Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Dec. 08, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-41037 | |
Entity Registrant Name | SOCIETY PASS INCORPORATED. | |
Entity Central Index Key | 0001817511 | |
Entity Tax Identification Number | 83-1019155 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 701 S. Carson Street | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | Carson City | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89701 | |
City Area Code | 65 | |
Local Phone Number | 6518-9382 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | SOPA | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 19,182,569 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 5,722,450 | $ 506,666 |
Due from related parties | 97,500 | 0 |
Accounts receivable, net | 87,803 | 1,897 |
Deposits, prepayments and other receivables | 69,623 | 60,532 |
Total current assets | 5,977,376 | 569,095 |
Non-current assets: | ||
Intangible assets, net | 4,800,000 | 7,200,000 |
Property, plant and equipment, net | 11,080 | 18,069 |
Right of use assets, net | 529,782 | 79,109 |
Total non-current assets | 5,340,862 | 7,297,178 |
TOTAL ASSETS | 11,318,238 | 7,866,273 |
Current liabilities: | ||
Accounts payables | 104,680 | 54,256 |
Contract liabilities | 35,582 | 18,646 |
Accrued liabilities and other payables | 752,640 | 677,572 |
Contingent service payable | 0 | 633,000 |
Due to related parties | 24,763 | 1,571,737 |
Operating lease liabilities | 167,773 | 36,752 |
Total current liabilities | 1,085,438 | 2,991,963 |
Non-current liabilities | ||
Operating lease liabilities | 365,539 | 46,453 |
TOTAL LIABILITIES | 1,450,977 | 3,038,416 |
SHAREHOLDERS’ DEFICIT | ||
Common shares; $0.0001 par value, 95,000,000 shares authorized; 9,695,480 and 7,413,600 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 970 | 742 |
Additional paid-in capital | 12,712,290 | 2,227,033 |
Accumulated other comprehensive loss | (19,478) | (55,236) |
Accumulated deficit | (28,116,309) | (12,587,311) |
Total shareholders’ deficit | (15,422,527) | (10,414,772) |
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | 11,318,238 | 7,866,273 |
Series A Preferred Stock [Member] | ||
COMMITMENTS AND CONTINGENCIES | ||
Series X Preferred stock, par value | 8,000,000 | 8,000,000 |
Series B Preferred Stock [Member] | ||
COMMITMENTS AND CONTINGENCIES | ||
Series X Preferred stock, par value | 3,412,503 | 3,412,503 |
Series B 1 Preferred Stock [Member] | ||
COMMITMENTS AND CONTINGENCIES | ||
Series X Preferred stock, par value | 466,720 | 466,720 |
Series C Preferred Stock [Member] | ||
COMMITMENTS AND CONTINGENCIES | ||
Series X Preferred stock, par value | 8,353,373 | 2,151,706 |
Series C 1 Preferred Stock [Member] | ||
COMMITMENTS AND CONTINGENCIES | ||
Series X Preferred stock, par value | 5,057,192 | 1,211,700 |
Series X Preferred Stock [Member] | ||
COMMITMENTS AND CONTINGENCIES | ||
Series X Preferred stock, par value | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 4,916,500 | 4,920,000 |
Preferred stock, shares outstanding | 4,916,500 | 4,920,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 95,000,000 | 95,000,000 |
Common stock, shares issued | 9,695,480 | 7,413,600 |
Common stock, shares outstanding | 9,695,480 | 7,413,600 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 8,000 | 8,000 |
Preferred stock, shares outstanding | 8,000 | 8,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 2,548 | 2,548 |
Preferred stock, shares outstanding | 2,548 | 2,548 |
Series B 1 Preferred Stock [Member] | ||
Preferred stock, shares authorized | 15,000 | 15,000 |
Preferred stock, shares issued | 160 | 160 |
Preferred stock, shares outstanding | 160 | 160 |
Series C Preferred Stock [Member] | ||
Preferred stock, shares authorized | 15,000 | 15,000 |
Preferred stock, shares issued | 1,552 | 362 |
Preferred stock, shares outstanding | 1,552 | 362 |
Series C 1 Preferred Stock [Member] | ||
Preferred stock, shares authorized | 30,000 | 30,000 |
Preferred stock, shares issued | 13,984 | 2,885 |
Preferred stock, shares outstanding | 13,984 | 2,885 |
Series X Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 3,500 | 3,500 |
Preferred stock, shares issued | 3,500 | 0 |
Preferred stock, shares outstanding | 3,500 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue, net | ||||
Total revenue | $ 83,534 | $ 11,629 | $ 100,823 | $ 41,262 |
Cost of sales: | ||||
Total cost of revenue | (159,436) | (20,316) | (264,293) | (59,109) |
Gross loss | (75,902) | (8,687) | (163,470) | (17,847) |
Operating expenses: | ||||
Sales and marketing expenses | (42,843) | (85,027) | (3,125) | |
Software development costs | (9,709) | (33,658) | (76,698) | (139,151) |
Impairment loss | 4,164 | (200,000) | (8,778) | |
General and administrative expenses | (8,292,463) | (1,580,287) | (14,414,362) | (2,311,266) |
Total operating expenses | (8,345,015) | (1,609,781) | (14,776,087) | (2,462,320) |
Loss from operations | (8,420,917) | (1,618,468) | (14,939,557) | (2,480,167) |
Other income (expense): | ||||
Interest income | 55 | 3 | 71 | 11 |
Interest expense | (12,272) | (12,261) | (36,486) | (36,381) |
Loss on settlement of litigation | 0 | 0 | (550,000) | 0 |
Other income | 5,170 | 3,737 | 6,917 | 9,495 |
Total other expense | (7,047) | (8,521) | (579,498) | (26,875) |
Loss before income taxes | (8,427,964) | (1,626,989) | (15,519,055) | (2,507,042) |
Income taxes | (1,303) | (4) | (9,943) | (15,069) |
NET LOSS | (8,429,267) | (1,626,993) | (15,528,998) | (2,522,111) |
Other comprehensive loss: | ||||
Foreign currency translation income | 8,859 | 51,183 | 35,758 | 15,249 |
COMPREHENSIVE LOSS | $ (8,420,408) | $ (1,575,810) | $ (15,493,240) | $ (2,506,862) |
Net loss per share – Basic and Diluted | $ (1) | $ 0 | $ (2) | $ 0 |
Weighted average common shares outstanding – Basic and Diluted | 7,823,818 | 6,848,700 | 7,551,842 | 6,847,945 |
Hardware Sales [Member] | ||||
Revenue, net | ||||
Total revenue | $ 585 | $ 335 | $ 3,510 | |
Cost of sales: | ||||
Total cost of revenue | (585) | (165) | (2,982) | |
Software Subscription [Member] | ||||
Revenue, net | ||||
Total revenue | 10,016 | 11,044 | 26,970 | 37,752 |
Cost of sales: | ||||
Total cost of revenue | (101,695) | (19,731) | (206,387) | (56,127) |
Sales Online Ordering [Member] | ||||
Revenue, net | ||||
Total revenue | 73,518 | 73,518 | ||
Cost of sales: | ||||
Total cost of revenue | $ (57,741) | $ (57,741) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 685 | $ 1,704,944 | $ 3,988 | $ (8,759,323) | $ (7,049,706) |
Balacne at beginning, shares at Dec. 31, 2019 | 6,847,200 | ||||
Issuance of common stock for services | 848,505 | 848,505 | |||
Issuance of common stock for services, shares | 1,016,400 | ||||
Imputed interest | 36,381 | 36,381 | |||
Net loss for the period | (2,522,111) | (2,522,111) | |||
Foreign currency translation adjustment | 15,249 | 15,249 | |||
Ending balance, value at Sep. 30, 2020 | $ 685 | 2,589,830 | 19,237 | (11,281,434) | (8,671,682) |
Balance at ending, shares at Sep. 30, 2020 | 7,863,600 | ||||
Beginning balance, value at Jun. 30, 2020 | $ 685 | 1,729,064 | (31,946) | (9,654,441) | (7,956,638) |
Balacne at beginning, shares at Jun. 30, 2020 | 6,847,200 | ||||
Issuance of common stock for services | 848,505 | 848,505 | |||
Issuance of common stock for services, shares | 1,016,400 | ||||
Imputed interest | 12,261 | 12,261 | |||
Net loss for the period | (1,626,993) | (1,626,993) | |||
Foreign currency translation adjustment | 51,183 | 51,183 | |||
Ending balance, value at Sep. 30, 2020 | $ 685 | 2,589,830 | 19,237 | (11,281,434) | (8,671,682) |
Balance at ending, shares at Sep. 30, 2020 | 7,863,600 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 742 | 2,227,033 | (55,236) | (12,587,311) | (10,414,772) |
Balacne at beginning, shares at Dec. 31, 2020 | 7,413,600 | ||||
Imputed interest | 36,380 | 36,380 | |||
Shares issued for services | $ 127 | 5,149,929 | 5,150,056 | ||
Shares issued for services, shares | 1,274,250 | ||||
Shares issued for accrued salaries | $ 116 | 960,718 | 960,834 | ||
Shares issued for accrued salaries, shares | 1,157,630 | ||||
Loss on fair value of shares issued for accrued salaries | 2,894,075 | 2,894,075 | |||
Share cancellation | $ (15) | 15 | |||
Share cancellation, shares | (150,000) | ||||
Waiver of related parties debts | 1,444,140 | 1,444,140 | |||
Net loss for the period | (15,528,998) | (15,528,998) | |||
Foreign currency translation adjustment | 35,758 | 35,758 | |||
Ending balance, value at Sep. 30, 2021 | $ 970 | 12,712,290 | (19,478) | (28,116,309) | (15,422,527) |
Balance at ending, shares at Sep. 30, 2021 | 9,695,480 | ||||
Beginning balance, value at Jun. 30, 2021 | $ 742 | 5,145,228 | (28,337) | (19,687,042) | (14,569,409) |
Balacne at beginning, shares at Jun. 30, 2021 | 7,413,600 | ||||
Imputed interest | 12,260 | 12,260 | |||
Shares issued for services | $ 127 | 5,149,929 | 5,150,056 | ||
Shares issued for services, shares | 1,274,250 | ||||
Shares issued for accrued salaries | $ 116 | 960,718 | 960,834 | ||
Shares issued for accrued salaries, shares | 1,157,630 | ||||
Share cancellation | $ (15) | 15 | |||
Share cancellation, shares | (150,000) | ||||
Waiver of related parties debts | 1,444,140 | 1,444,140 | |||
Net loss for the period | (8,429,267) | (8,429,267) | |||
Foreign currency translation adjustment | 8,859 | 8,859 | |||
Ending balance, value at Sep. 30, 2021 | $ 970 | $ 12,712,290 | $ (19,478) | $ (28,116,309) | $ (15,422,527) |
Balance at ending, shares at Sep. 30, 2021 | 9,695,480 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (15,528,998) | $ (2,522,111) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 2,406,648 | 4,447 |
Impairment loss | 200,000 | 8,778 |
Imputed interest | 36,380 | 36,381 |
Loss on settlement of litigation | 550,000 | 0 |
Stock based compensation for services | 10,071,830 | 1,641,877 |
Change in operating assets and liabilities: | ||
Accounts receivable | (85,906) | (19,900) |
Inventories | 0 | (7,212) |
Deposits, prepayments and other receivables | (9,091) | (7,005) |
Contract liabilities | 16,936 | 8,275 |
Accounts payables | 50,424 | 61 |
Accrued liabilities and other payables | (474,932) | (37,960) |
Advances to related parties | 127,500 | (76,278) |
Right of use assets | 28,498 | 0 |
Operating lease liabilities | (29,064) | 0 |
Net cash used in operating activities | (2,639,775) | (970,647) |
Cash flows from investing activities: | ||
Purchase of investment assets | (200,000) | 0 |
Net cash used in investing activities | (200,000) | 0 |
Cash flows from financing activities: | ||
Proceed from the issuance of Series C preferred stock and exercise of warrants | 8,019,461 | 708,960 |
Net cash provided by financing activities | 8,019,461 | 708,960 |
Effect on exchange rate change on cash and cash equivalents | 36,098 | 16,689 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | 5,215,784 | (244,998) |
CASH AND CASH EQUIVALENT AT BEGINNING OF PERIOD | 506,666 | 606,491 |
CASH AND CASH EQUIVALENT AT END OF PERIOD | 5,722,450 | 361,493 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 106 | 0 |
Cash paid for income tax | 0 | 0 |
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Impact of adoption of ASC 842 - lease obligation and ROU asset | 479,171 | 0 |
Waiver of related party debt accounted as capital transaction | 1,444,140 | 0 |
Fair value of preferred stock issued for services | 2,948,982 | 793,372 |
Fair value of preferred stock accounted and included for issuance cost | 441,642 | 0 |
Common stock issued for accrued salaries | 960,835 | 0 |
Shares cancellation | $ 15 | $ 0 |
DESCRIPTION OF BUSINESS AND ORG
DESCRIPTION OF BUSINESS AND ORGANIZATION | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS AND ORGANIZATION | NOTE-1 DESCRIPTION OF BUSINESS AND ORGANIZATION Society Pass Incorporated (the “Company”) is incorporated in State of Nevada on June 22, 2018 under the name of Food Society Inc. On October 3, 2018, the Company changed its corporate name to Society Pass Incorporated. The Company through its subsidiaries, mainly sells and distributes the hardware and software of Point of Sales (POS) application in Vietnam. Description of subsidiaries incorporated by the Company Schedule of Description of subsidiaries Name Place and date of incorporation Principal activities Particulars of registered/ paid up share Capital Effective interest held Society Technology LLC State of Nevada January 24, 2019 IP Licensing US$1 100 SOPA Cognitive Analytics Private Limited India February 5, 2019 Computer sciences consultancy and data analytics INR1,238,470 100 SOPA Technology Pte. Ltd Singapore June 4, 2019 Investment holding SG$1,250,000 100 SOPA Technology Company Limited Vietnam October 1, 2019 Software production Registered: VND 2,307,300,000; Paid up: VND 1,034,029,911 100 Hottab Pte Ltd. (HPL) Singapore January 17, 2015 Software development and marketing for the F&B industry SG$620,287.75 100 Hottab Vietnam Co. Ltd Vietnam April 17, 2015 Sale of POS hardware and software VND 1,000,000,000 100 Hottab Asset Company Limited Vietnam July 25, 2019 Sale of POS hardware and software VND 5,000,000,000 100 The Company and its subsidiaries are hereinafter referred to as (the “Company”). On October 29, 2019 with the revised provision dated November 11, 2019, the Company acquired Hottab Pte Ltd and its subsidiaries, at the consideration of $ 1,050,000 900,000 150,000 558,000 Equity Incentive On February 10, 2021, the Company effected a 750 for 1 On September 21, 2021, the Company effected a 1 for 2.5 An additional result of the stock split was that the stated value of preferred stock, the number of designated shares and outstanding shares of each series of preferred stock was unchanged in accordance to the respective certificate of designations. The number of authorized shares of preferred stock remained unchanged. Spun Out On December 31, 2019, the Company recently spun out Food Society Group Limited (Food Business), which aims to develop and commercialize chain of restaurants in Vietnam. In connection with the presentation of the Company’s consolidated financial statements, the Company considered the guidance described in the SEC’s codified Staff Accounting Bulletins, Topic 5, Section Z, paragraph 7, “Accounting for the Spin-off of a subsidiary”. The Company’s initial registration of its securities under the 1933 Securities Act and the spin off transaction of the Food Society Group Limited occurred prior to the effectiveness of the Company’s registration statement. The Company considered the following facts and circumstances in concluding omitting the Food Society Group Limited results of operations and financial position in the consolidated financial statements presented in the registration statement: • The Company’s operations as a developer of an e-commerce platform and the Food Society Group Limited operations as a two(2) retail restaurants are in dissimilar business that would ordinarily be distinguished as reportable segments as defined by FASB ASC 280-10-50-10. • The Company and the subsidiary have been managed and financed historically as if autonomous • The Company and the subsidiary have no common facilities or costs • The Company and the subsidiary are operated and financed autonomously after the spinoff, and • There are no material financial commitments , guarantees or contingent liabilities to each other after the spin off Accordingly, the Company has elected to characterize the spin-off of the Food Society Group Limited as a change in the Company’s reporting and present its historical financial statements as if the Company never had an investment in the subsidiary. This spun off our subsidiary Food Society Group Limited which owns 100% of Vietnam Eats (Hong Kong) Limited which owns 100% of Loft Restaurant Service Trading Company Limited that operates 2 restaurants in Vietnam. Thomas O’Connor, our former Chief Marketing Officer, serves as the legal representative of Loft Restaurant Service Trading Company Limited. Our Chief Executive Officer and Chairman of our board of directors, Dennis Nguyen., is the Chairman of Food Society Group Limited’s board of directors. The two restaurants were making losses for the financial year of 2019. The Company wanted to focus on building our loyalty technology platform. On December 20, 2019’s Board of Directors meeting the CFO presented the case for the spun off. The board voted on the February 18, 2020 to spin out the Food Society Group Limited via a proportionate distribution of shareholding percentage to the existing shareholders as at December 31, 2019. |
LIQUIDITY AND CAPITAL RESOURCES
LIQUIDITY AND CAPITAL RESOURCES | 9 Months Ended |
Sep. 30, 2021 | |
Liquidity And Capital Resources | |
LIQUIDITY AND CAPITAL RESOURCES | NOTE-2 LIQUIDITY AND CAPITAL RESOURCES The accompanying unaudited condensed consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company suffered from an accumulated deficit of 28,116,309 15,528,998 The registration statement for the Company’s Initial Public Offering became effective on November 8, 2021. On November 8, 2021, the Company entered into an underwriting agreement with Maxim Group LLC, related to the offering of 2,888,889 9.00 236,111 26,000,001 2,124,999 8,019,461 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 Vietnam, Singapore and Southeast Asia. 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. 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 cannot be predicted, including new information that may emerge concerning the severity of the virus and the actions to contain its impact. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE-3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying condensed consolidated financial statements and notes. • Basis of presentation The accompanying unaudited interim consolidated condensed financial statements of Society Pass Incorporated have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with Article 8-03 of Regulation S-X. Accordingly, they do not include all the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting only of normal recurring accruals necessary for a fair statement of financial position, results of operations and cash flows, have been included. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the financial statements and the accompanying notes included in the Company’s registration statement on Form S-1 for the year ended December 31, 2020. The year-end balance sheet data presented for comparative purposes was derived from audited financial statements, but does not include all disclosures required by GAAP. The results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the operating results for the year ending December 31, 2021 or for any other subsequent interim period. • Use of estimates and assumptions In preparing these condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the years reported. Actual results may differ from these estimates. If actual results significantly differ from the Company’s estimates, the Company’s financial condition and results of operations could be materially impacted. Significant estimates in the period include the allowance for doubtful accounts on accounts and other receivables, assumptions used in assessing right of use assets, imputed interest on due to related parties, and impairment of long-term assets, business acquisition allocation of purchase consideration, and deferred tax valuation allowance. • Basis of consolidation The condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation. In addition, certain amounts in the prior periods’ consolidated financial statements have been reclassified to conform to the current period presentation. • 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. As of September 30, 2021 and December 31, 2020, the cash and cash equivalent was amounted to $ 5,722,450 506,666 The Company currently has bank deposits with financial institutions in the U.S. which does not exceed FDIC insurance limits. FDIC insurance provides protection for bank deposits up to $ 250,000 4,895,306 208,635 • Accounts receivable Accounts receivable are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms, generally 30 to 90 days from completion of service. Credit is extended based on evaluation of a customer's financial condition, the customer credit-worthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectibility. At the end of fiscal year, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company considers the allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers. As of September 30, 2021 and December 31, 2020, the allowance for doubtful accounts amounted to $ 0 0 • Inventories Inventories are stated at the lower of cost or net realizable value, cost being determined on a first-in-first-out method. Costs include hardware equipment and peripheral costs which are purchased from the Company’s suppliers as merchandized goods. The Company provides inventory allowances based on excess and obsolete inventories determined principally by customer demand. During the nine months ended September 30, 2021 and 2020, the Company recorded an allowance for obsolete inventories of $ 0 0 0 0 0 0 • Property, plant and equipment Plant 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: Schedule of Expected useful life Expected useful lives Computer equipment 3 Office equipment 5 Expenditures for repairs and maintenance are expensed as incurred. When assets have been 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 The Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers • 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. The revenues are generated from a diversified a mix of marketplace activities and the services of the Company provide merchants to help them grow their businesses. The revenue streams consist of Consumer Facing revenues and Merchant Facing revenues. Consumer Facing Business The Company’s performance obligation includes providing connectivity between merchant and consumer, generally through an online ordering platform. The platform allows merchants to create account, place menu and track their sale reports on the merchant facing application. The platform also allows the consumers to create account and make orders from merchants on the consumer facing application. The platform allows delivering company to accept online delivery request and ship order from merchant to consumer. The Company also has online lifestyle platform allow customers to purchase high-end brands of all catergories: Under the Company’s smart search engine, consumers search or review their favorite brands among hundreds of choices in Apparel, Bags & Shoes, Accessory, Health & Beauty, Home & Lifestyle, International, Women, Men and Kids & Babies categories. The platform also allow consumers order from hundreds of vendor choices with personalized promotions based on purchase history and location. The platform has also partnered up with a Vietnam-based delivery company, Tikinow, to offer seamless delivery of product from merchant to consumer’s home or office at the touch of a button. Consumers place orders for delivery or pickup at the Company’s logistics center. Revenue streams for consumer facing business: F&B sector 1) Ordering fees comprise the fees that the different types of merchants pay for every completed transaction on the Platform, exclusive of delivery fees charged. Monthly/annual subscription fees or 10% commission on order value on each successful order will be charged. 2) Delivery fees include an upfront fixed fee and additional variable fees based on the distance. Various percentage of commission will be charged as delivery fee on each successful order received and delivered. The Company recognizes revenues from consumer facing business upon the completion of delivery and services rendered. During the period ended September 30, 2021 and 2020, the Company have not generated any revenue from this stream. Lifestyle sector 1) Customer placed orders on the website / app, sales orders report will be generated in the system. The Company will start to proceed to packaging and delivering customer. The sales recognised. During the nine months ended September 30, 2021 and 2020, the Company have generated $ 73,518 0 73,518 0 Merchant Facing Business Revenue streams for merchant facing business include: 1) Subscription fees consist of the fees that the Company charge merchants to get on the Merchant Marketing Program; 2) The Company provides optional add-on software services which includes Analytics and Chatbox capabilities at a fixed fee per month. 3) The Company collects commissions when they sell third party hardware and equipment (cashier stations, waiter tablets and printers) to merchants. 4) Vendor Financing. The Company collects brokerage fees whenever the Company facilitates financing transactions between merchants and one of the Company’s partner financial institutions. During the nine months ended September 30, 2021 and 2020, the Company have generated $26,970 and $37,752, respectively revenue from this stream. During the three months ended September 30, 2021 and 2020, the Company have generated $10,016 and $11,044, respectively revenue from this stream. Hardware Product Revenues — the Company generally is involved with the sale of on-premise appliances and end-point devices. The single performance obligation is to transfer the hardware product (which is to be installed with its licensed software integral to the functionality of the hardware product). The entire transaction price is allocated to the hardware product and is generally recognized as revenue at the time of delivery because the customer obtains control of the product at that point in time. It is concluded that control generally transfers at that point in time because the customer has title to the hardware, physical possession, and a present obligation to pay for the hardware. Payments for hardware contracts are generally due 30 to 90 days after shipment of the hardware product. The Company records revenues from the sales of third-party products on a “gross” basis pursuant to ASC 606-10 Revenue Recognition – Revenue from Contracts with Customers Software License Revenues — The Company’s performance obligation includes providing connectivity to software, generally through a monthly subscription, where the Company typically satisfies its performance obligations prior to the submission of invoices to the customer for such services. The Company’s software sale arrangements grant customers the right to access and use the software products which are to be installed with the relevant hardware for connectivity at the outset of an arrangement, and to be entitled to both technical support and software upgrades and enhancements during the term of the agreement. The term of the subscription period is generally 12 months, with the automatic renewal of another one year, and the subscription license service is billed monthly, quarterly or annually. Sales are generally recorded in the month the service is provided. For clients who are billed on an annual basis, deferred revenue is recorded and amortized over the life of the contract. Payments are generally due 30 to 90 days after delivery of the software licenses. The Company records its revenues on hardware product and software license, net of value added taxes (“VAT”) upon the services are rendered and the title and risk of loss of hardware products are fully transferred to the customers. The Company is subject to VAT which is levied on the majority of the hardware products at the rate of 10% on the invoiced value of sales. Contract assets In accordance with ASC 606-10-45-3, contract asset is when the Company’s right to payment for goods and services already transferred to a customer if that right to payment is conditional on something other than the passage of time. The Company will recognize a contract asset when it has fulfilled a contract obligation but must perform other obligations before being entitled to payment. There were no contract assets at September 30, 2021 and December 31, 2020. Contract liabilities In accordance with ASC 606-10-45-2, a contract liability is Company’s obligation to transfer goods or services to a customer when the customer prepays consideration or when the customer’s consideration is due for goods and services that the Company will yet provide whichever happens earlier. Contract liabilities represent amounts collected from, or invoiced to, customers in excess of revenues recognized, primarily from the billing of annual subscription agreements. The value of contract liabilities will increase or decrease based on the timing of invoices and recognition of revenue. The Company’s contract liability balance was $ 35,582 18,646 Contract costs Under ASC-606, the Company applies the following three steps in order to evaluate the costs to be capitalized as it fulfills following three criteria: • Incremental costs directly related to a specific contract; • Costs that generate or enhance resources of the company that will be used to satisfy performance of the terms of the contract; and • Costs that are expected to be recovered from the customer. No contract costs are capitalized for the nine months ended September 30, 2021 and 2020. No contract costs are capitalized for the three months ended September 30, 2021 and 2020. • Software development costs In accordance with the relevant FASB accounting guidance regarding the development of software to be sold, leased, or marketed, the Company expenses such costs as they are incurred until technological feasibility has been established, at and after which time these costs are capitalized until the product is available for general release to customers. Once the technological feasibility is established per ASC 985-20, the Company capitalizes costs associated with the acquisition or development of major software for internal and external use in the balance sheet. Costs incurred to enhance the Company’s software products, after general market release of the services using the products, is expensed in the period they are incurred. The Company only capitalizes subsequent additions, modifications or upgrades to internally developed software to the extent that such changes allow the software to perform a task it previously did not perform. The Company also expenses website costs as incurred. Research and development expenditures in the development of its own software are charged to operations as incurred. Based on the software development process, technological feasibility is established upon completion of a working model, which also requires certification and extensive testing. Costs incurred by the Company between completion of the working model and the point at which the product is ready for general release are immaterial. For the nine months ended September 30, 2021 and 2020, the software development costs were $ 76,698 139,151 9,709 33,658 • Product warranties The Company’s provision for estimated future warranty costs is based upon historical relationship of warranty claims to sales. Based upon historical sales trends and warranties provided by the Company’s suppliers, the Company has concluded that no warranty liability is required as of September 30, 2021 and December 31, 2020. To date, product allowance and returns have been minimal and, based on its experience, the Company believes that returns of its products will continue to be minimal. • Shipping and handling costs No shipping and handling costs are associated with the distribution of the products to the customers which are borne by the Company’s suppliers or distributors. • Sales and marketing Sales and marketing expenses include payroll, employee benefits and other headcount-related expenses associated with sales and marketing personnel, and the costs of advertising, promotions, seminars, and other programs. Advertising costs are expensed as incurred. Advertising expense was $ 85,027 3,125 42,843 0 • Income tax The Company adopted the ASC 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. The Company and its wholly-owned foreign subsidiary, is subject to income taxes in the jurisdictions in which it operates. Significant judgment is required in determining the provision for income tax. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The company recognizes liabilities for anticipated tax audit issues based on the Company’s current understanding of the tax law. Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made. • 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 740 provisions of Section 740-10-25 for the three and nine months ended September 30, 2021 and 2020. • Foreign currencies translation and transactions The reporting currency of the Company is United States Dollar ("US$") and the accompanying condensed consolidated financial statements have been expressed in US$. In addition, the Company’s subsidiary is operating in the Republic of Vietnam and India and maintains its books and record in its local currency, Vietnam Dong (“VND”) and Indian Rupee (“INR), respectively, which are the 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 subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Shareholders’ equity is translated using the historical rates. Revenues and expenses are translated at average rates prevailing during the year. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statements of changes in shareholder’s equity. Translation of amounts from SGD$ into US$ has been made at the following exchange rates for the three and nine months ended September 30, 2021 and 2020: Schedule of Foreign currencies translation and transactions September 30, 2021 September 30, 2020 Period-end SGD$:US$ exchange rate $ 0.73534 $ 0.73118 Period average SGD$:US$ exchange rate $ 0.74658 $ 0.71922 Translation of amounts from VND into US$ has been made at the following exchange rates for the three and nine months ended September 30, 2021 and 2020: September 30, 2021 September 30, 2020 Period-end VND$:US$ exchange rate $ 0.000044 $ 0.000043 Period average VND$:US$ exchange rate $ 0.000043 $ 0.000043 Translation of amounts from INR into US$ has been made at the following exchange rates for the three and nine months ended September 30, 2021 and 2020: September 30, 2021 September 30, 2020 Period-end INR$:US$ exchange rate $ 0.013463 $ 0.013570 Period average INR$:US$ exchange rate $ 0.013576 $ 0.013490 Translation gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are translated, as the case may be, at the rate on the date of the transaction and included in the results of operations as incurred. Foreign Exchange Loss (Gain). We recorded a foreign exchange gain of $ 8,859 51,183 0.73534 0.73118 0.013463 0.013570 0.000044 0.000043 • Comprehensive income ASC Topic 220, “ Comprehensive Income • Leases The Company adopted Topic 842, Leases ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company generally use the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. In accordance with the guidance in ASC 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. As of September 30, 2021 and December 31, 2020, the Company recorded the right of use asset of $ 529,782 79,109 • Related parties The Company follows the ASC 850-10, Related Party Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The condensed consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. • Commitments and contingencies The Company follows the ASC 450-20, Commitments If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. • Fair value of financial instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, accounts receivable, deposits, prepayments and other receivables, contract liabilities, accrued liabilities and other payables, amounts due to related parties and operating lease liabilities, approximate their fair values because of the short maturity of these instruments. • Cost of goods sold Cost of goods sold consists of the cost of hardware, software and payroll, which are directly attributable to the sales of products. The cost also consists of costs of materials which has been sold attributable to the sales of high-end products. Additional costs may include freight paid to acquire the goods, custom duties, sales or use taxes not recoverable paid on materials used, and any fee for purchase. • Share-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. As of September 30, 2021, those shares issued for service compensations were immediately vested, and therefore this amount is thus recognized as expense with an offset to preferred or September 30, 2021 and 2020, the stock-based compensations are recorded in the General and administrative expenses within the Condensed Consolidated Statements of Operations and Other Comprehensive Loss.” • Business combinations The Company follows ASC 805, Business Combinations (“ASC 805”) and ASC 810-10-65, Consolidation. ASC 805 requires most identifiable assets, liabilities, non-controlling interests, and goodwill acquired in a business combination to be recorded at “fair value.” The statement applies to all business combinations, including combinations among mutual entities and combinations by contract alone. Under ASC 805, all business combinations are accounted for by applying the acquisition method. Accounting for goodwill requires significant management estimates and judgment. Management performs periodic reviews of the carrying value of goodwill to determine whether events and circumstances indicate that an impairment in value may have occurred. A variety of factors could cause the carrying value of goodwill to become impaired. A write-down of the carrying value of goodwill could result in a non-cash charge, which could have an adverse effect on the Company’s results of operations. • Earnings per share Basic per share amounts are calculated using the weighted average shares outstanding during the year, excluding unvested restricted stock units. The Company uses the treasury stock method to determine the dilutive effect of stock options and other dilutive instruments. Under the treasury stock method, only “in the money” dilutive instruments impact the diluted calculations in computing diluted earnings per share. Diluted calculations reflect the weighted average incremental common shares that would be issued upon exercise of dilutive options assuming the proceeds would be used to repurchase shares at average market prices for the period. As of September 30, 2021 and December 31, 2020, the Company has the number of shares of common stock to be issued upon conversion of below: Schedule of Common stock issued As of September 30, As of December 31, 2021 2020 Series A Convertible Preferred Stock (a) 8,000 8,000 Series B Convertible Preferred Stock 764,400 764,400 Series B-1 Convertible Preferred Stock 48,000 48,000 Series C Convertible Preferred Stock 465,600 108,600 Series C-1 Convertible Preferred Stock 4,195,200 865,500 Warrants granted — — Warrants granted with Series C-1 Convertible Preferred Stock 1,178,700 614,100 Total: 6,659,900 2,408,600 (a) The Series A the conversion formula is aggregate Stated Value divided by IPO price (Stated Value for each Series A preferred share is $1,000). There are 8,000 shares of Series A Preferred Stock issued and outstanding (10,000 shares are designated Series A). The conversion formula would be $8 |
BUSINESS COMBINATION
BUSINESS COMBINATION | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATION | NOTE-4 BUSINESS COMBINATION On November 11, 2019, the Company completed the acquisition of 100 156 900,000 150,000 558,000 Schedule of Purchase price allocation Purchase price allocation: Fair value of stock at closing $ 900,000 Cash paid 75,000 Deferred payments- Cash 71,422 Deferred payment- shares 531,380 Less cash received (15,337 ) Purchase price $ 1,562,465 The transaction was accounted for using the acquisition method. Accordingly, goodwill has been measured as the excess of the total consideration over the amounts assigned to the identifiable assets acquired and liabilities assumed based on their preliminary estimated fair values. The deferred payments of $ 633,000 30,198 The purchase price allocation resulted in $2,766,000 of goodwill, as below: Schedule of Acquisition of assets and liability Acquired assets: Trade receivables $ 6,906 Other receivables 1,857 Total acquired assets 8,763 Less: Assumed liabilities Trade payables 39,147 Accrued liabilities and other payable 68,458 Amounts due to related parties 1,080,904 Deferred revenue 23,789 Total Assumed liabilities 1,212,298 Fair value of net liabilities assumed (1,203,535 ) Goodwill recorded 2,766,000 Cash consideration allocated $ 1,562,465 Under the acquisition method of accounting, the total acquisition consideration price was allocated to the assets acquired and liabilities assumed based on their preliminary estimated fair values. The fair value measurements utilize estimates based on key assumptions of the Acquisition, and historical and current market data. The preliminary allocation of the purchase price is based on the best information available and is pending, amongst other things: (i) the finalization of the valuation of the fair values and useful lives of tangible assets acquired; (ii) the finalization of the valuations and useful lives for the intangible assets acquired; (iii) finalization of the valuation of accounts payable and accrued expenses; and (iv) finalization of the fair value of non-cash consideration. The Acquisition was accounted for as a business combination in accordance with ASC 805 “Business Combinations”. The Company has allocated the purchase price consideration based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date. Management of the Company is responsible for determining the fair value of assets acquired, liabilities assumed and intangible assets identified as of the acquisition date and considered a number of factors including valuations from management estimation. Acquisition-related costs incurred for the acquisitions are not material and have been expensed as incurred in general and administrative expense. The goodwill is not expected to be deductible for tax purposes. The goodwill is fully impaired during the year ended December 31, 2019, because there were continuous operating losses and negative cash flows incurred subsequently. Under ASC 350-20-50, the Company recognized the goodwill impairment loss by comparing the actual operating results of Hottab to the profit forecast and a negative performance is resulted. During the measurement period (which is the period required to obtain all necessary information that existed at the acquisition date, or to conclude that such information is unavailable, not to exceed one year), additional assets or liabilities may be recognized, or there could be changes to the amounts of assets or liabilities previously recognized on a preliminary basis, if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of these assets or liabilities as of that date. No additional assets or liabilities were recognized during the measurement period, or the changes to the amounts of assets or liabilities previously recognized. On September 30, 2021, the Company served the notification to a related party that certain terms under call option agreement and side letter were no longer effective, in case of non-fulfillment with the milestone conditions as set out in the agreements amounts of $75,000 cash consideration and $558,000 equity incentive. The said amount was written off and accounted as capital transaction and therefore credited the additional paid in capital account as of September 30, 2021. |
REVENUE
REVENUE | 9 Months Ended |
Sep. 30, 2021 | |
Revenue | |
REVENUE | NOTE-5 REVENUE Revenue consisted of the following deliverables: Schedule of Revenue Three months ended Nine months ended 2021 2020 2021 2020 Hardware sales $ — $ 585 $ 335 $ 3,510 Software subscription 10,016 11,044 26,970 37,752 Sales – online ordering 73,518 — 73,518 — $ 83,534 $ 11,629 $ 100,823 $ 41,262 In accordance with ASC 280, Segment Reporting (“ASC 280”), we have two reportable geographic segments: Software License Revenues. Sales are based on the countries in which the customer is located. Summarized financial information concerning our geographic segments is shown in the following tables: Schedule of geographic segments Three months ended Nine months ended 2021 2020 2021 2020 Indonesia $ 10,016 $ 9,788 $ 24,813 $ 31,604 Vietnam — 1,841 2,492 9,658 $ 10,016 $ 11,629 $ 27,305 $ 41,262 Online Ordering Revenues. Sales are based on the countries in which the customer is located. Summarized financial information concerning our geographic segments is shown in the following tables: Three months ended Nine months ended 2021 2020 2021 2020 Indonesia $ — $ — $ — $ — Vietnam 73,518 — 73,518 — $ 73,518 $ — $ 73,518 $ — Contract liabilities recognized was related to software sales only and the following is reconciliation for the periods: Schedule of Contract liabilities Period ended September 30, 2021 Year ended December 31, 2020 (Unaudited) Contract liabilities, brought forward $ 18,646 $ 19,843 Add: recognized as deferred revenue 35,582 47,090 Less: recognized as current period/year revenue (18,646 ) (48,287 ) Contract liabilities, carried forward $ 35,582 $ 18,646 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE-6 INTANGIBLE ASSETS As of September 30, 2021 and December 31, 2020, intangible assets consisted of the following: Schedule of intangible assets Useful life September 30, 2021 December 31, 2020 (Unaudited) At cost: Software platform 2.5 $ 8,000,000 $ 8,000,000 Other intangible assets 3 5 1,725 1,725 8,001,725 8,001,725 Less: accumulated amortization (3,201,725 ) (801,725 ) $ 4,800,000 $ 7,200,000 On November 1 2018, the Company entered software development agreement with CVO Advisors Pte Ltd (CVO) 2018 to design and build App and Web-based platform for the total consideration of $8,000,000. CVO who is a third party vendor in the business of designing, developing, operating computer software applications including mobile and web application for social media, big data, point of sales, loyalty rewards, food delivery and technology platforms in Asia. The CVO developer performed and accepted technical work, of software development phase, which was materially completed by December 23, 2018. The Company obtained a third party license (Wallet Factory International Ltd) for their technology build up by CVO. The delivered platform was further developed by the Company’s in-house technology team (based in Noida that Sopa is currently using for the loyalty platform. The platform can be downloaded from Apple store or Googleplay store (i.e. SoPaApp) and the Company’s web version is on www.sopa.asia. The platform was completed developed on September 30, 2020 and has estimated life of 2.5 Further, the Company entered subscription agreement with CVO to issued 8,000 8,000,000 1,000 Pursuant to the subscription agreement entered with CVO, the Company issued 8,000 1,000 Also, owner of CVO entered into call option agreement with the CEO of the Company to sale all the shares of CVO for the sum of $10 per share, as of date, these options were exercised by the CEO of the Company, but the equity holders of CVO Advisors Pte. Ltd. have not honored the exercise of the call. The parties are currently in litigation (refer Note 19). As a result of this option exercise, there was no accounting effect on the Company’s financial statement during the period ended September 30, 2021. Amortization of intangible assets attributable to future periods is as follows: Schedule of Amortization of intangible assets Year ending December 31: Amount 2021 (remaining period) $ 800,000 2022 3,200,000 2023 800,000 Total $ 4,800,000 Amortization of intangible assets was $ 2,400,000 1,479 Amortization of intangible assets was $ 800,000 0 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | NOTE- 7 PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consisted of the following: Schedule of Property plant and equipment September 30, 2021 December 31, 2020 (Unaudited) At cost: Computer $ 29,206 $ 29,206 Office equipment 1,721 1,721 30,927 30,927 Less: accumulated depreciation (19,403 ) (12,755 ) Less: exchange difference (444 ) (103 ) $ 11,080 $ 18,069 Depreciation expense for the nine months ended September 30, 2021 and 2020 were $ 6,648 2,968 Depreciation expense for the three months ended September 30, 2021 and 2020 were $ 2,197 714 |
ASSET PURCHASE AGREEMENT
ASSET PURCHASE AGREEMENT | 9 Months Ended |
Sep. 30, 2021 | |
Asset Purchase Agreement | |
ASSET PURCHASE AGREEMENT | NOTE— 8 ASSET PURCHASE AGREEMENT On February 16, 2021, the Company subsidiary SoPa Technology Pte Ltd (“SoPa Pte Ltd”) acquired certain e-commerce assets from Goodventures Sea Limited (“Goodventures”) pursuant to an Asset Purchase Agreement dated February 16, 2021 (the “Leflair Purchase Agreement”). The acquired assets consisted of intellectual property for it lifestyle e-commerce retail business. As consideration for entering into the Asset Purchase Agreement, the Company agreed to pay Goodventure a total of $ 200,000 1,500 The assets acquired by SoPa Pte Ltd under the Leflair Purchase Agreement were substantially all of the assets of an online retail platform that carried the “Leflair” brand name and included a Leflair e-commrce website, Leflair iOs and Android Apps, and backend end infrastructure as well as marketing properties including a customer list and social media pages. In addition, SoPa Technology Ptd Ltd acquired intellectual property such as Leflair logos, trademarks and brands. The Company accounted for this acquisition as an asset acquisition under ASC 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. Schedule of Asset acquisition Acquired assets: Intellectual property $ 200,000 Less: Assumed liabilities Accrued liabilities and other payable — Fair value of net assets acquired 200,000 Impairment loss recorded (200,000 ) Net asset value $ — The purchase price of $200,000 shall be allocated amongst the intangible assets acquired, further, these intangible have a short term life as well as the quantum of the value, the company decided to expense it and accounted $ 0 200,000 The shares issued as part of this transaction do not give the holders the right to influence or control SoPa Pte Ltd. The holders do not have any special voting rights or the right to appoint any board members. SoPa Pte Ltd has not yet issued the shares to the future holders. Since the shares of SoPa Pte Ltd have not yet been issue, no minority interest needs to be recorded as of September 30, 2021. SoPa Pte Ltd is a private company that was incorporated under the laws of Singapore on June 6, 2019. SoPa Pte Ltd manages Society Pass Incorporated’s operating activities in SEA countries and South Asia. As a pass-through holding company, the value of the 15% interest in the SoPa Pte Ltd to be issued to LeFlair owners has an indeterminate value and no real current value. Society Pass Incorporated plans to record the issuance of the shares at the nominal par value of the shares to be issued to the holders. The value of the assets acquired shall be the value of the cash paid and to be paid to the sellers. The Company has paid $ 200,000 |
AMOUNTS DUE FROM (TO) RELATED P
AMOUNTS DUE FROM (TO) RELATED PARTIES | 9 Months Ended |
Sep. 30, 2021 | |
Amounts Due From To Related Parties | |
AMOUNTS DUE FROM (TO) RELATED PARTIES | NOTE-9 AMOUNTS DUE FROM (TO) RELATED PARTIES Amounts due to related parties consisted of the following: Schedule of Amount due to related parties September 30, 2021 December 31, 2020 (Unaudited) Amounts due to related parties (a) $ 24,763 $ 96,940 Amounts due to shareholders (b) — 738,964 Amount due to a director (c) — 735,833 $ 24,763 $ 1,571,737 (a) The amounts represented temporary advances to the Company including related parties (two officers), which were unsecured, interest-free and had no fixed terms of repayments. On September 30, 2021, the Company received the notifications that the outstanding amounts of $ 72,176 24,763 96,940 (b) In February 2018, the Company entered into MOU with Connect Investment Pte Ltd (Enter Asia) for capital alliance for approximately 27% of shareholdings in the Company. Further, in August 2018, the said MOU was modified and shareholding was revised from 27% to 10% in the Company. However, subsequently in October 2020, it was agreed between both the parties to cease the said MOU with the understanding that there is no current and future obligation with either of them i.e. neither EnterAsia to make investment in the Company nor the Company to issue shares to EnterAsia. Further, the EnterAsia is going to get the shares of the Hottab Holdings Ltd (HHL) for the amount so far invested in the Company and therefore the amount due to EnterAsia is reclassified into the amount due to shareholder “Hottab Holdings Ltd”. This amounts represented temporary advances to the Company by shareholder, which were unsecured, interest-free and had no fixed terms of repayments. On September 30, 2021, the Company received the notifications that the outstanding amounts of $ 738,964 0 738,964 4.5 36,380 36,381 (c) The amount represented paid salaries and bonus to the Director which was unsecured, interest-free and had no fixed terms of repayments. As of June 30, 2021, the Director had $ 960,833 0.83 1,157,630 3,854,908 2,894,075 0 735,833 Amounts due from related parties The director has advance $ 97,500 |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | NOTE-10 ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable consisted of the following: Schedule of Accounts payable September 30, 2021 December 31, 2020 (Unaudited) Accounts payable $ 104,680 $ 54,256 Accrued liabilities and other payables- Related Party (a) 224,669 197,548 Accrued liabilities and other payables (b) 527,971 480,024 Total Accounts payable $ 857,320 $ 731,828 (a) The amount represented due to three related parties in respect to unpaid salaries, unpaid legal fees and unpaid consulting fees amounted to $ 21,701 70,104 132,864 The amount represented due to three related parties in respect to unpaid salaries, unpaid legal fees and unpaid consulting fees amounted to $ 5,000 112,692 79,856 (b) Accrued liabilities and other payables consisted of the following: Schedule of Accrued liabilities September 30, 2021 December 31, 2020 (Unaudited) Accrued payroll $ 54,528 $ 58,092 Other accrual 154,325 146,826 Other payables (c) 245,000 245,000 Accrued vat expenses 19,932 1,788 Accrued taxes 54,186 28,318 Total Accrued liabilities $ 527,971 $ 480,024 (c) This included $75,000 related to SOSV. In January 2019, the HPL entered into stock purchase agreement and accelerator contract for equity (ACE) with SOSV IV LLC (SOSV) whereby the HPL will issue shares representing 5% of their capital stock for the amounts of $ 168,000 75,000 48,000 45,000 75,000 75,000 75,000 75,000 |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
LEASES | NOTE-11 LEASES We adopted ASU No. 2016-02, Leases, on January 1, 2019, the beginning of our fiscal 2019, using the modified retrospective approach. We determine whether an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys the right to control the use of an identified fixed asset explicitly or implicitly for a period of time in exchange for consideration. Control of an underlying asset is conveyed if we obtain the rights to direct the use of and to obtain substantially all of the economic benefit from the use of the underlying asset. Some of our leases include both lease and non-lease components which are accounted for as a single lease component as we have elected the practical expedient. Some of our operating lease agreements include variable lease costs, primarily taxes, insurance, common area maintenance or increases in rental costs related to inflation. Substantially all of our equipment leases and some of our real estate leases have terms of less than one year and, as such, are accounted for as short-term leases as we have elected the practical expedient. Operating leases are included in the right-of-use lease assets, other current liabilities and long-term lease liabilities on the Consolidated Balance Sheet. Right-of-use assets and lease liabilities are recognized at each lease’s commencement date based on the present values of its lease payments over its respective lease term. When a borrowing rate is not explicitly available for a lease, our incremental borrowing rate is used based on information available at the lease’s commencement date to determine the present value of its lease payments. Operating lease payments are recognized on a straight-line basis over the lease term. We had no financing leases as of September 30, 2021 and December 31, 2020. The Company adopts a 5.26 3.48 During the period ended September 30, 2021, the Company enter into new lease arrangements, and accounted as per ASC 842, the ROU asset and lease obligation of $ 479,171 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. The following tables summarize the lease expense for the period ended September 30: Schedule of Lease expenses Three months ended Nine months ended 2021 2020 2021 2020 Operating lease expense (per ASC 842) $ 13,554 $ 6,076 $ 31,975 $ 21,802 Short-term lease expense (other than ASC 842) 63,363 4,627 66,420 31,258 Total lease expense $ 76,917 $ 10,703 $ 98,395 $ 53,060 As of September 30, 2021, right-of-use assets were $ 529,782 533,312 As of December 31, 2020, right-of-use assets were $ 79,109 83,205 Components of Lease Expense We recognize lease expense on a straight-line basis over the term of our operating leases, as reported within “general and administrative” expense on the accompanying consolidated statement of operations. Future Contractual Lease Payments as of September 30, 2021 The below table summarizes our (i) minimum lease payments over the next five years, (ii) lease arrangement implied interest, and (iii) present value of future lease payments for the next three years ending September 30: Schedule of Future Contractual Lease Payments Years ended September 30, Operating lease amount 2022 $ 190,025 2023 166,530 2024 147,813 2025 77,997 Total 582,365 Less: interest (49,053 ) Present value of lease liabilities $ 533,312 Less: non-current portion (365,539 ) Present value of lease liabilities – current liability $ 167,773 |
SHAREHOLDERS_ DEFICIT
SHAREHOLDERS’ DEFICIT | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
SHAREHOLDERS’ DEFICIT | NOTE-12 SHAREHOLDERS’ DEFICIT Authorized stock The Company is authorized to issue two classes of stock. The total number of shares of stock which the Company is authorized to issue is 100,000,000 shares of capital stock, consisting of 95,000,000 0.0001 5,000,000 0.0001 The holders of the Company’s common stock are entitled to the following rights: Voting Rights Dividend Right Liquidation Right Other Matters Common stock outstanding As of September 30, 2021 and December 31, 2020, the Company had a total of 9,695,480 7,413,600 On February 10, 2021, the Company effected a 750 for 1 On September 21, 2021, the Company effected a 1 for 2.5 An additional result of the stock split was that the stated value of preferred stock, the number of designated shares and outstanding shares of each series of preferred stock was unchanged in accordance to the respective certificate of designations. The number of authorized shares of preferred stock remained unchanged. 824,250 1,014,900 1,707,557 1,023,494 During the period ended September 30, 2021 and 2020, the Company issued 1,157,630 0 960,834 0 2,894,075 During the period ended September 30, 2021 and 2020, the Company issued 450,000 0 3,442,499 0 During the period ended September 30, 2021 and 2020, the Company cancelled 150,000 0 Warrants In August 2019, the Company issued 21,000 shares of warrants to one employee for compensation of his service to purchase 21,000 shares of its common stock for the fair value of $17,500. Each share of warrant is converted to one share of common stock at an exercise price of $0.0001. The warrants will expire on the second (2nd) anniversary of the initial date of issuance. As at December 31, 2019, none of the warrants have been exercised. 21,000 shares fully exercised during the year ended December 31, 2020. In December 2020, the Company issued certain numbers of warrants pursuant to the Series C-1 Subscription Agreement. Each redeemable warrant is entitled the holder to purchase one C-1 preferred share at a price of $ 420 2,120 1,824 In December 2020, a total of 838 838 On April 19, 2021, the Company extended the termination date of the Warrant issued to Preferred series C-1 holder by nine months from the expiration date of September 30, 2021 to December 31, 2021. The Company considers this warrant as permanent equity per ASC 815-40-35-2. As such, there is no value assigned to this extension. The Company determined the fair value using the Black-Scholes option pricing model with the following assumptions for the period ended September 30, 2021 and year ended December 31, 2020: Schedule of Stock option assumptions September 30, 2021 December 31, 2020 Dividend rate 0 % 0 % Risk-free rate 2 % 2 % Weighted average expected life (years) 9 9 Expected volatility 0 % 0 %(a) Share price $ 0.22 $ 0.22 (a) The Company considered no volatility as from inception through the date there is very minimal transaction of the Company common stock. Below is a summary of the Company’s issued and outstanding warrants as of September 30, 2021 and December 31, 2020: Schedule of warrants issued and outstanding Warrants Weighted average exercise price Weighted Outstanding as of December 31, 2019 (a) 21,000 $ 0.0001 1.3 Issued (b) 4,094 $ 420 0.9 Exercised (21,838 ) $ (6.34 ) 1 Expired (1,209 ) $ (420 ) ( 0.6 ) Outstanding as of December 31, 2020 2,047 $ 420 0.6 Issued (b) 2,120 $ 420 0.5 Exercised (238 ) $ (420 ) — Expired — — — Outstanding as of September 30, 2021 (b) 3,929 $ 420 0.5 There is no intrinsic value for warrants as of September 30, 2021 and December 31, 2020. (a) Common stock will be issued if those warrants exercise. (b) Preferred stock series C-1 will be issued if those warrants exercise. |
PREFERRED STOCKS AND WARRANTS
PREFERRED STOCKS AND WARRANTS | 9 Months Ended |
Sep. 30, 2021 | |
Preferred Stocks And Warrants | |
PREFERRED STOCKS AND WARRANTS | NOTE-13 PREFERRED STOCKS AND WARRANTS As of September 30, 2021 and December 31, 2020, the Company’s preferred stocks have been designated as follow: Schedule of Preferred stocks No. of shares Stated Value Series A Convertible Preferred Stock 10,000 $ 1,000 Series B Convertible Preferred Stock 10,000 $ 1,336 Series B-1 Convertible Preferred Stock 15,000 $ 2,917 Series C Convertible Preferred Stock 15,000 $ 5,763 Series C-1 Convertible Preferred Stock 30,000 $ 420 Series X Super Voting Preferred Stock 3,500 $ 0.0001 All of the Series A, B, B-1, C, and C-1 Preferred Shares were issued at a value of respective stated value per share. These all Series of Preferred Shares contain a conversion option, are convert into a fixed number of common shares or redeemable with the cash repayment at the liquidation, so as a result of this liquidation preference, under U.S GAAP, the Company has classified the all these Series of Preferred Shares within mezzanine equity in the condensed consolidated balance sheet. Series X Super Voting Preferred Stock was issued a par value per share. This Series of Preferred Shares does not contain a conversion option, so as a result of this liquidation preference, under U.S GAAP, the Company has classified the this Series of Preferred Shares within permanent equity in the condensed consolidated balance sheet. Voting Rights: (a) increase or decrease the par value of the shares of the Series A Preferred Stock, alter or change the powers, preferences or rights of the shares of Series A Preferred Stock or create, alter or change the powers, preferences or rights of any other capital stock of the Company if after such alteration or change such capital stock would be senior to or pari passu with Series A Preferred Stock; and (a) adversely affect the shares of Series A Preferred Stock, including in connection with a merger, recapitalization, reorganization or otherwise. (2) The affirmative vote of at least a majority of the holders of the shares of the Series A Preferred Stock shall be necessary to: (a) enter into a transaction or series of related transactions deemed to be a liquidation, dissolution or winding up of the Corporation, or voluntarily liquidate or dissolve; (b) authorize a merger, acquisition or sale of substantially all of the assets of the Company or any of its subsidiaries (other than a merger exclusively to effect a change of domicile of the Company to another state of the United States); (c) increase or decrease (other than decreases resulting from conversion of the Series A Preferred Stock) the authorized number of shares of the Company’s preferred stock or any series thereof, the number of shares of the Company’s common stock or any series thereof or the number of shares of any other class or series of capital stock of the Company; and (d) any repurchase or redemption of capital stock of the Company except any repurchase or redemption at cost upon the termination of services of a service provider to the Company or the exercise by the Company of contractual rights of first refusal as applied to such capital stock. Dividend Rights Conversion Rights Conversion Rights Liquidation Rights: Other Matters Series A Preferred Shares During the year ended December 31, 2018, the Company issued 8,000 1,000 8,000,000 There was no As of September 30, 2021 and December 31, 2020, there were 8,000 8,000 Series B Preferred Shares There was no As of September 30, 2021 and December 31, 2020, there were 2,548 2,548 Series B-1 Preferred Shares There was no As of September 30, 2021 and December 31, 2020, there were 160 160 Series C Preferred Shares During the nine months ended September 30, 2021, the Company issued 1,116 74 6,431,508 426,462 During the nine months ended September 30, 2021, the Company incurred the issuance cost on above Series C private placement accounted $ 195,942 460,361 There was no As of September 30, 2021 and December 31, 2020, there were 1,552 362 Series C-1 Preferred Shares The Company accounts for warrants issued in accordance with the guidance on “ Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity During the period ended September 30, 2021, the Company issued 6,235 4,864 2,618,700 2,042,880 During the nine months ended September 30, 2021, the Company incurred the issuance cost on above series C-1 private placement accounted $ 245,700 90,748 During the period ended September 30, 2020, the Company issued 1,688 571 708,960 239,820 As of September 30, 2021 and December 31, 2020, there were 13,984 2,885 Series X Super Voting Preferred Shares In August 2021, the Company created a new series of preferred stock to be titled “Series X Super Voting Preferred Stock,” consisting of 2,000 shares and to provide to such preferred stock certain rights and privileges including but not limited to the right to 10,000 votes per share (post reverse split: 4,000 votes per share) to vote on all matters that may come before the stockholders of the Corporation, voting together with the common stock as a single class on all matters to be voted or consented upon by the stockholders but is not entitled to any dividends, liquidation preference or conversion or redemption rights, so accordingly it is accounted as an equity classification. In September 2021, the Company increased the number of shares designated as Series X Super Voting Preferred to 3,500. During the period ended September 30, 2021 and 2020, the Company issued 3,500 0 As of September 30, 2021 and December 31, 2020, there were 3,500 0 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE- 14 INCOME TAXES For the nine months ended September 30, 2021 and 2020, the local (“Nevada”) and foreign components of loss before income taxes were comprised of the following: Schedule of Loss before income tax Nine months ended September 30, 2021 2020 Tax jurisdiction from: - Local $ 14,272,684 $ — - Foreign 1,246,371 2,507,042 Loss before income taxes $ 15,519,055 $ 2,507,042 The provision for income taxes consisted of the following: Schedule of provision for income taxes Nine months ended September 30, 2021 2020 Current: - United States $ — $ — - Singapore — — - Vietnam — — - India 9,943 15,069 Deferred: - United States — — - Singapore — — - Vietnam — — - India — — Income tax expense $ 9,943 $ 15,069 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 operates in various countries: Singapore and Vietnam that are subject to taxes in the jurisdictions in which they operate, as follows: United States The Company is registered in the Nevada and is subject to the tax laws of United States. As of September 30, 2021, the operation in the United states incurred $ 25,094,900 5,269,929 Singapore The Company’s subsidiary is registered in the Republic of Singapore and is subject to the tax laws of Singapore. As of September 30, 2021, the operation in the Singapore incurred $ 1,437,668 230,027 Vietnam The Company’s subsidiary operating in Vietnam is subject to the Vietnam Income Tax at a standard income tax rate of 20 Schedule of Effective Income Tax Rate Reconciliation Nine months ended September 30, 2021 2020 Loss before income taxes $ (450,407 ) $ (233,689 ) Statutory income tax rate 20 % 20 % Income tax expense at statutory rate (90,081 ) (46,738 ) Tax effect of allowance 90,081 46,738 Income tax expense $ — $ — As of September 30, 2021, the operation in the Vietnam incurred $ 859,275 171,855 India The Company’s subsidiary operating in India is subject to the India Income Tax at a standard income tax rate of 25 Nine months ended September 30, 2021 2020 Income before income taxes $ 17,716 $ (182,363 ) Statutory income tax rate 25 % 15 % Income tax expense at statutory rate 4,429 (27,354 ) Tax effect of allowance 5,514 42,423 Income tax expense $ 9,943 $ 15,069 As of September 30, 2021, the operation in the India incurred $ 17,716 9,943 The following table sets forth the significant components of the deferred tax assets and liabilities of the Company as of September 30, 2021 and December 31, 2020: Schedule of Deferred Tax Assets and Liabilities September 30, 2021 December 31, 2020 (Unaudited) Deferred tax assets: Net operating loss carryforwards - United States $ 5,269,929 $ 2,171,941 - Singapore 230,027 131,985 - Vietnam 171,855 81,774 - India — — 5,671,811 2,385,700 Less: valuation allowance (5,671,811 ) (2,385,700 ) Deferred tax assets, net $ — $ — |
PENSION COSTS
PENSION COSTS | 9 Months Ended |
Sep. 30, 2021 | |
Retirement Benefits [Abstract] | |
PENSION COSTS | NOTE- 15 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 all countries operating in the Company. The Company is required to contribute a specified percentage of the participants’ relevant income based on their ages and wages level. During the nine months ended September 30, 2021 and 2020, $ 9,655 5,199 5,669 3,463 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE- 16 RELATED PARTY TRANSACTIONS From time to time, the shareholder and director of the Company advanced funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and due on demand. During the three month ended September 30, 2021 and 2020, the Company rendered the consultancy service with related parties for the issuance of 2,854 571 1,198,680 239,820 During the nine month ended September 30, 2021 and 2020, the Company rendered the consultancy service with related parties for the issuance of 4,314 571 1,811,880 239,820 The Company paid and accrued to the directors, the total salaries of $ 196,108 22,529 201,588 0 The Company paid and accrued to the directors, the total salaries of $ 611,193 22,529 604,378 0 During the three months ended September 30, 2021 and 2020, the Company issued 2,134,042 3000 810,000 During the nine months ended September 30, 2021 and 2020, the Company issued 2,134,042 3000 12,570,943 810,000 The company subsidiaries paid and accrued their two officers, total professional fee of $ 5,785 1,259 8,310 1,300 The company subsidiaries paid and accrued their two officers, total professional fee of $ 10,307 1,259 35,898 1,300 The Company paid and accrued its shareholders, total professional fee of $ 151,342 102,412 31,341 21,000 The Company paid and accrued its shareholders, total professional fee of $ 378,785 123,412 102,979 56,0000 During August and September 2021, the Company issued 3,300 200 In August 2021, the Company approved the conversion of Inter-Company loan of $1,249,999 due and owing by Sopa Technology PTE. LTD. (“STPL”), by exchange of 8,500 shares of STPL which represents 85% of the total issued and paid-up capital of STPL on a fully diluted basis. On September 30, 2021, the Company received the notifications that the outstanding amounts of $ 72,176 738,964 75,000 558,000 As of June 30, 2021, Mr. Nguyen had $ 960,833 0.83 1,157,630 HOTTAB Asset Vietnam Co Ltd, a company limited by shares incorporated under the laws of Vietnam on July 25, 2019, is currently wholly-owned by Ngo Cham, an employee of HOTTAB Vietnam Co Ltd. HOTTAB Asset Vietnam Co Ltd manages the Group’s website and apps in Vietnam via a contractual relationship. All profits accrued by HOTTAB Asset Vietnam Co Ltd are paid as management fees to HOTTAB Vietnam Co Ltd. HOTTAB Vietnam Co Ltd has an irrevocable call option to acquire 100% of the equity of HOTTAB Asset Vietnam Co Ltd. Apart from the transactions and balances detailed elsewhere in these accompanying condensed consolidated financial statements, the Company has no other significant or material related party transactions during the periods presented. |
CONCENTRATIONS OF RISK
CONCENTRATIONS OF RISK | 9 Months Ended |
Sep. 30, 2021 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS OF RISK | NOTE-17 CONCENTRATIONS OF RISK The Company is exposed to the following concentrations of risk: (a) Major customers For the nine months ended September 30, 2021 and 2020, the customers who accounted for 10% or more of the Company’s revenues and its outstanding receivable balances at year-end dates, are presented as follows: Schedule of concentrations of risk Nine months ended September 30, 2021 September 30, 2021 Customer Revenues Percentage Accounts Customer A $ 24,813 25 % $ 19,308 Customer B $ 12,615 13 % $ — Customer C $ 58,300 58 % $ 68,285 * * - This included value added taxes (“VAT”) Nine months ended September 30, 2020 September 30, 2020 Customer Revenues Percentage Accounts Customer A $ 31,604 76 % $ — For the three months ended September 30, 2021 and 2020, the customers who accounted for 10% or more of the Company’s revenues and its outstanding receivable balances at year-end dates, are presented as follows: Three months ended September 30, 2021 Customer Revenues Percentage Customer A $ 10,016 12 % Customer B $ 12,615 13 % Customer C $ 58,300 58 % Three months ended September 30, 2020 Customer Revenues Percentage Customer A $ 9,789 84 % All customers are located in Vietnam except one located in Indonesia. (b) Major vendors For the nine months ended September 30, 2021 and 2020, the vendors who accounts for 10% or more of the Company’s hardware purchases and software cost its outstanding payable balances as at year-end dates, are presented as follows: Nine months ended September 30, 2021 September 30, 2021 Vendors Purchases Percentage of purchases Accounts payable Vendor A $ 30,577 27 $ 44,867 Vendor B $ 17,827 16 Nine months ended September 30, 2020 September 30, 2020 Vendors Purchases Percentage of purchases Accounts payable Vendor A $ 46,863 72 $ — Vendor B — — — For the three months ended September 30, 2021 and 2020, the vendors who accounts for 10% or more of the Company’s hardware purchases and software cost its outstanding payable balances as at year-end dates, are presented as follows: Three months ended September 30, 2021 Purchases Percentage of purchases Vendors Vendor A $ — — Three months ended September 30, 2020 Vendors Purchases Percentage of purchases Vendor A $ 24,401 90 Vendor B — — All vendors are located in Vietnam. (c) Credit risk Financial instruments that are potentially subject to credit risk consist principally of trade receivables. The Company believes the concentration of credit risk in its trade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information. (d) Exchange rate risk The reporting currency of the Company is US$, to date the majority of the revenues and costs are denominated in VND, SGD and INR and a significant portion of the assets and liabilities are denominated in VND, SGD and INR. As a result, the Company is exposed to foreign exchange risk as its revenues and results of operations may be affected by fluctuations in the exchange rate between US$ and VND, SGD and INR. If VND, SGD and INR depreciates against US$, the value of VND, SGD and INR revenues and assets as expressed in US$ financial statements will decline. The Company does not hold any derivative or other financial instruments that expose to substantial market risk. (e) Economic and political risks The Company's operations are conducted in the Republic of Vietnam. Accordingly, the Company's business, financial condition and results of operations may be influenced by the political, economic and legal environment in the Vietnam, and by the general state of the Vietnam economy. The Company's operations in the Vietnam and India are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company's results may be adversely affected by changes in the political and social conditions in the Vietnam and India, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE-18 COMMITMENTS AND CONTINGENCIES As of September 30, 2021, the Company has no material commitments or contingencies. Right issues under Series C-1 preferred stock The Company has issued warrant pursuant to the Series C-1 Subscription Agreement. Each redeemable warrant entitles the holder to purchase two (2) common shares at a price of $168 per share. The warrants shall be exercisable on or before December 31, 2020 and June 30, 2021, respectively. On April 19, 2021, the Company extended the termination date of the Warrant issued to Preferred series C-1 holder by six months from the expiration date of June 30, 2021 to December 31, 2021. The Company considers this warrant as permanent equity per ASC 815-40-35-2. As such, there is no value assigned to this extension. Financing arrangement (due to a shareholder) In February 2018, the Company entered into MOU with Connect Investment Pte Ltd (Enter Asia) for capital alliance for approximately 27% of shareholdings in the Company. Further, in August 2018, the said MOU was modified and shareholding was revised from 27% to 10% in the Company. However, subsequently in October 2020, it was agreed between both the parties to cease the said MOU with the understanding that there is no current and future obligation with either of them i.e. neither EnterAsia to make investment in the Company nor the Company to issue shares to EnterAsia. Further, the EnterAsia is going to get the shares of the Hottab Holdings Ltd (HHL) for the amount so far invested in the Company and therefore the amount due to EnterAsia is reclassified into the amount due to shareholder “Hottab Holdings Ltd”. SOSV In January 2019, the HPL entered into stock purchase agreement and accelerator contract for equity (ACE) with SOSV IV LLC (SOSV) whereby the HPL will issue shares representing 5% of their capital stock for the amounts of $ 168,000 75,000 48,000 45,000 75,000 75,000 117,000 100 75,000 75,000 Service contracts The Company carries various service contracts on its vendors for repairs, maintenance and inspections. All contracts are short term and can be cancelled. Material contracts On 28 May 2021, the Company entered into a business cooperation agreement with Paytech Company Limited (“Strategic Partners”) to provide payment integration and loyalty services to the platform that allows merchants to process transactions with consumers. As of date, this program have not started and expected to commence in next year 2022. On 15 August 2021, the Company entered into a business cooperation agreement with Rainbow Loyalty Company Limited (“Strategic Partners”) to provide loyalty services for merchants on the platform. As of date, this program have not started and expected to commence in next year 2022. Executive service agreements On April 1, 2017 the Company entered into an at-will Employment Agreement with Dennis Nguyen, its Chairman and Chief Executive Officer. The Employment Agreement provides for a monthly salary of $ 40,000 250 250,000 only 4 On September 1, 2021 the Company entered into a 5-year Employment Agreement with Raynauld Liang, its Chief Financial Officer and Singapore Country General Manager. The employment agreement provides Mr. Liang with compensation of (i) an annual base salary of $ 240,000 Litigation From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the Company’s business. The Company is not aware of any such legal proceedings that will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results. Two cases are employment actions filed by former employees who seek compensation alleged to be due pursuant to agreements with the Company. Both of the employees are represented by the same counsel and filed their cases in the Supreme Court of the State of New York, County of New York, in December 2019. In one of those actions, a former employee claims entitlement to compensation and a bonus totaling $566,000 and 39,000-58,500 shares of Company common stock, together with costs. The Company responded to the complaint and also asserted counterclaims in the proceeding for $1,500,000 to $4,000,000 plus punitive damages, together with interest and costs, arising from, inter alia, the former employee’s breach of contract, unfair competition, misappropriation of trade secrets and breach of fiduciary duty. In the other employment action, another former employee claims entitlement to salary payments and expense reimbursement in the amount of $ 122,042 The third case also involves one of those former employees; therein, a Company affiliate filed suit in February 2020 seeking enforcement, by way of specific performance, of an agreement which entitles the affiliate to purchase all of the 99 percent of the shares of the plaintiff-entity which alleges entitlement to $8 million in shares of the Company’s Series A Preferred Stock in one of the employment actions described above. The former employee has responded to the Company’s complaint in this action with a motion to dismiss, which was later withdrawn by same, and then by way of an answer without counterclaims. The judge assigned to this action has announced his retirement and the case has not yet been reassigned. The Company was in an AAA arbitration defending allegations of breach of an agreement. The Demand for Arbitration therein, dated August 25, 2020, asserted that the Petitioner, an LLC, had an agreement with the Company and its CEO granting the Petitioner the right to require the Company to redeem certain common stock in the Company for a cash payment. The Demand alleged that the Petitioner submitted a Redemption Notice, as required under the alleged agreement, obligating the Company to redeem the shares. The Demand alleged that the failure of the Company to redeem the shares and pay Petitioner further obligated the Company to provide additional common stock to the Petitioner. The amount alleged to be due to the Petitioner as of July 31, 2020 was said to be $590,461.94 and growing daily while the number of additional common stock shares alleged to be due to Petitioner as of July 31, 2020 was said to be 708,542,582 and growing, daily. In order to avoid an adverse award, the Company agreed to settle the matter for the sum of $550,000. No additional shares were included in the settlement agreement. The settlement sum was required to be paid in two tranches, with $250,000 to have been paid on or before May 28, 2021 and the remaining $300,000 to be paid on or before June 30, 2021. The Company made the required settlement payments and the matter is now considered closed. On or about March 5, 2021, SOSV IV LLC (“SOSV”) sent a demand letter to the Company in regard to its investment in Hottab Pte. Ltd. (“Hottab”). In this letter, and the subsequently filed lawsuits, SOSV alleges that it entered into an investment arrangement with Hottab in which SOSV was to receive five percent (5%) of the common stock of Hottab and entered into an Accelerator Contract for Equity (the “ACE”) pursuant to which it alleges to have invested a sum of $168,000 with Hottab. These events are alleged to have taken place prior to the Company’s acquisition of Hottab. SOSV alleges that the Company subsequently acquired all of the outstanding shares of Hottab, which it alleges triggered a liquidity event clause under the ACE requiring the Company, by way of its ownership of Hottab, to pay SOSV twice its investment, or $336,000. SOSV further alleges that subsequent to a term sheet between the Company and Hottab being executed, the Company entered into an agreement to purchase one hundred percent (100%) of the issued and outstanding shares of Hottab from Hottab Holdings Limited (“Hottab Holdings”). As SOSV does not have any interest in Hottab Holdings, it did not receive any consideration as allegedly provided under the ACE. Upon these allegations, SOSV asserts causes of action sounding in fraudulent misrepresentation/concealment, breach of contract, breach of the covenant of good faith and fair dealing, quantum meruit and/or unjust enrichment, promissory estoppel, oppression of minority shareholder, and breach of fiduciary duties. SOSV seeks damages in the amount of $336,000.00 in addition damages equal to the value of SOSV’s alleged equity in Hottab or in the alternative shares of the Company in an amount equal to SOSV’s ownership interest in Hottab at the time of the purchase of Hottab’s shares from Hottab Holdings. Initially, SOSV filed suit in the District Court for New Jersey on June 10, 2021. SOSV voluntarily dismissed its New Jersey lawsuit and on October 29, 2021, re-filed the action in the Southern District of New York. The New York lawsuit was also voluntarily dismissed by SOSV. However, SOSV may choose to re-file its lawsuit. The Company denies the accusations of SOSV and intends to vigorously defend this matter if the action is re-filed. As the lawsuit has been voluntarily dismissed, there have been no proceedings and we are unable to prognosticate a likelihood of success, or whether SOSV will re-file the action. As of September 30, 2021 and December 31, 2020, the Company had a total of $75,000 and $75,000 outstanding on this account, respectively. As of September 30, 2021, the Company expects no possible loss from these legal proceedings and no provision is accrued accordingly. |
SEGMENT REPORTING
SEGMENT REPORTING | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE-19 SEGMENT REPORTING We have two reportable segments: (i) e-commerce and (ii) Merchant POS. The e-commerce segment includes the operations of Sopa Technology Company Ltd. Additionally, the Merchant POS segment comprises the operations of Hottab group and SOPA entities except SOPA Technology Company Ltd. Lastly, reported under Merchant POS included acquired operating segment, Hottab group and all SOPA entities except SOPA Technology Company Ltd . Merchant POS includes Hardware sales, subscription sales and e-Commerce includes online ordering such as Fashion & Accessories, Beauty & Personal Care, and Home & Lifestyle. Our Chief Operating Decision Maker (CODM) evaluate operating segments using the following table presents revenues and gross profits by reportable segment and asset except liability information. Schedule of Segment Reporting Nine Months Ended September 30, 2021 e-Commerce Merchant POS Total Revenue Hardware sales $ — $ 335 $ 335 Software subscription — 26,970 26,970 Sales – online ordering 73,518 — 73,518 Total revenue 73,518 27,305 100,823 Cost of sales: Hardware sales — (165 ) (165 ) Software subscription (166,761 ) (39,626 ) (206,387 ) Cost of online ordering (57,741 ) — (57,741 ) Total cost of revenue (224,502 ) (39,791 ) (264,293 ) Operating Expenses Sales and marketing expenses (78,808 ) (6,219 ) (85,027 ) Software development costs — (76,698 ) (76,698 ) Impairment loss (200,000 ) — (200,000 ) General and administrative expenses (73,285 ) (14,341,077 ) (14,414,362 ) Total operating expenses (352,093 ) (14,423,994 ) (14,776,087 ) Loss from operations (503,077 ) (14,436,180 ) (14,939,557 ) Three Months Ended September 30, 2021 e-Commerce Merchant POS Total Revenue Hardware sales $ — $ — $ — Software subscription — 10,016 10,016 Sales – online ordering 73,518 — 73,518 Total revenue 73,518 10,016 83,534 Cost of sales: Hardware sales — — — Software subscription (80,557 ) (21,138 ) (101,695 ) Cost of online ordering (57,741 ) — (57,741 ) Total cost of revenue (138,298 ) (21,138 ) (159,436 ) Operating Expenses Sales and marketing expenses (40,744 ) (2,099 ) (42,843 ) Software development costs — (9,709 ) (9,709 ) Impairment loss — — — General and administrative expenses (48,658 ) (8,243,805 ) (8,292,463 ) Total operating expenses (89,402 ) (8,255,613 ) (8,345,015 ) Loss from operations (154,182 ) (8,266,735 ) (8,420,917 ) September 30, 2021 e-Commerce Merchant POS Total Identifiable assets $ 147,950 $ 11,170,288 $ 11,318,238 December 31, 2020 e-Commerce Merchant POS Total Identifiable assets $ — $ 7,866,273 $ 7,866,273 Nine Months Ended September 30, 2020 e-Commerce Merchant POS Total Revenue Hardware sales $ — $ 3,510 $ 3,510 Software subscription — 37,752 37,752 Sales – online ordering — — — Total revenue — 41,262 41,262 Cost of sales: Hardware sales — (2,982 ) (2,982 ) Software subscription — (56,127 ) (56,127 ) Cost of online ordering — — — Total cost of revenue — (59,109 ) (59,109 ) Operating Expenses Sales and marketing expenses — (3,125 ) (3,125 ) Software development costs — (139,151 ) (139,151 ) Impairment loss — (8,778 ) (8,778 ) General and administrative expenses — (2,311,266 ) (2,311,266 ) Total operating expenses — (2,462,320 ) (2,462,320 ) Loss from operations — (2,480,167 ) (2,480,167 ) Three Months Ended September 30, 2020 e-Commerce Merchant POS Total Revenue Hardware sales $ — $ 585 $ 585 Software subscription — 11,044 11,044 Sales – online ordering — — — Total revenue — 11,629 11,629 Cost of sales: Hardware sales — (585 ) (585 ) Software subscription — (19,731 ) (19,731 ) Cost of online ordering — — — Total cost of revenue — (20,316 ) (20,316 ) Operating Expenses Sales and marketing expenses — — — Software development costs — (33,658 ) (33,658 ) Impairment loss — 4,164 4,164 General and administrative expenses — (1,580,287 ) (1,580,287 ) Total operating expenses — (1,609,781 ) (1,609,781 ) Loss from operations — (1,618,468 ) (1,618,468 ) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE-20 SUBSEQUENT EVENTS In accordance with ASC Topic 855, “ Subsequent Events On November 8, 2021, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Maxim Group LLC, acting as representative to the underwriters (the “Representative”), related to the initial public offering of 2,888,889 0.0001 9.00 $9.00 236,111 26,000,001 2,124,999 On December 1, 2021, Leflair Incorporated under the laws of the State of Navada and subsequently share issued to the Company on December 7, 2021 as wholly-owned subsidiary. On December 6, 2021, the Company entered into two consulting agreements with China-America Culture Media Inc. and New Continental Technology Inc., acting as Consultanct to assist the Company in completing certain Business Opportunities with potential partners until February 28, 2023. The consideration of the service are $ 3,250,000 3,190,000 Upon the IPO Closings, all outstanding shares of preferred stock series A, B, B-1, C and C-1 automatically converted into 888,889 764,400 48,000 465,600 4,195,200 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | • Basis of presentation The accompanying unaudited interim consolidated condensed financial statements of Society Pass Incorporated have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with Article 8-03 of Regulation S-X. Accordingly, they do not include all the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting only of normal recurring accruals necessary for a fair statement of financial position, results of operations and cash flows, have been included. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the financial statements and the accompanying notes included in the Company’s registration statement on Form S-1 for the year ended December 31, 2020. The year-end balance sheet data presented for comparative purposes was derived from audited financial statements, but does not include all disclosures required by GAAP. The results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the operating results for the year ending December 31, 2021 or for any other subsequent interim period. |
Use of estimates and assumptions | • Use of estimates and assumptions In preparing these condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the years reported. Actual results may differ from these estimates. If actual results significantly differ from the Company’s estimates, the Company’s financial condition and results of operations could be materially impacted. Significant estimates in the period include the allowance for doubtful accounts on accounts and other receivables, assumptions used in assessing right of use assets, imputed interest on due to related parties, and impairment of long-term assets, business acquisition allocation of purchase consideration, and deferred tax valuation allowance. |
Basis of consolidation | • Basis of consolidation The condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation. In addition, certain amounts in the prior periods’ consolidated financial statements have been reclassified to conform to the current period presentation. |
Cash and cash equivalents | • Cash and cash equivalents Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. As of September 30, 2021 and December 31, 2020, the cash and cash equivalent was amounted to $ 5,722,450 506,666 The Company currently has bank deposits with financial institutions in the U.S. which does not exceed FDIC insurance limits. FDIC insurance provides protection for bank deposits up to $ 250,000 4,895,306 208,635 |
Accounts receivable | • Accounts receivable Accounts receivable are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms, generally 30 to 90 days from completion of service. Credit is extended based on evaluation of a customer's financial condition, the customer credit-worthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectibility. At the end of fiscal year, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company considers the allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers. As of September 30, 2021 and December 31, 2020, the allowance for doubtful accounts amounted to $ 0 0 |
Inventories | • Inventories Inventories are stated at the lower of cost or net realizable value, cost being determined on a first-in-first-out method. Costs include hardware equipment and peripheral costs which are purchased from the Company’s suppliers as merchandized goods. The Company provides inventory allowances based on excess and obsolete inventories determined principally by customer demand. During the nine months ended September 30, 2021 and 2020, the Company recorded an allowance for obsolete inventories of $ 0 0 0 0 0 0 |
Property, plant and equipment | • Property, plant and equipment Plant 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: Schedule of Expected useful life Expected useful lives Computer equipment 3 Office equipment 5 Expenditures for repairs and maintenance are expensed as incurred. When assets have been 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 | • Impairment of long-lived assets In accordance with the provisions of ASC Topic 360, “ Impairment or Disposal of Long-Lived Assets |
Revenue recognition | • Revenue recognition The Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers • 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. The revenues are generated from a diversified a mix of marketplace activities and the services of the Company provide merchants to help them grow their businesses. The revenue streams consist of Consumer Facing revenues and Merchant Facing revenues. Consumer Facing Business The Company’s performance obligation includes providing connectivity between merchant and consumer, generally through an online ordering platform. The platform allows merchants to create account, place menu and track their sale reports on the merchant facing application. The platform also allows the consumers to create account and make orders from merchants on the consumer facing application. The platform allows delivering company to accept online delivery request and ship order from merchant to consumer. The Company also has online lifestyle platform allow customers to purchase high-end brands of all catergories: Under the Company’s smart search engine, consumers search or review their favorite brands among hundreds of choices in Apparel, Bags & Shoes, Accessory, Health & Beauty, Home & Lifestyle, International, Women, Men and Kids & Babies categories. The platform also allow consumers order from hundreds of vendor choices with personalized promotions based on purchase history and location. The platform has also partnered up with a Vietnam-based delivery company, Tikinow, to offer seamless delivery of product from merchant to consumer’s home or office at the touch of a button. Consumers place orders for delivery or pickup at the Company’s logistics center. Revenue streams for consumer facing business: F&B sector 1) Ordering fees comprise the fees that the different types of merchants pay for every completed transaction on the Platform, exclusive of delivery fees charged. Monthly/annual subscription fees or 10% commission on order value on each successful order will be charged. 2) Delivery fees include an upfront fixed fee and additional variable fees based on the distance. Various percentage of commission will be charged as delivery fee on each successful order received and delivered. The Company recognizes revenues from consumer facing business upon the completion of delivery and services rendered. During the period ended September 30, 2021 and 2020, the Company have not generated any revenue from this stream. Lifestyle sector 1) Customer placed orders on the website / app, sales orders report will be generated in the system. The Company will start to proceed to packaging and delivering customer. The sales recognised. During the nine months ended September 30, 2021 and 2020, the Company have generated $ 73,518 0 73,518 0 Merchant Facing Business Revenue streams for merchant facing business include: 1) Subscription fees consist of the fees that the Company charge merchants to get on the Merchant Marketing Program; 2) The Company provides optional add-on software services which includes Analytics and Chatbox capabilities at a fixed fee per month. 3) The Company collects commissions when they sell third party hardware and equipment (cashier stations, waiter tablets and printers) to merchants. 4) Vendor Financing. The Company collects brokerage fees whenever the Company facilitates financing transactions between merchants and one of the Company’s partner financial institutions. During the nine months ended September 30, 2021 and 2020, the Company have generated $26,970 and $37,752, respectively revenue from this stream. During the three months ended September 30, 2021 and 2020, the Company have generated $10,016 and $11,044, respectively revenue from this stream. Hardware Product Revenues — the Company generally is involved with the sale of on-premise appliances and end-point devices. The single performance obligation is to transfer the hardware product (which is to be installed with its licensed software integral to the functionality of the hardware product). The entire transaction price is allocated to the hardware product and is generally recognized as revenue at the time of delivery because the customer obtains control of the product at that point in time. It is concluded that control generally transfers at that point in time because the customer has title to the hardware, physical possession, and a present obligation to pay for the hardware. Payments for hardware contracts are generally due 30 to 90 days after shipment of the hardware product. The Company records revenues from the sales of third-party products on a “gross” basis pursuant to ASC 606-10 Revenue Recognition – Revenue from Contracts with Customers Software License Revenues — The Company’s performance obligation includes providing connectivity to software, generally through a monthly subscription, where the Company typically satisfies its performance obligations prior to the submission of invoices to the customer for such services. The Company’s software sale arrangements grant customers the right to access and use the software products which are to be installed with the relevant hardware for connectivity at the outset of an arrangement, and to be entitled to both technical support and software upgrades and enhancements during the term of the agreement. The term of the subscription period is generally 12 months, with the automatic renewal of another one year, and the subscription license service is billed monthly, quarterly or annually. Sales are generally recorded in the month the service is provided. For clients who are billed on an annual basis, deferred revenue is recorded and amortized over the life of the contract. Payments are generally due 30 to 90 days after delivery of the software licenses. The Company records its revenues on hardware product and software license, net of value added taxes (“VAT”) upon the services are rendered and the title and risk of loss of hardware products are fully transferred to the customers. The Company is subject to VAT which is levied on the majority of the hardware products at the rate of 10% on the invoiced value of sales. Contract assets In accordance with ASC 606-10-45-3, contract asset is when the Company’s right to payment for goods and services already transferred to a customer if that right to payment is conditional on something other than the passage of time. The Company will recognize a contract asset when it has fulfilled a contract obligation but must perform other obligations before being entitled to payment. There were no contract assets at September 30, 2021 and December 31, 2020. Contract liabilities In accordance with ASC 606-10-45-2, a contract liability is Company’s obligation to transfer goods or services to a customer when the customer prepays consideration or when the customer’s consideration is due for goods and services that the Company will yet provide whichever happens earlier. Contract liabilities represent amounts collected from, or invoiced to, customers in excess of revenues recognized, primarily from the billing of annual subscription agreements. The value of contract liabilities will increase or decrease based on the timing of invoices and recognition of revenue. The Company’s contract liability balance was $ 35,582 18,646 Contract costs Under ASC-606, the Company applies the following three steps in order to evaluate the costs to be capitalized as it fulfills following three criteria: • Incremental costs directly related to a specific contract; • Costs that generate or enhance resources of the company that will be used to satisfy performance of the terms of the contract; and • Costs that are expected to be recovered from the customer. No contract costs are capitalized for the nine months ended September 30, 2021 and 2020. No contract costs are capitalized for the three months ended September 30, 2021 and 2020. |
Software development costs | • Software development costs In accordance with the relevant FASB accounting guidance regarding the development of software to be sold, leased, or marketed, the Company expenses such costs as they are incurred until technological feasibility has been established, at and after which time these costs are capitalized until the product is available for general release to customers. Once the technological feasibility is established per ASC 985-20, the Company capitalizes costs associated with the acquisition or development of major software for internal and external use in the balance sheet. Costs incurred to enhance the Company’s software products, after general market release of the services using the products, is expensed in the period they are incurred. The Company only capitalizes subsequent additions, modifications or upgrades to internally developed software to the extent that such changes allow the software to perform a task it previously did not perform. The Company also expenses website costs as incurred. Research and development expenditures in the development of its own software are charged to operations as incurred. Based on the software development process, technological feasibility is established upon completion of a working model, which also requires certification and extensive testing. Costs incurred by the Company between completion of the working model and the point at which the product is ready for general release are immaterial. For the nine months ended September 30, 2021 and 2020, the software development costs were $ 76,698 139,151 9,709 33,658 |
Product warranties | • Product warranties The Company’s provision for estimated future warranty costs is based upon historical relationship of warranty claims to sales. Based upon historical sales trends and warranties provided by the Company’s suppliers, the Company has concluded that no warranty liability is required as of September 30, 2021 and December 31, 2020. To date, product allowance and returns have been minimal and, based on its experience, the Company believes that returns of its products will continue to be minimal. |
Shipping and handling costs | • Shipping and handling costs No shipping and handling costs are associated with the distribution of the products to the customers which are borne by the Company’s suppliers or distributors. |
Sales and marketing | • Sales and marketing Sales and marketing expenses include payroll, employee benefits and other headcount-related expenses associated with sales and marketing personnel, and the costs of advertising, promotions, seminars, and other programs. Advertising costs are expensed as incurred. Advertising expense was $ 85,027 3,125 42,843 0 |
Income tax | • Income tax The Company adopted the ASC 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. The Company and its wholly-owned foreign subsidiary, is subject to income taxes in the jurisdictions in which it operates. Significant judgment is required in determining the provision for income tax. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The company recognizes liabilities for anticipated tax audit issues based on the Company’s current understanding of the tax law. Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made. |
Uncertain tax positions | • Uncertain tax positions The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC 740 provisions of Section 740-10-25 for the three and nine months ended September 30, 2021 and 2020. |
Foreign currencies translation and transactions | • Foreign currencies translation and transactions The reporting currency of the Company is United States Dollar ("US$") and the accompanying condensed consolidated financial statements have been expressed in US$. In addition, the Company’s subsidiary is operating in the Republic of Vietnam and India and maintains its books and record in its local currency, Vietnam Dong (“VND”) and Indian Rupee (“INR), respectively, which are the 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 subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Shareholders’ equity is translated using the historical rates. Revenues and expenses are translated at average rates prevailing during the year. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statements of changes in shareholder’s equity. Translation of amounts from SGD$ into US$ has been made at the following exchange rates for the three and nine months ended September 30, 2021 and 2020: Schedule of Foreign currencies translation and transactions September 30, 2021 September 30, 2020 Period-end SGD$:US$ exchange rate $ 0.73534 $ 0.73118 Period average SGD$:US$ exchange rate $ 0.74658 $ 0.71922 Translation of amounts from VND into US$ has been made at the following exchange rates for the three and nine months ended September 30, 2021 and 2020: September 30, 2021 September 30, 2020 Period-end VND$:US$ exchange rate $ 0.000044 $ 0.000043 Period average VND$:US$ exchange rate $ 0.000043 $ 0.000043 Translation of amounts from INR into US$ has been made at the following exchange rates for the three and nine months ended September 30, 2021 and 2020: September 30, 2021 September 30, 2020 Period-end INR$:US$ exchange rate $ 0.013463 $ 0.013570 Period average INR$:US$ exchange rate $ 0.013576 $ 0.013490 Translation gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are translated, as the case may be, at the rate on the date of the transaction and included in the results of operations as incurred. Foreign Exchange Loss (Gain). We recorded a foreign exchange gain of $ 8,859 51,183 0.73534 0.73118 0.013463 0.013570 0.000044 0.000043 |
Comprehensive income | • Comprehensive income ASC Topic 220, “ Comprehensive Income |
Leases | • Leases The Company adopted Topic 842, Leases ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company generally use the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. In accordance with the guidance in ASC 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. As of September 30, 2021 and December 31, 2020, the Company recorded the right of use asset of $ 529,782 79,109 |
Related parties | • Related parties The Company follows the ASC 850-10, Related Party Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The condensed consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. |
Commitments and contingencies | • Commitments and contingencies The Company follows the ASC 450-20, Commitments If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. |
Fair value of financial instruments | • Fair value of financial instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, accounts receivable, deposits, prepayments and other receivables, contract liabilities, accrued liabilities and other payables, amounts due to related parties and operating lease liabilities, approximate their fair values because of the short maturity of these instruments. |
Cost of goods sold | • Cost of goods sold Cost of goods sold consists of the cost of hardware, software and payroll, which are directly attributable to the sales of products. The cost also consists of costs of materials which has been sold attributable to the sales of high-end products. Additional costs may include freight paid to acquire the goods, custom duties, sales or use taxes not recoverable paid on materials used, and any fee for purchase. |
Share-based compensation | • Share-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. As of September 30, 2021, those shares issued for service compensations were immediately vested, and therefore this amount is thus recognized as expense with an offset to preferred or September 30, 2021 and 2020, the stock-based compensations are recorded in the General and administrative expenses within the Condensed Consolidated Statements of Operations and Other Comprehensive Loss.” |
Business combinations | • Business combinations The Company follows ASC 805, Business Combinations (“ASC 805”) and ASC 810-10-65, Consolidation. ASC 805 requires most identifiable assets, liabilities, non-controlling interests, and goodwill acquired in a business combination to be recorded at “fair value.” The statement applies to all business combinations, including combinations among mutual entities and combinations by contract alone. Under ASC 805, all business combinations are accounted for by applying the acquisition method. Accounting for goodwill requires significant management estimates and judgment. Management performs periodic reviews of the carrying value of goodwill to determine whether events and circumstances indicate that an impairment in value may have occurred. A variety of factors could cause the carrying value of goodwill to become impaired. A write-down of the carrying value of goodwill could result in a non-cash charge, which could have an adverse effect on the Company’s results of operations. |
Earnings per share | • Earnings per share Basic per share amounts are calculated using the weighted average shares outstanding during the year, excluding unvested restricted stock units. The Company uses the treasury stock method to determine the dilutive effect of stock options and other dilutive instruments. Under the treasury stock method, only “in the money” dilutive instruments impact the diluted calculations in computing diluted earnings per share. Diluted calculations reflect the weighted average incremental common shares that would be issued upon exercise of dilutive options assuming the proceeds would be used to repurchase shares at average market prices for the period. As of September 30, 2021 and December 31, 2020, the Company has the number of shares of common stock to be issued upon conversion of below: Schedule of Common stock issued As of September 30, As of December 31, 2021 2020 Series A Convertible Preferred Stock (a) 8,000 8,000 Series B Convertible Preferred Stock 764,400 764,400 Series B-1 Convertible Preferred Stock 48,000 48,000 Series C Convertible Preferred Stock 465,600 108,600 Series C-1 Convertible Preferred Stock 4,195,200 865,500 Warrants granted — — Warrants granted with Series C-1 Convertible Preferred Stock 1,178,700 614,100 Total: 6,659,900 2,408,600 (a) The Series A the conversion formula is aggregate Stated Value divided by IPO price (Stated Value for each Series A preferred share is $1,000). There are 8,000 shares of Series A Preferred Stock issued and outstanding (10,000 shares are designated Series A). The conversion formula would be $8 million (the aggregate stated value) divided by IPO price. |
Segment Reporting | • Segment Reporting ASC Topic 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in condensed consolidated financial statements. For the nine months ended September 30, 2021 and 2020, the Company operates in two reportable operating segment. |
Emerging Growth Company | • Emerging Growth Company We are an “emerging growth company” under the JOBS Act. For as long as we are an “emerging growth company,” we are not required to: (i) comply with any new or revised financial accounting standards that have different effective dates for public and private companies until those standards would otherwise apply to private companies, (ii) provide an auditor’s attestation report on management’s assessment of the effectiveness of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (iii) comply with any new requirements adopted by the Public Company Accounting Oversight Board (“PCAOB”) requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer or (iv) comply with any new audit rules adopted by the PCAOB after April 5, 2012, unless the SEC determines otherwise. However, we have elected to “opt out” of the extended transition period discussed in (i) and will therefore comply with new or revised accounting standards on the applicable dates on which the adoption of such standards are required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of such extended transition period for compliance with new or revised accounting standards is irrevocable. |
Recent Accounting Pronouncements | • Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. 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. Accounting Standards Adopted In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements Accounting Standards Issued, Not Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments In December 2019, the FASB issued ASU No. 2019-12, Income Taxes: Simplifying the Accounting for Income Taxes In March 2020, the FASB issued ASU 2020-03, “Codification Improvements to Financial Instruments”: The amendments in this update are to clarify, correct errors in, or make minor improvements to a variety of ASC topics. The changes in ASU 2020-03 are not expected to have a significant effect on current accounting practices. The ASU improves various financial instrument topics in the Codification to increase stakeholder awareness of the amendments and to expedite the improvement process by making the Codification easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. The ASU is effective for smaller reporting companies for fiscal years beginning after December 15, 2022 with early application permitted. The Company is currently evaluating the impact the adoption of this guidance may have on its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06 Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) related to the measurement and disclosure requirements for convertible instruments and contracts in an entity's own equity. The pronouncement simplifies and adds disclosure requirements for the accounting and measurement of convertible instruments and the settlement assessment for contracts in an entity's own equity. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2021 and early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the impact that this standard will have on its consolidated financial statements. No other new accounting pronouncements were issued or became effective in the period that had, or are expected to have, a material impact on our condensed consolidated Financial Statements. |
DESCRIPTION OF BUSINESS AND O_2
DESCRIPTION OF BUSINESS AND ORGANIZATION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Description of subsidiaries | Schedule of Description of subsidiaries Name Place and date of incorporation Principal activities Particulars of registered/ paid up share Capital Effective interest held Society Technology LLC State of Nevada January 24, 2019 IP Licensing US$1 100 SOPA Cognitive Analytics Private Limited India February 5, 2019 Computer sciences consultancy and data analytics INR1,238,470 100 SOPA Technology Pte. Ltd Singapore June 4, 2019 Investment holding SG$1,250,000 100 SOPA Technology Company Limited Vietnam October 1, 2019 Software production Registered: VND 2,307,300,000; Paid up: VND 1,034,029,911 100 Hottab Pte Ltd. (HPL) Singapore January 17, 2015 Software development and marketing for the F&B industry SG$620,287.75 100 Hottab Vietnam Co. Ltd Vietnam April 17, 2015 Sale of POS hardware and software VND 1,000,000,000 100 Hottab Asset Company Limited Vietnam July 25, 2019 Sale of POS hardware and software VND 5,000,000,000 100 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Expected useful life | Schedule of Expected useful life Expected useful lives Computer equipment 3 Office equipment 5 |
Schedule of Foreign currencies translation and transactions | Schedule of Foreign currencies translation and transactions September 30, 2021 September 30, 2020 Period-end SGD$:US$ exchange rate $ 0.73534 $ 0.73118 Period average SGD$:US$ exchange rate $ 0.74658 $ 0.71922 Translation of amounts from VND into US$ has been made at the following exchange rates for the three and nine months ended September 30, 2021 and 2020: September 30, 2021 September 30, 2020 Period-end VND$:US$ exchange rate $ 0.000044 $ 0.000043 Period average VND$:US$ exchange rate $ 0.000043 $ 0.000043 Translation of amounts from INR into US$ has been made at the following exchange rates for the three and nine months ended September 30, 2021 and 2020: September 30, 2021 September 30, 2020 Period-end INR$:US$ exchange rate $ 0.013463 $ 0.013570 Period average INR$:US$ exchange rate $ 0.013576 $ 0.013490 |
Schedule of Common stock issued | Schedule of Common stock issued As of September 30, As of December 31, 2021 2020 Series A Convertible Preferred Stock (a) 8,000 8,000 Series B Convertible Preferred Stock 764,400 764,400 Series B-1 Convertible Preferred Stock 48,000 48,000 Series C Convertible Preferred Stock 465,600 108,600 Series C-1 Convertible Preferred Stock 4,195,200 865,500 Warrants granted — — Warrants granted with Series C-1 Convertible Preferred Stock 1,178,700 614,100 Total: 6,659,900 2,408,600 (a) The Series A the conversion formula is aggregate Stated Value divided by IPO price (Stated Value for each Series A preferred share is $1,000). There are 8,000 shares of Series A Preferred Stock issued and outstanding (10,000 shares are designated Series A). The conversion formula would be $8 million (the aggregate stated value) divided by IPO price. |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Purchase price allocation | Schedule of Purchase price allocation Purchase price allocation: Fair value of stock at closing $ 900,000 Cash paid 75,000 Deferred payments- Cash 71,422 Deferred payment- shares 531,380 Less cash received (15,337 ) Purchase price $ 1,562,465 |
Schedule of Acquisition of assets and liability | Schedule of Acquisition of assets and liability Acquired assets: Trade receivables $ 6,906 Other receivables 1,857 Total acquired assets 8,763 Less: Assumed liabilities Trade payables 39,147 Accrued liabilities and other payable 68,458 Amounts due to related parties 1,080,904 Deferred revenue 23,789 Total Assumed liabilities 1,212,298 Fair value of net liabilities assumed (1,203,535 ) Goodwill recorded 2,766,000 Cash consideration allocated $ 1,562,465 |
REVENUE (Tables)
REVENUE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue | |
Schedule of Revenue | Schedule of Revenue Three months ended Nine months ended 2021 2020 2021 2020 Hardware sales $ — $ 585 $ 335 $ 3,510 Software subscription 10,016 11,044 26,970 37,752 Sales – online ordering 73,518 — 73,518 — $ 83,534 $ 11,629 $ 100,823 $ 41,262 |
Schedule of geographic segments | Schedule of geographic segments Three months ended Nine months ended 2021 2020 2021 2020 Indonesia $ 10,016 $ 9,788 $ 24,813 $ 31,604 Vietnam — 1,841 2,492 9,658 $ 10,016 $ 11,629 $ 27,305 $ 41,262 Online Ordering Revenues. Sales are based on the countries in which the customer is located. Summarized financial information concerning our geographic segments is shown in the following tables: Three months ended Nine months ended 2021 2020 2021 2020 Indonesia $ — $ — $ — $ — Vietnam 73,518 — 73,518 — $ 73,518 $ — $ 73,518 $ — |
Schedule of Contract liabilities | Schedule of Contract liabilities Period ended September 30, 2021 Year ended December 31, 2020 (Unaudited) Contract liabilities, brought forward $ 18,646 $ 19,843 Add: recognized as deferred revenue 35,582 47,090 Less: recognized as current period/year revenue (18,646 ) (48,287 ) Contract liabilities, carried forward $ 35,582 $ 18,646 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Schedule of intangible assets Useful life September 30, 2021 December 31, 2020 (Unaudited) At cost: Software platform 2.5 $ 8,000,000 $ 8,000,000 Other intangible assets 3 5 1,725 1,725 8,001,725 8,001,725 Less: accumulated amortization (3,201,725 ) (801,725 ) $ 4,800,000 $ 7,200,000 |
Schedule of Amortization of intangible assets | Schedule of Amortization of intangible assets Year ending December 31: Amount 2021 (remaining period) $ 800,000 2022 3,200,000 2023 800,000 Total $ 4,800,000 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property plant and equipment | Schedule of Property plant and equipment September 30, 2021 December 31, 2020 (Unaudited) At cost: Computer $ 29,206 $ 29,206 Office equipment 1,721 1,721 30,927 30,927 Less: accumulated depreciation (19,403 ) (12,755 ) Less: exchange difference (444 ) (103 ) $ 11,080 $ 18,069 |
ASSET PURCHASE AGREEMENT (Table
ASSET PURCHASE AGREEMENT (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Asset Purchase Agreement | |
Schedule of Asset acquisition | Schedule of Asset acquisition Acquired assets: Intellectual property $ 200,000 Less: Assumed liabilities Accrued liabilities and other payable — Fair value of net assets acquired 200,000 Impairment loss recorded (200,000 ) Net asset value $ — |
AMOUNTS DUE FROM (TO) RELATED_2
AMOUNTS DUE FROM (TO) RELATED PARTIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Amounts Due From To Related Parties | |
Schedule of Amount due to related parties | Schedule of Amount due to related parties September 30, 2021 December 31, 2020 (Unaudited) Amounts due to related parties (a) $ 24,763 $ 96,940 Amounts due to shareholders (b) — 738,964 Amount due to a director (c) — 735,833 $ 24,763 $ 1,571,737 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts payable | Schedule of Accounts payable September 30, 2021 December 31, 2020 (Unaudited) Accounts payable $ 104,680 $ 54,256 Accrued liabilities and other payables- Related Party (a) 224,669 197,548 Accrued liabilities and other payables (b) 527,971 480,024 Total Accounts payable $ 857,320 $ 731,828 |
Schedule of Accrued liabilities | Schedule of Accrued liabilities September 30, 2021 December 31, 2020 (Unaudited) Accrued payroll $ 54,528 $ 58,092 Other accrual 154,325 146,826 Other payables (c) 245,000 245,000 Accrued vat expenses 19,932 1,788 Accrued taxes 54,186 28,318 Total Accrued liabilities $ 527,971 $ 480,024 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Schedule of Lease expenses | Schedule of Lease expenses Three months ended Nine months ended 2021 2020 2021 2020 Operating lease expense (per ASC 842) $ 13,554 $ 6,076 $ 31,975 $ 21,802 Short-term lease expense (other than ASC 842) 63,363 4,627 66,420 31,258 Total lease expense $ 76,917 $ 10,703 $ 98,395 $ 53,060 |
Schedule of Future Contractual Lease Payments | Schedule of Future Contractual Lease Payments Years ended September 30, Operating lease amount 2022 $ 190,025 2023 166,530 2024 147,813 2025 77,997 Total 582,365 Less: interest (49,053 ) Present value of lease liabilities $ 533,312 Less: non-current portion (365,539 ) Present value of lease liabilities – current liability $ 167,773 |
SHAREHOLDERS_ DEFICIT (Tables)
SHAREHOLDERS’ DEFICIT (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of Stock option assumptions | Schedule of Stock option assumptions September 30, 2021 December 31, 2020 Dividend rate 0 % 0 % Risk-free rate 2 % 2 % Weighted average expected life (years) 9 9 Expected volatility 0 % 0 %(a) Share price $ 0.22 $ 0.22 (a) The Company considered no volatility as from inception through the date there is very minimal transaction of the Company common stock. |
Schedule of warrants issued and outstanding | Schedule of warrants issued and outstanding Warrants Weighted average exercise price Weighted Outstanding as of December 31, 2019 (a) 21,000 $ 0.0001 1.3 Issued (b) 4,094 $ 420 0.9 Exercised (21,838 ) $ (6.34 ) 1 Expired (1,209 ) $ (420 ) ( 0.6 ) Outstanding as of December 31, 2020 2,047 $ 420 0.6 Issued (b) 2,120 $ 420 0.5 Exercised (238 ) $ (420 ) — Expired — — — Outstanding as of September 30, 2021 (b) 3,929 $ 420 0.5 There is no intrinsic value for warrants as of September 30, 2021 and December 31, 2020. (a) Common stock will be issued if those warrants exercise. (b) Preferred stock series C-1 will be issued if those warrants exercise. |
PREFERRED STOCKS AND WARRANTS (
PREFERRED STOCKS AND WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Preferred Stocks And Warrants | |
Schedule of Preferred stocks | Schedule of Preferred stocks No. of shares Stated Value Series A Convertible Preferred Stock 10,000 $ 1,000 Series B Convertible Preferred Stock 10,000 $ 1,336 Series B-1 Convertible Preferred Stock 15,000 $ 2,917 Series C Convertible Preferred Stock 15,000 $ 5,763 Series C-1 Convertible Preferred Stock 30,000 $ 420 Series X Super Voting Preferred Stock 3,500 $ 0.0001 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss before income tax | Schedule of Loss before income tax Nine months ended September 30, 2021 2020 Tax jurisdiction from: - Local $ 14,272,684 $ — - Foreign 1,246,371 2,507,042 Loss before income taxes $ 15,519,055 $ 2,507,042 |
Schedule of provision for income taxes | Schedule of provision for income taxes Nine months ended September 30, 2021 2020 Current: - United States $ — $ — - Singapore — — - Vietnam — — - India 9,943 15,069 Deferred: - United States — — - Singapore — — - Vietnam — — - India — — Income tax expense $ 9,943 $ 15,069 |
Schedule of Effective Income Tax Rate Reconciliation | Schedule of Effective Income Tax Rate Reconciliation Nine months ended September 30, 2021 2020 Loss before income taxes $ (450,407 ) $ (233,689 ) Statutory income tax rate 20 % 20 % Income tax expense at statutory rate (90,081 ) (46,738 ) Tax effect of allowance 90,081 46,738 Income tax expense $ — $ — As of September 30, 2021, the operation in the Vietnam incurred $ 859,275 171,855 India The Company’s subsidiary operating in India is subject to the India Income Tax at a standard income tax rate of 25 Nine months ended September 30, 2021 2020 Income before income taxes $ 17,716 $ (182,363 ) Statutory income tax rate 25 % 15 % Income tax expense at statutory rate 4,429 (27,354 ) Tax effect of allowance 5,514 42,423 Income tax expense $ 9,943 $ 15,069 |
Schedule of Deferred Tax Assets and Liabilities | Schedule of Deferred Tax Assets and Liabilities September 30, 2021 December 31, 2020 (Unaudited) Deferred tax assets: Net operating loss carryforwards - United States $ 5,269,929 $ 2,171,941 - Singapore 230,027 131,985 - Vietnam 171,855 81,774 - India — — 5,671,811 2,385,700 Less: valuation allowance (5,671,811 ) (2,385,700 ) Deferred tax assets, net $ — $ — |
CONCENTRATIONS OF RISK (Tables)
CONCENTRATIONS OF RISK (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Risks and Uncertainties [Abstract] | |
Schedule of concentrations of risk | Schedule of concentrations of risk Nine months ended September 30, 2021 September 30, 2021 Customer Revenues Percentage Accounts Customer A $ 24,813 25 % $ 19,308 Customer B $ 12,615 13 % $ — Customer C $ 58,300 58 % $ 68,285 * * - This included value added taxes (“VAT”) Nine months ended September 30, 2020 September 30, 2020 Customer Revenues Percentage Accounts Customer A $ 31,604 76 % $ — For the three months ended September 30, 2021 and 2020, the customers who accounted for 10% or more of the Company’s revenues and its outstanding receivable balances at year-end dates, are presented as follows: Three months ended September 30, 2021 Customer Revenues Percentage Customer A $ 10,016 12 % Customer B $ 12,615 13 % Customer C $ 58,300 58 % Three months ended September 30, 2020 Customer Revenues Percentage Customer A $ 9,789 84 % All customers are located in Vietnam except one located in Indonesia. (b) Major vendors For the nine months ended September 30, 2021 and 2020, the vendors who accounts for 10% or more of the Company’s hardware purchases and software cost its outstanding payable balances as at year-end dates, are presented as follows: Nine months ended September 30, 2021 September 30, 2021 Vendors Purchases Percentage of purchases Accounts payable Vendor A $ 30,577 27 $ 44,867 Vendor B $ 17,827 16 Nine months ended September 30, 2020 September 30, 2020 Vendors Purchases Percentage of purchases Accounts payable Vendor A $ 46,863 72 $ — Vendor B — — — For the three months ended September 30, 2021 and 2020, the vendors who accounts for 10% or more of the Company’s hardware purchases and software cost its outstanding payable balances as at year-end dates, are presented as follows: Three months ended September 30, 2021 Purchases Percentage of purchases Vendors Vendor A $ — — Three months ended September 30, 2020 Vendors Purchases Percentage of purchases Vendor A $ 24,401 90 Vendor B — — |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting | Schedule of Segment Reporting Nine Months Ended September 30, 2021 e-Commerce Merchant POS Total Revenue Hardware sales $ — $ 335 $ 335 Software subscription — 26,970 26,970 Sales – online ordering 73,518 — 73,518 Total revenue 73,518 27,305 100,823 Cost of sales: Hardware sales — (165 ) (165 ) Software subscription (166,761 ) (39,626 ) (206,387 ) Cost of online ordering (57,741 ) — (57,741 ) Total cost of revenue (224,502 ) (39,791 ) (264,293 ) Operating Expenses Sales and marketing expenses (78,808 ) (6,219 ) (85,027 ) Software development costs — (76,698 ) (76,698 ) Impairment loss (200,000 ) — (200,000 ) General and administrative expenses (73,285 ) (14,341,077 ) (14,414,362 ) Total operating expenses (352,093 ) (14,423,994 ) (14,776,087 ) Loss from operations (503,077 ) (14,436,180 ) (14,939,557 ) Three Months Ended September 30, 2021 e-Commerce Merchant POS Total Revenue Hardware sales $ — $ — $ — Software subscription — 10,016 10,016 Sales – online ordering 73,518 — 73,518 Total revenue 73,518 10,016 83,534 Cost of sales: Hardware sales — — — Software subscription (80,557 ) (21,138 ) (101,695 ) Cost of online ordering (57,741 ) — (57,741 ) Total cost of revenue (138,298 ) (21,138 ) (159,436 ) Operating Expenses Sales and marketing expenses (40,744 ) (2,099 ) (42,843 ) Software development costs — (9,709 ) (9,709 ) Impairment loss — — — General and administrative expenses (48,658 ) (8,243,805 ) (8,292,463 ) Total operating expenses (89,402 ) (8,255,613 ) (8,345,015 ) Loss from operations (154,182 ) (8,266,735 ) (8,420,917 ) September 30, 2021 e-Commerce Merchant POS Total Identifiable assets $ 147,950 $ 11,170,288 $ 11,318,238 December 31, 2020 e-Commerce Merchant POS Total Identifiable assets $ — $ 7,866,273 $ 7,866,273 Nine Months Ended September 30, 2020 e-Commerce Merchant POS Total Revenue Hardware sales $ — $ 3,510 $ 3,510 Software subscription — 37,752 37,752 Sales – online ordering — — — Total revenue — 41,262 41,262 Cost of sales: Hardware sales — (2,982 ) (2,982 ) Software subscription — (56,127 ) (56,127 ) Cost of online ordering — — — Total cost of revenue — (59,109 ) (59,109 ) Operating Expenses Sales and marketing expenses — (3,125 ) (3,125 ) Software development costs — (139,151 ) (139,151 ) Impairment loss — (8,778 ) (8,778 ) General and administrative expenses — (2,311,266 ) (2,311,266 ) Total operating expenses — (2,462,320 ) (2,462,320 ) Loss from operations — (2,480,167 ) (2,480,167 ) Three Months Ended September 30, 2020 e-Commerce Merchant POS Total Revenue Hardware sales $ — $ 585 $ 585 Software subscription — 11,044 11,044 Sales – online ordering — — — Total revenue — 11,629 11,629 Cost of sales: Hardware sales — (585 ) (585 ) Software subscription — (19,731 ) (19,731 ) Cost of online ordering — — — Total cost of revenue — (20,316 ) (20,316 ) Operating Expenses Sales and marketing expenses — — — Software development costs — (33,658 ) (33,658 ) Impairment loss — 4,164 4,164 General and administrative expenses — (1,580,287 ) (1,580,287 ) Total operating expenses — (1,609,781 ) (1,609,781 ) Loss from operations — (1,618,468 ) (1,618,468 ) |
DESCRIPTION OF BUSINESS AND O_3
DESCRIPTION OF BUSINESS AND ORGANIZATION (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Society Technology L L C [Member] | |
Name of subsidiary | Society Technology LLC |
Place of incorporation | State of Nevada |
Date of Incorporation | Jan. 24, 2019 |
Principal activity | IP Licensing |
Share capital | US$1 |
Ownership percentage | 100.00% |
S O P A Cognitive Analytics Private Limited [Member] | |
Name of subsidiary | SOPA Cognitive Analytics Private Limited |
Place of incorporation | India |
Date of Incorporation | Feb. 5, 2019 |
Principal activity | Computer sciences consultancy and data analytics |
Share capital | INR1,238,470 |
Ownership percentage | 100.00% |
S O P A Technology Pte Ltd [Member] | |
Name of subsidiary | SOPA Technology Pte. Ltd |
Place of incorporation | Singapore |
Date of Incorporation | Jun. 4, 2019 |
Principal activity | Investment holding |
Share capital | SG$1,250,000 |
Ownership percentage | 100.00% |
S O P A Technology Company Limited [Member] | |
Name of subsidiary | SOPA Technology Company Limited |
Place of incorporation | Vietnam |
Date of Incorporation | Oct. 1, 2019 |
Principal activity | Software production |
Ownership percentage | 100.00% |
Hottab Pte Ltd [Member] | |
Name of subsidiary | Hottab Pte Ltd. (HPL) |
Place of incorporation | Singapore |
Date of Incorporation | Jan. 17, 2015 |
Principal activity | Software development and marketing for the F&B industry |
Share capital | SG$620,287.75 |
Ownership percentage | 100.00% |
Hottab Vietnam Co Ltd [Member] | |
Name of subsidiary | Hottab Vietnam Co. Ltd |
Place of incorporation | Vietnam |
Date of Incorporation | Apr. 17, 2015 |
Principal activity | Sale of POS hardware and software |
Share capital | VND 1,000,000,000 |
Ownership percentage | 100.00% |
Hottab Asset Company Limited [Member] | |
Name of subsidiary | Hottab Asset Company Limited |
Place of incorporation | Vietnam |
Date of Incorporation | Jul. 25, 2019 |
Principal activity | Sale of POS hardware and software |
Share capital | VND 5,000,000,000 |
Ownership percentage | 100.00% |
DESCRIPTION OF BUSINESS AND O_4
DESCRIPTION OF BUSINESS AND ORGANIZATION (Details Narrative) - USD ($) | Feb. 10, 2021 | Sep. 21, 2021 | Sep. 30, 2021 |
Accounting Policies [Abstract] | |||
Sale of Stock, Consideration | $ 1,050,000 | ||
Share issued, value | 900,000 | ||
Cash consideration | 150,000 | ||
Aggregate value | $ 558,000 | ||
Stock Split | 750 for 1 | ||
Reverse stock split | 1 for 2.5 |
LIQUIDITY AND CAPITAL RESOURC_2
LIQUIDITY AND CAPITAL RESOURCES (Details Narrative) - USD ($) | Nov. 08, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||||||
Accumulated deficit | $ 28,116,309 | $ 28,116,309 | $ 12,587,311 | |||
Net loss | $ 8,429,267 | $ 1,626,993 | 15,528,998 | $ 2,522,111 | ||
Shares Issued, Price Per Share | $ 9 | |||||
Proceeds from Issuance Initial Public Offering | $ 26,000,001 | |||||
Proceeds from Issuance of option shares | 2,124,999 | |||||
Proceeds from Issuance or Sale of Equity | $ 8,019,461 | |||||
IPO [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of shares issued | 2,888,889 | |||||
Over-Allotment Option [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of shares issued | 236,111 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) | Sep. 30, 2021 | Sep. 30, 2020 |
Period End [Member] | Singapore, Dollars | ||
Intercompany Foreign Currency Balance [Line Items] | ||
Translation rate | 0.73534 | 0.73118 |
Period End [Member] | Viet Nam, Dong | ||
Intercompany Foreign Currency Balance [Line Items] | ||
Translation rate | 0.000044 | 0.000043 |
Period End [Member] | India, Rupees | ||
Intercompany Foreign Currency Balance [Line Items] | ||
Translation rate | 0.013463 | 0.013570 |
Period Average [Member] | Singapore, Dollars | ||
Intercompany Foreign Currency Balance [Line Items] | ||
Translation rate | 0.74658 | 0.71922 |
Period Average [Member] | Viet Nam, Dong | ||
Intercompany Foreign Currency Balance [Line Items] | ||
Translation rate | 0.000043 | 0.000043 |
Period Average [Member] | India, Rupees | ||
Intercompany Foreign Currency Balance [Line Items] | ||
Translation rate | 0.013576 | 0.013490 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidiluted earnings per share | 6,659,900 | 2,408,600 | |
Series A Convertible Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidiluted earnings per share | [1] | 8,000 | 8,000 |
Series B Convertible Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidiluted earnings per share | 764,400 | 764,400 | |
Series B 1 Convertible Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidiluted earnings per share | 48,000 | 48,000 | |
Series C Convertible Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidiluted earnings per share | 465,600 | 108,600 | |
Series C 1 Convertible Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidiluted earnings per share | 4,195,200 | 865,500 | |
Warrants Granted [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidiluted earnings per share | |||
Warrants Granted Series C 1 Convertible Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidiluted earnings per share | 1,178,700 | 614,100 | |
[1] | The Series A the conversion formula is aggregate Stated Value divided by IPO price (Stated Value for each Series A preferred share is $1,000). There are 8,000 shares of Series A Preferred Stock issued and outstanding (10,000 shares are designated Series A). The conversion formula would be $8 million (the aggregate stated value) divided by IPO price. |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Intercompany Foreign Currency Balance [Line Items] | |||||
Cash and Cash Equivalents | $ 5,722,450 | $ 5,722,450 | $ 506,666 | ||
FDIC insurance limits | 250,000 | 250,000 | |||
FDIC Uninsured | 4,895,306 | 4,895,306 | 208,635 | ||
Allowance for doubtful accounts | 0 | 0 | 0 | ||
Allowance for obsolete inventories | 0 | $ 0 | 0 | $ 0 | |
Inventories | 0 | 0 | 0 | ||
Revenue from Related Parties | 73,518 | 0 | 73,518 | 0 | |
Contract liability | 35,582 | 35,582 | 18,646 | ||
Software development costs | 9,709 | 33,658 | 76,698 | 139,151 | |
Advertising expense | 42,843 | 0 | 85,027 | 3,125 | |
Foreign currency translation income | 8,859 | $ 51,183 | 35,758 | $ 15,249 | |
Right of use assets, net | $ 529,782 | $ 529,782 | $ 79,109 | ||
Period End [Member] | Singapore, Dollars | |||||
Intercompany Foreign Currency Balance [Line Items] | |||||
Translation rate | 0.73534 | 0.73118 | 0.73534 | 0.73118 | |
Period End [Member] | India, Rupees | |||||
Intercompany Foreign Currency Balance [Line Items] | |||||
Translation rate | 0.013463 | 0.013570 | 0.013463 | 0.013570 | |
Period End [Member] | Viet Nam, Dong | |||||
Intercompany Foreign Currency Balance [Line Items] | |||||
Translation rate | 0.000044 | 0.000043 | 0.000044 | 0.000043 | |
Period Average [Member] | Singapore, Dollars | |||||
Intercompany Foreign Currency Balance [Line Items] | |||||
Translation rate | 0.74658 | 0.71922 | 0.74658 | 0.71922 | |
Period Average [Member] | India, Rupees | |||||
Intercompany Foreign Currency Balance [Line Items] | |||||
Translation rate | 0.013576 | 0.013490 | 0.013576 | 0.013490 | |
Period Average [Member] | Viet Nam, Dong | |||||
Intercompany Foreign Currency Balance [Line Items] | |||||
Translation rate | 0.000043 | 0.000043 | 0.000043 | 0.000043 |
BUSINESS COMBINATION (Details)
BUSINESS COMBINATION (Details) | 9 Months Ended |
Sep. 30, 2021USD ($)shares | |
Business Combination and Asset Acquisition [Abstract] | |
Fair value of stock at closing | $ 900,000 |
Cash paid | 75,000 |
Deferred payments- Cash | $ 71,422 |
Deferred payment- shares | shares | 531,380 |
Less cash received | $ (15,337) |
Purchase price | $ 1,562,465 |
BUSINESS COMBINATION (Details 1
BUSINESS COMBINATION (Details 1) | Sep. 30, 2021USD ($) |
Acquired assets: | |
Trade receivables | $ 6,906 |
Other receivables | 1,857 |
Total acquired assets | 8,763 |
Less: Assumed liabilities | |
Trade payables | 39,147 |
Accrued liabilities and other payable | 68,458 |
Amounts due to related parties | 1,080,904 |
Deferred revenue | 23,789 |
Total Assumed liabilities | 1,212,298 |
Fair value of net liabilities assumed | (1,203,535) |
Goodwill recorded | 2,766,000 |
Cash consideration allocated | $ 1,562,465 |
BUSINESS COMBINATION (Details N
BUSINESS COMBINATION (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Nov. 11, 2019 | |
Acquisition of equity interest | 100.00% | |
Sale of Stock, Consideration | $ 1,050,000 | |
Share issued, value | 900,000 | |
Cash consideration | 150,000 | |
Aggregate value | 558,000 | |
Deferred payments | 633,000 | |
Implied Discount | 30,198 | |
Hottab Pte Limited [Member] | ||
Sale of Stock, Consideration | 156 | |
Share issued, value | 900,000 | |
Cash consideration | 150,000 | |
Aggregate value | $ 558,000 |
REVENUE (Details)
REVENUE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Total revenue | $ 83,534 | $ 11,629 | $ 100,823 | $ 41,262 |
Hardware Sales [Member] | ||||
Total revenue | 585 | 335 | 3,510 | |
Software Subscription [Member] | ||||
Total revenue | 10,016 | 11,044 | 26,970 | 37,752 |
Sales Online Ordering [Member] | ||||
Total revenue | $ 73,518 | $ 73,518 |
REVENUES (Details 1)
REVENUES (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues | $ 83,534 | $ 11,629 | $ 100,823 | $ 41,262 |
Software License [Member] | ||||
Revenues | 10,016 | 11,629 | 27,305 | 41,262 |
Software License [Member] | Indonesia [Member] | ||||
Revenues | 10,016 | 9,788 | 24,813 | 31,604 |
Software License [Member] | Vietnam [Member] | ||||
Revenues | 1,841 | 2,492 | 9,658 | |
Online Ordering [Member] | ||||
Revenues | 73,518 | 73,518 | ||
Online Ordering [Member] | Indonesia [Member] | ||||
Revenues | ||||
Online Ordering [Member] | Vietnam [Member] | ||||
Revenues | $ 73,518 | $ 73,518 |
REVENUES (Details 2)
REVENUES (Details 2) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Revenue | ||
Contract liabilities, brought forward | $ 18,646 | $ 19,843 |
Add: recognized as deferred revenue | 35,582 | 47,090 |
Less: recognized as current period/year revenue | (18,646) | (48,287) |
Contract liabilities, carried forward | $ 35,582 | $ 18,646 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 8,001,725 | $ 8,001,725 |
Accumulated amortization | (3,201,725) | (801,725) |
Intangible assets, net | $ 4,800,000 | 7,200,000 |
Software Platform [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset useful life | 2 years 6 months | |
Intangible assets, gross | $ 8,000,000 | 8,000,000 |
Other Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 1,725 | $ 1,725 |
Other Intangible Assets [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset useful life | 3 years | |
Other Intangible Assets [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset useful life | 5 years |
INTANGIBLE ASSETS (Details 1)
INTANGIBLE ASSETS (Details 1) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 (remaining period) | $ 800,000 | |
2022 | 3,200,000 | |
2023 | 800,000 | |
Total | $ 4,800,000 | $ 7,200,000 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Preferred stock subscription issued | 8,000 | 8,000 | |||
Stated value | $ 1,000 | $ 1,000 | |||
Amortization of Intangible Assets | $ 800,000 | $ 0 | $ 2,400,000 | $ 1,479 | |
Series A Preferred Stock [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Preferred stock, value | $ 8,000,000 | $ 8,000,000 | $ 8,000,000 | ||
Series A Convertible Preferred Stock [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Preferred stock subscription issued | 8,000 | 8,000 | |||
Stated value | $ 1,000 | $ 1,000 | |||
Software Platform [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated useful life | 2 years 6 months |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 30,927 | $ 30,927 |
Accumulated depreciation | (19,403) | (12,755) |
Exchange difference | (444) | (103) |
Property, Plant and Equipment, Net | 11,080 | 18,069 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 29,206 | 29,206 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 1,721 | $ 1,721 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 2,197 | $ 714 | $ 6,648 | $ 2,968 |
ASSET PURCHASE AGREEMENT (Detai
ASSET PURCHASE AGREEMENT (Details) | Sep. 30, 2021USD ($) |
Asset Purchase Agreement | |
Intellectual property | $ 200,000 |
Accrued liabilities and other payable | |
Fair value of net assets acquired | 200,000 |
Impairment loss recorded | (200,000) |
Net asset value |
ASSET PURCHASE AGREEMENT (Det_2
ASSET PURCHASE AGREEMENT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2021 | Apr. 16, 2021 | Dec. 31, 2020 | |
Cash payable | $ 200,000 | |||
Common Stock, Shares, Issued | 9,695,480 | 9,695,480 | 7,413,600 | |
Impairment loss | $ 0 | $ 200,000 | ||
Cash paid | $ 200,000 | $ 200,000 | ||
So Pa Pte Ltd [Member] | ||||
Common Stock, Shares, Issued | 1,500 |
AMOUNTS DUE FROM (TO) RELATED_3
AMOUNTS DUE FROM (TO) RELATED PARTIES (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Due to Related Parties | $ 24,763 | $ 1,571,737 |
Related Party [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Due to Related Parties | 24,763 | 96,940 |
Shareholders [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Due to Related Parties | 0 | 738,964 |
Director [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Due to Related Parties | $ 0 | $ 735,833 |
AMOUNTS DUE FROM (TO) RELATED_4
AMOUNTS DUE FROM (TO) RELATED PARTIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||
Due to Related Parties | $ 24,763 | $ 24,763 | $ 1,571,737 | |||
Imputed interest rate | 4.50% | |||||
Imputed interest | 12,260 | $ 12,261 | $ 36,380 | $ 36,381 | ||
Unpaid compensation | $ 960,833 | |||||
Conversion price | $ 0.83 | |||||
Shares conversion | 1,157,630 | |||||
Shares issued at fair value | $ 3,854,908 | |||||
compensation expenses | 2,894,075 | |||||
Due from related parties | 97,500 | 97,500 | 0 | |||
Related Party [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||
Related party forgiveness | 72,176 | |||||
Due to Related Parties | 24,763 | 24,763 | 96,940 | |||
Shareholders [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||
Related party forgiveness | 738,964 | |||||
Due to Related Parties | 0 | 0 | 738,964 | |||
Director [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||
Due to Related Parties | $ 0 | $ 0 | $ 735,833 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 104,680 | $ 54,256 |
Accrued liabilities and other payables- Related Party (a) | 224,669 | 197,548 |
Accrued liabilities and other payables (b) | 527,971 | 480,024 |
Total Accounts payable | $ 857,320 | $ 731,828 |
ACCOUNTS PAYABLE AND ACCRUED _4
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details 1) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued payroll | $ 54,528 | $ 58,092 |
Other accrual | 154,325 | 146,826 |
Other payables (c) | 245,000 | 245,000 |
Accrued vat expenses | 19,932 | 1,788 |
Accrued taxes | 54,186 | 28,318 |
Total Accrued liabilities | $ 527,971 | $ 480,024 |
ACCOUNTS PAYABLE AND ACCRUED _5
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Jan. 31, 2019 | Sep. 30, 2021 | Dec. 31, 2020 | |
Subsidiary, Sale of Stock [Line Items] | |||
Unpaid salaries | $ 21,701 | $ 5,000 | |
Unpaid legal fees | 70,104 | 112,692 | |
Unpaid consulting fees | 132,864 | 79,856 | |
Capital stock amounts | $ 168,000 | ||
Total outstanding amount | $ 75,000 | $ 75,000 | |
S O S V [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from loan receivable | 75,000 | ||
Share-based Payment Arrangement, Tranche One [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Received amount | 75,000 | ||
H P L [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Capital stock amounts | 75,000 | ||
H P L 1 [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Capital stock amounts | 48,000 | ||
H P L 2 [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Capital stock amounts | $ 45,000 |
LEASES (Details)
LEASES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Leases [Abstract] | ||||
Operating lease expense (per ASC 842) | $ 13,554 | $ 6,076 | $ 31,975 | $ 21,802 |
Short-term lease expense (other than ASC 842) | 63,363 | 4,627 | 66,420 | 31,258 |
Total lease expense | $ 76,917 | $ 10,703 | $ 98,395 | $ 53,060 |
LEASES (Details 1)
LEASES (Details 1) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2022 | $ 190,025 | |
2023 | 166,530 | |
2024 | 147,813 | |
2025 | 77,997 | |
Total | 582,365 | |
Less: interest | (49,053) | |
Present value of lease liabilities | 533,312 | $ 83,205 |
Less: non-current portion | (365,539) | (46,453) |
Present value of lease liabilities – current liability | $ 167,773 | $ 36,752 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Borrowing rate | 5.26% | |
Weighted average remaining life | 3 years 5 months 23 days | |
Capital Lease Obligations | $ 479,171 | |
Right-of-use assets | 529,782 | $ 79,109 |
Lease liabilities | $ 533,312 | $ 83,205 |
SHAREHOLDERS' DEFICIT (Details)
SHAREHOLDERS' DEFICIT (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | ||
Equity [Abstract] | |||
Dividend rate | 0.00% | 0.00% | |
Risk-free rate | 2.00% | 2.00% | |
Weighted average expected life (years) | 9 years | 9 years | |
Expected volatility | 0.00% | 0.00% | [1] |
Share price | $ 0.22 | $ 0.22 | |
[1] | The Company considered no volatility as from inception through the date there is very minimal transaction of the Company common stock. |
SHAREHOLDERS' DEFICIT (Details
SHAREHOLDERS' DEFICIT (Details 1) - $ / shares | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Dec. 31, 2020 | ||||
Equity [Abstract] | |||||
Warrants Beginning balance | 2,047 | 21,000 | [1] | ||
Weighted average exercise price Beginning balance | [1] | $ 0.0001 | |||
Weighted average remaining contractual life (in years) Beginning balance | 7 months 6 days | 1 year 3 months 18 days | [1] | ||
Warrants Issued | [2] | 2,120 | 4,094 | ||
Weighted average exercise price Issued | [2] | $ 420 | $ 420 | ||
Weighted average remaining contractual life (in years) Issued | [2] | 6 months | 10 months 24 days | ||
Warrants Exercised | (238) | (21,838) | |||
Weighted average exercise price Exercised | $ (420) | $ (6.34) | |||
Weighted average remaining contractual life (in years) Exercised | 1 year | ||||
Warrants Expired | (1,209) | ||||
Weighted average exercise price Expired | $ (420) | ||||
Weighted average remaining contractual life (in years) Expired | 7 months 6 days | ||||
Weighted average exercise price Ending balance | [2] | $ 420 | |||
Warrants Ending balance | 3,929 | [2] | 2,047 | ||
Weighted average remaining contractual life (in years) Ending balance | [2] | 6 months | |||
[1] | Common stock will be issued if those warrants exercise. | ||||
[2] | Preferred stock series C-1 will be issued if those warrants exercise. |
SHAREHOLDERS_ DEFICIT (Details
SHAREHOLDERS’ DEFICIT (Details Narrative) - USD ($) | Feb. 10, 2021 | Sep. 21, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||
Common stock, shares authorized | 95,000,000 | 95,000,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||
Common stock, shares issued | 7,413,600 | 9,695,480 | |||
Common stock, shares outstanding | 7,413,600 | 9,695,480 | |||
Stock Split | 750 for 1 | ||||
Reverse stock split | 1 for 2.5 | ||||
Additional cost | $ 2,894,075 | ||||
Cancelled shares | 150,000 | 0 | |||
Warrants description | Company issued 21,000 shares of warrants to one employee for compensation of his service to purchase 21,000 shares of its common stock for the fair value of $17,500. Each share of warrant is converted to one share of common stock at an exercise price of $0.0001. The warrants will expire on the second (2nd) anniversary of the initial date of issuance. As at December 31, 2019, none of the warrants have been exercised. 21,000 shares fully exercised during the year ended December 31, 2020. | ||||
Redeemable warrant per share | $ 420 | ||||
Issued warrants | 2,120 | 1,824 | |||
Warrants exercised | 838 | ||||
Shares exchanged | 838 | ||||
Employee Stock [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||
Issuance of common stock shares | 824,250 | 1,014,900 | |||
Issuance of common stock value | $ 1,707,557 | $ 1,023,494 | |||
Director [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||
Shares issued for accrued salaries, shares | 1,157,630 | 0 | |||
Shares issued for accrued salaries, value | $ 960,834 | $ 0 | |||
Shares issued for accrued bonus, shares | 450,000 | 0 | |||
Shares issued for accrued bonus, value | $ 3,442,499 | $ 0 |
PREFERRED STOCKS AND WARRANTS_2
PREFERRED STOCKS AND WARRANTS (Details) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares Stated Value | $ 1,000 | |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares Stated Value | $ 1,336 | |
Series B 1 Preferred Stock [Member] | ||
Preferred stock, shares authorized | 15,000 | 15,000 |
Preferred stock, shares Stated Value | $ 2,917 | |
Series C Preferred Stock [Member] | ||
Preferred stock, shares authorized | 15,000 | 15,000 |
Preferred stock, shares Stated Value | $ 5,763 | |
Series C 1 Preferred Stock [Member] | ||
Preferred stock, shares authorized | 30,000 | 30,000 |
Preferred stock, shares Stated Value | $ 420 | |
Series X Super Voting Preferred Stock [Member] | ||
Preferred stock, shares authorized | 3,500 | |
Preferred stock, shares Stated Value | $ 0.0001 |
PREFERRED STOCKS AND WARRANTS_3
PREFERRED STOCKS AND WARRANTS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2018 | Dec. 31, 2020 | |
Shares price | $ 0.22 | $ 0.22 | $ 0.22 | ||
Preferred stock, shares issued | 4,916,500 | 4,916,500 | 4,920,000 | ||
Preferred stock, shares outstanding | 4,916,500 | 4,916,500 | 4,920,000 | ||
Shares issued for service, amount | $ 5,150,056 | $ 5,150,056 | |||
Cash | $ 200,000 | $ 200,000 | |||
Series A Convertible Preferred Stock [Member] | |||||
Shares issued for purchase asset, shares | 8,000 | ||||
Shares price | $ 1,000 | ||||
Shares issued for purchase asset, amount | $ 8,000,000 | ||||
Series A Preferred Stock [Member] | |||||
Number of shares issued | 0 | 0 | |||
Preferred stock, shares issued | 8,000 | 8,000 | 8,000 | ||
Preferred stock, shares outstanding | 8,000 | 8,000 | 8,000 | ||
Series B Preferred Stock [Member] | |||||
Number of shares issued | 0 | 0 | |||
Preferred stock, shares issued | 2,548 | 2,548 | 2,548 | ||
Preferred stock, shares outstanding | 2,548 | 2,548 | 2,548 | ||
Series B 1 Preferred Stock [Member] | |||||
Number of shares issued | 0 | 0 | |||
Preferred stock, shares issued | 160 | 160 | 160 | ||
Preferred stock, shares outstanding | 160 | 160 | 160 | ||
Series C Preferred Stock [Member] | |||||
Number of shares issued | 0 | 0 | |||
Preferred stock, shares issued | 1,552 | 1,552 | 362 | ||
Preferred stock, shares outstanding | 1,552 | 1,552 | 362 | ||
Shares issued for service, shares | 74 | ||||
Shares issued for service, amount | $ 426,462 | ||||
Series C Preferred Stock [Member] | Private Placement [Member] | |||||
Number of shares issued, shares | 1,116 | ||||
Number of shares issuee, amount | $ 6,431,508 | ||||
Issuance cost | 195,942 | ||||
Cash | $ 460,361 | $ 460,361 | |||
Series C 1 Preferred Stock [Member] | |||||
Preferred stock, shares issued | 13,984 | 13,984 | 2,885 | ||
Preferred stock, shares outstanding | 13,984 | 13,984 | 2,885 | ||
Shares issued for service, shares | 4,864 | 571 | |||
Shares issued for service, amount | $ 2,042,880 | $ 239,820 | |||
Cash | $ 90,748 | $ 90,748 | |||
Series C 1 Preferred Stock [Member] | Private Placement [Member] | |||||
Number of shares issued, shares | 6,235 | 1,688 | |||
Number of shares issuee, amount | $ 2,618,700 | $ 708,960 | |||
Issuance cost | $ 245,700 | ||||
Series X Preferred Stock [Member] | |||||
Number of shares issued | 3,500 | 0 | |||
Preferred stock, shares issued | 3,500 | 3,500 | 0 | ||
Preferred stock, shares outstanding | 3,500 | 3,500 | 0 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||
Loss before income taxes - Local | $ 14,272,684 | |
Loss before income taxes - Foreign | 1,246,371 | 2,507,042 |
Loss before income taxes | $ 15,519,055 | $ 2,507,042 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income tax expense | $ 1,303 | $ 4 | $ 9,943 | $ 15,069 |
UNITED STATES | ||||
Income tax expense Current | ||||
Income tax expense Deferred | ||||
SINGAPORE | ||||
Income tax expense Current | ||||
Income tax expense Deferred | ||||
VIET NAM | ||||
Income tax expense Current | ||||
Income tax expense Deferred | ||||
Income tax expense | ||||
INDIA | ||||
Income tax expense Current | 9,943 | 15,069 | ||
Income tax expense Deferred | ||||
Income tax expense | $ 9,943 | $ 15,069 |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income tax expense | $ 1,303 | $ 4 | $ 9,943 | $ 15,069 |
VIET NAM | ||||
Loss before income taxes | $ (450,407) | $ (233,689) | ||
Statutory income tax rate | 20.00% | 20.00% | ||
Income tax expense at statutory rate | $ (90,081) | $ (46,738) | ||
Tax effect of allowance | 90,081 | 46,738 | ||
Income tax expense | ||||
INDIA | ||||
Loss before income taxes | $ 17,716 | $ (182,363) | ||
Statutory income tax rate | 25.00% | 15.00% | ||
Income tax expense at statutory rate | $ 4,429 | $ (27,354) | ||
Tax effect of allowance | 5,514 | 42,423 | ||
Income tax expense | $ 9,943 | $ 15,069 |
INCOME TAXES (Details 3)
INCOME TAXES (Details 3) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Deferred tax assets Net operating loss carryforwards | $ 5,671,811 | $ 2,385,700 |
Less: valuation allowance | (5,671,811) | (2,385,700) |
Deferred tax assets, net | ||
UNITED STATES | ||
Deferred tax assets Net operating loss carryforwards | 5,269,929 | 2,171,941 |
Deferred tax assets, net | 5,269,929 | |
SINGAPORE | ||
Deferred tax assets Net operating loss carryforwards | 230,027 | 131,985 |
Deferred tax assets, net | 230,027 | |
VIET NAM | ||
Deferred tax assets Net operating loss carryforwards | 171,855 | 81,774 |
Deferred tax assets, net | 171,855 | |
INDIA | ||
Deferred tax assets Net operating loss carryforwards | ||
Deferred tax assets, net | $ 9,943 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Deferred tax assets | ||
UNITED STATES | ||
Net operating losses carryforwards | 25,094,900 | |
Deferred tax assets | 5,269,929 | |
SINGAPORE | ||
Net operating losses carryforwards | 1,437,668 | |
Deferred tax assets | 230,027 | |
VIET NAM | ||
Net operating losses carryforwards | 859,275 | |
Deferred tax assets | $ 171,855 | |
Income tax rate | 20.00% | |
INDIA | ||
Net operating losses carryforwards | $ 17,716 | |
Deferred tax assets | $ 9,943 | |
Income tax rate | 25.00% |
PENSION COSTS (Details Narrativ
PENSION COSTS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Retirement Benefits [Abstract] | ||||
Pension costs | $ 5,669 | $ 3,463 | $ 9,655 | $ 5,199 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Stock based compensation | $ 2,894,075 | ||||
Inter-company loan description | Company approved the conversion of Inter-Company loan of $1,249,999 due and owing by Sopa Technology PTE. LTD. (“STPL”), by exchange of 8,500 shares of STPL which represents 85% of the total issued and paid-up capital of STPL on a fully diluted basis. | ||||
Outstanding amount received | $ 72,176 | $ 72,176 | |||
Forgiven of related parties | 738,964 | ||||
Related party agreements amounts | 75,000 | ||||
Cash consideration | $ 558,000 | ||||
Conversion price | $ 0.83 | ||||
Conversion of shares | 1,157,630 | ||||
Mr Nguyen [Member] | |||||
Unpaid accrued amount | $ 960,833 | ||||
Conversion price | $ 0.83 | ||||
Conversion of shares | 1,157,630 | ||||
Director [Member] | |||||
Repayment of related party debt | 196,108 | $ 22,529 | $ 611,193 | $ 22,529 | |
Accrued salaries | $ 201,588 | $ 0 | $ 604,378 | $ 0 | |
Director [Member] | Employee Stock [Member] | |||||
Stock based compensation, shares | 2,134,042 | 3,000 | 2,134,042 | 3,000 | |
Stock based compensation | $ 810,000 | $ 12,570,943 | $ 810,000 | ||
Officer [Member] | |||||
Professional fee paid | $ 5,785 | 1,259 | 10,307 | 1,259 | |
Accrued professional fee | $ 8,310 | $ 1,300 | $ 35,898 | $ 1,300 | |
Chief Executive Officer [Member] | Mr Dennis Nguyen [Member] | |||||
Issued shares | 200 | 200 | |||
Series X Super Voting Preferred Stock [Member] | Chief Executive Officer [Member] | |||||
Issued shares | 3,300 | 3,300 | |||
Consultancy Service [Member] | Series C 1 Preferred Stock [Member] | |||||
Issuance, shares | 2,854 | 571 | 4,314 | 571 | |
Issuance Amount | $ 1,198,680 | $ 239,820 | $ 1,811,880 | $ 239,820 | |
Shareholder Service [Member] | |||||
Professional fee paid | 151,342 | 102,412 | 378,785 | 123,412 | |
Accrued professional fee | $ 31,341 | $ 21,000 | $ 102,979 | $ 56 |
CONCENTRATIONS OF RISK (Details
CONCENTRATIONS OF RISK (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | ||
Revenues | $ 83,534 | $ 11,629 | $ 100,823 | $ 41,262 | ||
Accounts payable | 104,680 | 104,680 | $ 54,256 | |||
Customer A [Member] | ||||||
Revenues | $ 10,016 | $ 9,789 | $ 24,813 | $ 31,604 | ||
Percentage of purchases | 12.00% | 84.00% | 25.00% | 76.00% | ||
Accounts receivable | $ 19,308 | $ 19,308 | ||||
Customer B [Member] | ||||||
Revenues | $ 12,615 | $ 12,615 | ||||
Percentage of purchases | 13.00% | 13.00% | ||||
Accounts receivable | ||||||
Customer C [Member] | ||||||
Revenues | $ 58,300 | $ 58,300 | ||||
Percentage of purchases | 58.00% | 58.00% | ||||
Accounts receivable | [1] | $ 68,285 | $ 68,285 | |||
Vendor A [Member] | ||||||
Percentage of purchases | 90.00% | 27.00% | 72.00% | |||
Purchases | $ 24,401 | $ 30,577 | $ 46,863 | |||
Accounts payable | $ 44,867 | $ 44,867 | ||||
Vendor B [Member] | ||||||
Percentage of purchases | 16.00% | |||||
Purchases | $ 17,827 | |||||
Accounts payable | ||||||
[1] | - This included value added taxes (“VAT”) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Sep. 02, 2021 | Apr. 01, 2017 | Jan. 31, 2019 | Sep. 30, 2021 | Dec. 31, 2020 | Feb. 02, 2021 | Nov. 11, 2019 |
Capital stock amounts | $ 168,000 | ||||||
Acquisition percentage | 100.00% | ||||||
Total outstanding amount | $ 75,000 | $ 75,000 | |||||
Monthly salary | $ 40,000 | ||||||
Common shares at a price | $ 250 | ||||||
Cash | $ 200,000 | ||||||
Compensation and a bonus description | former employee claims entitlement to compensation and a bonus totaling $566,000 and 39,000-58,500 shares of Company common stock, together with costs. The Company responded to the complaint and also asserted counterclaims in the proceeding for $1,500,000 to $4,000,000 plus punitive damages, together with interest and costs, arising from, inter alia, the former employee’s breach of contract, unfair competition, misappropriation of trade secrets and breach of fiduciary duty. | ||||||
Salary payments and expense | $ 122,042 | ||||||
Mr Nguyen [Member] | |||||||
Annual cash bonus | $ 250,000 | ||||||
Cash | $ 4,000,000 | ||||||
Mr Liang [Member] | |||||||
Annual base salary | $ 240,000 | ||||||
S O S V [Member] | |||||||
Loans received | 75,000 | ||||||
Share-based Payment Arrangement, Tranche One [Member] | |||||||
Received amount | 75,000 | ||||||
H P L [Member] | |||||||
Capital stock amounts | 75,000 | ||||||
H P L [Member] | Series C Preferred Stock [Member] | |||||||
Acquired shares | 117,000 | ||||||
Acquisition percentage | 100.00% | ||||||
H P L 1 [Member] | |||||||
Capital stock amounts | 48,000 | ||||||
H P L 2 [Member] | |||||||
Capital stock amounts | $ 45,000 |
SEGMENT REPORTING (Details)
SEGMENT REPORTING (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||||
Total revenue | $ 83,534 | $ 11,629 | $ 100,823 | $ 41,262 | |
Total cost of revenue | (159,436) | (20,316) | (264,293) | (59,109) | |
Operating Expenses | |||||
Sales and marketing expenses | (42,843) | (85,027) | (3,125) | ||
Software development costs | (9,709) | (33,658) | (76,698) | (139,151) | |
Impairment loss | 4,164 | (200,000) | (8,778) | ||
General and administrative expenses | (8,292,463) | (1,580,287) | (14,414,362) | (2,311,266) | |
Total operating expenses | (8,345,015) | (1,609,781) | (14,776,087) | (2,462,320) | |
Loss from operations | (8,420,917) | (1,618,468) | (14,939,557) | (2,480,167) | |
Identifiable assets | 11,318,238 | 11,318,238 | $ 7,866,273 | ||
Hardware [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenue | 585 | 335 | 3,510 | ||
Total cost of revenue | (585) | (165) | (2,982) | ||
Software Development [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenue | 10,016 | 11,044 | 26,970 | 37,752 | |
Total cost of revenue | (101,695) | (19,731) | (206,387) | (56,127) | |
Online Ordering [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenue | 73,518 | 73,518 | |||
Total cost of revenue | (57,741) | (57,741) | |||
E Commerce [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenue | 73,518 | 73,518 | |||
Total cost of revenue | (138,298) | (224,502) | |||
Operating Expenses | |||||
Sales and marketing expenses | (40,744) | (78,808) | |||
Software development costs | |||||
Impairment loss | (200,000) | ||||
General and administrative expenses | (48,658) | (73,285) | |||
Total operating expenses | (89,402) | (352,093) | |||
Loss from operations | (154,182) | (503,077) | |||
Identifiable assets | 147,950 | 147,950 | |||
E Commerce [Member] | Hardware [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenue | |||||
Total cost of revenue | |||||
E Commerce [Member] | Software Development [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenue | |||||
Total cost of revenue | (80,557) | (166,761) | |||
E Commerce [Member] | Online Ordering [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenue | 73,518 | 73,518 | |||
Total cost of revenue | (57,741) | (57,741) | |||
Merchant P O S [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenue | 10,016 | 11,629 | 27,305 | 41,262 | |
Total cost of revenue | (21,138) | (20,316) | (39,791) | (59,109) | |
Operating Expenses | |||||
Sales and marketing expenses | (2,099) | (6,219) | (3,125) | ||
Software development costs | (9,709) | (33,658) | (76,698) | (139,151) | |
Impairment loss | 4,164 | (8,778) | |||
General and administrative expenses | (8,243,805) | (1,580,287) | (14,341,077) | (2,311,266) | |
Total operating expenses | (8,255,613) | (1,609,781) | (14,423,994) | (2,462,320) | |
Loss from operations | (8,266,735) | (1,618,468) | (14,436,180) | (2,480,167) | |
Identifiable assets | 11,170,288 | 11,170,288 | $ 7,866,273 | ||
Merchant P O S [Member] | Hardware [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenue | 585 | 335 | 3,510 | ||
Total cost of revenue | (585) | (165) | (2,982) | ||
Merchant P O S [Member] | Software Development [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenue | 10,016 | 11,044 | 26,970 | 37,752 | |
Total cost of revenue | (21,138) | (19,731) | (39,626) | (56,127) | |
Merchant P O S [Member] | Online Ordering [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenue | |||||
Total cost of revenue |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Dec. 06, 2021 | Nov. 12, 2021 | Nov. 08, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Aggregate gross proceeds | $ 26,000,001 | ||||
Forecast [Member] | Series A Preferred Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Outstanding shares | $ 888,889 | ||||
Forecast [Member] | Series B Preferred Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Outstanding shares | 764,400 | ||||
Forecast [Member] | Series B 1 Preferred Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Outstanding shares | 48,000 | ||||
Forecast [Member] | Series C Preferred Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Outstanding shares | 465,600 | ||||
Forecast [Member] | Series C 1 Preferred Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Outstanding shares | $ 4,195,200 | ||||
China America Culture Media Inc [Member] | Forecast [Member] | |||||
Subsequent Event [Line Items] | |||||
Consideration of the service | $ 3,250,000 | ||||
New Continental Technology Inc [Member] | Forecast [Member] | |||||
Subsequent Event [Line Items] | |||||
Consideration of the service | $ 3,190,000 | ||||
IPO [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of shares issued | 2,888,889 | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of shares issued | 2,888,889 | ||||
Common stock, par value | $ 0.0001 | ||||
Public offering price | $ 9 | ||||
Subsequent Event [Member] | Firm [Member] | |||||
Subsequent Event [Line Items] | |||||
Aggregate gross proceeds | $ 26,000,001 | ||||
Subsequent Event [Member] | Options Held [Member] | |||||
Subsequent Event [Line Items] | |||||
Aggregate gross proceeds | $ 2,124,999 | ||||
Subsequent Event [Member] | IPO [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of shares issued | 236,111 |