Cover
Cover - $ / shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 14, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-41272 | |
Entity Registrant Name | HeartCore Enterprises, Inc. | |
Entity Central Index Key | 0001892322 | |
Entity Tax Identification Number | 87-0913420 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 1-2-33 | |
Entity Address, Address Line Two | Higashigotanda | |
Entity Address, Address Line Three | Shinagawa-ku | |
Entity Address, City or Town | Tokyo | |
Entity Address, Country | JP | |
City Area Code | (206) | |
Local Phone Number | 385-0488 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | HTCR | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 20,864,144 | |
Entity Listing, Par Value Per Share | $ 0.0001 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 3,806,349 | $ 1,012,479 |
Accounts receivable | 2,440,872 | 2,623,682 |
Investments in marketable securities | 435,498 | 642,348 |
Investment in equity securities | 300,000 | |
Prepaid expenses | 3,877,454 | 536,865 |
Current portion of long-term note receivable | 100,000 | 100,000 |
Other current assets | 199,221 | 234,761 |
Total current assets | 10,899,889 | 5,494,893 |
Non-current assets: | ||
Accounts receivable, non-current | 640,197 | |
Property and equipment, net | 640,787 | 763,730 |
Operating lease right-of-use assets | 2,106,466 | 2,467,889 |
Intangible asset, net | 4,196,875 | 4,515,625 |
Goodwill | 3,276,441 | 3,276,441 |
Long-term investment in SAFE | 350,000 | |
Long-term investment in equity securities | 300,000 | |
Long-term investment in warrants | 543,120 | 2,004,308 |
Deferred tax assets | 395,743 | 369,436 |
Security deposits | 310,833 | 348,428 |
Other non-current assets | 70,309 | 71 |
Total non-current assets | 13,176,045 | 14,128,874 |
Total assets | 24,075,934 | 19,623,767 |
Current liabilities: | ||
Accrued payroll and other employee costs | 628,136 | 723,305 |
Short-term debt | 135,937 | |
Current portion of long-term debts | 508,729 | 371,783 |
Insurance premium financing | 112,488 | |
Factoring liability | 320,759 | 562,767 |
Operating lease liabilities, current | 358,377 | 396,535 |
Finance lease liabilities, current | 15,992 | 17,445 |
Income tax payables | 1,142 | 162,689 |
Deferred revenue | 2,207,420 | 2,166,175 |
Total current liabilities | 15,193,319 | 6,511,555 |
Long-term debts | 1,403,569 | 1,770,352 |
Operating lease liabilities, non-current | 1,804,967 | 2,135,160 |
Finance lease liabilities, non-current | 52,055 | 66,779 |
Deferred tax liabilities | 1,175,125 | 1,264,375 |
Other non-current liabilities | 685,364 | 208,732 |
Total non-current liabilities | 5,121,080 | 5,445,398 |
Total liabilities | 20,314,399 | 11,956,953 |
Shareholders’ equity: | ||
Preferred shares ($0.0001 par value, 20,000,000 shares authorized, no shares issued and outstanding as of June 30, 2024 and December 31, 2023) | ||
Common shares ($0.0001 par value, 200,000,000 shares authorized; 20,864,144 and 20,842,690 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively) | 2,085 | 2,083 |
Additional paid-in capital | 19,325,270 | 19,594,801 |
Accumulated deficit | (18,047,919) | (14,763,469) |
Accumulated other comprehensive income | 325,857 | 331,881 |
Total HeartCore Enterprises, Inc. shareholders’ equity | 1,605,293 | 5,165,296 |
Non-controlling interests | 2,156,242 | 2,501,518 |
Total shareholders’ equity | 3,761,535 | 7,666,814 |
Total liabilities and shareholders’ equity | 24,075,934 | 19,623,767 |
Related Party [Member] | ||
Current assets: | ||
Due from related party | 40,495 | 44,758 |
Non-current assets: | ||
Long-term loan receivable | 145,274 | 182,946 |
Current liabilities: | ||
Accounts payable and accrued expenses – related party | 21,579 | |
Other current liabilities | 140 | 1,476 |
Nonrelated Party [Member] | ||
Non-current assets: | ||
Long-term loan receivable | 200,000 | 200,000 |
Current liabilities: | ||
Accounts payable and accrued expenses – related party | 1,757,545 | 1,757,038 |
Other current liabilities | $ 9,261,012 | $ 216,405 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 20,864,144 | 20,842,690 |
Common stock, shares outstanding | 20,864,144 | 20,842,690 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited)) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Revenues | $ 4,066,388 | $ 5,095,373 | $ 9,113,120 | $ 13,829,523 |
Cost of revenues | 3,260,507 | 3,586,938 | 6,275,050 | 6,688,004 |
Gross profit | 805,881 | 1,508,435 | 2,838,070 | 7,141,519 |
Operating expenses: | ||||
Selling expenses | 179,408 | 488,062 | 399,115 | 1,056,704 |
General and administrative expenses | 2,022,409 | 2,447,887 | 4,428,712 | 5,133,094 |
Research and development expenses | 111,268 | 39,608 | 200,402 | 119,232 |
Total operating expenses | 2,313,085 | 2,975,557 | 5,028,229 | 6,309,030 |
Income (loss) from operations | (1,507,204) | (1,467,122) | (2,190,159) | 832,489 |
Other income (expenses): | ||||
Changes in fair value of investments in marketable securities | (196,249) | (229,022) | (430,331) | (229,022) |
Changes in fair value of investment in warrants | (558,820) | (27,258) | (1,237,707) | 166,107 |
Interest income | 2,030 | 18,665 | 4,624 | 50,270 |
Interest expenses | (37,040) | (42,614) | (73,701) | (82,454) |
Other income | 37,858 | 109,800 | 134,874 | 124,001 |
Other expenses | (23,856) | (7,297) | (49,050) | (36,754) |
Total other expenses | (776,077) | (177,726) | (1,651,291) | (7,852) |
Income (loss) before income tax provision | (2,283,281) | (1,644,848) | (3,841,450) | 824,637 |
Income tax expense (benefit) | (72,163) | (622,002) | (152,330) | 39,446 |
Net income (loss) | (2,211,118) | (1,022,846) | (3,689,120) | 785,191 |
Less: net loss attributable to non-controlling interests | (260,018) | (111,046) | (404,670) | (185,298) |
Net income (loss) attributable to HeartCore Enterprises, Inc. | (1,951,100) | (911,800) | (3,284,450) | 970,489 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | (24,120) | 30,533 | (13,825) | 5,499 |
Total comprehensive income (loss) | (2,235,238) | (992,313) | (3,702,945) | 790,690 |
Less: comprehensive loss attributable to non-controlling interests | (262,908) | (110,716) | (412,471) | (187,258) |
Comprehensive income (loss) attributable to HeartCore Enterprises, Inc. | $ (1,972,330) | $ (881,597) | $ (3,290,474) | $ 977,948 |
Net income (loss) per common share attributable to HeartCore Enterprises, Inc. | ||||
Basic | $ (0.09) | $ (0.04) | $ (0.16) | $ 0.05 |
Diluted | $ (0.09) | $ (0.04) | $ (0.16) | $ 0.05 |
Weighted average common shares outstanding | ||||
Basic | 20,864,144 | 20,842,690 | 20,859,429 | 19,959,333 |
Diluted | 20,864,144 | 20,842,690 | 20,859,429 | 19,959,333 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Parent [Member] | Noncontrolling Interest [Member] | Total |
Balance at Dec. 31, 2022 | $ 1,764 | $ 15,014,607 | $ (10,573,579) | $ 364,837 | $ 4,807,629 | $ 4,807,629 | |
Balance, shares at Dec. 31, 2022 | 17,649,886 | ||||||
Net income (loss) | 1,882,289 | 1,882,289 | (74,252) | 1,808,037 | |||
Foreign currency translation adjustment | (22,744) | (22,744) | (2,290) | (25,034) | |||
Stock-based compensation | $ 69 | 915,159 | 915,228 | 915,228 | |||
Stock-based compensation, shares | 692,804 | ||||||
Issuance of common shares for acquisition of subsidiary | $ 250 | 3,149,750 | 3,150,000 | 3,150,000 | |||
Issuance of common shares for acquisition of subsidiary, shares | 2,500,000 | ||||||
Non-controlling interest arising from acquisition of subsidiary | 3,190,000 | 3,190,000 | |||||
Balance at Mar. 31, 2023 | $ 2,083 | 19,079,516 | (8,691,290) | 342,093 | 10,732,402 | 3,113,458 | 13,845,860 |
Balance, shares at Mar. 31, 2023 | 20,842,690 | ||||||
Balance at Dec. 31, 2022 | $ 1,764 | 15,014,607 | (10,573,579) | 364,837 | 4,807,629 | 4,807,629 | |
Balance, shares at Dec. 31, 2022 | 17,649,886 | ||||||
Net income (loss) | 785,191 | ||||||
Balance at Jun. 30, 2023 | $ 2,083 | 19,258,681 | (9,603,090) | 372,296 | 10,029,970 | 3,002,742 | 13,032,712 |
Balance, shares at Jun. 30, 2023 | 20,842,690 | ||||||
Balance at Mar. 31, 2023 | $ 2,083 | 19,079,516 | (8,691,290) | 342,093 | 10,732,402 | 3,113,458 | 13,845,860 |
Balance, shares at Mar. 31, 2023 | 20,842,690 | ||||||
Net income (loss) | (911,800) | (911,800) | (111,046) | (1,022,846) | |||
Foreign currency translation adjustment | 30,203 | 30,203 | 330 | 30,533 | |||
Stock-based compensation | 179,165 | 179,165 | 179,165 | ||||
Balance at Jun. 30, 2023 | $ 2,083 | 19,258,681 | (9,603,090) | 372,296 | 10,029,970 | 3,002,742 | 13,032,712 |
Balance, shares at Jun. 30, 2023 | 20,842,690 | ||||||
Balance at Dec. 31, 2023 | $ 2,083 | 19,594,801 | (14,763,469) | 331,881 | 5,165,296 | 2,501,518 | 7,666,814 |
Balance, shares at Dec. 31, 2023 | 20,842,690 | ||||||
Net income (loss) | (1,333,350) | (1,333,350) | (144,652) | (1,478,002) | |||
Foreign currency translation adjustment | 15,206 | 15,206 | (4,911) | 10,295 | |||
Capital contribution from non-controlling shareholder | 67,195 | 67,195 | |||||
Stock-based compensation | $ 2 | 91,710 | 91,712 | 91,712 | |||
Stock-based compensation, shares | 21,454 | ||||||
Balance at Mar. 31, 2024 | $ 2,085 | 19,686,511 | (16,096,819) | 347,087 | 3,938,864 | 2,419,150 | 6,358,014 |
Balance, shares at Mar. 31, 2024 | 20,864,144 | ||||||
Balance at Dec. 31, 2023 | $ 2,083 | 19,594,801 | (14,763,469) | 331,881 | 5,165,296 | 2,501,518 | 7,666,814 |
Balance, shares at Dec. 31, 2023 | 20,842,690 | ||||||
Net income (loss) | (3,689,120) | ||||||
Balance at Jun. 30, 2024 | $ 2,085 | 19,325,270 | (18,047,919) | 325,857 | 1,605,293 | 2,156,242 | 3,761,535 |
Balance, shares at Jun. 30, 2024 | 20,864,144 | ||||||
Balance at Mar. 31, 2024 | $ 2,085 | 19,686,511 | (16,096,819) | 347,087 | 3,938,864 | 2,419,150 | 6,358,014 |
Balance, shares at Mar. 31, 2024 | 20,864,144 | ||||||
Net income (loss) | (1,951,100) | (1,951,100) | (260,018) | (2,211,118) | |||
Foreign currency translation adjustment | (21,230) | (21,230) | (2,890) | (24,120) | |||
Stock-based compensation | 56,042 | 56,042 | 56,042 | ||||
Distribution of dividends | (417,283) | (417,283) | (417,283) | ||||
Balance at Jun. 30, 2024 | $ 2,085 | $ 19,325,270 | $ (18,047,919) | $ 325,857 | $ 1,605,293 | $ 2,156,242 | $ 3,761,535 |
Balance, shares at Jun. 30, 2024 | 20,864,144 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (3,689,120) | $ 785,191 |
Adjustments to reconcile net income (loss) to net cash flows used in operating activities: | ||
Depreciation and amortization expenses | 374,946 | 306,097 |
Amortization of debt issuance costs | 2,296 | 1,316 |
Non-cash lease expense | 182,546 | 155,301 |
Gain on termination of lease | (469) | |
Deferred income taxes | (153,531) | (75,240) |
Stock-based compensation | 147,754 | 1,094,393 |
Warrants received as noncash consideration | (4,009,335) | |
Changes in fair value of investments in marketable securities | 430,331 | 229,022 |
Changes in fair value of investment in warrants | 1,237,707 | (166,107) |
Loss on disposal of property and equipment | 1,894 | |
Changes in assets and liabilities: | ||
Accounts receivable | (548,402) | (596,312) |
Prepaid expenses | 158,110 | 1,245 |
Other assets | (7,526) | 23,277 |
Accrued payroll and other employee costs | (278,361) | 124 |
Due to related party | (1,246) | 4,214 |
Operating lease liabilities | (183,047) | (147,035) |
Income tax payables | (152,697) | 106,625 |
Deferred revenue | 165,073 | 810,639 |
Other liabilities | 558,667 | 116,382 |
Net cash flows used in operating activities | (1,460,744) | (1,368,562) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (4,134) | (180,451) |
Prepayment for property and equipment | (35,209) | |
Advance on note receivable | (300,000) | |
Purchase of long-term investment in SAFE | (350,000) | |
Net proceeds from sale of warrants | 5,640,000 | |
Repayment of loan provided to related party | 21,166 | 23,715 |
Payment for acquisition of subsidiary, net of cash acquired | (724,910) | |
Net cash flows provided by (used in) investing activities | 5,271,823 | (1,181,646) |
Cash flows from financing activities: | ||
Payments for finance leases | (8,526) | (11,243) |
Proceeds from short-term debt | 68,138 | |
Repayment of short-term and long-term debts | (281,451) | (411,923) |
Repayment of insurance premium financing | (60,201) | (149,250) |
Net proceeds from factoring arrangement | 328,967 | |
Net repayment of factoring arrangement | (242,008) | |
Payments for debt issuance costs | (448) | |
Distribution of dividends | (417,283) | |
Capital contribution from non-controlling shareholder | 67,195 | |
Net cash flows used in financing activities | (874,136) | (243,897) |
Effect of exchange rate changes | (143,073) | (144,480) |
Net change in cash and cash equivalents | 2,793,870 | (2,938,585) |
Cash and cash equivalents - beginning of the period | 1,012,479 | 7,177,326 |
Cash and cash equivalents - end of the period | 3,806,349 | 4,238,741 |
Supplemental cash flow disclosures: | ||
Interest paid | 74,063 | 40,083 |
Income taxes paid | 117,524 | |
Non-cash investing and financing transactions: | ||
Operating lease right-of-use assets obtained in exchange for operating lease liabilities | 125,735 | |
Insurance premium financing | 172,689 | 389,035 |
Liabilities assumed in connection with purchase of property and equipment | 2,199 | |
Common shares issued for acquisition of subsidiary | 3,150,000 | |
Warrants converted to marketable securities | 223,481 | 1,257,868 |
Nonrelated Party [Member] | ||
Changes in assets and liabilities: | ||
Accounts payable and accrued expenses – related party | 272,375 | (8,359) |
Related Party [Member] | ||
Changes in assets and liabilities: | ||
Accounts payable and accrued expenses – related party | $ 21,956 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure [Table] | ||||
Net Income (Loss) | $ (1,951,100) | $ (911,800) | $ (3,284,450) | $ 970,489 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS HeartCore Enterprises, Inc. (“HeartCore USA” or the “Company”), a holding company, was incorporated under the laws of the State of Delaware on May 18, 2021. On July 16, 2021, the Company executed a Share Exchange Agreement with certain shareholders of HeartCore Co., Ltd. (“HeartCore Japan”), a company that was incorporated in Japan on June 12, 2009. Pursuant to the terms of the Share Exchange Agreement, the Company issued 15,999,994 10,706 10,984 97.5 278 The share exchange on July 16, 2021 has been accounted for as a recapitalization between entities under common control since the same controlling shareholders controlled these two entities before and after the transaction. The consolidation of the Company and its subsidiary has been accounted for at historical cost and prepared on the basis as if the transaction had become effective as of the beginning of the earliest period presented in the accompanying unaudited consolidated financial statements. The Company, via its wholly-owned operating subsidiary, HeartCore Japan, is mainly engaged in the business of developing and sales of comprehensive software. Beginning from early 2022, HeartCore USA is engaged in the business of providing consulting services to Japanese companies with intention to go public in the United States capital market. On September 6, 2022, HeartCore USA entered into a share exchange and purchase agreement (“Sigmaways Agreement”) to acquire 51 In January 2023, HeartCore USA incorporated a wholly-owned subsidiary, HeartCore Financial, Inc. (“HeartCore Financial”), under the laws of the State of Delaware. HeartCore Financial is engaged in the business of providing financial consulting services. In February 2023, HeartCore USA incorporated a wholly-owned subsidiary, HeartCore Capital Advisors, Inc. (“HeartCore Capital Advisors”), in Japan. HeartCore Capital Advisors is engaged in the business of providing financial consulting services to Japanese companies. In November 2023, HeartCore Japan established a 51 On November 17, 2023, HeartCore Japan and HeartCore Capital Advisors entered into a merger agreement to merge the two entities into one with HeartCore Japan being the surviving entity. On January 1, 2024, the merger was completed and HeartCore Capital Advisors transferred all of its assets and liabilities to HeartCore Japan. The merger has been accounted for as a recapitalization between entities under common control since the same controlling shareholders controlled the two entities before and after the transaction. In April 2024, HeartCore Financial incorporated a branch office, HeartCore Financial, Inc. – Japan Branch Office (“HeartCore Financial – Japan”), in Japan. HeartCore Financial – Japan is engaged in the business of providing financial consulting services. HeartCore USA, HeartCore Japan, Sigmaways, Sigmaways B.V., Sigmaways Technologies, HeartCore Financial, HeartCore Capital Advisors, HeartCore Luvina and HeartCore Financial – Japan are hereafter referred to as the Company. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The unaudited consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated. These unaudited interim consolidated financial statements do not include all of the information and disclosure required by the U.S. GAAP for complete financial statements. Interim results are not necessarily indicative of results for a full year. In the opinion of management, all adjustments consisting of normal recurring nature considered necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods have been included. The unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2023. Correction of Error in Previously Issued Financial Statements During the review of the Company’s consolidated financial statements for the six months ended June 30, 2024, the Company identified an error in the consolidated statement of cash flows in the consolidated financial statements for the three months ended March 31, 2024 due to a misclassification between operating and investing activities for the net proceeds received from sale of warrants, and corrected such error through a cumulative out-of-period adjustment in the consolidated statement of cash flows for the six months ended June 30, 3024. The change in prepaid expenses and change in other liabilities in the operating cash flows for the three months ended March 31, 2024 should have been $ 102,028 60,658 (3,257,972) 5,060,658 1,640,000 1,640,000 1,640,000 In accordance with the SEC’s Staff Accounting Bulletin Nos. 99 and 108 (SAB 99 and SAB 108), the Company evaluated this error and, based on analysis of quantitative and qualitative factors, determined that the error is not material to the previously issued financial statements and the cumulative out-of-period adjustment for the correction of this error is not material to the financial statements for the six months ended June 30, 2024. Therefore, as permitted by SAB108, the Company corrected such error in the current filing through a cumulative out-of-period adjustment in the consolidated statement of cash flows for the six months ended June 30, 3024. Use of Estimates In preparing the unaudited consolidated financial statements in conformity U.S. GAAP, the management is required to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on information available as of the date of the unaudited consolidated financial statements. Significant estimates required to be made by management include, but are not limited to, the allowance for credit losses, useful lives of property and equipment and intangible asset, the impairment of long-lived assets and goodwill, valuation of stock-based compensation, valuation allowance of deferred tax assets, implicit interest rate of operating and finance leases, valuation of asset retirement obligations, valuation of investment in warrants, revenue recognition and purchase price allocation with respect to business combination. Actual results could differ from those estimates. Asset Retirement Obligations Pursuant to the lease agreements for the office space, the Company is responsible to restore these spaces back to its original statute at the time of leaving. The Company recognizes an obligation related to these restorations as asset retirement obligation included in other non-current liabilities in the consolidated balance sheets, in accordance with the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) Topic 410, “Asset Retirement Obligation Accounting”. The Company capitalizes the associated asset retirement cost by increasing the carrying amount of the related property and equipment. The following table presents changes in asset retirement obligations: SCHEDULE OF CHANGES IN ASSET RETIREMENT OBLIGATIONS June 30, December 31, 2024 2023 Beginning balance $ 208,732 $ 138,018 Liabilities incurred - 83,821 Accretion expense 176 428 Liabilities settled (3,779 ) - Foreign currency translation adjustment (19,765 ) (13,535 ) Ending balance $ 185,364 $ 208,732 Software Development Costs Software development costs are expensed as incurred until the point the Company establishes technological feasibility. Technological feasibility is established upon completion of a detailed program design or the completion of a working model. Costs incurred by the Company between establishment of technological feasibility and the point at which the product is ready for general release are capitalized and amortized over the economic life of the related products. The Company’s software development costs incurred subsequent to achieving technological feasibility have not been significant and all software development costs have been expensed as incurred. In the six months ended June 30, 2024 and 2023, software development costs expensed as incurred amounted to $ 200,402 119,232 Investment in Warrants Investment in warrants represents stock warrants of its consulting service customers. The warrants are measured at fair value and any changes in fair value are recognized in other income (expenses). Investment in warrants is classified as long-term if the warrants are exercisable over one year after the date of receipt. Investments in Marketable Securities Investments in marketable securities represent equity securities registered for public sale with readily determinable fair value. The marketable securities were obtained through exercise of stock warrants of its consulting service customers and measured at fair value with changes in fair value recognized in other income (expenses). Investment in Equity Securities Investment in equity securities represents investment in a privately held entity that does not have a readily determinable fair value or report net asset value. Investment in equity securities is accounted for using a measurement alternative, under which this investment is measured at cost, adjusted for observable price changes and impairments, with changes recognized in other income (expenses). Investment in equity securities is classified as long-term if the Company anticipates to dispose of the investment over one year after the date of receipt based on information available as of the date the unaudited consolidated financial statements are issued. The Company did not recognize any impairment loss on investment in equity securities for the six months ended June 30, 2024. Investment in SAFE Investment in SAFE represents investment in a privately held entity that does not have a readily determinable fair value or report net asset value through a simple agreement for future equity (“SAFE”). Investment in SAFE is accounted for using a measurement alternative, under which this investment is measured at cost, adjusted for observable price changes and impairments, with changes recognized in other income (expenses). Investment in SAFE is classified as long-term if the Company anticipates the equity financing or dissolution or liquidity event prescribed in the SAFE to take place over one year after the date of receipt based on information available as of the date the unaudited consolidated financial statements are issued. The Company did not recognize any impairment loss on investment in SAFE for the six months ended June 30, 2024. Intangible Asset, Net Intangible asset represents the customer relationship acquired from business acquisition of Sigmaways and its subsidiaries. The acquired intangible asset is recognized and measured at fair value at the time of acquisition and is amortized on a straight-line basis over the estimated economic useful life of the respective asset. The estimated useful life of the customer relationship is 8 years Impairment of Long-Lived Assets Other Than Goodwill Long-lived assets with finite lives, primarily property and equipment, operating lease right-of-use assets and intangible asset, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the estimated cash flows from the use of the asset and its eventual disposition are below the asset’s carrying value, then the asset is deemed to be impaired and written down to its fair value. There were no impairments of these assets during the six months ended June 30, 2024 and 2023. Goodwill Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in a business combination. In accordance with ASC Topic 350, “Intangibles – Goodwill and Others”, goodwill is subject to at least an annual assessment for impairment or more frequently if events or changes in circumstances indicate that an impairment may exist, applying a fair-value based test. Fair value is generally determined using a discounted cash flow analysis. Foreign Currency Translation The functional currency of HeartCore Japan, HeartCore Capital Advisors and HeartCore Financial – Japan is the Japanese Yen (“JPY”). The functional currency of HeartCore USA, HeartCore Financial and Sigmaways is the United States Dollar (“US$”). The functional currency of Sigmaways B.V. is the Euro (“EUR”). The functional currency of Sigmaways Technologies is the Canada Dollar (“CAD”). The functional currency of HeartCore Luvina is the Vietnam Dong (“VND”). Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the unaudited consolidated statements of operations and comprehensive income (loss). The reporting currency of the Company is the US$, and the accompanying unaudited consolidated financial statements have been expressed in US$. In accordance with ASC Topic 830-30, “Translation of Financial Statements”, assets and liabilities of the Company whose functional currency is not US$ are translated into US$, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from the translation of financial statements are recorded as a separate component of accumulated other comprehensive income within the unaudited consolidated statements of changes in shareholders’ equity. Revenue Recognition The Company recognizes revenues under ASC Topic 606, “Revenue from Contracts with Customers”. To determine revenue recognition for contracts with customers, the Company performs the following five steps: (i) identify the contract(s) with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation. Revenues amount represents the invoiced value, net of a value-added tax (“Consumption Tax”) and applicable local government levies. The Consumption Tax on sales are calculated at 10% of gross sales in Japan and Vietnam, 5% of gross sales in Canada, 21% of gross sales in Netherlands and nil of gross sales in the United States. The Company currently generates its revenue from the following main sources: Revenues from On-Premise Software Licenses for on-premise software provide the customers with a right to use the software as it exists when made available to the customers. The Company provides on-premise software in the form of both perpetual licenses and term-based licenses which grant the customers with the right for a specified term. Revenues from on-premise licenses are recognized upfront at the point in time when the software is made available to the customers. Licenses for on-premise software are typically sold to the customers with maintenance and support services in a bundle. Revenues under the bundled arrangements are allocated based on the relative standalone selling prices (“SSP”) of on-premise software and maintenance and support service. The SSP for maintenance and support services is estimated based upon observable transactions when those services are sold on a standalone basis. The SSP of on-premise software is typically estimated using the residual approach as the Company is unable to establish the SSP for on-premise licenses based on observable prices given the same products are sold for a broad range of amounts (that is, the selling price is highly variable) and a representative SSP is not discernible from past transactions or other observable evidence. Revenues from Maintenance and Support Services Maintenance and support services provided with software licenses consist of trouble shooting, technical support and the right to receive unspecified software updates when and if available during the subscription. Revenues from maintenance and support services are recognized over time as such services are performed. Revenues for consumption-based services are generally recognized as the services are performed and accepted by the customers. Revenues from Software as a Service (“SaaS”) The Company’s software is available for use as hosted application arrangements under subscription fee agreements without licensing the rights of the software to the customers. Subscription fees from these applications are recognized over time on a ratable basis over the customer agreement term beginning on the date the Company’s solution is made available to the customers. The subscription contracts are generally one year or less in length. Revenues from Software Development and Other Miscellaneous Services The Company provides customers with software development and support services pursuant to their specific requirements, which primarily compose of consulting, integration, training, custom application, and workflow development. The Company also provides other miscellaneous services, such as 3D Space photography. The Company generally recognizes revenues at a point in time when control is transferred to the customers and the Company is entitled to the payment, which is when the promised services are delivered and accepted by the customers. Revenues from Customized Software Development and Services The Company’s customized software development and services revenues primarily include revenues from providing software development solutions and other support services to its customers. The contract pricing is at stated billing rates per hour. These contracts are generally short-term in nature and not longer than one year in duration. For services provided under the contracts that result in the transfer of control over time, the underlying deliverable in the contracts is owned and controlled by the customers and does not create an asset with an alternative use to the Company. The Company recognizes revenues on rate per hour contracts based on the amount billable to the customers, as the Company has the right to invoice the customers in an amount that directly corresponds with the value to the customers of the Company’s performance to date. Revenues from Consulting Services The Company provides public listing related consulting services to customers pursuant to the specific requirements prescribed in the contracts, which primarily include communicating with intermediary parties, preparing required documents related to the initial public offering and supporting the listing process. The consulting service contracts normally include both cash and noncash considerations. Cash consideration is paid in installment payments and is recognized in revenues over the period of the contract by reference to progress toward complete satisfaction of that performance obligation. Noncash consideration is in the form of warrants of the customers and is measured at fair value at contract inception. Noncash consideration that is variable for reasons other than only the form of the consideration is included in the transaction price, but is subject to the constraint on variable consideration. The Company assesses the estimated amount of the variable noncash consideration at contract inception and subsequently, to determine when and to what extent it is probable that a significant reversal in the amount of cumulative revenues recognized will not occur once the uncertainty associated with the variable consideration is subsequently resolved. Only when the significant revenues reversal is concluded probable of not occurring can variable consideration be included in revenues. Based on evaluation of likelihood and magnitude of a reversal in applying the constraint, the variable noncash consideration is recognized in revenues until the underlying uncertainties have been resolved. The Company records reduction to revenues for estimated customer returns and allowances. The Company bases its estimates on historical rates of customer returns and allowances as well as the specific identification of outstanding returns. The actual amount of customer returns and allowances, which is inherently uncertain, may differ from the Company’s estimates. If the Company determines that actual or expected returns or allowances are significantly higher or lower than the reserves it established, it would record a reduction or increase, as appropriate, to revenues in the period in which it makes such a determination. Reserves for customer refunds are included within other current liabilities or other non-current liabilities on the consolidated balance sheets. At a minimum, the Company reviews and refines these estimates on a quarterly basis. The timing of revenue recognition may differ from the timing of invoicing to the customers. The Company has determined that its contracts do not include a significant financing component. The Company records a contract asset, which is included in accounts receivable, current or non-current, in the consolidated balance sheets, when revenues are recognized prior to invoicing. The Company factors certain accounts receivable upon or after the performance obligation is being met. The Company records deferred revenue in the consolidated balance sheets when revenues are recognized subsequent to cash collection for an invoice. Deferred revenue is reported net of related uncollected deferred revenue in the consolidated balance sheets. The amount of revenues recognized during the six months ended June 30, 2024 and 2023 that were included in the opening deferred revenue balance was approximately $ 1.5 1.3 Disaggregation of Revenues The Company disaggregates its revenues from contracts by product/service types, as the Company believes it best depicts how the nature, amount, timing and uncertainty of the revenues and cash flows are affected by economic factors. The Company’s disaggregation of revenues by revenue stream for the three and six months ended June 30, 2024 and 2023 is as following: SCHEDULE OF DISAGGREGATION OF REVENUES For the Three Months For the Six Months 2024 2023 2024 2023 Revenues from on-premise software $ 575,424 $ 704,268 $ 1,654,160 $ 1,061,189 Revenues from maintenance and support services 549,284 874,725 1,177,048 1,576,199 Revenues from software as a service (“SaaS”) 152,248 177,529 291,948 348,573 Revenues from software development and other miscellaneous services 516,561 406,455 964,019 1,086,796 Revenues from customized software development and services 2,122,059 2,294,953 4,299,652 3,926,572 Revenues from consulting services 150,812 637,443 726,293 5,830,194 Total revenues $ 4,066,388 $ 5,095,373 $ 9,113,120 $ 13,829,523 The Company’s disaggregation of revenues by product/service is as following: For the Three Months For the Six Months 2024 2023 2024 2023 Revenues from customer experience management platform $ 1,420,584 $ 1,725,872 $ 3,480,173 $ 3,292,309 Revenues from process mining 101,307 188,555 174,462 290,756 Revenues from robotic process automation 102,373 127,283 158,564 213,469 Revenues from task mining 107,362 95,679 153,220 202,767 Revenues from customized software development and services 2,122,059 2,294,953 4,299,652 3,926,572 Revenues from consulting services 150,812 637,443 726,293 5,830,194 Revenues from others 61,891 25,588 120,756 73,456 Total revenues $ 4,066,388 $ 5,095,373 $ 9,113,120 $ 13,829,523 As of June 30, 2024 and 2023, and for the periods then ended, the majority of the long-lived assets (excluding intangible asset) and revenues generated were attributed to the Company’s operation in Japan. Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist primarily of accounts receivable, note receivable and other receivable. The Company usually does not require collateral or other security to support these receivables. The Company conducts periodic reviews of the financial condition and payment practices of its customers to minimize collection risk on accounts receivable. For the six months ended June 30, 2024, customer A represents 13.7 18.2 12.8 11.8 For the six months ended June 30, 2024, no vendor accounts for more than 10% of the Company’s total purchases. For the six months ended June 30, 2023, vendor A and B represent 60.9 22.7 Stock-based Compensation The Company accounts for stock-based compensation awards in accordance with ASC Topic 718, “Compensation – Stock Compensation”. The cost of services received from employees and non-employees in exchange for awards of equity instruments is recognized in the unaudited consolidated statements of operations and comprehensive income (loss) based on the estimated fair value of those awards on the grant date and amortized on a straight-line basis over the requisite service period or vesting period. The Company records forfeitures as they occur. Business Combinations The Company accounts its business combinations using the acquisition method of accounting in accordance with ASC Topic 805. The purchase price of the acquisition is allocated to the tangible assets, liabilities, identifiable intangible asset acquired and non-controlling interests, if any, based on their estimated fair values as of the acquisition date. The excess of the purchase price over those fair values is recorded as goodwill. Acquisition-related expenses are expensed as incurred. Consideration transferred in a business combination is measured at the fair value as of the date of acquisition. Where the consideration in an acquisition includes contingent consideration, and the payment of which depends on the achievement of certain specified conditions post-acquisition, the contingent consideration is recognized and measured at its fair value at the acquisition date and is recorded as a liability. It is subsequently carried at fair value with changes in fair value reflected in earnings. In a business combination achieved in stages, the Company remeasures the previously held equity interest in the acquiree immediately before obtaining control at its acquisition-date fair value and the remeasurement gain or loss, if any, is recognized in the unaudited consolidated statements of operations and comprehensive income (loss). Fair value is determined based upon the guidance of ASC Topic 820, “Fair Value Measurements and Disclosures”, and generally are determined using Level 2 inputs and Level 3 inputs. The determination of fair value involves the use of significant judgments and estimates. The Company utilizes the assistance of a third-party valuation appraiser to determine the fair value as of the date of acquisition. Fair Value Measurements The Company performs fair value measurements in accordance with ASC Topic 820. 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. ASC Topic 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. An asset’s or a liability’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC Topic 820 establishes three levels of inputs that may be used to measure fair value: ● Level 1: quoted prices in active markets for identical assets or liabilities; ● Level 2: inputs other than Level 1 that are observable, either directly or indirectly; or ● Level 3: unobservable inputs that are supported by little or no market activity and that are significant to the fair values of the assets or liabilities. As of June 30, 2024 and December 31, 2023, the carrying values of current assets, except for investments in marketable securities, and current liabilities approximated their fair values reported in the consolidated balance sheets due to the short-term maturities of these instruments. Assets measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023 are summarized below (also see NOTE 6): SCHEDULE OF ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS Fair Value Measurements as of June 30, 2024 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) Fair Value at June 30, 2024 Investments in marketable securities 435,498 - - 435,498 Long-term investment in warrants - - 543,120 543,120 Fair Value Measurements as of December 31, 2023 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) Fair Value at December 31, 2023 Investments in marketable securities 642,348 - - 642,348 Long-term investment in warrants - - 2,004,308 2,004,308 Recent Accounting Pronouncements In November 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. ASU No. 2023-09 is effective for public companies for annual reporting periods beginning after December 15, 2023, on a retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact of this ASU on its unaudited consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures, to enhance the transparency and decision usefulness of income tax disclosures, primarily related to the rate reconciliation and income taxes paid information. ASU No. 2023-09 is effective for public companies for annual reporting periods beginning after December 15, 2024, on a prospective basis. For all other entities, it is effective for annual reporting periods beginning after December 15, 2025, on a prospective basis. Early adoption is permitted. The Company is currently evaluating the impact of this ASU on its unaudited consolidated financial statements and related disclosures. |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 6 Months Ended |
Jun. 30, 2024 | |
Credit Loss [Abstract] | |
ACCOUNTS RECEIVABLE | NOTE 3 – ACCOUNTS RECEIVABLE Accounts receivable consist of the following: SCHEDULE OF ACCOUNTS RECEIVABLE NET June 30, December 31, 2024 2023 Accounts receivable – non-factored $ 2,760,310 $ 2,060,915 Accounts receivable – factored with recourse 320,759 562,767 Total accounts receivable, gross 3,081,069 2,623,682 Less: allowance for credit losses - - Total accounts receivable 3,081,069 2,623,682 Less: current portion (2,440,872 ) (2,623,682 ) Accounts receivable , non-current $ 640,197 $ - |
PREPAID EXPENSES
PREPAID EXPENSES | 6 Months Ended |
Jun. 30, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES | NOTE 4 – PREPAID EXPENSES Prepaid expenses consist of the following: SCHEDULE OF PREPAID EXPENSES June 30, December 31, 2024 2023 Prepayments to software and consulting services vendors $ 189,168 $ 199,376 Prepaid marketing and consulting fees 34,269 92,546 Prepaid subscription fees 49,080 95,971 Prepaid insurance premium 152,678 72,668 Referral fee paid in advance 3,360,000 - Others 92,259 76,304 Total $ 3,877,454 $ 536,865 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 – RELATED PARTY TRANSACTIONS As of June 30, 2024 and December 31, 2023, the Company has a due to related party balance of $ 140 1,476 1,246 4,214 As of June 30, 2024 and December 31, 2023, the Company has a loan receivable balance of $ 185,769 227,704 1.475 21,166 23,715 During the six months ended June 30, 2024, the Company engaged Luvina Software Joint Stock Company, the non-controlling interest shareholder of HeartCore Luvina, for software development and other support services in the amount of $ 31,590 21,579 nil |
INVESTMENTS
INVESTMENTS | 6 Months Ended |
Jun. 30, 2024 | |
Investments, All Other Investments [Abstract] | |
INVESTMENTS | NOTE 6 – INVESTMENTS Investment in SAFE On April 17, 2024, the Company entered into a simple agreement for future equity (“ 350,000 15% 350,000 350,000 Investment in Equity Securities On May 2, 2023, the Company purchased a $ 300,000 8 1) the date of the closing of capital-raising transactions in the amount of $300,000 or more consummated by the promissory note issuer, 2) the date on which the promissory note issuer completes its initial public offering on the Nasdaq Capital Market or New York Stock Exchange, or 3) 180 days following the note issuance. The interest rate would be 12 600,000 Investment in Warrants The Company received warrants from its customers as noncash consideration from consulting services. The warrants are not registered for public sale and are initially measured at fair value at contract inception. The Company’s investment in warrants is measured on a recurring basis and carried on the balance sheets at an estimated fair value at the end of the period. The valuation of investment in warrants is determined using the Black-Scholes model based on the stock price, exercise price, expected volatility, time to maturity, and a risk-free interest rate for the term of the warrants exercise. The following table summarizes the Company’s investment in warrants activities for the six months ended June 30, 2024 and 2023: SCHEDULE OF INVESTMENT IN WARRANTS ACTIVITY For the Six Months Ended June 30, 2024 2023 Fair value of investment in warrants at beginning of the period $ 2,004,308 $ - Warrants received as noncash consideration - 4,009,335 Changes in fair value of investment in warrants (1,237,707 ) 166,107 Warrants converted to marketable securities ( 223,481 ) (1,257,868 ) Fair value of investment in warrants at end of the period $ 543,120 $ 2,917,574 Investments in Marketable Securities The Company’s investments in marketable securities represent stocks received upon the exercise of warrants described above. They are registered for public sale with readily determinable fair values, and are measured at quoted prices on a recurring basis at the end of the period. The following table summarizes the Company’s investments in marketable securities activities for the six months ended June 30, 2024 and 2023: SCHEDULE OF INVESTMENTS IN MARKETABLE SECURITIES For the Six Months Ended June 30, 2024 2023 Fair value of investments in marketable securities at beginning of the period $ 642,348 $ - Warrants converted to marketable securities 223,481 1,257,868 Changes in fair value of investments in marketable securities (430,331 ) (229,022 ) Marketable securities sold - - Fair value of investments in marketable securities at end of the period $ 435,498 $ 1,028,846 |
LONG-TERM NOTE RECEIVABLE
LONG-TERM NOTE RECEIVABLE | 6 Months Ended |
Jun. 30, 2024 | |
Receivables [Abstract] | |
LONG-TERM NOTE RECEIVABLE | NOTE 7 – LONG-TERM NOTE RECEIVABLE On September 1, 2023, the Company purchased a $ 300,000 4 September 2, 2026 10 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 8 – PROPERTY AND EQUIPMENT, NET Property and equipment, net consist of the following: SCHEDULE OF PROPERTY AND EQUIPMENT NET June 30, December 31, 2024 2023 Leasehold improvements $ 444,237 $ 496,810 Machinery and equipment 648,113 706,145 Vehicle 81,301 89,859 Software 136,287 150,633 Subtotal 1,309,938 1,443,447 Less: accumulated depreciation (669,151 ) (679,717 ) Property and equipment, net $ 640,787 $ 763,730 Depreciation expenses are $ 56,196 40,472 |
INTANGIBLE ASSET, NET
INTANGIBLE ASSET, NET | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSET, NET | NOTE 9 – INTANGIBLE ASSET, NET Intangible asset, net is as follows: SCHEDULE OF INTANGIBLE ASSETS June 30, December 31, 2024 2023 Customer relationship $ 5,100,000 $ 5,100,000 Less: accumulated amortization (903,125 ) (584,375 ) Intangible asset, net $ 4,196,875 $ 4,515,625 Amortization expenses are $ 318,750 265,625 As of June 30, 2024, the future estimated amortization cost for intangible asset is as follows: SCHEDULE OF AMORTIZATION INTANGIBLE ASSET Estimated Year Ended December 31, Amortization Remaining of 2024 $ 318,750 2025 637,500 2026 637,500 2027 637,500 2028 637,500 Thereafter 1,328,125 Total $ 4,196,875 |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2024 | |
Leases | |
LEASES | NOTE 10 – LEASES The Company has entered into six leases for its office space, one of which was terminated in February 2024, and these leases were classified as operating leases. It has also entered into a lease for office equipment, and two leases for vehicles, one of which was terminated in September 2023, and these leases were classified as finance leases. Right-of-use assets of these finance leases in the amount of $ 69,106 85,613 Operating lease expenses for lease payments are recognized on a straight-line basis over the lease term. Finance lease costs include amortization, which are recognized on a straight-line basis over the expected life of the leased assets, and interest expenses, which are recognized following an effective interest rate method. Leases with initial term of twelve months or less are not recorded in the consolidated balance sheets. The components of lease costs are as follows: SCHEDULE OF LEASE COSTS For the Six Months Ended June 30, 2024 2023 Finance lease costs Amortization of right-of-use assets $ 8,733 $ 10,902 Interest on lease liabilities 499 86 Total finance lease costs 9,232 10,988 Operating lease costs 198,701 176,809 Total lease costs $ 207,933 $ 187,797 The following table presents supplemental information related to the Company’s leases: SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO COMPANY’S LEASES For the Six Months Ended June 30, 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ 499 $ 86 Operating cash flows from operating leases 206,648 164,317 Financing cash flows from finance leases 8,526 11,243 Operating lease right-of-use assets obtained in exchange for operating lease liabilities 125,735 - Weighted average remaining lease term (years) Finance leases 4.3 0.3 Operating leases 7.2 8.7 Weighted average discount rate (per annum) Finance leases 1.32 % 1.32 % Operating leases 1.37 % 1.32 % As of June 30, 2024, the future maturity of lease liabilities is as follows: SCHEDULE OF FINANCE LEASE AND OPERATING LEASE FUTURE MATURITY OF LEASE LIABILITIES Year Ended December 31, Finance Lease Operating Lease Remaining of 2024 $ 8,394 $ 198,991 2025 16,787 373,470 2026 16,787 303,852 2027 16,787 261,809 2028 11,192 261,809 Thereafter - 870,248 Total lease payments 69,947 2,270,179 Less: imputed interest (1,900 ) (106,835 ) Total lease liabilities 68,047 2,163,344 Less: current portion (15,992 ) (358,377 ) Non-current lease liabilities $ 52,055 $ 1,804,967 Pursuant to the operating lease agreements, the Company made security deposits to the lessors. The security deposits amount to $ 310,833 348,428 |
OTHER LIABILITIES
OTHER LIABILITIES | 6 Months Ended |
Jun. 30, 2024 | |
Other Liabilities Disclosure [Abstract] | |
OTHER LIABILITIES | NOTE 11 – OTHER LIABILITIES Other current liabilities consist of the following: SCHEDULE OF OTHER CURRENT LIABILITIES June 30, December 31, 2024 2023 Accrued consumption taxes $ 203,070 $ 143,702 Advance received for warrants sale * 9,000,000 - Others 57,942 72,703 Total other current liabilities $ 9,261,012 $ 216,405 * On February 29, 2024, the Company entered into a warrants transfer agreement with a non-related company to sell partial of the warrants it received from a customer (“Consulting Customer”) as noncash consideration from consulting services for $ 9,000,000 in cash. The Company received $ 9,000,000 during the six months ended June 30, 2024 and recorded it in other current liabilities as the warrants to be transferred are exercisable upon its Consulting Customer’s consummation of the Merger with a special purpose acquisition company or the occurrence of other fundamental events defined in the warrant agreement it had with the Consulting Customer. Other non-current liabilities consist of the following: SCHEDULE OF OTHER NON-CURRENT LIABILITIES June 30, December 31, 2024 2023 Asset retirement obligations $ 185,364 $ 208,732 Customer refund liability ** 500,000 - Total other non-current liabilities $ 685,364 $ 208,732 ** On June 28, 2024, the Company entered into a settlement agreement with a customer, pursuant to which the consulting service agreement with the customer was terminated and the Company will refund $ 500,000 |
FACTORING LIABILITY
FACTORING LIABILITY | 6 Months Ended |
Jun. 30, 2024 | |
Factoring Liability | |
FACTORING LIABILITY | NOTE 12 – FACTORING LIABILITY Sigmaways, the subsidiary acquired by the Company in February 2023, entered into a Factoring and Security Agreement (the “Factoring Agreement”) with The Southern Bank Company, an unrelated factor (the “Factor”), in 2017, for the purpose of factoring certain accounts receivable. Under the terms of the Factoring Agreement, the Company may offer for sale, and the Factor may purchase in its sole discretion, certain accounts receivable of the Company (the “Purchased Receivable”). The Factoring Agreement provided for a maximum of $ 850,000 Selected accounts receivable is submitted to the Factor, and the Company receives 90 The Factoring Agreement specifies that eligible accounts receivable is factored with recourse. Under the terms of the recourse provision, the Company is required to reimburse the Factor, upon demand, for Purchased Receivable that is not paid on time by the customers. The performance of all obligations and payments to the Factor is personally guaranteed by Prakash Sadasivam, CEO of Sigmaways and Chief Strategy Officer (“CSO”) of the Company, and secured by all Sigmaways’ now owned and hereafter assets and any sums maintained by the Factor that are identified as payable to the Company. The Factoring Agreement has an initial term of twelve months and automatically renews for successive twelve-month renewal periods unless terminated pursuant to the terms of the Factoring Agreement. The Company may terminate the Factoring Agreement with sixty days’ written notice to the Factor and is subject to certain early termination fee. The Factoring Agreement contained covenants that are customary for accounts receivable-based factoring agreements and also contained provisions relating to events of default that are customary for agreements of this type. As of June 30, 2024 and December 31, 2023, there was $ 320,759 562,767 30,786 41,611 |
INSURANCE PREMIUM FINANCING
INSURANCE PREMIUM FINANCING | 6 Months Ended |
Jun. 30, 2024 | |
Insurance [Abstract] | |
INSURANCE PREMIUM FINANCING | NOTE 13 – INSURANCE PREMIUM FINANCING In January 2024, the Company entered into an insurance premium financing agreement with BankDirect Capital Finance for $ 172,689 13.9 eleven months from February 1, 2024, payable in eleven monthly installments of principal and interest. In January 2023, the Company entered into an insurance premium financing agreement with BankDirect Capital Finance for $ 389,035 16.04 ten months from February 1, 2023, payable in ten monthly installments of principal and interest. As of June 30, 2024 and December 31, 2023, the balances of the insurance premium financing were $ 112,488 nil 7,044 18,033 |
DEBTS
DEBTS | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
DEBTS | NOTE 14 – DEBTS Short-term Debt The Company’s short-term debt represents a loan borrowed from a financial institution as follows: SCHEDULE OF SHORT-TERM DEBTS Name of Financial Original Loan Annual Balance as of Balance as of Biz Forward Co., Ltd. JPY 19,280,001 (a) 12/26/2023 – 1/31/2024 36.840 % $ - $ 135,937 (a) The loan is secured by accounts receivable of HeartCore Japan in the amount of JPY 23,882,562 Long-term Debts The Company’s long-term debts included bond payable and loans borrowed from banks and financial institutions, which consist of the following: SCHEDULE OF LONG-TERM DEBTS Name of Original Amount Loan Annual Balance as of Balance as of Bond payable Corporate bond issued through Resona Bank, Limited JPY 100,000,000 (b)(d) 1/10/2019 – 1/10/2024 0.430 % $ - $ 70,507 Loans with banks and financial institutions Resona Bank, Limited JPY 50,000,000 (b)(c) 12/29/2017 – 12/29/2024 0.675 % 49,470 54,678 Resona Bank, Limited JPY 10,000,000 (b)(c) 9/30/2020 – 9/30/2027 1.000 % 34,945 38,624 Resona Bank, Limited JPY 40,000,000 (b)(c) 9/30/2020 – 9/30/2027 1.000 % 139,781 154,495 Resona Bank, Limited JPY 20,000,000 (b)(c) 11/13/2020 – 10/31/2027 1.600 % 71,408 78,925 Sumitomo Mitsui Banking Corporation JPY 100,000,000 (b) 12/28/2018 – 7/1/2024 1.475 % 10,507 11,612 Sumitomo Mitsui Banking Corporation JPY 10,000,000 (b)(c) 12/30/2019 – 12/30/2026 1.975 % 28,113 31,072 Sumitomo Mitsui Banking Corporation JPY 10,000,000 (b)(c) 10/4/2023 – 9/30/2028 0.600 % 61,661 68,152 Sumitomo Mitsui Banking Corporation JPY 10,000,000 (b)(c) 10/4/2023 – 9/30/2028 0.000 % 61,661 68,152 The Shoko Chukin Bank, Ltd. JPY 50,000,000 7/27/2020 – 6/30/2027 1.290 % 165,859 183,319 The Shoko Chukin Bank, Ltd. JPY 30,000,000 7/25/2023 – 6/30/2028 Tokyo Interbank Offered Rate + 1.950 % 175,108 197,137 Japan Finance Corporation JPY 80,000,000 11/17/2020 – 11/30/2027 0.210 % 295,994 327,152 Higashi-Nippon Bank JPY 30,000,000 (b) 3/31/2022 – 3/31/2025 1.400 % 84,205 93,070 Higashi-Nippon Bank JPY 30,000,000 (b)(c) 10/11/2023 – 9/30/2028 1.450 % 184,996 204,471 First Home Bank $ 350,000 (e) 4/18/2019 – 4/18/2029 Wall Street Journal U.S. Prime Rate + 2.750 % 212,893 229,007 U.S. Small Business Administration $ 350,000 (e) 5/30/2020 – 5/30/2050 3.750 % 350,000 350,000 Aggregate outstanding principal balances 1,926,601 2,160,373 Less: unamortized debt issuance costs (14,303 ) (18,238 ) Less: current portion (508,729 ) (371,783 ) Non-current portion $ 1,403,569 $ 1,770,352 (b) These debts are guaranteed by Sumitaka Yamamoto, the Company’s CEO and major shareholder. (c) These debts are guaranteed by Tokyo Credit Guarantee Association, and the Company has paid guarantee expenses for these debts. (d) The bond is guaranteed by Resona Bank, Limited. (e) These debts are guaranteed by Prakash Sadasivam, CEO of Sigmaways and CSO of the Company, and secured by all assets of Sigmaways. Interest expense for short-term debt and long-term debts was $ 2,929 32,942 nil 22,810 As of June 30, 2024, future minimum principal payments for long-term debts are as follows: SCHEDULE OF FUTURE MINIMUM LOAN PAYMENTS Principal Year Ended December 31, Payment Remaining of 2024 $ 260,702 2025 404,497 2026 360,339 2027 386,977 2028 177,502 Thereafter 336,584 Total $ 1,926,601 |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 15 – INCOME TAXES United States HeartCore USA, Sigmaways and HeartCore Financial, incorporated in the United States, are subject to federal income tax at 21 Netherlands Sigmaways B.V. is a company incorporated in Netherlands in November 2019. The first EUR200,000 of taxable income is subject to a statutory tax rate of 19 25.80 Canada Sigmaways Technologies is a company incorporated in British Columbia in Canada in August 2020. It is subject to income tax on income arising in, or derived from, the tax jurisdiction in British Columbia it operates. The basic federal rate of Part I tax is 38 28 15 2 12 Vietnam HeartCore Luvina is a company incorporated in Vietnam in November 2023. It is subject to standard income tax rate at 20 Japan The Company conducts its major businesses in Japan and is subject to tax in this jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the local tax authority. Income taxes in Japan applicable to the Company are imposed by the national, prefectural and municipal governments, and in the aggregate result in an effective statutory tax rate of approximately 34.59 For the six months ended June 30, 2024 and 2023, the Company’s income tax expense (benefit) are as follows: SCHEDULE OF INCOME TAX EXPENSES 2024 2023 For the Six Months Ended June 30, 2024 2023 Current $ 1,201 $ 114,686 Deferred (153,531 ) (75,240 ) Income tax expense (benefit) $ (152,330 ) $ 39,446 The effective tax rate was 3.97 4.78 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 16 – STOCK-BASED COMPENSATION Options On August 6, 2021, the Board of Directors and shareholders of the Company approved a 2021 Equity Incentive Plan (the “2021 Plan”), under which 2,400,000 shares of common shares are authorized for issuance. On February 3, 2023, the Company awarded options to purchase 100,000 1.17 50 February 3, 2033 On August 1, 2023, the Board of Directors of the Company approved a 2023 Equity Incentive Plan (the “2023 Plan”), under which 2,000,000 No The following table summarizes the stock options activity and related information for the six months ended June 30, 2024 and 2023: SCHEDULE OF STOCK OPTION ACTIVITY Number of Weighted Weighted Intrinsic As of January 1, 2023 1,466,500 $ 2.50 8.94 $ - Granted 100,000 1.17 9.61 - Exercised - - - - Forfeited (2,000 ) 2.50 - - As of June 30, 2023 1,564,500 $ 2.42 8.52 $ 26,000 As of January 1, 2024 1,547,000 $ 2.41 8.01 $ - Granted - - - - Exercised - - - - Forfeited (35,000 ) 2.42 - - As of June 30, 2024 1,512,000 $ 2.41 7.51 $ - Vested and exercisable as of June 30, 2024 813,250 $ 2.34 7.53 $ - The Company calculated the fair value of options granted in the six months ended June 30, 2023 using the Black-Scholes model. Significant assumptions used in the valuation include expected volatility, risk-free interest rate, dividend yield and expected exercise term. For the three and six months ended June 30, 2024, the Company recognized stock-based compensation related to options of $ 40,597 111,044 150,481 334,816 266,230 Restricted Stock Units (“RSUs”) On March 22, 2023, the Company entered into agreements with employees and service providers of Sigmaways and granted 671,350 691,491 The following table summarizes the RSUs activity for the six months ended June 30, 2024 and 2023: SCHEDULE OF RESTRICTED STOCK UNITS Number of Weighted Average Unvested as of January 1, 2023 85,820 $ 4.95 Granted 671,350 1.03 Vested (692,804 ) 1.15 Forfeited - - Unvested as of June 30, 2023 64,366 $ 4.95 Unvested as of January 1, 2024 64,366 $ 4.95 Granted - - Vested (21,454 ) 4.95 Forfeited - - Unvested as of June 30, 2024 42,912 $ 4.95 For the three and six months ended June 30, 2024, the Company recognized stock-based compensation related to RSUs of $ 15,445 36,710 28,684 759,577 64,400 |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 17 – SHAREHOLDERS’ EQUITY On February 1, 2023, 2,500,000 51 3,150,000 In November 2023, the Company established a 51 1,646.4 67,195 On March 29, 2024, the Board of Directors approved a dividend declaration of $ 0.02 shareholders of record at the close of business on April 26, 2024 417,283 As of June 30, 2024 and December 31, 2023, there were 20,864,144 20,842,690 No |
NET INCOME (LOSS) PER SHARE
NET INCOME (LOSS) PER SHARE | 6 Months Ended |
Jun. 30, 2024 | |
Net income (loss) per common share attributable to HeartCore Enterprises, Inc. | |
NET INCOME (LOSS) PER SHARE | NOTE 18 – NET INCOME (LOSS) PER SHARE Basic net income (loss) per share is calculated on the basis of weighted average outstanding common shares. Diluted net income (loss) per share is computed on the basis of basic weighted average outstanding common shares adjusted for the dilutive effect of stock options, RSUs and other dilutive securities. Common shares equivalents are determined by applying the treasury stock method to the assumed conversion of share repurchase liability to common shares related to the early exercised stock options and unvested RSUs, and are not included in the calculation of diluted income (loss) per share if their effect would be anti-dilutive. The computation of basic and diluted net income (loss) per share for the three and six months ended June 30, 2024 and 2023 is as follows: SCHEDULE OF COMPUTATION OF BASIC AND DILUTED EARNINGS (LOSS) PER SHARE 2024 2023 2024 2023 For the Three Months For the Six Months 2024 2023 2024 2023 Net income (loss) per share - basic and diluted Numerator Net income (loss) attributable to HeartCore Enterprises, Inc. common shareholders $ (1,951,100 ) $ (911,800 ) $ (3,284,450 ) $ 970,489 Denominator Weighted average number of common shares outstanding used in calculating net income (loss) per share 20,864,144 20,842,690 20,859,429 19,959,333 Net income (loss) per share - basic and diluted $ (0.09 ) $ (0.04 ) $ (0.16 ) $ 0.05 For the three and six months ended June 30, 2024 and 2023, the weighted average common shares outstanding are the same for basic and diluted net income (loss) per share calculations, as the inclusion of common share equivalents would have an anti-dilutive effect. |
BUSINESS COMBINATION
BUSINESS COMBINATION | 6 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
BUSINESS COMBINATION | NOTE 19 – BUSINESS COMBINATION On September 6, 2022, HeartCore USA entered into the Sigmaways Agreement to acquire 51 4,150,000 1,000,000 2,500,000 3,150,000 The total purchase price is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed and non-controlling interest based on their estimated fair values as of the acquisition date. The excess of the purchase price over those fair values is recorded as goodwill. The purchase price is allocated on the acquisition date as follows: SCHEDULE OF BUSINESS PURCHASE PRICE ALLOCATION Amount Current assets $ 2,066,683 Acquired intangible asset 5,100,000 Non-current assets 47,979 Current liabilities (1,146,900 ) Deferred tax liabilities (1,428,000 ) Non-current liabilities (576,203 ) Goodwill 3,276,441 Non-controlling interest (3,190,000 ) Total purchase consideration $ 4,150,000 The results of operations, financial position and cash flows of Sigmaways and its subsidiaries have been included in the Company’s unaudited consolidated financial statements since the date of acquisition. Pro forma results of operations for the business combination have not been presented because they are not material to the unaudited consolidated statements of operations and comprehensive income (loss). The Company’s policy is to perform its annual impairment testing on goodwill for its reporting unit on December 31 of each fiscal year or more frequently if events or changes in circumstances indicate that an impairment may exist. The Company did not recognize any impairment loss on goodwill for the six months ended June 30, 2024 and 2023. |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | NOTE 20 – SUBSEQUENT EVENT On July 22, 2024, the Board of Directors of the Company declared a cash dividend of $ 0.02 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The unaudited consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated. These unaudited interim consolidated financial statements do not include all of the information and disclosure required by the U.S. GAAP for complete financial statements. Interim results are not necessarily indicative of results for a full year. In the opinion of management, all adjustments consisting of normal recurring nature considered necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods have been included. The unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2023. |
Correction of Error in Previously Issued Financial Statements | Correction of Error in Previously Issued Financial Statements During the review of the Company’s consolidated financial statements for the six months ended June 30, 2024, the Company identified an error in the consolidated statement of cash flows in the consolidated financial statements for the three months ended March 31, 2024 due to a misclassification between operating and investing activities for the net proceeds received from sale of warrants, and corrected such error through a cumulative out-of-period adjustment in the consolidated statement of cash flows for the six months ended June 30, 3024. The change in prepaid expenses and change in other liabilities in the operating cash flows for the three months ended March 31, 2024 should have been $ 102,028 60,658 (3,257,972) 5,060,658 1,640,000 1,640,000 1,640,000 In accordance with the SEC’s Staff Accounting Bulletin Nos. 99 and 108 (SAB 99 and SAB 108), the Company evaluated this error and, based on analysis of quantitative and qualitative factors, determined that the error is not material to the previously issued financial statements and the cumulative out-of-period adjustment for the correction of this error is not material to the financial statements for the six months ended June 30, 2024. Therefore, as permitted by SAB108, the Company corrected such error in the current filing through a cumulative out-of-period adjustment in the consolidated statement of cash flows for the six months ended June 30, 3024. |
Use of Estimates | Use of Estimates In preparing the unaudited consolidated financial statements in conformity U.S. GAAP, the management is required to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on information available as of the date of the unaudited consolidated financial statements. Significant estimates required to be made by management include, but are not limited to, the allowance for credit losses, useful lives of property and equipment and intangible asset, the impairment of long-lived assets and goodwill, valuation of stock-based compensation, valuation allowance of deferred tax assets, implicit interest rate of operating and finance leases, valuation of asset retirement obligations, valuation of investment in warrants, revenue recognition and purchase price allocation with respect to business combination. Actual results could differ from those estimates. |
Asset Retirement Obligations | Asset Retirement Obligations Pursuant to the lease agreements for the office space, the Company is responsible to restore these spaces back to its original statute at the time of leaving. The Company recognizes an obligation related to these restorations as asset retirement obligation included in other non-current liabilities in the consolidated balance sheets, in accordance with the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) Topic 410, “Asset Retirement Obligation Accounting”. The Company capitalizes the associated asset retirement cost by increasing the carrying amount of the related property and equipment. The following table presents changes in asset retirement obligations: SCHEDULE OF CHANGES IN ASSET RETIREMENT OBLIGATIONS June 30, December 31, 2024 2023 Beginning balance $ 208,732 $ 138,018 Liabilities incurred - 83,821 Accretion expense 176 428 Liabilities settled (3,779 ) - Foreign currency translation adjustment (19,765 ) (13,535 ) Ending balance $ 185,364 $ 208,732 |
Software Development Costs | Software Development Costs Software development costs are expensed as incurred until the point the Company establishes technological feasibility. Technological feasibility is established upon completion of a detailed program design or the completion of a working model. Costs incurred by the Company between establishment of technological feasibility and the point at which the product is ready for general release are capitalized and amortized over the economic life of the related products. The Company’s software development costs incurred subsequent to achieving technological feasibility have not been significant and all software development costs have been expensed as incurred. In the six months ended June 30, 2024 and 2023, software development costs expensed as incurred amounted to $ 200,402 119,232 |
Investment in Warrants | Investment in Warrants Investment in warrants represents stock warrants of its consulting service customers. The warrants are measured at fair value and any changes in fair value are recognized in other income (expenses). Investment in warrants is classified as long-term if the warrants are exercisable over one year after the date of receipt. |
Investments in Marketable Securities | Investments in Marketable Securities Investments in marketable securities represent equity securities registered for public sale with readily determinable fair value. The marketable securities were obtained through exercise of stock warrants of its consulting service customers and measured at fair value with changes in fair value recognized in other income (expenses). |
Investment in Equity Securities | Investment in Equity Securities Investment in equity securities represents investment in a privately held entity that does not have a readily determinable fair value or report net asset value. Investment in equity securities is accounted for using a measurement alternative, under which this investment is measured at cost, adjusted for observable price changes and impairments, with changes recognized in other income (expenses). Investment in equity securities is classified as long-term if the Company anticipates to dispose of the investment over one year after the date of receipt based on information available as of the date the unaudited consolidated financial statements are issued. The Company did not recognize any impairment loss on investment in equity securities for the six months ended June 30, 2024. |
Investment in SAFE | Investment in SAFE Investment in SAFE represents investment in a privately held entity that does not have a readily determinable fair value or report net asset value through a simple agreement for future equity (“SAFE”). Investment in SAFE is accounted for using a measurement alternative, under which this investment is measured at cost, adjusted for observable price changes and impairments, with changes recognized in other income (expenses). Investment in SAFE is classified as long-term if the Company anticipates the equity financing or dissolution or liquidity event prescribed in the SAFE to take place over one year after the date of receipt based on information available as of the date the unaudited consolidated financial statements are issued. The Company did not recognize any impairment loss on investment in SAFE for the six months ended June 30, 2024. |
Intangible Asset, Net | Intangible Asset, Net Intangible asset represents the customer relationship acquired from business acquisition of Sigmaways and its subsidiaries. The acquired intangible asset is recognized and measured at fair value at the time of acquisition and is amortized on a straight-line basis over the estimated economic useful life of the respective asset. The estimated useful life of the customer relationship is 8 years |
Impairment of Long-Lived Assets Other Than Goodwill | Impairment of Long-Lived Assets Other Than Goodwill Long-lived assets with finite lives, primarily property and equipment, operating lease right-of-use assets and intangible asset, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the estimated cash flows from the use of the asset and its eventual disposition are below the asset’s carrying value, then the asset is deemed to be impaired and written down to its fair value. There were no impairments of these assets during the six months ended June 30, 2024 and 2023. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in a business combination. In accordance with ASC Topic 350, “Intangibles – Goodwill and Others”, goodwill is subject to at least an annual assessment for impairment or more frequently if events or changes in circumstances indicate that an impairment may exist, applying a fair-value based test. Fair value is generally determined using a discounted cash flow analysis. |
Foreign Currency Translation | Foreign Currency Translation The functional currency of HeartCore Japan, HeartCore Capital Advisors and HeartCore Financial – Japan is the Japanese Yen (“JPY”). The functional currency of HeartCore USA, HeartCore Financial and Sigmaways is the United States Dollar (“US$”). The functional currency of Sigmaways B.V. is the Euro (“EUR”). The functional currency of Sigmaways Technologies is the Canada Dollar (“CAD”). The functional currency of HeartCore Luvina is the Vietnam Dong (“VND”). Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the unaudited consolidated statements of operations and comprehensive income (loss). The reporting currency of the Company is the US$, and the accompanying unaudited consolidated financial statements have been expressed in US$. In accordance with ASC Topic 830-30, “Translation of Financial Statements”, assets and liabilities of the Company whose functional currency is not US$ are translated into US$, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from the translation of financial statements are recorded as a separate component of accumulated other comprehensive income within the unaudited consolidated statements of changes in shareholders’ equity. |
Revenue Recognition | Revenue Recognition The Company recognizes revenues under ASC Topic 606, “Revenue from Contracts with Customers”. To determine revenue recognition for contracts with customers, the Company performs the following five steps: (i) identify the contract(s) with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation. Revenues amount represents the invoiced value, net of a value-added tax (“Consumption Tax”) and applicable local government levies. The Consumption Tax on sales are calculated at 10% of gross sales in Japan and Vietnam, 5% of gross sales in Canada, 21% of gross sales in Netherlands and nil of gross sales in the United States. The Company currently generates its revenue from the following main sources: Revenues from On-Premise Software Licenses for on-premise software provide the customers with a right to use the software as it exists when made available to the customers. The Company provides on-premise software in the form of both perpetual licenses and term-based licenses which grant the customers with the right for a specified term. Revenues from on-premise licenses are recognized upfront at the point in time when the software is made available to the customers. Licenses for on-premise software are typically sold to the customers with maintenance and support services in a bundle. Revenues under the bundled arrangements are allocated based on the relative standalone selling prices (“SSP”) of on-premise software and maintenance and support service. The SSP for maintenance and support services is estimated based upon observable transactions when those services are sold on a standalone basis. The SSP of on-premise software is typically estimated using the residual approach as the Company is unable to establish the SSP for on-premise licenses based on observable prices given the same products are sold for a broad range of amounts (that is, the selling price is highly variable) and a representative SSP is not discernible from past transactions or other observable evidence. Revenues from Maintenance and Support Services Maintenance and support services provided with software licenses consist of trouble shooting, technical support and the right to receive unspecified software updates when and if available during the subscription. Revenues from maintenance and support services are recognized over time as such services are performed. Revenues for consumption-based services are generally recognized as the services are performed and accepted by the customers. Revenues from Software as a Service (“SaaS”) The Company’s software is available for use as hosted application arrangements under subscription fee agreements without licensing the rights of the software to the customers. Subscription fees from these applications are recognized over time on a ratable basis over the customer agreement term beginning on the date the Company’s solution is made available to the customers. The subscription contracts are generally one year or less in length. Revenues from Software Development and Other Miscellaneous Services The Company provides customers with software development and support services pursuant to their specific requirements, which primarily compose of consulting, integration, training, custom application, and workflow development. The Company also provides other miscellaneous services, such as 3D Space photography. The Company generally recognizes revenues at a point in time when control is transferred to the customers and the Company is entitled to the payment, which is when the promised services are delivered and accepted by the customers. Revenues from Customized Software Development and Services The Company’s customized software development and services revenues primarily include revenues from providing software development solutions and other support services to its customers. The contract pricing is at stated billing rates per hour. These contracts are generally short-term in nature and not longer than one year in duration. For services provided under the contracts that result in the transfer of control over time, the underlying deliverable in the contracts is owned and controlled by the customers and does not create an asset with an alternative use to the Company. The Company recognizes revenues on rate per hour contracts based on the amount billable to the customers, as the Company has the right to invoice the customers in an amount that directly corresponds with the value to the customers of the Company’s performance to date. Revenues from Consulting Services The Company provides public listing related consulting services to customers pursuant to the specific requirements prescribed in the contracts, which primarily include communicating with intermediary parties, preparing required documents related to the initial public offering and supporting the listing process. The consulting service contracts normally include both cash and noncash considerations. Cash consideration is paid in installment payments and is recognized in revenues over the period of the contract by reference to progress toward complete satisfaction of that performance obligation. Noncash consideration is in the form of warrants of the customers and is measured at fair value at contract inception. Noncash consideration that is variable for reasons other than only the form of the consideration is included in the transaction price, but is subject to the constraint on variable consideration. The Company assesses the estimated amount of the variable noncash consideration at contract inception and subsequently, to determine when and to what extent it is probable that a significant reversal in the amount of cumulative revenues recognized will not occur once the uncertainty associated with the variable consideration is subsequently resolved. Only when the significant revenues reversal is concluded probable of not occurring can variable consideration be included in revenues. Based on evaluation of likelihood and magnitude of a reversal in applying the constraint, the variable noncash consideration is recognized in revenues until the underlying uncertainties have been resolved. The Company records reduction to revenues for estimated customer returns and allowances. The Company bases its estimates on historical rates of customer returns and allowances as well as the specific identification of outstanding returns. The actual amount of customer returns and allowances, which is inherently uncertain, may differ from the Company’s estimates. If the Company determines that actual or expected returns or allowances are significantly higher or lower than the reserves it established, it would record a reduction or increase, as appropriate, to revenues in the period in which it makes such a determination. Reserves for customer refunds are included within other current liabilities or other non-current liabilities on the consolidated balance sheets. At a minimum, the Company reviews and refines these estimates on a quarterly basis. The timing of revenue recognition may differ from the timing of invoicing to the customers. The Company has determined that its contracts do not include a significant financing component. The Company records a contract asset, which is included in accounts receivable, current or non-current, in the consolidated balance sheets, when revenues are recognized prior to invoicing. The Company factors certain accounts receivable upon or after the performance obligation is being met. The Company records deferred revenue in the consolidated balance sheets when revenues are recognized subsequent to cash collection for an invoice. Deferred revenue is reported net of related uncollected deferred revenue in the consolidated balance sheets. The amount of revenues recognized during the six months ended June 30, 2024 and 2023 that were included in the opening deferred revenue balance was approximately $ 1.5 1.3 Disaggregation of Revenues The Company disaggregates its revenues from contracts by product/service types, as the Company believes it best depicts how the nature, amount, timing and uncertainty of the revenues and cash flows are affected by economic factors. The Company’s disaggregation of revenues by revenue stream for the three and six months ended June 30, 2024 and 2023 is as following: SCHEDULE OF DISAGGREGATION OF REVENUES For the Three Months For the Six Months 2024 2023 2024 2023 Revenues from on-premise software $ 575,424 $ 704,268 $ 1,654,160 $ 1,061,189 Revenues from maintenance and support services 549,284 874,725 1,177,048 1,576,199 Revenues from software as a service (“SaaS”) 152,248 177,529 291,948 348,573 Revenues from software development and other miscellaneous services 516,561 406,455 964,019 1,086,796 Revenues from customized software development and services 2,122,059 2,294,953 4,299,652 3,926,572 Revenues from consulting services 150,812 637,443 726,293 5,830,194 Total revenues $ 4,066,388 $ 5,095,373 $ 9,113,120 $ 13,829,523 The Company’s disaggregation of revenues by product/service is as following: For the Three Months For the Six Months 2024 2023 2024 2023 Revenues from customer experience management platform $ 1,420,584 $ 1,725,872 $ 3,480,173 $ 3,292,309 Revenues from process mining 101,307 188,555 174,462 290,756 Revenues from robotic process automation 102,373 127,283 158,564 213,469 Revenues from task mining 107,362 95,679 153,220 202,767 Revenues from customized software development and services 2,122,059 2,294,953 4,299,652 3,926,572 Revenues from consulting services 150,812 637,443 726,293 5,830,194 Revenues from others 61,891 25,588 120,756 73,456 Total revenues $ 4,066,388 $ 5,095,373 $ 9,113,120 $ 13,829,523 As of June 30, 2024 and 2023, and for the periods then ended, the majority of the long-lived assets (excluding intangible asset) and revenues generated were attributed to the Company’s operation in Japan. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist primarily of accounts receivable, note receivable and other receivable. The Company usually does not require collateral or other security to support these receivables. The Company conducts periodic reviews of the financial condition and payment practices of its customers to minimize collection risk on accounts receivable. For the six months ended June 30, 2024, customer A represents 13.7 18.2 12.8 11.8 For the six months ended June 30, 2024, no vendor accounts for more than 10% of the Company’s total purchases. For the six months ended June 30, 2023, vendor A and B represent 60.9 22.7 |
Stock-based Compensation | Stock-based Compensation The Company accounts for stock-based compensation awards in accordance with ASC Topic 718, “Compensation – Stock Compensation”. The cost of services received from employees and non-employees in exchange for awards of equity instruments is recognized in the unaudited consolidated statements of operations and comprehensive income (loss) based on the estimated fair value of those awards on the grant date and amortized on a straight-line basis over the requisite service period or vesting period. The Company records forfeitures as they occur. |
Business Combinations | Business Combinations The Company accounts its business combinations using the acquisition method of accounting in accordance with ASC Topic 805. The purchase price of the acquisition is allocated to the tangible assets, liabilities, identifiable intangible asset acquired and non-controlling interests, if any, based on their estimated fair values as of the acquisition date. The excess of the purchase price over those fair values is recorded as goodwill. Acquisition-related expenses are expensed as incurred. Consideration transferred in a business combination is measured at the fair value as of the date of acquisition. Where the consideration in an acquisition includes contingent consideration, and the payment of which depends on the achievement of certain specified conditions post-acquisition, the contingent consideration is recognized and measured at its fair value at the acquisition date and is recorded as a liability. It is subsequently carried at fair value with changes in fair value reflected in earnings. In a business combination achieved in stages, the Company remeasures the previously held equity interest in the acquiree immediately before obtaining control at its acquisition-date fair value and the remeasurement gain or loss, if any, is recognized in the unaudited consolidated statements of operations and comprehensive income (loss). Fair value is determined based upon the guidance of ASC Topic 820, “Fair Value Measurements and Disclosures”, and generally are determined using Level 2 inputs and Level 3 inputs. The determination of fair value involves the use of significant judgments and estimates. The Company utilizes the assistance of a third-party valuation appraiser to determine the fair value as of the date of acquisition. |
Fair Value Measurements | Fair Value Measurements The Company performs fair value measurements in accordance with ASC Topic 820. 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. ASC Topic 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. An asset’s or a liability’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC Topic 820 establishes three levels of inputs that may be used to measure fair value: ● Level 1: quoted prices in active markets for identical assets or liabilities; ● Level 2: inputs other than Level 1 that are observable, either directly or indirectly; or ● Level 3: unobservable inputs that are supported by little or no market activity and that are significant to the fair values of the assets or liabilities. As of June 30, 2024 and December 31, 2023, the carrying values of current assets, except for investments in marketable securities, and current liabilities approximated their fair values reported in the consolidated balance sheets due to the short-term maturities of these instruments. Assets measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023 are summarized below (also see NOTE 6): SCHEDULE OF ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS Fair Value Measurements as of June 30, 2024 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) Fair Value at June 30, 2024 Investments in marketable securities 435,498 - - 435,498 Long-term investment in warrants - - 543,120 543,120 Fair Value Measurements as of December 31, 2023 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) Fair Value at December 31, 2023 Investments in marketable securities 642,348 - - 642,348 Long-term investment in warrants - - 2,004,308 2,004,308 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In November 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. ASU No. 2023-09 is effective for public companies for annual reporting periods beginning after December 15, 2023, on a retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact of this ASU on its unaudited consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures, to enhance the transparency and decision usefulness of income tax disclosures, primarily related to the rate reconciliation and income taxes paid information. ASU No. 2023-09 is effective for public companies for annual reporting periods beginning after December 15, 2024, on a prospective basis. For all other entities, it is effective for annual reporting periods beginning after December 15, 2025, on a prospective basis. Early adoption is permitted. The Company is currently evaluating the impact of this ASU on its unaudited consolidated financial statements and related disclosures. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
SCHEDULE OF CHANGES IN ASSET RETIREMENT OBLIGATIONS | SCHEDULE OF CHANGES IN ASSET RETIREMENT OBLIGATIONS June 30, December 31, 2024 2023 Beginning balance $ 208,732 $ 138,018 Liabilities incurred - 83,821 Accretion expense 176 428 Liabilities settled (3,779 ) - Foreign currency translation adjustment (19,765 ) (13,535 ) Ending balance $ 185,364 $ 208,732 |
SCHEDULE OF DISAGGREGATION OF REVENUES | SCHEDULE OF DISAGGREGATION OF REVENUES For the Three Months For the Six Months 2024 2023 2024 2023 Revenues from on-premise software $ 575,424 $ 704,268 $ 1,654,160 $ 1,061,189 Revenues from maintenance and support services 549,284 874,725 1,177,048 1,576,199 Revenues from software as a service (“SaaS”) 152,248 177,529 291,948 348,573 Revenues from software development and other miscellaneous services 516,561 406,455 964,019 1,086,796 Revenues from customized software development and services 2,122,059 2,294,953 4,299,652 3,926,572 Revenues from consulting services 150,812 637,443 726,293 5,830,194 Total revenues $ 4,066,388 $ 5,095,373 $ 9,113,120 $ 13,829,523 The Company’s disaggregation of revenues by product/service is as following: For the Three Months For the Six Months 2024 2023 2024 2023 Revenues from customer experience management platform $ 1,420,584 $ 1,725,872 $ 3,480,173 $ 3,292,309 Revenues from process mining 101,307 188,555 174,462 290,756 Revenues from robotic process automation 102,373 127,283 158,564 213,469 Revenues from task mining 107,362 95,679 153,220 202,767 Revenues from customized software development and services 2,122,059 2,294,953 4,299,652 3,926,572 Revenues from consulting services 150,812 637,443 726,293 5,830,194 Revenues from others 61,891 25,588 120,756 73,456 Total revenues $ 4,066,388 $ 5,095,373 $ 9,113,120 $ 13,829,523 |
SCHEDULE OF ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS | Assets measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023 are summarized below (also see NOTE 6): SCHEDULE OF ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS Fair Value Measurements as of June 30, 2024 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) Fair Value at June 30, 2024 Investments in marketable securities 435,498 - - 435,498 Long-term investment in warrants - - 543,120 543,120 Fair Value Measurements as of December 31, 2023 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) Fair Value at December 31, 2023 Investments in marketable securities 642,348 - - 642,348 Long-term investment in warrants - - 2,004,308 2,004,308 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Credit Loss [Abstract] | |
SCHEDULE OF ACCOUNTS RECEIVABLE NET | Accounts receivable consist of the following: SCHEDULE OF ACCOUNTS RECEIVABLE NET June 30, December 31, 2024 2023 Accounts receivable – non-factored $ 2,760,310 $ 2,060,915 Accounts receivable – factored with recourse 320,759 562,767 Total accounts receivable, gross 3,081,069 2,623,682 Less: allowance for credit losses - - Total accounts receivable 3,081,069 2,623,682 Less: current portion (2,440,872 ) (2,623,682 ) Accounts receivable , non-current $ 640,197 $ - |
PREPAID EXPENSES (Tables)
PREPAID EXPENSES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
SCHEDULE OF PREPAID EXPENSES | Prepaid expenses consist of the following: SCHEDULE OF PREPAID EXPENSES June 30, December 31, 2024 2023 Prepayments to software and consulting services vendors $ 189,168 $ 199,376 Prepaid marketing and consulting fees 34,269 92,546 Prepaid subscription fees 49,080 95,971 Prepaid insurance premium 152,678 72,668 Referral fee paid in advance 3,360,000 - Others 92,259 76,304 Total $ 3,877,454 $ 536,865 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Marketable Securities [Member] | |
SCHEDULE OF INVESTMENTS IN MARKETABLE SECURITIES | SCHEDULE OF INVESTMENTS IN MARKETABLE SECURITIES For the Six Months Ended June 30, 2024 2023 Fair value of investments in marketable securities at beginning of the period $ 642,348 $ - Warrants converted to marketable securities 223,481 1,257,868 Changes in fair value of investments in marketable securities (430,331 ) (229,022 ) Marketable securities sold - - Fair value of investments in marketable securities at end of the period $ 435,498 $ 1,028,846 |
Warrant [Member] | |
SCHEDULE OF INVESTMENTS IN MARKETABLE SECURITIES | The following table summarizes the Company’s investment in warrants activities for the six months ended June 30, 2024 and 2023: SCHEDULE OF INVESTMENT IN WARRANTS ACTIVITY For the Six Months Ended June 30, 2024 2023 Fair value of investment in warrants at beginning of the period $ 2,004,308 $ - Warrants received as noncash consideration - 4,009,335 Changes in fair value of investment in warrants (1,237,707 ) 166,107 Warrants converted to marketable securities ( 223,481 ) (1,257,868 ) Fair value of investment in warrants at end of the period $ 543,120 $ 2,917,574 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, December 31, 2024 2023 Leasehold improvements $ 444,237 $ 496,810 Machinery and equipment 648,113 706,145 Vehicle 81,301 89,859 Software 136,287 150,633 Subtotal 1,309,938 1,443,447 Less: accumulated depreciation (669,151 ) (679,717 ) Property and equipment, net $ 640,787 $ 763,730 |
INTANGIBLE ASSET, NET (Tables)
INTANGIBLE ASSET, NET (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS | Intangible asset, net is as follows: SCHEDULE OF INTANGIBLE ASSETS June 30, December 31, 2024 2023 Customer relationship $ 5,100,000 $ 5,100,000 Less: accumulated amortization (903,125 ) (584,375 ) Intangible asset, net $ 4,196,875 $ 4,515,625 |
SCHEDULE OF AMORTIZATION INTANGIBLE ASSET | As of June 30, 2024, the future estimated amortization cost for intangible asset is as follows: SCHEDULE OF AMORTIZATION INTANGIBLE ASSET Estimated Year Ended December 31, Amortization Remaining of 2024 $ 318,750 2025 637,500 2026 637,500 2027 637,500 2028 637,500 Thereafter 1,328,125 Total $ 4,196,875 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Leases | |
SCHEDULE OF LEASE COSTS | The components of lease costs are as follows: SCHEDULE OF LEASE COSTS For the Six Months Ended June 30, 2024 2023 Finance lease costs Amortization of right-of-use assets $ 8,733 $ 10,902 Interest on lease liabilities 499 86 Total finance lease costs 9,232 10,988 Operating lease costs 198,701 176,809 Total lease costs $ 207,933 $ 187,797 |
SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO COMPANY’S LEASES | The following table presents supplemental information related to the Company’s leases: SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO COMPANY’S LEASES For the Six Months Ended June 30, 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ 499 $ 86 Operating cash flows from operating leases 206,648 164,317 Financing cash flows from finance leases 8,526 11,243 Operating lease right-of-use assets obtained in exchange for operating lease liabilities 125,735 - Weighted average remaining lease term (years) Finance leases 4.3 0.3 Operating leases 7.2 8.7 Weighted average discount rate (per annum) Finance leases 1.32 % 1.32 % Operating leases 1.37 % 1.32 % |
SCHEDULE OF FINANCE LEASE AND OPERATING LEASE FUTURE MATURITY OF LEASE LIABILITIES | As of June 30, 2024, the future maturity of lease liabilities is as follows: SCHEDULE OF FINANCE LEASE AND OPERATING LEASE FUTURE MATURITY OF LEASE LIABILITIES Year Ended December 31, Finance Lease Operating Lease Remaining of 2024 $ 8,394 $ 198,991 2025 16,787 373,470 2026 16,787 303,852 2027 16,787 261,809 2028 11,192 261,809 Thereafter - 870,248 Total lease payments 69,947 2,270,179 Less: imputed interest (1,900 ) (106,835 ) Total lease liabilities 68,047 2,163,344 Less: current portion (15,992 ) (358,377 ) Non-current lease liabilities $ 52,055 $ 1,804,967 |
OTHER LIABILITIES (Tables)
OTHER LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Other Liabilities Disclosure [Abstract] | |
SCHEDULE OF OTHER CURRENT LIABILITIES | Other current liabilities consist of the following: SCHEDULE OF OTHER CURRENT LIABILITIES June 30, December 31, 2024 2023 Accrued consumption taxes $ 203,070 $ 143,702 Advance received for warrants sale * 9,000,000 - Others 57,942 72,703 Total other current liabilities $ 9,261,012 $ 216,405 * On February 29, 2024, the Company entered into a warrants transfer agreement with a non-related company to sell partial of the warrants it received from a customer (“Consulting Customer”) as noncash consideration from consulting services for $ 9,000,000 in cash. The Company received $ 9,000,000 during the six months ended June 30, 2024 and recorded it in other current liabilities as the warrants to be transferred are exercisable upon its Consulting Customer’s consummation of the Merger with a special purpose acquisition company or the occurrence of other fundamental events defined in the warrant agreement it had with the Consulting Customer. |
SCHEDULE OF OTHER NON-CURRENT LIABILITIES | Other non-current liabilities consist of the following: SCHEDULE OF OTHER NON-CURRENT LIABILITIES June 30, December 31, 2024 2023 Asset retirement obligations $ 185,364 $ 208,732 Customer refund liability ** 500,000 - Total other non-current liabilities $ 685,364 $ 208,732 ** On June 28, 2024, the Company entered into a settlement agreement with a customer, pursuant to which the consulting service agreement with the customer was terminated and the Company will refund $ 500,000 |
DEBTS (Tables)
DEBTS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF SHORT-TERM DEBTS | The Company’s short-term debt represents a loan borrowed from a financial institution as follows: SCHEDULE OF SHORT-TERM DEBTS Name of Financial Original Loan Annual Balance as of Balance as of Biz Forward Co., Ltd. JPY 19,280,001 (a) 12/26/2023 – 1/31/2024 36.840 % $ - $ 135,937 (a) The loan is secured by accounts receivable of HeartCore Japan in the amount of JPY 23,882,562 |
SCHEDULE OF LONG-TERM DEBTS | The Company’s long-term debts included bond payable and loans borrowed from banks and financial institutions, which consist of the following: SCHEDULE OF LONG-TERM DEBTS Name of Original Amount Loan Annual Balance as of Balance as of Bond payable Corporate bond issued through Resona Bank, Limited JPY 100,000,000 (b)(d) 1/10/2019 – 1/10/2024 0.430 % $ - $ 70,507 Loans with banks and financial institutions Resona Bank, Limited JPY 50,000,000 (b)(c) 12/29/2017 – 12/29/2024 0.675 % 49,470 54,678 Resona Bank, Limited JPY 10,000,000 (b)(c) 9/30/2020 – 9/30/2027 1.000 % 34,945 38,624 Resona Bank, Limited JPY 40,000,000 (b)(c) 9/30/2020 – 9/30/2027 1.000 % 139,781 154,495 Resona Bank, Limited JPY 20,000,000 (b)(c) 11/13/2020 – 10/31/2027 1.600 % 71,408 78,925 Sumitomo Mitsui Banking Corporation JPY 100,000,000 (b) 12/28/2018 – 7/1/2024 1.475 % 10,507 11,612 Sumitomo Mitsui Banking Corporation JPY 10,000,000 (b)(c) 12/30/2019 – 12/30/2026 1.975 % 28,113 31,072 Sumitomo Mitsui Banking Corporation JPY 10,000,000 (b)(c) 10/4/2023 – 9/30/2028 0.600 % 61,661 68,152 Sumitomo Mitsui Banking Corporation JPY 10,000,000 (b)(c) 10/4/2023 – 9/30/2028 0.000 % 61,661 68,152 The Shoko Chukin Bank, Ltd. JPY 50,000,000 7/27/2020 – 6/30/2027 1.290 % 165,859 183,319 The Shoko Chukin Bank, Ltd. JPY 30,000,000 7/25/2023 – 6/30/2028 Tokyo Interbank Offered Rate + 1.950 % 175,108 197,137 Japan Finance Corporation JPY 80,000,000 11/17/2020 – 11/30/2027 0.210 % 295,994 327,152 Higashi-Nippon Bank JPY 30,000,000 (b) 3/31/2022 – 3/31/2025 1.400 % 84,205 93,070 Higashi-Nippon Bank JPY 30,000,000 (b)(c) 10/11/2023 – 9/30/2028 1.450 % 184,996 204,471 First Home Bank $ 350,000 (e) 4/18/2019 – 4/18/2029 Wall Street Journal U.S. Prime Rate + 2.750 % 212,893 229,007 U.S. Small Business Administration $ 350,000 (e) 5/30/2020 – 5/30/2050 3.750 % 350,000 350,000 Aggregate outstanding principal balances 1,926,601 2,160,373 Less: unamortized debt issuance costs (14,303 ) (18,238 ) Less: current portion (508,729 ) (371,783 ) Non-current portion $ 1,403,569 $ 1,770,352 (b) These debts are guaranteed by Sumitaka Yamamoto, the Company’s CEO and major shareholder. (c) These debts are guaranteed by Tokyo Credit Guarantee Association, and the Company has paid guarantee expenses for these debts. (d) The bond is guaranteed by Resona Bank, Limited. (e) These debts are guaranteed by Prakash Sadasivam, CEO of Sigmaways and CSO of the Company, and secured by all assets of Sigmaways. |
SCHEDULE OF FUTURE MINIMUM LOAN PAYMENTS | As of June 30, 2024, future minimum principal payments for long-term debts are as follows: SCHEDULE OF FUTURE MINIMUM LOAN PAYMENTS Principal Year Ended December 31, Payment Remaining of 2024 $ 260,702 2025 404,497 2026 360,339 2027 386,977 2028 177,502 Thereafter 336,584 Total $ 1,926,601 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF INCOME TAX EXPENSES | For the six months ended June 30, 2024 and 2023, the Company’s income tax expense (benefit) are as follows: SCHEDULE OF INCOME TAX EXPENSES 2024 2023 For the Six Months Ended June 30, 2024 2023 Current $ 1,201 $ 114,686 Deferred (153,531 ) (75,240 ) Income tax expense (benefit) $ (152,330 ) $ 39,446 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF STOCK OPTION ACTIVITY | The following table summarizes the stock options activity and related information for the six months ended June 30, 2024 and 2023: SCHEDULE OF STOCK OPTION ACTIVITY Number of Weighted Weighted Intrinsic As of January 1, 2023 1,466,500 $ 2.50 8.94 $ - Granted 100,000 1.17 9.61 - Exercised - - - - Forfeited (2,000 ) 2.50 - - As of June 30, 2023 1,564,500 $ 2.42 8.52 $ 26,000 As of January 1, 2024 1,547,000 $ 2.41 8.01 $ - Granted - - - - Exercised - - - - Forfeited (35,000 ) 2.42 - - As of June 30, 2024 1,512,000 $ 2.41 7.51 $ - Vested and exercisable as of June 30, 2024 813,250 $ 2.34 7.53 $ - |
SCHEDULE OF RESTRICTED STOCK UNITS | The following table summarizes the RSUs activity for the six months ended June 30, 2024 and 2023: SCHEDULE OF RESTRICTED STOCK UNITS Number of Weighted Average Unvested as of January 1, 2023 85,820 $ 4.95 Granted 671,350 1.03 Vested (692,804 ) 1.15 Forfeited - - Unvested as of June 30, 2023 64,366 $ 4.95 Unvested as of January 1, 2024 64,366 $ 4.95 Granted - - Vested (21,454 ) 4.95 Forfeited - - Unvested as of June 30, 2024 42,912 $ 4.95 |
NET INCOME (LOSS) PER SHARE (Ta
NET INCOME (LOSS) PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Net income (loss) per common share attributable to HeartCore Enterprises, Inc. | |
SCHEDULE OF COMPUTATION OF BASIC AND DILUTED EARNINGS (LOSS) PER SHARE | The computation of basic and diluted net income (loss) per share for the three and six months ended June 30, 2024 and 2023 is as follows: SCHEDULE OF COMPUTATION OF BASIC AND DILUTED EARNINGS (LOSS) PER SHARE 2024 2023 2024 2023 For the Three Months For the Six Months 2024 2023 2024 2023 Net income (loss) per share - basic and diluted Numerator Net income (loss) attributable to HeartCore Enterprises, Inc. common shareholders $ (1,951,100 ) $ (911,800 ) $ (3,284,450 ) $ 970,489 Denominator Weighted average number of common shares outstanding used in calculating net income (loss) per share 20,864,144 20,842,690 20,859,429 19,959,333 Net income (loss) per share - basic and diluted $ (0.09 ) $ (0.04 ) $ (0.16 ) $ 0.05 |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
SCHEDULE OF BUSINESS PURCHASE PRICE ALLOCATION | The purchase price is allocated on the acquisition date as follows: SCHEDULE OF BUSINESS PURCHASE PRICE ALLOCATION Amount Current assets $ 2,066,683 Acquired intangible asset 5,100,000 Non-current assets 47,979 Current liabilities (1,146,900 ) Deferred tax liabilities (1,428,000 ) Non-current liabilities (576,203 ) Goodwill 3,276,441 Non-controlling interest (3,190,000 ) Total purchase consideration $ 4,150,000 |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - shares | Jul. 16, 2021 | Jun. 30, 2024 | Dec. 31, 2023 | Nov. 30, 2023 | Sep. 06, 2022 | Feb. 24, 2022 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Common stock, shares issued | 20,864,144 | 20,842,690 | ||||
Remaining shares | 20,864,144 | 20,842,690 | ||||
Heart Core Luvina [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Equity interest owned | 51% | |||||
Share Exchange Agreement [Member] | HeartCore Japan [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Stock issued during period, shares | 15,999,994 | |||||
Conversion of stock, shares converted | 10,706 | |||||
Common stock, shares issued | 10,984 | |||||
Equity interest owned | 97.50% | |||||
Remaining shares | 278 | |||||
Sigmaways Agreement [Member] | Sigmaways Inc [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Equity interest owned | 51% |
SCHEDULE OF CHANGES IN ASSET RE
SCHEDULE OF CHANGES IN ASSET RETIREMENT OBLIGATIONS (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Accounting Policies [Abstract] | ||
Beginning balance | $ 208,732 | $ 138,018 |
Liabilities incurred | 83,821 | |
Accretion expense | 176 | 428 |
Liabilities settled | (3,779) | |
Foreign currency translation adjustment | (19,765) | (13,535) |
Ending balance | $ 185,364 | $ 208,732 |
SCHEDULE OF DISAGGREGATION OF R
SCHEDULE OF DISAGGREGATION OF REVENUES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Product Information [Line Items] | ||||
Total revenues | $ 4,066,388 | $ 5,095,373 | $ 9,113,120 | $ 13,829,523 |
On-Premise Software [Member] | ||||
Product Information [Line Items] | ||||
Total revenues | 575,424 | 704,268 | 1,654,160 | 1,061,189 |
Maintenance and Support Services [Member] | ||||
Product Information [Line Items] | ||||
Total revenues | 549,284 | 874,725 | 1,177,048 | 1,576,199 |
Software as a Service (SaaS) [Member] | ||||
Product Information [Line Items] | ||||
Total revenues | 152,248 | 177,529 | 291,948 | 348,573 |
Software Development and Other Miscellaneous Services [Member] | ||||
Product Information [Line Items] | ||||
Total revenues | 516,561 | 406,455 | 964,019 | 1,086,796 |
Customised Software Development and Services [Member] | ||||
Product Information [Line Items] | ||||
Total revenues | 2,122,059 | 2,294,953 | 4,299,652 | 3,926,572 |
Consulting Services [Member] | ||||
Product Information [Line Items] | ||||
Total revenues | 150,812 | 637,443 | 726,293 | 5,830,194 |
Customer Experience Management Platform [Member] | ||||
Product Information [Line Items] | ||||
Total revenues | 1,420,584 | 1,725,872 | 3,480,173 | 3,292,309 |
Process Mining [Member] | ||||
Product Information [Line Items] | ||||
Total revenues | 101,307 | 188,555 | 174,462 | 290,756 |
Robotic Process Automation [Member] | ||||
Product Information [Line Items] | ||||
Total revenues | 102,373 | 127,283 | 158,564 | 213,469 |
Task Mining [Member] | ||||
Product Information [Line Items] | ||||
Total revenues | 107,362 | 95,679 | 153,220 | 202,767 |
Others [Member] | ||||
Product Information [Line Items] | ||||
Total revenues | $ 61,891 | $ 25,588 | $ 120,756 | $ 73,456 |
SCHEDULE OF ASSETS MEASURED AT
SCHEDULE OF ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
Platform Operator, Crypto Asset [Line Items] | ||||
Investments in marketable securities | $ 435,498 | $ 642,348 | $ 1,028,846 | |
Long-term investment in warrants | 543,120 | 2,004,308 | ||
Fair Value, Inputs, Level 1 [Member] | ||||
Platform Operator, Crypto Asset [Line Items] | ||||
Investments in marketable securities | 435,498 | 642,348 | ||
Long-term investment in warrants | ||||
Fair Value, Inputs, Level 2 [Member] | ||||
Platform Operator, Crypto Asset [Line Items] | ||||
Investments in marketable securities | ||||
Long-term investment in warrants | ||||
Fair Value, Inputs, Level 3 [Member] | ||||
Platform Operator, Crypto Asset [Line Items] | ||||
Investments in marketable securities | ||||
Long-term investment in warrants | $ 543,120 | $ 2,004,308 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | |
Product Information [Line Items] | |||
Increase decrease in prepaid expense | $ 102,028 | $ (158,110) | $ (1,245) |
Increase decrease in other operating liabilities | 60,658 | 558,667 | 116,382 |
Operating activities overstated | 1,640,000 | (1,460,744) | (1,368,562) |
[custom:NetProceedsFromSaleOfWarrants] | 1,640,000 | (5,640,000) | |
Investing activities understated | 1,640,000 | 5,271,823 | (1,181,646) |
Software development costs | $ 200,402 | 119,232 | |
Finite lived intangible assets useful life | 8 years | ||
Description of revenue recognition | Revenues amount represents the invoiced value, net of a value-added tax (“Consumption Tax”) and applicable local government levies. The Consumption Tax on sales are calculated at 10% of gross sales in Japan and Vietnam, 5% of gross sales in Canada, 21% of gross sales in Netherlands and nil of gross sales in the United States. | ||
Deferred revenue for service | $ 1,500,000 | $ 1,300,000 | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer A [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 13.70% | ||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer B [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 18.20% | ||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer C [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 12.80% | ||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer D [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 11.80% | ||
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Vendor A [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 60.90% | ||
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Vendor B [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 22.70% | ||
Previously Reported [Member] | |||
Product Information [Line Items] | |||
Increase decrease in prepaid expense | (3,257,972) | ||
Increase decrease in other operating liabilities | $ 5,060,658 |
SCHEDULE OF ACCOUNTS RECEIVABLE
SCHEDULE OF ACCOUNTS RECEIVABLE NET (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable, gross | $ 3,081,069 | $ 2,623,682 |
Less: allowance for credit losses | ||
Total accounts receivable | 3,081,069 | 2,623,682 |
Less: current portion | (2,440,872) | (2,623,682) |
Accounts receivable, non-current | 640,197 | |
Non-Factored [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable, gross | 2,760,310 | 2,060,915 |
Factored With Recourse [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable, gross | $ 320,759 | $ 562,767 |
SCHEDULE OF PREPAID EXPENSES (D
SCHEDULE OF PREPAID EXPENSES (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepayments to software and consulting services vendors | $ 189,168 | $ 199,376 |
Prepaid marketing and consulting fees | 34,269 | 92,546 |
Prepaid subscription fees | 49,080 | 95,971 |
Prepaid insurance premium | 152,678 | 72,668 |
Referral fee paid in advance | 3,360,000 | |
Others | 92,259 | 76,304 |
Total | $ 3,877,454 | $ 536,865 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | |||
Loan receivable balance | $ 100,000 | $ 100,000 | |
Sumitaka Yamamoto [Member] | |||
Related Party Transaction [Line Items] | |||
Other receivables | 140 | 1,476 | |
Operating costs and expenses | 1,246 | $ 4,214 | |
Heartcore Technology Inc [Member] | |||
Related Party Transaction [Line Items] | |||
Loan receivable balance | $ 185,769 | 227,704 | |
Related party annual interest rate | 1.475% | ||
Proceeds from repayment of debt related party | $ 21,166 | $ 23,715 | |
Luvina Software Joint Stock Company Limited [Member] | |||
Related Party Transaction [Line Items] | |||
Payments to Develop Software | 31,590 | ||
Related Party [Member] | |||
Related Party Transaction [Line Items] | |||
Accounts payable and accrued expenses - related party | $ 21,579 |
SCHEDULE OF INVESTMENT IN WARRA
SCHEDULE OF INVESTMENT IN WARRANTS ACTIVITY (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Fair value of investment in warrants at beginning of the period | $ 2,004,308 | |||
Warrants received as noncash consideration | $ (4,009,335) | |||
Changes in fair value of investment in warrants | $ 558,820 | $ 27,258 | 1,237,707 | (166,107) |
Warrants converted to marketable securities | 223,481 | 1,257,868 | ||
Fair value of investment in warrants at end of the period | 543,120 | 543,120 | ||
Warrant [Member] | ||||
Fair value of investment in warrants at beginning of the period | 2,004,308 | |||
Warrants received as noncash consideration | 4,009,335 | |||
Changes in fair value of investment in warrants | (1,237,707) | 166,107 | ||
Warrants converted to marketable securities | 223,481 | (1,257,868) | ||
Fair value of investment in warrants at end of the period | $ 543,120 | $ 2,917,574 | $ 543,120 | $ 2,917,574 |
SCHEDULE OF INVESTMENTS IN MARK
SCHEDULE OF INVESTMENTS IN MARKETABLE SECURITIES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Investments, All Other Investments [Abstract] | ||||
Fair value of investments in marketable securities at beginning of the period | $ 642,348 | |||
Warrants converted to marketable securities | 223,481 | 1,257,868 | ||
Changes in fair value of investments in marketable securities | $ (196,249) | $ (229,022) | (430,331) | (229,022) |
Marketable securities sold | ||||
Fair value of investments in marketable securities at end of the period | $ 435,498 | $ 1,028,846 | $ 435,498 | $ 1,028,846 |
INVESTMENTS (Details Narrative)
INVESTMENTS (Details Narrative) - USD ($) | Apr. 17, 2024 | Jul. 27, 2023 | May 02, 2023 | Jun. 30, 2024 | Dec. 31, 2023 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Long-term investment in SAFE | $ 350,000 | ||||
Promissory Note [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Payable | $ 300,000 | ||||
Interest rate | 8% | ||||
Debt instrument maturity description | 1) the date of the closing of capital-raising transactions in the amount of $300,000 or more consummated by the promissory note issuer, 2) the date on which the promissory note issuer completes its initial public offering on the Nasdaq Capital Market or New York Stock Exchange, or 3) 180 days following the note issuance. The interest rate would be 12% per annum for any amount that is unpaid when due. | ||||
Variable interest rate | 12% | ||||
SAFE Agreement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Long-term investment in SAFE | $ 350,000 | $ 350,000 | |||
Discount rate for price per share issued | 15% | ||||
Proceeds from investment in SAFE | $ 350,000 | ||||
Note Exchange Agreement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Debt conversion shares issued | 600,000 |
LONG-TERM NOTE RECEIVABLE (Deta
LONG-TERM NOTE RECEIVABLE (Details Narrative) - Promissory Note [Member] | Sep. 01, 2023 USD ($) |
Short-Term Debt [Line Items] | |
Receivables | $ 300,000 |
Receivables interest rate | 4% |
Maturity date | Sep. 02, 2026 |
Interest rate | 10% |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT NET (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 1,309,938 | $ 1,443,447 |
Less: accumulated depreciation | (669,151) | (679,717) |
Property and equipment, net | 640,787 | 763,730 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | 444,237 | 496,810 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | 648,113 | 706,145 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | 81,301 | 89,859 |
Software and Software Development Costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 136,287 | $ 150,633 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expenses | $ 56,196 | $ 40,472 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Customer relationship | $ 5,100,000 | $ 5,100,000 |
Less: accumulated amortization | (903,125) | (584,375) |
Intangible asset, net | $ 4,196,875 | $ 4,515,625 |
SCHEDULE OF AMORTIZATION INTANG
SCHEDULE OF AMORTIZATION INTANGIBLE ASSET (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remaining of 2024 | $ 318,750 | |
2025 | 637,500 | |
2026 | 637,500 | |
2027 | 637,500 | |
2028 | 637,500 | |
Thereafter | 1,328,125 | |
Intangible asset, net | $ 4,196,875 | $ 4,515,625 |
INTANGIBLE ASSET, NET (Details
INTANGIBLE ASSET, NET (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 318,750 | $ 265,625 |
SCHEDULE OF LEASE COSTS (Detail
SCHEDULE OF LEASE COSTS (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Leases | ||
Amortization of right-of-use assets | $ 8,733 | $ 10,902 |
Interest on lease liabilities | 499 | 86 |
Total finance lease costs | 9,232 | 10,988 |
Operating lease costs | 198,701 | 176,809 |
Total lease costs | $ 207,933 | $ 187,797 |
SCHEDULE OF SUPPLEMENTAL INFORM
SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO COMPANY’S LEASES (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Leases | ||
Operating cash flows from finance leases | $ 499 | $ 86 |
Operating cash flows from operating leases | 206,648 | 164,317 |
Financing cash flows from finance leases | 8,526 | 11,243 |
Operating lease right-of-use assets obtained in exchange for operating lease liabilities | $ 125,735 | |
Weighted average remaining lease term (years) Finance leases | 4 years 3 months 18 days | 3 months 18 days |
Weighted average remaining lease term (years) Operating leases | 7 years 2 months 12 days | 8 years 8 months 12 days |
Weighted-average discount rate: (per annum) Finance leases | 1.32% | 1.32% |
Weighted-average discount rate: (per annum) Operating leases | 1.37% | 1.32% |
SCHEDULE OF FINANCE LEASE AND O
SCHEDULE OF FINANCE LEASE AND OPERATING LEASE FUTURE MATURITY OF LEASE LIABILITIES (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Finance Lease, Liability [Abstract] | ||
Remaining of 2024 | $ 8,394 | |
2025 | 16,787 | |
2026 | 16,787 | |
2027 | 16,787 | |
2028 | 11,192 | |
Thereafter | ||
Total lease payments | 69,947 | |
Less: imputed interest | (1,900) | |
Total lease liabilities | 68,047 | |
Less: current portion | (15,992) | $ (17,445) |
Non-current lease liabilities | 52,055 | 66,779 |
Operating Lease, Liability [Abstract] | ||
Remaining of 2024 | 198,991 | |
2025 | 373,470 | |
2026 | 303,852 | |
2027 | 261,809 | |
2028 | 261,809 | |
Thereafter | 870,248 | |
Total lease payments | 2,270,179 | |
Less: imputed interest | (106,835) | |
Total lease liabilities | 2,163,344 | |
Less: current portion | (358,377) | (396,535) |
Non-current lease liabilities | $ 1,804,967 | $ 2,135,160 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Impairment Effects on Earnings Per Share [Line Items] | ||
Security deposits | $ 310,833 | $ 348,428 |
Property, Plant and Equipment [Member] | ||
Impairment Effects on Earnings Per Share [Line Items] | ||
Finance lease right of use asset | $ 69,106 | $ 85,613 |
SCHEDULE OF OTHER CURRENT LIABI
SCHEDULE OF OTHER CURRENT LIABILITIES (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Accrued consumption taxes | $ 203,070 | $ 143,702 | |
Advance received for warrants sale | [1] | 9,000,000 | |
Others | 57,942 | 72,703 | |
Nonrelated Party [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total other current liabilities | $ 9,261,012 | $ 216,405 | |
[1]On February 29, 2024, the Company entered into a warrants transfer agreement with a non-related company to sell partial of the warrants it received from a customer (“Consulting Customer”) as noncash consideration from consulting services for $ 9,000,000 in cash. The Company received $ 9,000,000 during the six months ended June 30, 2024 and recorded it in other current liabilities as the warrants to be transferred are exercisable upon its Consulting Customer’s consummation of the Merger with a special purpose acquisition company or the occurrence of other fundamental events defined in the warrant agreement it had with the Consulting Customer. |
SCHEDULE OF OTHER CURRENT LIA_2
SCHEDULE OF OTHER CURRENT LIABILITIES (Details) (Parenthetical) - USD ($) | 6 Months Ended | |
Feb. 29, 2024 | Jun. 30, 2024 | |
Other Liabilities Disclosure [Abstract] | ||
Non cash consideration from consulting services | $ 9,000,000 | |
Proceeds from warrants exercise | $ 9,000,000 |
SCHEDULE OF OTHER NON-CURRENT L
SCHEDULE OF OTHER NON-CURRENT LIABILITIES (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |||
Asset retirement obligations | $ 185,364 | $ 208,732 | |
Customer refund liability | [1] | 500,000 | |
Total other non-current liabilities | $ 685,364 | $ 208,732 | |
[1]On June 28, 2024, the Company entered into a settlement agreement with a customer, pursuant to which the consulting service agreement with the customer was terminated and the Company will refund $ 500,000 |
SCHEDULE OF OTHER NON-CURRENT_2
SCHEDULE OF OTHER NON-CURRENT LIABILITIES (Details) (Parenthetical) | Jun. 28, 2024 USD ($) |
Other Liabilities Disclosure [Abstract] | |
Refund amount | $ 500,000 |
FACTORING LIABILITY (Details Na
FACTORING LIABILITY (Details Narrative) - Factoring Agreement [Member] - USD ($) | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Accounts receivable purchase | $ 850,000 | ||
Percentage of face value of accounts receivable received by wire transfer | 90% | ||
Borrowed and outstanding | $ 320,759 | $ 562,767 | |
Interest expense | $ 30,786 | $ 41,611 |
INSURANCE PREMIUM FINANCING (De
INSURANCE PREMIUM FINANCING (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |||
Jan. 31, 2024 | Jan. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Statutory Accounting Practices [Line Items] | |||||
Insurance premium financing | $ 112,488 | ||||
Interest expenses related to insurance premium financing | $ 7,044 | $ 18,033 | |||
Insurance Premium Financing Agreement [Member] | Bank Direct Capital Finance [Member] | |||||
Statutory Accounting Practices [Line Items] | |||||
Insurance premium financing | $ 172,689 | $ 389,035 | |||
Interest rate percentage | 13.90% | 16.04% | |||
Payment terms | eleven months from February 1, 2024, payable in eleven monthly installments of principal and interest. | ten months from February 1, 2023, payable in ten monthly installments of principal and interest. |
SCHEDULE OF SHORT-TERM DEBTS (D
SCHEDULE OF SHORT-TERM DEBTS (Details) | 6 Months Ended | |||
Jun. 30, 2024 JPY (¥) | Jun. 30, 2024 USD ($) | Dec. 31, 2023 USD ($) | ||
Short-term debt | $ 135,937 | |||
Biz Forward Co Ltd [Member] | ||||
Original amount borrowed | ¥ | [1] | ¥ 19,280,001 | ||
Loan duration | 12/26/2023 – 1/31/2024 | |||
Annual interest rate | 36.84% | |||
Short-term debt | $ 135,937 | |||
[1]The loan is secured by accounts receivable of HeartCore Japan in the amount of JPY 23,882,562 |
SCHEDULE OF SHORT-TERM DEBTS _2
SCHEDULE OF SHORT-TERM DEBTS (Details) (Parenthetical) | Jun. 30, 2024 USD ($) | Jun. 30, 2024 JPY (¥) | Dec. 31, 2023 USD ($) |
Original amount borrowed | $ | $ 2,440,872 | $ 2,623,682 | |
HeartCore Japan [Member] | |||
Original amount borrowed | ¥ | ¥ 23,882,562 |
SCHEDULE OF LONG-TERM DEBTS (De
SCHEDULE OF LONG-TERM DEBTS (Details) | 6 Months Ended | |||
Jun. 30, 2024 JPY (¥) | Jun. 30, 2024 USD ($) | Dec. 31, 2023 USD ($) | ||
Schedule of Investments [Line Items] | ||||
Long-Term Debt | $ 1,926,601 | $ 2,160,373 | ||
Unamortized Debt Issuance Expense | (14,303) | (18,238) | ||
Long-Term Debt, Current Maturities | (508,729) | (371,783) | ||
Long-Term Debt, Excluding Current Maturities | 1,403,569 | 1,770,352 | ||
Resona Bank Limited [Member] | ||||
Schedule of Investments [Line Items] | ||||
Debt Instrument, Maturity Date, Description | 12/29/2017 – 12/29/2024 | |||
Debt Instrument, Interest Rate During Period | 0.675% | |||
Original Amount Borrowed | ¥ | [1],[2] | ¥ 50,000,000 | ||
Long-Term Debt | 49,470 | 54,678 | ||
Resona Bank, Limited One [Member] | ||||
Schedule of Investments [Line Items] | ||||
Debt Instrument, Maturity Date, Description | 9/30/2020 – 9/30/2027 | |||
Debt Instrument, Interest Rate During Period | 1% | |||
Original Amount Borrowed | ¥ | [1],[2] | ¥ 10,000,000 | ||
Long-Term Debt | 34,945 | 38,624 | ||
Resona Bank, Limited Two [Member] | ||||
Schedule of Investments [Line Items] | ||||
Debt Instrument, Maturity Date, Description | 9/30/2020 – 9/30/2027 | |||
Debt Instrument, Interest Rate During Period | 1% | |||
Original Amount Borrowed | ¥ | [1],[2] | ¥ 40,000,000 | ||
Long-Term Debt | 139,781 | 154,495 | ||
Resona Bank, Limited Three [Member] | ||||
Schedule of Investments [Line Items] | ||||
Debt Instrument, Maturity Date, Description | 11/13/2020 – 10/31/2027 | |||
Debt Instrument, Interest Rate During Period | 1.60% | |||
Original Amount Borrowed | ¥ | [1],[2] | ¥ 20,000,000 | ||
Long-Term Debt | 71,408 | 78,925 | ||
Sumitomo Mitsui Banking Corporation [Member] | ||||
Schedule of Investments [Line Items] | ||||
Debt Instrument, Maturity Date, Description | 12/28/2018 – 7/1/2024 | |||
Debt Instrument, Interest Rate During Period | 1.475% | |||
Original Amount Borrowed | ¥ | [1] | ¥ 100,000,000 | ||
Long-Term Debt | 10,507 | 11,612 | ||
Sumitomo Mitsui Banking Corporation One [Member] | ||||
Schedule of Investments [Line Items] | ||||
Debt Instrument, Maturity Date, Description | 12/30/2019 – 12/30/2026 | |||
Debt Instrument, Interest Rate During Period | 1.975% | |||
Original Amount Borrowed | ¥ | [1],[2] | ¥ 10,000,000 | ||
Long-Term Debt | 28,113 | 31,072 | ||
Sumitomo Mitsui Banking Corporation Two [Member] | ||||
Schedule of Investments [Line Items] | ||||
Debt Instrument, Maturity Date, Description | 10/4/2023 – 9/30/2028 | |||
Debt Instrument, Interest Rate During Period | 0.60% | |||
Original Amount Borrowed | ¥ | [1],[2] | ¥ 10,000,000 | ||
Long-Term Debt | 61,661 | 68,152 | ||
Sumitomo Mitsui Banking Corporation Three [Member] | ||||
Schedule of Investments [Line Items] | ||||
Debt Instrument, Maturity Date, Description | 10/4/2023 – 9/30/2028 | |||
Debt Instrument, Interest Rate During Period | 0% | |||
Original Amount Borrowed | ¥ | [1],[2] | ¥ 10,000,000 | ||
Long-Term Debt | 61,661 | 68,152 | ||
The Shoko Chukin Bank, Ltd [Member] | ||||
Schedule of Investments [Line Items] | ||||
Debt Instrument, Maturity Date, Description | 7/27/2020 – 6/30/2027 | |||
Debt Instrument, Interest Rate During Period | 1.29% | |||
Original Amount Borrowed | ¥ | [1],[2] | ¥ 50,000,000 | ||
Long-Term Debt | 165,859 | 183,319 | ||
The Shoko Chukin Bank, Ltd One [Member] | ||||
Schedule of Investments [Line Items] | ||||
Debt Instrument, Maturity Date, Description | 7/25/2023 – 6/30/2028 | |||
Debt Instrument, Interest Rate During Period | 1.95% | |||
Original Amount Borrowed | ¥ | [1],[2] | ¥ 30,000,000 | ||
Long-Term Debt | 175,108 | 197,137 | ||
Japan Finance Corporation [Member] | ||||
Schedule of Investments [Line Items] | ||||
Debt Instrument, Maturity Date, Description | 11/17/2020 – 11/30/2027 | |||
Debt Instrument, Interest Rate During Period | 0.21% | |||
Original Amount Borrowed | ¥ | [1],[2] | ¥ 80,000,000 | ||
Long-Term Debt | 295,994 | 327,152 | ||
Higashi Nippon Bank [Member] | ||||
Schedule of Investments [Line Items] | ||||
Debt Instrument, Maturity Date, Description | 3/31/2022 – 3/31/2025 | |||
Debt Instrument, Interest Rate During Period | 1.40% | |||
Original Amount Borrowed | ¥ | [1] | ¥ 30,000,000 | ||
Long-Term Debt | 84,205 | 93,070 | ||
Higashi Nippon Bank One [Member] | ||||
Schedule of Investments [Line Items] | ||||
Debt Instrument, Maturity Date, Description | 10/11/2023 – 9/30/2028 | |||
Debt Instrument, Interest Rate During Period | 1.45% | |||
Original Amount Borrowed | ¥ | [1],[2] | ¥ 30,000,000 | ||
Long-Term Debt | 184,996 | 204,471 | ||
First Home Bank [Member] | ||||
Schedule of Investments [Line Items] | ||||
Debt Instrument, Maturity Date, Description | 4/18/2019 – 4/18/2029 | |||
Debt Instrument, Interest Rate During Period | 2.75% | |||
Original Amount Borrowed | ¥ | [3] | ¥ 350,000 | ||
Long-Term Debt | 212,893 | 229,007 | ||
U.S. Small Business Administration [Member] | ||||
Schedule of Investments [Line Items] | ||||
Debt Instrument, Maturity Date, Description | 5/30/2020 – 5/30/2050 | |||
Debt Instrument, Interest Rate During Period | 3.75% | |||
Original Amount Borrowed | ¥ | [3] | ¥ 350,000 | ||
Long-Term Debt | 350,000 | 350,000 | ||
Corporate Bond Securities [Member] | Resona Bank Limited [Member] | ||||
Schedule of Investments [Line Items] | ||||
Debt Instrument, Maturity Date, Description | 1/10/2019 – 1/10/2024 | |||
Debt Instrument, Interest Rate During Period | 0.43% | |||
Original Amount Borrowed | ¥ | [1],[4] | ¥ 100,000,000 | ||
Long-Term Debt | $ 70,507 | |||
[1]These debts are guaranteed by Sumitaka Yamamoto, the Company’s CEO and major shareholder.[2]These debts are guaranteed by Tokyo Credit Guarantee Association, and the Company has paid guarantee expenses for these debts.[3]These debts are guaranteed by Prakash Sadasivam, CEO of Sigmaways and CSO of the Company, and secured by all assets of Sigmaways.[4]The bond is guaranteed by Resona Bank, Limited. |
SCHEDULE OF FUTURE MINIMUM LOAN
SCHEDULE OF FUTURE MINIMUM LOAN PAYMENTS (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Disclosure [Abstract] | ||
Remaining of 2024 | $ 260,702 | |
2025 | 404,497 | |
2026 | 360,339 | |
2027 | 386,977 | |
2028 | 177,502 | |
Thereafter | 336,584 | |
Total | $ 1,926,601 | $ 2,160,373 |
DEBTS (Details Narrative)
DEBTS (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Debt Disclosure [Abstract] | ||
Interest expense, short term | $ 2,929 | |
Interest expense, long term | $ 32,942 | $ 22,810 |
SCHEDULE OF INCOME TAX EXPENSES
SCHEDULE OF INCOME TAX EXPENSES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Current | $ 1,201 | $ 114,686 | ||
Deferred | (153,531) | (75,240) | ||
Income tax expense (benefit) | $ (72,163) | $ (622,002) | $ (152,330) | $ 39,446 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Effective Income Tax Rate Reconciliation [Line Items] | ||
Effective tax rate | 3.97% | 4.78% |
NETHERLANDS | ||
Effective Income Tax Rate Reconciliation [Line Items] | ||
Effective statutory rate | 25.80% | |
NETHERLANDS | First EUR 200,000 [Member] | ||
Effective Income Tax Rate Reconciliation [Line Items] | ||
Effective statutory rate | 19% | |
CANADA | ||
Effective Income Tax Rate Reconciliation [Line Items] | ||
Effective statutory rate | 15% | |
CANADA | Minimum [Member] | ||
Effective Income Tax Rate Reconciliation [Line Items] | ||
Effective statutory rate | 2% | |
CANADA | Maximum [Member] | ||
Effective Income Tax Rate Reconciliation [Line Items] | ||
Effective statutory rate | 12% | |
CANADA | Part I Tax [Member] | ||
Effective Income Tax Rate Reconciliation [Line Items] | ||
Effective statutory rate | 38% | |
CANADA | Tax Abatement [Member] | ||
Effective Income Tax Rate Reconciliation [Line Items] | ||
Effective statutory rate | 28% | |
VIET NAM | ||
Effective Income Tax Rate Reconciliation [Line Items] | ||
Effective statutory rate | 20% | |
JAPAN | ||
Effective Income Tax Rate Reconciliation [Line Items] | ||
Effective statutory rate | 34.59% | 34.59% |
Domestic Tax Jurisdiction [Member] | ||
Effective Income Tax Rate Reconciliation [Line Items] | ||
Effective statutory rate | 21% |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||||
Number of Options balance | 1,547,000 | 1,466,500 | 1,466,500 | |
Weighted Average Exercise Price, balance | $ 2.41 | $ 2.50 | $ 2.50 | |
Weighted Average Remaining Term (Years) | 7 years 6 months 3 days | 8 years 6 months 7 days | 8 years 3 days | 8 years 11 months 8 days |
Intrinsic Value | ||||
Number of Options, Granted | 100,000 | |||
Weighted Average Exercise Price, Granted | $ 1.17 | |||
Weighted Average Remaining Term (Years), Granted | 9 years 7 months 9 days | |||
Number of Options, Exercised | ||||
Weighted Average Exercise Price, Exercised | ||||
Intrinsic Value, Exercised | ||||
Number of Options, Forfeited | (35,000) | (2,000) | ||
Weighted Average Exercise Price, Forfeited | $ 2.42 | $ 2.50 | ||
Number of Options balance | 1,512,000 | 1,564,500 | 1,547,000 | 1,466,500 |
Weighted Average Exercise Price, balance | $ 2.41 | $ 2.42 | $ 2.41 | $ 2.50 |
Intrinsic Value | $ 26,000 | |||
Number of Options, Vested and exercisable, balance | 813,250 | |||
Weighted Average Exercise Price, Vested and exercisable, balance | $ 2.34 | |||
Weighted Average Remaining Term (Years), Vested and exercisable, balance | 7 years 6 months 10 days | |||
Intrinsic Value, Vested and exercisable |
SCHEDULE OF RESTRICTED STOCK UN
SCHEDULE OF RESTRICTED STOCK UNITS (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of RSUs, Unvested balance | 64,366 | 85,820 |
Weighted Average Grant Date Fair Value per Share, balance | $ 4.95 | $ 4.95 |
Number of RSUs, Unvested balance | 671,350 | |
Weighted Average Grant Date Fair Value per Share, balance | $ 1.03 | |
Number of RSUs, Unvested balance | (21,454) | (692,804) |
Weighted Average Grant Date Fair Value per Share, balance | $ 4.95 | $ 1.15 |
Number of RSUs, Unvested balance | ||
Weighted Average Grant Date Fair Value per Share, balance | ||
Number of RSUs, Unvested balance | 42,912 | 64,366 |
Weighted Average Grant Date Fair Value per Share, balance | $ 4.95 | $ 4.95 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Mar. 22, 2023 | Feb. 03, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Aug. 01, 2023 | Aug. 06, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Number of option purchased | 100,000 | |||||||
Service Agreement [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Number of restricted stock issued | 671,350 | |||||||
RSUs grant date fair value | $ 691,491 | |||||||
Share-Based Payment Arrangement, Option [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Allocated share base compensation | $ 40,597 | $ 150,481 | $ 111,044 | $ 334,816 | ||||
Unamortized share based compensation | 266,230 | 266,230 | ||||||
Restricted Stock Units (RSUs) [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Allocated share base compensation | 15,445 | $ 28,684 | 36,710 | $ 759,577 | ||||
Unamortized share based compensation | $ 64,400 | $ 64,400 | ||||||
Employees [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Number of option purchased | 100,000 | |||||||
Shares Issued, Price Per Share | $ 1.17 | |||||||
Share-based payment award, award vesting rights, percentage | 50% | |||||||
Share-based payment award, expiration date | Feb. 03, 2033 | |||||||
2021 Equity Incentive Plan [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Share based compensation authorized | 2,400,000 | |||||||
2023 Equity Incentive Plan [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Share based compensation authorized | 2,000,000 | |||||||
Share issued | 0 | 0 |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) $ / shares in Units, ₫ in Millions | 1 Months Ended | 3 Months Ended | |||||||||
May 03, 2024 USD ($) | Feb. 16, 2024 USD ($) | Feb. 16, 2024 VND (₫) | Feb. 01, 2023 USD ($) shares | Sep. 06, 2022 USD ($) shares | Nov. 30, 2023 | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Jun. 30, 2024 shares | Mar. 29, 2024 $ / shares | Dec. 31, 2023 shares | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Shares, fair value | $ | $ 3,150,000 | ||||||||||
Capital contribution from non-controlling shareholder | $ | $ 67,195 | ||||||||||
Dividends | $ | $ 417,283 | ||||||||||
Common stock, shares issued | 20,864,144 | 20,842,690 | |||||||||
Common stock, shares outstanding | 20,864,144 | 20,842,690 | |||||||||
Preferred stock, shares issued | 0 | 0 | |||||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||||
O2024Q2 Dividends [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Common stock, dividends declared per share | $ / shares | $ 0.02 | ||||||||||
VIET NAM | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Subsidiary owned, percentage | 51% | ||||||||||
Capital contribution from non-controlling shareholder | $ 67,195 | ₫ 1,646.4 | |||||||||
Sigmaways Agreement [Member] | Sigamaways Inc [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Acquisition, shares | 2,500,000 | 2,500,000 | |||||||||
Business acquisition percentage of voting interests acquired | 51% | 51% | |||||||||
Shares, fair value | $ | $ 3,150,000 | $ 3,150,000 |
SCHEDULE OF COMPUTATION OF BASI
SCHEDULE OF COMPUTATION OF BASIC AND DILUTED EARNINGS (LOSS) PER SHARE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Net income (loss) per common share attributable to HeartCore Enterprises, Inc. | ||||
Net income (loss) attributable to HeartCore Enterprises, Inc. common shareholders | $ (1,951,100) | $ (911,800) | $ (3,284,450) | $ 970,489 |
Denominator used for net income (loss) per share - Basic | 20,864,144 | 20,842,690 | 20,859,429 | 19,959,333 |
Denominator used for net income (loss) per share - Diluted | 20,864,144 | 20,842,690 | 20,859,429 | 19,959,333 |
Net income (loss) per share - basic | $ (0.09) | $ (0.04) | $ (0.16) | $ 0.05 |
Net income (loss) per share - diluted | $ (0.09) | $ (0.04) | $ (0.16) | $ 0.05 |
SCHEDULE OF BUSINESS PURCHASE P
SCHEDULE OF BUSINESS PURCHASE PRICE ALLOCATION (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Sep. 06, 2022 |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |||
Current assets | $ 2,066,683 | ||
Acquired intangible asset | 5,100,000 | ||
Non-current assets | 47,979 | ||
Current liabilities | (1,146,900) | ||
Deferred tax liabilities | (1,428,000) | ||
Non-current liabilities | (576,203) | ||
Goodwill | $ 3,276,441 | $ 3,276,441 | 3,276,441 |
Non-controlling interest | (3,190,000) | ||
Total purchase consideration | $ 4,150,000 |
BUSINESS COMBINATION (Details N
BUSINESS COMBINATION (Details Narrative) - USD ($) | 3 Months Ended | ||
Feb. 01, 2023 | Sep. 06, 2022 | Mar. 31, 2023 | |
Business Acquisition [Line Items] | |||
Shares, fair value | $ 3,150,000 | ||
Sigmaways Agreement [Member] | Sigamaways Inc [Member] | |||
Business Acquisition [Line Items] | |||
Business acquisition percentage of voting interests acquired | 51% | 51% | |
Purchase combination consideration | $ 4,150,000 | ||
Purchase consideration, cash | $ 1,000,000 | ||
Acquisition, shares | 2,500,000 | 2,500,000 | |
Shares, fair value | $ 3,150,000 | $ 3,150,000 |
SUBSEQUENT EVENT (Details Narra
SUBSEQUENT EVENT (Details Narrative) | Jul. 22, 2024 $ / shares |
Board Of Directors [Member] | Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Dividend decleard per share | $ 0.02 |