Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 09, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
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 $0.0001 per share | |
Trading Symbol | SOPA | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 28,171,523 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 13,755,377 | $ 18,930,986 |
Restricted cash | 72,564 | 72,350 |
Accounts receivable, net | 858,109 | 951,325 |
Inventories | 229,010 | 310,932 |
Contract assets | 5,071 | 20,310 |
Deposits, prepayments and other receivables | 1,942,239 | 2,711,042 |
Total current assets | 16,862,370 | 22,996,945 |
Non-current assets: | ||
Intangible assets, net | 6,676,065 | 7,458,089 |
Right of use assets, net | 1,708,658 | 1,537,670 |
Total non-current assets | 9,212,055 | 9,701,797 |
TOTAL ASSETS | 26,074,425 | 32,698,742 |
Current liabilities: | ||
Accounts payables | 1,463,466 | 1,296,571 |
Contract liabilities | 1,264,725 | 1,405,090 |
Accrued liabilities and other payables | 5,949,092 | 8,325,225 |
Due to related parties | 22,246 | 22,311 |
Deferred tax liabilities | 69,000 | 69,000 |
Operating lease liabilities | 555,476 | 467,938 |
Loan | 26,644 | 28,164 |
Total current liabilities | 9,350,649 | 11,614,299 |
Non-current liabilities | ||
Operating lease liabilities | 1,158,283 | 1,073,126 |
TOTAL LIABILITIES | 10,508,932 | 12,687,425 |
SHAREHOLDERS’ EQUITY | ||
Common shares; $0.0001 par value, 95,000,000 shares authorized; 28,171,523 and 27,082,849 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively | 2,817 | 2,708 |
Additional paid-in capital | 103,313,844 | 101,427,160 |
Less: Common shares held in treasury, at cost; 511,760 and 0 shares at March 31, 2023 and December 31, 2022 | (541,988) | |
Accumulated other comprehensive gain (loss) | (325,690) | 56,527 |
Accumulated deficit | (86,433,490) | (81,138,563) |
Total equity attributable to Society Pass Incorporated | 16,015,493 | 20,347,832 |
Non-controlling interest | (450,000) | (336,515) |
TOTAL EQUITY | 15,565,493 | 20,011,317 |
TOTAL LIABILITIES AND EQUITY | 26,074,425 | 32,698,742 |
Series A Preferred Stock [Member] | ||
COMMITMENTS AND CONTINGENCIES | ||
Preferred stock, value | ||
Series B Preferred Stock [Member] | ||
COMMITMENTS AND CONTINGENCIES | ||
Preferred stock, value | ||
Series B 1 Preferred Stock [Member] | ||
COMMITMENTS AND CONTINGENCIES | ||
Preferred stock, value | ||
Series C Preferred Stock [Member] | ||
COMMITMENTS AND CONTINGENCIES | ||
Preferred stock, value | ||
Series C 1 Preferred Stock [Member] | ||
COMMITMENTS AND CONTINGENCIES | ||
Preferred stock, value | ||
Series X Preferred Stock [Member] | ||
COMMITMENTS AND CONTINGENCIES | ||
Preferred stock, value |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | |
Preferred Stock, Shares Authorized | 5,000,000 | |
Preferred Stock, Shares Outstanding | 4,916,500 | 4,916,500 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |
Common Stock, Shares Authorized | 95,000,000 | |
Common Stock, Shares, Outstanding | 28,171,523 | 27,082,849 |
Treasury Stock, Common, Shares | 511,760 | 0 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 10,000 | 10,000 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Series B Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 10,000 | 10,000 |
Preferred Stock, Shares Outstanding | 0 | 2,548 |
Series B 1 Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 15,000 | 15,000 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Series C Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 15,000 | 15,000 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Series C 1 Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 30,000 | 30,000 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Series X Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | |
Preferred Stock, Shares Authorized | 3,500 | |
Preferred Stock, Shares Outstanding | 3,500 | 3,500 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Total revenue | $ 2,042,580 | $ 445,090 |
Total cost of revenue | (1,356,343) | (459,883) |
Gross income (loss) | 686,237 | (14,793) |
Operating expenses: | ||
Sales and marketing expenses | (130,664) | (196,102) |
Software development costs | (13,919) | (19,548) |
Impairment loss | (528,583) | |
General and administrative expenses | (5,991,886) | (5,840,698) |
Total operating expenses | (6,136,469) | (6,584,931) |
Loss from operations | (5,450,232) | (6,599,724) |
Other income (expense): | ||
JV income | 3,148 | |
Gain on early lease termination | 1,064 | |
Interest income | 39,986 | 45 |
Interest expense | (352) | (4,045) |
Warrant modification expense | ||
Other income | 16,787 | 13,621 |
Total other income (expense) | 60,633 | 9,621 |
Loss before income taxes | (5,389,599) | (6,590,103) |
Income taxes | (614) | (1,302) |
NET LOSS | (5,390,213) | (6,591,405) |
NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST | (95,286) | (43,027) |
NET LOSS ATTRIBUTABLE TO NON-SOCIETY PASS INCORPORATED | (5,294,927) | (6,548,378) |
Other comprehensive income (loss): | ||
Net loss | (5,390,213) | (6,591,405) |
Foreign currency translation adjustment | (400,416) | (42,161) |
COMPREHENSIVE LOSS | (5,790,629) | (6,633,566) |
Net loss attributable to non-controlling interest | (95,286) | (43,027) |
Foreign currency translation adjustment attributable to non-controlling interest | (18,199) | (3,015) |
Comprehensive loss attributable to Society Pass Incorporated | $ (5,677,144) | $ (6,587,524) |
Net loss per share attributable to Society Pass Incorporated : | ||
– Basic | $ (0.20) | $ (0.30) |
– Diluted | $ (0.20) | $ (0.30) |
Weighted average common shares outstanding | ||
– Basic | 27,082,849 | 21,892,111 |
– Diluted | 27,082,849 | 21,892,111 |
Sales Online Ordering [Member] | ||
Total revenue | $ 257,602 | $ 434,141 |
Total cost of revenue | (235,246) | (395,890) |
Sales Digital Marketing [Member] | ||
Total revenue | 1,283,774 | |
Total cost of revenue | (964,161) | |
Sales Online Ticketing And Reservation [Member] | ||
Total revenue | 486,707 | |
Total cost of revenue | (76,477) | |
Sales Data [Member] | ||
Total revenue | 14,302 | |
Total cost of revenue | (18,646) | |
Software Sales [Member] | ||
Total revenue | 195 | 10,949 |
Total cost of revenue | (61,813) | (63,993) |
Hardware Sales [Member] | ||
Total revenue | ||
Total cost of revenue |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 1,973 | $ 79,833,290 | $ (54,340) | $ (47,352,456) | $ (102,784) | $ 32,325,683 | ||
Beginning balance, shares at Dec. 31, 2021 | 3,500 | 19,732,406 | ||||||
Imputed interest | ||||||||
Shares issued for services | $ 11 | 1,632,162 | 1,632,173 | |||||
Shares issued for services, shares | 116,000 | |||||||
Shares issued for accrued salaries | $ 3 | 86,466 | 86,469 | |||||
Shares issued for accrued salaries, shares | 25,444 | |||||||
Sale of units in public offering (net of expense) | $ 348 | 10,402,543 | 10,402,891 | |||||
Sale of units in initial public offering (net of expense), shares | 3,484,845 | |||||||
Shares issued to acquire subsidiary | $ 23 | 799,977 | 800,000 | |||||
Shares issued to acquire subsidiary, shares | 226,629 | |||||||
Share issued upon the exercise of warrant | $ 16 | 356,984 | 357,000 | |||||
Share issued upon the exercise of warrant, shares | 160,000 | |||||||
Share issued for accrued services | $ 1 | 119,456 | 119,457 | |||||
Share issued for accrued services, shares | 13,273 | |||||||
Fair value of stock option granted for director’s bonus | 303,990 | 303,990 | ||||||
Shares issued to acquire non-controlling interest | 22,470 | 22,470 | ||||||
Shares issued to acquire non-controlling interest, shares | 2,497 | |||||||
Foreign currency translation adjustment | (42,161) | (3,015) | (45,176) | |||||
Net loss for the period | (6,548,378) | (43,027) | (6,591,405) | |||||
Ending balance, value at Mar. 31, 2022 | $ 2,375 | 93,557,338 | (96,501) | (53,900,834) | (148,826) | 39,413,552 | ||
Ending balance, shares at Mar. 31, 2022 | 3,500 | 23,761,094 | ||||||
Beginning balance, value at Dec. 31, 2022 | $ 2,708 | 101,427,160 | 56,527 | (81,138,563) | (336,515) | 20,011,317 | ||
Beginning balance, shares at Dec. 31, 2022 | 3,500 | 27,082,849 | ||||||
Shares issued for services | $ 20 | 459,989 | 460,000 | |||||
Shares issued for services, shares | 196,078 | |||||||
Shares issued for accrued salaries | $ 211 | 113,489 | 200,000 | |||||
Shares issued for accrued salaries, shares | 109,156 | |||||||
Share issued upon the exercise options | $ 78 | 1,226,715 | 1,226,793 | |||||
Share issued upon the exercise options, shares | 783,440 | |||||||
Share repurchase during the period | $ (541,988) | (541,988) | ||||||
Share repurchase during the period , shares | 511,760 | |||||||
Foreign currency translation adjustment | (382,217) | (18,199) | (400,416) | |||||
Net loss for the period | (5,294,927) | (95,286) | (5,390,213) | |||||
Ending balance, value at Mar. 31, 2023 | $ 2,817 | $ (541,988) | $ 103,313,844 | $ (325,690) | $ (86,433,490) | $ (450,000) | $ 15,565,493 | |
Ending balance, shares at Mar. 31, 2023 | 3,500 | 28,171,523 | 511,760 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (5,390,213) | $ (6,591,405) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 863,917 | 806,622 |
Gain from early lease termination | (1,064) | |
Impairment loss | 528,583 | |
Financing charges – first insurance funding | 4,045 | |
Stock based compensation for services | 1,886,793 | 1,856,073 |
Shares issued to acquire non-controlling interest | 22,470 | |
Change in operating assets and liabilities: | ||
Accounts receivable | 93,216 | 9,743 |
Inventories | 81,922 | (46,341) |
Deposits, prepayments and other receivables | 768,803 | 1,163,776 |
Contract assets | 15,239 | |
Contract liabilities | (140,365) | (6,585) |
Accounts payables | 166,895 | (60,134) |
Accrued liabilities and other payables | (2,376,133) | 250,988 |
Advances to related parties | (65) | (499,352) |
Right of use assets | 134,455 | 62,065 |
Operating lease liabilities | (118,601) | (61,465) |
Net cash used in operating activities | (4,015,201) | (2,560,917) |
Cash flows from investing activities: | ||
Purchase of investment assets | ||
Purchase of property, plant, and equipment | (190,061) | (30,579) |
Purchase of subsidiary | (200,000) | |
Cash from purchase of subsidiary and business operation | 5,445 | |
Net cash used in investing activities | (190,061) | (225,134) |
Cash flows from financing activities: | ||
Repurchase of common share | (541,988) | |
Proceed from the issuance of preferred stock and exercise of warrants into preferred stock | 357,000 | |
Proceeds from public offering, net of offering expenses | 10,402,891 | |
Repayment of loan | (227,215) | |
Net cash (used in) provided by financing activities | (541,988) | 10,532,676 |
Effect on exchange rate change on cash and cash equivalents | (428,145) | (43,841) |
NET CHANGE IN CASH AND CASH EQUIVALENTS | (5,175,395) | 7,702,784 |
CASH AND CASH EQUIVALENT AT BEGINNING OF PERIOD | 19,003,336 | 23,264,777 |
CASH AND CASH EQUIVALENT AT END OF PERIOD | 13,827,941 | 30,967,561 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | ||
Cash paid for income tax | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Shares issued to acquire subsidiary | 800,000 | |
Shares issued to acquire business operation | ||
Shares issued for accrued services | 119,457 | |
Impact of adoption of ASC 842 - lease obligation and ROU asset | 243,186 | |
Common stock issued for accrued salaries | $ 166,559 |
DESCRIPTION OF BUSINESS AND ORG
DESCRIPTION OF BUSINESS AND ORGANIZATION | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS AND ORGANIZATION | NOTE- 1 DESCRIPTION OF BUSINESS AND ORGANIZATION Society Pass Incorporated (the "Company") was incorporated in the 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 for a Point of Sales (POS) application in Vietnam. The Company also has online lifestyle platform to enable consumers to purchase high-end brands of all categories under its own brand name of "Leflair." The Company has made a number of acquisitions in calendar year 2022, as follows: • In February 2022, the Company completed the acquisition of 100 % of the equity interest of New Retail Experience Incorporated and Dream Space Trading Company Limited through its subsidiary – Push Delivery Pte Limited, which two companies mainly provide an on-line grocery and food delivery platform in the Philippines and Vietnam respectively. • In May 2022, the Company completed another acquisition of 100 % of the equity interests of Gorilla Networks Pte Ltd, Gorilla Mobile Pte Ltd, Gorilla Connects Pte Ltd and Gorilla Networks (VN) Co Ltd (collectively, "Gorilla Networks"), a food delivery service. • On July 7, 2022, the Company and its wholly owned subsidiary Thoughtful Media Group Incorporated collectively acquired 100 % of the equity interests of Thoughtful Media Group Incorporated and AdActive Media, Inc. (collectively "Thoughtful Media"), whose business provides services to advertisers that helps to make internet advertising more effective. • On July 21, 2022, the Company acquired 100 % of the equity interests of Mangan PH Food Delivery Service Corp. ("Mangan), a Philippines restaurant and grocery delivery business. • On August 15, 2022, the Company and its 95 %-owned subsidiary SOPA Technology, Pte, Ltd., collectively acquired 75% of the outstanding capital stock of Nusatrip International Pte Ltd. ("Nusatrip") and also purchased all of the outstanding capital stock of PT Tunas Sukses Mandiri ("Tunas"), a company existing under the law of the Republic of Indonesia, and both engaged in online ticketing and reservation services. On February 10, 2021, the Company effected a 750 for 1 forward stock split of the issued and outstanding shares of the Company's common stock. The number of authorized shares and par value remain unchanged. All share and per share information in these financial statements and its footnotes have been retroactively adjusted for the years presented, unless otherwise indicated, to give effect to the forward stock split. On September 21, 2021, the Company effected a 1 for 2.5 reverse stock split of the issued and outstanding shares of the Company's common stock. The number of authorized shares and par value remain unchanged. All share and per share information in these financial statements and its footnotes have been retroactively adjusted for the years presented, unless otherwise indicated, to give effect to the reverse stock split. The forward stock split and reverse stock split transactions described above had no effect on the stated value of the preferred stock and the number of designated shares and outstanding shares of each series of preferred stock was unchanged in accordance with the respective certificate of designations. The number of authorized shares of preferred stock also 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 (the "Underwriter") related to the offering of 2,888,889 shares of the Company's common stock (the "Firm Shares"), at a public offering price of $ 9.00 per share. Under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 45 days, to purchase an additional 236,111 shares of common stock (the "Option Shares") to cover over-allotments. The Company raised gross proceeds of $ 26,000,001 and $ 2,124,999 from its initial public offering and from the sale of the Option Shares, respectively. On February 8, 2022, the Company entered into an underwriting agreement (the "Underwriting Agreement") with the "Underwriter, related to the offering of 3,030,300 shares (the "Shares") of the Company's common stock and warrants to purchase up to 3,030,300 shares of common stock of the Company (the "Warrants"). Each Share was sold together with one Warrant to purchase one Share at a combined offering price of $ 3.30 . In addition, the Company granted the Underwriter a 45-day over-allotment option to purchase up to an additional 454,545 Shares and/or Warrants, at the public offering price, less discounts and commissions. On February 10, 2022, the Underwriter gave notice to the Company of the full exercise of their over-allotment option and that delivery of the overallotment securities was made on February 11, 2022. 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 United States , January 24, 2019 IP Licensing US$1 100 % SOPA Cognitive Analytics Private Limited India February 5, 2019 Computer sciences consultancy and data analytics INR 1,238,470 100 % SOPA Technology Pte. Ltd. Singapore, June 4, 2019 Investment holding SGD 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 SGD 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 7, 2021 Investment holding US$1 100 % SOPA Capital Limited United Kingdom December 07, 2021 Investment holding GBP 1 100 % SOPA (Phil) Incorporated Philippines Jan 11, 2022 Investment holding PHP 11,000,000 100 % New Retail Experience Incorporated Philippines Jan 16, 2020 On-line Grocery delivery platform PHP 3,750,000 100 % Dream Space Trading Co Ltd Vietnam May 23, 2018 On-line Grocery and food delivery platform VND 500,000,000 100 % Push Delivery Pte Ltd Singapore January 7, 2022 Investment holding US$2,000 100 % Gorilla Networks Pte. Ltd. Singapore September 3, 2019 Investment holding US$2,620,000 and SGD 730,000 100 % Gorilla Connect Pte. Ltd. Singapore May 18, 2022 Telecommunications resellers SGD 100 100 % Gorilla Mobile Singapore Pte. Ltd. Singapore August 6, 2020 Telecommunications resellers SGD 100 100 % Gorilla Networks (VN) LLC Vietnam December 16, 2020 Telecommunications resellers VND 233,000,000 100 % Thoughtful Media Group Incorporated United States June 28, 2022 Investment holding US$10 100 % Thoughtful (Thailand) Co. Ltd Thailand September 2, 2014 Digital marketing THB 2,000,000 99.75 % AdActive Media CA Inc. United States April 12, 2010 Digital marketing Preferred: US$1,929.1938 100 % PT Tunas Sukses Mandiri Indonesia February 8, 2010 Online ticketing and reservation IDR 26,000,000 99 % Nusatrip Malaysia Sdn Bhd Malaysia March 1, 2017 Online ticketing and reservation MYR 52,000 99 % Nusatrip Singapore Pte Ltd Singapore December 6, 2016 Online ticketing and reservation SGD 212,206 99 % Nusatrip International Pte Ltd Singapore January 9, 2015 Online ticketing and reservation SGD 905,006.51 99 % On February 23, 2023, Society Pass Incorporated acquired additional issued capital in Nusatrip International Pte Ltd of 2,225,735 number of ordinary stock and increased its shareholding from 75 % to 99 %, and to the subsidiaries within the group. The Company and its subsidiaries are hereinafter referred to as (the “Company”). |
LIQUIDITY AND CAPITAL RESOURCES
LIQUIDITY AND CAPITAL RESOURCES | 3 Months Ended |
Mar. 31, 2023 | |
Liquidity And Capital Resources | |
LIQUIDITY AND CAPITAL RESOURCES | NOTE- 2 LIQUIDITY AND CAPITAL RESOURCES The accompanying audited consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of March 31, 2023, the Company had cash balances of $ 13,827,941 , a working capital surplus of $ 7,511,721 and accumulated deficit $ 86,433,490 . For the three months ended March 31, 2023, the Company had a net loss of $ 5,390,213 and net cash used in operating activities of $ 4,015,201 . Net cash used in investing activities was $ 190,061 . Net cash used in financing activities was $ 541,988 , resulting principally from share repurchase. While the Company believes that it will be able to continue to grow the Company's revenue base and control expenditures, there is no assurance that it will be able to achieve these goals. As a result, the Company continually monitors its capital structure and operating plans and evaluates various potential funding alternatives that may be needed to finance the Company's business development activities, general and administrative expenses and growth strategy. Impact of COVID-19 and other Global Events The spread of COVID-19 and the developments surrounding the global pandemic have had and may continue to have significantly negative impacts on all aspects of our business, including negative effects on our travel and digital media verticals . In response to the pandemic, many governments around the world implemented a variety of measures to reduce the spread of COVID-19, including travel restrictions and bans, instructions to residents to practice social distancing, quarantine advisories, shelter-in-place orders and required closures of non-essential businesses. We cannot predict the extent to which any lingering effects of the COVID-19 pandemic may affect our future business or operating results, which is highly dependent on inherently uncertain future developments, including the severity of outbreaks of COVID-19, the effects of new variants, the actions taken by governments and private businesses in relation to COVID-19 containment, the availability, deployment and efficacy of vaccines, and the transition from COVID-19 being a pandemic to an endemic illness. In geographies where we, our customers or our employees operate, health concerns and political or governmental developments in response to COVID-19 have resulted in, and could in the future result in, economic, social or labor instability or prolonged contractions in the industries in which our customers operate, slowdowns in our product development efforts, or other effects that may have a material adverse effect on our business or our results of operations and financial condition. The Russian-Ukraine war and the supply chain disruption have not affected any specific segment of our business. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE- 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying condensed consolidated financial statements and notes. • Basis of presentation The Company has prepared the accompanying unaudited condensed financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") for interim financial reporting. These financial statements are unaudited and, in our opinion, include all adjustments consisting of normal recurring adjustments and accruals necessary for a fair presentation of our condensed balance sheets, statements of operations and other comprehensive loss, statements of stockholders' deficit and cash flows for the periods presented. Operating results for the periods presented are not necessarily indicative of the results that may be expected for any subsequent quarter or for the full year ending December 31, 2023 due to various factors. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States ("GAAP") have been omitted in accordance with the rules and regulations of the SEC. These condensed consolidated financial statements should be read in conjunction with the 2022 audited financial statements and accompanying notes filed with the SEC. • 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”) 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 condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the years reported. Actual results may differ from these estimates. If actual results significantly differ from the Company's estimates, the Company's financial condition and results of operations could be materially impacted. Significant estimates in the period include the allowance for doubtful accounts on accounts receivable, the incremental borrowing rate used to calculate right of use assets and lease liabilities, valuation and useful lives of intangible assets, impairment of long-lived assets, valuation of common stock and stock warrants, stock option valuations, imputed interest on amounts due to related parties, inventory valuation, revenue recognition, the allocation of purchase consideration in business combinations, and deferred tax assets and the related valuation allowance. • Basis of consolidation The condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company balances and transactions have been eliminated upon consolidation. • Business combination The Company follows Accounting Standards Codification ("ASC") ASC Topic 805, Business Combinations Consolidation • Noncontrolling interest The Company accounts for noncontrolling interests in accordance with ASC Topic 810, 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 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 unaudited condensed consolidated financial statements. The Company currently operates in four reportable operating segments: (i) Online Grocery and Food and Groceries Deliveries, (ii) Digital marketing, (iii) Online ticketing and reservation, (iv) Telecommunications Reseller, (v) e-Commerce, and (vi) Merchant Point of Sale ("merchant POS"). • Cash and cash equivalents Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. As of March 31, 2023 and December 31,2022, the cash and cash equivalents excluded restricted cash amounted to $ 13,755,377 and $ 18,930,986 , respectively. The Company currently has bank deposits with financial institutions in the U.S. which exceed FDIC insurance limits. FDIC insurance provides protection for bank deposits up to $ 250,000 , so there were uninsured balance of $ 6,295,886 and $ 10,431,681 as of March 31, 2023 and December 31, 2022, respectively. In addition, the Company has uninsured bank deposits of $ 6,879,654 and $$ 12,032,534 with a financial institution outside the U.S as of March 31, 2023 and December 31, 2022, respectively. All uninsured bank deposits are held at high quality credit institutions. • Restricted cash Restricted cash refers to cash that is held by the Company for specific reasons and is, therefore, not available for immediate ordinary business use. The restricted cash represented fixed deposit maintained in bank accounts that are pledged. As of March 31, 2023 and December 31, 2022 , the restricted cash amounted to $ 72,564 and $ 72,350 , respectively. • Accounts receivable Accounts receivables are recorded at the amounts that are invoiced to customers, do not bear interest, and are due within contractual payment terms, generally 30 to 90-days from completion of service or the delivery of a product. Credit is extended based on an evaluation of a customer's financial condition, the customer's creditworthiness 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. Quarterly, 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 records bad debt expense and records an allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For receivables that are past due or not being paid according to payment terms, appropriate actions are taken to pursue all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance for doubtful accounts after all means of collection have been exhausted and the potential for recovery is considered remote. Currently, the Company does not have any off-balance-sheet credit exposure related to its customers, and as of both March 31, 2023 and December 31, 2022, there was no need for allowance for doubtful accounts. • 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 three months ended March 31, 2023 and 2022, the Company recorded an allowance for obsolete inventories of $ 0 and $ 0 , respectively. The inventories amounted to $ 229,010 and $ 310,932 at March 31, 2023 and December 31, 2022, respectively. • Prepaid expenses Prepaid expenses represent payments made in advance for products or services to be received in the future and are amortized to expense on a ratable basis over the future period to be benefitted by that expense. Since the Company has prepaid expenses categorized as both current and non-current assets, the benefits associated with the products or services are considered current assets if they are expected to be used during the next twelve months and are considered non-current assets if they are expected to be used over a period greater than one year. • Property, plant and equipment Plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values: Schedule of Expected useful life Expected useful lives Computer equipment 3 years Office equipment 5 years Renovation 5 years 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 (Topic 606) ("ASU 2014-09"). Under ASU 2014-09, the Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: • Identify the contract with a customer; • Identify the performance obligations in the contract; • Determine the transaction price; • Allocate the transaction price to performance obligations in the contract; and • Recognize revenue as the performance obligation is satisfied. The Company generates its revenues from a diversified a mix of e-commerce activities that correspond to our four business segments (business to consumer or "B2C"), grocery and food delivery (B2C), telecommunication reseller (B2C) and the services providing to merchants for their business growth (business to business or "B2B"). The Company's performance obligations include providing connectivity between merchants and consumers, generally through an online ordering platform. The platform allows merchants to create an account, display a menu and track their sale reports on the merchant facing application. The platform also allows the consumers to create an account and order from merchants on the consumer facing application. The platform allows a delivery company to accept an online delivery request and deliver or ship an order from a merchant to customer. Lifestyle The Company has developed an online lifestyle platform (the "Lifestyle Platform") under its own brand name of "Leflair" to enable consumers to purchase high-end brands in many categories. Using the Company's smart search engine, consumers search or review their favorite brands among hundreds of choices in various categories, including Apparel, Bags & Shoes, Accessories, Health & Beauty, Home & Lifestyle, International, Women, Men and Kids & Babies categories. The Lifestyle Platform also allows customers to order from hundreds of vendor choices with personalized promotions based on their individual purchase history and location. The platform has also partnered with a Vietnam-based delivery company, Amilo, 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 can collect their purchases at the Company's logistics center. Grocery and Food Delivery Other online platforms include online platforms in Vietnam, under the brand name of "Handycart", and Philippines, under the brand names of "Pushkart" and "Mangan", to enable the consumers to purchase meals from restaurants and food from local grocery and food merchants and deliver to them in their area. Telecommunications The Company operates a Singapore-based online telecommunication reseller platform under brand name of "Gorilla" to enable the consumers to subscribe local mobile data and overseas internet data in different subscription package. Established in Singapore in 2019, Gorilla utilizes blockchain and Web3 technology to operate a MVNO for its users in South East Asia (SEA). With network coverage to over 150 countries, Gorilla offers a full suite of mobile communication services such as local calls, international roaming, data, and SMS texting. Digital Media The acquisition of a digital media platform, TMG, amplifies the reach and engagement of the Company's e-commerce ecosystem and retail partners. Originally founded in 2010, TMG today creates and distributes digital advertising campaigns across its multi-channel network in both SEA and the US. With its intimate knowledge of local markets, digital marketing technology tools and social commerce business focus, advertisers leverage TMG's wide influencer network throughout SEA to market and sell advertising inventory exclusively with specific placement and effect. As a result, Thoughtful Media's content creator partners earn a larger share of advertising revenues from international consumer brands. Thoughtful Media's data-rich multi-channel network has uploaded over 675,000 videos with over 80 billion video views. The current network of 263 YouTube channels has onboarded over 85 million subscribers with an average monthly viewership of over 600 million views. Travel The Company purchased the Nusatrip Group, a leading Jakarta-based Online Travel Agency ("OTA") in Indonesia and across SEA. The NusaTrip acquisition extended SoPa's business reach into SEA regional travel industry and marked the Company's first foray into Indonesia. Established in 2013 as the first Indonesian OTA accredited by the International Air Transport Association, NusaTrip pioneered offering a comprehensive range of airlines and hotels to Indonesian corporate and retail customers. With its first mover advantage, NusaTrip has onboarded over 1.2 million registered users, over 500 airlines and over 200,000 hotels around the world as well as connected with over 80 million unique visitors. The Company's e-Commerce business 1) When a customer places an order on either the Leflair website or app, a sales orders report will be generated in the system. The Company will either fulfill this order from its inventory or purchase the item from the manufacturer or distributor. Once the Company has the item in its distribution center, it will contract with a logistics partner delivered to the end customer. The sale is recognized when the delivery is completed by the logistics partner 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 any product warranty. The Company is considered the principal in this e-commerce transaction and reports revenue on a gross basis as the Company establishes the price of the product, has responsibility for fulfillment of the order and retains the risk of collection. During the three months ended March 31, 2023 and 2022, the Company generated revenue of $ 223,517 and $ 434,141 respectively, in the Lifestyle sector. The Company's Merchant POS Software sales consist of: 1) Subscription fees consist of the fees that the Company charge merchants to obtain access to 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 three months ended March 31, 2023 and 2022, the Company generated revenue of $ 195 and $ 10,949 , respectively, from software fees. 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 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 are present in the arrangement, revenue is recognized net of related direct costs since in these instances we act as an agent. Software subscription fee — The Company's performance obligation includes providing customer access to our 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 the customer is 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 automatic one-year renewal. 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. Grocery and food delivery Customers place order for groceries and take-out food through our online platforms of "Pushkart" and "Handcart" respectively. When the grocery or food merchant receives and order, our platform will assign a third-party delivery service to pick up and deliver the grocery and/or food order to the customer. Revenue is recognized when the grocery and/or food is delivered, at which time the customer pays for the grocery and /or food order with cash, at Net of merchant cost. During the three months ended March 31, 2023 and 2022, the Company generated revenue of $ 34,085 and $ 0 , respectively, from this stream. As a telecommunication reseller Local mobile plan - customers choose and subscribe to a monthly local mobile plan through our "Gorilla" online platform. The Company will proceed to register the sim card (effectively, the mobile telephone number activation card) and arrange delivery of that Sim card to the customer. Following Sim card activation, the system will capture the monthly data usage of each customer, calculated in accordance with the package data capacity and monthly subscription rate, which amounts are aggregated and recorded as revenue. Unused data will be converted to Rewards Points and carried forward to next month for potential subsequent data usage. As a result of the rewards points, the company also recognize revenue from Rewards Point redemption for subscription fees offset, voucher redemption, extra data purchases, that the customer chooses to use via our online platform. Overseas internet data plan – a customer will place order for their desired overseas internet data plan through either the "Gorilla" online platform or third-party partner platforms. Subscription revenue is recognized when the Sim card is delivered and activated. During the three months ended March 31, 2023 and 2022, the Company generated revenue of $ 14,302 and $ 0 , respectively, from telecommunications. Digital marketing The Company is required to establish as Multi-Channel Network (MCN) for YouTube Creators and fulfilled the basic MCN guidelines on timely basis. The Company engages the creator in contract as a platform to nurture the creator in brainstorming creative content ideas, coaching on growing their audience size and connection with top brands. During the three months ended March 31, 2023 and 2022, the Company generated revenue of $ 1,283,774 and $ 0 , respectively, from this stream. Online ticketing and reservation The Company's revenues are substantially reported on a net basis as the travel supplier is primarily responsible for providing the underlying travel services and the Company does not control the service provided by the travel supplier to the traveler. Revenue from air ticketing services, air ticket commission, hotel reservation and refund margin are substantially recognized at a point of time when the performance obligations that are satisfied. During the three months ended March 31, 2023 and 2022, the Company generated revenue of $ 486,707 and $ 0 , respectively, from this stream. Contract assets In accordance with ASC Topic 606, a contract asset arises when the Company transfers a good or performs a service in advance of receiving consideration from the customer as agreed upon. A contract asset becomes a receivable once the Company's right to receive consideration becomes unconditional. There were contract assets balance was $ 5,071 and $ 20,310 on March 31, 2023 and December 31, 2022, respectively. Contract liabilities In accordance with ASC Topic 606, a contract liability represents the Company's obligation to transfer goods or services to a customer when the customer prepays for a good or service 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 $ 1,264,725 and $ 1,405,090 on March 31, 2023 and December 31, 2022, respectively. • 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, Software, the Company capitalizes costs associated with the acquisition or development of major software for internal and external use in the balance sheet. These capitalized software costs are ratably amortized over the period of the software's estimated useful life. 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 arising from the development of the Company's own software are charged to operations as incurred. For the three months ended March 31, 2023, and 2022, software development costs were $ 13,919 and $ 19,548 , respectively. 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 have, to date, been immaterial and have been expensed as incurred. • Cost of sales Cost of sales under online ordering consist of the cost of merchandise ordered by the consumers and the related shipping and handling costs, which are directly attributable to the sales of online ordering. Cost of sales related to software sales consist of the cost of software and payroll costs, which are directly attributable to the sales of software. Cost of sales related to hardware sales consist of the cost of hardware and payroll costs, which are directly attributable to the sales of hardware. Cost of sales related to grocery and food delivery consist of the cost of the outsourced delivery and the outsource payment gateway, which are directly attributable to the sales of grocery and food delivery. Cost of sales related to our telecommunication data reseller segment consist of the cost of the primary telecommunication service, which are directly attributable to the sales of telecommunication data. Cost of sales under digital marketing consist of the cost of primary digital marketing service, which are directly attributable to the sales of digital marketing. • Shipping and handling costs No shipping and handling costs are associated with the distribution of the products to the customers since those costs are borne by the Company's suppliers or distributors for our merchant POS business. The shipping and handling costs for all segments other than our e-commerce segment are recorded net in sales. For shipping costs related to our e-commerce business, those shipping costs 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 $ 130,664 and $ 196,102 for the three months ended March 31, 2023 and 2022, respectively. • Product warranties The Company's provision for estimated future warranty costs is based upon the 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 March 31, 2023 and December 31, 2022. 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, although it looks at this issue every quarter to continue to support its assertion. • Income tax The Company adopted the ASC 740 Income Tax The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary. In addition to U.S. income taxes, the Company and its wholly-owned foreign subsidiary, is subject to income taxes in the jurisdictions in which it operates. Significant judgment is required in determining the provision for income tax, there may be transactions and calculations 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. • Foreign currencies translation and transactions The reporting currency of the Company is the United States Dollar ("US$") and the accompanying consolidated unaudited condensed financial statements have been expressed in US$s. In addition, the Company's subsidiary is operating in the Republic of Vietnam, Singapore, India and Philippines and maintains its books and record in its local currency, Vietnam Dong ("VND"), Singapore Dollar ("SGD"), Indian Rupee ("INR"), Philippines Pesos ("PHP"), Malaysian Ringgit ("MYR), Thailand Baht ("THB") and Indonesian Rupiah ("IDR"), respectively, which are the functional currencies in which the subsidiary's operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$s, in accordance with ASC Topic 830, "Translation of Financial Statement" ("ASC 830") using the applicable exchange rates on the balance sheet date. Shareholders' equity is translated using historical rates. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from the translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income (loss) within the unaudited condensed statements of changes in shareholder's equity. Schedule of Foreign currencies translation and transactions Translation of amounts from SGD into US$ has been made at the following exchange rates for the three months ended March 31, 2023 and 2022: Schedule of Foreign currencies translation and transactions March 31, 2023 March 31, 2022 Period-end SGD:US$ exchange rate $ 0.7521 $ 0.73848 Period average SGD:US$ exchange rate $ 0.7500 $ 0.73928 Translation of amounts from VND into US$ has been made at the following exchange rates for the three months ended March 31, 2023 and 2022: March 31, 2023 March 31, 2022 Period-end VND:US$ exchange rate $ 0.000043 $ 0.000044 Period average VND:US$ exchange rate $ 0.000042 $ 0.000044 Translation of amounts from INR into US$ has been made at the following exchange rates for the three months ended March 31, 2023 and 2022: March 31, 2023 March 31, 2022 Period-end INR:US$ exchange rate $ 0.01217 $ 0.01322 Period average INR:US$ exchange rate $ 0.01216 $ 0.01329 Translation of amounts from PHP into US$ has been made at the following exchange rates for the three months ended March 31, 2023 and 2022: March 31, 2023 March 31, 2022 Period-end PHP:US$ exchange rate $ 0.01841 $ N/A Period average PHP:US$ exchange rate $ 0.01823 $ N/A Translation of amounts from THB into US$ has been made at the following exchange rates for the three months ended March 31, 2023 and 2022: March 31, 2023 March 31, 2022 Period-end THB:US$ exchange rate $ 0.02925 $ N/A Period average THB:US$ exchange rate $ 0.02944 $ N/A Translation of amounts from MYR into US$ has been made at the following exchange rates for the three months ended March 31, 2023 and 2022: March 31, 2023 March 31, 2022 Period-end MYR:US$ exchange rate $ 0.22646 $ N/A Period average MYR:US$ exchange rate $ 0.22777 $ N/A Translation of amounts from IDR into US$ has been made at the following exchange rates for the three months ended March 31, 2023 and 2022: March 31, 2023 March 31, 2022 Period-end IDR:US$ exchange rate $ 0.000067 $ N/A Period average IDR:US$ exchange rate $ 0.000066 $ N/A Translation gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency othe |
REVENUE
REVENUE | 3 Months Ended |
Mar. 31, 2023 | |
Revenue | |
REVENUE | NOTE- 4 REVENUE Revenue was generated from the following activities: Schedule of Revenue Three months ended March 31, 2023 2022 Sales – online ordering $ 257,602 $ 434,141 Sales – digital marketing 1,283,774 — Sales – online ticketing and reservation 486,707 — Sales – data 14,302 — Software subscription sales 195 10,949 $ 2,042,580 $ 445,090 Contract liabilities recognized was related to online ticketing and reservation, digital marketing, telecommunication reseller and software sales and the following is reconciliation for the periods presented: Schedule of Contract liabilities: Schedule of Contract liabilities March 31, 2023 December 31, 2022 Contract liabilities, brought forward $ 1,405,090 $ 25,229 Add: recognized as deferred revenue 1,264,725 1,405,090 Less: recognized as revenue (1,405,090 ) (25,229 ) Contract liabilities, carried forward $ 1,264,725 $ 1,405,090 |
SEGMENT REPORTING
SEGMENT REPORTING | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE- 5 SEGMENT REPORTING Currently, the Company has four 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 and accessories, beauty and personal care, and home and lifestyle, all managed by SOPA Technology Company Ltd, (ii) Merchant point of sale ("POS") – is involved in the sale of hardware and software to merchants and this segment is managed by Hottab group and SOPA entities except SOPA Technology Company Ltd, (iii) Online grocery and food deliveries – operate an online food delivery service under the "Handycart" brand name and an online grocery delivery under the "Pushkart" brand name, managed by Dream Space Trading Co Ltd and New Retail Experience Incorporated respectively, and (iv) Telecommunication reseller – provide sales of local mobile phone plans and global internet data provider plans, both services managed by the Gorilla Group. (v) Digital marketing operates the digital marketing business with creator and digital marketing platform (vi) Online ticketing and reservation - operates the sale of domestic and overseas air ticket and global hotel reservations The Company's Chief Finance Officer (CFO) evaluates operating segments using the information provided in the following tables that presents revenues and gross profits by reportable segment, together with information on the segment tangible and intangible assets. Schedule of Segment Reporting Schedule of Segment Reporting Three months ended March 31, 2023 Online F&B and Groceries Deliveries Digital Marketing Online Ticketing and reservation e-Commerce Telecommunication Reseller Merchant POS Total Revenue from external customers Sales – online ordering 34,085 — — 223,517 — — 257,602 Sales – digital marketing — 1,283,774 — — — — 1,283,774 Sales – online ticketing and reservation — — 486,707 — — — 486,707 Sales – data — — — — 14,302 — 14,302 Software sales — — — — — 195 195 Total revenue 34,085 1,283,774 486,707 223,517 14,302 195 2,042,580 Cost of sales: Cost of online ordering (33,266 ) — — (201,980 ) — — (235,246 ) Cost of digital marketing — (964,161 ) — — — — (964,161 ) Cost of online platform — — (76,477 ) — — — (76,477 ) Cost of data — — — — (18,646 ) — (18,646 ) Software cost — — — (60,548 ) — (1,265 ) (61,813 ) Total cost of revenue (33,266 ) (964,161 ) (76,477 ) (262,528 ) (18,646 ) (1,265 ) (1,356,343 ) Gross income (loss) 819 319,613 410,230 (39,011 ) (4,344 ) (1,070 ) 686,237 Operating Expenses Sales and marketing expenses (1,709 ) (7,994 ) (75,928 ) (44,981 ) (52 ) — (130,664 ) Software development costs — — — — — (13,919 ) (13,919 ) Impairment loss — — — — — — — Depreciation (4,568 ) (1,257 ) (28,340 ) (7,750 ) — (22,002 ) (63,917 ) Amortization — — — — — (800,000 ) (800,000 ) General and administrative expenses, net of depreciation and amortisation (103,279 ) (233,481 ) (532,856 ) (230,332 ) (43,820 ) (3,984,201 ) (5,127,969 ) Total operating expenses (109,556 ) (242,732 ) (637,124 ) (283,063 ) (43,872 ) (4,820,122 ) (6,136,469 ) Loss from operations (108,737 ) 76,881 (226,894 ) (322,074 ) (48,216 ) (4,821,192 ) (5,450,232 ) Other income (expense) Gain from early lease termination — 1,064 — — — — 1,064 Interest income 4 — 824 523 — 38,635 39,986 Interest expense (27 ) — — — (325 ) — (352 ) JV income 3,148 — — — — — 3,148 Warrant modification expense — — — — — — — Other income 39 31 934 436 12,471 2,876 16,787 Total other income (expense) 3,164 1,095 1,758 959 12,146 41,511 60,633 Loss before income taxes (105,573 ) 77,976 (225,136 ) (321,115 ) (36,070 ) (4,779,681 ) (5,389,599 ) Three months ended March 31, 2022 Online F&B and Groceries Deliveries Digital Marketing Online Ticketing and reservation e-Commerce Telecommunication Reseller Merchant POS Total Revenue from external customers Sales – online ordering — — — 426,099 — — 426,099 Sales – digital marketing — — — — — — — Sales – online platform — — — 8,042 — — 8,042 Sales – data — — — — — — — Software sales — — — — — 10,949 10,949 Hardware sales — — — — — — — Total revenue — — — 434,141 — 10,949 445,090 Cost of sales: Cost of online ordering — — — (393,253 ) — — (393,253 ) Cost of online platform — — — (2,637 ) — — (2,637 ) Cost of data — — — — — — — Software sales — — — (57,705 ) — (6,288 ) (63,993 ) Hardware sales — — — — — — — Total cost of revenue — — — (453,595 ) — (6,288 ) (459,883 ) Gross income (loss) — — — (19,454 ) — 4,661 (14,793 ) Operating Expenses Sales and marketing expenses — — — (196,102 ) — (196,102 ) Software development costs — — — — — (19,548 ) (19,548 ) Impairment loss — — — — — (528,583 ) (528,583 ) Depreciation — — — (5 ) — (6,617 ) (6,622 ) Amortization — — — — — (800,000 ) (800,000 ) General and administrative expenses, net of depreciation and amortisation — — — (171,055 ) — (4,863,021 ) (5,034,076 ) Total operating expenses — — — (367,162 ) — (6,217,769 ) (6,584,931 ) Loss from operations — — — (386,616 ) — (6,213,108 ) (6,599,724 ) Other income (expense) Gain from early lease termination — — — — — — — Interest income — — — 40 — 5 45 Interest expense — — — — — (4,045 ) (4,045 ) Loss on settlement of litigation — — — — — — — Warrant modification expense — — — — — — — Other income — — — 699 — 12,922 13,621 Total other income (expense) — — — 739 — 8,882 9,621 Loss before income taxes — — — (385,877 ) — (6,204,226 ) (6,590,103 ) March 31, 2023 Online F&B and Groceries Deliveries Digital Marketing Online Ticketing and reservation e-Commerce Telecommunication Reseller Merchant POS Total Intangible assets, net 388,166 — 87,467 — 1,086,290 5,114,142 6,676,065 Identifiable assets 325,487 1,369,933 3,569,708 2,078,814 78,429 11,975,989 19,398,360 December 31 31, 2022 Online F&B and Groceries Deliveries Digital Marketing Online Ticketing and reservation e-Commerce Telecommunication Reseller Merchant POS Total Intangible assets, net 378,170 — 89,808 — 948,457 6,041,654 7,458,089 Identifiable assets 345,017 1,507,771 3,190,380 2,164,3886 81,924 17,951,175 25,240,653 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 Three Months Ended March 31, 2023 2022 Indonesia $ 260,859 $ 10,249 Vietnam 277,737 427,643 Philippines 31,671 7,198 Singapore 238,641 — United States 1,057,665 — Thailand 174,415 — Malaysia 1,592 — $ 2,042,580 $ 445,090 |
DEPOSIT, PREPAYMENTS AND OTHER
DEPOSIT, PREPAYMENTS AND OTHER RECEIVABLES | 3 Months Ended |
Mar. 31, 2023 | |
Deposit Prepayments And Other Receivables | |
DEPOSIT, PREPAYMENTS AND OTHER RECEIVABLES | NOTE- 6 DEPOSIT, PREPAYMENTS AND OTHER RECEIVABLES Schedule of prepayments and other receivables March 31, 2023 (Unaudited) December 31, 2022 Deposits $ 1,059,643 $ 921,429 Prepayments 419,880 573,513 Prepayments for consultancy fee (a) — 858,665 Value added tax 165,508 140,053 Interest receivable 17,548 12,763 Other receivables 279,660 204,619 Total $ 1,942,239 $ 2,711,042 (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 considerations of the services are $ 3,250,000 and $ 3,190,000 . The Company's due to China-America Culture Media Inc. balance was $ 0 and $ 433,332 as of March 31, 2023 and December 31, 2022, respectively. The Company's due to New Continental Technology Inc., balance was $ 0 and $ 425,333 as of March 31, 2023 and December 31, 2022, respectively. For the three months ended March 31, 2023 and 2022, the Company recognized the amortization of prepaid consulting expense of $ 858,665 and $ 1,288,000 , respectively, using the straight-line method, over a term of 15 months. |
INVENTORIES
INVENTORIES | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE- 7 INVENTORIES Schedule of inventories March 31, 2023 2022 Finished goods $ 229,010 $ 310,932 Less: Reserve for excess and obsolete inventory — — Total Inventories $ 229,010 $ 310,932 All finished goods inventories were related to e-commerce business and was held by the third party logistic. The cost of sales totaled $ 235,246 and $ 395,890 incurred during the three months ended March 31, 2023 and 2022, respectively. The inventories were amounted to $ 229,010 and $ 310,932 at March 31, 2023 and December 31, 2022, respectively. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE-8 INTANGIBLE ASSETS As of March 31, 2023 and December 31, 2022, intangible assets consisted of the following: Schedule of intangible assets Useful life March 31, 2023 December 31, 2022 At cost: Software platform 2.5 years $ 8,000,000 $ 8,000,000 Apps development 958,778 948,457 Computer software 614,399 586,888 Software system 388,166 378,170 Intellectual technology 276,000 276,000 Identifiable intangible asset 4,965,654 4,965,654 Other intangible assets 3 – 5 years 1,725 1,725 15,204,722 15,156,894 Less: accumulated depreciation (8,528,657 ) (7,698,805 ) $ 6,676,065 $ 7,458,089 November 1 2018, the Company entered into a software development agreement with CVO Advisors Pte Ltd (CVO) 2018 to design and build an App and Web-based platform for the total consideration of $8,000,000. CVO who is a third party vendor in the business of designing, developing, operating computer software applications including mobile and web application for social media, big data, point of sales, loyalty rewards, food delivery and technology platforms in Asia. The CVO developer performed and accepted technical work, of software development phase, which was materially completed by December 23, 2018. The Company obtained a third party license (Wallet Factory International Ltd) for their technology build up by CVO. The delivered platform was further developed by the Company's in-house technology team (based in Noida that Sopa is currently using for the loyalty platform. The platform can be downloaded from Apple store or Googleplay store (i.e. SoPa App) and the Company's web version is on www.sopa.asia. The platform was completed developed on September 30, 2020 and has estimated life of 2.5 years. The platform started to be amortized from October 1, 2020. Further, the Company entered into a subscription agreement with CVO to issue 8,000 shares of preferred stock for the software development, equal to the aggregate of $8,000,000 or at the stated value of $ 1,000 per share. Pursuant to the subscription agreement entered into with CVO, the Company issued 8,000 shares of Series A convertible preferred stock for the purchase of software development at the stated value of $ 1,000 per share, totaling $ 8,000,000 . CVO performed and accepted the technical work such as 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. The holder of this series A provided their consent to waive the warrant provision available with them and accordingly the preferred series A accounted in 2018. Also, the owner of CVO entered into a call option agreement with the CEO of the Company to sale all the shares of CVO for the sum of $10 per share, as of date, these options were exercised by the CEO of the Company, but the equity holders of CVO Advisors Pte. Ltd. have not honored the exercise of the call. The parties are currently in litigation (refer Note 23). As a result of this option exercise, there were no accounting effect on the Company's financial statement during the year ended December 31, 2022. Amortization of intangible assets attributable to future periods is as follows: Schedule of Amortization of intangible assets Year ending December 31 2022: Amount 2023 $ — Amortization of intangible assets was $ 800,000 and $ 800,000 for the three months ended March 31, 2023 and 2022, respectively. Apps development costs for the development stage of mobile apps development with blockchain feature used by the subsidiaries under Telecommunications Reseller segment business amounted to $ 958,778 (2022: $ 948,457 ) and pertains to capitalization of the Information Technology consultancy and services incurred in the development process. No amortization was recognized as the project is still ongoing as of March 31, 2023. Software system is the existing apps development cost and potential software value estimated base on acquisition exercise of Mangan business unit under New Retail Experience Incorporated. This will be concluded upon finalization of Purchase Price Allocation. Intellectual technology is the identified technology value concluded from acquisition of Pushkart business unit under New Retail Experience Incorporated, through the finalization of Purchase Price Allocation. Identifiable intangible asset is the potential intangible assets as stakeholder values estimated based on acquisition exercise of Nusatrip Group. This will be concluded upon finalization of Purchase Price Allocation. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | NOTE- 9 PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consisted of the following: Schedule of Property plant and equipment March 31, 2023 December 31, 2022 At cost: Computer $ 508,335 $ 600,629 Office equipment 70,616 54,683 Furniture and fixtures 11,525 10,702 Renovation 587,638 322,399 1,178,114 988,413 Less: accumulated depreciation (350,782 ) (282,015 ) Less: exchange difference — — 827,332 706,038 Depreciation expense for the three months ended March 31, 2023 and 2022 were $ 63,917 and $ 6,622 , respectively. |
AMOUNTS DUE TO RELATED PARTIES
AMOUNTS DUE TO RELATED PARTIES | 3 Months Ended |
Mar. 31, 2023 | |
Amounts Due To Related Parties | |
AMOUNTS DUE TO RELATED PARTIES | NOTE- 10 AMOUNTS DUE TO RELATED PARTIES Amounts due to related parties consisted of the following: Schedule of Amount due to related parties March 31, 2023 December 31, 2022 Amounts due to related parties (a) $ 22,246 $ 22,311 (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 were forgiven by the related parties, the said amount was written off and accounted as capital transaction and therefore credited the additional paid in capital account as of December 31, 2021. The Company's due to related parties balance was $ 22,246 and $ 22,311 as of March 31, 2023 and December 31, 2022, respectively. |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES AND OTHER PAYABLES | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES AND OTHER PAYABLES | NOTE-11 ACCOUNTS PAYABLE AND ACCRUED LIABILITIES AND OTHER PAYABLES Accounts payable consisted of the following: Schedule of Accounts payable March 31, 2023 December 31, 2022 Accounts payable $ 1,463,466 $ 1,296,571 Accrued liabilities and other payables- Related Party (a) 3,440 43,360 Accrued liabilities and other payables (b) 5,945,652 8,281,865 Other Accounts payable 5,949,092 8,325,225 Total Accounts payable $ 7,412,558 $ 9,621,796 Accounts payable includes significant third parties balance of $ 532,752 acquired from Gorilla business through business combination on May 31, 2022. (a) The amount represented due to one related party in respect to unpaid salaries and amounted to $ 3,440 and $ 3,360 as of March 31, 2023 and December 31, 2022, respectively. (b) Accrued liabilities and other payables consisted of the following: Schedule of Accrued liabilities March 31, 2023 December 31, 2022 Accrued payroll $ 105,235 $ 1,023,549 Accrued VAT expenses 35,527 6,801 Accrued taxes 1,142,205 1,653,284 Customer deposit 901,880 1,155,695 Customer refund 854,421 1,146,409 Other payables (c) 1,053,494 994,213 Other accrual (d) 1,852,890 2,301,914 Total Accrued liabilities $ 5,945,652 $ 8,281,865 (c) Included in these balances on both March 31, 2023 and December 31, 2022 is a $ 75,000 accrual related to an accrued contingency associated with a lawsuit filed against the Company. In 2023, the Company settled this lawsuit for $15,000. (d) The March 31, 2023 and December 31, 2022, balance includes refund provision, income tax provision and other operation accruals. |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
LEASES | NOTE- 12 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 March 31, 2022 and December 31, 2022. The Company used a weighted average incremental borrowing rate of 5.82 % to determine the present value of the lease payments. The weighted average remaining life of the lease was 3.50 years. During the year ended December 31, 2022, the Company enter into new lease arrangements, and accounted as per ASC Topic 842, the ROU asset and lease obligation of $ 1,762,350 . 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 Three months ended December 31, 2023 2022 Operating lease expense (per ASC 842) $ 134,455 $ 59,531 Short-term lease expense (other than ASC 842) 11,418 1,246 Total lease expense $ 145,873 $ 60,777 As of March 31, 2023, right-of-use assets were $ 1,708,658 and lease liabilities were $ 1,713,759 . As of December 31, 2022, right-of-use assets were $ 1,537,670 and lease liabilities were $ 1,541,064 . 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 March 31, 2023 The below table summarizes our (i) minimum lease payments over the next five years, (ii) lease arrangement implied interest, and (iii) present value of future lease payments for the next three years ending March 31: Schedule of Future Contractual Lease Payments Years ended March 31, Operating lease amount 2024 $ 636,832 2025 515,592 2026 344,283 2027 257,659 2028 138,964 Total 1,893,330 Less: interest (179,571 ) Present value of lease liabilities $ 1,713,759 Less: non-current portion (1,158,283 ) Present value of lease liabilities – current liability $ 555,476 |
LOAN
LOAN | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
LOAN | NOTE- 13 LOAN Schedule of loan March 31, 2023 December 31, 2022 Loan – A (i) 26,644 28,164 $ 26,644 $ 28,164 i) On August 17, 2021, the newly acquired subsidiary, Gorilla Networks Pte. Ltd., received a loan from a bank of SGD 50,000, approximately $ 35,937 for a term of 60 months until August 31, 2026 . The effective interest rate is 4.75 %. For the three months ended March 31, 2023 and 2022, the Company recognized the interest expense of $ 325 and $ 0 , respectively. |
SHAREHOLDERS_ DEFICIT
SHAREHOLDERS’ DEFICIT | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
SHAREHOLDERS’ DEFICIT | NOTE- 14 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 shares of common stock, $ 0.0001 par value per share, and 5,000,000 shares of preferred stock, $ 0.0001 par value per share. 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 March 31, 2023 and December 31, 2022, the Company had a total of 28,171,523 and 27,082,849 shares of its common stock issued and outstanding, respectively. On February 10, 2021, the Company effected a 750 for 1 stock split of the issued and outstanding shares of the Company’s common stock. The number of authorized shares and par value remain unchanged. All share and per share information in this financial statements and footnotes have been retroactively adjusted for the periods presented, unless otherwise indicated, to give effect to the forward stock split. On September 21, 2021, the Company effected a 1 for 2.5 stock split of the issued and outstanding shares of the Company’s common stock. The number of authorized shares and par value remain unchanged. All share and per share information in this financial statements and footnotes have been retroactively adjusted for the periods presented, unless otherwise indicated, to give effect to the reverse stock split. The forward stock split and reverse stock split described above had no effect on the stated value of the preferred stock, and the number of designated shares and outstanding shares of each series of preferred stock was unchanged in accordance with 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 shares of the Company's common stock (the "Firm Shares"), at a public offering price of $ 9.00 per share. Under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 45 days, to purchase an additional 236,111 shares of common stock (the "Option Shares") to cover over-allotments. The Company's common stock was listed on the Nasdaq Capital Market on November 9, 2021 and began trading on such date. The closing (the IPO Closing.) of the offering and sale of the Firm Shares and the sale of 236,111 Option Shares occurred on November 12, 2021. Aggregate gross proceeds from the closing related to the Firm Shares and the Option Shares was $ 26,000,001 and $ 2,124,999 , respectively. The Company incurred expenses of $ 2,677,846 in connection with the IPO. Upon the closing of the IPO, 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 three months ended March 31, 2023 and 2022, the Company issued 2,497 and 0 shares of its common stock in exchange for SOPA Technology Pte. Ltd.'s 0.08% non-controlling interest at $22,470 and valued it at par as there was no change in the control over the subsidiary. 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 3,484,845 shares including over-allotment (the "Shares") of the Company's common stock. Each Share was sold together with one Warrant to purchase one Share at a combined offering price of $3.30. During the three months ended March 31, 2023, no warrants were exercised. During the three months ended March 31, 2022 a total of 70,300 warrants were exercised in exchange for 160,000 shares of common stock for the value of $357,000. During the three months ended March 31, 2023 and 2022, the Company issued 196,078 and 116,000 shares of common stock to consultants in exchange for consulting services value at $ 546,500 and $ 338,760 , respectively. During the three months ended March 31, 2023 and 2022 109,156 and 25,444 shares of common stock to six of its employees as compensation valued at $ 113,500 and $ 86,469 , respectively. During the three months ended March 31, 2022, the Company issued 13,273 shares of common stock to Brugau Pte. Ltd. and Cory Bentley to make up for shortfalls in original issuances pursuant to the terms of the agreements with Brugau Pte Ltd and Cory Bentley, valued at $ 119,457 . In February 2022, the Company issued 226,629 shares of common stock in exchange for 100% non-controlling interest of its subsidiary New Retail Experience Incorporated, at $3.53 per share, total amounting to $800,000 and valued it at par as there was no change in the control over the subsidiary. Warrants In August 2019, the Company issued 21,000 warrants to purchase 21,000 shares of its common stock to one employee as compensation for his services to the Company, at a fair value of $17,500. Each warrant is convertible into one share of common stock at an exercise price of $0.0001 per share. 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 were fully exercised during the year ended December 31, 2020. In December 2020, the Company issued a certain number of warrants pursuant to the Series C-1 Subscription Agreement. Each redeemable warrant allows the holder to purchase one C-1 preferred stock at a price of $ 420 per share. The warrants shall be exercisable on or before December 31, 2020, 2021 and 2022. During the three months ended March, 2023, no warrants was issued. Below is a summary of the Company's issued and outstanding warrants as of Mach 31, 2023 and December 31, 2022: Schedule of Director's stock awards Warrants Weighted average exercise price Weighted Outstanding as of December 31, 2021 148,305 $ 20.57 4.88 Issued (a) 3,728,784 $ 3.28 2.92 Exercised (79,601 ) $ 3.28 0.5 Expired (3,560 ) $ 420 — Expired — — — Outstanding as of December 31, 2022 3,793,928 $ 3.565 3.05 Issued — — — Exercised — — — Expired — — — Outstanding as of March 31, 2023 3,793,928 $ 3.565 3.05 There is no intrinsic value for the warrants as of March 31, 2023 and December 31, 2022. (a) Common stock will be issued upon warrants exercise of the 3,649,484 warrants having no intrinsic value as of December 31, 2022. On April 19, 2021, the Company extended the expiry date of the Warrant issued to the Series C-1 Preferred Stockholder 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 the Series C-1 Preferred Stockholder 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 change 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. No additional warrants modification expense was recorded as of March 31, 2023 and December 31, 2022, respectively. 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 months 18 months Expected volatility 25 % 25 % Exercise price $ 1.4 $ 1.4 The Company considered 25% expected volatility from inception through the date of the Company public listing of its common stock. Director's Stock option On December 8, 2021, the Board of Directors approved a grant to Dennis Nguyen of a 10-year stock option to purchase 1,945,270 shares of common stock at an exercise price of $6.49 per share that are vested and are exercisable at any time. Schedule of Stock Option Schedule of warrants issued and outstanding Share option Weighted average exercise price Weighted 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 9.25 Granted — — — Exercised — — — Expired — — — Outstanding as of December 31, 2022 1,945,270 $ 6.49 9 The total fair value of options vested during the three months ended March 31, 2023 and 2022 was $ 0 and $ 303,990 respectively. The Company determined the fair value using the Black-Scholes option pricing model with the following assumptions for the three months ended March 31, 2023 and 2022: Schedule of Stock option assumptions December 8, 2021 Dividend rate 0 % Risk-free rate 1.52 % Weighted average expected life (years) 10 years Expected volatility 130 % Share price $ 6.49 Director's stock awards Schedule of Director's stock awards Stock awards Weighted average exercise price Weighted Unvested as of December 31, 2021 651,960 $ 7.65 1.67 years Issued — — Vested (325,980 ) 7.65 — Cancelled — — — Unvested as of December 31, 2022 325,980 $ 7.65 0.92 years Issued — — — Vested — — — Cancelled — — — Unvested as of March 31, 2023 325,980 $ 7.65 0.92 years Below are the unvested shares vesting schedule at future years: Schedule of Future years Year ended December 31 2023 325,980 Total 325,980 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 shares shall vest 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 three months ended March 31, 2023 and 2022, the Company recognized the amortization of stock compensation expense of $346,500 and $1,168,614, respectively. The remaining unamortized vesting expenses in 0.67 years which estimated with a cost of $346,500. |
PREFERRED STOCKS AND WARRANTS
PREFERRED STOCKS AND WARRANTS | 3 Months Ended |
Mar. 31, 2023 | |
Preferred Stocks And Warrants | |
PREFERRED STOCKS AND WARRANTS | NOTE- 15 PREFERRED STOCKS AND WARRANTS As of March 31, 2023 and December 31, 2022, the Company’s preferred stocks have been designated as follow: Schedule of Preferred stocks No. of shares Stated Value Series A Convertible Preferred Stock 10,000 $1,000 Series B Convertible Preferred Stock 10,000 $1,336 Series B-1 Convertible Preferred Stock 15,000 $2,917 Series C Convertible Preferred Stock 15,000 $5,763 Series C-1 Convertible Preferred Stock 30,000 $420 Series X Super Voting Preferred Stock 3,500 $0.0001 All of the Series A, B, B-1, C, and C-1 Preferred Shares were issued at a value of respective stated value per share. These all Series of Preferred Shares contain a conversion option, are convert into a fixed number of common shares or redeemable with the cash repayment at the liquidation, so as a result of this liquidation preference, under U.S GAAP, the Company has classified the all these Series of Preferred Shares within mezzanine equity in the consolidated balance sheet. Series X Super Voting Preferred Stock was issued a par value per share. This Series of Preferred Shares does not contain a conversion option, so as a result of this liquidation preference, under U.S GAAP, the Company has classified 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: (a) enter into a transaction or series of related transactions deemed to be a liquidation, dissolution or winding up of the Corporation, or voluntarily liquidate or dissolve; (b) authorize a merger, acquisition or sale of substantially all of the assets of the Company or any of its subsidiaries (other than a merger exclusively to effect a change of domicile of the Company to another state of the United States); (c) increase or decrease (other than decreases resulting from conversion of the Series A Preferred Stock) the authorized number of shares of the Company’s preferred stock or any series thereof, the number of shares of the Company’s common stock or any series thereof or the number of shares of any other class or series of capital stock of the Company; and (d) any repurchase or redemption of capital stock of the Company except any repurchase or redemption at cost upon the termination of services of a service provider to the Company or the exercise by the Company of contractual rights of first refusal as applied to such capital stock. Dividend Rights Conversion Rights Conversion Rights Liquidation Rights: Other Matters Series A Preferred Shares No Series A Preferred Stocks were issued during the three months ended March 31, 2023 and 2022. Upon the IPO Closing, all outstanding shares of Series A Preferred Stocks were automatically converted into 888,889 shares of the Company's common stock valued at $ 8,000,000 , equal to approximately $ 9 per share. As of March 31, 2023 and December 31, 2022, there were no shares of Series A Preferred Stocks issued and outstanding, respectively. Series B Preferred Stocks No Series B Preferred Stocks were issued during the three months ended March 31, 2023 and 2022. Upon the IPO Closing, all outstanding shares of Series B Preferred Stock were automatically converted into 764,400 shares of the Company's common stock valued at $ 3,412,503 , equal to approximately $4.46 per share. As of March 31, 2023 and December 31, 2022, there were no shares of Series B Preferred Stocks issued and outstanding, respectively. Series B-1 Preferred Shares There was no Series B-1 Preferred Stocks issued during the three months ended March 31, 2023 and 2022. During the year ended December 31, 2020, the Company issued 40 shares of its Series B-1 Preferred Stocks for the consulting services rendered valued at $ 116,680 , equal to approximately $ 2,917 per share. Upon the IPO Closing, all outstanding shares of Series B-1 Preferred Stocks were automatically converted into 48,000 shares of the Company's common stock valued at $ 466,720 , equal to approximately $ 9.72 per share. As of March 31, 2023 and December 31, 2022 , there were no shares of Series B-1 Preferred Stocks issued and outstanding, respectively. Series C Preferred Shares No Series C Preferred Stocks were issued during the three months ended March 31, 2023 and 2022. Upon the IPO Closing, all outstanding shares of Series C Preferred Stocks were automatically converted into 465,600 shares of the Company's common stock valued at $ 8,353,373 , equal to approximately $ 17.9 per share. As of March 31, 2023 and December 31, 2022, there were no shares of Series C Preferred Stocks issued and outstanding, respectively. Series C-1 Preferred Shares The Company accounts for warrants issued in accordance with the guidance on "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity" in Topic 480. These warrants did not meet the criteria to be classified as a liability award and therefore were treated as an equity award and classified the Series C-1 Preferred Stocks within mezzanine equity in the consolidated balance sheet. Upon the IPO Closing, all outstanding shares of Series C-1 Preferred Stocks were automatically converted into 4,195,200 shares of the Company's common stock valued at $ 5,536,832 , equal to approximately $ 1.21 per share. As of March 31, 2023 and December 31, 2022, there were no shares of Series C-1 Preferred Stocks issued and outstanding, respectively. Series X Super Voting Preferred Shares In August 2021, the Company created a new series of preferred stock titled "Series X Super Voting Preferred Stock", at par value, consisting of 2,000 shares. The Series X Super Voting Preferred Stock carries certain rights and privileges including but not limited to the right to 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. The Series X Super Voting Preferred Stock is accounted for as an equity classification. As of March 31, 2023 and December 31, 2022, there were 3,500 and 3,500 shares of Series X Super Voting Preferred Stocks issued and outstanding, respectively. |
TREASURY STOCKS
TREASURY STOCKS | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
TREASURY STOCKS | NOTE- 16 TREASURY STOCKS On January 25, 2023, the Board of Directors (“Board”) authorized a $ 2,000,000 share repurchase program. The following table presents information with respect to repurchases of common stock during the three months ended March 31, 2023 and 2022 : Schedule of repurchases of common stock Three Months ended March 31, 2023 2022 Aggregate common stock repurchased 511,760 — Weighted average price paid per share $ 1.0591 $ — Total Amount paid $ 541,988 $ — As of March 31, 2023, we had up to $ 1,458,012 of the share repurchase program available. Under the share repurchase program, repurchases can be made from time to time using a variety of methods, which may include open market purchases, privately negotiated transactions or otherwise, all in accordance with the rules of the SEC and other applicable legal requirements. The timing and amount of any shares of our common stock that are repurchased under the share repurchase program will be determined by our management based on market conditions and other factors. The share repurchase program does not obligate us to acquire any particular amount of common stock, and may be modified, suspended or discontinued at any time or from time to time at our discretion. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE- 17 INCOME TAXES For the three months ended March 31, 2023 and 2022, the local (“Nevada”) and foreign components of loss before income taxes were comprised of the following: Schedule of provision for income taxes Three Months ended March 31, 2023 2022 Tax jurisdiction from: - Local $ 3,902,769 $ 5,716,178 - Foreign 1,486,830 873,925 Loss before income taxes $ 5,389,599 $ 6,590,103 The provision for income taxes consisted of the following: Schedule of provision for income taxes Three months ended March 31, 2023 2022 Current: - United States $ — $ — - Singapore — — - Vietnam — — - India 614 1,302 Deferred: - United States — — - Singapore — — - Vietnam — — - India — — Income tax expense $ 614 $ 1,302 The effective tax rate in the years presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rate. The Company operates in various countries: Singapore and Vietnam that are subject to taxes in the jurisdictions in which they operate, as follows: United States The Company is registered in the Nevada and is subject to the tax laws of United States. As of March 31, 2023, the operation in the U.S. incurred $ 28,165,554 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards has no expiration. The Company has provided for a full valuation allowance against the deferred tax assets of $ 5,914,766 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future. 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, 2022, the operation in the Singapore incurred $ 6,343,259 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards has no expiration. The Company has provided for a full valuation allowance against the deferred tax assets of $ 1,078,354 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future. Vietnam The Company’s subsidiary operating in Vietnam is subject to Vietnam Income Tax at a standard income tax rate of 20 % during its tax year. As of March 31, 2023, the operation in Vietnam incurred $ 3,593,503 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards begin to expire in 2026, if unutilized. The Company has provided for a full valuation allowance against the deferred tax assets of $ 718,701 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future. India The Company’s subsidiary operating in India is subject to the India Income Tax at a standard income tax rate of 25 % during its tax year. As of March 31, 2023, the operation in the India incurred $ 2,438 of net operating gain. The Company has provided for a full tax effect allowance against the current and deferred tax expenses of $ 610 . Indonesia The Company's subsidiary is registered in Indonesia and is subject to the tax laws of Indonesia. As of March 31, 2023, the Company's subsidiary operations in Indonesia incurred $ 543,166 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards have no expiration. The Company has provided for a full valuation allowance against the deferred tax assets of $ 119,497 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future. Philippines The Company's subsidiary is registered in the Philippines and is subject to the tax laws of the Philippines. As of March 31, 2023, the Company's subsidiary operations in Philippines incurred $ 776,641 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards have no expiration. The Company has provided for a full valuation allowance against the deferred tax assets of $ 194,160 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future. Thailand The Company's subsidiary is registered in Thailand and is subject to the tax laws of Thailand. As of March 31, 2023, the Company's subsidiary operations in Thailand incurred $ 714,331 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards have no expiration. The Company has provided for a full valuation allowance against the deferred tax assets of $ 142,866 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future. Malaysia The Company's subsidiary is registered in Malaysia and is subject to the tax laws of Malaysia. As of March 31, 2023, the operation in the Malaysia incurred $ 2,708 of net operating gain. The Company has provided for a full tax effect allowance against the current and deferred tax expenses of $ 650 . 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 March 31, 2023 and December 31, 2022 consist of the following: Schedule of Deferred Tax Assets and Liabilities Schedule of Deferred Tax Assets and Liabilities March 31, 2023 December 31, 2022 Deferred tax assets: Software intangibles (U.S) $ 150,465 $ 261,555 Deferred Stock Compensation (U.S.) 5,864,670 7,539,329 ROU net liability — 248 Net operating loss carryforwards - United States 5,914,766 4,791,994 - Singapore 1,078,354 975,690 - Vietnam 718,701 563,376 - India — — - Philippines 194,160 144,211 - Indonesia 119,497 85,450 - Thailand 142,866 139,940 - Malaysia — — 14,183,479 14,503,793 Less: valuation allowance (14,183,479 ) (14,503,793 ) 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% tax on certain income of controlled foreign corporations. We have elected to account for GILTI as a period cost if and when occurred, rather than recognizing deferred taxes for basis differences expected to reverse. The Company is subject to taxation in the U.S. and various foreign jurisdictions. U.S. federal income tax returns for 2018 and after remaining 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 March 31, 2023 and December 31, 2022, the Company does no t have any unrecognized tax benefits, and continues to monitor its current and prior tax positions for any changes. The Company recognizes penalties and interest related to unrecognized tax benefits as income tax expense. For the three months ended March 31, 2023 and 2022, there were no penalties or interest recorded in income tax expense. |
PENSION COSTS
PENSION COSTS | 3 Months Ended |
Mar. 31, 2023 | |
Retirement Benefits [Abstract] | |
PENSION COSTS | NOTE- 18 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 three months ended March 31, 2023 and 2022, $ 92,206 and $ 8,090 contributions were made accordingly. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE- 19 RELATED PARTY TRANSACTIONS From time to time, a shareholder and director of the Company advanced funds to the Company for working capital purposes. Those advances are unsecured, non-interest bearing and due on demand. The Company paid and accrued to the director and key management personnel, the total salaries of $ 242,500 and $ 0 and $ 214,843 and $ 3,520 during the three months ended March 31, 2023 and 2022, respectively. The Company issued 159,032 and 363,868 shares of Common stock, at the price of $ 552,522 and $ 2,783,594 for the stock based compensation to a key management personnel during the years ended March 31, 2023 and 2022, respectively. The Company accrued 352,845 shares to directors and key management personnel, the total share option of $ 1,560,351 and $ 0 during the years ended March 31, 2023 and 2022, respectively. The Company subsidiary paid their sole officer, total professional fee of $ 2,624 and $ 4,448 during the three months ended March 31, 2023 and 2022, respectively. The Company paid and accrued to its shareholders, total professional fee of $ 200,000 and $ 0 and $ 155,417 and $ 33,851 during the three months ended March 31, 2023 and 2022, respectively. Including in the above the Company issued 196,078 shares of $ 200,000 and $ 0 during the three months ended March 31, 2023 and 2022, respectively. Apart from the transactions and balances detailed elsewhere in these accompanying consolidated unaudited condensed financial statements, the Company has no other significant or material related party transactions during the periods presented. |
CONCENTRATIONS OF RISK
CONCENTRATIONS OF RISK | 3 Months Ended |
Mar. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS OF RISK | NOTE- 20 CONCENTRATIONS OF RISK The Company is exposed to the following concentrations of risk: (a) Major customers For the three months ended March 31, 2023 and 2022, respectively, the customer who accounted for 10% or more of the Company’s revenues and its outstanding receivable balances, are presented as follows: Schedule of concentrations of risk Three months ended March 31, 2023 March 31, 2023 Customer Revenues Percentage of revenues Accounts receivable Customer A $ 952,665 46.64 % $ 321,094 Year ended March 31, 2022 March 31, 2022 Customer Revenues Percentage of revenues Accounts receivable Customer A $ — — $ — (b) Major vendors For the three months ended March 31, 2023 and 2022, there is no vendor accounts for 10% or more of the Company’s cost of revenue. (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 affecting 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, PHP, INR, IDR, MYR and THB and a significant portion of the assets and liabilities are denominated in VND, SGD, INR, IDR, MYR and THB. 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, PHP, INR, IDR, MYR and THB. If VND, SGD, PHP, INR, IDR, MYR and THB depreciate against US$, the value of VND, SGD, PHP, INR IDR, MYR and THB revenues and assets as expressed in US$ financial statements will decline. The Company does not hold any derivative or other financial instruments that expose us 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 Vietnam, and by the general state of Vietnam economy. The Company's operations in 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 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 | 3 Months Ended |
Mar. 31, 2023 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE- 21 COMMITMENTS AND CONTINGENCIES Acquisition On December 27, 2022, the Company entered into stock purchase agreement with PT Wahana Cerita Indonesia to acquire 100 % equity interest for an aggregate purchase price equal to US$ 10,000 and the number of Company’s shares of restricted common stock equal to $ 25,000 . |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE- 22 SUBSEQUENT EVENTS In accordance with ASC Topic 855, " Subsequent Events On April 11, 2023, the Company and its subsidiary entered into stock purchase agreement with Mekong Leisure Travel Joint Stock Company to acquire 100% equity interest for an aggregate purchase price equal to US$164,149 with the component of cash and number of Company’s common stock. On April 17, 2023, the Company On May 1, 2023, Patrick Soetanto, 51, transitioned to the role of, and was appointed as, Chief Operating Officer of Society Pass Incorporated (“SOPA”) replacing Pamela Aw-Young who resigned as Chief Operating Officer on May 1, 2023. Ms. Aw-Young will continue to work with SOPA on special projects related to acquisitions. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation | • Basis of presentation The Company has prepared the accompanying unaudited condensed financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") for interim financial reporting. These financial statements are unaudited and, in our opinion, include all adjustments consisting of normal recurring adjustments and accruals necessary for a fair presentation of our condensed balance sheets, statements of operations and other comprehensive loss, statements of stockholders' deficit and cash flows for the periods presented. Operating results for the periods presented are not necessarily indicative of the results that may be expected for any subsequent quarter or for the full year ending December 31, 2023 due to various factors. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States ("GAAP") have been omitted in accordance with the rules and regulations of the SEC. These condensed consolidated financial statements should be read in conjunction with the 2022 audited financial statements and accompanying notes filed with the SEC. |
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”) 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 condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the years reported. Actual results may differ from these estimates. If actual results significantly differ from the Company's estimates, the Company's financial condition and results of operations could be materially impacted. Significant estimates in the period include the allowance for doubtful accounts on accounts receivable, the incremental borrowing rate used to calculate right of use assets and lease liabilities, valuation and useful lives of intangible assets, impairment of long-lived assets, valuation of common stock and stock warrants, stock option valuations, imputed interest on amounts due to related parties, inventory valuation, revenue recognition, the allocation of purchase consideration in business combinations, and deferred tax assets and the related valuation allowance. |
Basis of consolidation | • Basis of consolidation The condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company balances and transactions have been eliminated upon consolidation. |
Business combination | • Business combination The Company follows Accounting Standards Codification ("ASC") ASC Topic 805, Business Combinations Consolidation |
Noncontrolling interest | • Noncontrolling interest The Company accounts for noncontrolling interests in accordance with ASC Topic 810, 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 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 unaudited condensed consolidated financial statements. The Company currently operates in four reportable operating segments: (i) Online Grocery and Food and Groceries Deliveries, (ii) Digital marketing, (iii) Online ticketing and reservation, (iv) Telecommunications Reseller, (v) e-Commerce, and (vi) Merchant Point of Sale ("merchant POS"). |
Cash and cash equivalents | • Cash and cash equivalents Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. As of March 31, 2023 and December 31,2022, the cash and cash equivalents excluded restricted cash amounted to $ 13,755,377 and $ 18,930,986 , respectively. The Company currently has bank deposits with financial institutions in the U.S. which exceed FDIC insurance limits. FDIC insurance provides protection for bank deposits up to $ 250,000 , so there were uninsured balance of $ 6,295,886 and $ 10,431,681 as of March 31, 2023 and December 31, 2022, respectively. In addition, the Company has uninsured bank deposits of $ 6,879,654 and $$ 12,032,534 with a financial institution outside the U.S as of March 31, 2023 and December 31, 2022, respectively. All uninsured bank deposits are held at high quality credit institutions. |
Restricted cash | • Restricted cash Restricted cash refers to cash that is held by the Company for specific reasons and is, therefore, not available for immediate ordinary business use. The restricted cash represented fixed deposit maintained in bank accounts that are pledged. As of March 31, 2023 and December 31, 2022 , the restricted cash amounted to $ 72,564 and $ 72,350 , respectively. |
Accounts receivable | • Accounts receivable Accounts receivables are recorded at the amounts that are invoiced to customers, do not bear interest, and are due within contractual payment terms, generally 30 to 90-days from completion of service or the delivery of a product. Credit is extended based on an evaluation of a customer's financial condition, the customer's creditworthiness 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. Quarterly, 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 records bad debt expense and records an allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For receivables that are past due or not being paid according to payment terms, appropriate actions are taken to pursue all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance for doubtful accounts after all means of collection have been exhausted and the potential for recovery is considered remote. Currently, the Company does not have any off-balance-sheet credit exposure related to its customers, and as of both March 31, 2023 and December 31, 2022, there was no need for allowance for doubtful accounts. |
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 three months ended March 31, 2023 and 2022, the Company recorded an allowance for obsolete inventories of $ 0 and $ 0 , respectively. The inventories amounted to $ 229,010 and $ 310,932 at March 31, 2023 and December 31, 2022, respectively. |
Prepaid expenses | • Prepaid expenses Prepaid expenses represent payments made in advance for products or services to be received in the future and are amortized to expense on a ratable basis over the future period to be benefitted by that expense. Since the Company has prepaid expenses categorized as both current and non-current assets, the benefits associated with the products or services are considered current assets if they are expected to be used during the next twelve months and are considered non-current assets if they are expected to be used over a period greater than one year. |
Property, plant and equipment | • Property, plant and equipment Plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values: Schedule of Expected useful life Expected useful lives Computer equipment 3 years Office equipment 5 years Renovation 5 years 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 (Topic 606) ("ASU 2014-09"). Under ASU 2014-09, the Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: • Identify the contract with a customer; • Identify the performance obligations in the contract; • Determine the transaction price; • Allocate the transaction price to performance obligations in the contract; and • Recognize revenue as the performance obligation is satisfied. The Company generates its revenues from a diversified a mix of e-commerce activities that correspond to our four business segments (business to consumer or "B2C"), grocery and food delivery (B2C), telecommunication reseller (B2C) and the services providing to merchants for their business growth (business to business or "B2B"). The Company's performance obligations include providing connectivity between merchants and consumers, generally through an online ordering platform. The platform allows merchants to create an account, display a menu and track their sale reports on the merchant facing application. The platform also allows the consumers to create an account and order from merchants on the consumer facing application. The platform allows a delivery company to accept an online delivery request and deliver or ship an order from a merchant to customer. Lifestyle The Company has developed an online lifestyle platform (the "Lifestyle Platform") under its own brand name of "Leflair" to enable consumers to purchase high-end brands in many categories. Using the Company's smart search engine, consumers search or review their favorite brands among hundreds of choices in various categories, including Apparel, Bags & Shoes, Accessories, Health & Beauty, Home & Lifestyle, International, Women, Men and Kids & Babies categories. The Lifestyle Platform also allows customers to order from hundreds of vendor choices with personalized promotions based on their individual purchase history and location. The platform has also partnered with a Vietnam-based delivery company, Amilo, 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 can collect their purchases at the Company's logistics center. Grocery and Food Delivery Other online platforms include online platforms in Vietnam, under the brand name of "Handycart", and Philippines, under the brand names of "Pushkart" and "Mangan", to enable the consumers to purchase meals from restaurants and food from local grocery and food merchants and deliver to them in their area. Telecommunications The Company operates a Singapore-based online telecommunication reseller platform under brand name of "Gorilla" to enable the consumers to subscribe local mobile data and overseas internet data in different subscription package. Established in Singapore in 2019, Gorilla utilizes blockchain and Web3 technology to operate a MVNO for its users in South East Asia (SEA). With network coverage to over 150 countries, Gorilla offers a full suite of mobile communication services such as local calls, international roaming, data, and SMS texting. Digital Media The acquisition of a digital media platform, TMG, amplifies the reach and engagement of the Company's e-commerce ecosystem and retail partners. Originally founded in 2010, TMG today creates and distributes digital advertising campaigns across its multi-channel network in both SEA and the US. With its intimate knowledge of local markets, digital marketing technology tools and social commerce business focus, advertisers leverage TMG's wide influencer network throughout SEA to market and sell advertising inventory exclusively with specific placement and effect. As a result, Thoughtful Media's content creator partners earn a larger share of advertising revenues from international consumer brands. Thoughtful Media's data-rich multi-channel network has uploaded over 675,000 videos with over 80 billion video views. The current network of 263 YouTube channels has onboarded over 85 million subscribers with an average monthly viewership of over 600 million views. Travel The Company purchased the Nusatrip Group, a leading Jakarta-based Online Travel Agency ("OTA") in Indonesia and across SEA. The NusaTrip acquisition extended SoPa's business reach into SEA regional travel industry and marked the Company's first foray into Indonesia. Established in 2013 as the first Indonesian OTA accredited by the International Air Transport Association, NusaTrip pioneered offering a comprehensive range of airlines and hotels to Indonesian corporate and retail customers. With its first mover advantage, NusaTrip has onboarded over 1.2 million registered users, over 500 airlines and over 200,000 hotels around the world as well as connected with over 80 million unique visitors. The Company's e-Commerce business 1) When a customer places an order on either the Leflair website or app, a sales orders report will be generated in the system. The Company will either fulfill this order from its inventory or purchase the item from the manufacturer or distributor. Once the Company has the item in its distribution center, it will contract with a logistics partner delivered to the end customer. The sale is recognized when the delivery is completed by the logistics partner 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 any product warranty. The Company is considered the principal in this e-commerce transaction and reports revenue on a gross basis as the Company establishes the price of the product, has responsibility for fulfillment of the order and retains the risk of collection. During the three months ended March 31, 2023 and 2022, the Company generated revenue of $ 223,517 and $ 434,141 respectively, in the Lifestyle sector. The Company's Merchant POS Software sales consist of: 1) Subscription fees consist of the fees that the Company charge merchants to obtain access to 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 three months ended March 31, 2023 and 2022, the Company generated revenue of $ 195 and $ 10,949 , respectively, from software fees. 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 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 are present in the arrangement, revenue is recognized net of related direct costs since in these instances we act as an agent. Software subscription fee — The Company's performance obligation includes providing customer access to our 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 the customer is 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 automatic one-year renewal. 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. Grocery and food delivery Customers place order for groceries and take-out food through our online platforms of "Pushkart" and "Handcart" respectively. When the grocery or food merchant receives and order, our platform will assign a third-party delivery service to pick up and deliver the grocery and/or food order to the customer. Revenue is recognized when the grocery and/or food is delivered, at which time the customer pays for the grocery and /or food order with cash, at Net of merchant cost. During the three months ended March 31, 2023 and 2022, the Company generated revenue of $ 34,085 and $ 0 , respectively, from this stream. As a telecommunication reseller Local mobile plan - customers choose and subscribe to a monthly local mobile plan through our "Gorilla" online platform. The Company will proceed to register the sim card (effectively, the mobile telephone number activation card) and arrange delivery of that Sim card to the customer. Following Sim card activation, the system will capture the monthly data usage of each customer, calculated in accordance with the package data capacity and monthly subscription rate, which amounts are aggregated and recorded as revenue. Unused data will be converted to Rewards Points and carried forward to next month for potential subsequent data usage. As a result of the rewards points, the company also recognize revenue from Rewards Point redemption for subscription fees offset, voucher redemption, extra data purchases, that the customer chooses to use via our online platform. Overseas internet data plan – a customer will place order for their desired overseas internet data plan through either the "Gorilla" online platform or third-party partner platforms. Subscription revenue is recognized when the Sim card is delivered and activated. During the three months ended March 31, 2023 and 2022, the Company generated revenue of $ 14,302 and $ 0 , respectively, from telecommunications. Digital marketing The Company is required to establish as Multi-Channel Network (MCN) for YouTube Creators and fulfilled the basic MCN guidelines on timely basis. The Company engages the creator in contract as a platform to nurture the creator in brainstorming creative content ideas, coaching on growing their audience size and connection with top brands. During the three months ended March 31, 2023 and 2022, the Company generated revenue of $ 1,283,774 and $ 0 , respectively, from this stream. Online ticketing and reservation The Company's revenues are substantially reported on a net basis as the travel supplier is primarily responsible for providing the underlying travel services and the Company does not control the service provided by the travel supplier to the traveler. Revenue from air ticketing services, air ticket commission, hotel reservation and refund margin are substantially recognized at a point of time when the performance obligations that are satisfied. During the three months ended March 31, 2023 and 2022, the Company generated revenue of $ 486,707 and $ 0 , respectively, from this stream. Contract assets In accordance with ASC Topic 606, a contract asset arises when the Company transfers a good or performs a service in advance of receiving consideration from the customer as agreed upon. A contract asset becomes a receivable once the Company's right to receive consideration becomes unconditional. There were contract assets balance was $ 5,071 and $ 20,310 on March 31, 2023 and December 31, 2022, respectively. Contract liabilities In accordance with ASC Topic 606, a contract liability represents the Company's obligation to transfer goods or services to a customer when the customer prepays for a good or service 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 $ 1,264,725 and $ 1,405,090 on March 31, 2023 and December 31, 2022, respectively. |
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, Software, the Company capitalizes costs associated with the acquisition or development of major software for internal and external use in the balance sheet. These capitalized software costs are ratably amortized over the period of the software's estimated useful life. 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 arising from the development of the Company's own software are charged to operations as incurred. For the three months ended March 31, 2023, and 2022, software development costs were $ 13,919 and $ 19,548 , respectively. 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 have, to date, been immaterial and have been expensed as incurred. |
Cost of sales | • Cost of sales Cost of sales under online ordering consist of the cost of merchandise ordered by the consumers and the related shipping and handling costs, which are directly attributable to the sales of online ordering. Cost of sales related to software sales consist of the cost of software and payroll costs, which are directly attributable to the sales of software. Cost of sales related to hardware sales consist of the cost of hardware and payroll costs, which are directly attributable to the sales of hardware. Cost of sales related to grocery and food delivery consist of the cost of the outsourced delivery and the outsource payment gateway, which are directly attributable to the sales of grocery and food delivery. Cost of sales related to our telecommunication data reseller segment consist of the cost of the primary telecommunication service, which are directly attributable to the sales of telecommunication data. Cost of sales under digital marketing consist of the cost of primary digital marketing service, which are directly attributable to the sales of digital marketing. |
Shipping and handling costs | • Shipping and handling costs No shipping and handling costs are associated with the distribution of the products to the customers since those costs are borne by the Company's suppliers or distributors for our merchant POS business. The shipping and handling costs for all segments other than our e-commerce segment are recorded net in sales. For shipping costs related to our e-commerce business, those shipping costs 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 $ 130,664 and $ 196,102 for the three months ended March 31, 2023 and 2022, respectively. |
Product warranties | • Product warranties The Company's provision for estimated future warranty costs is based upon the 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 March 31, 2023 and December 31, 2022. 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, although it looks at this issue every quarter to continue to support its assertion. |
Income tax | • Income tax The Company adopted the ASC 740 Income Tax The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary. In addition to U.S. income taxes, the Company and its wholly-owned foreign subsidiary, is subject to income taxes in the jurisdictions in which it operates. Significant judgment is required in determining the provision for income tax, there may be transactions and calculations 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. |
Foreign currencies translation and transactions | • Foreign currencies translation and transactions The reporting currency of the Company is the United States Dollar ("US$") and the accompanying consolidated unaudited condensed financial statements have been expressed in US$s. In addition, the Company's subsidiary is operating in the Republic of Vietnam, Singapore, India and Philippines and maintains its books and record in its local currency, Vietnam Dong ("VND"), Singapore Dollar ("SGD"), Indian Rupee ("INR"), Philippines Pesos ("PHP"), Malaysian Ringgit ("MYR), Thailand Baht ("THB") and Indonesian Rupiah ("IDR"), respectively, which are the functional currencies in which the subsidiary's operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$s, in accordance with ASC Topic 830, "Translation of Financial Statement" ("ASC 830") using the applicable exchange rates on the balance sheet date. Shareholders' equity is translated using historical rates. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from the translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income (loss) within the unaudited condensed statements of changes in shareholder's equity. Schedule of Foreign currencies translation and transactions Translation of amounts from SGD into US$ has been made at the following exchange rates for the three months ended March 31, 2023 and 2022: Schedule of Foreign currencies translation and transactions March 31, 2023 March 31, 2022 Period-end SGD:US$ exchange rate $ 0.7521 $ 0.73848 Period average SGD:US$ exchange rate $ 0.7500 $ 0.73928 Translation of amounts from VND into US$ has been made at the following exchange rates for the three months ended March 31, 2023 and 2022: March 31, 2023 March 31, 2022 Period-end VND:US$ exchange rate $ 0.000043 $ 0.000044 Period average VND:US$ exchange rate $ 0.000042 $ 0.000044 Translation of amounts from INR into US$ has been made at the following exchange rates for the three months ended March 31, 2023 and 2022: March 31, 2023 March 31, 2022 Period-end INR:US$ exchange rate $ 0.01217 $ 0.01322 Period average INR:US$ exchange rate $ 0.01216 $ 0.01329 Translation of amounts from PHP into US$ has been made at the following exchange rates for the three months ended March 31, 2023 and 2022: March 31, 2023 March 31, 2022 Period-end PHP:US$ exchange rate $ 0.01841 $ N/A Period average PHP:US$ exchange rate $ 0.01823 $ N/A Translation of amounts from THB into US$ has been made at the following exchange rates for the three months ended March 31, 2023 and 2022: March 31, 2023 March 31, 2022 Period-end THB:US$ exchange rate $ 0.02925 $ N/A Period average THB:US$ exchange rate $ 0.02944 $ N/A Translation of amounts from MYR into US$ has been made at the following exchange rates for the three months ended March 31, 2023 and 2022: March 31, 2023 March 31, 2022 Period-end MYR:US$ exchange rate $ 0.22646 $ N/A Period average MYR:US$ exchange rate $ 0.22777 $ N/A Translation of amounts from IDR into US$ has been made at the following exchange rates for the three months ended March 31, 2023 and 2022: March 31, 2023 March 31, 2022 Period-end IDR:US$ exchange rate $ 0.000067 $ N/A Period average IDR:US$ exchange rate $ 0.000066 $ N/A 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. |
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 three months ended March 31, 2023 and 2022, 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 Three months ended March 31, 2023 2022 Net loss attributable to Society Pass Incorporated $ (5,294,927 ) $ (6,548,378 ) Weighted average common shares outstanding – Basic and diluted 27,082,849 21,892,111 Net loss per share – Basic and diluted $ (0.20 ) $ (0.30 ) 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 Three months ended March 31, 2023 2022 Options to purchase common stock (a) 1,945,270 1,945,270 Warrants granted to underwriter 3,803,229 3,803,229 Warrants granted with Series C-1 Convertible Preferred Stock (b) 1,068,000 1,068,000 Total of common stock equivalents 6,816,499 6,816,499 (a) The Board of Directors have approved a 10-year stock option at an exercise price of $6.49 per share that will be exercisable at any time. (b) 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 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. 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 March 31, 2023 and December 31, 2022, the Company recorded the right of use asset of $ 1,708,658 and $ 1,537,670 respectively. |
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 The Company follows ASC Topic 718, Compensation—Stock Compensation |
Warrants | • Warrants In connection with certain financing, consulting and collaboration arrangements, the Company has issued warrants to purchase shares of its preferred 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 pricing model to estimate the grant date fair value of the 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 (the accounting treatment for common stock issuance costs). All other warrants are recorded at the grant date fair value as an expense over the requisite service period, or at the date of issuance if the warrants vest immediately. |
Related parties | • Related parties The Company follows ASC 850-10, Related Party Disclosures Pursuant to ASC 850, 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 ASC 825, Financial Instruments The unaudited condensed consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required by ASC 850. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. |
Commitments and contingencies | • Commitments and contingencies The Company follows the ASC 450, 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 unaudited condensed 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, 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 if the current level of facts and circumstances changes in the future. |
Fair value of financial instruments | • Fair value of financial instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, accounts receivable, deposits, prepayments and other receivables, contract liabilities, accrued liabilities and other payables, amounts due to related parties and operating lease liabilities, approximate their fair values because of the short maturity of these instruments. |
Recent Accounting Pronouncements | • Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board ("FASB") or other standard setting bodies and adopted by the Company as of the specified effective date. All other recently issued, but not yet effective, 2023 Accounting Standards Updates are not expected to have an effect on the Company. |
DESCRIPTION OF BUSINESS AND O_2
DESCRIPTION OF BUSINESS AND ORGANIZATION (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 United States , January 24, 2019 IP Licensing US$1 100 % SOPA Cognitive Analytics Private Limited India February 5, 2019 Computer sciences consultancy and data analytics INR 1,238,470 100 % SOPA Technology Pte. Ltd. Singapore, June 4, 2019 Investment holding SGD 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 SGD 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 7, 2021 Investment holding US$1 100 % SOPA Capital Limited United Kingdom December 07, 2021 Investment holding GBP 1 100 % SOPA (Phil) Incorporated Philippines Jan 11, 2022 Investment holding PHP 11,000,000 100 % New Retail Experience Incorporated Philippines Jan 16, 2020 On-line Grocery delivery platform PHP 3,750,000 100 % Dream Space Trading Co Ltd Vietnam May 23, 2018 On-line Grocery and food delivery platform VND 500,000,000 100 % Push Delivery Pte Ltd Singapore January 7, 2022 Investment holding US$2,000 100 % Gorilla Networks Pte. Ltd. Singapore September 3, 2019 Investment holding US$2,620,000 and SGD 730,000 100 % Gorilla Connect Pte. Ltd. Singapore May 18, 2022 Telecommunications resellers SGD 100 100 % Gorilla Mobile Singapore Pte. Ltd. Singapore August 6, 2020 Telecommunications resellers SGD 100 100 % Gorilla Networks (VN) LLC Vietnam December 16, 2020 Telecommunications resellers VND 233,000,000 100 % Thoughtful Media Group Incorporated United States June 28, 2022 Investment holding US$10 100 % Thoughtful (Thailand) Co. Ltd Thailand September 2, 2014 Digital marketing THB 2,000,000 99.75 % AdActive Media CA Inc. United States April 12, 2010 Digital marketing Preferred: US$1,929.1938 100 % PT Tunas Sukses Mandiri Indonesia February 8, 2010 Online ticketing and reservation IDR 26,000,000 99 % Nusatrip Malaysia Sdn Bhd Malaysia March 1, 2017 Online ticketing and reservation MYR 52,000 99 % Nusatrip Singapore Pte Ltd Singapore December 6, 2016 Online ticketing and reservation SGD 212,206 99 % Nusatrip International Pte Ltd Singapore January 9, 2015 Online ticketing and reservation SGD 905,006.51 99 % |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Expected useful life | Schedule of Expected useful life Expected useful lives Computer equipment 3 years Office equipment 5 years Renovation 5 years |
Schedule of Foreign currencies translation and transactions | Schedule of Foreign currencies translation and transactions March 31, 2023 March 31, 2022 Period-end SGD:US$ exchange rate $ 0.7521 $ 0.73848 Period average SGD:US$ exchange rate $ 0.7500 $ 0.73928 Translation of amounts from VND into US$ has been made at the following exchange rates for the three months ended March 31, 2023 and 2022: March 31, 2023 March 31, 2022 Period-end VND:US$ exchange rate $ 0.000043 $ 0.000044 Period average VND:US$ exchange rate $ 0.000042 $ 0.000044 Translation of amounts from INR into US$ has been made at the following exchange rates for the three months ended March 31, 2023 and 2022: March 31, 2023 March 31, 2022 Period-end INR:US$ exchange rate $ 0.01217 $ 0.01322 Period average INR:US$ exchange rate $ 0.01216 $ 0.01329 Translation of amounts from PHP into US$ has been made at the following exchange rates for the three months ended March 31, 2023 and 2022: March 31, 2023 March 31, 2022 Period-end PHP:US$ exchange rate $ 0.01841 $ N/A Period average PHP:US$ exchange rate $ 0.01823 $ N/A Translation of amounts from THB into US$ has been made at the following exchange rates for the three months ended March 31, 2023 and 2022: March 31, 2023 March 31, 2022 Period-end THB:US$ exchange rate $ 0.02925 $ N/A Period average THB:US$ exchange rate $ 0.02944 $ N/A Translation of amounts from MYR into US$ has been made at the following exchange rates for the three months ended March 31, 2023 and 2022: March 31, 2023 March 31, 2022 Period-end MYR:US$ exchange rate $ 0.22646 $ N/A Period average MYR:US$ exchange rate $ 0.22777 $ N/A Translation of amounts from IDR into US$ has been made at the following exchange rates for the three months ended March 31, 2023 and 2022: March 31, 2023 March 31, 2022 Period-end IDR:US$ exchange rate $ 0.000067 $ N/A Period average IDR:US$ exchange rate $ 0.000066 $ N/A |
Schedule of computation of diluted net loss per share | Schedule of computation of diluted net loss per share Three months ended March 31, 2023 2022 Net loss attributable to Society Pass Incorporated $ (5,294,927 ) $ (6,548,378 ) Weighted average common shares outstanding – Basic and diluted 27,082,849 21,892,111 Net loss per share – Basic and diluted $ (0.20 ) $ (0.30 ) |
Schedule of Common stock issued | Schedule of Common stock issued Three months ended March 31, 2023 2022 Options to purchase common stock (a) 1,945,270 1,945,270 Warrants granted to underwriter 3,803,229 3,803,229 Warrants granted with Series C-1 Convertible Preferred Stock (b) 1,068,000 1,068,000 Total of common stock equivalents 6,816,499 6,816,499 |
REVENUE (Tables)
REVENUE (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue | |
Schedule of Revenue | Schedule of Revenue Three months ended March 31, 2023 2022 Sales – online ordering $ 257,602 $ 434,141 Sales – digital marketing 1,283,774 — Sales – online ticketing and reservation 486,707 — Sales – data 14,302 — Software subscription sales 195 10,949 $ 2,042,580 $ 445,090 |
Schedule of Contract liabilities | Schedule of Contract liabilities March 31, 2023 December 31, 2022 Contract liabilities, brought forward $ 1,405,090 $ 25,229 Add: recognized as deferred revenue 1,264,725 1,405,090 Less: recognized as revenue (1,405,090 ) (25,229 ) Contract liabilities, carried forward $ 1,264,725 $ 1,405,090 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting | Schedule of Segment Reporting Three months ended March 31, 2023 Online F&B and Groceries Deliveries Digital Marketing Online Ticketing and reservation e-Commerce Telecommunication Reseller Merchant POS Total Revenue from external customers Sales – online ordering 34,085 — — 223,517 — — 257,602 Sales – digital marketing — 1,283,774 — — — — 1,283,774 Sales – online ticketing and reservation — — 486,707 — — — 486,707 Sales – data — — — — 14,302 — 14,302 Software sales — — — — — 195 195 Total revenue 34,085 1,283,774 486,707 223,517 14,302 195 2,042,580 Cost of sales: Cost of online ordering (33,266 ) — — (201,980 ) — — (235,246 ) Cost of digital marketing — (964,161 ) — — — — (964,161 ) Cost of online platform — — (76,477 ) — — — (76,477 ) Cost of data — — — — (18,646 ) — (18,646 ) Software cost — — — (60,548 ) — (1,265 ) (61,813 ) Total cost of revenue (33,266 ) (964,161 ) (76,477 ) (262,528 ) (18,646 ) (1,265 ) (1,356,343 ) Gross income (loss) 819 319,613 410,230 (39,011 ) (4,344 ) (1,070 ) 686,237 Operating Expenses Sales and marketing expenses (1,709 ) (7,994 ) (75,928 ) (44,981 ) (52 ) — (130,664 ) Software development costs — — — — — (13,919 ) (13,919 ) Impairment loss — — — — — — — Depreciation (4,568 ) (1,257 ) (28,340 ) (7,750 ) — (22,002 ) (63,917 ) Amortization — — — — — (800,000 ) (800,000 ) General and administrative expenses, net of depreciation and amortisation (103,279 ) (233,481 ) (532,856 ) (230,332 ) (43,820 ) (3,984,201 ) (5,127,969 ) Total operating expenses (109,556 ) (242,732 ) (637,124 ) (283,063 ) (43,872 ) (4,820,122 ) (6,136,469 ) Loss from operations (108,737 ) 76,881 (226,894 ) (322,074 ) (48,216 ) (4,821,192 ) (5,450,232 ) Other income (expense) Gain from early lease termination — 1,064 — — — — 1,064 Interest income 4 — 824 523 — 38,635 39,986 Interest expense (27 ) — — — (325 ) — (352 ) JV income 3,148 — — — — — 3,148 Warrant modification expense — — — — — — — Other income 39 31 934 436 12,471 2,876 16,787 Total other income (expense) 3,164 1,095 1,758 959 12,146 41,511 60,633 Loss before income taxes (105,573 ) 77,976 (225,136 ) (321,115 ) (36,070 ) (4,779,681 ) (5,389,599 ) Three months ended March 31, 2022 Online F&B and Groceries Deliveries Digital Marketing Online Ticketing and reservation e-Commerce Telecommunication Reseller Merchant POS Total Revenue from external customers Sales – online ordering — — — 426,099 — — 426,099 Sales – digital marketing — — — — — — — Sales – online platform — — — 8,042 — — 8,042 Sales – data — — — — — — — Software sales — — — — — 10,949 10,949 Hardware sales — — — — — — — Total revenue — — — 434,141 — 10,949 445,090 Cost of sales: Cost of online ordering — — — (393,253 ) — — (393,253 ) Cost of online platform — — — (2,637 ) — — (2,637 ) Cost of data — — — — — — — Software sales — — — (57,705 ) — (6,288 ) (63,993 ) Hardware sales — — — — — — — Total cost of revenue — — — (453,595 ) — (6,288 ) (459,883 ) Gross income (loss) — — — (19,454 ) — 4,661 (14,793 ) Operating Expenses Sales and marketing expenses — — — (196,102 ) — (196,102 ) Software development costs — — — — — (19,548 ) (19,548 ) Impairment loss — — — — — (528,583 ) (528,583 ) Depreciation — — — (5 ) — (6,617 ) (6,622 ) Amortization — — — — — (800,000 ) (800,000 ) General and administrative expenses, net of depreciation and amortisation — — — (171,055 ) — (4,863,021 ) (5,034,076 ) Total operating expenses — — — (367,162 ) — (6,217,769 ) (6,584,931 ) Loss from operations — — — (386,616 ) — (6,213,108 ) (6,599,724 ) Other income (expense) Gain from early lease termination — — — — — — — Interest income — — — 40 — 5 45 Interest expense — — — — — (4,045 ) (4,045 ) Loss on settlement of litigation — — — — — — — Warrant modification expense — — — — — — — Other income — — — 699 — 12,922 13,621 Total other income (expense) — — — 739 — 8,882 9,621 Loss before income taxes — — — (385,877 ) — (6,204,226 ) (6,590,103 ) March 31, 2023 Online F&B and Groceries Deliveries Digital Marketing Online Ticketing and reservation e-Commerce Telecommunication Reseller Merchant POS Total Intangible assets, net 388,166 — 87,467 — 1,086,290 5,114,142 6,676,065 Identifiable assets 325,487 1,369,933 3,569,708 2,078,814 78,429 11,975,989 19,398,360 December 31 31, 2022 Online F&B and Groceries Deliveries Digital Marketing Online Ticketing and reservation e-Commerce Telecommunication Reseller Merchant POS Total Intangible assets, net 378,170 — 89,808 — 948,457 6,041,654 7,458,089 Identifiable assets 345,017 1,507,771 3,190,380 2,164,3886 81,924 17,951,175 25,240,653 |
Schedule of geographic segments | Schedule of geographic segments Three Months Ended March 31, 2023 2022 Indonesia $ 260,859 $ 10,249 Vietnam 277,737 427,643 Philippines 31,671 7,198 Singapore 238,641 — United States 1,057,665 — Thailand 174,415 — Malaysia 1,592 — $ 2,042,580 $ 445,090 |
DEPOSIT, PREPAYMENTS AND OTHE_2
DEPOSIT, PREPAYMENTS AND OTHER RECEIVABLES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Deposit Prepayments And Other Receivables | |
Schedule of prepayments and other receivables | Schedule of prepayments and other receivables March 31, 2023 (Unaudited) December 31, 2022 Deposits $ 1,059,643 $ 921,429 Prepayments 419,880 573,513 Prepayments for consultancy fee (a) — 858,665 Value added tax 165,508 140,053 Interest receivable 17,548 12,763 Other receivables 279,660 204,619 Total $ 1,942,239 $ 2,711,042 (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 considerations of the services are $ 3,250,000 and $ 3,190,000 . The Company's due to China-America Culture Media Inc. balance was $ 0 and $ 433,332 as of March 31, 2023 and December 31, 2022, respectively. The Company's due to New Continental Technology Inc., balance was $ 0 and $ 425,333 as of March 31, 2023 and December 31, 2022, respectively. For the three months ended March 31, 2023 and 2022, the Company recognized the amortization of prepaid consulting expense of $ 858,665 and $ 1,288,000 , respectively, using the straight-line method, over a term of 15 months. |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Schedule of inventories March 31, 2023 2022 Finished goods $ 229,010 $ 310,932 Less: Reserve for excess and obsolete inventory — — Total Inventories $ 229,010 $ 310,932 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Schedule of intangible assets Useful life March 31, 2023 December 31, 2022 At cost: Software platform 2.5 years $ 8,000,000 $ 8,000,000 Apps development 958,778 948,457 Computer software 614,399 586,888 Software system 388,166 378,170 Intellectual technology 276,000 276,000 Identifiable intangible asset 4,965,654 4,965,654 Other intangible assets 3 – 5 years 1,725 1,725 15,204,722 15,156,894 Less: accumulated depreciation (8,528,657 ) (7,698,805 ) $ 6,676,065 $ 7,458,089 |
Schedule of Amortization of intangible assets | Schedule of Amortization of intangible assets Year ending December 31 2022: Amount 2023 $ — |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property plant and equipment | Schedule of Property plant and equipment March 31, 2023 December 31, 2022 At cost: Computer $ 508,335 $ 600,629 Office equipment 70,616 54,683 Furniture and fixtures 11,525 10,702 Renovation 587,638 322,399 1,178,114 988,413 Less: accumulated depreciation (350,782 ) (282,015 ) Less: exchange difference — — 827,332 706,038 |
AMOUNTS DUE TO RELATED PARTIES
AMOUNTS DUE TO RELATED PARTIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Amounts Due To Related Parties | |
Schedule of Amount due to related parties | Schedule of Amount due to related parties March 31, 2023 December 31, 2022 Amounts due to related parties (a) $ 22,246 $ 22,311 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES AND OTHER PAYABLES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts payable | Schedule of Accounts payable March 31, 2023 December 31, 2022 Accounts payable $ 1,463,466 $ 1,296,571 Accrued liabilities and other payables- Related Party (a) 3,440 43,360 Accrued liabilities and other payables (b) 5,945,652 8,281,865 Other Accounts payable 5,949,092 8,325,225 Total Accounts payable $ 7,412,558 $ 9,621,796 Accounts payable includes significant third parties balance of $ 532,752 acquired from Gorilla business through business combination on May 31, 2022. (a) The amount represented due to one related party in respect to unpaid salaries and amounted to $ 3,440 and $ 3,360 as of March 31, 2023 and December 31, 2022, respectively. (b) Accrued liabilities and other payables consisted of the following: |
Schedule of Accrued liabilities | Schedule of Accrued liabilities March 31, 2023 December 31, 2022 Accrued payroll $ 105,235 $ 1,023,549 Accrued VAT expenses 35,527 6,801 Accrued taxes 1,142,205 1,653,284 Customer deposit 901,880 1,155,695 Customer refund 854,421 1,146,409 Other payables (c) 1,053,494 994,213 Other accrual (d) 1,852,890 2,301,914 Total Accrued liabilities $ 5,945,652 $ 8,281,865 (c) Included in these balances on both March 31, 2023 and December 31, 2022 is a $ 75,000 accrual related to an accrued contingency associated with a lawsuit filed against the Company. In 2023, the Company settled this lawsuit for $15,000. (d) The March 31, 2023 and December 31, 2022, balance includes refund provision, income tax provision and other operation accruals. |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Schedule of Lease expenses | Schedule of Lease expenses Three months ended December 31, 2023 2022 Operating lease expense (per ASC 842) $ 134,455 $ 59,531 Short-term lease expense (other than ASC 842) 11,418 1,246 Total lease expense $ 145,873 $ 60,777 |
Schedule of Future Contractual Lease Payments | Schedule of Future Contractual Lease Payments Years ended March 31, Operating lease amount 2024 $ 636,832 2025 515,592 2026 344,283 2027 257,659 2028 138,964 Total 1,893,330 Less: interest (179,571 ) Present value of lease liabilities $ 1,713,759 Less: non-current portion (1,158,283 ) Present value of lease liabilities – current liability $ 555,476 |
LOAN (Tables)
LOAN (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of loan | Schedule of loan March 31, 2023 December 31, 2022 Loan – A (i) 26,644 28,164 $ 26,644 $ 28,164 i) On August 17, 2021, the newly acquired subsidiary, Gorilla Networks Pte. Ltd., received a loan from a bank of SGD 50,000, approximately $ 35,937 for a term of 60 months until August 31, 2026 . The effective interest rate is 4.75 %. For the three months ended March 31, 2023 and 2022, the Company recognized the interest expense of $ 325 and $ 0 , respectively. |
SHAREHOLDERS_ DEFICIT (Tables)
SHAREHOLDERS’ DEFICIT (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of Director's stock awards | Schedule of Director's stock awards Warrants Weighted average exercise price Weighted Outstanding as of December 31, 2021 148,305 $ 20.57 4.88 Issued (a) 3,728,784 $ 3.28 2.92 Exercised (79,601 ) $ 3.28 0.5 Expired (3,560 ) $ 420 — Expired — — — Outstanding as of December 31, 2022 3,793,928 $ 3.565 3.05 Issued — — — Exercised — — — Expired — — — Outstanding as of March 31, 2023 3,793,928 $ 3.565 3.05 There is no intrinsic value for the warrants as of March 31, 2023 and December 31, 2022. (a) Common stock will be issued upon warrants exercise of the 3,649,484 warrants having no intrinsic value as of December 31, 2022. |
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 months 18 months Expected volatility 25 % 25 % Exercise price $ 1.4 $ 1.4 |
Schedule of warrants issued and outstanding | Schedule of warrants issued and outstanding Share option Weighted average exercise price Weighted 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 9.25 Granted — — — Exercised — — — Expired — — — Outstanding as of December 31, 2022 1,945,270 $ 6.49 9 |
Schedule of Future years | Schedule of Future years Year ended December 31 2023 325,980 Total 325,980 |
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 8, 2021 Dividend rate 0 % Risk-free rate 1.52 % Weighted average expected life (years) 10 years Expected volatility 130 % Share price $ 6.49 |
Directors Stock Awards [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of Director's stock awards | Schedule of Director's stock awards Stock awards Weighted average exercise price Weighted Unvested as of December 31, 2021 651,960 $ 7.65 1.67 years Issued — — Vested (325,980 ) 7.65 — Cancelled — — — Unvested as of December 31, 2022 325,980 $ 7.65 0.92 years Issued — — — Vested — — — Cancelled — — — Unvested as of March 31, 2023 325,980 $ 7.65 0.92 years |
PREFERRED STOCKS AND WARRANTS (
PREFERRED STOCKS AND WARRANTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 |
TREASURY STOCKS (Tables)
TREASURY STOCKS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Schedule of repurchases of common stock | Schedule of repurchases of common stock Three Months ended March 31, 2023 2022 Aggregate common stock repurchased 511,760 — Weighted average price paid per share $ 1.0591 $ — Total Amount paid $ 541,988 $ — |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for income taxes | Schedule of provision for income taxes Three Months ended March 31, 2023 2022 Tax jurisdiction from: - Local $ 3,902,769 $ 5,716,178 - Foreign 1,486,830 873,925 Loss before income taxes $ 5,389,599 $ 6,590,103 |
Schedule of provision for income taxes | Schedule of provision for income taxes Three months ended March 31, 2023 2022 Current: - United States $ — $ — - Singapore — — - Vietnam — — - India 614 1,302 Deferred: - United States — — - Singapore — — - Vietnam — — - India — — Income tax expense $ 614 $ 1,302 |
Schedule of Deferred Tax Assets and Liabilities | Schedule of Deferred Tax Assets and Liabilities March 31, 2023 December 31, 2022 Deferred tax assets: Software intangibles (U.S) $ 150,465 $ 261,555 Deferred Stock Compensation (U.S.) 5,864,670 7,539,329 ROU net liability — 248 Net operating loss carryforwards - United States 5,914,766 4,791,994 - Singapore 1,078,354 975,690 - Vietnam 718,701 563,376 - India — — - Philippines 194,160 144,211 - Indonesia 119,497 85,450 - Thailand 142,866 139,940 - Malaysia — — 14,183,479 14,503,793 Less: valuation allowance (14,183,479 ) (14,503,793 ) Deferred tax assets, net $ — $ — |
CONCENTRATIONS OF RISK (Tables)
CONCENTRATIONS OF RISK (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
Schedule of concentrations of risk | Schedule of concentrations of risk Three months ended March 31, 2023 March 31, 2023 Customer Revenues Percentage of revenues Accounts receivable Customer A $ 952,665 46.64 % $ 321,094 Year ended March 31, 2022 March 31, 2022 Customer Revenues Percentage of revenues Accounts receivable Customer A $ — — $ — |
DESCRIPTION OF BUSINESS AND O_3
DESCRIPTION OF BUSINESS AND ORGANIZATION (Details) | 3 Months Ended |
Mar. 31, 2023 | |
Society Technology L L C [Member] | |
Name of subsidiary | Society Technology LLC |
Place of incorporation | United States |
Entity Incorporation, Date of Incorporation | Jan. 24, 2019 |
Principal activity | IP Licensing |
Share capital | US$1 |
Equity Method Investment, Ownership Percentage | 100% |
SOPA Cognitive Analytics Private Limited [Member] | |
Name of subsidiary | SOPA Cognitive Analytics Private Limited |
Place of incorporation | India |
Entity Incorporation, Date of Incorporation | Feb. 05, 2019 |
Principal activity | Computer sciences consultancy and data analytics |
Share capital | INR 1,238,470 |
Equity Method Investment, Ownership Percentage | 100% |
S O P A Technology Pte Ltd [Member] | |
Name of subsidiary | SOPA Technology Pte. Ltd. |
Place of incorporation | Singapore, |
Entity Incorporation, Date of Incorporation | Jun. 04, 2019 |
Principal activity | Investment holding |
Share capital | SGD 1,250,000 |
Equity Method Investment, Ownership Percentage | 95% |
S O P A Technology Company Limited [Member] | |
Name of subsidiary | SOPA Technology Company Limited |
Place of incorporation | Vietnam |
Entity Incorporation, Date of Incorporation | Oct. 01, 2019 |
Principal activity | Software production |
Share capital | Registered: VND 2,307,300,000; Paid up: VND 1,034,029,911 |
Equity Method Investment, Ownership Percentage | 100% |
Hottab Pte Ltd [Member] | |
Name of subsidiary | Hottab Pte Ltd. (HPL) |
Place of incorporation | Singapore |
Entity Incorporation, Date of Incorporation | Jan. 17, 2015 |
Principal activity | Software development and marketing for the F&B industry |
Share capital | SGD 620,287.75 |
Equity Method Investment, Ownership Percentage | 100% |
Hottab Vietnam Co Ltd [Member] | |
Name of subsidiary | Hottab Vietnam Co. Ltd |
Place of incorporation | Vietnam |
Entity Incorporation, Date of Incorporation | Apr. 17, 2015 |
Principal activity | Sale of POS hardware and software |
Share capital | VND 1,000,000,000 |
Equity Method Investment, Ownership Percentage | 100% |
Hottab Asset Company Limited [Member] | |
Name of subsidiary | Hottab Asset Company Limited |
Place of incorporation | Vietnam |
Entity Incorporation, Date of Incorporation | Jul. 25, 2019 |
Principal activity | Sale of POS hardware and software |
Share capital | VND 5,000,000,000 |
Equity Method Investment, Ownership Percentage | 100% |
Leflair Incorporated [Member] | |
Name of subsidiary | Leflair Incorporated |
Place of incorporation | United States |
Entity Incorporation, Date of Incorporation | Dec. 07, 2021 |
Principal activity | Investment holding |
Share capital | US$1 |
Equity Method Investment, Ownership Percentage | 100% |
S O P A Capital Limited [Member] | |
Name of subsidiary | SOPA Capital Limited |
Place of incorporation | United Kingdom |
Entity Incorporation, Date of Incorporation | Dec. 07, 2021 |
Principal activity | Investment holding |
Share capital | GBP 1 |
Equity Method Investment, Ownership Percentage | 100% |
S O P A Phil Incorporated [Member] | |
Name of subsidiary | SOPA (Phil) Incorporated |
Place of incorporation | Philippines |
Entity Incorporation, Date of Incorporation | Jan. 11, 2022 |
Principal activity | Investment holding |
Share capital | PHP 11,000,000 |
Equity Method Investment, Ownership Percentage | 100% |
New Retail Experience Incorporated [Member] | |
Name of subsidiary | New Retail Experience Incorporated |
Place of incorporation | Philippines |
Entity Incorporation, Date of Incorporation | Jan. 16, 2020 |
Principal activity | On-line Grocery delivery platform |
Share capital | PHP 3,750,000 |
Equity Method Investment, Ownership Percentage | 100% |
Dream Space Trading Co Ltd [Member] | |
Name of subsidiary | Dream Space Trading Co Ltd |
Place of incorporation | Vietnam |
Entity Incorporation, Date of Incorporation | May 23, 2018 |
Principal activity | On-line Grocery and food delivery platform |
Share capital | VND 500,000,000 |
Equity Method Investment, Ownership Percentage | 100% |
Push Delievery Pte Ltd [Member] | |
Name of subsidiary | Push Delivery Pte Ltd |
Place of incorporation | Singapore |
Entity Incorporation, Date of Incorporation | Jan. 07, 2022 |
Principal activity | Investment holding |
Share capital | US$2,000 |
Equity Method Investment, Ownership Percentage | 100% |
Gorilla Networks Pte Ltd [Member] | |
Name of subsidiary | Gorilla Networks Pte. Ltd. |
Place of incorporation | Singapore |
Entity Incorporation, Date of Incorporation | Sep. 03, 2019 |
Principal activity | Investment holding |
Share capital | US$2,620,000 and SGD 730,000 |
Equity Method Investment, Ownership Percentage | 100% |
Gorilla Connect Pte Ltd [Member] | |
Name of subsidiary | Gorilla Connect Pte. Ltd. |
Place of incorporation | Singapore |
Entity Incorporation, Date of Incorporation | May 18, 2022 |
Principal activity | Telecommunications resellers |
Share capital | SGD 100 |
Equity Method Investment, Ownership Percentage | 100% |
Gorilla Mobile Singapore Pte Ltd [Member] | |
Name of subsidiary | Gorilla Mobile Singapore Pte. Ltd. |
Place of incorporation | Singapore |
Entity Incorporation, Date of Incorporation | Aug. 06, 2020 |
Principal activity | Telecommunications resellers |
Groilla Networks V N L L C [Member] | |
Name of subsidiary | Gorilla Networks (VN) LLC |
Place of incorporation | Vietnam |
Entity Incorporation, Date of Incorporation | Dec. 16, 2020 |
Principal activity | Telecommunications resellers |
Share capital | VND 233,000,000 |
Equity Method Investment, Ownership Percentage | 100% |
Thoughtful Media Group Incorporated [Member] | |
Name of subsidiary | Thoughtful Media Group Incorporated |
Place of incorporation | United States |
Entity Incorporation, Date of Incorporation | Jun. 28, 2022 |
Principal activity | Investment holding |
Share capital | US$10 |
Equity Method Investment, Ownership Percentage | 100% |
Thoughtful Thailand Co Ltd [Member] | |
Name of subsidiary | Thoughtful (Thailand) Co. Ltd |
Place of incorporation | Thailand |
Entity Incorporation, Date of Incorporation | Sep. 02, 2014 |
Principal activity | Digital marketing |
Share capital | THB 2,000,000 |
Equity Method Investment, Ownership Percentage | 99.75% |
Ad Active Media Ca Inc [Member] | |
Name of subsidiary | AdActive Media CA Inc. |
Place of incorporation | United States |
Entity Incorporation, Date of Incorporation | Apr. 12, 2010 |
Principal activity | Digital marketing |
Share capital | Preferred: US$1,929.1938 Common: US$4,032.7871 |
Equity Method Investment, Ownership Percentage | 100% |
P T Tunas Sukses Mandiri [Member] | |
Name of subsidiary | PT Tunas Sukses Mandiri |
Place of incorporation | Indonesia |
Entity Incorporation, Date of Incorporation | Feb. 08, 2010 |
Principal activity | Online ticketing and reservation |
Share capital | IDR 26,000,000 |
Equity Method Investment, Ownership Percentage | 99% |
Nusatrip Malaysia Sdn Bhd [Member] | |
Name of subsidiary | Nusatrip Malaysia Sdn Bhd |
Place of incorporation | Malaysia |
Entity Incorporation, Date of Incorporation | Mar. 01, 2017 |
Principal activity | Online ticketing and reservation |
Share capital | MYR 52,000 |
Equity Method Investment, Ownership Percentage | 99% |
Nusatrip Singapore Pte Ltd [Member] | |
Name of subsidiary | Nusatrip Singapore Pte Ltd |
Place of incorporation | Singapore |
Entity Incorporation, Date of Incorporation | Dec. 06, 2016 |
Principal activity | Online ticketing and reservation |
Share capital | SGD 212,206 |
Equity Method Investment, Ownership Percentage | 99% |
Nusatrip International Pte Ltd [Member] | |
Name of subsidiary | Nusatrip International Pte Ltd |
Place of incorporation | Singapore |
Entity Incorporation, Date of Incorporation | Jan. 09, 2015 |
Principal activity | Online ticketing and reservation |
Share capital | SGD 905,006.51 |
Equity Method Investment, Ownership Percentage | 99% |
DESCRIPTION OF BUSINESS AND O_4
DESCRIPTION OF BUSINESS AND ORGANIZATION (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||||
Feb. 08, 2022 | Feb. 10, 2021 | Feb. 23, 2023 | Sep. 21, 2021 | Mar. 31, 2023 | Aug. 15, 2022 | Jul. 21, 2022 | Jul. 07, 2022 | May 31, 2022 | Feb. 28, 2022 | |
Property, Plant and Equipment [Line Items] | ||||||||||
Stockholders' Equity Note, Stock Split | 750 for 1 | 1 for 2.5 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 236,111 | |||||||||
Share issued, value | $ 26,000,001 | |||||||||
Sale of Stock, Consideration Received on Transaction | $ 2,124,999 | |||||||||
Nusatrip International Pte Ltd [Member] | Minimum [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 75% | |||||||||
Nusatrip International Pte Ltd [Member] | Maximum [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 99% | |||||||||
Underwriting Agreement [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 3,030,300 | |||||||||
Share Price | $ 3.30 | |||||||||
Class of Warrant or Right, Outstanding | 454,545 | |||||||||
IPO [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 2,888,889 | |||||||||
Share Price | $ 9 | |||||||||
New Retail Experience [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage | 100% | |||||||||
Gorilla Networks Pte Ltd [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage | 100% | |||||||||
Ad Active Media Inc [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage | 100% | |||||||||
Mangan P H Food Delivery Service Corp [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage | 100% | |||||||||
S O P A Technology Pte Ltd [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage | 95% | |||||||||
Nusatrip International Pte Ltd [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Number of ordinary stock shares | 2,225,735 |
LIQUIDITY AND CAPITAL RESOURC_2
LIQUIDITY AND CAPITAL RESOURCES (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Liquidity And Capital Resources | |||
Cash | $ 13,827,941 | ||
Working capital | 7,511,721 | ||
Retained Earnings (Accumulated Deficit) | 86,433,490 | $ 81,138,563 | |
Net Income (Loss) Attributable to Parent | 5,390,213 | ||
Net Cash Provided by (Used in) Operating Activities | 4,015,201 | $ 2,560,917 | |
Net Cash Provided by (Used in) Investing Activities | 190,061 | 225,134 | |
Net Cash Provided by (Used in) Financing Activities | $ 541,988 | $ (10,532,676) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 3 Months Ended |
Mar. 31, 2023 | |
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) | Mar. 31, 2023 | Mar. 31, 2022 |
Singapore, Dollars | Period End [Member] | ||
Foreign Currency Exchange Rate, Translation | 0.7521 | 0.73848 |
Singapore, Dollars | Period Average [Member] | ||
Foreign Currency Exchange Rate, Translation | 0.7500 | 0.73928 |
Viet Nam, Dong | Period End [Member] | ||
Foreign Currency Exchange Rate, Translation | 0.000043 | 0.000044 |
Viet Nam, Dong | Period Average [Member] | ||
Foreign Currency Exchange Rate, Translation | 0.000042 | 0.000044 |
India, Rupees | Period End [Member] | ||
Foreign Currency Exchange Rate, Translation | 0.01217 | 0.01322 |
India, Rupees | Period Average [Member] | ||
Foreign Currency Exchange Rate, Translation | 0.01216 | 0.01329 |
Mexico, Pesos | Period End [Member] | ||
Foreign Currency Exchange Rate, Translation | 0.01841 | |
Mexico, Pesos | Period Average [Member] | ||
Foreign Currency Exchange Rate, Translation | 0.01823 | |
Thailand, Baht | Period End [Member] | ||
Foreign Currency Exchange Rate, Translation | 0.02925 | |
Thailand, Baht | Period Average [Member] | ||
Foreign Currency Exchange Rate, Translation | 0.02944 | |
Malaysia, Ringgits | Period End [Member] | ||
Foreign Currency Exchange Rate, Translation | 0.22646 | |
Malaysia, Ringgits | Period Average [Member] | ||
Foreign Currency Exchange Rate, Translation | 0.22777 | |
Indonesia, Rupiahs | Period End [Member] | ||
Foreign Currency Exchange Rate, Translation | 0.000067 | |
Indonesia, Rupiahs | Period Average [Member] | ||
Foreign Currency Exchange Rate, Translation | 0.000066 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Accounting Policies [Abstract] | ||
Net loss attributable to Society Pass Incorporated | $ (5,294,927) | $ (6,548,378) |
Weighted average common shares outstanding – Basic and diluted | 27,082,849 | 21,892,111 |
Net loss per share – Basic and diluted | $ (0.20) | $ (0.30) |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) - shares | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidiluted earnings per share | 6,816,499 | 6,816,499 | |
Common Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidiluted earnings per share | [1] | 1,945,270 | 1,945,270 |
Underwriter [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidiluted earnings per share | 3,803,229 | 3,803,229 | |
Convertible Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidiluted earnings per share | [2] | 1,068,000 | 1,068,000 |
[1] The Board of Directors have approved a 10-year stock option at an exercise price of $6.49 per share that will be exercisable at any time. The expiry date of warrants granted with Series C-1 was extended to June 30, 2022. |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Cash Equivalents, at Carrying Value | $ 13,755,377 | $ 18,930,986 | |
Cash, FDIC Insured Amount | 250,000 | ||
Time Deposit Liability, Uninsured | 6,295,886 | 10,431,681 | |
Cash, Uninsured Amount | 6,879,654 | 12,032,534 | |
Restricted Cash | 72,564 | 72,350 | |
Allowance for Doubtful Accounts, Premiums and Other Receivables | 0 | ||
Allowance for obsolete inventories | 0 | $ 0 | |
Inventory, Net | 229,010 | 310,932 | |
Revenues | 2,042,580 | 445,090 | |
Contract with Customer, Asset, after Allowance for Credit Loss, Current | 5,071 | 20,310 | |
Contract with Customer, Liability | 1,264,725 | 1,405,090 | |
Research and Development Expense, Software (Excluding Acquired in Process Cost) | 13,919 | 19,548 | |
Advertising Expense | 130,664 | 196,102 | |
Operating lease rights of use asset | 1,708,658 | $ 1,537,670 | |
E Commerce [Member] | |||
Revenues | 223,517 | 434,141 | |
Merchant P O S [Member] | |||
Revenues | 195 | 10,949 | |
Grocery Food Delivery [Member] | |||
Revenues | 34,085 | 0 | |
Telecommunication Reseller [Member] | |||
Revenues | 14,302 | 0 | |
Digital Marketing [Member] | |||
Revenues | 1,283,774 | 0 | |
Online Ticketing And Reservations [Member] | |||
Revenues | $ 486,707 | $ 0 |
REVENUE (Details)
REVENUE (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Total revenue | $ 2,042,580 | $ 445,090 |
Online Ordering [Member] | ||
Total revenue | 257,602 | 434,141 |
Digital Marketing [Member] | ||
Total revenue | 1,283,774 | |
Online Ticketing And Reservation [Member] | ||
Total revenue | 486,707 | |
Sales Data [Member] | ||
Total revenue | 14,302 | |
Software Development [Member] | ||
Total revenue | $ 195 | $ 10,949 |
REVENUES (Details 1)
REVENUES (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Revenue | ||
Contract liabilities, brought forward | $ 1,405,090 | $ 25,229 |
Add: recognized as deferred revenue | 1,264,725 | 1,405,090 |
Less: recognized as current period/year revenue | (1,405,090) | (25,229) |
Contract liabilities, carried forward | $ 1,264,725 | $ 1,405,090 |
SEGMENT REPORTING (Details)
SEGMENT REPORTING (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Revenue from External Customer [Line Items] | |||
Total revenue | $ 2,042,580 | $ 445,090 | |
Total cost of revenue | (1,356,343) | (459,883) | |
Gross income (loss) | 686,237 | (14,793) | |
Operating Expenses | |||
Sales and marketing expenses | (130,664) | (196,102) | |
Impairment loss | 528,583 | ||
Depreciation | (63,917) | (6,622) | |
General and administrative expenses, net of depreciation and amortisation | (5,991,886) | (5,840,698) | |
Total operating expenses | (6,136,469) | (6,584,931) | |
Loss from operations | (5,450,232) | (6,599,724) | |
Other income (expense) | |||
Gain from early lease termination | 1,064 | ||
Interest income | 39,986 | 45 | |
Interest expense | (352) | (4,045) | |
Warrant modification expense | |||
Other income | 16,787 | 13,621 | |
Total other income (expense) | 60,633 | 9,621 | |
Loss before income taxes | (5,389,599) | (6,590,103) | |
Intangible assets, net | 6,676,065 | $ 7,458,089 | |
Identifiable assets | 26,074,425 | 32,698,742 | |
Online F B And Grocery Deliveries [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | 34,085 | ||
Total cost of revenue | (33,266) | ||
Gross income (loss) | 819 | ||
Operating Expenses | |||
Sales and marketing expenses | (1,709) | ||
Software development costs | |||
Impairment loss | |||
Depreciation | (4,568) | ||
Amortization | |||
General and administrative expenses, net of depreciation and amortisation | (103,279) | ||
Total operating expenses | 109,556 | ||
Loss from operations | (108,737) | ||
Other income (expense) | |||
Gain from early lease termination | |||
Interest income | 4 | ||
Interest expense | (27) | ||
JV income | 3,148 | ||
Warrant modification expense | |||
Other income | 39 | ||
Total other income (expense) | 3,164 | ||
Loss before income taxes | (105,573) | ||
Loss on settlement of litigation | |||
Intangible assets, net | 388,166 | 378,170 | |
Identifiable assets | 325,487 | 345,017 | |
Digital Marketing [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | 1,283,774 | ||
Total cost of revenue | (964,161) | ||
Gross income (loss) | 319,613 | ||
Operating Expenses | |||
Sales and marketing expenses | (7,994) | ||
Software development costs | |||
Impairment loss | |||
Depreciation | (1,257) | ||
Amortization | |||
General and administrative expenses, net of depreciation and amortisation | (233,481) | ||
Total operating expenses | 242,732 | ||
Loss from operations | 76,881 | ||
Other income (expense) | |||
Gain from early lease termination | 1,064 | ||
Interest income | |||
Interest expense | |||
JV income | |||
Warrant modification expense | |||
Other income | 31 | ||
Total other income (expense) | 1,095 | ||
Loss before income taxes | 77,976 | ||
Loss on settlement of litigation | |||
Intangible assets, net | |||
Identifiable assets | 1,369,933 | 1,507,771 | |
Online Ticketing And Reservation [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | 486,707 | ||
Total cost of revenue | (76,477) | ||
Gross income (loss) | 410,230 | ||
Operating Expenses | |||
Sales and marketing expenses | (75,928) | ||
Software development costs | |||
Impairment loss | |||
Depreciation | (28,340) | ||
Amortization | |||
General and administrative expenses, net of depreciation and amortisation | (532,856) | ||
Total operating expenses | 637,124 | ||
Loss from operations | (226,894) | ||
Other income (expense) | |||
Gain from early lease termination | |||
Interest income | 824 | ||
Interest expense | |||
JV income | |||
Warrant modification expense | |||
Other income | 934 | ||
Total other income (expense) | 1,758 | ||
Loss before income taxes | (225,136) | ||
Loss on settlement of litigation | |||
Intangible assets, net | 87,467 | 89,808 | |
Identifiable assets | 3,569,708 | 3,190,380 | |
E Commerce [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | 223,517 | 434,141 | |
Total cost of revenue | (262,528) | (453,595) | |
Gross income (loss) | (39,011) | (19,454) | |
Operating Expenses | |||
Sales and marketing expenses | (44,981) | (196,102) | |
Software development costs | |||
Impairment loss | |||
Depreciation | (7,750) | (5) | |
Amortization | |||
General and administrative expenses, net of depreciation and amortisation | (230,332) | (171,055) | |
Total operating expenses | 283,063 | (367,162) | |
Loss from operations | (322,074) | (386,616) | |
Other income (expense) | |||
Gain from early lease termination | |||
Interest income | 523 | 40 | |
Interest expense | |||
JV income | |||
Warrant modification expense | |||
Other income | 436 | 699 | |
Total other income (expense) | 959 | 739 | |
Loss before income taxes | (321,115) | (385,877) | |
Loss on settlement of litigation | |||
Intangible assets, net | |||
Identifiable assets | 2,078,814 | 21,643,886 | |
Telecommunication Reseller [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | 14,302 | ||
Total cost of revenue | (18,646) | ||
Gross income (loss) | (4,344) | ||
Operating Expenses | |||
Sales and marketing expenses | (52) | ||
Software development costs | |||
Impairment loss | |||
Depreciation | |||
Amortization | |||
General and administrative expenses, net of depreciation and amortisation | (43,820) | ||
Total operating expenses | 43,872 | ||
Loss from operations | (48,216) | ||
Other income (expense) | |||
Gain from early lease termination | |||
Interest income | |||
Interest expense | (325) | ||
JV income | |||
Warrant modification expense | |||
Other income | 12,471 | ||
Total other income (expense) | 12,146 | ||
Loss before income taxes | (36,070) | ||
Loss on settlement of litigation | |||
Intangible assets, net | 1,086,290 | 948,457 | |
Identifiable assets | 78,429 | 81,924 | |
Merchant P O S [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | 195 | 10,949 | |
Total cost of revenue | (1,265) | (6,288) | |
Gross income (loss) | (1,070) | 4,661 | |
Operating Expenses | |||
Sales and marketing expenses | |||
Software development costs | (13,919) | (19,548) | |
Impairment loss | (528,583) | ||
Depreciation | (22,002) | (6,617) | |
Amortization | (800,000) | (800,000) | |
General and administrative expenses, net of depreciation and amortisation | (3,984,201) | (4,863,021) | |
Total operating expenses | 4,820,122 | (6,217,769) | |
Loss from operations | (4,821,192) | (6,213,108) | |
Other income (expense) | |||
Gain from early lease termination | |||
Interest income | 38,635 | 5 | |
Interest expense | (4,045) | ||
JV income | |||
Warrant modification expense | |||
Other income | 2,876 | 12,922 | |
Total other income (expense) | 41,511 | 8,882 | |
Loss before income taxes | (4,779,681) | (6,204,226) | |
Loss on settlement of litigation | |||
Intangible assets, net | 5,114,142 | 6,041,654 | |
Identifiable assets | 11,975,989 | 17,951,175 | |
Total [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | 2,042,580 | 445,090 | |
Total cost of revenue | (1,356,343) | (459,883) | |
Gross income (loss) | 686,237 | (14,793) | |
Operating Expenses | |||
Sales and marketing expenses | (130,664) | (196,102) | |
Software development costs | (13,919) | (19,548) | |
Impairment loss | (528,583) | ||
Depreciation | (63,917) | (6,622) | |
Amortization | (800,000) | (800,000) | |
General and administrative expenses, net of depreciation and amortisation | (5,127,969) | (5,034,076) | |
Total operating expenses | 6,136,469 | (6,584,931) | |
Loss from operations | (5,450,232) | (6,599,724) | |
Other income (expense) | |||
Gain from early lease termination | 1,064 | ||
Interest income | 39,986 | 45 | |
Interest expense | (352) | (4,045) | |
JV income | 3,148 | ||
Warrant modification expense | |||
Other income | 16,787 | 13,621 | |
Total other income (expense) | 60,633 | 9,621 | |
Loss before income taxes | (5,389,599) | (6,590,103) | |
Loss on settlement of litigation | |||
Intangible assets, net | 6,676,065 | 7,458,089 | |
Identifiable assets | 19,398,360 | $ 25,240,653 | |
Sale Online Ordering [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | 257,602 | 426,099 | |
Total cost of revenue | (235,246) | (393,253) | |
Sale Online Ordering [Member] | Online F B And Grocery Deliveries [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | 34,085 | ||
Total cost of revenue | (33,266) | ||
Sale Online Ordering [Member] | Digital Marketing [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | |||
Total cost of revenue | |||
Sale Online Ordering [Member] | Online Ticketing And Reservation [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | |||
Total cost of revenue | |||
Sale Online Ordering [Member] | E Commerce [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | 223,517 | 426,099 | |
Total cost of revenue | (201,980) | (393,253) | |
Sale Online Ordering [Member] | Telecommunication Reseller [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | |||
Total cost of revenue | |||
Sales Online Ordering [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | 257,602 | 434,141 | |
Total cost of revenue | (235,246) | (395,890) | |
Sales Online Ordering [Member] | Merchant P O S [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | |||
Total cost of revenue | |||
Sales Digital Marketing [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | 1,283,774 | ||
Total cost of revenue | (964,161) | ||
Sales Digital Marketing [Member] | Online F B And Grocery Deliveries [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | |||
Total cost of revenue | |||
Sales Digital Marketing [Member] | Digital Marketing [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | 1,283,774 | ||
Total cost of revenue | (964,161) | ||
Sales Digital Marketing [Member] | Online Ticketing And Reservation [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | |||
Total cost of revenue | |||
Sales Digital Marketing [Member] | E Commerce [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | |||
Total cost of revenue | |||
Sales Digital Marketing [Member] | Telecommunication Reseller [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | |||
Total cost of revenue | |||
Sales Digital Marketing [Member] | Merchant P O S [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | |||
Total cost of revenue | |||
Sales Online Ticketing And Reservation [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | 486,707 | ||
Total cost of revenue | (76,477) | ||
Sales Online Ticketing And Reservation [Member] | Online F B And Grocery Deliveries [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | |||
Total cost of revenue | |||
Sales Online Ticketing And Reservation [Member] | Digital Marketing [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | |||
Total cost of revenue | |||
Sales Online Ticketing And Reservation [Member] | Online Ticketing And Reservation [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | 486,707 | ||
Total cost of revenue | (76,477) | ||
Sales Online Ticketing And Reservation [Member] | E Commerce [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | |||
Total cost of revenue | |||
Sales Online Ticketing And Reservation [Member] | Telecommunication Reseller [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | |||
Total cost of revenue | |||
Sales Online Ticketing And Reservation [Member] | Merchant P O S [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | |||
Total cost of revenue | |||
Sales Data [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | 14,302 | ||
Total cost of revenue | (18,646) | ||
Sales Data [Member] | Online F B And Grocery Deliveries [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | |||
Total cost of revenue | |||
Sales Data [Member] | Digital Marketing [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | |||
Total cost of revenue | |||
Sales Data [Member] | Online Ticketing And Reservation [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | |||
Total cost of revenue | |||
Sales Data [Member] | E Commerce [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | |||
Total cost of revenue | |||
Sales Data [Member] | Telecommunication Reseller [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | 14,302 | ||
Total cost of revenue | (18,646) | ||
Sales Data [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 | 195 | 10,949 | |
Total cost of revenue | (61,813) | (63,993) | |
Software Development [Member] | Online F B And Grocery Deliveries [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | |||
Total cost of revenue | |||
Software Development [Member] | Digital Marketing [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | |||
Total cost of revenue | |||
Software Development [Member] | Online Ticketing And Reservation [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | |||
Total cost of revenue | |||
Software Development [Member] | E Commerce [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | |||
Total cost of revenue | (60,548) | (57,705) | |
Software Development [Member] | Telecommunication Reseller [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | |||
Total cost of revenue | |||
Software Development [Member] | Merchant P O S [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | 195 | 10,949 | |
Total cost of revenue | $ (1,265) | (6,288) | |
Sales Online Platform [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | 8,042 | ||
Total cost of revenue | (2,637) | ||
Sales Online Platform [Member] | Online F B And Grocery Deliveries [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | |||
Total cost of revenue | |||
Sales Online Platform [Member] | Digital Marketing [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | |||
Total cost of revenue | |||
Sales Online Platform [Member] | Online Ticketing And Reservation [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | |||
Total cost of revenue | |||
Sales Online Platform [Member] | E Commerce [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | 8,042 | ||
Total cost of revenue | (2,637) | ||
Sales Online Platform [Member] | Telecommunication Reseller [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | |||
Total cost of revenue | |||
Sales Online Platform [Member] | Merchant P O S [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | |||
Total cost of revenue | |||
Hardware [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | |||
Total cost of revenue | |||
Hardware [Member] | Online F B And Grocery Deliveries [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | |||
Total cost of revenue | |||
Hardware [Member] | Digital Marketing [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | |||
Total cost of revenue | |||
Hardware [Member] | Online Ticketing And Reservation [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | |||
Total cost of revenue | |||
Hardware [Member] | E Commerce [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | |||
Total cost of revenue | |||
Hardware [Member] | Telecommunication Reseller [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 | |||
Total cost of revenue |
SEGMENT REPORTING (Details 1)
SEGMENT REPORTING (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | $ 2,042,580 | $ 445,090 |
INDONESIA | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 260,859 | 10,249 |
VIET NAM | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 277,737 | 427,643 |
PHILIPPINES | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 31,671 | 7,198 |
SINGAPORE | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 238,641 | |
UNITED STATES | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 1,057,665 | |
THAILAND | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 174,415 | |
MALAYSIA | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | $ 1,592 |
DEPOSITS, PREPAYMENTS AND OTHER
DEPOSITS, PREPAYMENTS AND OTHER RECEIVABLES (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Deposits | $ 1,059,643 | $ 921,429 | |
Prepayments | 419,880 | 573,513 | |
Prepayments for consultancy fee (a) | 858,665 | ||
Value added tax | 165,508 | 140,053 | |
Interest receivable | 17,548 | 12,763 | |
Other receivables | 279,660 | 204,619 | |
Total | 1,942,239 | 2,711,042 | |
Consideration service amount | 3,250,000 | 3,190,000 | |
Consulting expense | 858,665 | $ 1,288,000 | |
China America Culture Media Inc [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Due from Related Parties | 0 | 433,332 | |
New Continental Technology Inc [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Due from Related Parties | $ 0 | $ 425,333 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 229,010 | $ 310,932 |
Reserve for excess and obsolete inventory | ||
Total Inventories | $ 229,010 | $ 310,932 |
INVENTORIES (Details Narrative)
INVENTORIES (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |||
Cost of Goods and Services Sold | $ 235,246 | $ 395,890 | |
Inventory, Net | $ 229,010 | $ 310,932 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 15,204,722 | $ 15,156,894 |
Less: accumulated amortization | (8,528,657) | (7,698,805) |
Intangible assets, net | $ 6,676,065 | 7,458,089 |
Software Platform [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 2 years 6 months | |
Intangible assets, gross | $ 8,000,000 | 8,000,000 |
Software and Software Development Costs [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 958,778 | 948,457 |
Computer Software, Intangible Asset [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 614,399 | 586,888 |
Software System [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 388,166 | 378,170 |
Intellectual Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 276,000 | 276,000 |
Indefinite-Lived Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 4,965,654 | 4,965,654 |
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] | ||
Finite-Lived Intangible Asset, Useful Life | 3 years | |
Other Intangible Assets [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 5 years |
INTANGIBLE ASSETS (Details 1)
INTANGIBLE ASSETS (Details 1) | Mar. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | |||
Preferred Stock, Shares Subscribed but Unissued | 8,000 | ||
Stated value | $ 1,000 | ||
Amortization of Intangible Assets | $ 800,000 | $ 800,000 | |
Finite-Lived Intangible Assets, Gross | 15,204,722 | $ 15,156,894 | |
Software And Software Development Cost [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | $ 958,778 | $ 948,457 | |
Series A Convertible Preferred Stock [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Preferred Stock, Shares Subscribed but Unissued | 8,000 | ||
Stated value | $ 1,000 | ||
Series A Preferred Stock [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Stock Issued | $ 8,000,000 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 1,178,114 | $ 988,413 |
Less: accumulated depreciation | (350,782) | (282,015) |
Less: exchange difference | ||
Property, Plant and Equipment, Net | 827,332 | 706,038 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 508,335 | 600,629 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 70,616 | 54,683 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 11,525 | 10,702 |
Renovation [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 587,638 | $ 322,399 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 63,917 | $ 6,622 |
AMOUNTS DUE TO RELATED PARTIE_2
AMOUNTS DUE TO RELATED PARTIES (Details) - Related Party [Member] - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2022 | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Due to Related Parties | [1] | $ 22,246 | $ 22,311 |
Debt Instrument, Decrease, Forgiveness | 72,176 | ||
Due to Related Parties, Current | $ 22,246 | $ 22,311 | |
[1] 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 were forgiven by the related parties, the said amount was written off and accounted as capital transaction and therefore credited the additional paid in capital account as of December 31, 2021. The Company's due to related parties balance was $ 22,246 and $ 22,311 as of March 31, 2023 and December 31, 2022, respectively. |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Accounts payable | $ 1,463,466 | $ 1,296,571 | |
Accrued liabilities and other payables- Related Party (a) | [1] | 3,440 | 43,360 |
Accrued liabilities and other payables (b) | [2] | 5,945,652 | 8,281,865 |
Other Accounts payable | 5,949,092 | 8,325,225 | |
Accounts Payable | 7,412,558 | 9,621,796 | |
Related Party 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Unpaid salaries | $ 3,440 | $ 3,360 | |
[1] The amount represented due to one related party in respect to unpaid salaries and amounted to $ 3,440 and $ 3,360 as of March 31, 2023 and December 31, 2022, respectively. Accrued liabilities and other payables consisted of the following: |
ACCOUNTS PAYABLE AND ACCRUED _4
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details 1) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||
Accrued payroll | $ 105,235 | $ 1,023,549 | |
Accrued VAT expenses | 35,527 | 6,801 | |
Accrued taxes | 1,142,205 | 1,653,284 | |
Customer deposit | 901,880 | 1,155,695 | |
Customer refund | 854,421 | 1,146,409 | |
Other payables | [1] | 1,053,494 | 994,213 |
Other accruals | [2] | 1,852,890 | 2,301,914 |
Total Accrued liabilities | $ 5,945,652 | 8,281,865 | |
H P L [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Banking Regulation, Total Capital, Actual | $ 75,000 | ||
[1] Included in these balances on both March 31, 2023 and December 31, 2022 is a $ 75,000 accrual related to an accrued contingency associated with a lawsuit filed against the Company. In 2023, the Company settled this lawsuit for $15,000. The March 31, 2023 and December 31, 2022, balance includes refund provision, income tax provision and other operation accruals. |
ACCOUNTS PAYABLE AND ACCRUED _5
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES AND OTHER PAYABLES (Details Narrative) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | May 31, 2022 |
Defined Benefit Plan Disclosure [Line Items] | |||
Accounts Payable, Current | $ 1,463,466 | $ 1,296,571 | |
Gorilla Business [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Accounts Payable, Current | $ 532,752 |
LEASES (Details)
LEASES (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Leases [Abstract] | ||
Operating lease expense (per ASC 842) | $ 134,455 | $ 59,531 |
Short-term lease expense (other than ASC 842) | 11,418 | 1,246 |
Total lease expense | $ 145,873 | $ 60,777 |
LEASES (Details 1)
LEASES (Details 1) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
2024 | $ 636,832 | |
2025 | 515,592 | |
2026 | 344,283 | |
2027 | 257,659 | |
2028 | 138,964 | |
Total | 1,893,330 | |
Less: interest | (179,571) | |
Present value of lease liabilities | 1,713,759 | $ 1,541,064 |
Less: non-current portion | (1,158,283) | $ (1,073,126) |
Present value of lease liabilities – current liability | $ 555,476 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Lessee, Operating Lease, Discount Rate | 5.82% | |
Operating Lease, Weighted Average Remaining Lease Term | 3 years 6 months | |
Capital Lease Obligations | $ 1,762,350 | |
Operating Lease, Right-of-Use Asset | 1,708,658 | $ 1,537,670 |
Operating Lease, Liability | $ 1,713,759 | $ 1,541,064 |
LOAN (Details)
LOAN (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Aug. 17, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | ||
Debt Instrument [Line Items] | |||||
Loan | $ 26,644 | $ 28,164 | |||
Loans Payable | 26,644 | 28,164 | |||
Interest Expense | 352 | $ 4,045 | |||
S G D 2 [Member] | |||||
Debt Instrument [Line Items] | |||||
Loans Payable | $ 35,937 | ||||
Debt Instrument, Term | 60 months | ||||
Debt Instrument, Maturity Date | Aug. 31, 2026 | ||||
Debt Instrument, Interest Rate During Period | 4.75% | ||||
Interest Expense | 325 | $ 0 | |||
Loan A [Member] | |||||
Debt Instrument [Line Items] | |||||
Loan | [1] | $ 26,644 | $ 28,164 | ||
[1] On August 17, 2021, the newly acquired subsidiary, Gorilla Networks Pte. Ltd., received a loan from a bank of SGD 50,000, approximately $ 35,937 for a term of 60 months until August 31, 2026 . The effective interest rate is 4.75 %. For the three months ended March 31, 2023 and 2022, the Company recognized the interest expense of $ 325 and $ 0 , respectively. |
SHAREHOLDERS' DEFICIT (Details)
SHAREHOLDERS' DEFICIT (Details) - Warrant [Member] - $ / shares | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Warrants Beginning balance | 3,793,928 | 148,305 | 148,305 | ||||
Weighted average exercise price Beginning balance | $ 3.565 | $ 20.57 | $ 20.57 | ||||
Weighted average remaining contractual life (in years) Beginning balance | 3 years 18 days | 4 years 10 months 17 days | [1] | ||||
Warrants Issued | 3,728,784 | [1] | |||||
Weighted average exercise price Issued | [1] | $ 3.28 | |||||
Weighted average remaining contractual life (in years) issued | [1] | 2 years 11 months 1 day | |||||
Warrants Exercised | (79,601) | ||||||
Weighted average exercise price Exercised | $ 3.28 | ||||||
Sharebased Compensation Arrangement By Sharebased Payment Award Options Exercisable Weighted Average Remaining Contractual Term Issued1 | [1] | 6 months | |||||
Warrants Expired | (3,560) | ||||||
Weighted average exercise price Expired | $ 420 | ||||||
Warrants expired | |||||||
Warrants Ending balance | 3,793,928 | 3,793,928 | 148,305 | ||||
Weighted average exercise price Ending balance | $ 3.565 | $ 3.565 | $ 20.57 | ||||
Weighted average remaining contractual life (in years) ending balance | 3 years 18 days | ||||||
[1]Common stock will be issued upon warrants exercise of the 3,649,484 warrants having no intrinsic value as of December 31, 2022. |
SHAREHOLDERS' DEFICIT (Details
SHAREHOLDERS' DEFICIT (Details 1) | 3 Months Ended |
Mar. 31, 2023 $ / shares | |
Before Modification [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Preferred Stock, Dividend Rate, Percentage | 0% |
Risk free rate | 0.06% |
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life | 9 months |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 25% |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.4 |
After Modification [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Preferred Stock, Dividend Rate, Percentage | 0% |
Risk free rate | 0.12% |
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life | 18 months |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 25% |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.4 |
SHAREHOLDERS' DEFICIT (Detail_2
SHAREHOLDERS' DEFICIT (Details 2) - Equity Option [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Offsetting Assets [Line Items] | |||
Warrants Beginning balance | 1,945,270 | ||
Weighted average exercise price Beginning balance | $ 6.49 | $ 0 | |
Share option Granted | 0 | 1,945,270 | |
Weighted average exercise price granted | $ 0 | $ 6.49 | |
Sharebased Compensation Shares Authorized Under Stock Option Plans Exercise Price Range Granted Weighted Average Remaining Contractual Term2 | 10 years | ||
Shares option Exercised | 0 | 0 | |
Weighted average exercise price Exercised | $ 0 | $ 0 | |
Shares option Expired | 0 | 0 | |
Weighted average exercise price Expired | $ 0 | $ 0 | |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 9 years | 9 years 3 months | |
Warrants Ending balance | 1,945,270 | 1,945,270 | |
Weighted average exercise price Ending balance | $ 6.49 | $ 6.49 | $ 0 |
SHAREHOLDERS' DEFICIT (Detail_3
SHAREHOLDERS' DEFICIT (Details 3) - Equity Option [Member] | 3 Months Ended |
Mar. 31, 2023 $ / shares | |
Offsetting Assets [Line Items] | |
Preferred Stock, Dividend Rate, Percentage | 0% |
Risk free rate | 1.52% |
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life | 10 years |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 130% |
Share Price | $ 6.49 |
SHAREHOLDERS' DEFICIT (Detail_4
SHAREHOLDERS' DEFICIT (Details 4) - Directors Stock Awards [Member] - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Warrants Beginning balance | 325,980 | 651,960 | |
Weighted average exercise price Beginning balance | $ 7.65 | $ 7.65 | |
Sharebased Compensation Shares Authorized Under Stock Option Plans Exercise Price Range Granted Weighted Average Remaining Contractual Term2 | 1 year 8 months 1 day | ||
Share awards Granted | 0 | ||
Weighted average grant date fair value per share granted | |||
Share awards Exercised | (325,980) | ||
Weighted average grant date fair value per share Exercised | $ 7.65 | ||
Share awards Expired | 0 | ||
Cancelled | $ 0 | $ 0 | |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 11 months 1 day | ||
Warrants Ending balance | 325,980 | 325,980 | 651,960 |
Weighted average exercise price Ending balance | $ 7.65 | $ 7.65 | $ 7.65 |
Weighted Average Remaining Contractual Life In Years Issued | 11 months 1 day |
SHAREHOLDERS' DEFICIT (Detail_5
SHAREHOLDERS' DEFICIT (Details 5) | 3 Months Ended |
Mar. 31, 2023 shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Total | 325,980 |
2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Total | 325,980 |
SHAREHOLDERS_ DEFICIT (Details
SHAREHOLDERS’ DEFICIT (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Nov. 12, 2021 | Nov. 08, 2021 | Sep. 21, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Feb. 28, 2022 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||
Common Stock, Shares Authorized | 95,000,000 | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||||
Preferred Stock, Shares Authorized | 5,000,000 | ||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | ||||||
Common Stock, Shares, Outstanding | 28,171,523 | 27,082,849 | |||||
Stockholders' Equity, Reverse Stock Split | 1 for 2.5 | ||||||
Common Stock Dividends, Shares | 2,888,889 | ||||||
Public offering price per shares | $ 9 | ||||||
Option Indexed to Issuer's Equity, Shares | 236,111 | ||||||
Firm shares | $ 26,000,001 | ||||||
Option shares | $ 2,124,999 | ||||||
Costs and Expenses | $ 2,677,846 | ||||||
IPO closings description | the closing of the IPO, 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. | ||||||
Warrant description | During the three months ended March 31, 2022 a total of 70,300 warrants were exercised in exchange for 160,000 shares of common stock for the value of $357,000. | ||||||
Redeemable warrant per share | $ 420 | ||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 0 | ||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 0 | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested in Period, Fair Value | $ 0 | $ 303,990 | |||||
Subsidiary [Member] | |||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||
Shares, Issued | 2,497 | 0 | 226,629 | ||||
Employee Stock [Member] | |||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||
Common Stock, Capital Shares Reserved for Future Issuance | 196,078 | 116,000 | |||||
Issuance of common stock value | $ 546,500 | $ 338,760 | |||||
Six Employees [Member] | |||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||
Common Stock, Capital Shares Reserved for Future Issuance | 109,156 | 25,444 | |||||
Issuance of common stock value | $ 113,500 | $ 86,469 | |||||
Brugau Pte Ltd [Member] | |||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||
Common Unit, Issued | 13,273 | ||||||
Cory Bentley [Member] | |||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||
Agreement value | $ 119,457 |
PREFERRED STOCKS AND WARRANTS_2
PREFERRED STOCKS AND WARRANTS (Details) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Preferred stock, shares authorized | 5,000,000 | |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares Stated Value | $ 1,000 | |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares Stated Value | $ 1,336 | |
Series B 1 Preferred Stock [Member] | ||
Preferred stock, shares authorized | 15,000 | 15,000 |
Preferred stock, shares Stated Value | $ 2,917 | |
Series C Preferred Stock [Member] | ||
Preferred stock, shares authorized | 15,000 | 15,000 |
Preferred stock, shares Stated Value | $ 5,763 | |
Series C 1 Preferred Stock [Member] | ||
Preferred stock, shares authorized | 30,000 | 30,000 |
Preferred stock, shares Stated Value | $ 420 | |
Series X Super Voting Preferred Stock [Member] | ||
Preferred stock, shares authorized | 3,500 | |
Preferred stock, shares Stated Value | $ 0.0001 |
PREFERRED STOCKS AND WARRANTS_3
PREFERRED STOCKS AND WARRANTS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2020 | Dec. 31, 2022 | |
Preferred Stock, Shares Outstanding | 4,916,500 | 4,916,500 | ||
Series A Preferred Stock [Member] | ||||
Stock Issued During Period, Shares, Purchase of Assets | 888,889 | |||
Stock Issued During Period, Value, Purchase of Assets | $ 8,000,000 | |||
Share Price | $ 9 | |||
Preferred Stock, Shares Outstanding | 0 | 0 | ||
Series B Preferred Stock [Member] | ||||
Stock Issued During Period, Shares, Purchase of Assets | 764,400 | |||
Stock Issued During Period, Value, Purchase of Assets | $ 3,412,503 | |||
Preferred Stock, Shares Outstanding | 0 | 2,548 | ||
Series B 1 Preferred Stock [Member] | ||||
Stock Issued During Period, Shares, Purchase of Assets | 48,000 | |||
Stock Issued During Period, Value, Purchase of Assets | $ 466,720 | |||
Share Price | $ 9.72 | $ 2,917 | ||
Preferred Stock, Shares Outstanding | 0 | 0 | ||
Stock Issued During Period, Shares, New Issues | 40 | |||
Stock Issued During Period, Value, New Issues | $ 116,680 | |||
Series C Preferred Stock [Member] | ||||
Stock Issued During Period, Shares, Purchase of Assets | 465,600 | |||
Stock Issued During Period, Value, Purchase of Assets | $ 8,353,373 | |||
Share Price | $ 17.9 | |||
Preferred Stock, Shares Outstanding | 0 | 0 | ||
Series C 1 Preferred Stock [Member] | ||||
Stock Issued During Period, Shares, Purchase of Assets | 4,195,200 | |||
Stock Issued During Period, Value, Purchase of Assets | $ 5,536,832 | |||
Share Price | $ 1.21 | |||
Preferred Stock, Shares Outstanding | 0 | 0 | ||
Series X Super Voting Preferred Stock [Member] | ||||
Preferred Stock, Shares Outstanding | 3,500 | 3,500 |
TREASURY STOCKS (Details)
TREASURY STOCKS (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Equity [Abstract] | ||
Aggregate common stock repurchased shares | 511,760 | |
Weighted average price paid per share | $ 1.0591 | |
Total Amount paid | $ 541,988 |
TREASURY STOCKS (Details Narrat
TREASURY STOCKS (Details Narrative) - USD ($) | Mar. 31, 2023 | Jan. 25, 2023 |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Repurchase Agreement Counterparty, Amount at Risk | $ 1,458,012 | |
Board of Directors Chairman [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Stock Repurchase Program, Authorized Amount | $ 2,000,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
- Local | $ 3,902,769 | $ 5,716,178 |
- Foreign | 1,486,830 | 873,925 |
Loss before income taxes | $ 5,389,599 | $ 6,590,103 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income tax expense | $ 614 | $ 1,302 |
UNITED STATES | ||
Income tax expense Current | ||
Income tax expense Deferred | ||
SINGAPORE | ||
Income tax expense Current | ||
Income tax expense Deferred | ||
VIET NAM | ||
Income tax expense Current | ||
Income tax expense Deferred | ||
INDIA | ||
Income tax expense Current | 614 | 1,302 |
Income tax expense Deferred |
INCOME TAXES (Details 3)
INCOME TAXES (Details 3) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
ROU net liability | $ 248 | |
Deferred tax assets Net operating loss carryforwards | 14,183,479 | 14,503,793 |
Less: valuation allowance | (14,183,479) | (14,503,793) |
Deferred tax assets, net | ||
UNITED STATES | ||
Deferred tax assets Software intangibles | 150,465 | 261,555 |
Deferred Stock Compensation | 5,864,670 | 7,539,329 |
Deferred tax assets Net operating loss carryforwards | 5,914,766 | 4,791,994 |
SINGAPORE | ||
Deferred tax assets Net operating loss carryforwards | 1,078,354 | 975,690 |
VIET NAM | ||
Deferred tax assets Net operating loss carryforwards | 718,701 | 563,376 |
INDIA | ||
Deferred tax assets Net operating loss carryforwards | ||
PHILIPPINES | ||
Deferred tax assets Net operating loss carryforwards | 194,160 | 144,211 |
INDONESIA | ||
Deferred tax assets Net operating loss carryforwards | 119,497 | 85,450 |
THAILAND | ||
Deferred tax assets Net operating loss carryforwards | 142,866 | 139,940 |
MALAYSIA | ||
Deferred tax assets Net operating loss carryforwards |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Unrecognized Tax Benefits | $ 0 | ||
Income Tax Examination, Penalties Expense | $ 0 | ||
United State [Member] | |||
Operating Loss Carryforwards | $ 28,165,554 | ||
Deferred Tax Assets, Net of Valuation Allowance | 5,914,766 | ||
SINGAPORE | |||
Operating Loss Carryforwards | 6,343,259 | ||
Deferred Tax Assets, Net of Valuation Allowance | 1,078,354 | ||
Vietnam [Member] | |||
Operating Loss Carryforwards | 3,593,503 | ||
Deferred Tax Assets, Net of Valuation Allowance | $ 718,701 | ||
Effective Income Tax Rate Reconciliation, Percent | 20% | ||
India [Member] | |||
Operating Loss Carryforwards | $ 2,438 | ||
Deferred Tax Assets, Net of Valuation Allowance | $ 610 | ||
Effective Income Tax Rate Reconciliation, Percent | 25% | ||
Indonesia [Member] | |||
Operating Loss Carryforwards | $ 543,166 | ||
Deferred Tax Assets, Net of Valuation Allowance | 119,497 | ||
Philippines [Member] | |||
Operating Loss Carryforwards | 776,641 | ||
Deferred Tax Assets, Net of Valuation Allowance | 194,160 | ||
Thailand [Member] | |||
Operating Loss Carryforwards | 714,331 | ||
Deferred Tax Assets, Net of Valuation Allowance | 142,866 | ||
Malaysia [Member] | |||
Operating Loss Carryforwards | 2,708 | ||
Deferred Tax Assets, Net of Valuation Allowance | $ 650 |
PENSION COSTS (Details Narrativ
PENSION COSTS (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Retirement Benefits [Abstract] | ||
Pension Cost (Reversal of Cost) | $ 92,206 | $ 8,090 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Shareholder Service [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Professional Fees | $ 200,000 | $ 0 |
Accrued Professional Fee | 155,417 | 33,851 |
Director [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Repayments of Related Party Debt | 242,500 | 0 |
Increase (Decrease) in Accrued Salaries | 214,843 | 3,520 |
Director [Member] | Equity Option [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Repayments of Related Party Debt | $ 1,560,351 | $ 0 |
Key Management Personnel Memberl [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 159,032 | 363,868 |
Share-Based Payment Arrangement, Noncash Expense | $ 552,522 | $ 2,783,594 |
Directors [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 352,845 | |
Officer [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Professional Fees | $ 2,624 | $ 4,448 |
Shareholder [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Stock Issued During Period, Shares, Other | 196,078 | |
Stock Issued During Period, Value, Other | $ 200,000 | $ 0 |
CONCENTRATIONS OF RISK (Details
CONCENTRATIONS OF RISK (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenues | $ 2,042,580 | $ 445,090 |
Customer A [Member] | ||
Revenues | $ 952,665 | |
Concentration Risk, Percentage | 46.64% | |
Accounts receivable | $ 321,094 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - Purchase Agreement [Member] | 1 Months Ended |
Dec. 27, 2022 USD ($) | |
Offsetting Assets [Line Items] | |
Business Acquisition, Percentage of Voting Interests Acquired | 100% |
Business Acquisitions, Purchase Price Allocation, Year of Acquisition, Net Effect on Income | $ 10,000 |
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 25,000 |