Cover
Cover - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Entity Addresses [Line Items] | ||
Document Type | 20-F | |
Amendment Flag | false | |
Document Registration Statement | false | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Shell Company Report | false | |
Document Period End Date | Dec. 31, 2023 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-41467 | |
Entity Registrant Name | Magic Empire Global Limited | |
Entity Central Index Key | 0001881472 | |
Entity Incorporation, State or Country Code | D8 | |
Entity Address, Address Line One | 3/F | |
Entity Address, Address Line Two | 8 Wyndham Street | |
Entity Address, City or Town | Central | |
Entity Address, Country | HK | |
Title of 12(b) Security | Ordinary shares, par value $0.0001 per share | |
Trading Symbol | MEGL | |
Security Exchange Name | NASDAQ | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Document Accounting Standard | U.S. GAAP | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 20,256,099 | |
Document Financial Statement Error Correction [Flag] | false | |
Auditor Firm ID | 5395 | 711 |
Auditor Name | Marcum Asia CPAs LLP | Friedman LLP |
Auditor Location | New York, New York | New York, New York |
Business Contact [Member] | ||
Entity Addresses [Line Items] | ||
Entity Address, Address Line One | 3/F | |
Entity Address, Address Line Two | 8 Wyndham Street | |
Entity Address, City or Town | Central | |
Entity Address, Country | HK | |
City Area Code | (852) | |
Local Phone Number | 3577 8770 | |
Contact Personnel Name | Ms. Vivien Tai | |
Contact Personnel Email Address | meglir@giraffecap.com |
Consolidated Balance Sheets
Consolidated Balance Sheets | Dec. 31, 2023 USD ($) | Dec. 31, 2023 HKD ($) | Dec. 31, 2022 HKD ($) | |
Current assets: | ||||
Cash | $ 11,830,623 | $ 92,407,813 | $ 121,814,233 | |
Accounts receivable | 294,772 | 2,302,436 | 1,988,403 | |
Interest receivables | 57,554 | 449,550 | 515,287 | |
Deposits and prepayments | 140,349 | 1,096,249 | 1,050,694 | |
Tax recoverable | 587,834 | |||
Total current assets | 12,323,298 | 96,256,048 | 126,053,151 | |
Non-current assets: | ||||
Property and equipment, net | 217,005 | 1,695,006 | ||
Right-of-use assets | 212,316 | 1,658,382 | 3,553,677 | |
Long-term investment | 4,947,924 | 38,647,738 | 14,500,000 | |
Total non-current assets | 5,377,245 | 42,001,126 | 18,053,677 | |
Total assets | 17,700,543 | 138,257,174 | 144,106,828 | |
Current liabilities: | ||||
Accruals and other payables | 138,140 | 1,079,000 | 1,068,185 | |
Contract liabilities | 149,023 | 1,164,000 | 3,054,032 | |
Operating lease liabilities | 223,574 | 1,746,317 | 1,904,725 | |
Total current liabilities | 510,737 | 3,989,317 | 6,026,942 | |
Non-current liabilities: | ||||
Operating lease liabilities | 1,746,317 | |||
Total non-current liabilities | 1,746,317 | |||
Total liabilities | 510,737 | 3,989,317 | 7,773,259 | |
Commitments and contingencies | ||||
SHAREHOLDERS’ EQUITY | ||||
Ordinary shares, US$0.0001 par value, 300,000,000 shares authorized, and 15,000,000 shares outstanding as of December 31, 2021 and 2022, respectively | [1] | 2,026 | 15,826 | 15,826 |
Additional paid-in capital | 17,752,482 | 138,662,858 | 138,662,858 | |
Retained earnings (Accumulated loss) | (564,702) | (4,410,827) | (2,345,115) | |
Total shareholders' equity | 17,189,806 | 134,267,857 | 136,333,569 | |
Total liabilities and shareholders' equity | 17,700,543 | 138,257,174 | 144,106,828 | |
Related Party [Member] | ||||
Current assets: | ||||
Other receivables - related parties | $ 96,700 | |||
[1]Giving retroactive effect to the 150,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares outstanding | 20,256,099 | 15,000,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations | 12 Months Ended | ||||
Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2023 HKD ($) $ / shares shares | Dec. 31, 2022 HKD ($) $ / shares shares | Dec. 31, 2021 HKD ($) $ / shares shares | ||
Income Statement [Abstract] | |||||
REVENUE | $ 1,765,741 | $ 13,792,030 | $ 11,198,252 | $ 16,870,748 | |
OPERATING EXPENSES: | |||||
Selling, general and administrative expenses | (2,125,852) | (16,604,828) | (15,700,930) | (15,140,959) | |
Total operating expenses | (2,125,852) | (16,604,828) | (15,700,930) | (15,140,959) | |
INCOME (LOSS) FROM OPERATIONS | (360,111) | (2,812,798) | (4,502,678) | 1,729,789 | |
OTHER INCOME (EXPENSE) | |||||
Interest income | 545,193 | 4,258,450 | 1,058,222 | 1,219 | |
Other income | 22,127 | 172,832 | 216,000 | ||
Other expenses | (17,834) | (139,296) | (232,002) | (82,200) | |
Impairment loss on long-term investment | (251,315) | (1,963,000) | |||
Total other income (expense), net | 298,171 | 2,328,986 | 1,042,220 | (80,981) | |
INCOME (LOSS) BEFORE INCOME TAXES | (61,940) | (483,812) | (3,460,458) | 1,648,808 | |
INCOME TAX (EXPENSES) BENEFITS | (381,820) | (70,184) | |||
NET INCOME (LOSS) | $ (61,940) | $ (483,812) | $ (3,842,278) | $ 1,578,624 | |
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES | |||||
Basic* | [1] | 20,256,099 | 20,256,099 | 17,076,111 | 15,000,000 |
Diluted* | [1] | 20,256,099 | 20,256,099 | 17,076,111 | 15,000,000 |
EARNINGS (LOSS) PER SHARE | |||||
Basic* | (per share) | [1] | $ (0.003) | $ (0.02) | $ (0.23) | $ 0.11 |
Diluted* | (per share) | [1] | $ (0.003) | $ (0.02) | $ (0.23) | $ 0.11 |
[1]Giving retroactive effect to the 150,000 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) | Jul. 15, 2021 shares |
Income Statement [Abstract] | |
Stock split | 150,000 |
Consolidated Statements of Chan
Consolidated Statements of Change in Shareholders' Equity | Common Stock [Member] USD ($) shares | Common Stock [Member] HKD ($) shares | Additional Paid-in Capital [Member] USD ($) | Additional Paid-in Capital [Member] HKD ($) | Retained Earnings [Member] USD ($) | Retained Earnings [Member] HKD ($) | USD ($) | HKD ($) | |
Beginning balance, value at Dec. 31, 2020 | $ 11,700 | $ 3,918,539 | $ 3,930,239 | ||||||
Beginning balance, shares at Dec. 31, 2020 | shares | [1] | 15,000,000 | 15,000,000 | ||||||
Net income (loss) | 1,578,624 | 1,578,624 | |||||||
Ending balance, value at Dec. 31, 2021 | $ 11,700 | 5,497,163 | 5,508,863 | ||||||
Ending balance, shares at Dec. 31, 2021 | shares | [1] | 15,000,000 | 15,000,000 | ||||||
Net income (loss) | (3,842,278) | (3,842,278) | |||||||
Issuance of ordinary shares upon IPO, net | $ 3,925 | 138,662,858 | 138,666,783 | ||||||
Issuance of ordinary shares upon IPO, net, shares | shares | [1] | 5,000,000 | 5,000,000 | ||||||
Exercise of warrants | $ 201 | 201 | |||||||
Exercise of warrants, shares | shares | [1] | 256,099 | 256,099 | ||||||
Dividend distribution | (4,000,000) | (4,000,000) | |||||||
Ending balance, value at Dec. 31, 2022 | $ 15,826 | 138,662,858 | (2,345,115) | 136,333,569 | |||||
Ending balance, shares at Dec. 31, 2022 | shares | [1] | 20,256,099 | 20,256,099 | ||||||
Net income (loss) | (483,812) | $ (61,940) | (483,812) | ||||||
Dividend distribution | (1,581,900) | (1,581,900) | |||||||
Ending balance, value at Dec. 31, 2023 | $ 2,026 | $ 15,826 | $ 17,752,482 | $ 138,662,858 | $ (564,702) | $ (4,410,827) | $ 17,189,806 | $ 134,267,857 | |
Ending balance, shares at Dec. 31, 2023 | shares | [1] | 20,256,099 | 20,256,099 | ||||||
[1]Giving retroactive effect to the 150,000 |
Consolidated Statements of Ch_2
Consolidated Statements of Change in Shareholders' Equity (Parenthetical) | Jul. 15, 2021 shares |
Statement of Stockholders' Equity [Abstract] | |
Stock split | 150,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows | 12 Months Ended | |||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 HKD ($) | Dec. 31, 2022 HKD ($) | Dec. 31, 2021 HKD ($) | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net income (loss) | $ (61,940) | $ (483,812) | $ (3,842,278) | $ 1,578,624 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||
Depreciation | 26,881 | 209,966 | 62,683 | 695,046 |
Amortization of right-of-use asset | 242,647 | 1,895,294 | 1,895,294 | 2,350,116 |
Impairment loss on long-term investment | 251,315 | 1,963,000 | ||
Interest of lease liabilities | 17,834 | 139,296 | 232,002 | 82,200 |
Deferred tax (benefit) expense | 391,820 | (391,820) | ||
Change in operating assets and liabilities | ||||
Accounts receivable | (40,204) | (314,033) | 3,192,306 | (2,406,350) |
Interest receivables | 8,416 | 65,737 | (515,287) | |
Deposits and prepayments | (5,832) | (45,555) | 2,576 | 314,594 |
Tax recoverable | 75,258 | 587,834 | (587,834) | 1,290,587 |
Accruals and other payables | 1,385 | 10,815 | 741,339 | (507,763) |
Contract liabilities | (241,974) | (1,890,032) | (196,572) | (33,614) |
Operating lease liabilities | (261,688) | (2,044,020) | (2,044,020) | (2,535,360) |
Taxes payable | (242,393) | 242,393 | ||
Net cash provided by (used in) operating activities | 12,097 | 94,490 | (910,364) | 678,653 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Other receivables - related parties | 12,380 | 96,700 | (96,700) | |
Purchase of property and equipment | (243,886) | (1,904,972) | ||
Payment for long-term investment | (3,342,859) | (26,110,738) | (14,500,000) | |
Net cash used in investing activities | (3,574,365) | (27,919,010) | (14,596,700) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from IPO, net | 140,537,759 | |||
Deferred IPO cost | (1,870,775) | |||
Dividend distribution | (202,525) | (1,581,900) | (4,000,000) | |
Other payables - related parties | (10,903,300) | 5,000,000 | ||
Net cash (used in) provided by financing activities | (202,525) | (1,581,900) | 125,634,459 | 3,129,225 |
NET CHANGE IN CASH | (3,764,793) | (29,406,420) | 110,127,395 | 3,807,878 |
CASH AT BEGINNING OF YEAR | 15,595,416 | 121,814,233 | 11,686,838 | 7,878,960 |
CASH AT END OF YEAR | 11,830,623 | 92,407,813 | 121,814,233 | 11,686,838 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||||
Cash paid for income tax | 820,227 | |||
Cash received from tax refund | 75,258 | 587,834 | 1,070,976 | |
Cash paid for interest | ||||
Supplemental schedule of non-cash investing and financing activities: | ||||
Operating lease right-of-use assets obtained in exchange for operating lease liabilities | 1,870,775 | |||
Deferred IPO costs recognized as share premium | $ 5,527,942 |
ORGANIZATION AND BUSINESS OVERV
ORGANIZATION AND BUSINESS OVERVIEW | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BUSINESS OVERVIEW | 1. ORGANIZATION AND BUSINESS OVERVIEW Magic Empire Global Limited (“MEGL” or the “Company”) is a limited liability company incorporated in British Virgin Islands on May 10, 2016. The Company’s registered office is located at the office of P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands and its principal place of business is situated at 3/F, 8 Wyndham Street, Central, Hong Kong. The Company and its subsidiaries (collectively referred to as the “Group”) provide financial services in Hong Kong which principally engages in the provision of corporate finance advisory services, underwriting services and corporate services. As of December 31, 2023, the Company has direct or indirect interests in the following subsidiaries: SCHEDULE OF SUBSIDIARIES COMPANY Name Place and date of incorporation Issued ordinary Ownership Principal Giraffe Financial Holdings Limited (“GFHL”) Hong Kong June 24, 2016 HK$ 10,000 100 Investment holding Giraffe Capital Limited (“GCL”) Hong Kong June 28, 2016 HK$ 10,000,000 100 Providing advisory services for the company to be listed in the public offerings and advising companies on corporate finance Giraffe Investment Limited (“GIL”) Hong Kong September 22, 2022 HK$ 100 100 Investment holding Magic Empire Investment Limited (“MEIL”) Hong Kong September 22, 2022 HK$ 100 100 Investment holding Giraffe Corporate Services Limited (“GCSL”) Hong Kong August 3, 2023 HK$ 100 100 Providing corporate services The Group is a financial services provider in Hong Kong which principally engages in the provision of corporate finance advisory services and underwriting services. The service offerings mainly comprise the following: Initial Public Offering (“IPO”) sponsorship services: The Group acts as sponsors to companies pursuing listing on the Main Board (the “Main Board”) of the Stock Exchange of Hong Kong Limited (the “Stock Exchange”) and GEM (formerly known as Growth Enterprise Market) of the Stock Exchange advising and guiding them throughout the listing process in return for sponsor’s fee. Independent financial advisory (“IFA”) services: The Group acts as an independent financial advisor to give opinions or recommendations to the independent board committee and independent shareholders of the listed companies, in return for advisory fee. Financial advisory (“FA”) services: The Group acts as a financial advisor to clients to advise them on the terms and structures of the proposed transactions, and the relevant implications and compliance matters under the Hong Kong regulatory framework including the Listing Rules, the GEM Listing Rules and the Takeovers Code. Compliance advisory (“CA”) services: The Group acts as a compliance advisor to the listed companies on the Main Board or GEM and advise them on post-listing compliance matters in return for compliance advisory fee. Underwriting services: The Group provides underwriting services by acting as a global coordinator, a bookrunner, a lead manager or an underwriter for the listing applicants in IPOs, in return for underwriting commission income. Corporate services: The Company acts as a consultant to clients to advise them on the company secretarial and accountancy matter, in return for advisory fee. MAGIC EMPIRE GLOBAL LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. ORGANIZATION AND BUSINESS OVERVIEW Initial Public Offering On August 4, 2022, MEGL entered into an underwriting agreement with Network 1 Financial Securities, Inc. and Alexander Capital, L.P. as underwriters named thereof, in connection with its initial public offering (“IPO”) of 5,000,000 4.00 500,000 6.00 On August 10, 2022, the Company closed its initial public offering (the “IPO”) of 5,000,000 4.00 20 On August 12, 2022, the underwriter exercised its representative’s warrants in full and the Company issued a total of 256,099 Recent Business Development Introduction of a new business line On August 3, 2023, GCSL, a new subsidiary of the Company, was set up and launched its new line of business in the provision of corporate services which include accounting and financial reporting advisory, company secretarial services, internal control enhancement, investor relations advisory and other consulting services. The corporate services will supplement the Group’s existing business by extending its service offerings and provide comprehensive solutions to meet the evolving needs of its clients and diversify the Group’s client base. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Principles of consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. A subsidiary is an entity (including a structured entity), directly or indirectly, controlled by the Company. The financial statements of the subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in consolidation. MAGIC EMPIRE GLOBAL LIMITED 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Foreign currency translation The Group uses Hong Kong Dollar (“HK$”) as its reporting currency. The functional currency of the Company in British Virgin Islands is United States Dollar (“US$”) and the Company’s subsidiaries in Hong Kong is HK$, which is its respective local currency based on the criteria of ASC 830, “ Foreign Currency Matters In the consolidated financial statements of the Company, transactions in currencies other than the functional currency are measured and recorded in the functional currency using the exchange rate in effect at the date of the transaction. At the balance sheet date, monetary assets and liabilities that are denominated in currencies other than the functional currency are translated into the functional currency using the exchange rate at the balance sheet date. All gains and losses arising from foreign currency transactions are recorded in the income statements during the year in which they occur. Convenience translation Translations of amounts in the consolidated balance sheet, consolidated statements of operations and consolidated statements of cash flows from HK$ into US$ as of and for the year ended December 29, 2023 are solely for the convenience of the reader and were calculated at the noon buying rate of US$ 1 7.8109 Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Significant accounting estimates reflected in the Group’s consolidated financial statements include impairment assessment on long-term investment. Actual results may differ from these estimates. Cash Cash mainly represent cash at bank and demand deposits which have original maturities less than three months and are unrestricted as to withdrawal or use. As of December 31, 2023 and 2022, the Group did not have any cash equivalents. The Group maintains bank accounts in Hong Kong. MAGIC EMPIRE GLOBAL LIMITED 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Accounts receivable Accounts receivable are stated at the original amount less an allowance for credit losses. Accounts receivable are recognized in the period when the Group has provided services to its customers and when its right to consideration is unconditional. On January 1, 2023, the Company adopted ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement on Credit Losses on Financial Instruments”, including certain subsequent amendments, transitional guidance and other interpretive guidance within ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-11, ASU 2020-02 and ASU 2020-03 (collectively, including ASU 2016-13, “ASC 326”). ASC 326 introduces an approach based on expected losses to estimate the allowance for credit losses, replacing the previous incurred loss impairment model, which makes allowances when there is substantial doubt as to the collectability and a loss is determined to be probable. The Group adopts the current expected credit loss model (“CECL model”) to estimate the expected credit losses, which is determined by multiplying the probability of default. In determining the probability of default, the Group mainly considers factors such as aging schedule of receivables, migration rate of receivables, assessment of receivables due from specific identifiable counter-parties that are considered at risk or uncollectible, current market conditions, as well as reasonable and supportable forecasts of future economic conditions. The Group concludes that there is no impact over the initial adoption of CECL model, which should be treated as cumulative-effect adjustment on accumulated deficits as of January 1, 2023. Accounts receivable balances are written off after all collection efforts have been exhausted. Accounts receivable mainly represent amounts due from clients for corporate finance services which are recorded net of allowance for the Group’s credit losses. The group does not grant credit terms to the clients. Under ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), the Group adopted the expected loss approach using macroeconomic forecasts, referred to as a current expected credit losses (“CECL”) methodology. The allowance for credit losses reflects the Group’s estimated expected losses. The Group estimates the allowance for credit losses, mainly based on past collection experience as well as consideration of current and future economic conditions and changes in the Group’s collection trends. The Group estimates the expected credit losses for accounts receivable with similar risk characteristics on a pool basis. For each pool, the Group first estimates its recovery period based on relevant historical accounts receivable collection information. Then the Group estimates the credit allowances based on the recovery period, the historical distribution of each aging bucket, and the impact of macroeconomic factors. Accounts receivable are written off when there is no reasonable expectation of recovery. Subsequent recoveries of amounts previously written off are credited against the same line item. nil Deposits and prepayments Deposits and prepayments are classified as either current or non-current based on the terms of the respective agreements. These advances are unsecured and are reviewed periodically to determine whether their carrying value has become impaired. As of December 31, 2023 and 2022, management believes that the Group’s prepayments and deposits are not impaired. Property and equipment, net Property and equipment are stated at cost less accumulated depreciation and impairment if applicable. The Group computes depreciation using the straight-line method over the estimated useful lives of the assets as follows: SCHEDULE OF USEFUL LIVES OF PROPERTY AND EQUIPMENT Office equipment 1 3 Furniture and fixtures 3 Motor vehicles 5 Leasehold improvements Over the shorter of the lease term or estimated useful life The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the consolidated statements of operations. Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals and betterments, which are expected to extend the useful life of assets, are capitalized. The Group also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives. MAGIC EMPIRE GLOBAL LIMITED 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Impairment of long-lived assets The Group evaluates the recoverability of its long-lived assets (asset groups), including property and equipment and operating lease right-of-use assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of its asset (asset group) may not be fully recoverable. When these events occur, the Group measures impairment by comparing the carrying amount of the assets to the estimated undiscounted future cash flows expected to result from the use of the asset (asset group) and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amount of the asset (asset group), the Group recognizes an impairment loss based on the excess of the carrying amount of the asset (asset group) over their fair value. Fair value is generally determined by discounting the cash flows expected to be generated by the asset (asset group), when the market prices are not readily available. The adjusted carrying amount of the asset is the new cost basis and is depreciated over the asset’s remaining useful life. Long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. For the years ended December 31, 2023, 2022 and 2021, no Long-term investment ASU 2016-01 (“ASU 2016-01”), Recognition and Measurement of Financial Assets and Financial Liabilities amends certain aspects of recognition, measurement, presentation and disclosure of financial instruments. The main provisions require equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value through earnings, unless they qualify for a measurement alternative. Equity Investments with Readily Determinable Fair Values Equity investments with readily determinable fair values are measured and recorded at fair value using the market approach based on the quoted prices in active markets at the reporting date. Equity investments without readily determinable fair values After the adoption of this new accounting standard, the Group elected to record equity investments without readily determinable fair values and not accounted for under the equity method at cost, less impairment, adjusted for subsequent observable price changes on a nonrecurring basis, and report changes in the carrying value of the equity investment in current earnings. Changes in the carrying value of the equity investment are required to be made whenever there are observable price changes in orderly transactions for the identical or similar investment of the same issuer. Reasonable efforts shall be made to identify price changes that are known or that can reasonably be known. Derivative investment ASC 815-10, Derivatives and Hedging, establishes accounting and reporting standards for derivative instruments, including certain derivatives embedded in other contracts. ASC 815-10 generally requires an entity to recognize all derivatives as either assets or liabilities, and to measure those investments at fair value. The Group evaluates its investments to determine if investments have derivative or contain certain features that qualify as embedded derivatives. When applicable, the Group follows ASC 815-10 and re-valued any derivative instruments for fair value at each reporting date. Contract liabilities The Group bills its clients based upon contractual schedules. The timing of revenue recognition, billings and cash collections result in accounts receivable and contract liabilities. MAGIC EMPIRE GLOBAL LIMITED 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Contract liabilities represent the upfront payments received upon signing of the contract for initial public offering/independent financial advisory/financial advisory services and advances from clients related to compliance advisory services. Advance payments in excess of related accounts receivable are presented as contract liabilities on the consolidated balance sheets. Lease The Group is a lessee of non-cancellable operating leases for corporate office premise. The Group determines if an arrangement is a lease at inception. Lease assets and liabilities are recognized at the present value of the future lease payments at the leases commencement date. The interest rate used to determine the present value of the future lease payments is the Group’s incremental borrowing rate based on the information available at the lease commencement date. The Group generally uses the base, non-cancellable lease term in calculating the right-of-use assets and liabilities. The Group may recognize the lease payments in the consolidated statements of operations on a straight-line basis over the lease terms and variable lease payments in the periods in which the obligations for those payments are incurred, if any. The lease payments under the lease arrangements are fixed. The lease standard provides practical expedients for an entity ongoing accounting. The Group elected to apply the short-term lease exception for lease arrangements with a lease term of 12 months or less at commencement. Lease terms used to compute the present value of lease payments do not include any option to extend, renew or terminate the lease that the Group is not able to reasonably certain to exercise upon the lease inception. Accordingly, operating lease right-of-use assets and liabilities do not include leases with a lease term of 12 months or less. The Group did not adopt the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component. Non-lease components include payments for building management, utilities and property tax. It separates the non-lease components from the lease components to which they relate. The Group evaluates the impairment of its right-of-use assets consistent with the approach applied for its other long-lived assets. The Group reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Group has elected to include the carrying amount of finance and operating lease liabilities in any tested asset group and include the associated lease payments in the undiscounted future pre-tax cash flows. For the years ended December 31, 2023, 2022 and 2021, the Group did not have any impairment loss against its operating lease right-of-use assets. MAGIC EMPIRE GLOBAL LIMITED 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Fair value of financial instruments ASC 825-10 requires certain disclosures regarding the fair value of financial instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 — Other inputs that are directly or indirectly observable in the marketplace. Level 3 — Unobservable inputs which are supported by little or no market activity. The carrying amounts of cash, accounts receivable, interest receivables, other receivables from related parties, other payables to related parties, and accruals and other payables approximate their fair values because of their generally short maturities. The following tables present information about the Group’s assets that were measured at fair value on a recurring basis as of December 31, 2023 and 2022 and indicate the fair value hierarchy of the valuation techniques the Group utilized to determine such fair value. SCHEDULE OF FAIR VALUE ON A RECURRING BASIS Quoted Significant Significant Prices Other Other In Active Observable Unobservable December 31, Markets Inputs Inputs 2023 (Level 1) (Level 2) (Level 3) HK$ HK$ HK$ HK$ Assets: - Non-marketable equity securities 38,647,738 — — 38,647,738 MAGIC EMPIRE GLOBAL LIMITED 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Quoted Significant Significant Prices Other Other In Active Observable Unobservable December 31, Markets Inputs Inputs 2022 (Level 1) (Level 2) (Level 3) HK$ HK$ HK$ HK$ Assets: - Non-marketable equity securities 14,500,000 — — 14,500,000 The Group’s non-marketable equity securities are investments in privately held companies, which are without readily determinable market values and are classified as Level 3, due to the absence of quoted market prices, the inherent lack of liquidity and the fact that inputs used to measure fair value are unobservable and require management’s judgment. Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates. Revenue recognition The Group applied ASC Topic 606 “Revenue from Contracts with Customers” (“ASC 606”) for all periods presented. The five-step model defined by ASC 606 requires the Group to (1) identify its contracts with customers, (2) identify its performance obligations under those contracts, (3) determine the transaction prices of those contracts, (4) allocate the transaction prices to its performance obligations in those contracts, and (5) recognize revenue when each performance obligation under those contracts is satisfied. Revenue is recognized when promised goods or services are transferred to the customer in an amount that reflects the consideration expected in exchange for those goods or services. The Group has elected to apply the practical expedient in paragraph ASC 606-10-50-14 and does not disclose information about remaining performance obligations that have original expected durations of one year or less. The Group elected a practical expedient that it does not adjust the promised amount of consideration for the effects of a significant financing component if the Group expects that, upon the inception of revenue contracts, the period between when the Group transfers its promised services or deliverables to its clients and when the clients pay for those services or deliverables will be one year or less. As a practical expedient, the Group elected to expense the incremental costs of obtaining a contract when incurred if the amortization period of the asset that the Group otherwise would have recognized is one year or less. The Group is a financial services provider in Hong Kong which principally engages in the provision of corporate finance advisory services and underwriting services. The service offerings mainly comprise the following: The Group’s principal revenue stream includes: 1. IPO sponsorship services: The Group acts as sponsors to companies pursuing listing on the Main Board of the Stock Exchange and GEM of the Stock Exchange advising and guiding them throughout the listing process in return for sponsor’s fee. The Group enters into a distinct contract with its clients for the provision of IPO sponsorship services. The revenues generated from IPO sponsorship services are generally based on the fixed fee billing arrangements that require the clients to pay a pre-established fee in exchange for a predetermined set of professional services. The clients agree to pay a fixed fee by instalments over the contract terms as specified in the service agreements. The IPO sponsorship services include assisting the client to engage different professional parties for its IPO, carrying out due diligence, preparation of and reviewing prospectus and other submission documents including accountants’ report, legal opinions and profit and cash flow forecast memorandum, assessing the suitability of listing of the client, and advising on reorganization, assisting in preparation of roadshow materials and attending hearing for the listing application. There are generally three performance obligations for IPO sponsorship services while fee is paid by the Group’s clients by instalments subject to each milestone being achieved as stated in the contract. MAGIC EMPIRE GLOBAL LIMITED 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Group allocates the transaction price to each performance obligation based on the best estimate of relative standalone selling price for each performance obligation identified in the contract. The Group utilizes key assumptions to determine the standalone selling price, which may include other comparable transactions, pricing considered in negotiating the transaction, market conditions, project complexity, customer demographics and the estimated costs. Generally, the standalone selling prices for each performance obligation of the Group’s IPO sponsorship services are reasonably consistent across customers (that is, not highly variable), standalone selling price estimates are derived from considering the Group’s pricing history and expected cost plus a margin approach. The entire service fee from clients are non-refundable and the Group is entitled to receive upfront payment upon signing the contract. As the preparation stage of a listing application involves a series of tasks which are interrelated and are not separable or distinct as the Group’s clients cannot benefit from any standalone task, the Group concludes the stage of submission of listing application as the first performance obligation and recognizes the revenue from upfront payment and fee received upon submission of listing application together at the time of submission of listing application. For projects which the Group receives upfront payment upon signing the contract but no listing application is submitted by the expiry of the contract, the Group recognizes revenue from the upfront payment at the lapse of contract. For service fee received upon attending the listing hearing of the Stock Exchange for the listing application, which is distinct and regarded as the second performance obligation by the Group, revenue are recognized by the Group at the date the hearing is held and the Group has an enforceable right to payment for such performance. For service fee received upon listing, which is the third performance obligation of IPO sponsorship services, revenue is recognized upon completion of the IPO, which is evidenced by listing of the clients on the Stock Exchange. In some cases, the Group is entitled to the discretionary bonus only upon listing, amount of which is to be decided by the clients. The Group accounts for the discretionary bonus as variable consideration. The amount of such variable consideration should not be included in the transaction price, since it is not probable that a significant reversal of cumulative revenue recognized will occur resulting from a change in estimate of the consideration the Group will receive upon client's listing. The Group will recognize the revenue of the discretionary bonus at each reporting date when the uncertainty is resolved. During the year ended December 31, 2023, the Group received HK$ 1,500,000 192,039 2. IFA services: The Group acts as an independent financial advisor to give opinions or recommendations to the independent board committee and independent shareholders of the listed companies, in return for advisory fee. The Group enters a distinct contract with its clients for the provision of IFA services. The Group’s IFA services include (i) conducting reviews and analyses on the proposed transactions and assessing the fairness and reasonableness of the terms of the proposed transactions; (ii) issuing our opinion, in the form of an IFA letter, to the independent board committee and/or independent shareholders of listed issuers with voting recommendations, which are incorporated in the circulars pursuant to the Listing Rules, the GEM Listing Rules and the Takeovers Code; and (iii) obtaining the necessary clearance in relation to our opinion letters from the Stock Exchange and/or the SFC. MAGIC EMPIRE GLOBAL LIMITED 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The entire service fee from clients are non-refundable and the Group is entitled to receive upfront payment upon signing the contract. As the IFA services involve a series of tasks which are interrelated and are not separable or distinct as the Group’s clients cannot benefit from any standalone task, the Group concludes that the IFA services to be accounted for as a single performance obligation. The entire transaction prices of IFA services are allocated to a single performance obligation and the fees received upon signing the contract and upon issuance of circular which contains IFA letter, is recognized at the point the issue of circular on the Stock Exchange because it is the time that the scope of work for acting as an IFA such as carrying out due diligence, preparation of IFA letter to independent board committee and independent shareholders, and replying to queries from the Stock Exchange and/or the SFC are completed. For projects which are terminated or lapsed at expiry of contracts, the revenue from the upfront fee is recognized at the time of termination or lapse of contracts. 3. FA services: The Group acts as a financial advisor (i) to clients to advise them on the terms and structures of the proposed transactions, and the relevant implications and compliance matters under the Hong Kong regulatory framework including the Listing Rules, the GEM Listing Rules and the Takeovers Code; and (ii) to clients pursuing listing on other stock exchange. The Group enters a distinct contract with its clients for the provision of FA services. The scope of work under FA services can vary from project to project and generally involves a series of tasks which are interrelated and are not separable or distinct as the Group’s clients cannot benefit from any standalone task. Therefore, the entire transaction prices of FA services are generally allocated to a single performance obligation. The entire service fee from clients are non-refundable and the Group is entitled to receive upfront payment upon signing the contract. Revenue from upfront payment and other installments is recognized based on the point in time either (a) at the time of completion; or (b) lapse of the FA contract. For FA services to clients pursuing listing on other stock exchange, the Group enters into a distinct contract with its clients. The revenues are generally based on the fixed fee billing arrangements that require the clients to pay a pre-established fee in exchange for a predetermined set of professional services. The clients agree to pay a fixed fee by instalments over the contract terms as specified in the service agreements. The FA services include assisting the client to engage different professional parties for its listing exercise, advising on reorganization, financial reporting, internal control and legal and compliance, advising on the market position of the Group, coordinating roadshow and marketing activities. There are generally three performance obligations while fee is paid by the Group’s clients by instalments subject to each milestone being achieved as stated in the contract. The entire service fee from clients are non-refundable and the Group is entitled to receive upfront payment upon signing the contract. As the preparation stage of a listing application involves a series of tasks which are interrelated and are not separable or distinct as the Group’s clients cannot benefit from any standalone task, the Group concludes the stage of submission of listing application as the first performance obligation and recognizes the revenue from upfront payment and fee received upon submission of listing application together at the time of submission of listing application. In some cases, the payment upon signing of the contract is for FA services (i) up to a time limit (which is stated in the contract); or (ii) upon the submission of a listing application, whichever is earlier. In the case when the time is reached without a submission of listing application being made, the Group concludes this time as the first performance obligation and recognizes revenue from upfront payment and fee received accordingly. For projects which the Group receives upfront payment upon signing the contract but no listing application is submitted by the expiry of the contract, the Group recognizes revenue from the upfront payment at the lapse of contract. For service fee received upon listing, which is the third performance obligation, revenue is recognized upon completion of the FA service, which is evidenced by listing of the clients. MAGIC EMPIRE GLOBAL LIMITED 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 4. CA services: The Group acts as a compliance advisor to the listed companies on the Main Board or GEM and advise them on post-listing compliance matters in return for compliance advisory fee. The Group enters a distinct contract with its clients for the provision of CA services. The Group concludes that each monthly CA service (1) is distinct and (2) meets the criteria for recognizing revenue over time. In addition, the Group concludes that the services provided each month are substantially similar and result in the transfer of substantially similar services to the clients each month. That is, the benefit consumed by the clients is substantially similar for each month, even though the exact volume of services may vary. Therefore, the Group concludes that the monthly CA services satisfy the requirements of ASC 606-10-25-14(b) to be accounted for as a single performance obligation. There is no variable consideration, significant financing components or noncash consideration in the contracts. Accordingly, based on the output methods, the Group recognizes revenues from CA services on a monthly basis when it satisfies its performance obligations throughout the contract terms. There is no contract asset that the Group has right to consideration in exchange for its CA services that the Group has transferred to its clients. Such right is not conditional on something other than the passage of time. 5. Corporate services: The Company acts as a consultant to clients to advise them on the company secretarial and accountancy matter, in return for advisory fee. The Group enters a distinct contract with its clients for the provision of corporate services. The Group concludes that each monthly corporate service (1) is distinct and (2) meets the criteria for recognizing revenue over time. In addition, the Group concludes that the services provided each month are substantially similar and result in the transfer of substantially similar services to the clients each month. That is, the benefit consumed by the clients is substantially similar for each month, even though the exact volume of services may vary. Therefore, the Group concludes that the monthly corporate services satisfy the requirements of ASC 606-10-25-14(b) to be accounted for as a single performance obligation. There is no variable consideration, significant financing components or noncash consideration in the contracts. Accordingly, based on the output methods, the Group recognizes revenues from corporate services on a monthly basis when it satisfies its performance obligations throughout the contract terms. There is no contract asset that the Group has right to consideration in exchange for its corporate services that the Group has transferred to its clients. Such right is not conditional on something other than the passage of time. MAGIC EMPIRE GLOBAL LIMITED 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Disaggregation of revenue from contracts with clients, in accordance with ASC Topic 606, by major service lines is as follows: SCHEDULE OF DISAGGREGATION OF REVENUE FROM CONTRACTS WITH CLIENTS For the years ended December 31, 2021 2022 2023 2023 HK$ HK$ HK$ US$ Revenue: IPO Sponsorship services 6,775,000 1,600,000 4,500,000 576,119 FA and IFA services 4,927,550 5,035,000 7,105,000 909,626 Corporate services — — 200,000 25,605 CA services 5,168,198 4,563,252 1,987,030 254,391 16,870,748 11,198,252 13,792,030 1,765,741 Revenue disaggregated by timing of revenue recognition for 2023, 2022 and |
DEPOSITS AND PREPAYMENTS
DEPOSITS AND PREPAYMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Deposits And Prepayments | |
DEPOSITS AND PREPAYMENTS | 3. DEPOSITS AND PREPAYMENTS Deposits and prepayments consist of the following: SCHEDULE OF DEPOSITS AND PREPAYMENTS HK$ HK$ US$ As of December 31, 2022 2023 2023 HK$ HK$ US$ Prepaid rent 170,335 170,335 21,807 Prepaid building management fee 28,143 31,557 4,040 Prepaid governmental rent and rates 56,600 56,950 7,291 Rental deposit 681,340 681,340 87,229 Deposit on building management fee 103,276 103,276 13,222 Others 11,000 52,791 6,760 Total 1,050,694 1,096,249 140,349 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | 4. PROPERTY AND EQUIPMENT, NET Property and equipment, net consist of the following: SCHEDULE OF PROPERTY AND EQUIPMENT NET 2022 2023 2023 As of December 31, 2022 2023 2023 HK$ HK$ US$ Leasehold improvement 1,758,217 1,758,217 225,098 Furniture and fixtures 292,724 292,724 37,476 Motor vehicles — 1,904,972 243,886 Office equipment 108,995 108,995 13,954 Total 2,159,936 4,064,908 520,414 Less: Accumulated depreciation 2,159,936 2,369,902 303,409 Net book value — 1,695,006 217,005 Depreciation expenses recognized for the years ended December 31, 2023, 2022 and 2021 were HK$ 209,966 26,881 62,683 695,046 |
RIGHT-OF-USE ASSETS AND OPERATI
RIGHT-OF-USE ASSETS AND OPERATING LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
Right-of-use Assets And Operating Liabilities | |
RIGHT-OF-USE ASSETS AND OPERATING LIABILITIES | 5. RIGHT-OF-USE ASSETS AND OPERATING LIABILITIES As of December 31, 2023, the Group subsisted of the following non-cancellable lease contracts. Description of lease Lease term Office at Central, Hong Kong 3 (a) Amounts recognized in the consolidated balance sheet: SCHEDULE OF RIGHT OF USE ASSETS AND OPERATING LEASE LIABILITIES 2022 2023 2023 As of December 31, 2022 2023 2023 HK$ HK$ US$ Right-of-use assets 3,553,677 1,658,382 212,316 Operating lease liabilities Current 1,904,725 1,746,317 223,574 Non-current 1,746,317 — — Total operating lease liabilities 3,651,042 1,746,317 223,574 MAGIC EMPIRE GLOBAL LIMITED 5. RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES (b) A summary of lease cost recognized in the Group’s consolidated statements of operations and supplemental cash flow information related to operating leases is as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES 2021 2022 2023 2023 For the years ended December 31, 2021 2022 2023 2023 HK$ HK$ HK$ US$ Amortization charge of right-of-use assets 2,350,116 1,895,294 1,895,294 242,647 ROU assets obtained in exchange for operating lease liabilities 5,527,942 — — — Interest of lease liabilities 82,200 232,002 139,296 17,834 Cash paid for operating leases 2,535,360 2,044,020 2,044,020 261,688 (c) The following table shows the remaining contractual maturities of the Group’s operating lease liabilities as of December 31, 2023: SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES Twelve months ended December 31, HK$ US$ 2024 1,788,518 228,977 Total future lease payments 1,788,518 228,977 Less: imputed interest (42,201 ) (5,403 ) Present value of lease obligation 1,746,317 223,574 The weighted-average discount rate used to determine the operating lease liability as of December 31, 2023 and 2022 was 5 |
LONG-TERM INVESTMENT
LONG-TERM INVESTMENT | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
LONG-TERM INVESTMENT | 6. LONG-TERM INVESTMENT The Group’s long-term investments consist of equity investments in private companies and in an investment fund. For equity investments without readily determinable fair value, and over which we do not have the ability to exercise significant influence and do not qualify for the NAV practical expedient of the investment, we use the measurement alternative to measure those investments at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer, if any. Significant judgments are required to determine (i) whether observable price changes are orderly transactions and identical or similar to an investment held by us, and (ii) the selection of appropriate valuation methodologies and underlying assumptions, including expected volatility and the probability of exit events as it relates to liquidation and redemption features used to measure the price adjustments for the difference in rights and obligations between instruments. SCHEDULE F INVESTMENT Long-term Investments Total Total HK$ HK$ US$ Balance as of January 1, 2022 — — — Addition 14,500,000 14,500,000 1,858,617 Balance as of December 31, 2022 and January 1, 2023 14,500,000 14,500,000 1,856,380 Beginning, balance 14,500,000 14,500,000 1,856,380 Addition 26,110,738 26,110,738 3,342,859 Loss due to mark-to-market of a derivative asset (1,963,000 ) (1,963,000 ) (251,315 ) Balance as of December 31, 2023 38,647,738 38,647,738 4,947,924 Ending, balance 38,647,738 38,647,738 4,947,924 As of December 31, 2023 and 2022, the Group has an investment of HK$ 14,500,000 1,858,617 4.99 In January 2023, the Group made an investment of HK$ 8,500,000 1,089,534 3.0 MAGIC EMPIRE GLOBAL LIMITED 6. LONG-TERM INVESTMENT In January 2023, the Group made an investment of HK$ 15,647,738 1,999,200 In June 2023, the Group made an investment of HK$ 1,963,000 250,000 The Company has performed the investment analysis, the equity investment is determined as equity investment without a readily determinable fair value (as defined under ASC 321-10-35), therefore the equity investment shall measure at cost less impairment, if any, adjusted plus or minus changes resulting from observable price changes for an identical or similar investment of the same issuer. As of December 31, 2023, the total cost, net of provision, of long-term investment is HK$ 38,647,738 4,947,924 During the year ended December 31, 2023, the Group recorded loss due to mark-to-market of a derivative asset of HK$ 1,963,000 251,315 |
ACCRUALS AND OTHER PAYABLES
ACCRUALS AND OTHER PAYABLES | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
ACCRUALS AND OTHER PAYABLES | 7. ACCRUALS AND OTHER PAYABLES Accruals and other payables consist of the following: SCHEDULE OF ACCRUALS AND OTHER PAYABLES As of December 31, 2022 2023 2023 HK$ HK$ US$ Accrued professional fee 1,001,180 892,000 114,199 Accrued staff reimbursement 59,818 — — Other accrued expenses 7,187 187,000 23,941 Total 1,068,185 1,079,000 138,140 |
RELATED PARTY TRANSACTIONS AND
RELATED PARTY TRANSACTIONS AND BALANCES | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS AND BALANCES | 8. RELATED PARTY TRANSACTIONS AND BALANCES Fund advance to related parties: SCHEDULE OF RELATED PARTY TRANSACTIONS 2022 2023 2023 Relationship As of December 31, with 2022 2023 2023 the Group HK$ HK$ US$ Chan Wai Ho Chairman 38,066 — — Chen Sze Hon Johnson Chief Executive Officer 58,634 — — Total 96,700 — — MAGIC EMPIRE GLOBAL LIMITED 8. RELATED PARTY TRANSACTIONS AND BALANCES Balances represented the funds advanced to the Chairman and Chief Executive Officer (“CEO”), who are also the directors of the Company. The balance is unsecured and interest-free. In March 2023, the related parties repaid all the outstanding balances of HK$ 96,700 (US$ 12,380 ) to the Group. |
CONTRACT LIABILITIES
CONTRACT LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
CONTRACT LIABILITIES | 9. CONTRACT LIABILITIES The Group’s contract liabilities include the upfront payments received upon signing of the contract for IPO/IFA/FA services and advances from clients related to CA services on the Group’s consolidated balance sheets. These payments are non-refundable are recognized as revenue as the Group’s performance obligation is satisfied. The Group’s contract liabilities are generally recognized as revenue within one year. As of December 31, 2023 and 2022, the contract liabilities were comprised of the following: SCHEDULE OF CONTRACT LIABILITIES 2022 2023 2023 As of December 31, 2022 2023 2023 HK$ HK$ US$ Contract liabilities 2,800,000 1,100,000 140,829 Advance from customers 254,032 64,000 8,194 Total 3,054,032 1,164,000 149,023 The movement in contract liabilities is as follows: SCHEDULE OF MOVEMENT IN CONTRACT LIABILITIES 2022 2023 2023 HK$ HK$ US$ Balance at beginning of the year ended December 31 2,450,000 2,800,000 358,473 Decrease in contract liabilities as a result of recognizing revenue during the year was included in the contract liabilities at the beginning of the year (1,950,000 ) (2,300,000 ) (294,460 ) Increase in contract liabilities as a result of billings in advance of performance obligation under contracts 2,300,000 600,000 76,816 Balance at end of the year ended December 31 2,800,000 1,100,000 140,829 |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | 10. INCOME TAX British Virgin Islands The Company is incorporated in the British Virgin Islands and is not subject to taxation. In addition, upon payments of dividends by these entities to their shareholders, no British Virgin Islands withholding tax will be imposed. Hong Kong Entities incorporated in Hong Kong are subject to Hong Kong profits tax at a rate of 16.5 8.25 2 16.5 2 The Group’s Hong Kong subsidiaries are subject to Hong Kong profits tax on their taxable income as reported in their statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. (a) Taxation in the statement of income represents: SCHEDULE OF STATEMENT OF INCOME 2021 2022 2023 2023 HK$ HK$ HK$ US$ Hong Kong profits tax provision (benefits) for the year: Current 462,004 (10,000 ) — — Deferred (391,820 ) 391,820 — — Income tax expense benefit 70,184 381,820 — — MAGIC EMPIRE GLOBAL LIMITED 10. INCOME TAX (b) The following table reconciles Hong Kong statutory rates to the Group’s effective tax rate: SCHEDULE OF RECONCILES STATUTORY RATES TO EFFECTIVE TAX RATE 2021 2022 2023 Hong Kong statutory income tax rate 16.5 % 16.5 % 16.5 % Preferential tax rate in Hong Kong (10.0 )% — — Expenses not deductible for tax (1) 0.8 % — (76.5 )% Effect of tax rates in foreign jurisdiction — (9.8 )% (23.3 )% Valuation allowance — (21.3 )% (3.9 )% Permanent difference (2) (3.1 )% 3.6 % 87.2 % Effective tax rate 4.2 % (11.0 )% — (1) Non-deductible items mainly arise from expenses not deductible for tax purposes primarily including professional fees in relation to IPO in 2021 and operating expenses from Hong Kong companies which do not generate any assessable profits during the year. In 2023, this also represents the loss due to mark-to-market of a derivative asset which is not deductible for tax. (2) Mainly represents non-taxable income due to governmental grants and other non-taxable interest. In 2022 and 2023, this also represents the combination of other non-taxable income and deferred true-ups due to non-deductible expenses. (c) Income (loss) before income taxes is attributable to the following geographic locations for the years ended December 31: SCHEDULE OF GEOGRAPHIC LOCATIONS 2021 2022 2023 2023 HK$ HK$ HK$ US$ Hong Kong 1,724,548 (1,406,918 ) 195,245 24,997 Foreign (75,740 ) (2,053,540 ) (679,057 ) (86,937 ) Total income (loss) before income taxes 1,648,808 (3,460,458 ) (483,812 ) (61,940 ) (d) Deferred tax: Significant components of the deferred tax assets (liabilities) are presented below: SCHEDULE OF COMPONENTS OF THE DEFERRED TAX ASSETS (LIABILITIES) 2021 2022 2023 2023 HK$ HK$ HK$ US$ Deferred tax assets: Net operating loss carryforwards 391,820 715,179 750,087 96,031 Others — 21,654 — — Deferred tax assets 391,820 736,833 750,087 96,031 Less: Valuation allowance — (736,833 ) (750,087 ) (96,031 ) Total deferred tax assets, net 391,820 — — — The Group evaluated the recoverable amounts of deferred tax assets to the extent that future taxable profits will be available against which the net operating loss and temporary difference can be utilized. As of December 31, 2023, the Group had tax loss carryforwards of approximately HK$ 4,545,983 582,005 As of December 31, 2023, the Group had no no 587,834 MAGIC EMPIRE GLOBAL LIMITED |
OTHER INCOME
OTHER INCOME | 12 Months Ended |
Dec. 31, 2023 | |
Other Income and Expenses [Abstract] | |
OTHER INCOME | 11. OTHER INCOME SCHEDULE OF OTHER INCOME 2021 2022 2023 2023 For the years ended December 31, 2021 2022 2023 2023 HK$ HK$ HK$ US$ Government grant — 216,000 — — Sundry income — — 172,832 22,127 Total — 216,000 172,832 22,127 |
ORDINARY SHARES
ORDINARY SHARES | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
ORDINARY SHARES | 12. ORDINARY SHARES The Company was established under the laws of British Virgin Islands on May 10, 2016. The authorized number of ordinary shares was 50,000 1.0 On July 14, 2021, the shareholders of the Company resolved to create an additional 300,000,000 0.0001 15,000,000 0.0001 100 1.0 50,000 1.0 The Company considered the above transactions as a 150,000-for-1 100 1.0 15,000,000 0.0001 On August 4, 2022, the Company entered into an underwriting agreement with Network 1 Financial Securities, Inc. and Alexander Capital, L.P. as underwriters named thereof, in connection with its IPO of 5,000,000 4.00 With the above IPO, the Company received total gross proceeds of HK$ 156,030,000 20,000,000 15,492,241 1,985,803 140,537,759 18,014,197 On August 12, 2022, the underwriter exercised its warrants in full and the Company issued a total of 256,099 As of December 31, 2023 and 2022, the authorized number of ordinary shares is 300,000,000 0.0001 20,256,099 MAGIC EMPIRE GLOBAL LIMITED |
DIVIDEND
DIVIDEND | 12 Months Ended |
Dec. 31, 2023 | |
Dividend | |
DIVIDEND | 13. DIVIDEND On February 7, 2022, the Company’s board of directors approved and declared a dividend of HK$ 4,000,000 512,722 0.27 0.03 On October 3, 2023, the Company’s board of directors approved and declared a special interim dividend of HK$ 1,581,900 202,525 0.08 0.01 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 14. COMMITMENTS AND CONTINGENCIES From time to time, the Group is subject to certain legal proceedings, claims and disputes that arise in the ordinary course of business. Although the outcomes of these legal proceedings cannot be predicted, the Group does not believe these actions, in the aggregate, will have a material adverse impact on its financial position, results of operations or liquidity. As of December 31, 2023 and 2022, the Group has no outstanding litigation. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 15. SUBSEQUENT EVENTS The Group evaluated all events and transactions that occurred after December 31, 2023 up through the date the Group issued the consolidated financial statements. There were no other subsequent events occurred that would require recognition or disclosure in the Group’s consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”). |
Principles of consolidation | Principles of consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. A subsidiary is an entity (including a structured entity), directly or indirectly, controlled by the Company. The financial statements of the subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in consolidation. MAGIC EMPIRE GLOBAL LIMITED 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Foreign currency translation | Foreign currency translation The Group uses Hong Kong Dollar (“HK$”) as its reporting currency. The functional currency of the Company in British Virgin Islands is United States Dollar (“US$”) and the Company’s subsidiaries in Hong Kong is HK$, which is its respective local currency based on the criteria of ASC 830, “ Foreign Currency Matters In the consolidated financial statements of the Company, transactions in currencies other than the functional currency are measured and recorded in the functional currency using the exchange rate in effect at the date of the transaction. At the balance sheet date, monetary assets and liabilities that are denominated in currencies other than the functional currency are translated into the functional currency using the exchange rate at the balance sheet date. All gains and losses arising from foreign currency transactions are recorded in the income statements during the year in which they occur. |
Convenience translation | Convenience translation Translations of amounts in the consolidated balance sheet, consolidated statements of operations and consolidated statements of cash flows from HK$ into US$ as of and for the year ended December 29, 2023 are solely for the convenience of the reader and were calculated at the noon buying rate of US$ 1 7.8109 |
Use of estimates | Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Significant accounting estimates reflected in the Group’s consolidated financial statements include impairment assessment on long-term investment. Actual results may differ from these estimates. |
Cash | Cash Cash mainly represent cash at bank and demand deposits which have original maturities less than three months and are unrestricted as to withdrawal or use. As of December 31, 2023 and 2022, the Group did not have any cash equivalents. The Group maintains bank accounts in Hong Kong. MAGIC EMPIRE GLOBAL LIMITED 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Accounts receivable | Accounts receivable Accounts receivable are stated at the original amount less an allowance for credit losses. Accounts receivable are recognized in the period when the Group has provided services to its customers and when its right to consideration is unconditional. On January 1, 2023, the Company adopted ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement on Credit Losses on Financial Instruments”, including certain subsequent amendments, transitional guidance and other interpretive guidance within ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-11, ASU 2020-02 and ASU 2020-03 (collectively, including ASU 2016-13, “ASC 326”). ASC 326 introduces an approach based on expected losses to estimate the allowance for credit losses, replacing the previous incurred loss impairment model, which makes allowances when there is substantial doubt as to the collectability and a loss is determined to be probable. The Group adopts the current expected credit loss model (“CECL model”) to estimate the expected credit losses, which is determined by multiplying the probability of default. In determining the probability of default, the Group mainly considers factors such as aging schedule of receivables, migration rate of receivables, assessment of receivables due from specific identifiable counter-parties that are considered at risk or uncollectible, current market conditions, as well as reasonable and supportable forecasts of future economic conditions. The Group concludes that there is no impact over the initial adoption of CECL model, which should be treated as cumulative-effect adjustment on accumulated deficits as of January 1, 2023. Accounts receivable balances are written off after all collection efforts have been exhausted. Accounts receivable mainly represent amounts due from clients for corporate finance services which are recorded net of allowance for the Group’s credit losses. The group does not grant credit terms to the clients. Under ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), the Group adopted the expected loss approach using macroeconomic forecasts, referred to as a current expected credit losses (“CECL”) methodology. The allowance for credit losses reflects the Group’s estimated expected losses. The Group estimates the allowance for credit losses, mainly based on past collection experience as well as consideration of current and future economic conditions and changes in the Group’s collection trends. The Group estimates the expected credit losses for accounts receivable with similar risk characteristics on a pool basis. For each pool, the Group first estimates its recovery period based on relevant historical accounts receivable collection information. Then the Group estimates the credit allowances based on the recovery period, the historical distribution of each aging bucket, and the impact of macroeconomic factors. Accounts receivable are written off when there is no reasonable expectation of recovery. Subsequent recoveries of amounts previously written off are credited against the same line item. nil |
Deposits and prepayments | Deposits and prepayments Deposits and prepayments are classified as either current or non-current based on the terms of the respective agreements. These advances are unsecured and are reviewed periodically to determine whether their carrying value has become impaired. As of December 31, 2023 and 2022, management believes that the Group’s prepayments and deposits are not impaired. |
Property and equipment, net | Property and equipment, net Property and equipment are stated at cost less accumulated depreciation and impairment if applicable. The Group computes depreciation using the straight-line method over the estimated useful lives of the assets as follows: SCHEDULE OF USEFUL LIVES OF PROPERTY AND EQUIPMENT Office equipment 1 3 Furniture and fixtures 3 Motor vehicles 5 Leasehold improvements Over the shorter of the lease term or estimated useful life The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the consolidated statements of operations. Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals and betterments, which are expected to extend the useful life of assets, are capitalized. The Group also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives. MAGIC EMPIRE GLOBAL LIMITED 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Impairment of long-lived assets | Impairment of long-lived assets The Group evaluates the recoverability of its long-lived assets (asset groups), including property and equipment and operating lease right-of-use assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of its asset (asset group) may not be fully recoverable. When these events occur, the Group measures impairment by comparing the carrying amount of the assets to the estimated undiscounted future cash flows expected to result from the use of the asset (asset group) and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amount of the asset (asset group), the Group recognizes an impairment loss based on the excess of the carrying amount of the asset (asset group) over their fair value. Fair value is generally determined by discounting the cash flows expected to be generated by the asset (asset group), when the market prices are not readily available. The adjusted carrying amount of the asset is the new cost basis and is depreciated over the asset’s remaining useful life. Long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. For the years ended December 31, 2023, 2022 and 2021, no |
Long-term investment | Long-term investment ASU 2016-01 (“ASU 2016-01”), Recognition and Measurement of Financial Assets and Financial Liabilities amends certain aspects of recognition, measurement, presentation and disclosure of financial instruments. The main provisions require equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value through earnings, unless they qualify for a measurement alternative. Equity Investments with Readily Determinable Fair Values Equity investments with readily determinable fair values are measured and recorded at fair value using the market approach based on the quoted prices in active markets at the reporting date. Equity investments without readily determinable fair values After the adoption of this new accounting standard, the Group elected to record equity investments without readily determinable fair values and not accounted for under the equity method at cost, less impairment, adjusted for subsequent observable price changes on a nonrecurring basis, and report changes in the carrying value of the equity investment in current earnings. Changes in the carrying value of the equity investment are required to be made whenever there are observable price changes in orderly transactions for the identical or similar investment of the same issuer. Reasonable efforts shall be made to identify price changes that are known or that can reasonably be known. Derivative investment ASC 815-10, Derivatives and Hedging, establishes accounting and reporting standards for derivative instruments, including certain derivatives embedded in other contracts. ASC 815-10 generally requires an entity to recognize all derivatives as either assets or liabilities, and to measure those investments at fair value. The Group evaluates its investments to determine if investments have derivative or contain certain features that qualify as embedded derivatives. When applicable, the Group follows ASC 815-10 and re-valued any derivative instruments for fair value at each reporting date. |
Contract liabilities | Contract liabilities The Group bills its clients based upon contractual schedules. The timing of revenue recognition, billings and cash collections result in accounts receivable and contract liabilities. MAGIC EMPIRE GLOBAL LIMITED 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Contract liabilities represent the upfront payments received upon signing of the contract for initial public offering/independent financial advisory/financial advisory services and advances from clients related to compliance advisory services. Advance payments in excess of related accounts receivable are presented as contract liabilities on the consolidated balance sheets. |
Lease | Lease The Group is a lessee of non-cancellable operating leases for corporate office premise. The Group determines if an arrangement is a lease at inception. Lease assets and liabilities are recognized at the present value of the future lease payments at the leases commencement date. The interest rate used to determine the present value of the future lease payments is the Group’s incremental borrowing rate based on the information available at the lease commencement date. The Group generally uses the base, non-cancellable lease term in calculating the right-of-use assets and liabilities. The Group may recognize the lease payments in the consolidated statements of operations on a straight-line basis over the lease terms and variable lease payments in the periods in which the obligations for those payments are incurred, if any. The lease payments under the lease arrangements are fixed. The lease standard provides practical expedients for an entity ongoing accounting. The Group elected to apply the short-term lease exception for lease arrangements with a lease term of 12 months or less at commencement. Lease terms used to compute the present value of lease payments do not include any option to extend, renew or terminate the lease that the Group is not able to reasonably certain to exercise upon the lease inception. Accordingly, operating lease right-of-use assets and liabilities do not include leases with a lease term of 12 months or less. The Group did not adopt the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component. Non-lease components include payments for building management, utilities and property tax. It separates the non-lease components from the lease components to which they relate. The Group evaluates the impairment of its right-of-use assets consistent with the approach applied for its other long-lived assets. The Group reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Group has elected to include the carrying amount of finance and operating lease liabilities in any tested asset group and include the associated lease payments in the undiscounted future pre-tax cash flows. For the years ended December 31, 2023, 2022 and 2021, the Group did not have any impairment loss against its operating lease right-of-use assets. MAGIC EMPIRE GLOBAL LIMITED 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Fair value of financial instruments | Fair value of financial instruments ASC 825-10 requires certain disclosures regarding the fair value of financial instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 — Other inputs that are directly or indirectly observable in the marketplace. Level 3 — Unobservable inputs which are supported by little or no market activity. The carrying amounts of cash, accounts receivable, interest receivables, other receivables from related parties, other payables to related parties, and accruals and other payables approximate their fair values because of their generally short maturities. The following tables present information about the Group’s assets that were measured at fair value on a recurring basis as of December 31, 2023 and 2022 and indicate the fair value hierarchy of the valuation techniques the Group utilized to determine such fair value. SCHEDULE OF FAIR VALUE ON A RECURRING BASIS Quoted Significant Significant Prices Other Other In Active Observable Unobservable December 31, Markets Inputs Inputs 2023 (Level 1) (Level 2) (Level 3) HK$ HK$ HK$ HK$ Assets: - Non-marketable equity securities 38,647,738 — — 38,647,738 MAGIC EMPIRE GLOBAL LIMITED 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Quoted Significant Significant Prices Other Other In Active Observable Unobservable December 31, Markets Inputs Inputs 2022 (Level 1) (Level 2) (Level 3) HK$ HK$ HK$ HK$ Assets: - Non-marketable equity securities 14,500,000 — — 14,500,000 The Group’s non-marketable equity securities are investments in privately held companies, which are without readily determinable market values and are classified as Level 3, due to the absence of quoted market prices, the inherent lack of liquidity and the fact that inputs used to measure fair value are unobservable and require management’s judgment. Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates. |
Revenue recognition | Revenue recognition The Group applied ASC Topic 606 “Revenue from Contracts with Customers” (“ASC 606”) for all periods presented. The five-step model defined by ASC 606 requires the Group to (1) identify its contracts with customers, (2) identify its performance obligations under those contracts, (3) determine the transaction prices of those contracts, (4) allocate the transaction prices to its performance obligations in those contracts, and (5) recognize revenue when each performance obligation under those contracts is satisfied. Revenue is recognized when promised goods or services are transferred to the customer in an amount that reflects the consideration expected in exchange for those goods or services. The Group has elected to apply the practical expedient in paragraph ASC 606-10-50-14 and does not disclose information about remaining performance obligations that have original expected durations of one year or less. The Group elected a practical expedient that it does not adjust the promised amount of consideration for the effects of a significant financing component if the Group expects that, upon the inception of revenue contracts, the period between when the Group transfers its promised services or deliverables to its clients and when the clients pay for those services or deliverables will be one year or less. As a practical expedient, the Group elected to expense the incremental costs of obtaining a contract when incurred if the amortization period of the asset that the Group otherwise would have recognized is one year or less. The Group is a financial services provider in Hong Kong which principally engages in the provision of corporate finance advisory services and underwriting services. The service offerings mainly comprise the following: The Group’s principal revenue stream includes: 1. IPO sponsorship services: The Group acts as sponsors to companies pursuing listing on the Main Board of the Stock Exchange and GEM of the Stock Exchange advising and guiding them throughout the listing process in return for sponsor’s fee. The Group enters into a distinct contract with its clients for the provision of IPO sponsorship services. The revenues generated from IPO sponsorship services are generally based on the fixed fee billing arrangements that require the clients to pay a pre-established fee in exchange for a predetermined set of professional services. The clients agree to pay a fixed fee by instalments over the contract terms as specified in the service agreements. The IPO sponsorship services include assisting the client to engage different professional parties for its IPO, carrying out due diligence, preparation of and reviewing prospectus and other submission documents including accountants’ report, legal opinions and profit and cash flow forecast memorandum, assessing the suitability of listing of the client, and advising on reorganization, assisting in preparation of roadshow materials and attending hearing for the listing application. There are generally three performance obligations for IPO sponsorship services while fee is paid by the Group’s clients by instalments subject to each milestone being achieved as stated in the contract. MAGIC EMPIRE GLOBAL LIMITED 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Group allocates the transaction price to each performance obligation based on the best estimate of relative standalone selling price for each performance obligation identified in the contract. The Group utilizes key assumptions to determine the standalone selling price, which may include other comparable transactions, pricing considered in negotiating the transaction, market conditions, project complexity, customer demographics and the estimated costs. Generally, the standalone selling prices for each performance obligation of the Group’s IPO sponsorship services are reasonably consistent across customers (that is, not highly variable), standalone selling price estimates are derived from considering the Group’s pricing history and expected cost plus a margin approach. The entire service fee from clients are non-refundable and the Group is entitled to receive upfront payment upon signing the contract. As the preparation stage of a listing application involves a series of tasks which are interrelated and are not separable or distinct as the Group’s clients cannot benefit from any standalone task, the Group concludes the stage of submission of listing application as the first performance obligation and recognizes the revenue from upfront payment and fee received upon submission of listing application together at the time of submission of listing application. For projects which the Group receives upfront payment upon signing the contract but no listing application is submitted by the expiry of the contract, the Group recognizes revenue from the upfront payment at the lapse of contract. For service fee received upon attending the listing hearing of the Stock Exchange for the listing application, which is distinct and regarded as the second performance obligation by the Group, revenue are recognized by the Group at the date the hearing is held and the Group has an enforceable right to payment for such performance. For service fee received upon listing, which is the third performance obligation of IPO sponsorship services, revenue is recognized upon completion of the IPO, which is evidenced by listing of the clients on the Stock Exchange. In some cases, the Group is entitled to the discretionary bonus only upon listing, amount of which is to be decided by the clients. The Group accounts for the discretionary bonus as variable consideration. The amount of such variable consideration should not be included in the transaction price, since it is not probable that a significant reversal of cumulative revenue recognized will occur resulting from a change in estimate of the consideration the Group will receive upon client's listing. The Group will recognize the revenue of the discretionary bonus at each reporting date when the uncertainty is resolved. During the year ended December 31, 2023, the Group received HK$ 1,500,000 192,039 2. IFA services: The Group acts as an independent financial advisor to give opinions or recommendations to the independent board committee and independent shareholders of the listed companies, in return for advisory fee. The Group enters a distinct contract with its clients for the provision of IFA services. The Group’s IFA services include (i) conducting reviews and analyses on the proposed transactions and assessing the fairness and reasonableness of the terms of the proposed transactions; (ii) issuing our opinion, in the form of an IFA letter, to the independent board committee and/or independent shareholders of listed issuers with voting recommendations, which are incorporated in the circulars pursuant to the Listing Rules, the GEM Listing Rules and the Takeovers Code; and (iii) obtaining the necessary clearance in relation to our opinion letters from the Stock Exchange and/or the SFC. MAGIC EMPIRE GLOBAL LIMITED 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The entire service fee from clients are non-refundable and the Group is entitled to receive upfront payment upon signing the contract. As the IFA services involve a series of tasks which are interrelated and are not separable or distinct as the Group’s clients cannot benefit from any standalone task, the Group concludes that the IFA services to be accounted for as a single performance obligation. The entire transaction prices of IFA services are allocated to a single performance obligation and the fees received upon signing the contract and upon issuance of circular which contains IFA letter, is recognized at the point the issue of circular on the Stock Exchange because it is the time that the scope of work for acting as an IFA such as carrying out due diligence, preparation of IFA letter to independent board committee and independent shareholders, and replying to queries from the Stock Exchange and/or the SFC are completed. For projects which are terminated or lapsed at expiry of contracts, the revenue from the upfront fee is recognized at the time of termination or lapse of contracts. 3. FA services: The Group acts as a financial advisor (i) to clients to advise them on the terms and structures of the proposed transactions, and the relevant implications and compliance matters under the Hong Kong regulatory framework including the Listing Rules, the GEM Listing Rules and the Takeovers Code; and (ii) to clients pursuing listing on other stock exchange. The Group enters a distinct contract with its clients for the provision of FA services. The scope of work under FA services can vary from project to project and generally involves a series of tasks which are interrelated and are not separable or distinct as the Group’s clients cannot benefit from any standalone task. Therefore, the entire transaction prices of FA services are generally allocated to a single performance obligation. The entire service fee from clients are non-refundable and the Group is entitled to receive upfront payment upon signing the contract. Revenue from upfront payment and other installments is recognized based on the point in time either (a) at the time of completion; or (b) lapse of the FA contract. For FA services to clients pursuing listing on other stock exchange, the Group enters into a distinct contract with its clients. The revenues are generally based on the fixed fee billing arrangements that require the clients to pay a pre-established fee in exchange for a predetermined set of professional services. The clients agree to pay a fixed fee by instalments over the contract terms as specified in the service agreements. The FA services include assisting the client to engage different professional parties for its listing exercise, advising on reorganization, financial reporting, internal control and legal and compliance, advising on the market position of the Group, coordinating roadshow and marketing activities. There are generally three performance obligations while fee is paid by the Group’s clients by instalments subject to each milestone being achieved as stated in the contract. The entire service fee from clients are non-refundable and the Group is entitled to receive upfront payment upon signing the contract. As the preparation stage of a listing application involves a series of tasks which are interrelated and are not separable or distinct as the Group’s clients cannot benefit from any standalone task, the Group concludes the stage of submission of listing application as the first performance obligation and recognizes the revenue from upfront payment and fee received upon submission of listing application together at the time of submission of listing application. In some cases, the payment upon signing of the contract is for FA services (i) up to a time limit (which is stated in the contract); or (ii) upon the submission of a listing application, whichever is earlier. In the case when the time is reached without a submission of listing application being made, the Group concludes this time as the first performance obligation and recognizes revenue from upfront payment and fee received accordingly. For projects which the Group receives upfront payment upon signing the contract but no listing application is submitted by the expiry of the contract, the Group recognizes revenue from the upfront payment at the lapse of contract. For service fee received upon listing, which is the third performance obligation, revenue is recognized upon completion of the FA service, which is evidenced by listing of the clients. MAGIC EMPIRE GLOBAL LIMITED 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 4. CA services: The Group acts as a compliance advisor to the listed companies on the Main Board or GEM and advise them on post-listing compliance matters in return for compliance advisory fee. The Group enters a distinct contract with its clients for the provision of CA services. The Group concludes that each monthly CA service (1) is distinct and (2) meets the criteria for recognizing revenue over time. In addition, the Group concludes that the services provided each month are substantially similar and result in the transfer of substantially similar services to the clients each month. That is, the benefit consumed by the clients is substantially similar for each month, even though the exact volume of services may vary. Therefore, the Group concludes that the monthly CA services satisfy the requirements of ASC 606-10-25-14(b) to be accounted for as a single performance obligation. There is no variable consideration, significant financing components or noncash consideration in the contracts. Accordingly, based on the output methods, the Group recognizes revenues from CA services on a monthly basis when it satisfies its performance obligations throughout the contract terms. There is no contract asset that the Group has right to consideration in exchange for its CA services that the Group has transferred to its clients. Such right is not conditional on something other than the passage of time. 5. Corporate services: The Company acts as a consultant to clients to advise them on the company secretarial and accountancy matter, in return for advisory fee. The Group enters a distinct contract with its clients for the provision of corporate services. The Group concludes that each monthly corporate service (1) is distinct and (2) meets the criteria for recognizing revenue over time. In addition, the Group concludes that the services provided each month are substantially similar and result in the transfer of substantially similar services to the clients each month. That is, the benefit consumed by the clients is substantially similar for each month, even though the exact volume of services may vary. Therefore, the Group concludes that the monthly corporate services satisfy the requirements of ASC 606-10-25-14(b) to be accounted for as a single performance obligation. There is no variable consideration, significant financing components or noncash consideration in the contracts. Accordingly, based on the output methods, the Group recognizes revenues from corporate services on a monthly basis when it satisfies its performance obligations throughout the contract terms. There is no contract asset that the Group has right to consideration in exchange for its corporate services that the Group has transferred to its clients. Such right is not conditional on something other than the passage of time. MAGIC EMPIRE GLOBAL LIMITED 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Disaggregation of revenue from contracts with clients, in accordance with ASC Topic 606, by major service lines is as follows: SCHEDULE OF DISAGGREGATION OF REVENUE FROM CONTRACTS WITH CLIENTS For the years ended December 31, 2021 2022 2023 2023 HK$ HK$ HK$ US$ Revenue: IPO Sponsorship services 6,775,000 1,600,000 4,500,000 576,119 FA and IFA services 4,927,550 5,035,000 7,105,000 909,626 Corporate services — — 200,000 25,605 CA services 5,168,198 4,563,252 1,987,030 254,391 16,870,748 11,198,252 13,792,030 1,765,741 Revenue disaggregated by timing of revenue recognition for 2023, 2022 and 2021 is disclosed in the table below: SCHEDULE OF REVENUE DISAGGREGATED BY TIMING OF REVENUE RECOGNITION For the years ended December 31, 2021 2022 2023 2023 HK$ HK$ HK$ US$ Point in time 11,702,550 6,635,000 11,605,000 1,485,744 Over time 5,168,198 4,563,252 2,187,030 279,997 16,870,748 11,198,252 13,792,030 1,765,741 The Group also selected to apply the practical expedients allowed under ASC Topic 606 to omit the disclosure of remaining performance obligations for contracts with an original expected duration of one year or less. As of December 31, 2023 and 2022, all contracts of the Group were with an original expected duration within one year. |
Other income | Other income Interest income is mainly generated from savings and time deposits and short-term loans to a company, and is recognized on an accrual basis using the effective interest method. In 2022, the Group successfully applied for funding support from the Employment Support Scheme (“ESS”) under the Anti-epidemic Fund, set up by the Hong Kong Government, to provide financial support to enterprises to retain their employees who may otherwise be made redundant and to retain their current employees or even employ more staff when the business revives as soon as the epidemic situation permits. For 2022 ESS, the wage subsidies provided to eligible employers under ESS are disbursed in four tranches: (i) the first tranche of 100% subsidies were used for paying wages of employees in May 2022; (ii) the second tranche of 100% subsidies for paying wages of employees in June 2022; (iii) the third tranche of 70% of subsidies for paying wages of employees in July 2022; and (iv) the fourth tranche of 30% of subsidies for paying wages of employees in July 2022 after deducting subsidies to be returned to the Government and penalties to be paid (if any). If an employer fails to use all the subsidies received to pay the wages of his/her employees, the Hong Kong Government will claw back the unspent balance of the subsidy. If the total number of employees on the payroll in any one month of the subsidy period is less than the “committed headcount of paid employees”, the employer will have to pay a penalty to the Hong Kong Government. For the years ended December 31, 2023, 2022 and 2021, the Group recognized government grants of ni 216,000 ni |
Employee benefits | Employee benefits The principal employee’s retirement scheme is under the Hong Kong Mandatory Provident Fund Schemes Ordinance. Contributions are made by both the employer and the employee at the rate of 5 30,000 3,841 MAGIC EMPIRE GLOBAL LIMITED 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES During the years ended December 31, 2023, 2022 and 2021, the total amount charged to the consolidated statements of operations in respect of the Group’s costs incurred on the Mandatory Provident Fund Scheme were HK$ 282,650 36,186 317,758 421,292 |
Income tax | Income tax MEGL is not subject to tax on income or capital gains under the current laws of the British Virgin Islands. In addition, upon payments of dividends by MEGL and the Company’s subsidiaries in Hong Kong to the Company’s shareholders, no British Virgin Islands withholding tax will be imposed. GCL, GIL, MEIL, GCSL and GFHL are incorporated in and carry trade and business in Hong Kong and are subject to Hong Kong profits tax under Inland Revenue Department Ordinance. In general, the Inland Revenue Department of Hong Kong has up to seven years to conduct examinations of the Company’s tax filings. Accordingly, the tax years from 2017 to 2023 of the Company’s Hong Kong subsidiaries remain open to examination by the taxing jurisdictions. The charge for taxation is based on actual results for the year as adjusted for items that are non-assessable or disallowed; and it is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. The Group is not currently subject to tax in the British Virgin Islands. Deferred income taxes are recognized when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. No significant penalties or interest relating to income taxes have been incurred during the years ended December 31, 2023, 2022 and 2021, and there are no significant unrecognized uncertain tax positions as of December 31, 2023 and 2022. |
Related parties | Related parties Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or significant influence of the same party, such as a family member or relative, shareholder, or a related corporation. |
Segment reporting | Segment reporting The Group operates and manages its business as a single segment, in accordance with ASC 280, Segment Reporting |
Earnings (loss) per Share | Earnings (loss) per Share The Group computes earnings (loss) per share (“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income (loss) divided by the weighted average common share outstanding for the period. Diluted EPS presents the dilutive effect on a per-share basis of the potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. MAGIC EMPIRE GLOBAL LIMITED 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Credit risk | Credit risk Assets that potentially subject the Group to a significant concentration of credit risk primarily consist of cash, accounts receivable and other current assets. The Group believes that there is no significant credit risk associated with cash, which were held by reputable financial institutions in the jurisdictions where the Company and its subsidiaries are located. The Hong Kong Deposit Protection Board pays compensation up to a limit of HK$ 500,000 64,013 92,407,813 11,830,623 2,022,039 The Group has designed their credit policies with an objective to minimize their exposure to credit risk. The Group’s accounts receivable are short term in nature and the associated risk is minimal. The Group conducts credit evaluations on its clients and generally does not require collateral or other security from such clients. The Group periodically evaluates the creditworthiness of the existing clients in determining an allowance for credit losses primarily based upon the age of the receivables and factors surrounding the credit risk of specific clients. Details of the customers accounting for 10% or more of total operating revenue are as follows: SCHEDULE OF TOTAL OPERATING REVENUE For the year ended For the year ended For the year ended For the year ended 2021 2021 2022 2022 2023 2023 2023 2023 HK$ HK$ HK$ US$ Customer A — — — — 1,600,000 11.6 % 204,842 11.6 % Customer B — — — — 1,400,000 10.2 % 179,237 10.2 % Customer C 2,175,000 12.9 % — — — — — — Customer D 2,950,000 17.5 % — — — — — — Customer E — — 1,600,000 14.3 % 3,900,000 28.3 % 499,302 28.3 % Customer F — — 1,500,000 13.4 % — — — — 5,125,000 30.4 % 3,100,000 27.7 % 6,900,000 50.1 % 883,381 50.1 % MAGIC EMPIRE GLOBAL LIMITED 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Details of the customers which accounted for 10% or more of accounts receivable are as follows: As of December 31, As of December 31, As of December 31, As of December 31, 2021 2021 2022 2022 2023 2023 2023 2023 HK$ HK$ HK$ US$ Customer A — — — — 842,496 36.6 % 107,862 36.6 % Customer B — — — — 819,940 35.6 % 104,974 35.6 % Customer C 1,385,893 26.8 % 336,403 16.9 % — — — — Customer D 800,000 15.4 % — — — — — — Customer E 750,000 14.5 % — — — — — — Customer F — — 600,000 30.2 % — — — — Customer G — — 500,000 25.1 % — — — — 2,935,893 56.7 % 1,436,403 72.2 % 1,662,436 72.2 % 212,836 72.2 % |
Interest rate risk | Interest rate risk The Group’s exposure on fair value interest rate risk mainly arises from its fixed deposits with bank. It also has exposure on cash flow interest rate risk which is mainly arising from its deposits with banks. In respect of the exposure to cash flow interest rate risk arising from floating rate non-derivative financial instruments held by the Group, such as cash, at the end of the reporting period, the Group is not exposed to significant interest rate risk as the interest rates of cash at bank are not expected to change significantly. |
Foreign currency risk | Foreign currency risk The Group is exposed to foreign currency risk primarily through service income that are denominated in a currency other than the functional currency of the operations to which they relate. The currencies giving rise to this risk are primarily United States dollars (US$). As HK$ is currently pegged to US$, the Group’s exposure to foreign exchange fluctuations is minimal. MAGIC EMPIRE GLOBAL LIMITED 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures In March 2023, the FASB has issued ASU 2023-01, Leases (Topic 842): Common Control Arrangements In May 2019, the FASB issued ASU 2019-05, which is an update to ASU Update No. 2016-13, Financial Instruments Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Except as mentioned above, the Group does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Group’s consolidated balance sheets, statements of operations and statements of cash flows. |
ORGANIZATION AND BUSINESS OVE_2
ORGANIZATION AND BUSINESS OVERVIEW (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SCHEDULE OF SUBSIDIARIES COMPANY | As of December 31, 2023, the Company has direct or indirect interests in the following subsidiaries: SCHEDULE OF SUBSIDIARIES COMPANY Name Place and date of incorporation Issued ordinary Ownership Principal Giraffe Financial Holdings Limited (“GFHL”) Hong Kong June 24, 2016 HK$ 10,000 100 Investment holding Giraffe Capital Limited (“GCL”) Hong Kong June 28, 2016 HK$ 10,000,000 100 Providing advisory services for the company to be listed in the public offerings and advising companies on corporate finance Giraffe Investment Limited (“GIL”) Hong Kong September 22, 2022 HK$ 100 100 Investment holding Magic Empire Investment Limited (“MEIL”) Hong Kong September 22, 2022 HK$ 100 100 Investment holding Giraffe Corporate Services Limited (“GCSL”) Hong Kong August 3, 2023 HK$ 100 100 Providing corporate services |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF USEFUL LIVES OF PROPERTY AND EQUIPMENT | Property and equipment are stated at cost less accumulated depreciation and impairment if applicable. The Group computes depreciation using the straight-line method over the estimated useful lives of the assets as follows: SCHEDULE OF USEFUL LIVES OF PROPERTY AND EQUIPMENT Office equipment 1 3 Furniture and fixtures 3 Motor vehicles 5 Leasehold improvements Over the shorter of the lease term or estimated useful life |
SCHEDULE OF FAIR VALUE ON A RECURRING BASIS | The following tables present information about the Group’s assets that were measured at fair value on a recurring basis as of December 31, 2023 and 2022 and indicate the fair value hierarchy of the valuation techniques the Group utilized to determine such fair value. SCHEDULE OF FAIR VALUE ON A RECURRING BASIS Quoted Significant Significant Prices Other Other In Active Observable Unobservable December 31, Markets Inputs Inputs 2023 (Level 1) (Level 2) (Level 3) HK$ HK$ HK$ HK$ Assets: - Non-marketable equity securities 38,647,738 — — 38,647,738 MAGIC EMPIRE GLOBAL LIMITED 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Quoted Significant Significant Prices Other Other In Active Observable Unobservable December 31, Markets Inputs Inputs 2022 (Level 1) (Level 2) (Level 3) HK$ HK$ HK$ HK$ Assets: - Non-marketable equity securities 14,500,000 — — 14,500,000 |
SCHEDULE OF DISAGGREGATION OF REVENUE FROM CONTRACTS WITH CLIENTS | Disaggregation of revenue from contracts with clients, in accordance with ASC Topic 606, by major service lines is as follows: SCHEDULE OF DISAGGREGATION OF REVENUE FROM CONTRACTS WITH CLIENTS For the years ended December 31, 2021 2022 2023 2023 HK$ HK$ HK$ US$ Revenue: IPO Sponsorship services 6,775,000 1,600,000 4,500,000 576,119 FA and IFA services 4,927,550 5,035,000 7,105,000 909,626 Corporate services — — 200,000 25,605 CA services 5,168,198 4,563,252 1,987,030 254,391 16,870,748 11,198,252 13,792,030 1,765,741 |
SCHEDULE OF REVENUE DISAGGREGATED BY TIMING OF REVENUE RECOGNITION | Revenue disaggregated by timing of revenue recognition for 2023, 2022 and 2021 is disclosed in the table below: SCHEDULE OF REVENUE DISAGGREGATED BY TIMING OF REVENUE RECOGNITION For the years ended December 31, 2021 2022 2023 2023 HK$ HK$ HK$ US$ Point in time 11,702,550 6,635,000 11,605,000 1,485,744 Over time 5,168,198 4,563,252 2,187,030 279,997 16,870,748 11,198,252 13,792,030 1,765,741 |
SCHEDULE OF TOTAL OPERATING REVENUE | Details of the customers accounting for 10% or more of total operating revenue are as follows: SCHEDULE OF TOTAL OPERATING REVENUE For the year ended For the year ended For the year ended For the year ended 2021 2021 2022 2022 2023 2023 2023 2023 HK$ HK$ HK$ US$ Customer A — — — — 1,600,000 11.6 % 204,842 11.6 % Customer B — — — — 1,400,000 10.2 % 179,237 10.2 % Customer C 2,175,000 12.9 % — — — — — — Customer D 2,950,000 17.5 % — — — — — — Customer E — — 1,600,000 14.3 % 3,900,000 28.3 % 499,302 28.3 % Customer F — — 1,500,000 13.4 % — — — — 5,125,000 30.4 % 3,100,000 27.7 % 6,900,000 50.1 % 883,381 50.1 % MAGIC EMPIRE GLOBAL LIMITED 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Details of the customers which accounted for 10% or more of accounts receivable are as follows: As of December 31, As of December 31, As of December 31, As of December 31, 2021 2021 2022 2022 2023 2023 2023 2023 HK$ HK$ HK$ US$ Customer A — — — — 842,496 36.6 % 107,862 36.6 % Customer B — — — — 819,940 35.6 % 104,974 35.6 % Customer C 1,385,893 26.8 % 336,403 16.9 % — — — — Customer D 800,000 15.4 % — — — — — — Customer E 750,000 14.5 % — — — — — — Customer F — — 600,000 30.2 % — — — — Customer G — — 500,000 25.1 % — — — — 2,935,893 56.7 % 1,436,403 72.2 % 1,662,436 72.2 % 212,836 72.2 % |
DEPOSITS AND PREPAYMENTS (Table
DEPOSITS AND PREPAYMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Deposits And Prepayments | |
SCHEDULE OF DEPOSITS AND PREPAYMENTS | Deposits and prepayments consist of the following: SCHEDULE OF DEPOSITS AND PREPAYMENTS HK$ HK$ US$ As of December 31, 2022 2023 2023 HK$ HK$ US$ Prepaid rent 170,335 170,335 21,807 Prepaid building management fee 28,143 31,557 4,040 Prepaid governmental rent and rates 56,600 56,950 7,291 Rental deposit 681,340 681,340 87,229 Deposit on building management fee 103,276 103,276 13,222 Others 11,000 52,791 6,760 Total 1,050,694 1,096,249 140,349 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT NET | Property and equipment, net consist of the following: SCHEDULE OF PROPERTY AND EQUIPMENT NET 2022 2023 2023 As of December 31, 2022 2023 2023 HK$ HK$ US$ Leasehold improvement 1,758,217 1,758,217 225,098 Furniture and fixtures 292,724 292,724 37,476 Motor vehicles — 1,904,972 243,886 Office equipment 108,995 108,995 13,954 Total 2,159,936 4,064,908 520,414 Less: Accumulated depreciation 2,159,936 2,369,902 303,409 Net book value — 1,695,006 217,005 |
RIGHT-OF-USE ASSETS AND OPERA_2
RIGHT-OF-USE ASSETS AND OPERATING LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Right-of-use Assets And Operating Liabilities | |
SCHEDULE OF RIGHT OF USE ASSETS AND OPERATING LEASE LIABILITIES | SCHEDULE OF RIGHT OF USE ASSETS AND OPERATING LEASE LIABILITIES 2022 2023 2023 As of December 31, 2022 2023 2023 HK$ HK$ US$ Right-of-use assets 3,553,677 1,658,382 212,316 Operating lease liabilities Current 1,904,725 1,746,317 223,574 Non-current 1,746,317 — — Total operating lease liabilities 3,651,042 1,746,317 223,574 |
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES | SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES 2021 2022 2023 2023 For the years ended December 31, 2021 2022 2023 2023 HK$ HK$ HK$ US$ Amortization charge of right-of-use assets 2,350,116 1,895,294 1,895,294 242,647 ROU assets obtained in exchange for operating lease liabilities 5,527,942 — — — Interest of lease liabilities 82,200 232,002 139,296 17,834 Cash paid for operating leases 2,535,360 2,044,020 2,044,020 261,688 |
SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES | SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES Twelve months ended December 31, HK$ US$ 2024 1,788,518 228,977 Total future lease payments 1,788,518 228,977 Less: imputed interest (42,201 ) (5,403 ) Present value of lease obligation 1,746,317 223,574 |
LONG-TERM INVESTMENT (Tables)
LONG-TERM INVESTMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE F INVESTMENT | SCHEDULE F INVESTMENT Long-term Investments Total Total HK$ HK$ US$ Balance as of January 1, 2022 — — — Addition 14,500,000 14,500,000 1,858,617 Balance as of December 31, 2022 and January 1, 2023 14,500,000 14,500,000 1,856,380 Beginning, balance 14,500,000 14,500,000 1,856,380 Addition 26,110,738 26,110,738 3,342,859 Loss due to mark-to-market of a derivative asset (1,963,000 ) (1,963,000 ) (251,315 ) Balance as of December 31, 2023 38,647,738 38,647,738 4,947,924 Ending, balance 38,647,738 38,647,738 4,947,924 |
ACCRUALS AND OTHER PAYABLES (Ta
ACCRUALS AND OTHER PAYABLES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCRUALS AND OTHER PAYABLES | Accruals and other payables consist of the following: SCHEDULE OF ACCRUALS AND OTHER PAYABLES As of December 31, 2022 2023 2023 HK$ HK$ US$ Accrued professional fee 1,001,180 892,000 114,199 Accrued staff reimbursement 59,818 — — Other accrued expenses 7,187 187,000 23,941 Total 1,068,185 1,079,000 138,140 |
RELATED PARTY TRANSACTIONS AN_2
RELATED PARTY TRANSACTIONS AND BALANCES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF RELATED PARTY TRANSACTIONS | SCHEDULE OF RELATED PARTY TRANSACTIONS 2022 2023 2023 Relationship As of December 31, with 2022 2023 2023 the Group HK$ HK$ US$ Chan Wai Ho Chairman 38,066 — — Chen Sze Hon Johnson Chief Executive Officer 58,634 — — Total 96,700 — — |
CONTRACT LIABILITIES (Tables)
CONTRACT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
SCHEDULE OF CONTRACT LIABILITIES | As of December 31, 2023 and 2022, the contract liabilities were comprised of the following: SCHEDULE OF CONTRACT LIABILITIES 2022 2023 2023 As of December 31, 2022 2023 2023 HK$ HK$ US$ Contract liabilities 2,800,000 1,100,000 140,829 Advance from customers 254,032 64,000 8,194 Total 3,054,032 1,164,000 149,023 |
SCHEDULE OF MOVEMENT IN CONTRACT LIABILITIES | SCHEDULE OF MOVEMENT IN CONTRACT LIABILITIES 2022 2023 2023 HK$ HK$ US$ Balance at beginning of the year ended December 31 2,450,000 2,800,000 358,473 Decrease in contract liabilities as a result of recognizing revenue during the year was included in the contract liabilities at the beginning of the year (1,950,000 ) (2,300,000 ) (294,460 ) Increase in contract liabilities as a result of billings in advance of performance obligation under contracts 2,300,000 600,000 76,816 Balance at end of the year ended December 31 2,800,000 1,100,000 140,829 |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF STATEMENT OF INCOME | SCHEDULE OF STATEMENT OF INCOME 2021 2022 2023 2023 HK$ HK$ HK$ US$ Hong Kong profits tax provision (benefits) for the year: Current 462,004 (10,000 ) — — Deferred (391,820 ) 391,820 — — Income tax expense benefit 70,184 381,820 — — |
SCHEDULE OF RECONCILES STATUTORY RATES TO EFFECTIVE TAX RATE | SCHEDULE OF RECONCILES STATUTORY RATES TO EFFECTIVE TAX RATE 2021 2022 2023 Hong Kong statutory income tax rate 16.5 % 16.5 % 16.5 % Preferential tax rate in Hong Kong (10.0 )% — — Expenses not deductible for tax (1) 0.8 % — (76.5 )% Effect of tax rates in foreign jurisdiction — (9.8 )% (23.3 )% Valuation allowance — (21.3 )% (3.9 )% Permanent difference (2) (3.1 )% 3.6 % 87.2 % Effective tax rate 4.2 % (11.0 )% — (1) Non-deductible items mainly arise from expenses not deductible for tax purposes primarily including professional fees in relation to IPO in 2021 and operating expenses from Hong Kong companies which do not generate any assessable profits during the year. In 2023, this also represents the loss due to mark-to-market of a derivative asset which is not deductible for tax. (2) Mainly represents non-taxable income due to governmental grants and other non-taxable interest. In 2022 and 2023, this also represents the combination of other non-taxable income and deferred true-ups due to non-deductible expenses. |
SCHEDULE OF GEOGRAPHIC LOCATIONS | SCHEDULE OF GEOGRAPHIC LOCATIONS 2021 2022 2023 2023 HK$ HK$ HK$ US$ Hong Kong 1,724,548 (1,406,918 ) 195,245 24,997 Foreign (75,740 ) (2,053,540 ) (679,057 ) (86,937 ) Total income (loss) before income taxes 1,648,808 (3,460,458 ) (483,812 ) (61,940 ) |
SCHEDULE OF COMPONENTS OF THE DEFERRED TAX ASSETS (LIABILITIES) | Significant components of the deferred tax assets (liabilities) are presented below: SCHEDULE OF COMPONENTS OF THE DEFERRED TAX ASSETS (LIABILITIES) 2021 2022 2023 2023 HK$ HK$ HK$ US$ Deferred tax assets: Net operating loss carryforwards 391,820 715,179 750,087 96,031 Others — 21,654 — — Deferred tax assets 391,820 736,833 750,087 96,031 Less: Valuation allowance — (736,833 ) (750,087 ) (96,031 ) Total deferred tax assets, net 391,820 — — — |
OTHER INCOME (Tables)
OTHER INCOME (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Income and Expenses [Abstract] | |
SCHEDULE OF OTHER INCOME | SCHEDULE OF OTHER INCOME 2021 2022 2023 2023 For the years ended December 31, 2021 2022 2023 2023 HK$ HK$ HK$ US$ Government grant — 216,000 — — Sundry income — — 172,832 22,127 Total — 216,000 172,832 22,127 |
SCHEDULE OF SUBSIDIARIES COMPAN
SCHEDULE OF SUBSIDIARIES COMPANY (Details) - HKD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Issued ordinary share capital | $ 138,666,783 | |
Giraffe financial holdings limited [Member] | ||
Place and date of Incorporation | Hong Kong June 24, 2016 | |
Issued ordinary share capital | $ 10,000 | |
Ownership percentage | 100% | |
Principal activity | Investment holding | |
Giraffe Capital Limited [Member] | ||
Place and date of Incorporation | Hong Kong June 28, 2016 | |
Issued ordinary share capital | $ 10,000,000 | |
Ownership percentage | 100% | |
Principal activity | Providing advisory services for the company to be listed in the public offerings and advising companies on corporate finance | |
Giraffe Investment Limited [Member] | ||
Place and date of Incorporation | Hong Kong September 22, 2022 | |
Issued ordinary share capital | $ 100 | |
Ownership percentage | 100% | |
Principal activity | Investment holding | |
Magic Empire Investment Limited [Member] | ||
Place and date of Incorporation | Hong Kong September 22, 2022 | |
Issued ordinary share capital | $ 100 | |
Ownership percentage | 100% | |
Principal activity | Investment holding | |
Giraffe Corporate Services Limited [Member] | ||
Place and date of Incorporation | Hong Kong August 3, 2023 | |
Giraffe Corporate Servises Limited [Member] | ||
Issued ordinary share capital | $ 100 | |
Ownership percentage | 100% | |
Principal activity | Providing corporate services |
ORGANIZATION AND BUSINESS OVE_3
ORGANIZATION AND BUSINESS OVERVIEW (Details Narrative) | 12 Months Ended | ||||||||||
Aug. 26, 2022 shares | Aug. 12, 2022 shares | Aug. 10, 2022 USD ($) $ / shares shares | Aug. 04, 2022 USD ($) $ / shares | Aug. 04, 2022 HKD ($) | Aug. 04, 2022 $ / shares shares | Dec. 31, 2023 USD ($) | Dec. 31, 2023 HKD ($) | Dec. 31, 2022 HKD ($) | Dec. 31, 2021 HKD ($) | Aug. 09, 2022 $ / shares shares | |
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 256,099 | 256,099 | |||||||||
Proceeds from Issuance Initial Public Offering | $ 20,000,000 | $ 156,030,000 | $ 140,537,759 | ||||||||
IPO [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 5,000,000 | 5,000,000 | |||||||||
Sale of Stock, Price Per Share | $ / shares | $ 4 | $ 4 | $ 4 | ||||||||
Share Price | $ / shares | $ 6 | ||||||||||
Proceeds from Issuance Initial Public Offering | $ | $ 20,000,000 | ||||||||||
IPO [Member] | Maximum [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 500,000 |
SCHEDULE OF USEFUL LIVES OF PRO
SCHEDULE OF USEFUL LIVES OF PROPERTY AND EQUIPMENT (Details) | Dec. 31, 2023 |
Office Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 1 year |
Office Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Motor Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] | Useful Life, Shorter of Lease Term or Asset Utility [Member] |
SCHEDULE OF FAIR VALUE ON A REC
SCHEDULE OF FAIR VALUE ON A RECURRING BASIS (Details) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 HKD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 HKD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 HKD ($) |
Platform Operator, Crypto-Asset [Line Items] | ||||||
Non-marketable equity securities | $ 4,947,924 | $ 38,647,738 | $ 1,856,380 | $ 14,500,000 | ||
Fair Value, Inputs, Level 1 [Member] | ||||||
Platform Operator, Crypto-Asset [Line Items] | ||||||
Non-marketable equity securities | ||||||
Fair Value, Inputs, Level 2 [Member] | ||||||
Platform Operator, Crypto-Asset [Line Items] | ||||||
Non-marketable equity securities | ||||||
Fair Value, Inputs, Level 3 [Member] | ||||||
Platform Operator, Crypto-Asset [Line Items] | ||||||
Non-marketable equity securities | $ 38,647,738 | $ 14,500,000 |
SCHEDULE OF DISAGGREGATION OF R
SCHEDULE OF DISAGGREGATION OF REVENUE FROM CONTRACTS WITH CLIENTS (Details) | 12 Months Ended | |||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 HKD ($) | Dec. 31, 2022 HKD ($) | Dec. 31, 2021 HKD ($) | |
Product Information [Line Items] | ||||
Revenue | $ 1,765,741 | $ 13,792,030 | $ 11,198,252 | $ 16,870,748 |
IPO Sponsor Services [Member] | ||||
Product Information [Line Items] | ||||
Revenue | 576,119 | 4,500,000 | 1,600,000 | 6,775,000 |
FA And IFA Services [Member] | ||||
Product Information [Line Items] | ||||
Revenue | 909,626 | 7,105,000 | 5,035,000 | 4,927,550 |
Corporate Services [Member] | ||||
Product Information [Line Items] | ||||
Revenue | 25,605 | 200,000 | ||
CA Services [Member] | ||||
Product Information [Line Items] | ||||
Revenue | $ 254,391 | $ 1,987,030 | $ 4,563,252 | $ 5,168,198 |
SCHEDULE OF REVENUE DISAGGREGAT
SCHEDULE OF REVENUE DISAGGREGATED BY TIMING OF REVENUE RECOGNITION (Details) | 12 Months Ended | |||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 HKD ($) | Dec. 31, 2022 HKD ($) | Dec. 31, 2021 HKD ($) | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 1,765,741 | $ 13,792,030 | $ 11,198,252 | $ 16,870,748 |
Transferred at Point in Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,485,744 | 11,605,000 | 6,635,000 | 11,702,550 |
Transferred over Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 279,997 | $ 2,187,030 | $ 4,563,252 | $ 5,168,198 |
SCHEDULE OF TOTAL OPERATING REV
SCHEDULE OF TOTAL OPERATING REVENUE (Details) - Customer Concentration Risk [Member] | 12 Months Ended | |||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 HKD ($) | Dec. 31, 2022 HKD ($) | Dec. 31, 2021 HKD ($) | |
Revenue Benchmark [Member] | Customer A [Member] | ||||
Product Information [Line Items] | ||||
Revenue | $ 204,842 | $ 1,600,000 | ||
Concentration Risk, Percentage | 11.60% | 11.60% | ||
Revenue Benchmark [Member] | Customer B [Member] | ||||
Product Information [Line Items] | ||||
Revenue | $ 179,237 | $ 1,400,000 | ||
Concentration Risk, Percentage | 10.20% | 10.20% | ||
Revenue Benchmark [Member] | Customer C [Member] | ||||
Product Information [Line Items] | ||||
Revenue | $ 2,175,000 | |||
Concentration Risk, Percentage | 12.90% | |||
Revenue Benchmark [Member] | Customer D [Member] | ||||
Product Information [Line Items] | ||||
Revenue | $ 2,950,000 | |||
Concentration Risk, Percentage | 17.50% | |||
Revenue Benchmark [Member] | Customer E [Member] | ||||
Product Information [Line Items] | ||||
Revenue | $ 499,302 | $ 3,900,000 | $ 1,600,000 | |
Concentration Risk, Percentage | 28.30% | 28.30% | 14.30% | |
Revenue Benchmark [Member] | Customer F [Member] | ||||
Product Information [Line Items] | ||||
Revenue | $ 1,500,000 | |||
Concentration Risk, Percentage | 13.40% | |||
Revenue Benchmark [Member] | Customers [Member] | ||||
Product Information [Line Items] | ||||
Revenue | $ 883,381 | $ 6,900,000 | $ 3,100,000 | $ 5,125,000 |
Concentration Risk, Percentage | 50.10% | 50.10% | 27.70% | 30.40% |
Accounts Receivable [Member] | Customer A [Member] | ||||
Product Information [Line Items] | ||||
Revenue | $ 107,862 | $ 842,496 | ||
Concentration Risk, Percentage | 36.60% | 36.60% | ||
Accounts Receivable [Member] | Customer B [Member] | ||||
Product Information [Line Items] | ||||
Revenue | $ 104,974 | $ 819,940 | ||
Concentration Risk, Percentage | 35.60% | 35.60% | ||
Accounts Receivable [Member] | Customer C [Member] | ||||
Product Information [Line Items] | ||||
Revenue | $ 336,403 | $ 1,385,893 | ||
Concentration Risk, Percentage | 16.90% | 26.80% | ||
Accounts Receivable [Member] | Customer D [Member] | ||||
Product Information [Line Items] | ||||
Revenue | $ 800,000 | |||
Concentration Risk, Percentage | 15.40% | |||
Accounts Receivable [Member] | Customer E [Member] | ||||
Product Information [Line Items] | ||||
Revenue | $ 750,000 | |||
Concentration Risk, Percentage | 14.50% | |||
Accounts Receivable [Member] | Customer F [Member] | ||||
Product Information [Line Items] | ||||
Revenue | $ 600,000 | |||
Concentration Risk, Percentage | 30.20% | |||
Accounts Receivable [Member] | Customers [Member] | ||||
Product Information [Line Items] | ||||
Revenue | $ 212,836 | $ 1,662,436 | $ 1,436,403 | $ 2,935,893 |
Concentration Risk, Percentage | 72.20% | 72.20% | 72.20% | 56.70% |
Accounts Receivable [Member] | Customer G [Member] | ||||
Product Information [Line Items] | ||||
Revenue | $ 500,000 | |||
Concentration Risk, Percentage | 25.10% |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 12 Months Ended | ||||||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 HKD ($) | Dec. 30, 2023 USD ($) | Dec. 30, 2023 HKD ($) | Dec. 31, 2022 HKD ($) | Dec. 31, 2021 HKD ($) | Dec. 31, 2023 HKD ($) | |
Accounting Policies [Abstract] | |||||||
Difference between Reported Amount and Reporting Currency Denominated Amount, Value | $ 1 | $ 7.8109 | |||||
Allowance for doubtful accounts | |||||||
Impairment of Long-Lived Assets to be Disposed of | $ 0 | 0 | $ 0 | ||||
Discretionary bonus | $ 192,039 | $ 1,500,000 | |||||
Employee wage subsidies, description | eligible employers under ESS are disbursed in four tranches: (i) the first tranche of 100% subsidies were used for paying wages of employees in May 2022; (ii) the second tranche of 100% subsidies for paying wages of employees in June 2022; (iii) the third tranche of 70% of subsidies for paying wages of employees in July 2022; and (iv) the fourth tranche of 30% of subsidies for paying wages of employees in July 2022 after deducting subsidies to be returned to the Government and penalties to be paid (if any). | eligible employers under ESS are disbursed in four tranches: (i) the first tranche of 100% subsidies were used for paying wages of employees in May 2022; (ii) the second tranche of 100% subsidies for paying wages of employees in June 2022; (iii) the third tranche of 70% of subsidies for paying wages of employees in July 2022; and (iv) the fourth tranche of 30% of subsidies for paying wages of employees in July 2022 after deducting subsidies to be returned to the Government and penalties to be paid (if any). | |||||
Grants receivable | 216,000 | ||||||
Employee and employer contribution percentage | 5% | 5% | |||||
Relevant salary income | $ 3,841 | $ 30,000 | |||||
Defined Contribution Plan, Cost | 36,186 | 282,650 | 317,758 | $ 421,292 | |||
[custom:ForeignDepositsDefaultCompensationAmount] | 64,013 | $ 500,000 | |||||
Cash | $ 11,830,623 | $ 121,814,233 | 92,407,813 | ||||
Cash, FDIC Insured Amount | $ 2,022,039 |
SCHEDULE OF DEPOSITS AND PREPAY
SCHEDULE OF DEPOSITS AND PREPAYMENTS (Details) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 HKD ($) | Dec. 31, 2022 HKD ($) |
Deposits And Prepayments | |||
Prepaid rent | $ 21,807 | $ 170,335 | $ 170,335 |
Prepaid building management fee | 4,040 | 31,557 | 28,143 |
Prepaid governmental rent and rates | 7,291 | 56,950 | 56,600 |
Rental deposit | 87,229 | 681,340 | 681,340 |
Deposit on building management fee | 13,222 | 103,276 | 103,276 |
Others | 6,760 | 52,791 | 11,000 |
Total | $ 140,349 | $ 1,096,249 | $ 1,050,694 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT NET (Details) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 HKD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 HKD ($) |
Property, Plant and Equipment [Line Items] | ||||
Total | $ 4,064,908 | $ 520,414 | $ 2,159,936 | |
Less: Accumulated depreciation | 2,369,902 | 303,409 | 2,159,936 | |
Net book value | $ 217,005 | 1,695,006 | 217,005 | |
Leasehold Improvements [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Total | 1,758,217 | 225,098 | 1,758,217 | |
Furniture and Fixtures [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Total | 292,724 | 37,476 | 292,724 | |
Motor Vehicles [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Total | 1,904,972 | 243,886 | ||
Office Equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Total | $ 108,995 | $ 13,954 | $ 108,995 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details Narrative) | 12 Months Ended | |||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 HKD ($) | Dec. 31, 2022 HKD ($) | Dec. 31, 2021 HKD ($) | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 26,881 | $ 209,966 | $ 62,683 | $ 695,046 |
SCHEDULE OF RIGHT OF USE ASSETS
SCHEDULE OF RIGHT OF USE ASSETS AND OPERATING LEASE LIABILITIES (Details) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 HKD ($) | Dec. 31, 2022 HKD ($) |
Right-of-use Assets And Operating Liabilities | |||
Right of use assets | $ 212,316 | $ 1,658,382 | $ 3,553,677 |
Operating lease liabilities current | 223,574 | 1,746,317 | 1,904,725 |
Operating lease liabilities non current | 1,746,317 | ||
Total operating lease liabilities | $ 223,574 | $ 1,746,317 | $ 3,651,042 |
SCHEDULE OF SUPPLEMENTAL CASH F
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES (Details) | 12 Months Ended | |||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 HKD ($) | Dec. 31, 2022 HKD ($) | Dec. 31, 2021 HKD ($) | |
Right-of-use Assets And Operating Liabilities | ||||
Amortization charge of right-of-use assets | $ 242,647 | $ 1,895,294 | $ 1,895,294 | $ 2,350,116 |
ROU assets obtained in exchange for operating lease liabilities | 5,527,942 | |||
Interest of lease liabilities | 17,834 | 139,296 | 232,002 | 82,200 |
Cash paid for operating leases | $ 261,688 | $ 2,044,020 | $ 2,044,020 | $ 2,535,360 |
SCHEDULE OF MATURITIES OF OPERA
SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES (Details) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 HKD ($) | Dec. 31, 2022 HKD ($) |
Right-of-use Assets And Operating Liabilities | |||
2024 | $ 228,977 | $ 1,788,518 | |
Total future lease payments | 228,977 | 1,788,518 | |
Less imputed interest | (5,403) | (42,201) | |
Total operating lease liabilities | $ 223,574 | $ 1,746,317 | $ 3,651,042 |
RIGHT-OF-USE ASSETS AND OPERA_3
RIGHT-OF-USE ASSETS AND OPERATING LIABILITIES (Details Narrative) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Right-of-use Assets And Operating Liabilities | ||
Lease description | Office at Central, Hong Kong | |
Lease term | 3 years | |
Weighted average discount rate | 5% | 5% |
SCHEDULE F INVESTMENT (Details)
SCHEDULE F INVESTMENT (Details) | 12 Months Ended | ||||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 HKD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 HKD ($) | Dec. 31, 2021 HKD ($) | |
Schedule of Investments [Line Items] | |||||
Beginning, balance | $ 1,856,380 | $ 14,500,000 | |||
Addition | 3,342,859 | 26,110,738 | 1,858,617 | 14,500,000 | |
Loss due to mark-to-market of a derivative asset | (251,315) | (1,963,000) | |||
Ending, balance | $ 4,947,924 | 38,647,738 | $ 1,856,380 | 14,500,000 | |
Cost Method Investments Without Readily Determinable Fair Value [Member] | |||||
Schedule of Investments [Line Items] | |||||
Beginning, balance | 14,500,000 | ||||
Addition | 26,110,738 | 14,500,000 | |||
Loss due to mark-to-market of a derivative asset | (1,963,000) | ||||
Ending, balance | $ 38,647,738 | $ 14,500,000 |
LONG-TERM INVESTMENT (Details N
LONG-TERM INVESTMENT (Details Narrative) | 12 Months Ended | ||||||||||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 HKD ($) | Dec. 31, 2023 HKD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2023 HKD ($) | Jan. 31, 2023 USD ($) | Jan. 31, 2023 HKD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 HKD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 HKD ($) | |
Debt Instrument [Line Items] | |||||||||||
Long term investments | $ 1,999,200 | $ 15,647,738 | |||||||||
Long term investments | $ 4,947,924 | $ 38,647,738 | $ 1,856,380 | $ 14,500,000 | |||||||
[custom:ImpairmentLossOnLongtermInvestment] | $ 251,315 | $ 1,963,000 | |||||||||
Company A [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Equity Method Investment, Ownership Percentage | 4.99% | 4.99% | 4.99% | 4.99% | |||||||
Company B [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Equity Method Investment, Ownership Percentage | 3% | 3% | |||||||||
Company A [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long term investments | $ 1,858,617 | $ 14,500,000 | $ 1,858,617 | $ 14,500,000 | |||||||
Company B [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long term investments | $ 1,089,534 | $ 8,500,000 | |||||||||
Company C [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long term investments | $ 250,000 | $ 1,963,000 | |||||||||
Long term investments | $ 4,947,924 | $ 38,647,738 |
SCHEDULE OF ACCRUALS AND OTHER
SCHEDULE OF ACCRUALS AND OTHER PAYABLES (Details) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 HKD ($) | Dec. 31, 2022 HKD ($) |
Payables and Accruals [Abstract] | |||
Accrued professional fee | $ 114,199 | $ 892,000 | $ 1,001,180 |
Accrued staff reimbursement | 59,818 | ||
Accrued professional fee | 23,941 | 187,000 | 7,187 |
Total | $ 138,140 | $ 1,079,000 | $ 1,068,185 |
SCHEDULE OF RELATED PARTY TRANS
SCHEDULE OF RELATED PARTY TRANSACTIONS (Details) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 HKD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2023 HKD ($) | Dec. 31, 2022 HKD ($) |
Chan Wai Ho [Member] | |||||
Related Party Transaction [Line Items] | |||||
Accrued professional fee | $ 38,066 | ||||
Chen Sze Hon Johnson [Member] | |||||
Related Party Transaction [Line Items] | |||||
Accrued professional fee | 58,634 | ||||
Related Party [Member] | |||||
Related Party Transaction [Line Items] | |||||
Accrued professional fee | $ 12,380 | $ 96,700 | $ 96,700 |
RELATED PARTY TRANSACTIONS AN_3
RELATED PARTY TRANSACTIONS AND BALANCES (Details Narrative) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 HKD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2023 HKD ($) | Dec. 31, 2022 HKD ($) |
Related Party [Member] | |||||
Related Party Transaction [Line Items] | |||||
Other Receivables | $ 12,380 | $ 96,700 | $ 96,700 |
SCHEDULE OF CONTRACT LIABILITIE
SCHEDULE OF CONTRACT LIABILITIES (Details) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 HKD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 HKD ($) | Dec. 31, 2021 HKD ($) |
Revenue from Contract with Customer [Abstract] | |||||
Contract liabilities | $ 140,829 | $ 1,100,000 | $ 358,473 | $ 2,800,000 | $ 2,450,000 |
Advance from customers | 8,194 | 64,000 | 254,032 | ||
Total | $ 149,023 | $ 1,164,000 | $ 3,054,032 |
SCHEDULE OF MOVEMENT IN CONTRAC
SCHEDULE OF MOVEMENT IN CONTRACT LIABILITIES (Details) | 12 Months Ended | ||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 HKD ($) | Dec. 31, 2022 HKD ($) | |
Revenue from Contract with Customer [Abstract] | |||
Balance at beginning of the year ended December 31 | $ 358,473 | $ 2,800,000 | $ 2,450,000 |
Decrease in contract liabilities as a result of recognizing revenue during the year was included in the contract liabilities at the beginning of the year | (294,460) | (2,300,000) | (1,950,000) |
Increase in contract liabilities as a result of billings in advance of performance obligation under contracts | 76,816 | 600,000 | 2,300,000 |
Balance at end of the year ended December 31 | $ 140,829 | $ 1,100,000 | $ 2,800,000 |
SCHEDULE OF STATEMENT OF INCOME
SCHEDULE OF STATEMENT OF INCOME (Details) | 12 Months Ended | |||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 HKD ($) | Dec. 31, 2022 HKD ($) | Dec. 31, 2021 HKD ($) | |
Income Tax Disclosure [Abstract] | ||||
Current | $ (10,000) | $ 462,004 | ||
Deferred | 391,820 | (391,820) | ||
Income tax expense benefit | 381,820 | 70,184 | ||
Income tax expense benefit | $ 381,820 | $ 70,184 |
SCHEDULE OF RECONCILES STATUTOR
SCHEDULE OF RECONCILES STATUTORY RATES TO EFFECTIVE TAX RATE (Details) | 12 Months Ended | ||||
Apr. 01, 2018 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Income Tax Disclosure [Abstract] | |||||
Hong Kong statutory income tax rate | 16.50% | 16.50% | 16.50% | 16.50% | |
Preferential tax rate in Hong Kong | (10.00%) | ||||
Expenses not deductible for tax | [1] | (76.50%) | 0.80% | ||
Effect of tax rates in foreign jurisdiction | (23.30%) | (9.80%) | |||
Valuation allowance | (3.90%) | (21.30%) | |||
Permanent difference | [2] | 87.20% | 3.60% | (3.10%) | |
Effective tax rate | (11.00%) | 4.20% | |||
[1]Non-deductible items mainly arise from expenses not deductible for tax purposes primarily including professional fees in relation to IPO in 2021 and operating expenses from Hong Kong companies which do not generate any assessable profits during the year. In 2023, this also represents the loss due to mark-to-market of a derivative asset which is not deductible for tax.[2]Mainly represents non-taxable income due to governmental grants and other non-taxable interest. In 2022 and 2023, this also represents the combination of other non-taxable income and deferred true-ups due to non-deductible expenses. |
SCHEDULE OF GEOGRAPHIC LOCATION
SCHEDULE OF GEOGRAPHIC LOCATIONS (Details) | 12 Months Ended | |||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 HKD ($) | Dec. 31, 2022 HKD ($) | Dec. 31, 2021 HKD ($) | |
Operating Loss Carryforwards [Line Items] | ||||
INCOME (LOSS) BEFORE INCOME TAXES | $ (61,940) | $ (483,812) | $ (3,460,458) | $ 1,648,808 |
Inland Revenue, Hong Kong [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
INCOME (LOSS) BEFORE INCOME TAXES | 24,997 | 195,245 | (1,406,918) | 1,724,548 |
Foreign [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
INCOME (LOSS) BEFORE INCOME TAXES | $ (86,937) | $ (679,057) | $ (2,053,540) | $ (75,740) |
SCHEDULE OF COMPONENTS OF THE D
SCHEDULE OF COMPONENTS OF THE DEFERRED TAX ASSETS (LIABILITIES) (Details) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 HKD ($) | Dec. 31, 2022 HKD ($) | Dec. 31, 2021 HKD ($) |
Deferred tax assets: | ||||
Net operating loss carryforwards | $ 96,031 | $ 750,087 | $ 715,179 | $ 391,820 |
Others | 21,654 | |||
Deferred tax assets | 96,031 | 750,087 | 736,833 | 391,820 |
Deferred tax assets | 96,031 | 750,087 | 736,833 | 391,820 |
Less: Valuation allowance | (96,031) | (750,087) | (736,833) | |
Total deferred tax assets, net | $ 391,820 |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) | 12 Months Ended | |||||
Apr. 01, 2018 HKD ($) | Dec. 31, 2023 HKD ($) | Dec. 31, 2022 HKD ($) | Dec. 31, 2021 | Dec. 31, 2023 USD ($) | Dec. 31, 2023 HKD ($) | |
Income Tax Disclosure [Abstract] | ||||||
Effective income tax rate | 16.50% | 16.50% | 16.50% | 16.50% | ||
Effective enacted income tax rate | 8.25% | |||||
Assessable profits | $ 2,000,000 | |||||
Tax loss carryforwards | $ 582,005 | $ 4,545,983 | ||||
Tax recoverable | $ 0 | $ 587,834 | ||||
Tax payables | $ 0 |
SCHEDULE OF OTHER INCOME (Detai
SCHEDULE OF OTHER INCOME (Details) | 12 Months Ended | |||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 HKD ($) | Dec. 31, 2022 HKD ($) | Dec. 31, 2021 HKD ($) | |
Other Income and Expenses [Abstract] | ||||
Government grant | $ 216,000 | |||
Sundry income | 22,127 | 172,832 | ||
Total | $ 22,127 | $ 172,832 | $ 216,000 |
ORDINARY SHARES (Details Narrat
ORDINARY SHARES (Details Narrative) | 12 Months Ended | ||||||||||||||
Aug. 26, 2022 shares | Aug. 12, 2022 shares | Aug. 10, 2022 USD ($) shares | Aug. 04, 2022 USD ($) $ / shares | Aug. 04, 2022 HKD ($) | Aug. 04, 2022 $ / shares shares | Jul. 15, 2021 $ / shares shares | Jul. 14, 2021 $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2023 HKD ($) | Dec. 31, 2022 HKD ($) | Dec. 31, 2021 HKD ($) | Dec. 31, 2020 $ / shares shares | Dec. 31, 2022 $ / shares shares | May 10, 2016 $ / shares shares | |
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | 50,000 | |||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 1 | $ 0.0001 | $ 1 | |||||||||
Stock issued during period shares new issues | 15,000,000 | 15,000,000 | |||||||||||||
Repurchased and cancelled outstanding shares | 100 | ||||||||||||||
Cancelled ordinary shares | 100 | 50,000 | |||||||||||||
Stockholders equity reverse stock split | 150,000-for-1 | ||||||||||||||
Common stock par value per share | $ / shares | $ 1 | ||||||||||||||
Issuance of public offering | 256,099 | 256,099 | |||||||||||||
Proceeds from Issuance Initial Public Offering | $ 20,000,000 | $ 156,030,000 | $ 140,537,759 | ||||||||||||
Payments for Underwriting Expense | 1,985,803 | 15,492,241 | |||||||||||||
Proceeds from Issuance or Sale of Equity | $ 18,014,197 | $ 140,537,759 | |||||||||||||
Common stock, shares issued | 20,256,099 | 20,256,099 | |||||||||||||
IPO [Member] | |||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Issuance of public offering | 5,000,000 | 5,000,000 | |||||||||||||
Proceeds from Issuance Initial Public Offering | $ | $ 20,000,000 | ||||||||||||||
Underwriting Agreement [Member] | Network 1 Financial Securities Inc And Alexander Capital LP [Member] | IPO [Member] | |||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Issuance of public offering | 5,000,000 | ||||||||||||||
Issuance of public offering | $ / shares | $ 4 | $ 4 |
DIVIDEND (Details Narrative)
DIVIDEND (Details Narrative) | Oct. 03, 2023 USD ($) $ / shares | Oct. 03, 2023 HKD ($) $ / shares | Feb. 07, 2022 USD ($) $ / shares | Feb. 07, 2022 HKD ($) $ / shares |
Dividend | ||||
Dividends declared | $ 202,525 | $ 1,581,900 | $ 512,722 | $ 4,000,000 |
Dividends price per share | (per share) | $ 0.01 | $ 0.08 | $ 0.03 | $ 0.27 |