Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 30, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
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, City or Town | Suite 200 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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
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 Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 23,545,650 | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Name | RBSM LLP | ||
Auditor Firm ID | 587 | ||
Auditor Location | New York, NY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 23,264,777 | $ 506,666 |
Accounts receivable, net | 52,588 | 1,897 |
Inventories | 221,068 | 0 |
Deposits, prepayments and other receivables | 6,094,254 | 60,532 |
Total current assets | 29,632,687 | 569,095 |
Non-current assets: | ||
Deposits, prepayments and other receivables | 858,667 | 0 |
Intangible assets, net | 4,000,000 | 7,200,000 |
Property, plant and equipment, net | 57,035 | 18,069 |
Right of use assets, net | 627,968 | 79,109 |
Total non-current assets | 5,543,670 | 7,297,178 |
TOTAL ASSETS | 35,176,357 | 7,866,273 |
Current liabilities: | ||
Accounts payables | 261,907 | 54,256 |
Contract liabilities | 25,229 | 18,646 |
Accrued liabilities and other payables | 813,598 | 677,572 |
Contingent service payable | 0 | 633,000 |
Due to related parties | 524,763 | 1,571,737 |
Operating lease liabilities | 218,077 | 36,752 |
Due to first insurance funding | 596,047 | |
Total current liabilities | 2,439,621 | 2,991,963 |
Non-current liabilities | ||
Operating lease liabilities | 411,053 | 46,453 |
TOTAL LIABILITIES | 2,850,674 | 3,038,416 |
COMMITMENTS AND CONTINGENCIES | ||
Convertible preferred shares; $0.0001 par value, 5,000,000 shares authorized, 4,916,500 and 4,920,000 shares undesignated as of December 31, 2021 and 2020, respectively | ||
EQUITY (DEFICIT) | ||
Common shares; $0.0001 par value, 95,000,000 shares authorized; 19,732,406 and 7,413,600 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 1,973 | 742 |
Additional paid-in capital | 79,833,290 | 2,227,033 |
Accumulated other comprehensive loss | (54,340) | (55,236) |
Accumulated deficit | (47,352,456) | (12,587,311) |
Total equity (deficit) attributable to Society Pass Incorporated | 32,428,467 | (10,414,772) |
Non-controlling interest | (102,784) | |
TOTAL EQUITY (DEFICIT) | 32,325,683 | (10,414,772) |
TOTAL LIABILITIES AND EQUITY | 35,176,357 | 7,866,273 |
Series A Preferred Stock [Member] | ||
COMMITMENTS AND CONTINGENCIES | ||
Preferred stock, value | 8,000,000 | |
Series B Preferred Stock [Member] | ||
COMMITMENTS AND CONTINGENCIES | ||
Preferred stock, value | 3,412,503 | |
Series B1 Preferred Stock [Member] | ||
COMMITMENTS AND CONTINGENCIES | ||
Preferred stock, value | 466,720 | |
Series C Preferred Stock [Member] | ||
COMMITMENTS AND CONTINGENCIES | ||
Preferred stock, value | 2,151,706 | |
Series C 1 Preferred Stock [Member] | ||
COMMITMENTS AND CONTINGENCIES | ||
Preferred stock, value | 1,211,700 | |
Series X Preferred Stock [Member] | ||
COMMITMENTS AND CONTINGENCIES | ||
Preferred stock, value |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 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 | 19,732,406 | 7,413,600 |
Common stock, shares outstanding | 19,732,406 | 7,413,600 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 0 | 8,000 |
Preferred stock, shares outstanding | 0 | 8,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 0 | 2,548 |
Preferred stock, shares outstanding | 0 | 2,548 |
Series B1 Preferred Stock [Member] | ||
Preferred stock, shares authorized | 15,000 | 15,000 |
Preferred stock, shares issued | 0 | 160 |
Preferred stock, shares outstanding | 0 | 160 |
Series C Preferred Stock [Member] | ||
Preferred stock, shares authorized | 15,000 | 15,000 |
Preferred stock, shares issued | 0 | 362 |
Preferred stock, shares outstanding | 0 | 362 |
Series C 1 Preferred Stock [Member] | ||
Preferred stock, shares authorized | 30,000 | 30,000 |
Preferred stock, shares issued | 0 | 2,885 |
Preferred stock, shares outstanding | 0 | 2,885 |
Series X Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 3,500 | |
Preferred stock, shares issued | 3,500 | 0 |
Preferred stock, shares outstanding | 3,500 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue, net | ||
Total revenue | $ 519,885 | $ 52,453 |
Cost of sales: | ||
Total cost of revenue | (710,683) | (88,664) |
Gross loss | (190,798) | (36,211) |
Operating expenses: | ||
Sales and marketing expenses | (327,195) | (3,125) |
Software development costs | (95,809) | (165,514) |
Impairment loss | (200,000) | (16,375) |
General and administrative expenses | (33,398,401) | (3,529,022) |
Total operating expenses | (34,021,405) | (3,714,036) |
Loss from operations | (34,212,203) | (3,750,247) |
Other income (expense): | ||
Change in contingent service payable | (30,198) | |
Gain from early lease termination | 2,454 | |
Interest income | 116 | 19 |
Interest expense | (41,514) | (48,989) |
Loss on settlement of litigation | (550,000) | |
Warrant modification expense | (58,363) | |
Other income | 5,906 | 9,759 |
Total other expense | (641,401) | (69,409) |
Loss before income taxes | (34,853,604) | (3,819,656) |
Income taxes | (11,136) | (8,332) |
Net loss | (34,864,740) | (3,827,988) |
Net loss attributable to non-controlling interest | (99,595) | |
NET LOSS ATTRIBUTABLE TO SOCIETY PASS INCORPORATED | (34,765,145) | (3,827,988) |
Other comprehensive loss: | ||
Foreign currency translation adjustment | (2,293) | (59,224) |
COMPREHENSIVE LOSS | (34,867,033) | (3,887,212) |
Foreign currency translation adjustment attributable to non-controlling interest | (3,189) | |
Comprehensive loss attributable to Society Pass Incorporated | $ (34,764,249) | $ (3,887,212) |
Net loss per share attributable to Society Pass Incorporated : | ||
– Basic | $ (3.68) | $ (0.56) |
– Diluted | $ (3.68) | $ (0.56) |
Weighted average common shares outstanding: | ||
– Basic | 9,443,741 | 6,990,131 |
– Diluted | 9,443,741 | 6,990,131 |
Sales Online Ordering [Member] | ||
Revenue, net | ||
Total revenue | $ 482,002 | |
Cost of sales: | ||
Total cost of revenue | (407,662) | |
Software License [Member] | ||
Revenue, net | ||
Total revenue | 37,481 | 48,287 |
Cost of sales: | ||
Total cost of revenue | (302,813) | (79,108) |
Hardware Sales [Member] | ||
Revenue, net | ||
Total revenue | 402 | 4,166 |
Cost of sales: | ||
Total cost of revenue | $ (208) | $ (9,556) |
CONSOLIDATED STATEMENTS OF CHEN
CONSOLIDATED STATEMENTS OF CHENAGES IN EAUITY (DEFICIT) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Balance as of January 1, 2020 | $ (10,414,772) | $ (7,049,706) |
Issuance of common stock for services | 473,503 | |
Common stock issued for warrants exercised | 2 | |
Imputed interest | 36,381 | 48,641 |
Net loss for the period | (34,864,740) | (3,827,988) |
Foreign currency translation adjustment | (2,293) | (59,224) |
Balance as of December 31, 2020 | 32,325,683 | (10,414,772) |
Preferred Stock [Member] | ||
Balance as of January 1, 2020 | ||
Shares, Outstanding, Beginning Balance | ||
Issuance of common stock for services | ||
Imputed interest | ||
Net loss for the period | ||
Foreign currency translation adjustment | ||
Balance as of December 31, 2020 | ||
Shares, Outstanding, Ending Balance | 3,500 | |
Common Stock [Member] | ||
Balance as of January 1, 2020 | $ 742 | $ 685 |
Shares, Outstanding, Beginning Balance | 7,413,600 | 6,847,200 |
Issuance of common stock for services | $ 55 | |
Issuance of common stock for services, shares | 545,400 | |
Common stock issued for warrants exercised | $ 2 | |
[custom:CommonStockIssuedForWarrantsExercisedShares] | 21,000 | |
Imputed interest | ||
Net loss for the period | ||
Foreign currency translation adjustment | ||
Balance as of December 31, 2020 | $ 1,973 | $ 742 |
Shares, Outstanding, Ending Balance | 19,732,406 | 7,413,600 |
Additional Paid-in Capital [Member] | ||
Balance as of January 1, 2020 | $ 2,227,033 | $ 1,704,944 |
Issuance of common stock for services | 473,448 | |
Common stock issued for warrants exercised | ||
Imputed interest | 36,381 | 48,641 |
Net loss for the period | ||
Foreign currency translation adjustment | ||
Balance as of December 31, 2020 | 79,833,290 | 2,227,033 |
AOCI Attributable to Parent [Member] | ||
Balance as of January 1, 2020 | (55,236) | 3,988 |
Issuance of common stock for services | ||
Common stock issued for warrants exercised | ||
Imputed interest | ||
Net loss for the period | ||
Foreign currency translation adjustment | 896 | (59,224) |
Balance as of December 31, 2020 | (54,340) | (55,236) |
Retained Earnings [Member] | ||
Balance as of January 1, 2020 | (12,587,311) | (8,759,323) |
Issuance of common stock for services | ||
Common stock issued for warrants exercised | ||
Imputed interest | ||
Net loss for the period | (34,765,145) | (3,827,988) |
Foreign currency translation adjustment | ||
Balance as of December 31, 2020 | (47,352,456) | (12,587,311) |
Noncontrolling Interest [Member] | ||
Balance as of January 1, 2020 | ||
Issuance of common stock for services | ||
Balance as of December 31, 2020 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Balance as of January 1, 2020 at Dec. 31, 2019 | $ 685 | $ 1,704,944 | $ 3,988 | $ (8,759,323) | $ (7,049,706) | |
Shares, Outstanding, Beginning Balance at Dec. 31, 2019 | 6,847,200 | |||||
Imputed interest | 48,641 | 48,641 | ||||
Foreign currency translation adjustment | (59,224) | (59,224) | ||||
Net loss for the period | (3,827,988) | (3,827,988) | ||||
Balance as of December 31, 2020 at Dec. 31, 2020 | $ 742 | 2,227,033 | (55,236) | (12,587,311) | (10,414,772) | |
Shares, Outstanding, Ending Balance at Dec. 31, 2020 | 7,413,600 | |||||
Imputed interest | 36,381 | 36,381 | ||||
Shares issued for services | $ 46 | 3,513,598 | 3,513,644 | |||
Shares issued for services, shares | 459,300 | |||||
Stock awards issued for services | $ 81 | 2,804,945 | 2,805,026 | |||
Stock awards issued for services, shares | 814,950 | |||||
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) | |||||
Sale of units in initial public offering (net of expense) | $ 312 | 25,446,842 | 25,447,154 | |||
Sale of units in initial public offering (net of expense), shares | 3,125,000 | |||||
Conversion of preferred stock to common stock upon IPO closing | $ 636 | 25,768,792 | 25,769,428 | |||
Conversion of preferred stock to common stock upon IPO closing, shares | 6,362,089 | |||||
Fair value of stock option granted for director’s bonus | 12,159,652 | 12,159,652 | ||||
Shares issued to acquire non-controlling interest | $ 28 | (28) | ||||
Shares from non-controlling interest, shares | 277,409 | |||||
Share issued upon the exercise of warrant | $ 2 | 28,978 | 28,980 | |||
Share issued upon the exercise of warrant, shares | 20,700 | |||||
Share issued for consultancy fee and salaries | $ 25 | 2,489,786 | 2,489,811 | |||
Share issued for consultancy fee and salaries, shares | 251,728 | |||||
Share issued for director | ||||||
Share issued for director, shares | 3,500 | |||||
Forgiveness of related party debt | 1,444,140 | 1,444,140 | ||||
Preferred stock C1 warrant modification related expense | 58,363 | 58,363 | ||||
Foreign currency translation adjustment | 896 | (2,293) | ||||
Net loss for the period | (34,765,145) | (34,864,740) | ||||
Balance as of December 31, 2020 at Dec. 31, 2021 | $ 1,973 | $ 79,833,290 | $ (54,340) | $ (47,352,456) | $ 32,325,683 | |
Shares, Outstanding, Ending Balance at Dec. 31, 2021 | 3,500 | 19,732,406 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (34,864,740) | $ (3,827,988) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 3,210,448 | 808,150 |
Gain from early lease termination | (2,454) | |
Impairment loss | 200,000 | 16,375 |
Imputed interest | 36,381 | 48,641 |
Financing charges – first insurance funding | 5,023 | |
Loss on settlement of litigation | 550,000 | |
Stock based compensation for services | 25,889,909 | 1,027,057 |
Warrant modification expense (non-cash) | 58,363 | |
Written-off of inventories | 5,561 | |
Change in contingent service payable | 30,198 | |
Change in operating assets and liabilities: | ||
Accounts receivable | (50,691) | 8,871 |
Inventories | (221,068) | (5,428) |
Deposits, prepayments and other receivables | (6,149,889) | (16,322) |
Contract liabilities | 6,583 | (1,197) |
Accounts payables | 207,651 | 3,472 |
Accrued liabilities and other payables | (413,974) | 273,748 |
Advances to related parties | 725,000 | 373,625 |
Right of use assets | 73,798 | 26,925 |
Operating lease liabilities | (74,278) | (22,957) |
Net cash used in operating activities | (10,813,938) | (1,251,269) |
Cash flows from investing activities: | ||
Purchase of property, plant, and equipment | 46,837 | |
Purchase of investment assets | (200,000) | |
Net cash used in investing activities | (246,837) | |
Cash flows from financing activities: | ||
Proceeds from the issuance of preferred stock and exercise of warrants into preferred stock | 8,528,079 | 1,211,700 |
Proceeds from public offering, net of offering expenses | 25,447,154 | |
Repayment of loan | (151,476) | |
Net cash provided by financing activities | 33,823,757 | 1,211,700 |
Effect of exchange rate change on cash and cash equivalents | (4,871) | (60,256) |
NET CHANGE IN CASH AND CASH EQUIVALENTS | 22,758,111 | (99,825) |
CASH AND CASH EQUIVALENT AT BEGINNING OF YEAR | 506,666 | 606,491 |
CASH AND CASH EQUIVALENT AT END OF YEAR | 23,264,777 | 506,666 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 110 | |
Cash paid for income tax | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Impact of adoption of ASC Topic 842 - lease obligation and ROU asset | 653,457 | 52,225 |
Waiver of related party debt accounted as capital transaction | 1,444,140 | |
Fair value of preferred stock issued for services | 2,469,342 | |
Fair value of preferred stock accounted and included for issuance cost | 441,842 | |
Common stock issued for accrued salaries | 960,834 | |
Share cancellation | 15 | |
Prepaid insurance financed by first insurance funding | 742,500 | |
Common stock issued for the conversion of preferred stock | 25,769,428 | |
Derecognized lease ROU assets and lease liability on early termination | $ 30,800 |
DESCRIPTION OF BUSINESS AND ORG
DESCRIPTION OF BUSINESS AND ORGANIZATION | 12 Months Ended |
Dec. 31, 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 company 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. 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. 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 Description of subsidiaries incorporated by the Company 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 95 % SOPA Technology Company Limited Vietnam October 1, 2019 Software production Registered: VND 2,307,300,000; 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 % Leflair Incorporated United States December 07, 2021 Investment holding US$1 100 % SOPA Capital Limited United Kingdom December 07, 2021 Investment holding £1 100 % The Company and its subsidiaries are hereinafter referred to as (the “Company”). |
LIQUIDITY AND CAPITAL RESOURCES
LIQUIDITY AND CAPITAL RESOURCES | 12 Months Ended |
Dec. 31, 2021 | |
Liquidity And Capital Resources | |
LIQUIDITY AND CAPITAL RESOURCES | NOTE-2 LIQUIDITY AND CAPITAL RESOURCES As of December 31, 2021, the Company had cash balances of $ 23,264,777 , a working capital surplus of $ 27,193,066 and accumulated deficit $ 47,352,456 . For the year ended December 31, 2021, the Company had a net loss of $ 34,864,740 and net cash used by operating activities of $ 10,813,938 246,837 . Net cash provided by financing activities was $ 33,823,757 , resulting principally from $ 25,447,154 net proceeds from IPO public offering and $ 8,528,079 net proceeds from the issuance of preferred stock and C1 warrants exercised. The Company also repaid $ 151,476 of First Insurance Funding loan during 2021. Subsequently, in February 2022, the Company filed the registration statement in connection with its underwritten public offering of 3,484,845 shares of common stock and accompanying warrants to purchase up to 3,484,845 11.5 10.7 The Company believes that it will be able to continue to grow the Company’s revenue base and control expenditures, there is no assurance. In parallel, the Company continually monitors its capital structure and operating plans and evaluates various potential funding alternatives that may be needed in order to finance the Company’s business development activities, general and administrative expenses and growth strategy. COVID-19 (Delta and Omicron variants) Due to the current or future resurgence of the pandemic (including the potential emergence of new and more transmissible variants, such as the Delta and Omicron variants), it 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 | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE-3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements and notes. • Basis of Presentation These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). • 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. • Use of Estimates and Assumptions In preparing these consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the years reported. Actual results may differ from these estimates. 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, assumptions used in assessing right of use assets, valuation and useful lives of intangible assets, valuation of common stock and stock warrants, stock option valuations, imputed interest on due to related parties, business acquisition allocation of purchase consideration, and deferred tax valuation allowance. • Basis of Consolidation The 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. • Business Combinations The Company follows Accounting Standards Codification (“ASC”) ASC Topic 805, Business Combinations Consolidation • Noncontrolling interest The Company accounts for noncontrolling interest in accordance with ASC Topic 810-10-45, which requires the Company to present noncontrolling interests as a separate component of total shareholders’ equity on the consolidated balance sheets and the consolidated net loss attributable to the its noncontrolling interest be clearly identified and presented on the face of the consolidated statements of operations and comprehensive loss. Segment Reporting ASC Topic 280, “ Segment Reporting : (i) e-commerce and (ii) Merchant POS • Cash and Cash Equivalent 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 December 31, 2021 and 2020, the cash and cash equivalent was amounted to $ 23,264,777 506,666 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 13,699,082 208,635 • 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 collectability. 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 December 31, 2021 and 2020, the allowance for doubtful accounts amounted to $0 and $0, respectively. • 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 years ended December 31, 2021 and 2020, the Company recorded an allowance for obsolete inventories of $0 and $0, respectively. The inventories were amounted to $221,068 and $0 at December 31, 2021 and 2020, respectively. • Prepaid Expenses Prepaid expenses represent future expenses paid in advance , until the associated benefits are realized, the future expense remains at current asset within the next twelve months and non-current asset after twelve months.. Since prepaid expenses are categorized as “current and non-current” assets, the benefits associated with the products or services paid for upfront are expected to be used for the next twelve months and thereafter. Once the benefits of the assets are gradually realized, the prepaid expense is reduced as the asset is expensed off on the statement of operations. • 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 Schedule of Expected useful life Expected useful lives Computer equipment 3 Office equipment 5 Renovation 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 Company generates its revenues from a diversified a mix of e-commerce activities (B2C) and the services providing to merchants for their business growth (B2B), which are operated under two business segments of e-Commerce (previously mentioned as Consumer Facing Business) and Merchant POS (previously mentioned as Merchant Facing Business). The Company’s performance obligation includes providing the connectivity among merchants and consumers, 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 to enable the consumers to purchase high-end brands of all categories under its own brand name of “Leflair”. Under the deployment of the Company’s smart search engine, consumers search or review their favorite brands among hundreds of choices in Apparel, Bags & Shoes, Accessories, Health & Beauty, Home & Lifestyle, International, Women, Men and Kids & Babies categories. The platform also allows consumers to 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 can place orders for delivery or collect at the Company’s logistics center. e-Commerce 1) Customer placed orders on the website / app, sales orders report will be generated in the system. The Company will inform its business partners proceed to packaging to the logistic partner warehouse and therefore, logistic partner delivered to the end customer. The sales is recognized when the delivery is completed by the shipper to the end customer. Sale of products are offered with a limited right of return ranging from 3 to 30 days, from the date of purchase and not subject to no product warranty. The Company is considered as a principal in this e-commerce transaction and reported revenue in gross basis as the Company takes the responsibility for fulfillment, retaining the risk for collection, and establishing the price of the products. During the years ended December 31, 2021 and 2020, the Company has generated the revenue of $ 482,002 0 Merchant POS Software sales consist of: 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 Chat box 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. During the years ended December 31, 2021 and 2020, the Company has generated $ 37,481 48,287 Hardware sales — 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 Topic 606-10 Revenue Recognition – Revenue from Contracts with Customers, when the Company controls the specified good before it is transferred to the end customer and have the risks and rewards as principal in the transaction, such as responsibility for fulfillment, retaining the risk for collection, and establishing the price of the products. If these indicators have not been met, or if indicators of net revenue reporting specified in ASC Topic 606-10 are present in the arrangement, revenue is recognized net of related direct costs. Software subscription fee — 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, net of value added taxes (“VAT”), which is levied at the rate of 10% on the invoiced value of sales. Contract assets In accordance with ASC Topic 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 liabilities In accordance with ASC Topic 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 $ 25,229 18,646 • 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 Topic 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 years ended December 31, 2021 and 2020, the software development costs were $ 95,809 165,514 • Cost of Sales Cost of sales under online ordering consist of the cost of merchandizes ordered by the consumers and the related shipping and handling costs, which are directly attributable to the sales of online ordering. Cost of sales under software sales consist of the cost of software and payroll, which are directly attributable to the sales of software. Cost of sales under hardware sales consist of the cost of hardware and payroll, which are directly attributable to the sales of hardware. • 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 for merchant POS business. Except for e-Commerce business, the shipping and handling costs billed to customers are recorded in sales. Shipping costs incurred by the Company are recorded in cost of sales. • 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 $ 327,195 3,125 • 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 December 31, 2021 and 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. • Income Tax The Company adopted the ASC Topic 740 Income Tax The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary. The Company and its wholly-owned foreign subsidiary, are subject to income taxes in the jurisdictions in which it operates individually. 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 Topic 740 provisions of Section 740-10-25 for the years ended December 31, 2021 and 2020. • Foreign Currencies Translation and Transactions The reporting currency of the Company is United States Dollar ("US$") and the accompanying consolidated financial statements have been expressed in US$. In addition, the Company’s subsidiary is operating in the Republic of Vietnam, Singapore and India and maintains its books and record in its local currency, Vietnam Dong (“VND”), Singapore Dollar (“SGD”) 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$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement Translation of amounts from SGD into US$ has been made at the following exchange rates for the years ended December 31, 2021 and 2020: Schedule of Foreign currencies translation and transactions Schedule of Foreign currencies translation and transactions December 31, 2021 December 31, 2020 Period-end SGD:US$ exchange rate $ 0.7409 $ 0.7564 Period average SGD:US$ exchange rate $ 0.7404 $ 0.7251 Translation of amounts from VND into US$ has been made at the following exchange rates for the years December 31, 2021 and 2020: December 31, 2021 December 31, 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 years ended December 31, 2021 and 2020: December 31, 2021 December 31, 2020 Period-end INR:US$ exchange rate $ 0.01343 $ 0.01371 Period average INR:US$ exchange rate $ 0.01352 $ 0.01353 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 $ 19,241 1,480 • Comprehensive Income ASC Topic 220, “ Comprehensive Income • 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 years. For the years ended December 31, 2021 and 2020, diluted weighted-average common shares outstanding is equal to basic weighted-average common shares, due to the Company’s net loss position. Hence, no common stock equivalents were included in the computation of diluted net loss per share since such inclusion would have been antidilutive. Schedule of computation of diluted net loss per share Schedule of computation of diluted net loss per share Years ended December 31, 2021 2020 Net loss attributable to Society Pass Incorporated $ (34,765,145 ) $ (3,827,988 ) Weighted average common shares outstanding – Basic and diluted 9,443,741 6,990,131 Net loss per share – Basic and diluted $ (3.68 ) $ (0.56 ) The following potentially dilutive securities outstanding have been excluded from the computation of diluted weighted-average shares outstanding, because such securities had an antidilutive impact: Schedule of Common stock issued Schedule of Common stock issued Years ended December 31, 2021 2020 Series A Convertible Preferred Stock (a) — 8,000 Series B Convertible Preferred Stock — 764,400 Series B-1 Convertible Preferred Stock — 48,000 Series C Convertible Preferred Stock — 108,600 Series C-1 Convertible Preferred Stock — 865,500 Options to purchase common stock (b) 1,945,270 — Warrants granted to underwriter 144,445 — Warrants granted with Series C-1 Convertible Preferred Stock (c) 1,158,000 614,100 Total of common stock equivalents 3,247,715 2,408,600 (a) The Series A the conversion formula is aggregate Stated Value divided by IPO price (State Value for each Series A preferred shares is $1,000). These 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. (b) The Board of Directors have approved a 10-years option at an exercise price of $6.49 per share that will be exercisable at any time. (c) The expiry date of warrants granted with Series C-1 was extended to June 30, 2022. • 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 Topic 842, components of a lease should be split into three categories: lease components (e.g. land, building, etc.), non-lease components (e.g. common area maintenance, consumables, etc.), and non-components (e.g. property taxes, insurance, etc.). Subsequently, the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components. Early adoption, including adoption in an interim period, is permitted. A termination of a lease before the expiration of the lease term shall be accounted for by the lessee by removing the right-of-use asset and lease liability, with profit or loss recognized for the difference. When a lease is terminated before the expiration of the lease term, irrespective of whether the lease is classified as a finance lease or an operating lease, the lessee would derecognize the ROU asset and corresponding lease liability. Any difference would be recognized as a gain or loss related to the termination of the lease. Similarly, if a lessee is required to make any payments or receives any consideration when terminating the lease, it would include such amounts in the determination of the gain or loss upon termination. As of December 31, 2021 and 2020, the Company recorded the right of use asset of $ 627,968 79,109 • Retirement Plan Costs Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying consolidated statements of operation as the related employee service is provided. • Share-based Compensation Pursuant to ASU 2018-07, the Company follows ASC Topic 718, Compensation—Stock Compensation • Common Stock Awards The Company grants common stock awards to employees and non-employees in exchange for services provided. The Company measures the fair value of these awards using the fair value of the services provided or the fair value of the awards granted, whichever is more reliably measurable. The fair value measurement date of these awards is generally the date the performance of services is complete. The fair value of the awards is recognized on a straight-line basis as services are rendered. The share-based payments related to common stock awards for the settlement of services provided is recorded in the general and administrative expenses and charged to the same account as if such settlements had been made in cash. The fair value of the Common Stock Awards to the Company’s director was estimated using a Black-Scholes Option Pricing Model. • Warrants In connection with certain financing, consulting and collaboration arrangements, the Company has issued warrants to purchase shares of its Preferred stock and common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using a Black-Scholes Option Pricing Model as of the measurement date. The Company uses a Black-Scholes option model to estimate the fair value of compensation warrants. Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital of the common stock issued. All other warrants are recorded at fair value as expense over the requisite service period, or at the date of issuance, if there is not a service period. • Related Parties The Company follows the ASC Topic 850-10, Related Party Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. • Commitments and Contingencies The Company follows the ASC Topic 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, financia |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2021 | |
Revenue | |
REVENUE | NOTE-4 REVENUE The Company has disaggregated its revenue from contracts with customers into categories based on the nature of the revenue. Schedule of Revenue Schedule of Revenue Years ended December 31, 2021 2020 Sales – online ordering $ 482,002 $ — Software sales 37,481 48,287 Hardware sales 402 4,166 $ 519,885 $ 52,453 Contract liabilities recognized was related to software sales only and the following is reconciliation for the years presented: Schedule of Contract liabilities Schedule of Contract liabilities 2021 2020 Contract liabilities, brought forward $ 18,646 $ 19,843 Add: recognized as deferred revenue 44,064 47,090 Less: recognized as revenue (37,481 ) (48,287 ) Contract liabilities, carried forward $ 25,229 $ 18,646 |
SEGMENT REPORTING
SEGMENT REPORTING | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE-5 SEGMENT REPORTING Currently, the Company has two reportable business segments: (i) e-Commerce operates an online lifestyle platform under the brand name of “Leflair” covering a diversity of services and products, such as Fashion & Accessories, Beauty & Personal Care, and Home & Lifestyle, and managed by SOPA Technology Company Ltd, and (ii) Merchant POS operates the sale of hardware and software, managed by Hottab group and SOPA entities except SOPA Technology Company Ltd. The Company’s Chief Operating Decision Maker (CODM) evaluates operating segments using the following table presents revenues and gross profits by reportable segment and asset except liability information. Schedule of Segment Reporting Schedule of Segment Reporting Year Ended December 31, 2021 e-Commerce Merchant POS Total Revenue from external customers: Sales – online ordering $ 482,002 $ — $ 482,002 Software sales — 37,481 37,481 Hardware sales — 402 402 Total revenue 482,002 37,883 519,885 Cost of sales: Cost of online ordering (407,662 ) — (407,662 ) Software sales (254,028 ) (48,785 ) (302,813 ) Hardware sales — (208 ) (208 ) Total cost of revenue (661,690 ) (48,993 ) (710,683 ) Gross loss (179,688 ) (11,110 ) (190,798 ) Operating Expenses Sales and marketing expenses (318,697 ) (8,498 ) (327,195 ) Software development costs — (95,809 ) (95,809 ) Impairment loss (200,000 ) — (200,000 ) Depreciation — (10,448 ) (10,448 ) Amortization — (3,200,000 ) (3,200,000 ) General and administrative expenses (203,203 ) (29,984,750 ) (30,187,953 ) Total operating expenses (721,900 ) (33,299,505 ) (34,021,405 ) Loss from operations (901,588 ) (33,310,615 ) (34,212,203 ) Other income (expense) Change in contingent service payable — — — Gain from early lease termination — 2,454 2,454 Interest income 103 13 116 Interest expense — (41,514 ) (41,514 ) Loss on settlement of litigation — (550,000 ) (500,000 ) Warrant modification expense — (58,363 ) (58,363 ) Other income 2,135 3,771 5,906 Total other income (expense) 2,238 (643,639 ) (641,401 ) Loss before income taxes (899,350 ) (33,954,254 ) (34,853,604 ) December 31, 2021 e-Commerce Merchant POS Total Intangible assets, net $ — $ 4,000,000 $ 4,000,000 Identifiable assets $ 9,638,035 $ 21,538,322 $ 31,176,357 December 31, 2020 e-Commerce Merchant POS Total Intangible assets, net $ — $ 7,200,000 $ 7,200,000 Identifiable assets $ — $ 666,273 $ 666,273 Year Ended December 31, 2021 e-Commerce Merchant POS Total Capital Expenditure: Purchase of property, plant, and equipment $ 46,837 $ — $ 46,837 Total capital expenditure $ 46,837 $ — $ 46,837 Year Ended December 31, 2020 e-Commerce Merchant POS Total Capital Expenditure: Purchase of property, plant, and equipment $ — $ — $ — Total capital expenditure $ — $ — $ — Years Ended December 31, 2020 e-Commerce Merchant POS Total Revenue from external customers: Sales – online ordering $ — $ — $ — Software subscription — 48,287 48,287 Hardware sales — 4,166 4,166 Total revenue — 52,453 52,453 Cost of sales: Cost of online ordering — — — Software subscription — (79,108 ) (79,108 ) Hardware sales — (9,556 ) (9,556 ) Total cost of revenue — (88,664 ) (88,664 ) Gross profit — (36,211 ) (36,211 ) Operating Expenses Sales and marketing expenses — (3,125 ) (3,125 ) Software development costs — (165,514 ) (165,514 ) Depreciation — (8,150 ) (8,150 ) Amortization — (800,000 ) (800,000 ) Impairment loss — (16,375 ) (16,375 ) General and administrative expenses — (2,720,872 ) (2,720,872 ) Total operating expenses — (3,714,036 ) (3,714,036 ) Loss from operations — (3,750,247 ) (3,750,247 ) Other income (expense) Change in contingent service payable — (30,198 ) (30,198 ) Gain from early lease termination — — — Interest income — 19 19 Interest expense — (48,989 ) (48,989 ) Loss on settlement of litigation — — — Warrant modification expense — — — Other income — 9,759 9,759 Total other expense (69,409 ) (69,409 ) Loss before taxes (3,819,656 ) (3,819,656 ) The below 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 Schedule of geographic segments Years ended December 31, 2021 2020 Indonesia $ 34,830 $ 40,719 Vietnam 485,055 11,734 $ 519,885 $ 52,453 |
BUSINESS COMBINATION
BUSINESS COMBINATION | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATION | NOTE-6 BUSINESS COMBINATION On November 11, 2019, the Company completed the acquisition of 100 156 900,000 150,000 558,000 Business Combinations Schedule of Purchase price allocations 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, the goodwill from business combination is 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 Schedule of Acquisitions 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 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 Topic 805 “ Business Combinations 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 Topic 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 amounting to $ 75,000 558,000 |
DEPOSITS, PREPAYMENTS AND OTHER
DEPOSITS, PREPAYMENTS AND OTHER RECEIVABLES | 12 Months Ended |
Dec. 31, 2021 | |
Deposits Prepayments And Other Receivables | |
DEPOSITS, PREPAYMENTS AND OTHER RECEIVABLES | NOTE-7 DEPOSITS, PREPAYMENTS AND OTHER RECEIVABLES Deposits, prepayments and other receivables consisted of the following: Schedule of prepayments and other receivables Schedule of prepayments and other receivables December 31, 2021 December 31, 2020 Deposits $ 68,991 $ — Prepayments 32,279 60,532 Prepayments for consultancy fee (a) 6,010,667 — Prepayments for first insurance funding (b) 742,500 — Value added tax 96,818 — Other receivables 1,666 — Total $ 6,952,921 $ 60,532 Less: non-current portion Prepayments for consultancy fee (858,667 ) — Current portion $ 6,094,254 $ 60,532 (a) On December 6, 2021, the Company entered into two consulting agreements with China-America Culture Media Inc. and New Continental Technology Inc., acting as Consultant 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 and $3,190,000. The Company’s due to China-America Culture Media Inc. balance was $3,033,334 and $0 as of December 31, 2021 and 2020, respectively. The Company’s due to New Continental Technology Inc., balance was $2,977,333 and $0 as of December 31, 2021 and 2020, respectively. For the year ended December 31, 2021 and 2020 the Company recognized the amortization of prepaid consulting expense of $429,333 and $-0-, respectively, using the straight-line method, over a term of 15 months. (b) On October 7, 2021, the Company purchased the Directors and Officers (D&O) insurance at a premium fee of $990,000 for a term of 12 months. Also, the Company entered a loan agreement with First Insurance Funding to finance 75% of the total premium, to repay the premium of $990,000. The Company paid the down payment of $247,500 (25%) and the remaining balance $742,500 (75%) to be repaid by 10 installments until August 7, 2022. The Company’s D&O insurance prepayment balance was $742,500 and $0 as of December 31, 2021 and 2020, respectively. For the year ended December 31, 2021 and 2020 the Company recognized the amortization of prepaid insurance expense of $146,453 and $-0-, respectively. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE - INVENTORIES Schedule of inventories December 31, 2021 December 31, 2020 Finished goods $ 221,068 $ — Less Reserve for excess and obsolete inventory — — Total Inventories $ 221,068 $ — All finished goods inventories were related to e-commerce business and was held by the third party logistic. The cost of sales totaled $ 407,662 0 221,068 0 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE-9 INTANGIBLE ASSETS As of December 31, 2021 and 2020, intangible assets consisted of the following: Schedule of intangible assets Schedule of intangible assets Useful life December 31, 2021 December 31, 2020 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 (4,001,725 ) (801,725 ) $ 4,000,000 $ 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 Google play store (i.e. SoPa App) and the Company’s web version is on www.sopa.asia. The platform was completed developed on September 30, 2020 with the estimated life of 2.5 years. The platform started to be amortized from October 1, 2020. Further, the Company entered subscription agreement with CVO to issued 8,000 1,000 Pursuant to the subscription agreement entered with CVO, the Company issued 8,000 1,000 8,000,000 Also, the owner of CVO entered into call option agreement with the CEO of the Company to sell 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 Amortization of intangible assets attributable to future periods is as follows: Schedule of Amortization of intangible assets Year ending December 31: Amount 2022 $ 3,200,000 2023 800,000 $ 4,000,000 Amortization of intangible assets was $ 3,200,000 801,479 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | NOTE- 10 PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consisted of the following: Schedule of Property plant and equipment Schedule of Property plant and equipment December 31, 2021 December 31, 2020 At cost: Computer $ 33,207 $ 29,206 Office equipment 16,826 1,721 Renovation 27,731 — 77,764 30,927 Less: accumulated depreciation (21,743 ) (12,755 ) Less: exchange difference 1,014 (103 ) $ 57,035 $ 18,069 Depreciation expense for the years ended December 31, 2021 and 2020 were $ 10,448 6,671 |
ASSET PURCHASE AGREEMENT
ASSET PURCHASE AGREEMENT | 12 Months Ended |
Dec. 31, 2021 | |
Asset Purchase Agreement | |
ASSET PURCHASE AGREEMENT | NOTE— 11 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 Goodventures 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-commerce 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 Pte Ltd acquired intellectual property such as Leflair logos, trademarks and brands. The Company accounted for this acquisition as an asset acquisition under ASC Topic 805 and that the Company has early adopted the amendments of Regulation S-X dated May 21, 2020 and has concluded that this acquisition was not significant. Accordingly, the presentation of the assets acquired, historical financial statements under Rule 3-05 and related pro forma information under Article 11 of Regulation S-X, respectively, are not required to be presented. 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 $ — The Company paid the purchase price of $200,000 during the year ended December 31, 2021. 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 $ 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 Technology Pte Ltd is a private company that was incorporated under the laws of Singapore on June 6, 2019. SOPA Technology 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 3,750,000 9 277,409 The following table summarizes the changes in non-controlling interest from December 31, 2020 to December 31, 2021: Schedule of non-controlling interest Schedule of non-controlling interest Balance, December 31, 2020 0 % Transfer (to) from the non-controlling interest as a result of Leflair Purchase Agreement 15 % Parent Co. acquired/exchanged the non controlling interest holding with their shares (10) % Balance, December 31, 2021 5 % A reconciliation of the non-controlling loss attributable to the Company: Schedule of reconciliation non-controlling loss attributable to the company Schedule of reconciliation non-controlling loss attributable to the company Non Controlling Interest, December 31, 2020 $ — Acquisition cost — Net loss attributable to non-controlling interest (99,595 ) Foreign currency translation adjustment (3,189 ) Non Controlling Interest, December 31, 2021 $ (102,784 ) Net loss attributable to non-controlling interest for the year ended December 31, 2021: Schedule of Net loss attributable to non-controlling interest Schedule of Net loss attributable to non-controlling interest Net loss generated by SOPA Technology Pte Ltd for the year ended December 31, 2021 $ (1,991,104 ) Non controlling interest percentage 5 % Net loss attributable to non-controlling interest $ (99,595 ) Foreign currency translation adjustment (3,189 ) Non Controlling Interest $ (102,784 ) For the year ended December 31, 2021, 5 102,784 |
AMOUNTS DUE TO RELATED PARTIES
AMOUNTS DUE TO RELATED PARTIES | 12 Months Ended |
Dec. 31, 2021 | |
Amounts Due To Related Parties | |
AMOUNTS DUE TO RELATED PARTIES | NOTE-12 AMOUNTS DUE TO RELATED PARTIES Amounts due to related parties consisted of the following: Schedule of Amount due to related parties Schedule of Amount due to related parties December 31, 2021 December 31, 2020 Amounts due to related parties (a) $ 24,763 $ 96,940 Amounts due to shareholders (b) — 738,964 Amount due to a director (c) 500,000 735,833 $ 524,763 $ 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 Enter Asia to make investment in the Company nor the Company to issue shares to Enter Asia. Further, the Enter Asia 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 Enter Asia 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 $ 738,964 738,964 4.5 36,381 48,641 (c) The amount represented as accrued 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 2,894,075 500,000 735,833 |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | NOTE-13 ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable consisted of the following: Schedule of Accounts payable December 31, 2021 December 31, 2020 Accounts payable $ 261,907 $ 54,256 Accrued liabilities and other payables - Related Party (a) 60,253 197,548 Accrued liabilities and other payables (b) 753,345 480,024 Total Accounts payable $ 1,075,505 $ 731,828 (a) The amount represented due to two related parties in respect to unpaid salaries, unpaid legal fees and unpaid consulting fees amounted to $ 6,818 53,435 0 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 Schedule of Accrued liabilities December 31, 2021 December 31, 2020 Accrued payroll $ 85,888 $ 58,092 Accrued vat expenses 62,044 1,788 Accrued taxes 62,272 28,318 Other accruals 298,141 146,826 Other payables (c) 245,000 245,000 Total Accrued liabilities $ 753,345 $ 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 refer footnote#19 for legal update |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
LEASES | NOTE-14 LEASES We adopted ASU No. 2016-02, Leases 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 December 31, 2021 and 2020. The Company adopts a 5.18 3.03 During the year ended December 31, 2021, the Company enter into new lease arrangements, and accounted as per ASC Topic 842, the ROU asset and lease obligation of $ 653,547 During the year ended December 31, 2021 and 2020, the Company terminated the operating lease before the expiration of the lease. The Company derecognized the ROU asset and lease liability and recognize the difference as gain on written-off ROU $ 2,454 0 The Company excluded 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, as follows: Schedule of Lease expenses Schedule of Lease expenses Years ended December 31, 2021 2020 Operating lease expense (per ASC 842) $ 83,885 $ 40,172 Short-term lease expense (other than ASC 842) 7,351 — Total lease expense $ 91,236 $ 40,172 As of December 31, 2021, right-of-use assets were $ 627,968 629,130 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 December 31, 2021 The below table summarizes our (i) minimum lease payments over the next four years, (ii) lease arrangement implied interest, and (iii) present value of future lease payments for the next four years ending December 31, 2021: Schedule of Future Contractual Lease Payments Schedule of Future Contractual Lease Payments Years ending December 31, Future lease payments 2022 $ 243,514 2023 222,830 2024 150,285 2025 58,493 Total 675,122 Less: interest (45,992 ) Present value of lease liabilities $ 629,130 Less: non-current portion (411,053 ) Present value of lease liabilities – current liability $ 218,077 |
DUE TO FIRST INSURANCE FUNDING
DUE TO FIRST INSURANCE FUNDING | 12 Months Ended |
Dec. 31, 2021 | |
Due To First Insurance Funding | |
DUE TO FIRST INSURANCE FUNDING | NOTE-15 DUE TO FIRST INSURANCE FUNDING On October 7, 2021, the Company purchased the Directors and Officers (D&O) insurance at a premium fee of $ 990,000 75 990,000 The Company paid the down-payment of US$247,500 (25%) and remaining balance $742,500 (75%) to be repaid by 10 installments until August 7, 2022. The effective interest rate 5.35 5,023 0 During the year ended December 31, 2021 the Company has repaid the installments for $ 151,476 596,047 Future contractual amortization of debt as of December 31, 2021 The below table summarizes our (i) minimum payments in the next twelve months, (ii) implied interest, and (iii) present value of future payments in the next twelve months: Schedule of Future contractual amortization of debt Schedule of Future contractual amortization of debt Year ending December 31, Future payment 2022 $ 605,907 Less: imputed interest (9,860 ) Present value of first insurance funding – current liability $ 596,047 |
SHAREHOLDERS_ DEFICIT
SHAREHOLDERS’ DEFICIT | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
SHAREHOLDERS’ DEFICIT | NOTE-16 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 December 31, 2021 and 2020, the Company had a total of 19,732,406 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. 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 The Cost of IPO related expenses incurred $ 2,677,846 Upon the IPO Closings, all outstanding shares of preferred stock series A, B, B-1, C and C-1 were automatically converted into 888,889 shares, 764,400 shares, 48,000 shares, 465,600 shares and 4,195,200 shares of the Company’s common stock for the value of $8,000,000, $3,412,503, $466,720, $8,353,373 and $5,536,832, respectively. During the years ended December 31, 2021 and 2020, the Company issued 814,950 545,400 2,85,026 473,503 During the years ended December 31, 2021 and 2020, the Company issued 1,157,630 0 960,834 0 2,894,075 During the years ended December 31, 2021 and 2020, the Company issued 450,000 and 0 shares of its common stock for director’s bonus for the value of $ 3,442,499 and $ 0 , respectively. During the years ended December 31, 2021 and 2020, the Company issued 9.300 0 71,145 0 During the years ended December 31, 2021 and 2020, the Company cancelled 150,000 0 During the years ended December 31, 2021 and 2020, the Company issued 277,409 28 During the year ended December 31, 2021, a total of 69 warrants were exercised in exchange to 20,700 shares of its common stock for the value of $28,980. During the year ended December 31, 2020, no warrants were exercised to common stock. During December 2021, we issued 208,369 During December, 2021, we issued 3,437 During December, 2021, we issued 34,222 308,000 During December, 2021, we issued 5,700 109,497 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 4,094 In December 2020, a total of 838 warrants were exercised in exchange to 838 Series C-1 preferred shares. ( refer note 13 for details Below is a summary of the Company’s issued and outstanding warrants as of December 31, 2021 and 2020: 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 (b) 2,047 $ 420 0.6 Issued (b) 2,120 $ 420 0.5 Issued (a) 144,445 $ 9.90 5.0 Exercised (b) (307 ) $ (420 ) — Expired — $ — — Outstanding as of December 31, 2021 148,305 $ 20.57 4.88 (a) Common stock will be issued if those warrants exercise The 144,445 warrants having intrinsic value of $73,667 as of December 31, 2021. (b) Preferred stock series C-1 will be issued if those warrants exercise. Further, those preferred stock series C-1 will automatically convert into the 1,158,000 and 614,400 common stock with the intrinsic value of $10,433,580 and nil as of December 31, 2021 and 2020, respectively. On April 19, 2021, the Company extended the expiry date of the Warrant issued to Preferred Series C-1 holder by six months from June 30, 2021 to December 31, 2021. Further, on November 16, 2021, the Company extended the expiry date of the Warrant issued to Preferred Series C-1 holder by six months from December 31, 2021 to June 30, 2022. The Company considered this warrant as permanent equity per ASC Topic 815-40-35-2, the warrants would not be marked to market at each financial reporting date. However, where there is a subsequent changes in assumptions related warrants (in the instant case, an extension of the expiration date of the warrants), the difference between the amount originally recorded and the newly calculated amount, based upon the changed assumptions, is determined and the difference between the before and after valuation is recorded as an expense, with the corresponding credit to additional paid-in capital. The Company recorded additional warrants modification expense of $ 58,363 The Company determined the fair value using the Black-Scholes option pricing model with the following assumptions Schedule of Stock options assumptions Schedule of Stock option assumptions Before modification After Modification Dividend rate 0 % 0 % Risk-free rate 0.06 % 0.12 % Weighted average expected life (years) 9 18 Expected volatility 25 % 25 % Exercise price $ 1.4 $ 1.4 (a) The Company considered 25% volatility as from inception through the date of the Company common stocks. Director’s Stock option On December 8, 2021, the Board of Directors approved a grant to Dennis Nguyen of a 10-year options to purchase 1,945,270 shares options at an exercise price of $6.49 per share that will be exercisable at any time. Schedule of Stock Option Schedule of Stock Option Share option Weighted average exercise price Weighted Outstanding as of December 31, 2019 — $ — — Granted — — — Exercised — — — Expired — — — Outstanding as of December 31, 2020 — — — Granted 1,945,270 6.49 10 Exercised — — — Expired — — — Outstanding as of December 31, 2021 1,945,270 $ 6.49 10 The total fair value of options vested during the years ended December 31, 2021 and 2020 was $ 12,159,652 0 The aggregate intrinsic value of share options outstanding as of December 31, 2021 and 2020 was $ 7,624,458 0 The Company determined the fair value using the Black-Scholes option pricing model with the following assumptions for the years ended December 31, 2021 and 2020: Schedule of Stock option assumptions December 31, 2021 Dividend rate 0 % Risk-free rate 1.52 % Weighted average expected life (years) 10 Expected volatility 130 % Share price $ 6.49 Director’s stock awards Schedule of Stock Award Unvested as of December 31, 2019 — $ — — Issued — — — Vested — — — Cancelled — — — Unvested as of December 31, 2020 — — — Issued 814,950 7.65 2 Vested (162,990 ) 7.65 — Cancelled — — — Unvested as of December 31, 2021 651,960 $ 7.65 1.67 Shares Unvested at period-end 651,960 $ 7.65 Below is the unvested shares vesting schedule at future years Year ended December 31 2022 325,980 Year ended December 31 2023 325,980 Total 651,960 The Company issued 814,950 shares of its common stock on September 1, 2021 (“start date”) of which 651,960 shares shall be subject to vesting. The vesting shares shall be vested in accordance with the following vesting schedule: 162,990 vesting shares will vest every six-months for a two-year period from the start date, with the first vesting date being March 1, 2022. For the years ended December 31, 2021 and 2020, the Company recognized the amortization of stock compensation expense of $2,805,025 and $0, respectively. The remaining unamortized vesting expenses in 1.67 years which estimated with a cost of $3,429,342. |
PREFERRED STOCKS AND WARRANTS
PREFERRED STOCKS AND WARRANTS | 12 Months Ended |
Dec. 31, 2021 | |
Preferred Stocks And Warrants | |
PREFERRED STOCKS AND WARRANTS | NOTE-17 PREFERRED STOCKS AND WARRANTS As of December 31, 2021 and 2020, the Company’s preferred stocks have been designated as follow: 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 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 consolidated balance sheet. Series X Super Voting Preferred Stock was issued at a par value. 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 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: (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 There were no Upon the IPO Closings, all outstanding shares of Series A Preferred Shares were automatically converted into 888,889 8,000,000 9 As of December 31, 2021 and 2020, there were 0 8,000 Series B Preferred Shares There were no During the year ended December 31, 2020, the Company issued 327 436,872 , equal to approximately $ 1,336 Upon the IPO Closings, all outstanding shares of Series B Preferred Stock were automatically converted into 764,400 3,412,503 4.46 As of December 31, 2021 and 2020, there were 0 2,548 Series B-1 Preferred Shares There was no During the year ended December 31, 2020, the Company issued 40 116,680 2,917 Upon the IPO Closings, all outstanding shares of Series B-1 Preferred Shares were automatically converted into 48,000 466,720 9.72 As of December 31, 2021 and 2020, there were 0 160 Series C Preferred Shares During the year ended December 31, 2021, the Company issued 1,116 74 6,431,508 426,462 During the year ended December 31, 2021, the Company incurred the issuance cost in connection with the private placement of Series C Preferred Shares amounting to $ 195,942 460,361 There was no Series C Preferred Shares issued during the year ended December 31, 2020. Upon the IPO Closings, all outstanding shares of Series C Preferred Shares were automatically converted into 465,600 8,353,373 17.9 As of December 31, 2021 and 2020, there were 0 362 Series C-1 Preferred Shares The Company accounted for warrants issued in accordance with the guidance on “ Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity During the year ended December 31, 2020, the Company issued 2,314 571 971,880 239,820 During the year ended December 31, 2021, the Company issued 6,235 1,142 4,864 2,618,700 479,640 2,042,880 During the year ended December 31, 2021, the Company incurred the issuance cost in connection with the private placement of Series C-1 Preferred Shares amounting to $ 245,700 90,748 Upon the IPO Closings, all outstanding shares of Series C-1 Preferred Shares were automatically converted into 4,195,200 5,536,832 1.21 As of December 31, 2021 and 2020, there were 0 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”, at par value, 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. During the year ended December 31, 2021 and 2020, the Company issued 3,500 0 As of December 31, 2021 and 2020, there were 3,500 0 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE- 18 INCOME TAXES For the years ended December 31, 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 Schedule of Loss before income tax Years ended December 31, 2021 2020 Tax jurisdiction from: - Local $ 32,901,996 $ 3,019,273 - Foreign 1,951,608 800,383 Loss before income taxes $ 34,853,604 $ 3,819,656 The provision for income taxes consisted of the following: Schedule of provisions for income tax Schedule of provision for income taxes Years ended December 31, 2021 2020 Current: - United States $ — $ — - Singapore — — - Vietnam — — - India 11,136 8,152 Deferred: - United States — — - Singapore — — - Vietnam — — - India — 180 Income tax expense $ 11,136 $ 8,332 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. A reconciliation of the income tax provision (benefit) by applying the statutory United States federal income tax rate to income (loss) before income taxes is as follows: Schedule of statutory United Stated federal income tax rate Schedule of statutory United States federal income tax rate Rate Reconciliation 2021 Expected tax at statutory rates (6,846,505 ) 21 % Nondeductible Expenses 6,979 0 % State Income Tax, Net of Federal benefit 0 0 % Current Year Change in Valuation Allowance 5,655,423 -17 % Prior Deferred True-Ups 1,184,103 -4 % Total Income Tax Expense — — As of December 31, 2021, the operation in the United States incurred $ 8,929,250 1,875,143 Singapore The Company’s subsidiary is registered in the Republic of Singapore and is subject to the tax laws of Singapore. As of December 31, 2021, the operation in the Singapore incurred $ 1,705,856 272,937 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 Schedule of Effective Income Tax Rate Reconciliation Years ended December 31, 2021 2020 Loss before income taxes $ (893,222 ) $ (408,868 ) Statutory income tax rate 20 % 20 % Income tax expense at statutory rate (178,644 ) (81,774 ) Tax effect of allowance 178,644 81,774 Income tax expense $ — $ — As of December 31, 2021, the operation in the Vietnam incurred $ 1,302,090 260,418 India The Company’s subsidiary operating in India is subject to the India Income Tax at a standard income tax rate of 25 Years ended December 31, 2021 2020 Income before income taxes $ 22,796 $ (32,387 ) Statutory income tax rate 25 % 25 % Income tax expense at statutory rate 5,699 (8,152 ) Deferred income tax expenses 5,437 (180 ) Tax effect of allowance (11,136 ) 8,332 Income tax expense $ — $ — As of December 31, 2021, the operation in the India incurred $ 22,796 11,136 Deferred tax assets and liabilities are recognized for future tax consequences between the carrying amounts of assets and liabilities and their respective tax basis using enacted tax rates in effect for the tax year in which the differences are expected to reverse. Significant deferred tax assets and liabilities of the Company as of December 31, 2021 and 2020 consist of the following: Schedule of Deferred Tax Assets and Liabilities Schedule of Deferred Tax Assets and Liabilities December 31, 2021 December 31, 2020 Deferred tax assets: Software intangibles (U.S) $ 150,465 $ — Deferred Stock Compensation (U.S.) 5,864,670 — Net operating loss carryforwards - United States 1,875,143 2,171,941 - Singapore 272,937 131,985 - Vietnam 260,418 81,774 - India — — 8,423,632 2,385,700 Less: valuation allowance (8,423,632 ) (2,385,700 ) Deferred tax assets, net $ — $ — The Internal Revenue Code includes a provision, referred to as Global Intangible Low-Taxed Income (“GILTI”), which provides for a 10.5 The Company is subject to taxation in the U.S. and various foreign jurisdictions. U.S. federal income tax returns for 2018 and after remain open to examination. We and our subsidiaries are also subject to income tax in multiple foreign jurisdictions. Generally, foreign income tax returns after 2017 remain open to examination. No income tax returns are currently under examination. As of December 31, 2021 and 2020, the Company does no no |
PENSION COSTS
PENSION COSTS | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
PENSION COSTS | NOTE- 19 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 years ended December 31, 2021 and 2020, $ 15,140 4,672 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE- 20 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 years ended December 31, 2021 and 2020, the Company rendered the consultancy service with related parties for the issuance of 4,314 0 1,811,880 0 During the year ended December 31, 2021 and 2020, the Company issued 1,974,300 545,000 9,141,601 473,503 The Company paid and accrued to the directors, the total salaries of $ 755,914 6,818 1,202,730 0 The Company’s subsidiaries paid and accrued their two officers, total professional fee of $ 14,785 1,256 28,111 0 The Company paid total professional fee and accrued of $ 919,391 53,435 277,010 0 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 On 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 April 17, 2015, 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. On December 8, 2021, the Board of Directors approved a grant to Dennis Nguyen of with a 10 1,945,270 6.49 As of December 31, 2021, the Company paid its directors remuneration in lieu of 8,556 77,000 9 The Company issued 277,409 95 Apart from the transactions and balances detailed elsewhere in these accompanying consolidated financial statements, the Company has no other significant or material related party transactions during the years presented. |
CONCENTRATIONS OF RISK
CONCENTRATIONS OF RISK | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS OF RISK | NOTE-21 CONCENTRATIONS OF RISK The Company is exposed to the following concentrations of risk: (a) Major customers For the years ended December 31, 2021 and 2020, 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 Year ended December 31, 2021 December 31, 2021 Customer Revenues Percentage Accounts Customer A** $ 387,213 74 % $ 54,160 * Customer B*** $ 94,698 18 % $ (9,298 )**** *This included value added taxed (“VAT”) ** The Company engaged Tiki Smart Logistic for collection of cash on delivery arrangement from their end customer. *** The Company engaged PayDollars for online payment gateway arrangement from their end customer **** Due to order cancelation the amount became credit balance Years ended December 31, 2020 December 31, 2020 Customer Revenues Percentage Accounts Customer A $ 40,719 75 % $ — All customers are located in Vietnam except one located in Indonesia. (b) Major vendors For the year ended December 31, 2021, there is no single vendor exceeding 10% of the Company’s purchase cost. Years ended December 31, 2020 December 31, 2020 Customer Cost of sales Percentage Accounts Vendor A $ 68,657 78 % $ 39,279 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 | 12 Months Ended |
Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE-22 COMMITMENTS AND CONTINGENCIES As of December 31, 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. On November 16, 2021, the Company has further extended the termination date until June 30, 2022. The Company considers this warrant as permanent equity per ASC Topic 815-40-35-2, the warrants would not be marked to market at each financial reporting date. However, where there is a subsequent change in assumptions related to warrants (in the instant case, an extension of the expiration date of the warrants), the difference between the amount originally recorded and the newly calculated amount, based upon the changed assumptions, is determined and the difference between the before and after valuation is recorded as an expense, with the corresponding credit to accumulated paid-in capital. 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 Enter Asia to make investment in the Company nor the Company to issue shares to Enter Asia. Further, the Enter Asia 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 Enter Asia 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 see below for legal update 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. On 26 May 2021, the company entered into a business cooperation agreement with TikiNow Smart Logistic Limited Company to provide warehouse service, packing service, delivery service and payment collection of online orders that paid by cash (COD). The agreement have been implemented since Oct 1 st, On 15 May 2021, the company entered into a business cooperation agreement with AisaPay Company Limited (Partner) to provide payment gateway service for customers who make payment by credit cards on the platform. The agreement has been implemented since September 7 th On December 6, 2021, the Company entered into two consulting agreements with China-America Culture Media Inc. and New Continental Technology Inc., acting as Consultant 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 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 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 On November 16, 2021, the Board of Directors awarded Dennis Nguyen a 10 1,945,270 6.49 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. The litigation docket of Carmel, Milazzo & Feil LLP discloses the following actual, pending or threatened litigation for the Company: Rahul Narain v. Society Pass, Inc. Supreme Court of the State of New York, County of New York, Index 656956/2019 Thomas O’Connor & CVO Advisors Pte. Ltd. v. Society Pass, Inc. Supreme Court of the State of New York, County of New York, Index 656938/2019 Dennis Nguyen v. Thomas O’Connor Supreme Court of the State of New York, County of New York, Index 651015/2020 The Company is currently litigating three cases pending in the Supreme Court for the State of New York, New York County. 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 at the end of the calendar year; it is unclear to whom the case will be assigned in the future. The Company was in an AAA arbitration defending allegations of breach of an agreement. The Demand for Arbitration therein, dated August 25, 2020, asserts 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 alleges that the Petitioner submitted a Redemption Notice, as required under the alleged agreement, obligating the Company to redeem the shares. The Demand alleges that the failure of the Company to redeem the shares and pay Petitioner further obligates 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 283,417,033 and growing, daily. The Company has submitted a total and general denial of the allegations of the Demand. The matter has been assigned to an arbitrator and a Preliminary Hearing and Scheduling Order was issued in or around November 9, 2020. Dispositive motions are due at the end of January 2021 but otherwise this matter is in the discovery phase with any Final Hearing before the arbitrator tentatively scheduled for mid-September 2021. On May 21, 2021, the Company has agreed to settle the matter for the sum of $550,000. No additional shares were included in the settlement agreement. The settlement sum is required to be paid in two tranches, with $ 250,000 300,000 250,000 550,000 As these matters are in the discovery phase, it is too early to assess the likelihood of success. The Company denies the accusations by both O’Connor and Narain and intends to vigorously defend these matters. SOSV IV LLV v. Society Pass Inc., et al. 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”). Thereafter, SOSV filed suit in the District Court for New Jersey on June 10, 2021. In this lawsuit, 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 $ 168,000 336,000 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 alleges 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 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 Southern District of New York lawsuit was also voluntarily dismissed by SOSV. SOSV has recently re-filed the suit in the Supreme Court of the State of New York, County of New York. The most recently filed complaint contains largely similar allegations and asserts causes of action sounding in fraudulent misrepresentation/concealment, intentional interference with contract, breach of the implied covenant of good faith and fair dealing, quantum meruit/unjust enrichment, oppression of minority shareholder, breach of fiduciary duty, and recission (or in the alternative declaration of ownership interest). The most recently filed complaint demands $336,000.00 and damages equal to the value of SOSV’s alleged ownership interest in Hottab, or alternatively an Order compelling the issuance of shares in SoPa in an amount equal to Plaintiff’s ownership interest in Hottab at the time of the Agreement of Purchase and Sale. SOSV also seeks disgorgement, though this does not include any pertinent dollar figure. The Company denies the accusations of SOSV and intends to vigorously defend this matter. As the lawsuit is still in the pleadings stage, we are unable to prognosticate a likelihood of success. The Company reserved a provision for $ 75,000 As of December 31, 2021, the Company had a total of $ 53,435 As of December 31, 2021, the Company expects no possible loss from these legal proceedings and no additional provision is accrued accordingly. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE-23 SUBSEQUENT EVENTS In accordance with ASC Topic 855, “ Subsequent Events On February 8, 2022, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Maxim Group LLC (the “Underwriter”), related to the offering of 3,030,300 3,030,300 3.30 454,545 On February 14, 2022, Push Delivery PTE Ltd., a Republic of Singapore corporation (the “Buyer"), a wholly owned subsidiary of SOPA Technology PTE LTD, a Singapore company, which in turn is a 95% owned subsidiary of Society Pass Incorporated, a Nevada corporation (the “Company”) acquired all of the outstanding capital stock of New Retail Experience, Incorporated, a Philippines company d/b/a Pushkart (“Pushkart”), which consists of 3,750,000 shares (the “Pushkart Shares”), one Peso per share pursuant to a Share Purchase Agreement dated February 14, 2022 among the Buyer and all of the shareholders of Pushkart. The purchase consideration of Pushkart is $1 million payable in the manner of $200,000 cash and remaining 800,000 of Society Pass Incorporated’s shares at price of $3.53. We are expecting the proforma information of Pushkart to be disclosed in April 2022. On February 25, 2022, Push Delivery PTE Ltd., a Republic of Singapore corporation (the “Buyer"), a wholly owned subsidiary of SOPA Technology PTE LTD, a Singapore company, which in turn is a 95 500,000,000 2.3 O n January 11, 2022, the Company formed a subsidiary, SOPA (Philps) INC, a company limited by shares incorporated under the laws of Philippines is owned 100% by SOPA Technology Pte Ltd |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | • Basis of Presentation These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). |
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. |
Use of Estimates and Assumptions | • Use of Estimates and Assumptions In preparing these consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the years reported. Actual results may differ from these estimates. 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, assumptions used in assessing right of use assets, valuation and useful lives of intangible assets, valuation of common stock and stock warrants, stock option valuations, imputed interest on due to related parties, business acquisition allocation of purchase consideration, and deferred tax valuation allowance. |
Basis of Consolidation | • Basis of Consolidation The 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. |
Business Combinations | • Business Combinations The Company follows Accounting Standards Codification (“ASC”) ASC Topic 805, Business Combinations Consolidation |
Noncontrolling interest | • Noncontrolling interest The Company accounts for noncontrolling interest in accordance with ASC Topic 810-10-45, which requires the Company to present noncontrolling interests as a separate component of total shareholders’ equity on the consolidated balance sheets and the consolidated net loss attributable to the its noncontrolling interest be clearly identified and presented on the face of the consolidated statements of operations and comprehensive loss. |
Segment Reporting | Segment Reporting ASC Topic 280, “ Segment Reporting : (i) e-commerce and (ii) Merchant POS |
Cash and Cash Equivalent | • Cash and Cash Equivalent 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 December 31, 2021 and 2020, the cash and cash equivalent was amounted to $ 23,264,777 506,666 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 13,699,082 208,635 |
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 collectability. 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 December 31, 2021 and 2020, the allowance for doubtful accounts amounted to $0 and $0, respectively. |
• 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 years ended December 31, 2021 and 2020, the Company recorded an allowance for obsolete inventories of $0 and $0, respectively. The inventories were amounted to $221,068 and $0 at December 31, 2021 and 2020, respectively. |
Prepaid Expenses | • Prepaid Expenses Prepaid expenses represent future expenses paid in advance , until the associated benefits are realized, the future expense remains at current asset within the next twelve months and non-current asset after twelve months.. Since prepaid expenses are categorized as “current and non-current” assets, the benefits associated with the products or services paid for upfront are expected to be used for the next twelve months and thereafter. Once the benefits of the assets are gradually realized, the prepaid expense is reduced as the asset is expensed off on the statement of operations. |
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 Schedule of Expected useful life Expected useful lives Computer equipment 3 Office equipment 5 Renovation 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 Company generates its revenues from a diversified a mix of e-commerce activities (B2C) and the services providing to merchants for their business growth (B2B), which are operated under two business segments of e-Commerce (previously mentioned as Consumer Facing Business) and Merchant POS (previously mentioned as Merchant Facing Business). The Company’s performance obligation includes providing the connectivity among merchants and consumers, 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 to enable the consumers to purchase high-end brands of all categories under its own brand name of “Leflair”. Under the deployment of the Company’s smart search engine, consumers search or review their favorite brands among hundreds of choices in Apparel, Bags & Shoes, Accessories, Health & Beauty, Home & Lifestyle, International, Women, Men and Kids & Babies categories. The platform also allows consumers to 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 can place orders for delivery or collect at the Company’s logistics center. e-Commerce 1) Customer placed orders on the website / app, sales orders report will be generated in the system. The Company will inform its business partners proceed to packaging to the logistic partner warehouse and therefore, logistic partner delivered to the end customer. The sales is recognized when the delivery is completed by the shipper to the end customer. Sale of products are offered with a limited right of return ranging from 3 to 30 days, from the date of purchase and not subject to no product warranty. The Company is considered as a principal in this e-commerce transaction and reported revenue in gross basis as the Company takes the responsibility for fulfillment, retaining the risk for collection, and establishing the price of the products. During the years ended December 31, 2021 and 2020, the Company has generated the revenue of $ 482,002 0 Merchant POS Software sales consist of: 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 Chat box 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. During the years ended December 31, 2021 and 2020, the Company has generated $ 37,481 48,287 Hardware sales — 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 Topic 606-10 Revenue Recognition – Revenue from Contracts with Customers, when the Company controls the specified good before it is transferred to the end customer and have the risks and rewards as principal in the transaction, such as responsibility for fulfillment, retaining the risk for collection, and establishing the price of the products. If these indicators have not been met, or if indicators of net revenue reporting specified in ASC Topic 606-10 are present in the arrangement, revenue is recognized net of related direct costs. Software subscription fee — 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, net of value added taxes (“VAT”), which is levied at the rate of 10% on the invoiced value of sales. Contract assets In accordance with ASC Topic 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 liabilities In accordance with ASC Topic 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 $ 25,229 18,646 |
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 Topic 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 years ended December 31, 2021 and 2020, the software development costs were $ 95,809 165,514 |
Cost of Sales | • Cost of Sales Cost of sales under online ordering consist of the cost of merchandizes ordered by the consumers and the related shipping and handling costs, which are directly attributable to the sales of online ordering. Cost of sales under software sales consist of the cost of software and payroll, which are directly attributable to the sales of software. Cost of sales under hardware sales consist of the cost of hardware and payroll, which are directly attributable to the sales of hardware. |
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 for merchant POS business. Except for e-Commerce business, the shipping and handling costs billed to customers are recorded in sales. Shipping costs incurred by the Company are recorded in cost of sales. |
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 $ 327,195 3,125 |
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 December 31, 2021 and 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. |
Income Tax | • Income Tax The Company adopted the ASC Topic 740 Income Tax The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary. The Company and its wholly-owned foreign subsidiary, are subject to income taxes in the jurisdictions in which it operates individually. 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 Topic 740 provisions of Section 740-10-25 for the years ended December 31, 2021 and 2020. |
Foreign Currencies Translation and Transactions | • Foreign Currencies Translation and Transactions The reporting currency of the Company is United States Dollar ("US$") and the accompanying consolidated financial statements have been expressed in US$. In addition, the Company’s subsidiary is operating in the Republic of Vietnam, Singapore and India and maintains its books and record in its local currency, Vietnam Dong (“VND”), Singapore Dollar (“SGD”) 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$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement Translation of amounts from SGD into US$ has been made at the following exchange rates for the years ended December 31, 2021 and 2020: Schedule of Foreign currencies translation and transactions Schedule of Foreign currencies translation and transactions December 31, 2021 December 31, 2020 Period-end SGD:US$ exchange rate $ 0.7409 $ 0.7564 Period average SGD:US$ exchange rate $ 0.7404 $ 0.7251 Translation of amounts from VND into US$ has been made at the following exchange rates for the years December 31, 2021 and 2020: December 31, 2021 December 31, 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 years ended December 31, 2021 and 2020: December 31, 2021 December 31, 2020 Period-end INR:US$ exchange rate $ 0.01343 $ 0.01371 Period average INR:US$ exchange rate $ 0.01352 $ 0.01353 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 $ 19,241 1,480 |
Comprehensive Income | • Comprehensive Income ASC Topic 220, “ Comprehensive Income |
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 years. For the years ended December 31, 2021 and 2020, diluted weighted-average common shares outstanding is equal to basic weighted-average common shares, due to the Company’s net loss position. Hence, no common stock equivalents were included in the computation of diluted net loss per share since such inclusion would have been antidilutive. Schedule of computation of diluted net loss per share Schedule of computation of diluted net loss per share Years ended December 31, 2021 2020 Net loss attributable to Society Pass Incorporated $ (34,765,145 ) $ (3,827,988 ) Weighted average common shares outstanding – Basic and diluted 9,443,741 6,990,131 Net loss per share – Basic and diluted $ (3.68 ) $ (0.56 ) The following potentially dilutive securities outstanding have been excluded from the computation of diluted weighted-average shares outstanding, because such securities had an antidilutive impact: Schedule of Common stock issued Schedule of Common stock issued Years ended December 31, 2021 2020 Series A Convertible Preferred Stock (a) — 8,000 Series B Convertible Preferred Stock — 764,400 Series B-1 Convertible Preferred Stock — 48,000 Series C Convertible Preferred Stock — 108,600 Series C-1 Convertible Preferred Stock — 865,500 Options to purchase common stock (b) 1,945,270 — Warrants granted to underwriter 144,445 — Warrants granted with Series C-1 Convertible Preferred Stock (c) 1,158,000 614,100 Total of common stock equivalents 3,247,715 2,408,600 (a) The Series A the conversion formula is aggregate Stated Value divided by IPO price (State Value for each Series A preferred shares is $1,000). These 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. (b) The Board of Directors have approved a 10-years option at an exercise price of $6.49 per share that will be exercisable at any time. (c) The expiry date of warrants granted with Series C-1 was extended to June 30, 2022. |
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 Topic 842, components of a lease should be split into three categories: lease components (e.g. land, building, etc.), non-lease components (e.g. common area maintenance, consumables, etc.), and non-components (e.g. property taxes, insurance, etc.). Subsequently, the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components. Early adoption, including adoption in an interim period, is permitted. A termination of a lease before the expiration of the lease term shall be accounted for by the lessee by removing the right-of-use asset and lease liability, with profit or loss recognized for the difference. When a lease is terminated before the expiration of the lease term, irrespective of whether the lease is classified as a finance lease or an operating lease, the lessee would derecognize the ROU asset and corresponding lease liability. Any difference would be recognized as a gain or loss related to the termination of the lease. Similarly, if a lessee is required to make any payments or receives any consideration when terminating the lease, it would include such amounts in the determination of the gain or loss upon termination. As of December 31, 2021 and 2020, the Company recorded the right of use asset of $ 627,968 79,109 |
Retirement Plan Costs | • Retirement Plan Costs Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying consolidated statements of operation as the related employee service is provided. |
Share-based Compensation | • Share-based Compensation Pursuant to ASU 2018-07, the Company follows ASC Topic 718, Compensation—Stock Compensation |
Common Stock Awards | • Common Stock Awards The Company grants common stock awards to employees and non-employees in exchange for services provided. The Company measures the fair value of these awards using the fair value of the services provided or the fair value of the awards granted, whichever is more reliably measurable. The fair value measurement date of these awards is generally the date the performance of services is complete. The fair value of the awards is recognized on a straight-line basis as services are rendered. The share-based payments related to common stock awards for the settlement of services provided is recorded in the general and administrative expenses and charged to the same account as if such settlements had been made in cash. The fair value of the Common Stock Awards to the Company’s director was estimated using a Black-Scholes Option Pricing Model. |
Warrants | • Warrants In connection with certain financing, consulting and collaboration arrangements, the Company has issued warrants to purchase shares of its Preferred stock and common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using a Black-Scholes Option Pricing Model as of the measurement date. The Company uses a Black-Scholes option model to estimate the fair value of compensation warrants. Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital of the common stock issued. All other warrants are recorded at fair value as expense over the requisite service period, or at the date of issuance, if there is not a service period. |
Related Parties | • Related Parties The Company follows the ASC Topic 850-10, Related Party Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. |
Commitments and Contingencies | • Commitments and Contingencies The Company follows the ASC Topic 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 ASC Topic 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, approximate their fair values because of the short maturity of these instruments. |
Recent Accounting Pronouncements | • Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the 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 December 2019, the FASB issued ASU No. 2019-12, Income Taxes: Simplifying the Accounting for Income Taxes 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 March 2020, the FASB issued ASU 2020-03, “ Codification Improvements to Financial Instruments In August 2020, the FASB issued ASU 2020-06 Debt—Debt with Conversion and Other Options In May 2021, the FASB issued ASU 2021-04, Earnings Per Share In October 2021, the FASB issued guidance which requires companies to apply Topic 606, Revenue from Contracts with Customers, to recognize and measure contract assets and contract liabilities from contracts with customers acquired in a business combination. Public entities must adopt the new guidance for fiscal years beginning after December 15, 2022 and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact and timing of adoption of this guidance 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 consolidated Financial Statements. |
DESCRIPTION OF BUSINESS AND O_2
DESCRIPTION OF BUSINESS AND ORGANIZATION (Tables) | 12 Months Ended |
Dec. 31, 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 95 % SOPA Technology Company Limited Vietnam October 1, 2019 Software production Registered: VND 2,307,300,000; 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 % Leflair Incorporated United States December 07, 2021 Investment holding US$1 100 % SOPA Capital Limited United Kingdom December 07, 2021 Investment holding £1 100 % |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Expected useful life | Schedule of Expected useful life Expected useful lives Computer equipment 3 Office equipment 5 Renovation 5 |
Schedule of Foreign currencies translation and transactions | Schedule of Foreign currencies translation and transactions December 31, 2021 December 31, 2020 Period-end SGD:US$ exchange rate $ 0.7409 $ 0.7564 Period average SGD:US$ exchange rate $ 0.7404 $ 0.7251 Translation of amounts from VND into US$ has been made at the following exchange rates for the years December 31, 2021 and 2020: December 31, 2021 December 31, 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 years ended December 31, 2021 and 2020: December 31, 2021 December 31, 2020 Period-end INR:US$ exchange rate $ 0.01343 $ 0.01371 Period average INR:US$ exchange rate $ 0.01352 $ 0.01353 |
Schedule of computation of diluted net loss per share | Schedule of computation of diluted net loss per share Years ended December 31, 2021 2020 Net loss attributable to Society Pass Incorporated $ (34,765,145 ) $ (3,827,988 ) Weighted average common shares outstanding – Basic and diluted 9,443,741 6,990,131 Net loss per share – Basic and diluted $ (3.68 ) $ (0.56 ) |
Schedule of Common stock issued | Schedule of Common stock issued Years ended December 31, 2021 2020 Series A Convertible Preferred Stock (a) — 8,000 Series B Convertible Preferred Stock — 764,400 Series B-1 Convertible Preferred Stock — 48,000 Series C Convertible Preferred Stock — 108,600 Series C-1 Convertible Preferred Stock — 865,500 Options to purchase common stock (b) 1,945,270 — Warrants granted to underwriter 144,445 — Warrants granted with Series C-1 Convertible Preferred Stock (c) 1,158,000 614,100 Total of common stock equivalents 3,247,715 2,408,600 (a) The Series A the conversion formula is aggregate Stated Value divided by IPO price (State Value for each Series A preferred shares is $1,000). These 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. (b) The Board of Directors have approved a 10-years option at an exercise price of $6.49 per share that will be exercisable at any time. (c) The expiry date of warrants granted with Series C-1 was extended to June 30, 2022. |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue | |
Schedule of Revenue | Schedule of Revenue Years ended December 31, 2021 2020 Sales – online ordering $ 482,002 $ — Software sales 37,481 48,287 Hardware sales 402 4,166 $ 519,885 $ 52,453 |
Schedule of Contract liabilities | Schedule of Contract liabilities 2021 2020 Contract liabilities, brought forward $ 18,646 $ 19,843 Add: recognized as deferred revenue 44,064 47,090 Less: recognized as revenue (37,481 ) (48,287 ) Contract liabilities, carried forward $ 25,229 $ 18,646 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting | Schedule of Segment Reporting Year Ended December 31, 2021 e-Commerce Merchant POS Total Revenue from external customers: Sales – online ordering $ 482,002 $ — $ 482,002 Software sales — 37,481 37,481 Hardware sales — 402 402 Total revenue 482,002 37,883 519,885 Cost of sales: Cost of online ordering (407,662 ) — (407,662 ) Software sales (254,028 ) (48,785 ) (302,813 ) Hardware sales — (208 ) (208 ) Total cost of revenue (661,690 ) (48,993 ) (710,683 ) Gross loss (179,688 ) (11,110 ) (190,798 ) Operating Expenses Sales and marketing expenses (318,697 ) (8,498 ) (327,195 ) Software development costs — (95,809 ) (95,809 ) Impairment loss (200,000 ) — (200,000 ) Depreciation — (10,448 ) (10,448 ) Amortization — (3,200,000 ) (3,200,000 ) General and administrative expenses (203,203 ) (29,984,750 ) (30,187,953 ) Total operating expenses (721,900 ) (33,299,505 ) (34,021,405 ) Loss from operations (901,588 ) (33,310,615 ) (34,212,203 ) Other income (expense) Change in contingent service payable — — — Gain from early lease termination — 2,454 2,454 Interest income 103 13 116 Interest expense — (41,514 ) (41,514 ) Loss on settlement of litigation — (550,000 ) (500,000 ) Warrant modification expense — (58,363 ) (58,363 ) Other income 2,135 3,771 5,906 Total other income (expense) 2,238 (643,639 ) (641,401 ) Loss before income taxes (899,350 ) (33,954,254 ) (34,853,604 ) December 31, 2021 e-Commerce Merchant POS Total Intangible assets, net $ — $ 4,000,000 $ 4,000,000 Identifiable assets $ 9,638,035 $ 21,538,322 $ 31,176,357 December 31, 2020 e-Commerce Merchant POS Total Intangible assets, net $ — $ 7,200,000 $ 7,200,000 Identifiable assets $ — $ 666,273 $ 666,273 Year Ended December 31, 2021 e-Commerce Merchant POS Total Capital Expenditure: Purchase of property, plant, and equipment $ 46,837 $ — $ 46,837 Total capital expenditure $ 46,837 $ — $ 46,837 Year Ended December 31, 2020 e-Commerce Merchant POS Total Capital Expenditure: Purchase of property, plant, and equipment $ — $ — $ — Total capital expenditure $ — $ — $ — Years Ended December 31, 2020 e-Commerce Merchant POS Total Revenue from external customers: Sales – online ordering $ — $ — $ — Software subscription — 48,287 48,287 Hardware sales — 4,166 4,166 Total revenue — 52,453 52,453 Cost of sales: Cost of online ordering — — — Software subscription — (79,108 ) (79,108 ) Hardware sales — (9,556 ) (9,556 ) Total cost of revenue — (88,664 ) (88,664 ) Gross profit — (36,211 ) (36,211 ) Operating Expenses Sales and marketing expenses — (3,125 ) (3,125 ) Software development costs — (165,514 ) (165,514 ) Depreciation — (8,150 ) (8,150 ) Amortization — (800,000 ) (800,000 ) Impairment loss — (16,375 ) (16,375 ) General and administrative expenses — (2,720,872 ) (2,720,872 ) Total operating expenses — (3,714,036 ) (3,714,036 ) Loss from operations — (3,750,247 ) (3,750,247 ) Other income (expense) Change in contingent service payable — (30,198 ) (30,198 ) Gain from early lease termination — — — Interest income — 19 19 Interest expense — (48,989 ) (48,989 ) Loss on settlement of litigation — — — Warrant modification expense — — — Other income — 9,759 9,759 Total other expense (69,409 ) (69,409 ) Loss before taxes (3,819,656 ) (3,819,656 ) |
Schedule of geographic segments | Schedule of geographic segments Years ended December 31, 2021 2020 Indonesia $ 34,830 $ 40,719 Vietnam 485,055 11,734 $ 519,885 $ 52,453 |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 12 Months Ended |
Dec. 31, 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 |
DEPOSITS, PREPAYMENTS AND OTH_2
DEPOSITS, PREPAYMENTS AND OTHER RECEIVABLES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Deposits Prepayments And Other Receivables | |
Schedule of prepayments and other receivables | Schedule of prepayments and other receivables December 31, 2021 December 31, 2020 Deposits $ 68,991 $ — Prepayments 32,279 60,532 Prepayments for consultancy fee (a) 6,010,667 — Prepayments for first insurance funding (b) 742,500 — Value added tax 96,818 — Other receivables 1,666 — Total $ 6,952,921 $ 60,532 Less: non-current portion Prepayments for consultancy fee (858,667 ) — Current portion $ 6,094,254 $ 60,532 (a) On December 6, 2021, the Company entered into two consulting agreements with China-America Culture Media Inc. and New Continental Technology Inc., acting as Consultant 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 and $3,190,000. The Company’s due to China-America Culture Media Inc. balance was $3,033,334 and $0 as of December 31, 2021 and 2020, respectively. The Company’s due to New Continental Technology Inc., balance was $2,977,333 and $0 as of December 31, 2021 and 2020, respectively. For the year ended December 31, 2021 and 2020 the Company recognized the amortization of prepaid consulting expense of $429,333 and $-0-, respectively, using the straight-line method, over a term of 15 months. (b) On October 7, 2021, the Company purchased the Directors and Officers (D&O) insurance at a premium fee of $990,000 for a term of 12 months. Also, the Company entered a loan agreement with First Insurance Funding to finance 75% of the total premium, to repay the premium of $990,000. The Company paid the down payment of $247,500 (25%) and the remaining balance $742,500 (75%) to be repaid by 10 installments until August 7, 2022. The Company’s D&O insurance prepayment balance was $742,500 and $0 as of December 31, 2021 and 2020, respectively. For the year ended December 31, 2021 and 2020 the Company recognized the amortization of prepaid insurance expense of $146,453 and $-0-, respectively. |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Schedule of inventories December 31, 2021 December 31, 2020 Finished goods $ 221,068 $ — Less Reserve for excess and obsolete inventory — — Total Inventories $ 221,068 $ — |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Schedule of intangible assets Useful life December 31, 2021 December 31, 2020 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 (4,001,725 ) (801,725 ) $ 4,000,000 $ 7,200,000 |
Schedule of Amortization of intangible assets | Schedule of Amortization of intangible assets Year ending December 31: Amount 2022 $ 3,200,000 2023 800,000 $ 4,000,000 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property plant and equipment | Schedule of Property plant and equipment December 31, 2021 December 31, 2020 At cost: Computer $ 33,207 $ 29,206 Office equipment 16,826 1,721 Renovation 27,731 — 77,764 30,927 Less: accumulated depreciation (21,743 ) (12,755 ) Less: exchange difference 1,014 (103 ) $ 57,035 $ 18,069 |
ASSET PURCHASE AGREEMENT (Table
ASSET PURCHASE AGREEMENT (Tables) | 12 Months Ended |
Dec. 31, 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 $ — |
Schedule of non-controlling interest | Schedule of non-controlling interest Balance, December 31, 2020 0 % Transfer (to) from the non-controlling interest as a result of Leflair Purchase Agreement 15 % Parent Co. acquired/exchanged the non controlling interest holding with their shares (10) % Balance, December 31, 2021 5 % |
Schedule of reconciliation non-controlling loss attributable to the company | Schedule of reconciliation non-controlling loss attributable to the company Non Controlling Interest, December 31, 2020 $ — Acquisition cost — Net loss attributable to non-controlling interest (99,595 ) Foreign currency translation adjustment (3,189 ) Non Controlling Interest, December 31, 2021 $ (102,784 ) |
Schedule of Net loss attributable to non-controlling interest | Schedule of Net loss attributable to non-controlling interest Net loss generated by SOPA Technology Pte Ltd for the year ended December 31, 2021 $ (1,991,104 ) Non controlling interest percentage 5 % Net loss attributable to non-controlling interest $ (99,595 ) Foreign currency translation adjustment (3,189 ) Non Controlling Interest $ (102,784 ) |
AMOUNTS DUE TO RELATED PARTIES
AMOUNTS DUE TO RELATED PARTIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Amounts Due To Related Parties | |
Schedule of Amount due to related parties | Schedule of Amount due to related parties December 31, 2021 December 31, 2020 Amounts due to related parties (a) $ 24,763 $ 96,940 Amounts due to shareholders (b) — 738,964 Amount due to a director (c) 500,000 735,833 $ 524,763 $ 1,571,737 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts payable | Schedule of Accounts payable December 31, 2021 December 31, 2020 Accounts payable $ 261,907 $ 54,256 Accrued liabilities and other payables - Related Party (a) 60,253 197,548 Accrued liabilities and other payables (b) 753,345 480,024 Total Accounts payable $ 1,075,505 $ 731,828 |
Schedule of Accrued liabilities | Schedule of Accrued liabilities December 31, 2021 December 31, 2020 Accrued payroll $ 85,888 $ 58,092 Accrued vat expenses 62,044 1,788 Accrued taxes 62,272 28,318 Other accruals 298,141 146,826 Other payables (c) 245,000 245,000 Total Accrued liabilities $ 753,345 $ 480,024 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Lease expenses | Schedule of Lease expenses Years ended December 31, 2021 2020 Operating lease expense (per ASC 842) $ 83,885 $ 40,172 Short-term lease expense (other than ASC 842) 7,351 — Total lease expense $ 91,236 $ 40,172 |
Schedule of Future Contractual Lease Payments | Schedule of Future Contractual Lease Payments Years ending December 31, Future lease payments 2022 $ 243,514 2023 222,830 2024 150,285 2025 58,493 Total 675,122 Less: interest (45,992 ) Present value of lease liabilities $ 629,130 Less: non-current portion (411,053 ) Present value of lease liabilities – current liability $ 218,077 |
DUE TO FIRST INSURANCE FUNDING
DUE TO FIRST INSURANCE FUNDING (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Due To First Insurance Funding | |
Schedule of Future contractual amortization of debt | Schedule of Future contractual amortization of debt Year ending December 31, Future payment 2022 $ 605,907 Less: imputed interest (9,860 ) Present value of first insurance funding – current liability $ 596,047 |
SHAREHOLDERS_ DEFICIT (Tables)
SHAREHOLDERS’ DEFICIT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
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 (b) 2,047 $ 420 0.6 Issued (b) 2,120 $ 420 0.5 Issued (a) 144,445 $ 9.90 5.0 Exercised (b) (307 ) $ (420 ) — Expired — $ — — Outstanding as of December 31, 2021 148,305 $ 20.57 4.88 (a) Common stock will be issued if those warrants exercise The 144,445 warrants having intrinsic value of $73,667 as of December 31, 2021. (b) Preferred stock series C-1 will be issued if those warrants exercise. Further, those preferred stock series C-1 will automatically convert into the 1,158,000 and 614,400 common stock with the intrinsic value of $10,433,580 and nil as of December 31, 2021 and 2020, respectively. |
Schedule of Stock Award | Schedule of Stock Option Share option Weighted average exercise price Weighted Outstanding as of December 31, 2019 — $ — — Granted — — — Exercised — — — Expired — — — Outstanding as of December 31, 2020 — — — Granted 1,945,270 6.49 10 Exercised — — — Expired — — — Outstanding as of December 31, 2021 1,945,270 $ 6.49 10 |
Warrant [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Stock option assumptions | Schedule of Stock option assumptions Before modification After Modification Dividend rate 0 % 0 % Risk-free rate 0.06 % 0.12 % Weighted average expected life (years) 9 18 Expected volatility 25 % 25 % Exercise price $ 1.4 $ 1.4 (a) The Company considered 25% volatility as from inception through the date of the Company common stocks. |
Equity Option [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Stock option assumptions | Schedule of Stock option assumptions December 31, 2021 Dividend rate 0 % Risk-free rate 1.52 % Weighted average expected life (years) 10 Expected volatility 130 % Share price $ 6.49 |
Stock Awards Axis [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Stock Award | Schedule of Stock Award Unvested as of December 31, 2019 — $ — — Issued — — — Vested — — — Cancelled — — — Unvested as of December 31, 2020 — — — Issued 814,950 7.65 2 Vested (162,990 ) 7.65 — Cancelled — — — Unvested as of December 31, 2021 651,960 $ 7.65 1.67 Shares Unvested at period-end 651,960 $ 7.65 |
PREFERRED STOCKS AND WARRANTS (
PREFERRED STOCKS AND WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 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) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for income taxes | Schedule of Loss before income tax Years ended December 31, 2021 2020 Tax jurisdiction from: - Local $ 32,901,996 $ 3,019,273 - Foreign 1,951,608 800,383 Loss before income taxes $ 34,853,604 $ 3,819,656 The provision for income taxes consisted of the following: Schedule of provisions for income tax Schedule of provision for income taxes Years ended December 31, 2021 2020 Current: - United States $ — $ — - Singapore — — - Vietnam — — - India 11,136 8,152 Deferred: - United States — — - Singapore — — - Vietnam — — - India — 180 Income tax expense $ 11,136 $ 8,332 |
Schedule of provision for income taxes | Schedule of provision for income taxes Years ended December 31, 2021 2020 Current: - United States $ — $ — - Singapore — — - Vietnam — — - India 11,136 8,152 Deferred: - United States — — - Singapore — — - Vietnam — — - India — 180 Income tax expense $ 11,136 $ 8,332 |
Schedule of statutory United States federal income tax rate | Schedule of statutory United States federal income tax rate Rate Reconciliation 2021 Expected tax at statutory rates (6,846,505 ) 21 % Nondeductible Expenses 6,979 0 % State Income Tax, Net of Federal benefit 0 0 % Current Year Change in Valuation Allowance 5,655,423 -17 % Prior Deferred True-Ups 1,184,103 -4 % Total Income Tax Expense — — |
Schedule of Effective Income Tax Rate Reconciliation | Schedule of Effective Income Tax Rate Reconciliation Years ended December 31, 2021 2020 Loss before income taxes $ (893,222 ) $ (408,868 ) Statutory income tax rate 20 % 20 % Income tax expense at statutory rate (178,644 ) (81,774 ) Tax effect of allowance 178,644 81,774 Income tax expense $ — $ — As of December 31, 2021, the operation in the Vietnam incurred $ 1,302,090 260,418 India The Company’s subsidiary operating in India is subject to the India Income Tax at a standard income tax rate of 25 Years ended December 31, 2021 2020 Income before income taxes $ 22,796 $ (32,387 ) Statutory income tax rate 25 % 25 % Income tax expense at statutory rate 5,699 (8,152 ) Deferred income tax expenses 5,437 (180 ) Tax effect of allowance (11,136 ) 8,332 Income tax expense $ — $ — |
Schedule of Deferred Tax Assets and Liabilities | Schedule of Deferred Tax Assets and Liabilities December 31, 2021 December 31, 2020 Deferred tax assets: Software intangibles (U.S) $ 150,465 $ — Deferred Stock Compensation (U.S.) 5,864,670 — Net operating loss carryforwards - United States 1,875,143 2,171,941 - Singapore 272,937 131,985 - Vietnam 260,418 81,774 - India — — 8,423,632 2,385,700 Less: valuation allowance (8,423,632 ) (2,385,700 ) Deferred tax assets, net $ — $ — |
CONCENTRATIONS OF RISK (Tables)
CONCENTRATIONS OF RISK (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Schedule of concentrations of risk | Schedule of concentrations of risk Year ended December 31, 2021 December 31, 2021 Customer Revenues Percentage Accounts Customer A** $ 387,213 74 % $ 54,160 * Customer B*** $ 94,698 18 % $ (9,298 )**** *This included value added taxed (“VAT”) ** The Company engaged Tiki Smart Logistic for collection of cash on delivery arrangement from their end customer. *** The Company engaged PayDollars for online payment gateway arrangement from their end customer **** Due to order cancelation the amount became credit balance Years ended December 31, 2020 December 31, 2020 Customer Revenues Percentage Accounts Customer A $ 40,719 75 % $ — All customers are located in Vietnam except one located in Indonesia. (b) Major vendors For the year ended December 31, 2021, there is no single vendor exceeding 10% of the Company’s purchase cost. Years ended December 31, 2020 December 31, 2020 Customer Cost of sales Percentage Accounts Vendor A $ 68,657 78 % $ 39,279 |
DESCRIPTION OF BUSINESS AND O_3
DESCRIPTION OF BUSINESS AND ORGANIZATION (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Ownership percentage | 95.00% |
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 | 95.00% |
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% |
Leflair Incorporated [Member] | |
Name of subsidiary | Leflair Incorporated |
Place of incorporation | United States |
Date of Incorporation | Dec. 7, 2021 |
Principal activity | Investment holding |
Share capital | US$1 |
Ownership percentage | 100.00% |
S O P A Capital Limited [Member] | |
Name of subsidiary | SOPA Capital Limited |
Place of incorporation | United Kingdom |
Date of Incorporation | Dec. 7, 2021 |
Principal activity | Investment holding |
Share capital | £1 |
Ownership percentage | 100.00% |
DESCRIPTION OF BUSINESS AND O_4
DESCRIPTION OF BUSINESS AND ORGANIZATION (Details Narrative) - USD ($) | Feb. 10, 2021 | Sep. 21, 2021 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Stock Split | 750 for 1 | ||
Reverse stock split | 1 for 2.5 | ||
Option granted | 236,111 | ||
Share Price | $ 9 | ||
Share issued, value | $ 26,000,001 | ||
Sale of Stock, Consideration | $ 2,124,999 | ||
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Option granted | 2,888,889 | ||
Share Price | $ 9 |
LIQUIDITY AND CAPITAL RESOURC_2
LIQUIDITY AND CAPITAL RESOURCES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Liquidity And Capital Resources | |||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | $ 23,264,777 | $ 506,666 | $ 606,491 |
[custom:WorkingCapital] | 27,193,066 | ||
Retained Earnings (Accumulated Deficit) | 47,352,456 | 12,587,311 | |
Net Income (Loss) Attributable to Parent | 34,864,740 | 3,827,988 | |
Net Cash Provided by (Used in) Operating Activities | 10,813,938 | 1,251,269 | |
Net Cash Provided by (Used in) Investing Activities | 246,837 | ||
Net Cash Provided by (Used in) Financing Activities | 33,823,757 | 1,211,700 | |
Proceeds from Issuance Initial Public Offering | 25,447,154 | ||
Proceeds from Issuance of Preferred Stock and Preference Stock | 8,528,079 | ||
Proceeds from Issuance of Warrants | 8,528,079 | $ 1,211,700 | |
[custom:RepaymentFinancedByFirstInsuranceFunding] | $ 151,476 | ||
Proceeds from Issuance of option shares | 3,484,845 | ||
Proceeds from Issuance of Common Stock | $ 11,500,000 | ||
Net of issuance cost | $ 10,700,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended |
Dec. 31, 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 |
Renovation [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) | Dec. 31, 2021 | Dec. 31, 2020 |
Singapore, Dollars | Period End [Member] | ||
Translation rate | 0.7409 | 0.7564 |
Singapore, Dollars | Period Average [Member] | ||
Translation rate | 0.7404 | 0.7251 |
Viet Nam, Dong | Period End [Member] | ||
Translation rate | 0.000044 | 0.000043 |
Viet Nam, Dong | Period Average [Member] | ||
Translation rate | 0.000043 | 0.000043 |
India, Rupees | Period End [Member] | ||
Translation rate | 0.01343 | 0.01371 |
India, Rupees | Period Average [Member] | ||
Translation rate | 0.01352 | 0.01353 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Net loss attributable to Society Pass Incorporated | $ (34,765,145) | $ (3,827,988) |
Weighted average common shares outstanding – Basic and diluted | 9,443,741 | 6,990,131 |
Net loss per share – Basic and diluted | $ (3.68) | $ (0.56) |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidiluted earnings per share | 3,247,715 | 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 | |
Series B Convertible Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidiluted earnings per share | 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 | ||
Series C Convertible Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidiluted earnings per share | 108,600 | ||
Series C 1 Convertible Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidiluted earnings per share | 865,500 | ||
Common Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidiluted earnings per share | [2] | 1,945,270 | |
Underwriter [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidiluted earnings per share | 144,445 | ||
Convertible Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidiluted earnings per share | [3] | 1,158,000 | 614,100 |
[1] | The Series A the conversion formula is aggregate Stated Value divided by IPO price (State Value for each Series A preferred shares is $1,000). These 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. | ||
[2] | The Board of Directors have approved a 10-years option at an exercise price of $6.49 per share that will be exercisable at any time. | ||
[3] | The expiry date of warrants granted with Series C-1 was extended to June 30, 2022. |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Cash and cash equivalent | $ 23,264,777 | $ 506,666 |
FDIC insurance amount | 250,000 | |
Inventories | 13,699,082 | 208,635 |
Revenue from Related Parties | 482,002 | 0 |
Revenue from Related Parties | 37,481 | 48,287 |
Contract Assets | 0 | 0 |
Contract liability | 25,229 | 18,646 |
Software development costs | 95,809 | 165,514 |
Advertising expense | 327,195 | 3,125 |
Foreign currency translation income | 19,241 | 1,480 |
Right of use assets, net | $ 627,968 | $ 79,109 |
REVENUE (Details)
REVENUE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Total revenue | $ 519,885 | $ 52,453 |
Sales Online Ordering [Member] | ||
Total revenue | 482,002 | |
Software Development [Member] | ||
Total revenue | 37,481 | 48,287 |
Hardware Sales [Member] | ||
Total revenue | $ 402 | $ 4,166 |
REVENUES (Details 1)
REVENUES (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | ||
Contract liabilities, brought forward | $ 18,646 | $ 19,843 |
Add: recognized as deferred revenue | 44,064 | 47,090 |
Less: recognized as current period/year revenue | (37,481) | (48,287) |
Contract liabilities, carried forward | $ 25,229 | $ 18,646 |
SEGMENT REPORTING (Details)
SEGMENT REPORTING (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from External Customer [Line Items] | ||
Total revenue | $ 519,885 | $ 52,453 |
Total cost of revenue | (710,683) | (88,664) |
Gross profit | (190,798) | (36,211) |
Operating Expenses | ||
Sales and marketing expenses | (327,195) | (3,125) |
Impairment loss | 200,000 | 16,375 |
Depreciation | (10,448) | (6,671) |
General and administrative expenses | (33,398,401) | (3,529,022) |
Total operating expenses | (34,021,405) | (3,714,036) |
Loss from operations | (34,212,203) | (3,750,247) |
Other income (expense) | ||
Change in contingent service payable | (30,198) | |
Gain from early lease termination | 2,454 | |
Interest income | 116 | 19 |
Interest expense | (41,514) | (48,989) |
Loss on settlement of litigation | (550,000) | |
Warrant modification expense | (58,363) | |
Other income | 5,906 | 9,759 |
Total other expense | (641,401) | (69,409) |
Loss before taxes | (34,853,604) | (3,819,656) |
Intangible assets, net | 4,000,000 | 7,200,000 |
Identifiable assets | 35,176,357 | 7,866,273 |
E Commerce [Member] | ||
Revenue from External Customer [Line Items] | ||
Total revenue | 482,002 | |
Total cost of revenue | (661,690) | |
Gross profit | (179,688) | |
Operating Expenses | ||
Sales and marketing expenses | (318,697) | |
Software development costs | ||
Impairment loss | (200,000) | |
Depreciation | ||
Amortization | ||
General and administrative expenses | (203,203) | |
Total operating expenses | (721,900) | |
Loss from operations | (901,588) | |
Other income (expense) | ||
Change in contingent service payable | ||
Gain from early lease termination | ||
Interest income | 103 | |
Interest expense | ||
Loss on settlement of litigation | ||
Warrant modification expense | ||
Other income | 2,135 | |
Total other expense | 2,238 | |
Loss before taxes | (899,350) | |
Intangible assets, net | ||
Identifiable assets | 9,638,035 | |
Payments to Acquire Property, Plant, and Equipment | 46,837 | |
Payments to Acquire Productive Assets | 46,837 | |
Merchant P O S [Member] | ||
Revenue from External Customer [Line Items] | ||
Total revenue | 37,883 | 52,453 |
Total cost of revenue | (48,993) | (88,664) |
Gross profit | (11,110) | (36,211) |
Operating Expenses | ||
Sales and marketing expenses | (8,498) | (3,125) |
Software development costs | (95,809) | (165,514) |
Impairment loss | (16,375) | |
Depreciation | (10,448) | (8,150) |
Amortization | (3,200,000) | (800,000) |
General and administrative expenses | (29,984,750) | (2,720,872) |
Total operating expenses | (33,299,505) | 3,714,036 |
Loss from operations | (33,310,615) | (3,750,247) |
Other income (expense) | ||
Change in contingent service payable | (30,198) | |
Gain from early lease termination | 2,454 | |
Interest income | 13 | 19 |
Interest expense | (41,514) | (48,989) |
Loss on settlement of litigation | (550,000) | |
Warrant modification expense | (58,363) | |
Other income | 3,771 | 9,759 |
Total other expense | (643,639) | (69,409) |
Loss before taxes | (33,954,254) | (3,819,656) |
Intangible assets, net | 4,000,000 | 7,200,000 |
Identifiable assets | 21,538,322 | 666,273 |
Payments to Acquire Property, Plant, and Equipment | ||
Payments to Acquire Productive Assets | ||
Total [Member] | ||
Revenue from External Customer [Line Items] | ||
Total revenue | 519,885 | 52,453 |
Total cost of revenue | (710,683) | (88,664) |
Gross profit | (190,798) | (36,211) |
Operating Expenses | ||
Sales and marketing expenses | (327,195) | (3,125) |
Software development costs | (95,809) | (165,514) |
Impairment loss | (200,000) | (16,375) |
Depreciation | (10,448) | (8,150) |
Amortization | (3,200,000) | (800,000) |
General and administrative expenses | (30,187,953) | (2,720,872) |
Total operating expenses | (34,021,405) | 3,714,036 |
Loss from operations | (34,212,203) | (3,750,247) |
Other income (expense) | ||
Change in contingent service payable | (30,198) | |
Gain from early lease termination | 2,454 | |
Interest income | 116 | 19 |
Interest expense | (41,514) | (48,989) |
Loss on settlement of litigation | (500,000) | |
Warrant modification expense | (58,363) | |
Other income | 5,906 | 9,759 |
Total other expense | (641,401) | (69,409) |
Loss before taxes | (34,853,604) | (3,819,656) |
Intangible assets, net | 4,000,000 | 7,200,000 |
Identifiable assets | 31,176,357 | 666,273 |
Payments to Acquire Property, Plant, and Equipment | 46,837 | |
Payments to Acquire Productive Assets | 46,837 | |
Online Ordering [Member] | ||
Revenue from External Customer [Line Items] | ||
Total revenue | 482,002 | |
Total cost of revenue | (407,662) | |
Online Ordering [Member] | E Commerce [Member] | ||
Revenue from External Customer [Line Items] | ||
Total revenue | 482,002 | |
Total cost of revenue | (407,662) | |
Online Ordering [Member] | Merchant P O S [Member] | ||
Revenue from External Customer [Line Items] | ||
Total revenue | ||
Total cost of revenue | ||
Software Development [Member] | ||
Revenue from External Customer [Line Items] | ||
Total revenue | 37,481 | 48,287 |
Total cost of revenue | (302,813) | (79,108) |
Software Development [Member] | E Commerce [Member] | ||
Revenue from External Customer [Line Items] | ||
Total revenue | ||
Total cost of revenue | (254,028) | |
Software Development [Member] | Merchant P O S [Member] | ||
Revenue from External Customer [Line Items] | ||
Total revenue | 37,481 | 48,287 |
Total cost of revenue | (48,785) | (79,108) |
Hardware [Member] | ||
Revenue from External Customer [Line Items] | ||
Total revenue | 402 | 4,166 |
Total cost of revenue | (208) | (9,556) |
Hardware [Member] | E Commerce [Member] | ||
Revenue from External Customer [Line Items] | ||
Total revenue | ||
Total cost of revenue | ||
Hardware [Member] | Merchant P O S [Member] | ||
Revenue from External Customer [Line Items] | ||
Total revenue | 402 | 4,166 |
Total cost of revenue | $ (208) | $ (9,556) |
SEGMENT REPORTING (Details 1)
SEGMENT REPORTING (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | $ 519,885 | $ 52,453 |
INDONESIA | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 34,830 | 40,719 |
VIET NAM | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | $ 485,055 | $ 11,734 |
BUSINESS COMBINATION (Details)
BUSINESS COMBINATION (Details) | 12 Months Ended |
Dec. 31, 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) | Dec. 31, 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 | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2021 | Nov. 11, 2019 | |
Acquisition of equity interest | 100.00% | ||
Sale of Stock, Consideration | $ 2,124,999 | ||
Share issued, value | 26,000,001 | ||
Cash consideration | $ 75,000 | ||
Aggregate value | $ 558,000 | ||
Deferred payments | 633,000 | ||
Implied Discount | 30,198 | ||
Goodwill | 2,766,000 | ||
Hottab Pte Limited [Member] | |||
Sale of Stock, Consideration | 156 | ||
Share issued, value | 900,000 | ||
Cash consideration | 150,000 | ||
Aggregate value | $ 558,000 |
DEPOSITS, PREPAYMENTS AND OTH_3
DEPOSITS, PREPAYMENTS AND OTHER RECEIVABLES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | |
Deposits Prepayments And Other Receivables | |||
Deposits | $ 68,991 | ||
Prepayments | 32,279 | 60,532 | |
Prepayments for consultancy fee (a) | [1] | 6,010,667 | |
Prepayments for first insurance funding (b) | [2] | 742,500 | |
Value added tax | 96,818 | ||
Other receivables | 1,666 | ||
Total | 6,952,921 | 60,532 | |
Prepayments for consultancy fee | (858,667) | ||
Current portion | $ 6,094,254 | $ 60,532 | |
[1] | On December 6, 2021, the Company entered into two consulting agreements with China-America Culture Media Inc. and New Continental Technology Inc., acting as Consultant 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 and $3,190,000. The Company’s due to China-America Culture Media Inc. balance was $3,033,334 and $0 as of December 31, 2021 and 2020, respectively. The Company’s due to New Continental Technology Inc., balance was $2,977,333 and $0 as of December 31, 2021 and 2020, respectively. For the year ended December 31, 2021 and 2020 the Company recognized the amortization of prepaid consulting expense of $429,333 and $-0-, respectively, using the straight-line method, over a term of 15 months. | ||
[2] | On October 7, 2021, the Company purchased the Directors and Officers (D&O) insurance at a premium fee of $990,000 for a term of 12 months. Also, the Company entered a loan agreement with First Insurance Funding to finance 75% of the total premium, to repay the premium of $990,000. The Company paid the down payment of $247,500 (25%) and the remaining balance $742,500 (75%) to be repaid by 10 installments until August 7, 2022. The Company’s D&O insurance prepayment balance was $742,500 and $0 as of December 31, 2021 and 2020, respectively. For the year ended December 31, 2021 and 2020 the Company recognized the amortization of prepaid insurance expense of $146,453 and $-0-, respectively. |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 221,068 | $ 0 |
Reserve for excess and obsolete inventory | 0 | 0 |
Total Inventories | $ 221,068 | $ 0 |
INVENTORIES (Details Narrative)
INVENTORIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | ||
Cost of sales | $ 407,662 | $ 0 |
Inventories | $ 221,068 | $ 0 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 8,001,725 | $ 8,001,725 |
Less: accumulated amortization | (4,001,725) | (801,725) |
Intangible assets, net | $ 4,000,000 | 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 ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 3,200,000 | |
2023 | 800,000 | |
Total | $ 4,000,000 | $ 7,200,000 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | Oct. 01, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock subscription issued | 8,000 | ||
Stated value | $ 1,000 | ||
Preferred stock, value | $ 3,750,000 | $ 3,854,908 | |
Amortization of Intangible Assets | $ 3,200,000 | $ 801,479 | |
Series A Convertible Preferred Stock [Member] | |||
Preferred stock subscription issued | 8,000 | ||
Stated value | $ 1,000 | ||
Series A Preferred Stock [Member] | |||
Preferred stock, value | $ 8,000,000 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 77,764 | $ 30,927 |
Less: accumulated depreciation | (21,743) | (12,755) |
Less: exchange difference | 1,014 | (103) |
Property, Plant and Equipment, Net | 57,035 | 18,069 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 33,207 | 29,206 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 16,826 | 1,721 |
Renovation [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 27,731 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 10,448 | $ 6,671 |
ASSET PURCHASE AGREEMENT (Detai
ASSET PURCHASE AGREEMENT (Details) | Dec. 31, 2021USD ($) |
Asset Purchase Agreement | |
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 |
ASSET PURCHASE AGREEMENT (Det_2
ASSET PURCHASE AGREEMENT (Details 1) | 12 Months Ended |
Dec. 31, 2021 | |
Asset Purchase Agreement | |
Balance at beginning | 0.00% |
Transfer (to) from the non-controlling interest as a result of Leflair Purchase Agreement | 15.00% |
Parent Co. acquired/exchanged the non controlling interest holding with their shares | (10.00%) |
Balance at ending | 5.00% |
ASSET PURCHASE AGREEMENT (Det_3
ASSET PURCHASE AGREEMENT (Details 2) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Asset Purchase Agreement | |
Non Controlling Interest Beginning Balance | |
Acquisition cost | |
Net loss attributable to non-controlling interest | (99,595) |
Foreign currency translation adjustment | (3,189) |
Non Controlling Interest Ending Balance | $ (102,784) |
ASSET PURCHASE AGREEMENT (Det_4
ASSET PURCHASE AGREEMENT (Details 3) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Asset Purchase Agreement | ||
Net loss generated by SoPa Technology Pte Ltd | $ (1,991,104) | |
Noncontrolling Interest, Ownership Percentage by Parent | 5.00% | |
Net loss attributable to non-controlling interest | $ (99,595) | |
Foreign currency translation adjustment | (3,189) | |
Non Controlling Interest | $ (102,784) |
ASSET PURCHASE AGREEMENT (Det_5
ASSET PURCHASE AGREEMENT (Details Narrative) - USD ($) | Oct. 01, 2021 | Jun. 06, 2019 | Dec. 31, 2021 | Apr. 16, 2021 | Dec. 31, 2020 |
Cash payable | $ 200,000 | ||||
Common Stock, Shares, Issued | 19,732,406 | 7,413,600 | |||
Impairment loss | $ 200,000 | ||||
Interest percentage | 15.00% | ||||
Stock amount | $ 3,750,000 | $ 3,854,908 | |||
Price per share | $ 9 | ||||
Exchange of shares | 277,409 | ||||
Non controlling interest percentage | 5.00% | ||||
Stockholders' Equity Attributable to Noncontrolling Interest | $ 102,784 | ||||
SoPa Pte Ltd [Member] | |||||
Common Stock, Shares, Issued | 1,500 |
AMOUNTS DUE TO RELATED PARTIE_2
AMOUNTS DUE TO RELATED PARTIES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Due to Related Parties | $ 524,763 | $ 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 | 738,964 | |
Director [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Due to Related Parties | $ 500,000 | $ 735,833 |
AMOUNTS DUE TO RELATED PARTIE_3
AMOUNTS DUE TO RELATED PARTIES (Details Narrative) - USD ($) | Oct. 01, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Due to Related Parties | $ 524,763 | $ 1,571,737 | ||
Imputed interest rate | 4.50% | |||
Imputed interest | $ 36,381 | 48,641 | ||
Unpaid compensation | $ 960,833 | |||
Conversion price | $ 0.83 | |||
Shares conversion | 1,157,630 | |||
Shares issued at fair value | $ 3,750,000 | $ 3,854,908 | ||
compensation expenses | 2,894,075 | |||
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 | 96,940 | ||
Shareholders [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Due to Related Parties | 738,964 | |||
Director [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Due to Related Parties | $ 500,000 | $ 735,833 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 261,907 | $ 54,256 |
Accrued liabilities and other payables - Related Party (a) | 60,253 | 197,548 |
Accrued liabilities and other payables (b) | 753,345 | 480,024 |
Total Accounts payable | $ 1,075,505 | $ 731,828 |
ACCOUNTS PAYABLE AND ACCRUED _4
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details 1) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued payroll | $ 85,888 | $ 58,092 |
Accrued vat expenses | 62,044 | 1,788 |
Accrued taxes | 62,272 | 28,318 |
Other accruals | 298,141 | 146,826 |
Other payables (c) | 245,000 | 245,000 |
Total Accrued liabilities | $ 753,345 | $ 480,024 |
ACCOUNTS PAYABLE AND ACCRUED _5
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Unpaid salaries | $ 6,818 | $ 5,000 | ||
Unpaid legal fees | 53,435 | 112,692 | ||
Unpaid consulting fees | 0 | 79,856 | ||
Capital stock amounts | $ 168,000 | |||
Total outstanding amount | $ 75,000 | $ 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 ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Operating lease expense (per ASC 842) | $ 83,885 | $ 40,172 |
Short-term lease expense (other than ASC 842) | 7,351 | |
Total lease expense | $ 91,236 | $ 40,172 |
LEASES (Details 1)
LEASES (Details 1) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2022 | $ 243,514 | |
2023 | 222,830 | |
2024 | 150,285 | |
2025 | 58,493 | |
Total | 675,122 | |
Less: interest | (45,992) | |
Present value of lease liabilities | 629,130 | $ 83,205 |
Less: non-current portion | (411,053) | (46,453) |
Present value of lease liabilities – current liability | $ 218,077 | $ 36,752 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Borrowing rate | 5.18% | |
Weighted average remaining life | 3 years 10 days | |
Capital Lease Obligations | $ 653,547 | |
Written-off ROU | 2,454 | $ 0 |
Right-of-use assets | 627,968 | 79,109 |
Lease liabilities | $ 629,130 | $ 83,205 |
DUE TO FIRST INSURANCE FUNDIN_2
DUE TO FIRST INSURANCE FUNDING (Details) | Dec. 31, 2022USD ($) |
Due To First Insurance Funding | |
2022 | $ 605,907 |
Less: imputed interest | 9,860 |
Present value of first insurance funding – current liability | $ 596,047 |
DUE TO FIRST INSURANCE FUNDIN_3
DUE TO FIRST INSURANCE FUNDING (Details Narrative) - USD ($) | Oct. 07, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Due To First Insurance Funding | |||
Insurance at a premium fee | $ 990,000 | ||
Insurance Funding Percentage | 75.00% | ||
Repayment of premium | $ 990,000 | ||
Insurance funding Description | The Company paid the down-payment of US$247,500 (25%) and remaining balance $742,500 (75%) to be repaid by 10 installments until August 7, 2022. | ||
Effective interest rate | 5.35% | ||
Amortization of interest expense | $ 5,023 | $ 0 | |
Repayment of installments amount | 151,476 | ||
Balance outstanding amount | $ 596,047 |
SHAREHOLDERS' DEFICIT (Details)
SHAREHOLDERS' DEFICIT (Details) - Warrant [Member] - $ / shares | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Warrants Beginning balance | 2,047 | [1] | 21,000 | [2] | |
Weighted average exercise price Beginning balance | $ 420 | [1] | $ 0.0001 | [2] | |
Weighted average remaining contractual life (in years) Beginning balance | [2] | 1 year 3 months 18 days | |||
Warrants Issued | [1] | 2,120 | 4,094 | ||
Weighted average exercise price Issued | [1] | $ 420 | $ 420 | ||
Weighted average remaining contractual life (in years) Issued | [1] | 6 months | 10 months 24 days | ||
Warrants Exercised | (307) | [1] | (21,838) | ||
Weighted average exercise price Exercised | $ (420) | [1] | $ (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 remaining contractual life (in years) Beginning balance | [1] | 7 months 6 days | |||
Warrants Issued one | [2] | 144,445 | |||
Weighted average exercise price Issued one | [2] | $ 9.90 | |||
Weighted average remaining contractual life (in years) Issued one | [2] | 5 years | |||
Warrants Expired | 1,209 | ||||
Weighted average exercise price Expired | $ 420 | ||||
Warrants Ending balance | 148,305 | 2,047 | [1] | ||
Weighted average exercise price Ending balance | $ 20.57 | $ 420 | [1] | ||
Weighted average remaining contractual life (in years) Ending balance | 4 years 10 months 17 days | ||||
[1] | Preferred stock series C-1 will be issued if those warrants exercise. Further, those preferred stock series C-1 will automatically convert into the 1,158,000 and 614,400 common stock with the intrinsic value of $10,433,580 and nil as of December 31, 2021 and 2020, respectively. | ||||
[2] | Common stock will be issued if those warrants exercise The 144,445 warrants having intrinsic value of $73,667 as of December 31, 2021. |
SHAREHOLDERS' DEFICIT (Details
SHAREHOLDERS' DEFICIT (Details 1) | 12 Months Ended |
Dec. 31, 2021$ / shares | |
Before Modification [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Dividend rate | 0.00% |
Risk-free rate | 0.06% |
Weighted average expected life (years) | 9 years |
Expected volatility | 25.00% |
Exercise price | $ 1.4 |
After Modification [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Dividend rate | 0.00% |
Risk-free rate | 0.12% |
Weighted average expected life (years) | 18 years |
Expected volatility | 25.00% |
Exercise price | $ 1.4 |
SHAREHOLDERS' DEFICIT (Detail_2
SHAREHOLDERS' DEFICIT (Details 2) - Equity Option [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Offsetting Assets [Line Items] | ||
Warrants Beginning balance | ||
Weighted average exercise price Beginning balance | ||
Share option Granted | 1,945,270 | |
Weighted average exercise price granted | $ 6.49 | |
Shares option Exercised | ||
Weighted average exercise price Exercised | ||
Shares option Expired | ||
Weighted average remaining contractual life Granted | 10 years | |
Weighted average exercise price Expired | ||
Warrants Ending balance | 1,945,270 | |
Weighted average exercise price Ending balance | $ 6.49 | |
Weighted average remaining contractual life Ending | 10 years |
SHAREHOLDERS' DEFICIT (Detail_3
SHAREHOLDERS' DEFICIT (Details 3) - Equity Option [Member] | 12 Months Ended |
Dec. 31, 2021$ / shares | |
Offsetting Assets [Line Items] | |
Dividend rate | 0.00% |
Risk-free rate | 1.52% |
Weighted average expected life (years) | 10 years |
Expected volatility | 130.00% |
Exercise price | $ 6.49 |
SHAREHOLDERS' DEFICIT (Detail_4
SHAREHOLDERS' DEFICIT (Details 4) - Directors Stock Awards [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants Beginning balance | ||
Weighted average exercise price Beginning balance | ||
Share awards Granted | 814,950 | |
Weighted average grant date fair value per share granted | $ 7.65 | |
Share awards Exercised | 162,990 | |
Weighted average grant date fair value per share Exercised | $ 7.65 | |
Share awards Expired | ||
Weighted average grant date fair value per share Expired | ||
Weighted average remaining contractual life Granted | 2 years | |
Share awards Exercised | (162,990) | |
Warrants Ending balance | 651,960 | |
Weighted average exercise price Ending balance | $ 7.65 | |
Weighted average remaining contractual life Ending | 1 year 8 months 1 day | |
Share awards Unvested at period-end | 651,960 | |
Weighted average remaining contractual life | 7 years 7 months 24 days |
SHAREHOLDERS_ DEFICIT (Details
SHAREHOLDERS’ DEFICIT (Details Narrative) - USD ($) | Nov. 12, 2021 | Nov. 08, 2021 | Feb. 10, 2021 | Sep. 21, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2023 |
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 | 19,732,406 | 7,413,600 | |||||||
Common stock, shares outstanding | 19,732,406 | 7,413,600 | |||||||
Stock Split | 750 for 1 | ||||||||
Reverse stock split | 1 for 2.5 | ||||||||
Common stock shares | 2,888,889 | ||||||||
Public offering price per shares | $ 9 | ||||||||
Option shares | 236,111 | ||||||||
Firm Shares | $ 26,000,001 | ||||||||
Option shares | $ 2,124,999 | ||||||||
IPO related expenses | $ 2,677,846 | ||||||||
IPO closings description | Upon the IPO Closings, all outstanding shares of preferred stock series A, B, B-1, C and C-1 were automatically converted into 888,889 shares, 764,400 shares, 48,000 shares, 465,600 shares and 4,195,200 shares of the Company’s common stock for the value of $8,000,000, $3,412,503, $466,720, $8,353,373 and $5,536,832, respectively. | ||||||||
Additional cost | $ 2,894,075 | ||||||||
Shares issued for accrued bonus, shares | 277,409 | 277,409 | |||||||
Cancelled shares | 150,000 | 0 | |||||||
Interest rate | $ 28 | ||||||||
Warrant Description | During the year ended December 31, 2021, a total of 69 warrants were exercised in exchange to 20,700 shares of its common stock for the value of $28,980. During the year ended December 31, 2020, no warrants were exercised to common stock. | ||||||||
Consulting services share | 208,369 | ||||||||
Employees share | 3,437 | ||||||||
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 | 4,094 | |||||||
Additional warrants modification expense | $ 58,363 | ||||||||
Fair value of options vested | 12,159,652 | $ 0 | |||||||
Aggregate intrinsic value | $ 7,624,458 | $ 0 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 325,980 | 325,980 | 651,960 | ||||||
Director stock awards description | The Company issued 814,950 shares of its common stock on September 1, 2021 (“start date”) of which 651,960 shares shall be subject to vesting. The vesting shares shall be vested in accordance with the following vesting schedule: 162,990 vesting shares will vest every six-months for a two-year period from the start date, with the first vesting date being March 1, 2022. For the years ended December 31, 2021 and 2020, the Company recognized the amortization of stock compensation expense of $2,805,025 and $0, respectively. The remaining unamortized vesting expenses in 1.67 years which estimated with a cost of $3,429,342. | ||||||||
Employee Stock [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Issuance of common stock shares | 814,950 | 545,400 | |||||||
Issuance of common stock value | $ 285,026 | $ 473,503 | |||||||
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 | |||||||
Staff [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Shares issued for accrued bonus, shares | 9.300 | 0 | |||||||
Shares issued for accrued bonus, value | $ 71,145 | $ 0 | |||||||
Board of Directors Chairman [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Independent shares | 34,222 | ||||||||
Directors compensation value | $ 308,000 | ||||||||
Brugau Pte Ltd [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Common stock issued | 5,700 | ||||||||
Cory Bentley [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Agreement value | $ 109,497 |
PREFERRED STOCKS AND WARRANTS_2
PREFERRED STOCKS AND WARRANTS (Details) - $ / shares | Dec. 31, 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 | $ 1,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares Stated Value | $ 1,336 | $ 1,336 |
Series B1 Preferred Stock [Member] | ||
Preferred stock, shares authorized | 15,000 | 15,000 |
Preferred stock, shares Stated Value | $ 2,917 | $ 2,917 |
Series C Preferred Stock [Member] | ||
Preferred stock, shares authorized | 15,000 | 15,000 |
Preferred stock, shares Stated Value | $ 5,763 | $ 5,763 |
Series C 1 Preferred Stock [Member] | ||
Preferred stock, shares authorized | 30,000 | 30,000 |
Preferred stock, shares Stated Value | $ 420 | $ 420 |
Series X Super Voting Preferred Stock [Member] | ||
Preferred stock, shares authorized | 3,500 | 3,500 |
Preferred stock, shares Stated Value | $ 0.0001 | $ 0.0001 |
PREFERRED STOCKS AND WARRANTS_3
PREFERRED STOCKS AND WARRANTS (Details Narrative) - USD ($) | 12 Months Ended | 36 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | |
Shares price | $ 9 | $ 9 | |
Preferred stock, shares outstanding | 4,916,500 | 4,920,000 | 4,916,500 |
Preferred stock, shares issued | 4,916,500 | 4,920,000 | 4,916,500 |
Shares issued for service, amount | $ 3,513,644 | ||
Series A Preferred Stock [Member] | |||
Number of shares issued | 0 | 0 | |
Preferred stock, shares issued | 888,889 | ||
Shares issued for purchase asset, amount | $ 8,000,000 | ||
Shares price | $ 9 | $ 9 | |
Preferred stock, shares outstanding | 0 | 8,000 | 0 |
Preferred stock, shares issued | 0 | 8,000 | 0 |
Series B Preferred Stock [Member] | |||
Number of shares issued | 0 | ||
Preferred stock, shares issued | 764,400 | 327 | |
Shares issued for purchase asset, amount | $ 3,412,503 | $ 436,872 | |
Shares price | $ 4.46 | $ 1,336 | $ 4.46 |
Preferred stock, shares outstanding | 0 | 2,548 | 0 |
Preferred stock, shares issued | 0 | 2,548 | 0 |
Series B1 Preferred Stock [Member] | |||
Number of shares issued | 0 | ||
Preferred stock, shares issued | 48,000 | 40 | |
Shares issued for purchase asset, amount | $ 466,720 | $ 116,680 | |
Shares price | $ 9.72 | $ 2,917 | $ 9.72 |
Preferred stock, shares outstanding | 0 | 160 | 0 |
Preferred stock, shares issued | 0 | 160 | 0 |
Series C Preferred Stock [Member] | |||
Preferred stock, shares issued | 465,600 | ||
Shares issued for purchase asset, amount | $ 8,353,373 | ||
Shares price | $ 17.9 | $ 17.9 | |
Preferred stock, shares outstanding | 0 | 362 | 0 |
Preferred stock, shares issued | 0 | 362 | 0 |
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 | 4,195,200 | ||
Shares issued for purchase asset, amount | $ 5,536,832 | ||
Shares price | $ 1.21 | $ 1.21 | |
Preferred stock, shares outstanding | 0 | 2,885 | 0 |
Preferred stock, shares issued | 0 | 2,885 | 0 |
Shares issued for service, shares | 1,142 | 571 | |
Shares issued for service, amount | $ 479,640 | $ 239,820 | |
Cash | $ 90,748 | $ 90,748 | |
Series C 1 Preferred Stock [Member] | Director [Member] | |||
Shares issued for service, shares | 4,864 | ||
Shares issued for service, amount | $ 2,042,880 | ||
Series C 1 Preferred Stock [Member] | Private Placement [Member] | |||
Number of shares issued, shares | 6,235 | 2,314 | |
Number of shares issuee, amount | $ 2,618,700 | $ 971,880 | |
Issuance cost | $ 245,700 | ||
Series X Super Voting Preferred Stock [Member] | |||
Number of shares issued | 3,500 | 0 | |
Preferred stock, shares outstanding | 3,500 | 0 | 3,500 |
Preferred stock, shares issued | 3,500 | 0 | 3,500 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Loss before income taxes - Local | $ 32,901,996 | $ 3,019,273 |
Loss before income taxes - Foreign | 1,951,608 | 800,383 |
Loss before income taxes | $ 34,853,604 | $ 3,819,656 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income tax expense | $ 11,136 | $ 8,332 |
UNITED STATES | ||
Income tax expense Current | ||
Income tax expense Deferred | ||
Income tax expense | ||
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 | 11,136 | 8,152 |
Income tax expense Deferred | 180 | |
Income tax expense |
INCOME TAXES (Details 3)
INCOME TAXES (Details 3) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Total Income Tax Expense | $ 11,136 | $ 8,332 |
percentage of Total Income Tax Expense | 10.50% | |
UNITED STATES | ||
Expected tax at statutory rates | $ (6,846,505) | |
Percentage of Expected tax at statutory rates | 21.00% | |
Nondeductible Expenses | $ 6,979 | |
Percentage of Nondeductible Expenses | 0.00% | |
State Income Tax, Net of Federal benefit | $ 0 | |
Percentage of State Income Tax, Net of Federal benefit | 0.00% | |
Current Year Change in Valuation Allowance | $ 5,655,423 | |
Percentage of Current Year Change in Valuation Allowance | (17.00%) | |
Prior Deferred True-Ups | $ 1,184,103 | |
Percentage of Prior Deferred True-Ups | (4.00%) | |
Total Income Tax Expense | ||
percentage of Total Income Tax Expense |
INCOME TAXES (Details 4)
INCOME TAXES (Details 4) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income tax expense | $ 11,136 | $ 8,332 |
VIET NAM | ||
Income (Loss) before income taxes | $ (893,222) | $ (408,868) |
Statutory income tax rate | 20.00% | 20.00% |
Income tax expense at statutory rate | $ (178,644) | $ (81,774) |
Tax effect of allowance | 178,644 | 81,774 |
Income tax expense | ||
INDIA | ||
Income (Loss) before income taxes | $ 22,796 | $ (32,387) |
Statutory income tax rate | 25.00% | 25.00% |
Income tax expense at statutory rate | $ 5,699 | $ (8,152) |
Tax effect of allowance | (11,136) | 8,332 |
Income tax expense | ||
Deferred income tax expenses | $ 5,437 | $ (180) |
INCOME TAXES (Details 5)
INCOME TAXES (Details 5) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets Net operating loss carryforwards | $ 8,423,632 | $ 2,385,700 |
Less: valuation allowance | (8,423,632) | (2,385,700) |
Deferred tax assets, net | ||
UNITED STATES | ||
Deferred tax assets Software intangibles | 150,465 | |
Deferred Stock Compensation | 5,864,670 | |
Deferred tax assets Net operating loss carryforwards | 1,875,143 | 2,171,941 |
SINGAPORE | ||
Deferred tax assets Net operating loss carryforwards | 272,937 | 131,985 |
VIET NAM | ||
Deferred tax assets Net operating loss carryforwards | 260,418 | 81,774 |
INDIA | ||
Deferred tax assets Net operating loss carryforwards |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income tax rate | 10.50% | |
Unrecognized tax benefits | $ 0 | $ 0 |
Income tax expense | 0 | $ 0 |
UNITED STATES | ||
Net operating losses carryforwards | 8,929,250 | |
Deferred tax assets | $ 1,875,143 | |
Income tax rate | ||
SINGAPORE | ||
Net operating losses carryforwards | $ 1,705,856 | |
Deferred tax assets | 272,937 | |
VIET NAM | ||
Net operating losses carryforwards | 1,302,090 | |
Deferred tax assets | $ 260,418 | |
Income tax rate | 20.00% | |
INDIA | ||
Net operating losses carryforwards | $ 22,796 | |
Deferred tax assets | $ 11,136 | |
Income tax rate | 25.00% |
PENSION COSTS (Details Narrativ
PENSION COSTS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | ||
Pension costs | $ 15,140 | $ 4,672 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Dec. 08, 2021 | Nov. 16, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 |
Related Party Transaction [Line Items] | ||||||||
Stock based compensation | $ 2,894,075 | |||||||
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 | |||||||
Price per share | $ 9 | |||||||
Ownership percentage | 95.00% | |||||||
Asset Purchase Agreement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Issued shares | 277,409 | |||||||
Mr Dennis [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Purchase of shares | 1,945,270 | |||||||
Exercise price | $ 6.49 | $ 6.49 | ||||||
Tan Bien Kiat [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Issuance of stock amount | $ 77,000 | |||||||
Jeremy Miller [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Issuance of stock amount | 77,000 | |||||||
Linda Cutler [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Issuance of stock amount | 77,000 | |||||||
John Mackay [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Issuance of stock amount | $ 77,000 | |||||||
Equity Option [Member] | Mr Dennis [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Purchase of shares | 1,945,270 | |||||||
Mr Nguyen [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Unpaid accrued amount | $ 960,833 | |||||||
Conversion price | $ 0.83 | |||||||
Director [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Repayment of related party debt | 755,914 | $ 6,818 | ||||||
Accrued salaries | $ 1,202,730 | $ 0 | ||||||
Issued shares | 8,556 | |||||||
Director [Member] | Employee Stock [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock based compensation, shares | 1,974,300 | 545,000 | ||||||
Stock based compensation | $ 9,141,601 | $ 473,503 | ||||||
Officer [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Professional fee paid | 14,785 | 1,256 | ||||||
Accrued professional fee | $ 28,111 | $ 0 | ||||||
Chief Executive Officer [Member] | Mr Dennis Nguyen [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Issued shares | 200 | |||||||
Mr Dennis [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Maturity term | 10 years | 10 years | ||||||
Series C 1 Preferred Stock [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Price per share | $ 1.21 | |||||||
Series X Super Voting Preferred Stock [Member] | Chief Executive Officer [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Issued shares | 3,300 | |||||||
Consultancy Service [Member] | Series C 1 Preferred Stock [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Purchase of shares | 4,314 | 0 | ||||||
Issuance of stock amount | $ 1,811,880 | $ 0 | ||||||
Shareholder Service [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Professional fee paid | 919,391 | 53,435 | ||||||
Accrued professional fee | $ 277,010 | $ 0 |
CONCENTRATIONS OF RISK (Details
CONCENTRATIONS OF RISK (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues | $ 519,885 | $ 52,453 |
Cost of sales | 407,662 | 0 |
Customer A [Member] | ||
Revenues | $ 387,213 | $ 40,719 |
Percentage of purchases | 74.00% | 75.00% |
Accounts receivable | $ 54,160 | |
Accounts Receivable, after Allowance for Credit Loss | (54,160) | |
Cost of sales | $ 68,657 | |
Customer B [Member] | ||
Revenues | $ 94,698 | |
Percentage of purchases | 18.00% | |
Accounts receivable | $ 9,298 | |
Accounts Receivable, after Allowance for Credit Loss | $ (9,298) | |
Vendor A [Member] | ||
Percentage of purchases | 78.00% | |
Accounts receivable | $ 39,279 | |
Accounts Receivable, after Allowance for Credit Loss | $ (39,279) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Dec. 08, 2021 | Sep. 02, 2021 | Apr. 01, 2017 | Nov. 16, 2021 | Jun. 30, 2021 | May 28, 2021 | May 25, 2021 | Jan. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 02, 2021 | Nov. 11, 2019 |
Capital stock amounts | $ 168,000 | ||||||||||||
Acquisition percentage | 100.00% | ||||||||||||
Total outstanding amount | $ 75,000 | $ 75,000 | $ 75,000 | ||||||||||
Service consideration | $ 3,250,000 | $ 3,190,000 | |||||||||||
Monthly salary | $ 40,000 | ||||||||||||
Common shares at a price | $ 250 | ||||||||||||
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 | ||||||||||||
Payment for debt | $ 300,000 | $ 250,000 | $ 250,000 | ||||||||||
Settlement expense | 550,000 | ||||||||||||
Paid for investment | 336,000 | ||||||||||||
Legal fee | 75,000 | ||||||||||||
[custom:TotalOutstanding-0] | 53,435 | ||||||||||||
Mr Dennis [Member] | |||||||||||||
Purchase of shares | 1,945,270 | ||||||||||||
Exercise price | $ 6.49 | $ 6.49 | |||||||||||
Hottab [Member] | |||||||||||||
Investment amount | 168,000 | ||||||||||||
S O S V [Member] | |||||||||||||
Sosv damages | $ 336,000 | ||||||||||||
Mr Dennis [Member] | |||||||||||||
Maturity term | 10 years | 10 years | |||||||||||
Mr Nguyen [Member] | |||||||||||||
Annual cash bonus | $ 250,000 | ||||||||||||
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 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Feb. 08, 2022 | Feb. 25, 2022 | Feb. 14, 2022 | Dec. 31, 2021 | Oct. 01, 2021 |
Subsequent Event [Line Items] | |||||
Price per share | $ 9 | ||||
Percentage of ownership | 95.00% | ||||
Purchase consideration amount | $ 2,124,999 | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Issuance of shares | 500,000,000 | ||||
Subsequent event, description | Singapore company, which in turn is a 95% owned subsidiary of Society Pass Incorporated, a Nevada corporation (the “Company”) acquired all of the outstanding capital stock of New Retail Experience, Incorporated, a Philippines company d/b/a Pushkart (“Pushkart”), which consists of 3,750,000 shares (the “Pushkart Shares”), one Peso per share pursuant to a Share Purchase Agreement dated February 14, 2022 among the Buyer and all of the shareholders of Pushkart. The purchase consideration of Pushkart is $1 million payable in the manner of $200,000 cash and remaining 800,000 of Society Pass Incorporated’s shares at price of $3.53. We are expecting the proforma information of Pushkart to be disclosed in April 2022. | ||||
Percentage of ownership | 95.00% | ||||
Purchase consideration amount | $ 2,300,000 | ||||
Subsequent Event [Member] | Underwriting Agreement [Member] | |||||
Subsequent Event [Line Items] | |||||
Issuance of shares | 3,030,300 | ||||
Price per share | $ 3.30 | ||||
Additional shares | 454,545 | ||||
Subsequent Event [Member] | Underwriting Agreement [Member] | Warrant [Member] | |||||
Subsequent Event [Line Items] | |||||
Issuance of shares | 3,030,300 |