Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 08, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
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, Address Line Two | Suite 200 | |
Entity Address, City or Town | Carson City | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89701 | |
City Area Code | +65 | |
Local Phone Number | 6518-9385 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | SOPA | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 28,457,239 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 10,839,434 | $ 18,930,986 |
Restricted cash | 80,631 | 72,350 |
Accounts receivable, net | 1,244,260 | 951,325 |
Inventories | 200,359 | 310,932 |
Contract assets | 303,001 | 20,310 |
Deposits, prepayments and other receivables | 1,762,319 | 2,711,042 |
Deferred tax assets | 164,836 | |
Total current assets | 14,594,840 | 22,996,945 |
Non-current assets: | ||
Intangible assets, net | 6,778,942 | 7,458,089 |
Goodwill | 176,922 | |
Property, plant and equipment, net | 813,315 | 706,038 |
Right of use assets, net | 1,609,461 | 1,537,670 |
Total non-current assets | 9,378,640 | 9,701,797 |
TOTAL ASSETS | 23,973,480 | 32,698,742 |
Current liabilities: | ||
Accounts payables | 1,732,961 | 1,296,571 |
Contract liabilities | 1,251,633 | 1,405,090 |
Accrued liabilities and other payables | 6,500,647 | 8,325,225 |
Due to related parties | 64,181 | 22,311 |
Deferred tax liabilities | 69,000 | 69,000 |
Operating lease liabilities | 555,591 | 467,938 |
Loan | 24,378 | 28,164 |
Total current liabilities | 10,198,391 | 11,614,299 |
Non-current liabilities | ||
Operating lease liabilities | 1,065,261 | 1,073,126 |
TOTAL LIABILITIES | 11,263,652 | 12,687,425 |
COMMITMENTS AND CONTINGENCIES | ||
Convertible preferred shares: $0.0001 par value, 5,000,000 shares authorized, 4,916,500 and 4,916,500 shares undesignated as of June 30, 2023 and December 31, 2022, respectively | ||
SHAREHOLDERS’ EQUITY | ||
Common shares: $0.0001 par value, 95,000,000 shares authorized; 28,457,239and 27,082,849 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively | 2,845 | 2,708 |
Additional paid-in capital | 103,694,273 | 101,427,160 |
Less: Common shares held in treasury, at cost; 611,605 and 0 shares at June 30, 2023 and December 31, 2022 | (640,525) | |
Accumulated other comprehensive gain (loss) | (184,252) | 56,527 |
Accumulated deficit | (89,748,748) | (81,138,563) |
Total equity attributable to Society Pass Incorporated | 13,123,593 | 20,347,832 |
Non-controlling interest | (413,765) | (336,515) |
TOTAL EQUITY | 12,709,828 | 20,011,317 |
TOTAL LIABILITIES AND EQUITY | 23,973,480 | 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 | Jun. 30, 2023 | Dec. 31, 2022 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares undesignated | 4,916,500 | 4,916,500 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 95,000,000 | 95,000,000 |
Common Stock, Shares, Issued | 28,457,239 | 27,082,849 |
Common Stock, Shares, Outstanding | 28,457,239 | 27,082,849 |
Treasury Stock, Common, Shares | 611,605 | 0 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 10,000 | 10,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Series B Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 10,000 | 10,000 |
Preferred Stock, Shares Issued | 0 | 2,548 |
Preferred Stock, Shares Outstanding | 0 | 2,548 |
Series B 1 Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 15,000 | 15,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Series C Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 15,000 | 15,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Series C 1 Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 30,000 | 30,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Series X Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 3,500 | 3,500 |
Preferred Stock, Shares Issued | 3,500 | 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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Total revenue | $ 2,187,232 | $ 499,062 | $ 4,229,812 | $ 944,152 |
Total cost of revenue | (1,610,073) | (499,200) | (2,966,416) | (959,083) |
Gross income (loss) | 577,159 | (138) | 1,263,396 | (14,931) |
Operating expenses: | ||||
Sales and marketing expenses | (98,714) | (253,290) | (229,378) | (449,392) |
Software development costs | (15,209) | (17,320) | (29,128) | (36,868) |
Impairment loss | (528,583) | |||
General and administrative expenses | (3,879,049) | (7,345,364) | (9,870,935) | (13,186,062) |
Total operating expenses | (3,992,972) | (7,615,974) | (10,129,441) | (14,200,905) |
Loss from operations | (3,415,813) | (7,616,112) | (8,866,045) | (14,215,836) |
Other income (expense): | ||||
JV income | 3,696 | 6,844 | ||
Gain on early lease termination | 1,064 | |||
Interest income | 59,208 | 6,027 | 99,194 | 6,072 |
Interest expense | (300) | (384) | (652) | (4,429) |
Waiver of loan payable | 15,200 | 15,200 | ||
Written-off of fixed assets | (2,583) | (2,583) | ||
Other income | 32,416 | 24,672 | 49,203 | 38,293 |
Total other income (expense) | 107,637 | 30,315 | 168,270 | 39,936 |
Loss before income taxes | (3,308,176) | (7,585,797) | (8,697,775) | (14,175,900) |
Income taxes | (1,054) | (797) | (1,668) | (2,099) |
NET LOSS | (3,309,230) | (7,586,594) | (8,699,443) | (14,177,999) |
NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST | 6,028 | (82,270) | (89,258) | (125,297) |
NET LOSS ATTRIBUTABLE TO NON-SOCIETY PASS INCORPORATED | (3,315,258) | (7,504,324) | (8,610,185) | (14,052,702) |
Other comprehensive income (loss): | ||||
Net loss | (3,309,230) | (7,586,594) | (8,699,443) | (14,177,999) |
Foreign currency translation adjustment | 171,645 | 66,875 | (228,771) | 21,699 |
COMPREHENSIVE LOSS | (3,137,585) | (7,519,719) | (8,928,214) | (14,156,300) |
Net income (loss) attributable to non-controlling interest | 6,028 | (82,270) | (89,258) | (125,297) |
Foreign currency translation adjustment attributable to non-controlling interest | 30,207 | 6,371 | 12,008 | 3,356 |
Comprehensive loss attributable to Society Pass Incorporated | $ (3,173,820) | $ (7,443,820) | $ (8,850,964) | $ (14,034,359) |
Net loss per share attributable to Society Pass Incorporated: | ||||
– Basic | $ (0.12) | $ (0.31) | $ (0.30) | $ (0.61) |
– Diluted | $ (0.12) | $ (0.31) | $ (0.30) | $ (0.61) |
Weighted average common shares outstanding | ||||
– Basic | 28,171,523 | 24,347,607 | 27,630,193 | 23,126,643 |
– Diluted | 28,171,523 | 24,347,607 | 27,630,193 | 23,126,643 |
Sales Online Ordering [Member] | ||||
Total revenue | $ 112,169 | $ 482,410 | $ 369,771 | $ 916,551 |
Total cost of revenue | (124,489) | (456,968) | (359,735) | (852,858) |
Sales Digital Marketing [Member] | ||||
Total revenue | 1,510,960 | 2,794,734 | ||
Total cost of revenue | (1,306,684) | (2,270,845) | ||
Sales Online Ticketing And Reservation [Member] | ||||
Total revenue | 556,042 | 1,042,749 | ||
Total cost of revenue | (95,067) | (171,544) | ||
Sales Data [Member] | ||||
Total revenue | 6,369 | 5,642 | 20,671 | 5,642 |
Total cost of revenue | (14,708) | (975) | (33,354) | (975) |
Software Sales [Member] | ||||
Total revenue | 1,692 | 10,941 | 1,887 | 21,890 |
Total cost of revenue | (69,125) | (41,212) | (130,938) | (105,205) |
Hardware Sales [Member] | ||||
Total revenue | 69 | 69 | ||
Total cost of revenue | $ (45) | $ (45) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Treasury Stock, Common [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 | ||||||
Shares issued for services | $ 11 | 1,632,162 | 1,632,163 | |||||
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, 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 | ||||||
Net loss for the period | (14,177,999) | |||||||
Ending balance, value at Jun. 30, 2022 | $ 2,454 | 96,026,414 | (35,997) | (61,405,158) | (224,725) | 34,362,988 | ||
Ending balance, shares at Jun. 30, 2022 | 3,500 | 24,544,443 | ||||||
Beginning balance, value at Mar. 31, 2022 | $ 2,375 | 93,557,338 | (96,501) | (53,900,834) | (148,826) | 39,413,552 | ||
Beginning balance, shares at Mar. 31, 2022 | 3,500 | 23,761,094 | ||||||
Shares issued for services | $ 37 | 1,694,702 | 1,694,739 | |||||
Shares issued for services, shares | 370,000 | |||||||
Shares issued for accrued salaries | $ 3 | 61,747 | 61,750 | |||||
Shares issued for accrued salaries, shares | 29,353 | |||||||
Shares issued for director’s remuneration | $ 32 | 899,964 | 899,996 | |||||
Shares issued for directors remuneration, shares | 316,092 | |||||||
Shares issued to acquire subsidiary | $ 4 | 83,236 | 83,240 | |||||
Shares issued to acquire subsidiary, shares | 40,604 | |||||||
Share issued upon the exercise of warrant | $ 3 | 55,887 | 55,890 | |||||
Share issued upon the exercise of warrant, shares | 27,300 | |||||||
Fair value of stock option granted for director’s bonus | (303,990) | (303,990) | ||||||
Reverse shares issued to acquire non-controlling interest | (22,470) | (22,470) | ||||||
Foreign currency translation adjustment | 60,504 | 6,371 | 66,875 | |||||
Net loss for the period | (7,504,324) | (82,270) | (7,586,594) | |||||
Ending balance, value at Jun. 30, 2022 | $ 2,454 | 96,026,414 | (35,997) | (61,405,158) | (224,725) | 34,362,988 | ||
Ending balance, shares at Jun. 30, 2022 | 3,500 | 24,544,443 | ||||||
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 | $ 11 | 546,489 | 546,500 | |||||
Shares issued for services, shares | 196,078 | |||||||
Shares issued for accrued salaries | $ 20 | 113,480 | 113,500 | |||||
Shares issued for accrued salaries, shares | 109,156 | |||||||
Shares issued upon the exercise options | $ 78 | 1,226,715 | 1,226,793 | |||||
Share issued upon the exercise options, shares | 783,440 | |||||||
Shares repurchase during the period | $ (541,988) | (541,988) | ||||||
Share repurchase during the period , shares | 511,760 | |||||||
Foreign currency translation adjustment | (382,217) | (18,199) | (541,988) | |||||
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 | |||||
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 | ||||||
Net loss for the period | (8,699,443) | |||||||
Ending balance, value at Jun. 30, 2023 | $ 2,845 | $ (640,525) | 103,694,273 | (184,252) | (89,748,748) | (413,765) | 12,709,828 | |
Ending balance, shares at Jun. 30, 2023 | 3,500 | 28,457,241 | 611,605 | |||||
Beginning balance, value at Mar. 31, 2023 | $ 2,817 | $ (541,988) | 103,313,844 | (325,690) | (86,433,490) | (450,000) | 15,565,493 | |
Beginning balance, shares at Mar. 31, 2023 | 3,500 | 28,171,523 | 511,760 | |||||
Shares issued for services | 149,625 | 149,625 | ||||||
Shares issued for accrued salaries | $ 28 | 230,804 | 230,832 | |||||
Shares issued for accrued salaries, shares | 285,718 | |||||||
Shares repurchase during the period | $ (98,537) | (98,537) | ||||||
Share repurchase during the period , shares | 99,845 | |||||||
Foreign currency translation adjustment | 141,438 | 30,207 | 171,645 | |||||
Net loss for the period | (3,315,258) | 6,028 | (3,309,230) | |||||
Ending balance, value at Jun. 30, 2023 | $ 2,845 | $ (640,525) | $ 103,694,273 | $ (184,252) | $ (89,748,748) | $ (413,765) | $ 12,709,828 | |
Ending balance, shares at Jun. 30, 2023 | 3,500 | 28,457,241 | 611,605 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (8,699,443) | $ (14,177,999) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 935,531 | 1,614,617 |
Gain from early lease termination | (1,064) | |
Written-off of fixed assets | 2,583 | |
Waiver of loan payable | (15,200) | |
Impairment loss | 528,583 | |
Financing charges – first insurance funding | 4,429 | |
Stock based compensation for services | 2,267,250 | 4,208,568 |
Deferred tax assets | (164,836) | |
Change in operating assets and liabilities: | ||
Accounts receivable | (269,800) | 8,699 |
Inventories | 110,573 | (111,060) |
Deposits, prepayments and other receivables | 1,005,716 | 2,470,800 |
Contract assets | (282,691) | |
Contract liabilities | (203,281) | (20,611) |
Accounts payables | 425,124 | 104,097 |
Accrued liabilities and other payables | (2,047,472) | 436,712 |
Advances to related parties | 57,070 | (502,014) |
Right of use assets | 279,986 | 139,420 |
Operating lease liabilities | (286,297) | (152,715) |
Net cash used in operating activities | (6,886,251) | (5,448,474) |
Cash flows from investing activities: | ||
Purchase of property, plant, and equipment | (244,454) | (58,901) |
Purchase of subsidiary | (200,000) | |
Cash from purchase of subsidiary and business operation | 26,933 | 31,028 |
Net cash used in investing activities | (217,521) | (227,873) |
Cash flows from financing activities: | ||
Repurchase of common share | (640,525) | |
Proceed from the issuance of preferred stock and exercise of warrants into preferred stock | 412,890 | |
Proceeds from public offering, net of offering expenses | 10,402,891 | |
Repayment of loan | (464,368) | |
Net cash provided by (used in) financing activities | (640,525) | 10,351,413 |
Effect on exchange rate change on cash and cash equivalents | (338,975) | 73,003 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | (8,083,271) | 4,748,069 |
CASH AND CASH EQUIVALENT AT BEGINNING OF YEAR | 19,003,336 | 23,264,777 |
CASH AND CASH EQUIVALENT AT END OF YEAR | 10,920,605 | 28,012,846 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 652 | |
Cash paid for income tax | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Shares issued to acquire subsidiary | 883,240 | |
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 | $ 209,969 |
DESCRIPTION OF BUSINESS AND ORG
DESCRIPTION OF BUSINESS AND ORGANIZATION | 6 Months Ended |
Jun. 30, 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 several acquisitions in calendar year 2022 and 2023, as follows: • In February 2022, the Company completed the acquisition of 100 • In May 2022, the Company completed another acquisition of 100 • On July 7, 2022, the Company and its wholly owned subsidiary Thoughtful Media Group Incorporated collectively acquired 100 • On July 21, 2022, the Company acquired 100 • On August 15, 2022, the Company and its 95 • On April 1, 2023, the Company’s 100 • On April 1, 2023, the Company’s 99 On February 10, 2021, the Company effected a 750 for 1 On September 21, 2021, the Company effected a 1 for 2.5 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 9.00 236,111 26,000,001 2,124,999 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 3,030,300 3.30 454,545 On June 30, 2023, NextGen Retail Inc., a Nevada corporation (the “Buyer”), a wholly-owned subsidiary of the Company (the “Registrant”), entered into a Securities Purchase Agreement with Story-I Ltd., an Australian corporation (“Story-I Australia”), Story-I Pte Ltd., a Singapore corporation (“Story-I Singapore”), a wholly-owned subsidiary of Story-I Australia, and Michael Chan, to purchase 95 1.85 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 % Thoughtful Media Group Co. Ltd (FKA: Hottab Asset Company Limited) Vietnam July 25, 2019 Digital marketing VND 5,000,000,000 100 % Nextgen Retail Incorporated (FKA: 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 4,000,000 99.75 % AdActive Media CA Inc. United States April 12, 2010 Digital marketing US$252 100 % 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 % PT Wahana Cerita Indonesia Indonesia January 14, 2022 Digital marketing and event organizer IDR 51,000,000 100 % Mekong Leisure Travel Joint Stock Company Vietnam October 6, 2011 Online ticketing, reservation and system VND 875,460,000 99 % Sopa Incorporated United States May 22, 2023 Investment holding Preferred: US$1,000 Common: US$20,000 100 % Nusatrip Incorporated United States May 22, 2023 Investment holding Preferred: US$1,000 Common: US$20,000 100 % The Company and its subsidiaries are hereinafter referred to as (the “Company”). On February 23, 2023, Society Pass Incorporated acquired additional issued capital in Nusatrip International Pte Ltd of 2,225,735 75 99 On May 22, 2023, Thoughtful Media Group Inc and Society Pass Inc acquired additional issued capital in Thoughtful (Thailand) Co Ltd of 397,000 2,000 |
LIQUIDITY AND CAPITAL RESOURCES
LIQUIDITY AND CAPITAL RESOURCES | 6 Months Ended |
Jun. 30, 2023 | |
Liquidity And Capital Resources | |
LIQUIDITY AND CAPITAL RESOURCES | NOTE-2 LIQUIDITY AND CAPITAL RESOURCES The accompanying unaudited condensed consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of June 30, 2023, the Company had cash balances of $ 10,920,065 4,396,449 89,748,748 8,699,443 6,886,251 217,521 640,525 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. Global Events 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 | 6 Months Ended |
Jun. 30, 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 • 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 June 30, 2023 and December 31,2022, the cash and cash equivalents excluded restricted cash amounted to $ 10,839,434 18,930,986 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 3,846,897 10,431,681 6,273,262 12,032,534 • 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 June 30, 2023 and December 31, 2022, the restricted cash amounted to $ 80,631 72,350 • 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 June 30, 2023 and December 31, 2022, there was no • 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 six months ended June 30, 2023 and 2022, the Company recorded an allowance for obsolete inventories of $ 0 0 200,359 310,932 • 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 Office equipment 5 Renovation 5 Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations. • Impairment of long-lived assets In accordance with the provisions of ASC Topic 360, " Impairment or Disposal of Long-Lived Assets • Revenue recognition The Company adopted Accounting Standards Update ("ASU")2014-09, Revenue from Contracts with Customers (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. More importantly, Gorilla enables its customers to convert unused mobile data into digital assets or Gorilla GO Tokens through its innovative proprietary blockchain-based SwitchBack feature. Gorilla GO Tokens in turn can be redeemed for eVouchers, to offset future bills, or be redeemed for other value-added services. Please visit https://gorilla.global/ for more information. Digital Marketing The acquisition of a digital marketing 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 June 30, 2023 and 2022, the Company generated revenue of $54,707 and $482,410 respectively, in the Lifestyle sector. During the six months ended June 30, 2023 and 2022, the Company generated revenue of $280,924 and $892,715 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 June 30, 2023 and 2022, the Company generated revenue of $ 1,692 10,941 During the six months ended June 30, 2023 and 2022, the Company generated revenue of $ 1,887 21,890 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 June 30, 2023 and 2022, the Company generated revenue of $ 54,762 8,042 During the six months ended June 30, 2023 and 2022, the Company generated revenue of $ 88,847 23,836 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 June 30, 2023 and 2022, the Company generated revenue of $ 6,369 5,642 During the six months ended June 30, 2023 and 2022, the Company generated revenue of $ 20,671 5,642 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 June 30, 2023 and 2022, the Company generated revenue of $ 1,510,960 0 During the six months ended June 30, 2023 and 2022, the Company generated revenue of $ 2,794,734 0 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. Online hotel booking system The Company's revenues are substantially reported on a gross basis as the company is primarily responsible for providing the underlying online booking system to hotel owner. Revenue from system subscription fee and commission are substantially recognized at period of time throughout the performance obligations that are satisfied. During the three months ended June 30, 2023 and 2022, the Company generated revenue of $ 556,042 0 During the six months ended June 30, 2023 and 2022, the Company generated revenue of $ 1,042,749 0 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 $ 303,001 20,310 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 $ 1,251,633 1,405,090 • 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 six months ended June 30, 2023, and 2022, software development costs were $ 29,128 36,868 15,209 17,320 • Cost of sales Cost of sales under online ordering consist of the cost of merchandizes ordered by the consumers and the related shipping and handling costs, which are directly attributable to the sales of online ordering. Cost of sales 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 $ 229,378 449,392 98,714 253,290 • 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 June 30, 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 six months ended June 30, 2023 and 2022: Schedule of Foreign currencies translation and transactions June 30, June 30, 2022 Period-end SGD$:US$ exchange rate $ 0.73826 $ 0.71874 Period average SGD$:US$ exchange rate $ 0.74826 $ 0.73258 Translation of amounts from VND into US$ has been made at the following exchange rates for the six months ended June 30, 2023 and 2022: June 30, June 30, 2022 Period-end VND$:US$ exchange rate $ 0.000042 $ 0.000043 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 six months ended June 30, 2023 and 2022: June 30, June 30, 2022 Period-end INR$:US$ exchange rate $ 0.012185 $ 0.012675 Period average INR$:US$ exchange rate $ 0.012674 $ 0.013126 Translation of amounts from PHP into US$ has been made at the following exchange rates for the six months ended June 30, 2023 and 2022: June 30, June 30, 2022 Period-end PHP:US$ exchange rate $ 0.018077 $ 0.018176 Period average PHP:US$ exchange rate $ 0.018099 $ 0.019173 Translation of amounts from THB into US$ has been made at the following exchange rates for the six months ended June 30, 2023 and 2022: June 30, June 30, 2022 Period-end THB:US$ exchange rate $ 0.028206 $ N/A Period average THB:US$ exchange rate $ 0.029216 $ N/A Translation of amounts from MYR into US$ has been made at the following exchange rates for the six months ended June 30, 2023 and 2022: June 30, June 30, 2022 Period-end MYR:US$ exchange rate $ 0.213973 $ N/A Period average MYR:US$ exchange rate $ 0.224385 $ N/A Translation of amounts from IDR into US$ has been made at the following exchange rates for the six months ended June 30, 2023 and 2022: June 30, June 30, 2022 Period-end IDR:US$ exchange rate $ 0.000066 $ 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 ASC Topic 220, “ Comprehensive Income • Earning per share Basic per share amounts are calculated using the weighted average shares outstanding during the year, excluding u |
REVENUE
REVENUE | 6 Months Ended |
Jun. 30, 2023 | |
Revenue | |
REVENUE | NOTE-4 REVENUE Revenue was generated from the following activities: Schedule of Revenue Six months ended June 30, 2023 2022 Sales – online ordering $ 369,771 $ 916,551 Sales – digital marketing 2,794,734 — Sales – online ticketing and reservation 1,042,749 — Sales – data 20,671 5,642 Software subscription sales 1,887 21,890 Hardware sales — 69 $ 4,229,812 $ 944,152 Three months ended June 30, 2023 2022 Sales – online ordering $ 112,169 $ 482,410 Sales – digital marketing 1,510,960 — Sales – online ticketing and reservation 556,042 — Sales – data 6,369 5,642 Software subscription sales 1,692 10,941 Hardware sales — 69 $ 2,187,232 $ 499,062 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 June 30, 2023 December 31, 2022 Contract liabilities, brought forward $ 1,405,090 $ 25,229 Add: recognized as deferred revenue 1,251,633 1,405,090 Less: recognized as revenue (1,405,090 ) (25,229 ) Contract liabilities, carried forward $ 1,251,633 $ 1,405,090 |
SEGMENT REPORTING
SEGMENT REPORTING | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE-5 SEGMENT REPORTING Currently, the Company has six 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 Six Months ended June 30, 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 88,847 — — 280,924 — — 369,771 Sales – digital marketing — 2,794,734 — — — — 2,794,734 Sales – online ticketing and reservation — — 1,042,749 — — — 1,042,749 Sales – data — — — — 20,671 — 20,671 Software sales — — 1,142 — — 745 1,887 Total revenue 88,847 2,794,734 1,043,891 280,924 20,671 745 4,229,812 Cost of sales: Cost of online ordering (99,360 ) — — (260,375 ) — — (359,735 ) Cost of digital marketing — (2,270,845 ) — — — — (2,270,845 ) Cost of online platform — — (171,544 ) — — — (171,544 ) Cost of data — — — — (33,354 ) — (33,354 ) Software cost — — (8,633 ) (120,384 ) — (1,921 ) (130,938 ) Total cost of revenue (99,360 ) (2,270,845 ) (180,177 ) (380,759 ) (33,354 ) (1,921 ) (2,966,416 ) Gross income (loss) (10,513 ) 523,889 863,714 (99,835 ) (12,683 ) (1,176 ) 1,263,396 Operating Expenses Sales and marketing expenses (1,782 ) (21,177 ) (148,558 ) (55,422 ) (52 ) (2,387 ) (229,378 ) Software development costs — — — — — (29,128 ) (29,128 ) Depreciation (9,227 ) (6,270 ) (56,691 ) (19,434 ) — (43,909 ) (135,531 ) Amortization — — — — — (807,521 ) (807,521 ) General and administrative expenses (189,297 ) (631,917 ) (1,006,550 ) (429,829 ) (73,201 ) (6,597,089 ) (8,927,883 ) Total operating expenses (200,306 ) (659,364 ) (1,211,799 ) (504,685 ) (73,253 ) (7,480,034 ) (10,129,441 ) Loss from operations (210,819 ) (135,475 ) (348,085 ) (604,520 ) (85,936 ) (7,481,210 ) (8,866,045 ) Other income (expense) JV income 6,844 — — — — — 6,844 Gain on early lease termination — 1,064 — — — — 1,064 Interest income 5 123 1,346 783 — 96,937 99,194 Interest expense (27 ) — 5 — (630 ) — (652 ) Waiver of loan payable 26,221 — — — — (11,021 ) 15,200 Written-off of fixed assets (2,583 ) — — — — — (2,583 ) Other income 3,274 65 1,396 1,072 12,441 30,955 49,203 Total other income (expense) 33,734 1,252 2,747 1,855 11,811 116,871 168,270 Loss before income taxes (177,085 ) (134,223 ) (345,338 ) (602,665 ) (74,125 ) (7,364,339 ) (8,697,775 ) Three Months ended June 30, 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 54,762 — — 57,407 — — 112,169 Sales – digital marketing — 1,510,960 — — — — 1,510,960 Sales – online ticketing and reservation — — 556,042 — — — 556,042 Sales – data — — — — 6,369 — 6,369 Software sales — — 1,142 — — 550 1,692 Total revenue 54,762 1,510,960 557,184 57,407 6,369 550 2,187,232 Cost of sales: Cost of online ordering (66,094 ) — — (58,395 ) — — (124,489 ) Cost of digital marketing — (1,306,684 ) — — — — (1,306,684 ) Cost of online platform — — (95,067 ) — — — (95,067 ) Cost of data — — — — (14,708 ) — (14,708 ) Software cost — — (8,633 ) (59,836 ) — (656 ) (69,125 ) Total cost of revenue (66,094 ) (1,306,684 ) (103,700 ) (118,231 ) (14,708 ) (656 ) (1,610,073 ) Gross income (loss) (11,332 ) 204,276 453,484 (60,824 ) (8,339 ) (106 ) 577,159 Operating Expenses Sales and marketing expenses (73 ) (13,183 ) (72,630 ) (10,441 ) — (2,387 ) (98,714 ) Software development costs — — — — — (15,209 ) (15,209 ) Depreciation (4,659 ) (5,013 ) (28,351 ) (11,684 ) — (21,907 ) (71,614 ) Amortization — — — — — (7,521 ) (7,521 ) General and administrative expenses (86,018 ) (398,436 ) (473,694 ) (199,497 ) (29,381 ) (2,612,888 ) (3,799,914 ) Total operating expenses (90,750 ) (416,632 ) (574,675 ) (221,622 ) (29,381 ) (2,659,912 ) (3,992,972 ) Loss from operations (102,082 ) (212,356 ) (121,191 ) (282,446 ) (37,720 ) (2,660,018 ) (3,415,813 ) Other income (expense) JV income 3,696 — — — — — 3,696 Gain on early lease termination — — — — — — — Interest income 1 123 522 260 — 58,302 59,208 Interest expense — — 5 — (305 ) — (300 ) Waiver of loan payable 26,221 — — — — (11,021 ) 15,200 Written-off of fixed assets (2,583 ) — — — — — (2,583 ) Other income 3,235 34 462 636 (30 ) 28,079 32,416 Total other income (expense) 30,570 157 989 896 (335 ) 75,360 107,637 Loss before income taxes (71,512 ) (212,199 ) (120,202 ) (281,550 ) (38,055 ) (2,584,658 ) (3,308,176 ) Six Months ended June 30, 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 — — — 892,715 — — 892,715 Sales – digital marketing — — — — — — — Sales – online platform 23,836 — — — — — 23,836 Sales – data — — — — 5,642 — 5,642 Software sales — — — — — 21,890 21,890 Hardware sales — — — — — 69 69 Total revenue 23,836 — — 892,715 5,642 21,959 944,152 Cost of sales: Cost of online ordering — — — (825,960 ) — — (825,960 ) Cost of online platform (26,898 ) — — — — — (26,898 ) Cost of data — — — — (975 ) — (975 ) Software sales — — — (92,541 ) (12,664 ) (105,205 ) Hardware sales — — — — — (45 ) (45 ) Total cost of revenue (26,898 ) — — (918,501 ) (975 ) (12,709 ) (959,083 ) Gross income (loss) (3,062 ) — — (25,786 ) 4,667 9,250 (14,931 ) Operating Expenses Sales and marketing expenses (818 ) — — (448,574 ) — (449,392 ) Software development costs — — — — — (36,868 ) (36,868 ) Impairment loss — — — — — (528,583 ) (528,583 ) Depreciation (77 ) — — — (1,270 ) (13,270 ) (14,617 ) Amortization — — — — — (1,600,000 ) (1,600,000 ) General and administrative expenses (59,372 ) — — (606,910 ) (79,852 ) (10,825,311 ) (11,571,445 ) Total operating expenses (60,267 ) — — (1,055,484 ) (81,122 ) (13,004,032 ) (14,200,905 ) Loss from operations (63,329 ) — — (1,081,270 ) (76,455 ) (12,994,782 ) (14,215,836 ) Other income (expense) Gain from early lease termination — — — — — — — Interest income — — — 186 — 5,886 6,072 Interest expense — — — — — (4,429 ) (4,429 ) Loss on settlement of litigation — — — — — — — Warrant modification expense — — — — — — — Other income — — — 699 1,777 35,817 38,293 Total other income (expense) — — — 885 1,777 37,274 39,936 Loss before income taxes (63,329 ) — — (1,080,385 ) (74,678 ) (12,957,508 ) (14,175,900 ) Three Months ended June 30, 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 — — — 466,616 — — 466,616 Sales – digital marketing — — — — — — — Sales – online platform 23,836 — — (8,042 ) — — 15,794 Sales – data — — — — 5,642 — 5,642 Software sales — — — — — 10,941 10,941 Hardware sales — — — — — 69 69 Total revenue 23,836 — — 458,574 5,642 11,010 499,062 Cost of sales: Cost of online ordering — — — (432,707 ) — — (432,707 ) Cost of online platform (26,898 ) — — 2,637 — — (24,261 ) Cost of data — — — — (975 ) — (975 ) Software sales — — — (34,836 ) — (6,376 ) (41,212 ) Hardware sales — — — — — (45 ) (45 ) Total cost of revenue (26,898 ) — — (464,906 ) (975 ) (6,421 ) (499,200 ) Gross income (loss) (3,062 ) — — (6,332 ) 4,667 4,589 (138 ) Operating Expenses Sales and marketing expenses (818 ) — — (252,472 ) — — (253,290 ) Software development costs — — — — — (17,320 ) (17,320 ) Impairment loss — — — — — — — Depreciation (77 ) — — 5 ( 1,270 ) (6,653 ) (7,995 ) Amortization — — — — — (800,000 ) (800,000 ) General and administrative expenses (59,372 ) — — ( 435,855 ) ( 79,852 ) (5,962,290 ) (6,537,369 ) Total operating expenses (60,267 ) — — (688,322 ) (81,122 ) (6,786,263 ) (7,615,974 ) Loss from operations (63,329 ) — — (694,654 ) (76,455 ) (6,781,674 ) (7,616,112 ) Other income (expense) Gain from early lease termination — — — — — — — Interest income — — — 146 — 5,881 6,027 Interest expense — — — — — (384 ) (384 ) Loss on settlement of litigation — — — — — — — Warrant modification expense — — — — — — — Other income — — — — 1,777 22,895 24,672 Total other income (expense) — — — 146 1,777 28,392 30,315 Loss before income taxes (63,329 ) — — (694,508 ) (74,678 ) (6,753,282 ) (7,585,797 ) June 30, 2023 Online F&B and Groceries Deliveries Digital Marketing Online Ticketing and reservation e-Commerce Telecommunication Reseller Merchant POS Total Intangible assets, net 381,205 — 79,709 — 938,723 5,379,305 6,778,942 Identifiable assets 270,761 1,943,926 3,241,615 1,040,975 59,183 10,638,077 17,194,537 December 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 2,164,386 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 Six Months Ended June 30, 2023 2022 Indonesia $ 532,977 $ 20,696 Vietnam 623,376 896,661 Philippines 86,159 21,154 Singapore 451,354 5,641 United States 2,027,071 — Thailand 506,132 — Malaysia 2,743 — $ 4,229,812 $ 944,152 Three Months Ended June 30, 2023 2022 Indonesia $ 272,118 $ 10,447 Vietnam 345,639 469,018 Philippines 54,488 13,956 Singapore 212,713 5,641 United States 969,406 — Thailand 331,717 — Malaysia 1,151 — $ 2,187,232 $ 499,062 |
BUSINESS COMBINATION
BUSINESS COMBINATION | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATION | NOTE- 6 BUSINESS COMBINATION The Company has accounted for all of its business acquisitions in accordance with the requirements of ASC 805, Business Combinations (“ASC 805"). Assets acquired and liabilities assumed in business combinations were recorded on the Condensed as of Consolidated Balance Sheets as of the respective acquisition dates based upon their estimated fair values at such dates. The results of operations of businesses acquired by the Company have been included in the Consolidated Statements of Operations and Other Comprehensive Loss since their respective dates of acquisition. The excess of the purchase price over the fair values of the underlying assets acquired and liabilities assumed was allocated to goodwill. In certain circumstances, the allocation of the purchase price is based upon preliminary estimates and assumptions. Any revision to the fair values during the measurement period (no longer than one-year after the acquisition date) will be recorded by the Company as further adjustments to the purchase price allocations. The Company allocates the purchase price consideration based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date. Management of the Company is responsible for determining the fair value of assets acquired, liabilities assumed, and intangible assets identified as of the acquisition date and generally engages an independent valuation analyst to assist the Company in preparing its preliminary and final determinations of fair value. Acquisition-related costs incurred for all acquisitions are expensed as incurred and recorded in general and administrative expense. (i) Acquisition of PT Wahana Cerita Indonesia On April 1, 2023, the Company completed the acquisition of a 100 35,000 24,752 25,000 10,000 Schedule of transaction as the acquisition of a business Purchase price allocation: Fair value of stock at closing $ 25,000 Cash paid 10,000 Purchase price $ 35,000 The transaction was accounted for using the acquisition method. Accordingly, goodwill has been measured as the excess of the total consideration over the amounts assigned to the identifiable assets acquired and liabilities assumed based on our preliminary estimated fair values. The Company has allocated the purchase price consideration based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date. Management of the Company is responsible for determining the fair value of assets acquired, liabilities assumed, and intangible assets identified as of the acquisition date and considered a number of factors including valuations from management estimation. Acquisition-related costs incurred for the acquisitions are not material and have been expensed as incurred in general and administrative expense. The Company is working with an independent valuation firm to finalize the fair value of these identifiable assets and liabilities assumed. Once determined, the Company will reallocate the purchase price of the acquisition based on the results of the independent evaluation if they are materially different from the allocations as recorded on April 1, 2023. The preliminary estimated fair value of assets acquired, and liabilities assumed in were as follows and the purchase price allocation resulted in $ 35,537 Schedule of Acquisition of assets and liability Acquired assets: Cash and cash equivalents $ 2,644 Trade receivables 9,166 Prepayments 1,577 Total acquired assets 13,387 Less: Assumed liabilities Accrued liabilities and other payable 13,960 Total Assumed liabilities 13,960 Fair value of net liabilities assumed (573 ) Goodwill recorded 35,573 Cash consideration allocated $ 35,000 Goodwill is not expected to be deductible for tax purposes. The Company recognized a goodwill impairment of $ 35,573 Goodwill – Intangibles and Other The following unaudited pro forma information presents the combined results of operations as if the acquisitions had been completed on January 1, 2023 and 2022. Schedule of pro forma information Six months ended June 30, 2023 2022 Revenue $ 4,229,812 $ 944,152 Net loss $ (8,699,443 ) $ (14,177,999 ) Net loss per share $ (0.30 ) $ (0.57 ) (ii) Acquisition of Mekong Leisure Travel Join Stock Company On April 11, 2023, the Company completed the acquisition of a 100 164,148 76,531 75,000 89,148 Schedule of transaction as the acquisition of a business Purchase price allocation: Fair value of stock at closing $ 75,000 Cash paid 89,148 Purchase price $ 164,148 The transaction was accounted for using the acquisition method. Accordingly, goodwill has been measured as the excess of the total consideration over the amounts assigned to the identifiable assets acquired and liabilities assumed based on our preliminary estimated fair values. The Company has allocated the purchase price consideration based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date. Management of the Company is responsible for determining the fair value of assets acquired, liabilities assumed, and intangible assets identified as of the acquisition date and considered a number of factors including valuations from management estimation. Acquisition-related costs incurred for the acquisitions are not material and have been expensed as incurred in general and administrative expense. The Company is working with an independent valuation firm to finalize the fair value of these identifiable assets and liabilities assumed. Once determined, the Company will reallocate the purchase price of the acquisition based on the results of the independent evaluation if they are materially different from the allocations as recorded on April 1, 2023. The preliminary estimated fair value of assets acquired, and liabilities assumed in were as follows and the purchase price allocation resulted in $ 141,348 Schedule of Acquisition of assets and liability Acquired assets: Cash and cash equivalents $ 24,289 Trade receivables 13,969 Prepayments 49,031 Cash 6,385 Total acquired assets 93,674 Less: Assumed liabilities Trade payables 11,266 Accrued liabilities and other payable 9,784 Contract liabilities 49,824 Total Assumed liabilities 70,874 Fair value of net assets 22,800 Goodwill recorded 141,348 Cash consideration allocated $ 164,148 Goodwill is not expected to be deductible for tax purposes. The Company recognized a goodwill impairment of $ 3141,348 Goodwill – Intangibles and Other The following unaudited pro forma information presents the combined results of operations as if the acquisitions had been completed on January 1, 2023 and 2022. Schedule of pro forma information Six months ended June 30, 2023 2022 Revenue $ 4,233,181 $ 1,029,824 Net loss $ (8,720,489 ) $ (14,129,821 ) Net loss per share $ (0.30 ) $ (0.57 ) |
DEPOSIT, PREPAYMENTS AND OTHER
DEPOSIT, PREPAYMENTS AND OTHER RECEIVABLES | 6 Months Ended |
Jun. 30, 2023 | |
Deposit Prepayments And Other Receivables | |
DEPOSIT, PREPAYMENTS AND OTHER RECEIVABLES | NOTE-7 DEPOSIT, PREPAYMENTS AND OTHER RECEIVABLES Schedule of prepayments and other receivables June 30, 2023 (Unaudited) December 31, 2022 Deposits $ 807,276 $ 921,429 Prepayments 512,413 573,513 Prepayments for consultancy fee (a) — 858,665 Value added tax 188,985 140,053 Interest receivable 19,129 12,763 Other receivables 234,516 204,619 Total $ 1,762,319 $ 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 3,190,000 0 433,332 0 425,333 858,665 2,576,000 0 1,288,000 |
INVENTORIES
INVENTORIES | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE-8 INVENTORIES Schedule of inventories June 30, 2023 December 31, 2022 Finished goods $ 200,359 $ 310,932 Less: Reserve for excess and obsolete inventory — — Total Inventories $ 200,359 $ 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 $ 359,735 852,858 200,359 310,932 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE-9 INTANGIBLE ASSETS As of June 30, 2023 and December 31, 2022, intangible assets consisted of the following: Schedule of intangible assets Useful life June 30, 2023 December 31, 2022 At cost: Software platform 2.5 $ 8,000,000 $ 8,000,000 Apps development 938,723 948,457 Computer software 750,300 586,888 Software system 381,205 378,170 Intellectual technology 276,000 276,000 Identifiable intangible asset 4,965,654 4,965,654 Other intangible assets 3 5 — 1,725 15,311,882 15,156,894 Less: accumulated amotization (8,532,940 ) (7,698,805 ) $ 6,778,942 $ 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 1,000 Pursuant to the subscription agreement entered into with CVO, the Company issued 8,000 1,000 8,000,000 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 Period ending June 30, 2023: Amount 2023 $ — Amortization of intangible assets was $ 0 800,000 Amortization of intangible assets was $ 800,000 1,600,000 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 $ 938,723 948,457 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, through the 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 and TMG Group, through the finalization of Purchase Price Allocation. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | NOTE- 10 PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consisted of the following: Schedule of Property plant and equipment June 30, 2023 December 31, 2022 At cost: Computer $ 531,838 $ 600,629 Office equipment 79,246 54,683 Furniture and fixtures 11,589 10,702 Renovation 609,834 322,399 1,232,507 988,413 Less: accumulated depreciation (419,192 ) (282,015 ) Less: exchange difference — — 813,135 706,398 Depreciation expense for the three months ended June 30, 2023 and 2022 were $ 71,614 12,380 Depreciation expense for the six months ended June 30, 2023 and 2022 were $ 135,531 14,617 |
AMOUNTS DUE TO RELATED PARTIES
AMOUNTS DUE TO RELATED PARTIES | 6 Months Ended |
Jun. 30, 2023 | |
Amounts Due To Related Parties | |
AMOUNTS DUE TO RELATED PARTIES | NOTE-11 AMOUNTS DUE TO RELATED PARTIES Amounts due to related parties consisted of the following: Schedule of Amount due to related parties June 30, 2023 December 31, 2022 Amounts due to related parties (a) $ 64,181 $ 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 64,181 22,311 |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | NOTE-12 ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable consisted of the following: Schedule of Accounts payable June 30, 2023 December 31, 2022 Accounts payable $ 1,732,961 $ 1,296,571 Accrued liabilities and other payables- Related Party (a) — 43,360 Accrued liabilities and other payables (b) 6,500,647 8,281,865 Other Accounts payable 6,500,647 8,325,225 Total Accounts payable $ 8,233,608 $ 9,621,796 Accounts payable includes significant third parties balance of $ 532,752 (a) The amount represented due to one related party in respect to unpaid salaries and amounted to $ 0 3,360 (b) Accrued liabilities and other payables consisted of the following: Schedule of Accrued liabilities June 30, 2023 December 31, 2022 Accrued payroll $ 378,169 $ 1,023,549 Accrued VAT expenses 45,111 6,801 Accrued taxes 1,061,303 1,653,284 Customer deposit 566,338 1,155,695 Customer refund 246,051 1,146,409 Other payables (c) 1,107,741 994,213 Other accrual (d) 3,095,934 2,301,914 Total Accrued liabilities $ 6,500,647 $ 8,281,865 (c) Included in these balances on June 30, 2023 and December 31, 2022 is a $ 0 75,000 (d) The June 30, 2023 and December 31, 2022, balance includes refund provision, income tax provision and other operation accruals. |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
LEASES | NOTE-13 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 June 30, 2022 and December 31, 2022. The Company used a weighted average incremental borrowing rate of 5.85 3.30 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 Six months ended June 30, 2023 2022 Operating lease expense (per ASC 842) $ 278,183 $ 139,420 Short-term lease expense (other than ASC 842) 50,908 4,653 Total lease expense $ 329,091 $ 144,073 As of June 30, 2023, right-of-use assets were $ 1,609,461 1,620,852 As of December 31, 2022, right-of-use assets were $ 1,537,670 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 June 30, 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 June 30: Schedule of Future Contractual Lease Payments Years ending June 30, Operating lease amount 2024 $ 630,729 2025 494,999 2026 322,300 2027 253,708 2028 72,784 Total 1,744,520 Less: interest (153,668 ) Present value of lease liabilities $ 1,620,852 Less: non-current portion (1,065,261 ) Present value of lease liabilities – current liability $ 555,591 |
LOAN
LOAN | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
LOAN | NOTE- 14 LOAN Schedule of loan June 30, 2023 December 31, 2022 Loan – A (i) 24,378 28,164 $ 24,378 $ 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 60 August 31, 2026 4.75 307 0 632 0 |
SHAREHOLDERS_ DEFICIT
SHAREHOLDERS’ DEFICIT | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
SHAREHOLDERS’ DEFICIT | NOTE-15 SHAREHOLDERS’ DEFICIT Authorized stock The Company is authorized to issue two classes of stock. The total number of shares of stock which the Company is authorized to issue is 100,000,000 shares of capital stock, consisting of 95,000,000 0.0001 5,000,000 0.0001 The holders of the Company’s common stock are entitled to the following rights: Voting Rights Dividend Right Liquidation Right Other Matters Common stock outstanding As of June 30, 2023 and December 31, 2022, the Company had a total of 28,457,239 27,082,849 On February 10, 2021, the Company effected a 750 for 1 On September 21, 2021, the Company effected a 1 for 2.5 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 9.00 236,111 26,000,001 2,124,999 2,677,846 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 six months ended June 30, 2023 and 2022, the Company issued 2,497 0 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 and six months ended June 30, 2023, no warrants were exercised. During the three months ended June 30, 2022, a total of 91 warrants were exercised in exchange to 27,300 shares of its common stock for the value of $55,890. During the six months ended June 30, 2022, a total of 70,791 warrants were exercised in exchange to 187,300 shares of its common stock for the value of $412,890 During the three months ended June 30, 2023 and 2022, the Company issued 0 370,000 0 1,060,500 During the six months ended June 30, 2023 and 2022, the Company issued 196,078 486,000 546,500 1,524,059 During the three months ended June 30, 2023 and 2022, the Company issued 285,718 29,353 230,832 61,750 During the six months ended June 30, 2023 and 2022, the Company issued 394,874 54,797 344,332 148,219 During the three and six months ended June 30, 2022, the Company issued 13,273 119,457 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. In May 2022, the Company issued partial first tranche 40,604 shares of its common stock for share exchange with the subsidiary’s 100% controlling interest at $2.05, total amounting to $1,000,000 less assumed liabilities of $661,215 and valued it at par as there was no change in the control over the subsidiary. As of June 30, 2022 the accrued consideration liability outstanding is approximately $255,000. 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 no Below is a summary of the Company's issued and outstanding warrants as of June 30, 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 June 30, 2023 3,793,928 $ 3.565 3.05 There is no intrinsic value for the warrants as of June 30, 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 June 30, 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 18 Expected volatility 25 % 25 % Exercise price $ 1.4 $ 1.4 The Company considered 25% volatility as from inception through the date of the Company common stocks. Director's Stock option On December 8, 2021, the Board of Directors approved a grant to Dennis Nguyen of a 10-year 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 Stock Option 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 six months ended June 30, 2023 and 2022 was $ 0 0 The Company determined the fair value using the Black-Scholes option pricing model with the following assumptions for the six months ended June 30, 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 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 Issued — — — Vested (325,980 ) 7.65 — Cancelled — — — Unvested as of December 31, 2022 325,980 $ 7.65 0.92 Issued — — — Vested — — — Cancelled — — — Unvested as of June 30, 2023 325,980 $ 7.65 0.92 Below are the unvested shares vesting schedule at future years: Schedule of Future years Year ending 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 June 30, 2023 and 2022, the Company recognized the amortization of stock compensation expense of $149,625 and $634,240, respectively. For the six months ended June 30, 2023 and 2022, the Company recognized the amortization of stock compensation expense of $496,125 and $1,802,584, respectively. The remaining unamortized vesting expenses in 0.42 years which estimated with a cost of $346,500. |
PREFERRED STOCKS AND WARRANTS
PREFERRED STOCKS AND WARRANTS | 6 Months Ended |
Jun. 30, 2023 | |
Preferred Stocks And Warrants | |
PREFERRED STOCKS AND WARRANTS | NOTE-16 PREFERRED STOCKS AND WARRANTS As of June 30, 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 the this Series of Preferred Shares within permanent equity in the consolidated balance sheet. Voting Rights: (a) increase or decrease the par value of the shares of the Series A Preferred Stock, alter or change the powers, preferences or rights of the shares of Series A Preferred Stock or create, alter or change the powers, preferences or rights of any other capital stock of the Company if after such alteration or change such capital stock would be senior to or pari passu with Series A Preferred Stock; and (a) adversely affect the shares of Series A Preferred Stock, including in connection with a merger, recapitalization, reorganization or otherwise. (2) The affirmative vote of at least a majority of the holders of the shares of the Series A Preferred Stock shall be necessary to: (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 Upon the IPO Closing, all outstanding shares of Series A Preferred Stocks were automatically converted into 888,889 8,000,000 As of June 30, 2023 and December 31, 2022, there were no Series B Preferred Stocks No Upon the IPO Closing, all outstanding shares of Series B Preferred Stock were automatically converted into 764,400 3,412,503 As of June 30, 2023 and December 31, 2022, there were no Series B-1 Preferred Shares There was no During the year ended December 31, 2020, the Company issued 40 116,680 2,917 Upon the IPO Closing, all outstanding shares of Series B-1 Preferred Stocks were automatically converted into 48,000 466,720 9.72 As of June 30, 2023 and December 31, 2022, there were no Series C Preferred Shares No Upon the IPO Closing, all outstanding shares of Series C Preferred Stocks were automatically converted into 465,600 8,353,373 17.9 As of June 30, 2023 and December 31, 2022, there were no 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 5,536,832 1.21 As of June 30, 2023 and December 31, 2022, there were no 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 June 30, 2023 and December 31, 2022, there were 3,500 3,500 |
TREASURY STOCKS
TREASURY STOCKS | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
TREASURY STOCKS | NOTE- 17 TREASURY STOCKS On January 25, 2023, the Board of Directors (“Board”) authorized a $ 2,000,000 Schedule of repurchases of common stock Six Months ended June 30, 2023 2022 Aggregate common stock repurchased $ 611,605 $ — Weighted average price paid per share 1.0473 — Total amount paid $ 640,525 $ — As of June 30, 2023, we had up to $ 1,359,475 |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE- 18 INCOME TAXES For the three months ended June 30, 2023 and 2022, the local (“Nevada”)and foreign components of loss before income taxes were comprised of the following: Schedule of loss before income taxes Six Months ended June 30, 2023 2022 Tax jurisdiction from: - Local $ 5,647,001 $ 11,263,271 - Foreign 3,050,774 2,912,629 Loss before income taxes $ 8,697,775 $ 14,175,900 The provision for income taxes consisted of the following: Schedule of provision for income taxes Six Months ended June 30, 2023 2022 Current: - United States $ — $ — - Singapore — — - Vietnam — — - India 1,265 2,099 - Philippines — — - Indonesia 403 — - Thailand — — - Malaysia — — Deferred: - United States — — - Singapore — — - Vietnam — — - India — — - Philippines — — - Indonesia — — - Thailand — — - Malaysia — — Income tax expense $ 1,668 $ 2,099 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 June 30, 2023, the operation in the U.S. incurred $ 29,529,329 The Company has provided for a full valuation allowance against the deferred tax assets of $ 6,201,159 Singapore The Company’s subsidiary is registered in the Republic of Singapore and is subject to the tax laws of Singapore. As of June 30, 2023, the operation in the Singapore incurred $ 7,036,368 1,196,182 Vietnam The Company’s subsidiary operating in Vietnam is subject to the Vietnam Income Tax at a standard income tax rate of 20% during its tax year. As of June 30, 2023, the operation in the Vietnam incurred $ 4,033,701 806,740 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 June 30, 2023, the operation in the India incurred $ 5,028 of net operating gain. The Company has provided for a full tax effect allowance against the current and deferred tax expenses of $ 1,265 Indonesia The Company's subsidiary is registered in Indonesia and is subject to the tax laws of Indonesia. As of June 30, 2023, the Company's subsidiary operations in Indonesia incurred $ 712,926 156,844 Philippines The Company's subsidiary is registered in the Philippines and is subject to the tax laws of the Philippines. As of June 30, 2023, the Company's subsidiary operations in Philippines incurred $ 959,193 239,798 Thailand The Company's subsidiary is registered in Thailand and is subject to the tax laws of Thailand. As of June 30, 2023, the Company's subsidiary operations in Thailand incurred $ 799,610 155,922 Malaysia The Company's subsidiary is registered in Malaysia and is subject to the tax laws of Malaysia. As of June 30, 2023, the operation in the Malaysia incurred $ 12,928 3,103 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 June 30, 2023 and December 31, 2022 consist of the following: Schedule of Deferred Tax Assets and Liabilities Schedule of Deferred Tax Assets and Liabilities June 30, 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 6,201,159 4,791,994 - Singapore 1,196,182 975,690 - Vietnam 806,740 565,376 - India — — - Philippines 239,798 144,211 - Indonesia 156,844 85,450 - Thailand 155,922 139,940 - Malaysia 3,103 — 14,774,883 14,503,793 Less: valuation allowance (14,774,883 ) (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 June 30, 2023 and December 31, 2022, the Company does no no |
PENSION COSTS
PENSION COSTS | 6 Months Ended |
Jun. 30, 2023 | |
Retirement Benefits [Abstract] | |
PENSION COSTS | NOTE- 19 PENSION COSTS The Company is required to make contribution to their employees under a government-mandated defined contribution pension scheme for its eligible full-times employees in all countries operating in the Company. The Company is required to contribute a specified percentage of the participants’ relevant income based on their ages and wages level. During the three months ended June 30, 2023 and 2022, $ 113,767 37,672 205,973 45,762 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE- 20 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 0 378,060 0 The Company paid and accrued to the director and key management personnel, the total salaries of $ 485,000 0 596,119 0 The Company issued 19,559 82,907 149,625 634,240 The Company issued 64,853 235,667 496,125 1,802,154 The Company accrued 79,516 124,514 0 The Company accrued 432,361 677,036 0 The Company subsidiary paid their one officer, total professional fee of $ 2,531 1,151 The Company subsidiary paid their one officer, total professional fee of $ 5,521 5,599 The Company paid and accrued to its shareholders, total professional fee of $ 0 209,000 0 0 100,000 209,000 The Company paid and accrued to its shareholders, total professional fee of $ 200,000 506,000 196,078 200,000 200,000 506,000 The Company paid and accrued to its shareholders, total professional fee of $ 0 209,000 0 0 100,000 209,000 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 | 6 Months Ended |
Jun. 30, 2023 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS OF RISK | NOTE- 21 CONCENTRATIONS OF RISK The Company is exposed to the following concentrations of risk: (a)Major customers For the three and six months ended June 30, 2023 and 2022, respectively, the customers who accounted for 10% or more of the Company’s revenues and its outstanding receivable balances at year-end dates, are presented as follows: Schedule of concentrations of risk Three months ended June 30, 2023 June 30, 2023 Customer Revenues Percentage Accounts Customer A $ 1,074,406 49.12 % $ 352,072 Six months ended June 30, 2023 June 30, 2023 Customer Revenues Percentage Accounts Customer A $ 2,027,071 47.92 % $ 352,072 Three months ended June 30, 2022 June 30, 2022 Customer Revenues Percentage Accounts Customer A $ — — $ — Six months ended June 30, 2022 June 30, 2022 Customer Revenues Percentage Accounts Customer A $ — — $ — (b)Major vendors For the three and six months ended June 30, 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 | 6 Months Ended |
Jun. 30, 2023 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE-22 COMMITMENTS AND CONTINGENCIES On May 31, 2023, Thoughtful Media Group Inc., a Nevada corporation (the “Buyer”), a wholly owned subsidiary of the Company (the “Registrant”), entered into an assets purchase agreement with CV Kaya Kreasi Dunia, purchased its brand name of “Newave”, full employees, full customer and full vendor list, at a consideration of combination of cash sum of $ 26,000 and the Company stocks worth equivalent of $ 104,000 . Litigation From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the Company's business. The Company is not aware of any such legal proceedings that will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results. The Company disclosed its litigation matter in its December 31, 2022, Form 10-K and there have been no changes or updates to those litigation matters to report in this Form 10-Q. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE- 23 SUBSEQUENT EVENTS In accordance with ASC Topic 855, " Subsequent Events On July 14, 2023, Mekong Leisure Travel Join Stock Company changed its business type from Joint Stock Company to Company Limited. On July 17, 2023, Mekong Leisure Travel Company Limited, a Vietnam corporation (the “Buyer”), a wholly-owned subsidiary of the Company (The “Registrant”), entered into a Share Transfer Agreement to acquire 100% of the outstanding shares of Vietnam International Travel and Service Joint Stock Company, a Vietnam corporation, at a cash consideration of $150,000. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 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 |
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 June 30, 2023 and December 31,2022, the cash and cash equivalents excluded restricted cash amounted to $ 10,839,434 18,930,986 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 3,846,897 10,431,681 6,273,262 12,032,534 |
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 June 30, 2023 and December 31, 2022, the restricted cash amounted to $ 80,631 72,350 |
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 June 30, 2023 and December 31, 2022, there was no |
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 six months ended June 30, 2023 and 2022, the Company recorded an allowance for obsolete inventories of $ 0 0 200,359 310,932 |
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 Office equipment 5 Renovation 5 Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations. |
Impairment of long-lived assets | • Impairment of long-lived assets In accordance with the provisions of ASC Topic 360, " Impairment or Disposal of Long-Lived Assets |
Revenue recognition | • Revenue recognition The Company adopted Accounting Standards Update ("ASU")2014-09, Revenue from Contracts with Customers (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. More importantly, Gorilla enables its customers to convert unused mobile data into digital assets or Gorilla GO Tokens through its innovative proprietary blockchain-based SwitchBack feature. Gorilla GO Tokens in turn can be redeemed for eVouchers, to offset future bills, or be redeemed for other value-added services. Please visit https://gorilla.global/ for more information. Digital Marketing The acquisition of a digital marketing 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 June 30, 2023 and 2022, the Company generated revenue of $54,707 and $482,410 respectively, in the Lifestyle sector. During the six months ended June 30, 2023 and 2022, the Company generated revenue of $280,924 and $892,715 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 June 30, 2023 and 2022, the Company generated revenue of $ 1,692 10,941 During the six months ended June 30, 2023 and 2022, the Company generated revenue of $ 1,887 21,890 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 June 30, 2023 and 2022, the Company generated revenue of $ 54,762 8,042 During the six months ended June 30, 2023 and 2022, the Company generated revenue of $ 88,847 23,836 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 June 30, 2023 and 2022, the Company generated revenue of $ 6,369 5,642 During the six months ended June 30, 2023 and 2022, the Company generated revenue of $ 20,671 5,642 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 June 30, 2023 and 2022, the Company generated revenue of $ 1,510,960 0 During the six months ended June 30, 2023 and 2022, the Company generated revenue of $ 2,794,734 0 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. Online hotel booking system The Company's revenues are substantially reported on a gross basis as the company is primarily responsible for providing the underlying online booking system to hotel owner. Revenue from system subscription fee and commission are substantially recognized at period of time throughout the performance obligations that are satisfied. During the three months ended June 30, 2023 and 2022, the Company generated revenue of $ 556,042 0 During the six months ended June 30, 2023 and 2022, the Company generated revenue of $ 1,042,749 0 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 $ 303,001 20,310 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 $ 1,251,633 1,405,090 |
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 six months ended June 30, 2023, and 2022, software development costs were $ 29,128 36,868 15,209 17,320 |
Cost of sales | • Cost of sales Cost of sales under online ordering consist of the cost of merchandizes ordered by the consumers and the related shipping and handling costs, which are directly attributable to the sales of online ordering. Cost of sales 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 $ 229,378 449,392 98,714 253,290 |
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 June 30, 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 six months ended June 30, 2023 and 2022: Schedule of Foreign currencies translation and transactions June 30, June 30, 2022 Period-end SGD$:US$ exchange rate $ 0.73826 $ 0.71874 Period average SGD$:US$ exchange rate $ 0.74826 $ 0.73258 Translation of amounts from VND into US$ has been made at the following exchange rates for the six months ended June 30, 2023 and 2022: June 30, June 30, 2022 Period-end VND$:US$ exchange rate $ 0.000042 $ 0.000043 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 six months ended June 30, 2023 and 2022: June 30, June 30, 2022 Period-end INR$:US$ exchange rate $ 0.012185 $ 0.012675 Period average INR$:US$ exchange rate $ 0.012674 $ 0.013126 Translation of amounts from PHP into US$ has been made at the following exchange rates for the six months ended June 30, 2023 and 2022: June 30, June 30, 2022 Period-end PHP:US$ exchange rate $ 0.018077 $ 0.018176 Period average PHP:US$ exchange rate $ 0.018099 $ 0.019173 Translation of amounts from THB into US$ has been made at the following exchange rates for the six months ended June 30, 2023 and 2022: June 30, June 30, 2022 Period-end THB:US$ exchange rate $ 0.028206 $ N/A Period average THB:US$ exchange rate $ 0.029216 $ N/A Translation of amounts from MYR into US$ has been made at the following exchange rates for the six months ended June 30, 2023 and 2022: June 30, June 30, 2022 Period-end MYR:US$ exchange rate $ 0.213973 $ N/A Period average MYR:US$ exchange rate $ 0.224385 $ N/A Translation of amounts from IDR into US$ has been made at the following exchange rates for the six months ended June 30, 2023 and 2022: June 30, June 30, 2022 Period-end IDR:US$ exchange rate $ 0.000066 $ 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 |
Earning per share | • Earning 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 and six months ended June 30, 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 June 30, 2023 2022 Net loss attributable to Society Pass Incorporated $ (3,315,258 ) $ (7,504,324 ) Weighted average common shares outstanding – Basic and diluted 28,171,523 24,347,607 Net loss per share – Basic and diluted $ ( 0.12 ) $ ( 0.31 ) Six months ended June 30, 2023 2022 Net loss attributable to Society Pass Incorporated $ (8,610,185 ) $ (14,052,702 ) Weighted average common shares outstanding – Basic and diluted 27,630,193 23,126,643 Net loss per share – Basic and diluted $ ( 0.30 ) $ ( 0.61 ) 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 Six months ended June 30, 2023 2022 Options to purchase common stock (a) 1,945,270 1,945,270 Warrants granted to underwriter 3,803,229 3,793,929 Warrants granted with Series C-1 Convertible Preferred Stock (b) 1,068,000 — Total of common stock equivalents 6,186,499 5,739,199 (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 June 30, 2023 and December 31, 2022, the Company recorded the right of use asset of $ 1,609,461 1,537,670 |
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. In June 2022, the FASB issued Accounting Standards Update No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions 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) | 6 Months Ended |
Jun. 30, 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 % Thoughtful Media Group Co. Ltd (FKA: Hottab Asset Company Limited) Vietnam July 25, 2019 Digital marketing VND 5,000,000,000 100 % Nextgen Retail Incorporated (FKA: 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 4,000,000 99.75 % AdActive Media CA Inc. United States April 12, 2010 Digital marketing US$252 100 % 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 % PT Wahana Cerita Indonesia Indonesia January 14, 2022 Digital marketing and event organizer IDR 51,000,000 100 % Mekong Leisure Travel Joint Stock Company Vietnam October 6, 2011 Online ticketing, reservation and system VND 875,460,000 99 % Sopa Incorporated United States May 22, 2023 Investment holding Preferred: US$1,000 Common: US$20,000 100 % Nusatrip Incorporated United States May 22, 2023 Investment holding Preferred: US$1,000 Common: US$20,000 100 % |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Expected useful life | Schedule of Expected useful life Expected useful lives Computer equipment 3 Office equipment 5 Renovation 5 |
Schedule of Foreign currencies translation and transactions | Schedule of Foreign currencies translation and transactions June 30, June 30, 2022 Period-end SGD$:US$ exchange rate $ 0.73826 $ 0.71874 Period average SGD$:US$ exchange rate $ 0.74826 $ 0.73258 Translation of amounts from VND into US$ has been made at the following exchange rates for the six months ended June 30, 2023 and 2022: June 30, June 30, 2022 Period-end VND$:US$ exchange rate $ 0.000042 $ 0.000043 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 six months ended June 30, 2023 and 2022: June 30, June 30, 2022 Period-end INR$:US$ exchange rate $ 0.012185 $ 0.012675 Period average INR$:US$ exchange rate $ 0.012674 $ 0.013126 Translation of amounts from PHP into US$ has been made at the following exchange rates for the six months ended June 30, 2023 and 2022: June 30, June 30, 2022 Period-end PHP:US$ exchange rate $ 0.018077 $ 0.018176 Period average PHP:US$ exchange rate $ 0.018099 $ 0.019173 Translation of amounts from THB into US$ has been made at the following exchange rates for the six months ended June 30, 2023 and 2022: June 30, June 30, 2022 Period-end THB:US$ exchange rate $ 0.028206 $ N/A Period average THB:US$ exchange rate $ 0.029216 $ N/A Translation of amounts from MYR into US$ has been made at the following exchange rates for the six months ended June 30, 2023 and 2022: June 30, June 30, 2022 Period-end MYR:US$ exchange rate $ 0.213973 $ N/A Period average MYR:US$ exchange rate $ 0.224385 $ N/A Translation of amounts from IDR into US$ has been made at the following exchange rates for the six months ended June 30, 2023 and 2022: June 30, June 30, 2022 Period-end IDR:US$ exchange rate $ 0.000066 $ 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 June 30, 2023 2022 Net loss attributable to Society Pass Incorporated $ (3,315,258 ) $ (7,504,324 ) Weighted average common shares outstanding – Basic and diluted 28,171,523 24,347,607 Net loss per share – Basic and diluted $ ( 0.12 ) $ ( 0.31 ) Six months ended June 30, 2023 2022 Net loss attributable to Society Pass Incorporated $ (8,610,185 ) $ (14,052,702 ) Weighted average common shares outstanding – Basic and diluted 27,630,193 23,126,643 Net loss per share – Basic and diluted $ ( 0.30 ) $ ( 0.61 ) |
Schedule of Common stock issued | Schedule of Common stock issued Six months ended June 30, 2023 2022 Options to purchase common stock (a) 1,945,270 1,945,270 Warrants granted to underwriter 3,803,229 3,793,929 Warrants granted with Series C-1 Convertible Preferred Stock (b) 1,068,000 — Total of common stock equivalents 6,186,499 5,739,199 (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. |
REVENUE (Tables)
REVENUE (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue | |
Schedule of Revenue | Schedule of Revenue Six months ended June 30, 2023 2022 Sales – online ordering $ 369,771 $ 916,551 Sales – digital marketing 2,794,734 — Sales – online ticketing and reservation 1,042,749 — Sales – data 20,671 5,642 Software subscription sales 1,887 21,890 Hardware sales — 69 $ 4,229,812 $ 944,152 Three months ended June 30, 2023 2022 Sales – online ordering $ 112,169 $ 482,410 Sales – digital marketing 1,510,960 — Sales – online ticketing and reservation 556,042 — Sales – data 6,369 5,642 Software subscription sales 1,692 10,941 Hardware sales — 69 $ 2,187,232 $ 499,062 |
Schedule of Contract liabilities | Schedule of Contract liabilities June 30, 2023 December 31, 2022 Contract liabilities, brought forward $ 1,405,090 $ 25,229 Add: recognized as deferred revenue 1,251,633 1,405,090 Less: recognized as revenue (1,405,090 ) (25,229 ) Contract liabilities, carried forward $ 1,251,633 $ 1,405,090 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting | Schedule of Segment Reporting Six Months ended June 30, 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 88,847 — — 280,924 — — 369,771 Sales – digital marketing — 2,794,734 — — — — 2,794,734 Sales – online ticketing and reservation — — 1,042,749 — — — 1,042,749 Sales – data — — — — 20,671 — 20,671 Software sales — — 1,142 — — 745 1,887 Total revenue 88,847 2,794,734 1,043,891 280,924 20,671 745 4,229,812 Cost of sales: Cost of online ordering (99,360 ) — — (260,375 ) — — (359,735 ) Cost of digital marketing — (2,270,845 ) — — — — (2,270,845 ) Cost of online platform — — (171,544 ) — — — (171,544 ) Cost of data — — — — (33,354 ) — (33,354 ) Software cost — — (8,633 ) (120,384 ) — (1,921 ) (130,938 ) Total cost of revenue (99,360 ) (2,270,845 ) (180,177 ) (380,759 ) (33,354 ) (1,921 ) (2,966,416 ) Gross income (loss) (10,513 ) 523,889 863,714 (99,835 ) (12,683 ) (1,176 ) 1,263,396 Operating Expenses Sales and marketing expenses (1,782 ) (21,177 ) (148,558 ) (55,422 ) (52 ) (2,387 ) (229,378 ) Software development costs — — — — — (29,128 ) (29,128 ) Depreciation (9,227 ) (6,270 ) (56,691 ) (19,434 ) — (43,909 ) (135,531 ) Amortization — — — — — (807,521 ) (807,521 ) General and administrative expenses (189,297 ) (631,917 ) (1,006,550 ) (429,829 ) (73,201 ) (6,597,089 ) (8,927,883 ) Total operating expenses (200,306 ) (659,364 ) (1,211,799 ) (504,685 ) (73,253 ) (7,480,034 ) (10,129,441 ) Loss from operations (210,819 ) (135,475 ) (348,085 ) (604,520 ) (85,936 ) (7,481,210 ) (8,866,045 ) Other income (expense) JV income 6,844 — — — — — 6,844 Gain on early lease termination — 1,064 — — — — 1,064 Interest income 5 123 1,346 783 — 96,937 99,194 Interest expense (27 ) — 5 — (630 ) — (652 ) Waiver of loan payable 26,221 — — — — (11,021 ) 15,200 Written-off of fixed assets (2,583 ) — — — — — (2,583 ) Other income 3,274 65 1,396 1,072 12,441 30,955 49,203 Total other income (expense) 33,734 1,252 2,747 1,855 11,811 116,871 168,270 Loss before income taxes (177,085 ) (134,223 ) (345,338 ) (602,665 ) (74,125 ) (7,364,339 ) (8,697,775 ) Three Months ended June 30, 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 54,762 — — 57,407 — — 112,169 Sales – digital marketing — 1,510,960 — — — — 1,510,960 Sales – online ticketing and reservation — — 556,042 — — — 556,042 Sales – data — — — — 6,369 — 6,369 Software sales — — 1,142 — — 550 1,692 Total revenue 54,762 1,510,960 557,184 57,407 6,369 550 2,187,232 Cost of sales: Cost of online ordering (66,094 ) — — (58,395 ) — — (124,489 ) Cost of digital marketing — (1,306,684 ) — — — — (1,306,684 ) Cost of online platform — — (95,067 ) — — — (95,067 ) Cost of data — — — — (14,708 ) — (14,708 ) Software cost — — (8,633 ) (59,836 ) — (656 ) (69,125 ) Total cost of revenue (66,094 ) (1,306,684 ) (103,700 ) (118,231 ) (14,708 ) (656 ) (1,610,073 ) Gross income (loss) (11,332 ) 204,276 453,484 (60,824 ) (8,339 ) (106 ) 577,159 Operating Expenses Sales and marketing expenses (73 ) (13,183 ) (72,630 ) (10,441 ) — (2,387 ) (98,714 ) Software development costs — — — — — (15,209 ) (15,209 ) Depreciation (4,659 ) (5,013 ) (28,351 ) (11,684 ) — (21,907 ) (71,614 ) Amortization — — — — — (7,521 ) (7,521 ) General and administrative expenses (86,018 ) (398,436 ) (473,694 ) (199,497 ) (29,381 ) (2,612,888 ) (3,799,914 ) Total operating expenses (90,750 ) (416,632 ) (574,675 ) (221,622 ) (29,381 ) (2,659,912 ) (3,992,972 ) Loss from operations (102,082 ) (212,356 ) (121,191 ) (282,446 ) (37,720 ) (2,660,018 ) (3,415,813 ) Other income (expense) JV income 3,696 — — — — — 3,696 Gain on early lease termination — — — — — — — Interest income 1 123 522 260 — 58,302 59,208 Interest expense — — 5 — (305 ) — (300 ) Waiver of loan payable 26,221 — — — — (11,021 ) 15,200 Written-off of fixed assets (2,583 ) — — — — — (2,583 ) Other income 3,235 34 462 636 (30 ) 28,079 32,416 Total other income (expense) 30,570 157 989 896 (335 ) 75,360 107,637 Loss before income taxes (71,512 ) (212,199 ) (120,202 ) (281,550 ) (38,055 ) (2,584,658 ) (3,308,176 ) Six Months ended June 30, 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 — — — 892,715 — — 892,715 Sales – digital marketing — — — — — — — Sales – online platform 23,836 — — — — — 23,836 Sales – data — — — — 5,642 — 5,642 Software sales — — — — — 21,890 21,890 Hardware sales — — — — — 69 69 Total revenue 23,836 — — 892,715 5,642 21,959 944,152 Cost of sales: Cost of online ordering — — — (825,960 ) — — (825,960 ) Cost of online platform (26,898 ) — — — — — (26,898 ) Cost of data — — — — (975 ) — (975 ) Software sales — — — (92,541 ) (12,664 ) (105,205 ) Hardware sales — — — — — (45 ) (45 ) Total cost of revenue (26,898 ) — — (918,501 ) (975 ) (12,709 ) (959,083 ) Gross income (loss) (3,062 ) — — (25,786 ) 4,667 9,250 (14,931 ) Operating Expenses Sales and marketing expenses (818 ) — — (448,574 ) — (449,392 ) Software development costs — — — — — (36,868 ) (36,868 ) Impairment loss — — — — — (528,583 ) (528,583 ) Depreciation (77 ) — — — (1,270 ) (13,270 ) (14,617 ) Amortization — — — — — (1,600,000 ) (1,600,000 ) General and administrative expenses (59,372 ) — — (606,910 ) (79,852 ) (10,825,311 ) (11,571,445 ) Total operating expenses (60,267 ) — — (1,055,484 ) (81,122 ) (13,004,032 ) (14,200,905 ) Loss from operations (63,329 ) — — (1,081,270 ) (76,455 ) (12,994,782 ) (14,215,836 ) Other income (expense) Gain from early lease termination — — — — — — — Interest income — — — 186 — 5,886 6,072 Interest expense — — — — — (4,429 ) (4,429 ) Loss on settlement of litigation — — — — — — — Warrant modification expense — — — — — — — Other income — — — 699 1,777 35,817 38,293 Total other income (expense) — — — 885 1,777 37,274 39,936 Loss before income taxes (63,329 ) — — (1,080,385 ) (74,678 ) (12,957,508 ) (14,175,900 ) Three Months ended June 30, 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 — — — 466,616 — — 466,616 Sales – digital marketing — — — — — — — Sales – online platform 23,836 — — (8,042 ) — — 15,794 Sales – data — — — — 5,642 — 5,642 Software sales — — — — — 10,941 10,941 Hardware sales — — — — — 69 69 Total revenue 23,836 — — 458,574 5,642 11,010 499,062 Cost of sales: Cost of online ordering — — — (432,707 ) — — (432,707 ) Cost of online platform (26,898 ) — — 2,637 — — (24,261 ) Cost of data — — — — (975 ) — (975 ) Software sales — — — (34,836 ) — (6,376 ) (41,212 ) Hardware sales — — — — — (45 ) (45 ) Total cost of revenue (26,898 ) — — (464,906 ) (975 ) (6,421 ) (499,200 ) Gross income (loss) (3,062 ) — — (6,332 ) 4,667 4,589 (138 ) Operating Expenses Sales and marketing expenses (818 ) — — (252,472 ) — — (253,290 ) Software development costs — — — — — (17,320 ) (17,320 ) Impairment loss — — — — — — — Depreciation (77 ) — — 5 ( 1,270 ) (6,653 ) (7,995 ) Amortization — — — — — (800,000 ) (800,000 ) General and administrative expenses (59,372 ) — — ( 435,855 ) ( 79,852 ) (5,962,290 ) (6,537,369 ) Total operating expenses (60,267 ) — — (688,322 ) (81,122 ) (6,786,263 ) (7,615,974 ) Loss from operations (63,329 ) — — (694,654 ) (76,455 ) (6,781,674 ) (7,616,112 ) Other income (expense) Gain from early lease termination — — — — — — — Interest income — — — 146 — 5,881 6,027 Interest expense — — — — — (384 ) (384 ) Loss on settlement of litigation — — — — — — — Warrant modification expense — — — — — — — Other income — — — — 1,777 22,895 24,672 Total other income (expense) — — — 146 1,777 28,392 30,315 Loss before income taxes (63,329 ) — — (694,508 ) (74,678 ) (6,753,282 ) (7,585,797 ) June 30, 2023 Online F&B and Groceries Deliveries Digital Marketing Online Ticketing and reservation e-Commerce Telecommunication Reseller Merchant POS Total Intangible assets, net 381,205 — 79,709 — 938,723 5,379,305 6,778,942 Identifiable assets 270,761 1,943,926 3,241,615 1,040,975 59,183 10,638,077 17,194,537 December 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 2,164,386 81,924 17,951,175 25,240,653 |
Schedule of geographic segments | Schedule of geographic segments Six Months Ended June 30, 2023 2022 Indonesia $ 532,977 $ 20,696 Vietnam 623,376 896,661 Philippines 86,159 21,154 Singapore 451,354 5,641 United States 2,027,071 — Thailand 506,132 — Malaysia 2,743 — $ 4,229,812 $ 944,152 Three Months Ended June 30, 2023 2022 Indonesia $ 272,118 $ 10,447 Vietnam 345,639 469,018 Philippines 54,488 13,956 Singapore 212,713 5,641 United States 969,406 — Thailand 331,717 — Malaysia 1,151 — $ 2,187,232 $ 499,062 |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
P T Wahana Cerita Indonesia [Member] | |
Business Acquisition [Line Items] | |
Schedule of transaction as the acquisition of a business | Schedule of transaction as the acquisition of a business Purchase price allocation: Fair value of stock at closing $ 25,000 Cash paid 10,000 Purchase price $ 35,000 |
Schedule of Acquisition of assets and liability | Schedule of Acquisition of assets and liability Acquired assets: Cash and cash equivalents $ 2,644 Trade receivables 9,166 Prepayments 1,577 Total acquired assets 13,387 Less: Assumed liabilities Accrued liabilities and other payable 13,960 Total Assumed liabilities 13,960 Fair value of net liabilities assumed (573 ) Goodwill recorded 35,573 Cash consideration allocated $ 35,000 |
Schedule of pro forma information | Schedule of pro forma information Six months ended June 30, 2023 2022 Revenue $ 4,229,812 $ 944,152 Net loss $ (8,699,443 ) $ (14,177,999 ) Net loss per share $ (0.30 ) $ (0.57 ) |
Mekong Leisure Travel Join Stock Company [Member] | |
Business Acquisition [Line Items] | |
Schedule of transaction as the acquisition of a business | Schedule of transaction as the acquisition of a business Purchase price allocation: Fair value of stock at closing $ 75,000 Cash paid 89,148 Purchase price $ 164,148 |
Schedule of Acquisition of assets and liability | Schedule of Acquisition of assets and liability Acquired assets: Cash and cash equivalents $ 24,289 Trade receivables 13,969 Prepayments 49,031 Cash 6,385 Total acquired assets 93,674 Less: Assumed liabilities Trade payables 11,266 Accrued liabilities and other payable 9,784 Contract liabilities 49,824 Total Assumed liabilities 70,874 Fair value of net assets 22,800 Goodwill recorded 141,348 Cash consideration allocated $ 164,148 |
Schedule of pro forma information | Schedule of pro forma information Six months ended June 30, 2023 2022 Revenue $ 4,233,181 $ 1,029,824 Net loss $ (8,720,489 ) $ (14,129,821 ) Net loss per share $ (0.30 ) $ (0.57 ) |
DEPOSIT, PREPAYMENTS AND OTHE_2
DEPOSIT, PREPAYMENTS AND OTHER RECEIVABLES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Deposit Prepayments And Other Receivables | |
Schedule of prepayments and other receivables | Schedule of prepayments and other receivables June 30, 2023 (Unaudited) December 31, 2022 Deposits $ 807,276 $ 921,429 Prepayments 512,413 573,513 Prepayments for consultancy fee (a) — 858,665 Value added tax 188,985 140,053 Interest receivable 19,129 12,763 Other receivables 234,516 204,619 Total $ 1,762,319 $ 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 3,190,000 0 433,332 0 425,333 858,665 2,576,000 0 1,288,000 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Schedule of inventories June 30, 2023 December 31, 2022 Finished goods $ 200,359 $ 310,932 Less: Reserve for excess and obsolete inventory — — Total Inventories $ 200,359 $ 310,932 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Schedule of intangible assets Useful life June 30, 2023 December 31, 2022 At cost: Software platform 2.5 $ 8,000,000 $ 8,000,000 Apps development 938,723 948,457 Computer software 750,300 586,888 Software system 381,205 378,170 Intellectual technology 276,000 276,000 Identifiable intangible asset 4,965,654 4,965,654 Other intangible assets 3 5 — 1,725 15,311,882 15,156,894 Less: accumulated amotization (8,532,940 ) (7,698,805 ) $ 6,778,942 $ 7,458,089 |
Schedule of Amortization of intangible assets | Schedule of Amortization of intangible assets Period ending June 30, 2023: Amount 2023 $ — |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property plant and equipment | Schedule of Property plant and equipment June 30, 2023 December 31, 2022 At cost: Computer $ 531,838 $ 600,629 Office equipment 79,246 54,683 Furniture and fixtures 11,589 10,702 Renovation 609,834 322,399 1,232,507 988,413 Less: accumulated depreciation (419,192 ) (282,015 ) Less: exchange difference — — 813,135 706,398 |
AMOUNTS DUE TO RELATED PARTIES
AMOUNTS DUE TO RELATED PARTIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Amounts Due To Related Parties | |
Schedule of Amount due to related parties | Schedule of Amount due to related parties June 30, 2023 December 31, 2022 Amounts due to related parties (a) $ 64,181 $ 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 64,181 22,311 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts payable | Schedule of Accounts payable June 30, 2023 December 31, 2022 Accounts payable $ 1,732,961 $ 1,296,571 Accrued liabilities and other payables- Related Party (a) — 43,360 Accrued liabilities and other payables (b) 6,500,647 8,281,865 Other Accounts payable 6,500,647 8,325,225 Total Accounts payable $ 8,233,608 $ 9,621,796 Accounts payable includes significant third parties balance of $ 532,752 (a) The amount represented due to one related party in respect to unpaid salaries and amounted to $ 0 3,360 (b) Accrued liabilities and other payables consisted of the following: |
Schedule of Accrued liabilities | Schedule of Accrued liabilities June 30, 2023 December 31, 2022 Accrued payroll $ 378,169 $ 1,023,549 Accrued VAT expenses 45,111 6,801 Accrued taxes 1,061,303 1,653,284 Customer deposit 566,338 1,155,695 Customer refund 246,051 1,146,409 Other payables (c) 1,107,741 994,213 Other accrual (d) 3,095,934 2,301,914 Total Accrued liabilities $ 6,500,647 $ 8,281,865 (c) Included in these balances on June 30, 2023 and December 31, 2022 is a $ 0 75,000 (d) The June 30, 2023 and December 31, 2022, balance includes refund provision, income tax provision and other operation accruals. |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Schedule of Lease expenses | Schedule of Lease expenses Six months ended June 30, 2023 2022 Operating lease expense (per ASC 842) $ 278,183 $ 139,420 Short-term lease expense (other than ASC 842) 50,908 4,653 Total lease expense $ 329,091 $ 144,073 |
Schedule of Future Contractual Lease Payments | Schedule of Future Contractual Lease Payments Years ending June 30, Operating lease amount 2024 $ 630,729 2025 494,999 2026 322,300 2027 253,708 2028 72,784 Total 1,744,520 Less: interest (153,668 ) Present value of lease liabilities $ 1,620,852 Less: non-current portion (1,065,261 ) Present value of lease liabilities – current liability $ 555,591 |
LOAN (Tables)
LOAN (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of loan | Schedule of loan June 30, 2023 December 31, 2022 Loan – A (i) 24,378 28,164 $ 24,378 $ 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 60 August 31, 2026 4.75 307 0 632 0 |
SHAREHOLDERS_ DEFICIT (Tables)
SHAREHOLDERS’ DEFICIT (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, 2023 3,793,928 $ 3.565 3.05 There is no intrinsic value for the warrants as of June 30, 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 18 Expected volatility 25 % 25 % Exercise price $ 1.4 $ 1.4 |
Schedule of Stock Option | Schedule of Stock Option 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 ending 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 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 Issued — — — Vested (325,980 ) 7.65 — Cancelled — — — Unvested as of December 31, 2022 325,980 $ 7.65 0.92 Issued — — — Vested — — — Cancelled — — — Unvested as of June 30, 2023 325,980 $ 7.65 0.92 |
PREFERRED STOCKS AND WARRANTS (
PREFERRED STOCKS AND WARRANTS (Tables) | 6 Months Ended |
Jun. 30, 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) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Schedule of repurchases of common stock | Schedule of repurchases of common stock Six Months ended June 30, 2023 2022 Aggregate common stock repurchased $ 611,605 $ — Weighted average price paid per share 1.0473 — Total amount paid $ 640,525 $ — |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of loss before income taxes | Schedule of loss before income taxes Six Months ended June 30, 2023 2022 Tax jurisdiction from: - Local $ 5,647,001 $ 11,263,271 - Foreign 3,050,774 2,912,629 Loss before income taxes $ 8,697,775 $ 14,175,900 |
Schedule of provision for income taxes | Schedule of provision for income taxes Six Months ended June 30, 2023 2022 Current: - United States $ — $ — - Singapore — — - Vietnam — — - India 1,265 2,099 - Philippines — — - Indonesia 403 — - Thailand — — - Malaysia — — Deferred: - United States — — - Singapore — — - Vietnam — — - India — — - Philippines — — - Indonesia — — - Thailand — — - Malaysia — — Income tax expense $ 1,668 $ 2,099 |
Schedule of Deferred Tax Assets and Liabilities | Schedule of Deferred Tax Assets and Liabilities June 30, 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 6,201,159 4,791,994 - Singapore 1,196,182 975,690 - Vietnam 806,740 565,376 - India — — - Philippines 239,798 144,211 - Indonesia 156,844 85,450 - Thailand 155,922 139,940 - Malaysia 3,103 — 14,774,883 14,503,793 Less: valuation allowance (14,774,883 ) (14,503,793 ) Deferred tax assets, net $ — $ — |
CONCENTRATIONS OF RISK (Tables)
CONCENTRATIONS OF RISK (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Risks and Uncertainties [Abstract] | |
Schedule of concentrations of risk | Schedule of concentrations of risk Three months ended June 30, 2023 June 30, 2023 Customer Revenues Percentage Accounts Customer A $ 1,074,406 49.12 % $ 352,072 Six months ended June 30, 2023 June 30, 2023 Customer Revenues Percentage Accounts Customer A $ 2,027,071 47.92 % $ 352,072 Three months ended June 30, 2022 June 30, 2022 Customer Revenues Percentage Accounts Customer A $ — — $ — Six months ended June 30, 2022 June 30, 2022 Customer Revenues Percentage Accounts Customer A $ — — $ — |
DESCRIPTION OF BUSINESS AND O_3
DESCRIPTION OF BUSINESS AND ORGANIZATION (Details) | 6 Months Ended |
Jun. 30, 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 |
Effective interest held | 100% |
S O P A 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 |
Effective interest held | 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 |
Effective interest held | 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 |
Effective interest held | 100% |
Hottab Pte Ltd. H P L [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 |
Effective interest held | 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 |
Effective interest held | 100% |
Thoughtful Media Group Co Ltd F K A Hottab Asset Company Limited [Member] | |
Name of subsidiary | Thoughtful Media Group Co. Ltd (FKA: Hottab Asset Company Limited) |
Place of incorporation | Vietnam |
Entity Incorporation, Date of Incorporation | Jul. 25, 2019 |
Principal activity | Digital marketing |
Share capital | VND 5,000,000,000 |
Effective interest held | 100% |
Nextgen Retail Incorporated F K A Leflair Incorporated [Member] | |
Name of subsidiary | Nextgen Retail Incorporated (FKA: Leflair Incorporated) |
Place of incorporation | United States |
Entity Incorporation, Date of Incorporation | Dec. 07, 2021 |
Principal activity | Investment holding |
Share capital | US$1 |
Effective interest held | 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 |
Effective interest held | 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 |
Effective interest held | 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 |
Effective interest held | 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 |
Effective interest held | 100% |
Push Delivery 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 |
Effective interest held | 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 |
Effective interest held | 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 |
Effective interest held | 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 |
Share capital | SGD 100 |
Effective interest held | 100% |
Gorilla 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 |
Effective interest held | 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 |
Effective interest held | 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 4,000,000 |
Effective interest held | 99.75% |
Ad Active Media C A 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 | US$252 |
Effective interest held | 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 |
Effective interest held | 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 |
Effective interest held | 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 |
Effective interest held | 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 |
Effective interest held | 99% |
P T Wahana Cerita Indonesia [Member] | |
Name of subsidiary | PT Wahana Cerita Indonesia |
Place of incorporation | Indonesia |
Entity Incorporation, Date of Incorporation | Jan. 14, 2022 |
Principal activity | Digital marketing and event organizer |
Share capital | IDR 51,000,000 |
Effective interest held | 100% |
Mekong Leisure Travel Joint Stock Company [Member] | |
Name of subsidiary | Mekong Leisure Travel Joint Stock Company |
Place of incorporation | Vietnam |
Entity Incorporation, Date of Incorporation | Oct. 06, 2011 |
Principal activity | Online ticketing, reservation and system |
Share capital | VND 875,460,000 |
Effective interest held | 99% |
Sopa Incorporated [Member] | |
Name of subsidiary | Sopa Incorporated |
Place of incorporation | United States |
Entity Incorporation, Date of Incorporation | May 22, 2023 |
Principal activity | Investment holding |
Share capital | Preferred: US$1,000 Common: US$20,000 |
Effective interest held | 100% |
Nusatrip Incorporated [Member] | |
Name of subsidiary | Nusatrip Incorporated |
Place of incorporation | United States |
Entity Incorporation, Date of Incorporation | May 22, 2023 |
Principal activity | Investment holding |
Share capital | Preferred: US$1,000 Common: US$20,000 |
Effective interest held | 100% |
DESCRIPTION OF BUSINESS AND O_4
DESCRIPTION OF BUSINESS AND ORGANIZATION (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | ||||||||||||
Mar. 22, 2023 | Feb. 23, 2023 | Feb. 08, 2022 | Nov. 08, 2021 | Feb. 10, 2021 | Sep. 21, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Apr. 02, 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 | ||||||||||||
Offering shares of common stock | 236,111 | |||||||||||||
Gross proceeds | $ 26,000,001 | |||||||||||||
Proceeds of initial public offering | $ 2,124,999 | $ 10,402,891 | ||||||||||||
Exchange price per share | $ 1.85 | |||||||||||||
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% | |||||||||||||
Nusatrip International Pte Ltd [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Number of ordinary stock shares | 2,225,735 | |||||||||||||
Thoughtful Media Group Inc [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Number of ordinary stock shares | 397,000 | |||||||||||||
Society Pass Inc [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Number of ordinary stock shares | 2,000 | |||||||||||||
Warrant [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Offering shares of common stock | 3,030,300 | |||||||||||||
Underwriting Agreement [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Offering shares of common stock | 3,030,300 | |||||||||||||
Offering price per share | $ 3.30 | |||||||||||||
Purchase of additional warrants | 454,545 | |||||||||||||
IPO [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Offering shares of common stock | 2,888,889 | |||||||||||||
Offering price per share | $ 9 | |||||||||||||
New Retail Experience [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Equity interest percentage | 100% | |||||||||||||
Gorilla Networks Pte Ltd [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Equity interest percentage | 100% | |||||||||||||
Ad Active Media Inc [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Equity interest percentage | 100% | |||||||||||||
Mangan P H Food Delivery Service Corp [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Equity interest percentage | 100% | |||||||||||||
S O P A Technology Pte Ltd [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Equity interest percentage | 95% | |||||||||||||
Thoughtful Media Group Inc [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Equity interest percentage | 95% | 100% | ||||||||||||
Nusatrip International Pte Ltd [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Equity interest percentage | 99% |
LIQUIDITY AND CAPITAL RESOURC_2
LIQUIDITY AND CAPITAL RESOURCES (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Liquidity And Capital Resources | |||
Cash | $ 10,920,065 | ||
Working capital | 4,396,449 | ||
Retained Earnings (Accumulated Deficit) | 89,748,748 | $ 81,138,563 | |
Net Income (Loss) Attributable to Parent | 8,699,443 | ||
Net Cash Provided by (Used in) Operating Activities | 6,886,251 | $ 5,448,474 | |
Net Cash Provided by (Used in) Investing Activities | 217,521 | 227,873 | |
Net Cash Provided by (Used in) Financing Activities | $ 640,525 | $ (10,351,413) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 6 Months Ended |
Jun. 30, 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) | Jun. 30, 2023 | Jun. 30, 2022 |
Singapore, Dollars | Period End [Member] | ||
Foreign Currency Exchange Rate, Translation | 0.73826 | 0.71874 |
Singapore, Dollars | Period Average [Member] | ||
Foreign Currency Exchange Rate, Translation | 0.74826 | 0.73258 |
Viet Nam, Dong | Period End [Member] | ||
Foreign Currency Exchange Rate, Translation | 0.000042 | 0.000043 |
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 | 0.012185 | 0.012675 |
India, Rupees | Period Average [Member] | ||
Foreign Currency Exchange Rate, Translation | 0.012674 | 0.013126 |
Mexico, Pesos | Period End [Member] | ||
Foreign Currency Exchange Rate, Translation | 0.018077 | 0.018176 |
Mexico, Pesos | Period Average [Member] | ||
Foreign Currency Exchange Rate, Translation | 0.018099 | 0.019173 |
Thailand, Baht | Period End [Member] | ||
Foreign Currency Exchange Rate, Translation | 0.028206 | |
Thailand, Baht | Period Average [Member] | ||
Foreign Currency Exchange Rate, Translation | 0.029216 | |
Malaysia, Ringgits | Period End [Member] | ||
Foreign Currency Exchange Rate, Translation | 0.213973 | |
Malaysia, Ringgits | Period Average [Member] | ||
Foreign Currency Exchange Rate, Translation | 0.224385 | |
Indonesia, Rupiahs | Period End [Member] | ||
Foreign Currency Exchange Rate, Translation | 0.000066 | |
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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Accounting Policies [Abstract] | ||||
Net loss attributable to Society Pass Incorporated | $ (3,315,258) | $ (7,504,324) | $ (8,610,185) | $ (14,052,702) |
Weighted Average Number of Shares Outstanding, Basic | 28,171,523 | 24,347,607 | 27,630,193 | 23,126,643 |
Weighted Average Number of Shares Outstanding, Diluted | 28,171,523 | 24,347,607 | 27,630,193 | 23,126,643 |
Net loss per share Basic | $ 0.12 | $ 0.31 | $ 0.30 | $ 0.61 |
Net loss per share Diluted | $ 0.12 | $ 0.31 | $ 0.30 | $ 0.61 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) - shares | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidiluted earnings per share | 6,186,499 | 5,739,199 | |
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 | 3,793,929 | |
Convertible Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidiluted earnings per share | [2] | 1,068,000 | 0 |
[1]The Board of Directors have approved a 10-year stock option at an exercise price of $6.49 per share that will be exercisable at any time.[2]The expiry date of warrants granted with Series C-1 was extended to June 30, 2022. |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Cash Equivalents, at Carrying Value | $ 10,839,434 | $ 10,839,434 | $ 18,930,986 | ||
Cash, FDIC Insured Amount | 250,000 | 250,000 | |||
Time Deposit Liability, Uninsured | 3,846,897 | 3,846,897 | 10,431,681 | ||
Cash, Uninsured Amount | 6,273,262 | 6,273,262 | 12,032,534 | ||
Restricted Cash | 80,631 | 80,631 | 72,350 | ||
Allowance for Doubtful Accounts, Premiums and Other Receivables | 0 | 0 | 0 | ||
Allowance for obsolete inventories | 0 | $ 0 | |||
Inventory, Net | 200,359 | 200,359 | 310,932 | ||
Revenues | 2,187,232 | $ 499,062 | 4,229,812 | 944,152 | |
Contract with Customer, Asset, after Allowance for Credit Loss, Current | 303,001 | 303,001 | 20,310 | ||
Contract with Customer, Liability | 1,251,633 | 1,251,633 | 1,405,090 | ||
Research and Development Expense, Software (Excluding Acquired in Process Cost) | 15,209 | 17,320 | 29,128 | 36,868 | |
Advertising Expense | 98,714 | 253,290 | 229,378 | 449,392 | |
Operating lease rights of use asset | 1,609,461 | 1,609,461 | $ 1,537,670 | ||
Software Fee [Member] | |||||
Revenues | 1,692 | 10,941 | 1,887 | 21,890 | |
Grocery Food Delivery [Member] | |||||
Revenues | 54,762 | 8,042 | 88,847 | 23,836 | |
Telecommunication Reseller [Member] | |||||
Revenues | 6,369 | 5,642 | 20,671 | 5,642 | |
Digital Marketing [Member] | |||||
Revenues | 1,510,960 | 0 | 2,794,734 | 0 | |
Online Ticketing And Reservations [Member] | |||||
Revenues | $ 556,042 | $ 0 | $ 1,042,749 | $ 0 |
REVENUE (Details)
REVENUE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Total revenue | $ 2,187,232 | $ 499,062 | $ 4,229,812 | $ 944,152 |
Online Ordering [Member] | ||||
Total revenue | 112,169 | 482,410 | 369,771 | 916,551 |
Digital Marketing [Member] | ||||
Total revenue | 1,510,960 | 2,794,734 | ||
Online Ticketing And Reservation [Member] | ||||
Total revenue | 556,042 | 1,042,749 | ||
Sales Data [Member] | ||||
Total revenue | 6,369 | 5,642 | 20,671 | 5,642 |
Software Development [Member] | ||||
Total revenue | 1,692 | 10,941 | 1,887 | 21,890 |
Hardware Sales [Member] | ||||
Total revenue | $ 69 | $ 69 |
REVENUES (Details 1)
REVENUES (Details 1) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Revenue | ||
Contract liabilities, brought forward | $ 1,405,090 | $ 25,229 |
Add: recognized as deferred revenue | 1,251,633 | 1,405,090 |
Less: recognized as current period/year revenue | (1,405,090) | (25,229) |
Contract liabilities, carried forward | $ 1,251,633 | $ 1,405,090 |
SEGMENT REPORTING (Details)
SEGMENT REPORTING (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Revenue from External Customer [Line Items] | |||||
Total revenue | $ 2,187,232 | $ 499,062 | $ 4,229,812 | $ 944,152 | |
Gross income (loss) | 577,159 | (138) | 1,263,396 | (14,931) | |
Operating Expenses | |||||
Sales and marketing expenses | (98,714) | (253,290) | (229,378) | (449,392) | |
Impairment loss | 528,583 | ||||
Total operating expenses | (3,992,972) | (7,615,974) | (10,129,441) | (14,200,905) | |
Loss from operations | (3,415,813) | (7,616,112) | (8,866,045) | (14,215,836) | |
Other income (expense) | |||||
Gain from early lease termination | 1,064 | ||||
Interest income | 59,208 | 6,027 | 99,194 | 6,072 | |
Interest expense | (300) | (384) | (652) | (4,429) | |
Waiver of loan payable | 15,200 | 15,200 | |||
Written-off of fixed assets | 2,583 | 2,583 | |||
Other income | 32,416 | 24,672 | 49,203 | 38,293 | |
Total other income (expense) | 107,637 | 30,315 | 168,270 | 39,936 | |
Loss before income taxes | (3,308,176) | (7,585,797) | (8,697,775) | (14,175,900) | |
Intangible assets, net | 6,778,942 | 6,778,942 | $ 7,458,089 | ||
Identifiable assets | 23,973,480 | 23,973,480 | 32,698,742 | ||
Online F B And Grocery Deliveries [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Total revenue | 54,762 | 23,836 | 88,847 | 23,836 | |
Total cost of revenue | (66,094) | (26,898) | (99,360) | (26,898) | |
Gross income (loss) | (11,332) | (3,062) | (10,513) | (3,062) | |
Operating Expenses | |||||
Sales and marketing expenses | (73) | (818) | (1,782) | (818) | |
Software development costs | |||||
Impairment loss | |||||
Depreciation | (4,659) | (77) | (9,227) | (77) | |
Amortization | |||||
General and administrative expenses | (86,018) | (59,372) | (189,297) | (59,372) | |
Total operating expenses | (90,750) | (60,267) | (200,306) | (60,267) | |
Loss from operations | (102,082) | (63,329) | (210,819) | (63,329) | |
Other income (expense) | |||||
JV income | 3,696 | 6,844 | |||
Gain from early lease termination | |||||
Interest income | 1 | 5 | |||
Interest expense | (27) | ||||
Loss on settlement of litigation | |||||
Waiver of loan payable | 26,221 | 26,221 | |||
Written-off of fixed assets | (2,583) | (2,583) | |||
Other income | 3,235 | 3,274 | |||
Total other income (expense) | 30,570 | 33,734 | |||
Loss before income taxes | (71,512) | (63,329) | (177,085) | (63,329) | |
Warrant modification expense | |||||
Intangible assets, net | 381,205 | 381,205 | 378,170 | ||
Identifiable assets | 270,761 | 270,761 | 345,017 | ||
Digital Marketing [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Total revenue | 1,510,960 | 2,794,734 | |||
Total cost of revenue | (1,306,684) | (2,270,845) | |||
Gross income (loss) | 204,276 | 523,889 | |||
Operating Expenses | |||||
Sales and marketing expenses | (13,183) | (21,177) | |||
Software development costs | |||||
Impairment loss | |||||
Depreciation | (5,013) | (6,270) | |||
Amortization | |||||
General and administrative expenses | (398,436) | (631,917) | |||
Total operating expenses | (416,632) | (659,364) | |||
Loss from operations | (212,356) | (135,475) | |||
Other income (expense) | |||||
JV income | |||||
Gain from early lease termination | 1,064 | ||||
Interest income | 123 | 123 | |||
Interest expense | |||||
Loss on settlement of litigation | |||||
Waiver of loan payable | |||||
Written-off of fixed assets | |||||
Other income | 34 | 65 | |||
Total other income (expense) | 157 | 1,252 | |||
Loss before income taxes | (212,199) | (134,223) | |||
Warrant modification expense | |||||
Intangible assets, net | |||||
Identifiable assets | 1,943,926 | 1,943,926 | 1,507,771 | ||
Online Ticketing And Reservation [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Total revenue | 557,184 | 1,043,891 | |||
Total cost of revenue | (103,700) | (180,177) | |||
Gross income (loss) | 453,484 | 863,714 | |||
Operating Expenses | |||||
Sales and marketing expenses | (72,630) | (148,558) | |||
Software development costs | |||||
Impairment loss | |||||
Depreciation | (28,351) | (56,691) | |||
Amortization | |||||
General and administrative expenses | (473,694) | (1,006,550) | |||
Total operating expenses | (574,675) | (1,211,799) | |||
Loss from operations | (121,191) | (348,085) | |||
Other income (expense) | |||||
JV income | |||||
Gain from early lease termination | |||||
Interest income | 522 | 1,346 | |||
Interest expense | 5 | 5 | |||
Loss on settlement of litigation | |||||
Waiver of loan payable | |||||
Written-off of fixed assets | |||||
Other income | 462 | 1,396 | |||
Total other income (expense) | 989 | 2,747 | |||
Loss before income taxes | (120,202) | (345,338) | |||
Warrant modification expense | |||||
Intangible assets, net | 79,709 | 79,709 | 89,808 | ||
Identifiable assets | 3,241,615 | 3,241,615 | 3,190,380 | ||
E Commerce [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Total revenue | 57,407 | 458,574 | 280,924 | 892,715 | |
Total cost of revenue | (118,231) | (464,906) | (380,759) | (918,501) | |
Gross income (loss) | (60,824) | (6,332) | (99,835) | (25,786) | |
Operating Expenses | |||||
Sales and marketing expenses | (10,441) | (252,472) | (55,422) | (448,574) | |
Software development costs | |||||
Impairment loss | |||||
Depreciation | (11,684) | 5 | (19,434) | ||
Amortization | |||||
General and administrative expenses | (199,497) | 435,855 | (429,829) | (606,910) | |
Total operating expenses | (221,622) | (688,322) | (504,685) | (1,055,484) | |
Loss from operations | (282,446) | (694,654) | (604,520) | (1,081,270) | |
Other income (expense) | |||||
JV income | |||||
Gain from early lease termination | |||||
Interest income | 260 | 146 | 783 | 186 | |
Interest expense | |||||
Loss on settlement of litigation | |||||
Waiver of loan payable | |||||
Written-off of fixed assets | |||||
Other income | 636 | 1,072 | 699 | ||
Total other income (expense) | 896 | 146 | 1,855 | 885 | |
Loss before income taxes | (281,550) | (694,508) | (602,665) | (1,080,385) | |
Warrant modification expense | |||||
Intangible assets, net | |||||
Identifiable assets | 1,040,975 | 1,040,975 | 2,164,386 | ||
Telecommunication Reseller [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Total revenue | 6,369 | 5,642 | 20,671 | 5,642 | |
Total cost of revenue | (14,708) | (975) | (33,354) | (975) | |
Gross income (loss) | (8,339) | 4,667 | (12,683) | 4,667 | |
Operating Expenses | |||||
Sales and marketing expenses | (52) | ||||
Software development costs | |||||
Impairment loss | |||||
Depreciation | 1,270 | (1,270) | |||
Amortization | |||||
General and administrative expenses | (29,381) | 79,852 | (73,201) | (79,852) | |
Total operating expenses | (29,381) | (81,122) | (73,253) | (81,122) | |
Loss from operations | (37,720) | (76,455) | (85,936) | (76,455) | |
Other income (expense) | |||||
JV income | |||||
Gain from early lease termination | |||||
Interest income | |||||
Interest expense | (305) | (630) | |||
Loss on settlement of litigation | |||||
Waiver of loan payable | |||||
Written-off of fixed assets | |||||
Other income | (30) | 1,777 | 12,441 | 1,777 | |
Total other income (expense) | (335) | 1,777 | 11,811 | 1,777 | |
Loss before income taxes | (38,055) | (74,678) | (74,125) | (74,678) | |
Warrant modification expense | |||||
Intangible assets, net | 938,723 | 938,723 | 948,457 | ||
Identifiable assets | 59,183 | 59,183 | 81,924 | ||
Merchant P O S [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Total revenue | 550 | 11,010 | 745 | 21,959 | |
Total cost of revenue | (656) | (6,421) | (1,921) | (12,709) | |
Gross income (loss) | (106) | 4,589 | (1,176) | 9,250 | |
Operating Expenses | |||||
Sales and marketing expenses | (2,387) | (2,387) | |||
Software development costs | (15,209) | (17,320) | (29,128) | (36,868) | |
Impairment loss | (528,583) | ||||
Depreciation | (21,907) | (6,653) | (43,909) | (13,270) | |
Amortization | (7,521) | (800,000) | (807,521) | (1,600,000) | |
General and administrative expenses | (2,612,888) | (5,962,290) | (6,597,089) | (10,825,311) | |
Total operating expenses | (2,659,912) | (6,786,263) | (7,480,034) | (13,004,032) | |
Loss from operations | (2,660,018) | (6,781,674) | (7,481,210) | (12,994,782) | |
Other income (expense) | |||||
JV income | |||||
Gain from early lease termination | |||||
Interest income | 58,302 | 5,881 | 96,937 | 5,886 | |
Interest expense | (384) | (4,429) | |||
Loss on settlement of litigation | |||||
Waiver of loan payable | (11,021) | (11,021) | |||
Written-off of fixed assets | |||||
Other income | 28,079 | 22,895 | 30,955 | 35,817 | |
Total other income (expense) | 75,360 | 28,392 | 116,871 | 37,274 | |
Loss before income taxes | (2,584,658) | (6,753,282) | (7,364,339) | (12,957,508) | |
Warrant modification expense | |||||
Intangible assets, net | 5,379,305 | 5,379,305 | 6,041,654 | ||
Identifiable assets | 10,638,077 | 10,638,077 | 17,951,175 | ||
Total [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Total revenue | 2,187,232 | 499,062 | 4,229,812 | 944,152 | |
Total cost of revenue | (1,610,073) | (499,200) | (2,966,416) | (959,083) | |
Gross income (loss) | 577,159 | (138) | 1,263,396 | (14,931) | |
Operating Expenses | |||||
Sales and marketing expenses | (98,714) | (253,290) | (229,378) | (449,392) | |
Software development costs | (15,209) | (17,320) | (29,128) | (36,868) | |
Impairment loss | (528,583) | ||||
Depreciation | (71,614) | (7,995) | (135,531) | (14,617) | |
Amortization | (7,521) | (800,000) | (807,521) | (1,600,000) | |
General and administrative expenses | (3,799,914) | (6,537,369) | (8,927,883) | (11,571,445) | |
Total operating expenses | (3,992,972) | (7,615,974) | (10,129,441) | (14,200,905) | |
Loss from operations | (3,415,813) | (7,616,112) | (8,866,045) | (14,215,836) | |
Other income (expense) | |||||
JV income | 3,696 | 6,844 | |||
Gain from early lease termination | 1,064 | ||||
Interest income | 59,208 | 6,027 | 99,194 | 6,072 | |
Interest expense | (300) | (384) | (652) | (4,429) | |
Loss on settlement of litigation | |||||
Waiver of loan payable | 15,200 | 15,200 | |||
Written-off of fixed assets | (2,583) | (2,583) | |||
Other income | 32,416 | 24,672 | 49,203 | 38,293 | |
Total other income (expense) | 107,637 | 30,315 | 168,270 | 39,936 | |
Loss before income taxes | (3,308,176) | (7,585,797) | (8,697,775) | (14,175,900) | |
Warrant modification expense | |||||
Intangible assets, net | 6,778,942 | 6,778,942 | 7,458,089 | ||
Identifiable assets | 17,194,537 | 17,194,537 | $ 25,240,653 | ||
Sale Online Ordering [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Total revenue | 112,169 | 466,616 | 369,771 | 892,715 | |
Total cost of revenue | (124,489) | (432,707) | (359,735) | (825,960) | |
Sale Online Ordering [Member] | Online F B And Grocery Deliveries [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Total revenue | 54,762 | 88,847 | |||
Total cost of revenue | (66,094) | (99,360) | |||
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 | 57,407 | 466,616 | 280,924 | 892,715 | |
Total cost of revenue | (58,395) | (432,707) | (260,375) | (825,960) | |
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 | 112,169 | 482,410 | 369,771 | 916,551 | |
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 | 1,510,960 | 2,794,734 | |||
Total cost of revenue | (1,306,684) | (2,270,845) | |||
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 | 1,510,960 | 2,794,734 | |||
Total cost of revenue | (1,306,684) | (2,270,845) | |||
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 | 556,042 | 1,042,749 | |||
Total cost of revenue | (95,067) | (171,544) | |||
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 | 556,042 | 1,042,749 | |||
Total cost of revenue | (95,067) | (171,544) | |||
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 | 6,369 | 5,642 | 20,671 | 5,642 | |
Total cost of revenue | (14,708) | (975) | (33,354) | (975) | |
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 | 6,369 | 5,642 | 20,671 | 5,642 | |
Total cost of revenue | (14,708) | (975) | (33,354) | (975) | |
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 | 1,692 | 10,941 | 1,887 | 21,890 | |
Total cost of revenue | (69,125) | (41,212) | (130,938) | (105,205) | |
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 | 1,142 | 1,142 | |||
Total cost of revenue | (8,633) | (8,633) | |||
Software Development [Member] | E Commerce [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Total revenue | |||||
Total cost of revenue | (59,836) | (34,836) | (120,384) | (92,541) | |
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 | 550 | 10,941 | 745 | 21,890 | |
Total cost of revenue | $ (656) | (6,376) | $ (1,921) | (12,664) | |
Sales Online Platform [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Total revenue | 15,794 | 23,836 | |||
Total cost of revenue | (24,261) | (26,898) | |||
Sales Online Platform [Member] | Online F B And Grocery Deliveries [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Total revenue | 23,836 | 23,836 | |||
Total cost of revenue | (26,898) | (26,898) | |||
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 | 69 | 69 | |||
Total cost of revenue | (45) | (45) | |||
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 | 69 | 69 | |||
Total cost of revenue | $ (45) | $ (45) |
SEGMENT REPORTING (Details 1)
SEGMENT REPORTING (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 2,187,232 | $ 499,062 | $ 4,229,812 | $ 944,152 |
INDONESIA | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 272,118 | 10,447 | 532,977 | 20,696 |
VIET NAM | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 345,639 | 469,018 | 623,376 | 896,661 |
PHILIPPINES | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 54,488 | 13,956 | 86,159 | 21,154 |
SINGAPORE | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 212,713 | 5,641 | 451,354 | 5,641 |
UNITED STATES | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 969,406 | 2,027,071 | ||
THAILAND | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 331,717 | 506,132 | ||
MALAYSIA | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 1,151 | $ 2,743 |
BUSINESS COMBINATION (Details)
BUSINESS COMBINATION (Details) - P T Wahana Cerita Indonesia [Member] | Apr. 02, 2023 USD ($) |
Business Acquisition [Line Items] | |
Fair value of stock at closing | $ 25,000 |
Cash paid | 10,000 |
Purchase price | $ 35,000 |
BUSINESS COMBINATION (Details 1
BUSINESS COMBINATION (Details 1) - P T Wahana Cerita Indonesia [Member] | Jun. 30, 2023 USD ($) |
Acquired assets: | |
Cash and cash equivalents | $ 2,644 |
Trade receivables | 9,166 |
Prepayments | 1,577 |
Total acquired assets | 13,387 |
Less: Assumed liabilities | |
Accrued liabilities and other payable | 13,960 |
Total Assumed liabilities | 13,960 |
Fair value of net liabilities assumed | (573) |
Goodwill recorded | 35,573 |
Cash consideration allocated | $ 35,000 |
BUSINESS COMBINATION (Details 2
BUSINESS COMBINATION (Details 2) - P T Wahana Cerita Indonesia [Member] - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Business Acquisition [Line Items] | ||
Revenue | $ 4,229,812 | $ 944,152 |
Net loss | $ (8,699,443) | $ (14,177,999) |
Net loss per share | $ (0.30) | $ (0.57) |
BUSINESS COMBINATION (Details 3
BUSINESS COMBINATION (Details 3) - Mekong Leisure Travel Join Stock Company [Member] | Apr. 11, 2023 USD ($) |
Business Acquisition [Line Items] | |
Fair value of stock at closing | $ 75,000 |
Cash paid | 89,148 |
Purchase price | $ 164,148 |
BUSINESS COMBINATION (Details 4
BUSINESS COMBINATION (Details 4) - Mekong Leisure Travel Join Stock Company [Member] | Jun. 30, 2023 USD ($) |
Acquired assets: | |
Cash and cash equivalents | $ 24,289 |
Trade receivables | 13,969 |
Prepayments | 49,031 |
Cash | 6,385 |
Total acquired assets | 93,674 |
Less: Assumed liabilities | |
Trade payables | 11,266 |
Accrued liabilities and other payable | 9,784 |
Contract liabilities | 49,824 |
Total Assumed liabilities | 70,874 |
Fair value of net assets | 22,800 |
Goodwill recorded | 141,348 |
Cash consideration allocated | $ 164,148 |
BUSINESS COMBINATION (Details 5
BUSINESS COMBINATION (Details 5) - Mekong Leisure Travel Join Stock Company [Member] - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Business Acquisition [Line Items] | ||
Revenue | $ 4,233,181 | $ 1,029,824 |
Net loss | $ (8,720,489) | $ (14,129,821) |
Net loss per share | $ (0.30) | $ (0.57) |
BUSINESS COMBINATION (Details N
BUSINESS COMBINATION (Details Narrative) - USD ($) | 6 Months Ended | ||
Apr. 11, 2023 | Apr. 02, 2023 | Jun. 30, 2023 | |
New Retail [Member] | |||
Business Acquisition [Line Items] | |||
Aggregate value | $ 10,000 | ||
P T Wahana Cerita Indonesia [Member] | |||
Business Acquisition [Line Items] | |||
Acquisition percentage | 100% | ||
Consideration | $ 35,000 | ||
Number of shares | 24,752 | ||
Fair value | $ 25,000 | ||
Aggregate value | $ 10,000 | ||
Goodwill | $ 35,537 | ||
Goodwill impairment | 35,573 | ||
Goodwill | 35,573 | ||
Mekong Leisure Travel Join Stock Company [Member] | |||
Business Acquisition [Line Items] | |||
Acquisition percentage | 100% | ||
Consideration | $ 164,148 | ||
Number of shares | 76,531 | ||
Fair value | $ 75,000 | ||
Aggregate value | $ 89,148 | ||
Goodwill impairment | 3,141,348 | ||
Goodwill | $ 141,348 |
DEPOSIT, PREPAYMENTS AND OTHE_3
DEPOSIT, PREPAYMENTS AND OTHER RECEIVABLES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | ||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Deposits | $ 807,276 | $ 807,276 | $ 921,429 | ||||
Prepayments | 512,413 | 512,413 | 573,513 | ||||
Prepayments for consultancy fee | [1] | 858,665 | |||||
Value added tax | 188,985 | 188,985 | 140,053 | ||||
Interest receivable | 19,129 | 19,129 | 12,763 | ||||
Other receivables | 234,516 | 234,516 | 204,619 | ||||
Total | 1,762,319 | 1,762,319 | 2,711,042 | ||||
Consideration service amount | 3,250,000 | 3,250,000 | 3,190,000 | ||||
Consulting expense | 0 | $ 1,288,000 | 858,665 | $ 2,576,000 | |||
China America Culture Media Inc [Member] | Related Party [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Other receivables | 0 | 0 | $ 433,332 | ||||
New Continental Technology Inc [Member] | Related Party [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Other receivables | $ 0 | $ 0 | $ 425,333 | ||||
[1]On December 6, 2021, the Company entered into two consulting agreements with China-America Culture Media Inc. and New Continental Technology Inc., acting as consultant to assist the Company in completing certain Business Opportunities with potential partners until February 28, 2023. The considerations of the services are $ 3,250,000 3,190,000 0 433,332 0 425,333 858,665 2,576,000 0 1,288,000 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 200,359 | $ 310,932 |
Reserve for excess and obsolete inventory | ||
Total Inventories | $ 200,359 | $ 310,932 |
INVENTORIES (Details Narrative)
INVENTORIES (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |||
Cost of Goods and Services Sold | $ 359,735 | $ 852,858 | |
Inventory, Net | $ 200,359 | $ 310,932 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 15,311,882 | $ 15,156,894 |
Less: accumulated amortization | (8,532,940) | (7,698,805) |
Intangible assets, net | $ 6,778,942 | 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 | 938,723 | 948,457 |
Computer Software, Intangible Asset [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 750,300 | 586,888 |
Software System [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 381,205 | 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 | |
Other Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 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) | Jun. 30, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Preferred Stock, Shares Subscribed but Unissued | 8,000 | 8,000 | |||
Stated value | $ 1,000 | $ 1,000 | |||
Amortization of Intangible Assets | $ 0 | $ 800,000 | $ 800,000 | $ 1,600,000 | |
Finite-Lived Intangible Assets, Gross | 15,311,882 | 15,311,882 | $ 15,156,894 | ||
Software And Software Development Cost [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Assets, Gross | $ 938,723 | $ 938,723 | $ 948,457 | ||
Series A Convertible Preferred Stock [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Preferred Stock, Shares Subscribed but Unissued | 8,000 | 8,000 | |||
Stated value | $ 1,000 | $ 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 ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 1,232,507 | $ 988,413 |
Less: accumulated depreciation | (419,192) | (282,015) |
Less: exchange difference | ||
Property, Plant and Equipment, Net | 813,135 | 706,398 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 531,838 | 600,629 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 79,246 | 54,683 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 11,589 | 10,702 |
Renovation [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 609,834 | $ 322,399 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 71,614 | $ 12,380 | $ 135,531 | $ 14,617 |
AMOUNTS DUE TO RELATED PARTIE_2
AMOUNTS DUE TO RELATED PARTIES (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2023 | Dec. 31, 2022 | ||
Related Party [Member] | |||
Related Party Transaction [Line Items] | |||
Debt instrument forgiveness | $ 72,176 | ||
Related Party [Member] | |||
Related Party Transaction [Line Items] | |||
Due to related parties | [1] | $ 64,181 | $ 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 64,181 22,311 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Accounts payable | $ 1,732,961 | $ 1,296,571 | |
Accrued liabilities and other payables- Related Party (a) | [1] | 43,360 | |
Accrued liabilities and other payables (b) | [2] | 6,500,647 | 8,281,865 |
Other Accounts payable | 6,500,647 | 8,325,225 | |
Total Accounts payable | 8,233,608 | 9,621,796 | |
Related Party 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Unpaid salaries | $ 0 | $ 3,360 | |
[1]The amount represented due to one related party in respect to unpaid salaries and amounted to $ 0 3,360 |
ACCOUNTS PAYABLE AND ACCRUED _4
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details 1) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||
Accrued payroll | $ 378,169 | $ 1,023,549 | |
Accrued VAT expenses | 45,111 | 6,801 | |
Accrued taxes | 1,061,303 | 1,653,284 | |
Customer deposit | 566,338 | 1,155,695 | |
Customer refund | 246,051 | 1,146,409 | |
Other payables | [1] | 1,107,741 | 994,213 |
Other accrual | [2] | 3,095,934 | 2,301,914 |
Total Accrued liabilities | 6,500,647 | 8,281,865 | |
H P L [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Actual capital | $ 0 | $ 75,000 | |
[1]Included in these balances on June 30, 2023 and December 31, 2022 is a $ 0 75,000 |
ACCOUNTS PAYABLE AND ACCRUED _5
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details Narrative) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | May 31, 2022 |
Defined Benefit Plan Disclosure [Line Items] | |||
Accounts Payable, Current | $ 1,732,961 | $ 1,296,571 | |
Gorilla Business [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Accounts Payable, Current | $ 532,752 |
LEASES (Details)
LEASES (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Leases [Abstract] | ||
Operating lease expense (per ASC 842) | $ 278,183 | $ 139,420 |
Short-term lease expense (other than ASC 842) | 50,908 | 4,653 |
Total lease expense | $ 329,091 | $ 144,073 |
LEASES (Details 1)
LEASES (Details 1) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
2024 | $ 630,729 | |
2025 | 494,999 | |
2026 | 322,300 | |
2027 | 253,708 | |
2028 | 72,784 | |
Total | 1,744,520 | |
Less: interest | (153,668) | |
Present value of lease liabilities | 1,620,852 | $ 1,541,064 |
Less: non-current portion | (1,065,261) | (1,073,126) |
Present value of lease liabilities – current liability | $ 555,591 | $ 467,938 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Weighted average interest rate | 5.85% | |
Weighted average remaining life | 3 years 3 months 18 days | |
ROU asset and lease obligation | $ 1,762,350 | |
Operating lease right-of-use assets | $ 1,609,461 | 1,537,670 |
Operating lease liabilities | $ 1,620,852 | $ 1,541,064 |
LOAN (Details)
LOAN (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Aug. 17, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | ||
Debt Instrument [Line Items] | |||||||
Loans Payable | $ 24,378 | $ 24,378 | $ 28,164 | ||||
S G D 2 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loans Payable | $ 35,937 | ||||||
Term | 60 months | ||||||
Maturity date | Aug. 31, 2026 | ||||||
Interest rate | 4.75% | ||||||
Interest Expense | 307 | $ 0 | 632 | $ 0 | |||
Loan A [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loans Payable | [1] | $ 24,378 | $ 24,378 | $ 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 60 August 31, 2026 4.75 307 0 632 0 |
SHAREHOLDERS' DEFICIT (Details)
SHAREHOLDERS' DEFICIT (Details) - Warrant [Member] - $ / shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Warrants Beginning balance | 3,793,928 | 148,305 | ||
Weighted average exercise price Beginning balance | $ 3.565 | $ 20.57 | ||
Weighted average remaining contractual life (in years) Beginning balance | 3 years 18 days | 4 years 10 months 17 days | ||
Warrants Issued | [1] | 3,728,784 | ||
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 | 6 months | |||
Warrants Expired | 3,560 | |||
Weighted average exercise price Expired | $ 420 | |||
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) | 6 Months Ended |
Jun. 30, 2023 $ / shares | |
Beforemodification [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 | |
Offsetting Assets [Line Items] | ||
Warrants Beginning balance | 1,945,270 | 0 |
Weighted average exercise price Beginning balance | $ 6.49 | $ 0 |
Share option Granted | 0 | 1,945,270 |
Weighted average exercise price granted | $ 0 | $ 6.49 |
Weighted Average Remaining Contractual Life, Granted | 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 |
SHAREHOLDERS' DEFICIT (Detail_3
SHAREHOLDERS' DEFICIT (Details 3) - Equity Option [Member] | 6 Months Ended |
Jun. 30, 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 |
SHAREHOLDERS' DEFICIT (Detail_4
SHAREHOLDERS' DEFICIT (Details 4) - Directors Stock Awards [Member] - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 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 | 11 months 1 day | 11 months 1 day | 1 year 8 months 1 day |
Share awards Granted | 0 | 0 | |
Weighted average grant date fair value per share granted | $ 0 | $ 0 | |
Share awards Exercised | (325,980) | ||
Weighted average grant date fair value per share Exercised | $ 0 | $ 7.65 | |
Share awards Expired | 0 | 0 | |
Cancelled | $ 0 | $ 0 | |
Warrants Ending balance | 325,980 | 325,980 | 651,960 |
Weighted average exercise price Ending balance | $ 7.65 | $ 7.65 | $ 7.65 |
SHAREHOLDERS' DEFICIT (Detail_5
SHAREHOLDERS' DEFICIT (Details 5) | 6 Months Ended |
Jun. 30, 2023 shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Total | 325,980 |
First Year [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Total | 325,980 |
SHAREHOLDERS_ DEFICIT (Details
SHAREHOLDERS’ DEFICIT (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||||
Nov. 08, 2021 | Sep. 21, 2021 | Feb. 10, 2021 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||
Common Stock, Shares Authorized | 95,000,000 | 95,000,000 | 95,000,000 | |||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | 5,000,000 | |||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Common Stock, Shares, Outstanding | 28,457,239 | 28,457,239 | 27,082,849 | |||||||
Stockholders' Equity, Reverse Stock Split | 1 for 2.5 | 750 for 1 | ||||||||
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 | a total of 91 warrants were exercised in exchange to 27,300 shares of its common stock for the value of $55,890. During the six months ended June 30, 2022, a total of 70,791 warrants were exercised in exchange to 187,300 shares of its common stock for the value of $412,890 | |||||||||
Issuance of common stock value | $ 149,625 | $ 546,500 | $ 1,694,739 | $ 1,632,163 | ||||||
Redeemable warrant per share | $ 420 | $ 420 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested in Period, Fair Value | $ 0 | $ 0 | $ 0 | |||||||
Subsidiary [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||
Shares, Issued | 2,497 | 2,497 | 0 | |||||||
Consultants [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 0 | 370,000 | 196,078 | 486,000 | ||||||
Issuance of common stock value | $ 0 | $ 1,060,500 | $ 546,500 | $ 1,524,059 | ||||||
Compensation [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 285,718 | 29,353 | 394,874 | 54,797 | ||||||
Issuance of common stock value | $ 230,832 | $ 61,750 | $ 344,332 | $ 148,219 | ||||||
Brugau Pte Ltd [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||
Common Unit, Issued | 13,273 | 13,273 | ||||||||
Cory Bentley [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||
Agreement value | $ 119,457 | $ 119,457 |
PREFERRED STOCKS AND WARRANTS_2
PREFERRED STOCKS AND WARRANTS (Details) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares Stated Value | $ 1,000 | $ 1,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares Stated Value | $ 1,336 | $ 1,336 |
Series B 1 Preferred Stock [Member] | ||
Preferred stock, shares authorized | 15,000 | 15,000 |
Preferred stock, shares Stated Value | $ 2,917 | $ 2,917 |
Series C Preferred Stock [Member] | ||
Preferred stock, shares authorized | 15,000 | 15,000 |
Preferred stock, shares Stated Value | $ 5,763 | $ 5,763 |
Series C 1 Preferred Stock [Member] | ||
Preferred stock, shares authorized | 30,000 | 30,000 |
Preferred stock, shares Stated Value | $ 420 | $ 420 |
Series X Super Voting Preferred Stock [Member] | ||
Preferred stock, shares authorized | 3,500 | 3,500 |
Preferred stock, shares Stated Value | $ 0.0001 | $ 0.0001 |
PREFERRED STOCKS AND WARRANTS_3
PREFERRED STOCKS AND WARRANTS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2020 | Dec. 31, 2022 | |
Series A Preferred Stock [Member] | ||||||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | 0 | ||
Stock Issued During Period, Shares, Purchase of Assets | 888,889 | |||||
Stock Issued During Period, Value, Purchase of Assets | $ 8,000,000 | |||||
Preferred stock issued | 0 | 0 | 0 | |||
Series B Preferred Stock [Member] | ||||||
Preferred Stock, Shares Outstanding | 0 | 0 | 2,548 | |||
Stock Issued During Period, Shares, Purchase of Assets | 764,400 | |||||
Stock Issued During Period, Value, Purchase of Assets | $ 3,412,503 | |||||
Preferred stock issued | 0 | 0 | 2,548 | |||
Stock Issued During Period, Shares, Other | 0 | 0 | ||||
Series B 1 Preferred Stock [Member] | ||||||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | |||
Stock Issued During Period, Shares, Purchase of Assets | 48,000 | |||||
Stock Issued During Period, Value, Purchase of Assets | $ 466,720 | |||||
Preferred stock issued | 0 | 0 | 0 | |||
Stock Issued During Period, Shares, Other | 0 | |||||
Stock Issued During Period, Shares, New Issues | 40 | |||||
Stock Issued During Period, Value, New Issues | $ 116,680 | |||||
Share Price | $ 9.72 | $ 9.72 | $ 2,917 | |||
Series C Preferred Stock [Member] | ||||||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | |||
Stock Issued During Period, Shares, Purchase of Assets | 465,600 | |||||
Stock Issued During Period, Value, Purchase of Assets | $ 8,353,373 | |||||
Preferred stock issued | 0 | 0 | 0 | |||
Stock Issued During Period, Shares, Other | 0 | |||||
Share Price | $ 17.9 | $ 17.9 | ||||
Series C 1 Preferred Stock [Member] | ||||||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | |||
Stock Issued During Period, Shares, Purchase of Assets | 4,195,200 | |||||
Stock Issued During Period, Value, Purchase of Assets | $ 5,536,832 | |||||
Preferred stock issued | 0 | 0 | 0 | |||
Share Price | $ 1.21 | $ 1.21 | ||||
Series X Super Voting Preferred Stock [Member] | ||||||
Preferred Stock, Shares Outstanding | 3,500 | 3,500 | 3,500 |
TREASURY STOCKS (Details)
TREASURY STOCKS (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Equity [Abstract] | ||
Aggregate common stock repurchased | 611,605 | |
Weighted average price paid per share | $ 1.0473 | |
Total amount paid | $ 640,525 |
TREASURY STOCKS (Details Narrat
TREASURY STOCKS (Details Narrative) - USD ($) | Jun. 30, 2023 | Jan. 25, 2023 |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Repurchase Agreement Counterparty, Amount at Risk | $ 1,359,475 | |
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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
- Local | $ 5,647,001 | $ 11,263,271 | ||
- Foreign | 3,050,774 | 2,912,629 | ||
Loss before income taxes | $ 3,308,176 | $ 7,585,797 | $ 8,697,775 | $ 14,175,900 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income tax expense | $ 1,054 | $ 797 | $ 1,668 | $ 2,099 |
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 | 1,265 | 2,099 | ||
Income tax expense Deferred | ||||
PHILIPPINES | ||||
Income tax expense Current | ||||
Income tax expense Deferred | ||||
INDONESIA | ||||
Income tax expense Current | 403 | |||
Income tax expense Deferred | ||||
THAILAND | ||||
Income tax expense Current | ||||
Income tax expense Deferred | ||||
MALAYSIA | ||||
Income tax expense Current | ||||
Income tax expense Deferred |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
ROU net liability | $ 248 | |
Deferred tax assets Net operating loss carryforwards | 14,774,883 | 14,503,793 |
Less: valuation allowance | (14,774,883) | (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 | 6,201,159 | 4,791,994 |
SINGAPORE | ||
Deferred tax assets Net operating loss carryforwards | 1,196,182 | 975,690 |
VIET NAM | ||
Deferred tax assets Net operating loss carryforwards | 806,740 | 565,376 |
INDIA | ||
Deferred tax assets Net operating loss carryforwards | ||
PHILIPPINES | ||
Deferred tax assets Net operating loss carryforwards | 239,798 | 144,211 |
INDONESIA | ||
Deferred tax assets Net operating loss carryforwards | 156,844 | 85,450 |
THAILAND | ||
Deferred tax assets Net operating loss carryforwards | 155,922 | 139,940 |
MALAYSIA | ||
Deferred tax assets Net operating loss carryforwards | $ 3,103 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Unrecognized Tax Benefits | $ 0 | $ 0 | $ 0 |
Income Tax Examination, Penalties Expense | 0 | 0 | |
UNITED STATES | |||
Net operating losses incurred | 29,529,329 | 29,529,329 | |
Deferred tax assets valuation allowance | 6,201,159 | 6,201,159 | |
SINGAPORE | |||
Net operating losses incurred | 7,036,368 | 7,036,368 | |
Deferred tax assets valuation allowance | 1,196,182 | 1,196,182 | |
VIET NAM | |||
Net operating losses incurred | 4,033,701 | 4,033,701 | |
Deferred tax assets valuation allowance | 806,740 | 806,740 | |
INDIA | |||
Net operating gains incurred | 5,028 | 5,028 | |
Deferred tax expenses current | 1,265 | ||
INDONESIA | |||
Net operating losses incurred | 712,926 | 712,926 | |
Deferred tax assets valuation allowance | 156,844 | 156,844 | |
PHILIPPINES | |||
Net operating losses incurred | 959,193 | 959,193 | |
Deferred tax assets valuation allowance | 239,798 | 239,798 | |
THAILAND | |||
Net operating losses incurred | 799,610 | 799,610 | |
Deferred tax assets valuation allowance | 155,922 | 155,922 | |
MALAYSIA | |||
Net operating losses incurred | 12,928 | 12,928 | |
Deferred tax assets valuation allowance | $ 3,103 | $ 3,103 |
PENSION COSTS (Details Narrativ
PENSION COSTS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Retirement Benefits [Abstract] | ||||
Pension Cost (Reversal of Cost) | $ 113,767 | $ 37,672 | $ 205,973 | $ 45,762 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Shareholder Service [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Total professional fees | $ 0 | $ 209,000 | $ 200,000 | $ 506,000 |
Director [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Total accrued salaries | 242,500 | 0 | 485,000 | 0 |
Key Management Personnel [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Total accrued salaries | $ 378,060 | $ 0 | $ 596,119 | $ 0 |
Issaunce of common stock shares | 19,559 | 82,907 | 64,853 | 235,667 |
Stock based compensation expense | $ 149,625 | $ 634,240 | $ 496,125 | $ 1,802,154 |
Stock of shares issued | 79,516 | |||
Key Management Personnel [Member] | Equity Option [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Repayments of Related Party Debt | 124,514 | 0 | ||
Directors Key Management Personnel [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Stock of shares issued | 432,361 | |||
Directors Key Management Personnel [Member] | Equity Option [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Repayments of Related Party Debt | $ 677,036 | 0 | ||
Officer [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Total professional fees | $ 2,531 | $ 1,151 | $ 5,521 | $ 5,599 |
Shareholder [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Shares issued | 0 | 100,000 | 196,078 | 200,000 |
Shares issued value | $ 0 | $ 209,000 | $ 200,000 | $ 506,000 |
CONCENTRATIONS OF RISK (Details
CONCENTRATIONS OF RISK (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Concentration Risk [Line Items] | ||||
Revenues | $ 2,187,232 | $ 499,062 | $ 4,229,812 | $ 944,152 |
Customer A [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Revenues | $ 1,074,406 | $ 2,027,071 | ||
Concentration Risk, Percentage | 49.12% | 47.92% | ||
Customer A [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Accounts receivable | $ 352,072 | $ 352,072 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - Purchase Agreement [Member] | May 31, 2023 USD ($) |
Offsetting Assets [Line Items] | |
Business Acquisitions, Purchase Price Allocation, Year of Acquisition, Net Effect on Income | $ 26,000 |
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 104,000 |