Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Apr. 10, 2018 | Jun. 30, 2017 | |
Document And Entity Information | |||
Entity Registrant Name | NETWORK CN INC | ||
Entity Central Index Key | 934,796 | ||
Document Type | 10-K | ||
Trading Symbol | NWCN | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity's Reporting Status Current | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 330,360 | ||
Entity Common Stock, Shares Outstanding | 8,268,795 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash | $ 6,124 | $ 8,512 |
Prepaid expenses and other current assets, net | 101,047 | 101,829 |
Total Current Assets | 107,171 | 110,341 |
Equipment, Net | 2,577 | 896 |
TOTAL ASSETS | 109,748 | 111,237 |
Current Liabilities | ||
Accounts payable, accrued expenses and other payables | 3,721,400 | 3,118,801 |
Short-term loans | 2,822,435 | 2,656,852 |
1% convertible promissory notes due 2016, net | 5,000,000 | 5,000,000 |
Total Current Liabilities | 11,543,835 | 10,775,653 |
TOTAL LIABILITIES | 11,543,835 | 10,775,653 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, $0.001 par value, 5,000,000 shares authorized None issued and outstanding | ||
Common stock, $0.001 par value, 26,666,667 shares authorized Shares issued and outstanding: 8,041,995 and 8,041,995 as of December 31, 2017 and 2016, respectively | 8,042 | 8,042 |
Additional paid-in capital | 123,706,741 | 123,706,741 |
Accumulated deficit | (136,853,001) | (136,083,041) |
Accumulated other comprehensive income | 1,704,131 | 1,703,842 |
TOTAL STOCKHOLDERS' DEFICIT | (11,434,087) | (10,664,416) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 109,748 | $ 111,237 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 5,000,000 | 5,000,000 |
Preferred stock, issued | ||
Preferred stock, outstanding | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 26,666,667 | 26,666,667 |
Common stock, issued | 8,041,995 | 8,041,995 |
Common stock, outstanding | 8,041,995 | 8,041,995 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
REVENUES | ||
Advertising services | ||
COST OF REVENUES | ||
Cost of advertising services | ||
GROSS LOSS | ||
OPERATING EXPENSES | ||
General and administrative | (272,133) | (403,788) |
Stock based compensation for services | (20,000) | |
Total Operating Expenses | (272,133) | (423,788) |
LOSS FROM OPERATIONS | (272,133) | (423,788) |
OTHER INCOME | ||
Gain from write-off of long-aged payables | 47,046 | |
Gain from disposal of subsidiaries | 25 | |
Total Other Income | 47,071 | |
INTEREST AND OTHER DEBT-RELATED EXPENSES | ||
Interest expense | (544,898) | (514,371) |
Total Interest and Other Debt-Related Expenses | (544,898) | (514,371) |
NET LOSS BEFORE INCOME TAXES | (769,960) | (938,159) |
Income taxes | ||
NET LOSS | (769,960) | (938,159) |
OTHER COMPREHENSIVE GAIN/(LOSS) | ||
Foreign currency translation gain/(loss) | 289 | (207) |
Total other comprehensive gain/(loss) | 289 | (207) |
COMPREHENSIVE LOSS | $ (769,671) | $ (938,366) |
NET LOSS PER COMMON SHARE - BASIC AND DILUTED (in dollar per share) | $ (0.095) | $ (0.12) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED (in shares) | 8,041,995 | 8,041,995 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income [Member] | Total |
Balances at beginning at Dec. 31, 2015 | $ 8,042 | $ 123,686,741 | $ (135,144,882) | $ 1,704,049 | $ (9,746,050) |
Balances at beginning (in shares) at Dec. 31, 2015 | 8,041,995 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation for stock granted to directors and officers for services | 20,000 | 20,000 | |||
Translation adjustment | (207) | (207) | |||
Net loss | (938,159) | (938,159) | |||
Balances at ending at Dec. 31, 2016 | $ 8,042 | 123,706,741 | (136,083,041) | 1,703,842 | (10,664,416) |
Balances at ending (in shares) at Dec. 31, 2016 | 8,041,995 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Translation adjustment | 289 | 289 | |||
Net loss | (769,960) | (769,960) | |||
Balances at ending at Dec. 31, 2017 | $ 8,042 | $ 123,706,741 | $ (136,853,001) | $ 1,704,131 | $ (11,434,087) |
Balances at ending (in shares) at Dec. 31, 2017 | 8,041,995 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (769,960) | $ (938,159) |
Depreciation and amortization: | ||
Equipment and intangible assets | 951 | 11,901 |
Stock-based compensation for service | 20,000 | |
Gain from disposal of subsidiaries | (25) | |
Gain from write-off of long-aged payables | (47,046) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets, net | 782 | (672) |
Accounts payable, accrued expenses and other payables | 649,669 | 767,155 |
Net cash used in operating activities | (165,629) | (139,775) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of equipment | (2,632) | |
Proceeds from sales of equipment | 3,846 | |
Net cash (used in) provided by investing activities | (2,632) | 3,846 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from short-term loans | 165,583 | 155,462 |
Proceeds from disposal of subsidiaries | 1 | |
Repayment of capital lease obligation | (17,604) | |
Net cash provided by financing activities | 165,584 | 137,858 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | 289 | (207) |
NET (DECREASE) INCREASE IN CASH | (2,388) | 1,722 |
CASH, BEGINNING OF YEAR | 8,512 | 6,790 |
CASH, END OF YEAR | 6,124 | 8,512 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Income taxes | ||
Interest | $ 947 |
ORGANIZATION AND PRINCIPAL ACTI
ORGANIZATION AND PRINCIPAL ACTIVITIES | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND PRINCIPAL ACTIVITIES | NOTE 1 ORGANIZATION AND PRINCIPAL ACTIVITIES Network CN Inc. was originally incorporated on September 10, 1993 in Delaware with headquarters in the Hong Kong Special Administrative Region of the People’s Republic of China (“PRC” or “China”). Since August 2006, Network CN Inc., its subsidiaries and variable interest entities for which it is the primary beneficiary (collectively “NCN” or the “Company” “we”, “our” or “us”) has been principally engaged in the provision of out-of-home advertising in China through the operation of a network of roadside light emitting diode (“LED”) digital video panels, mega-size LED digital video billboards and light boxes in major cities. Details of the Company’s principal subsidiaries and variable interest entities as of December 31, 2017 are described in Note 3 – Subsidiaries and Variable Interest Entities. Private Placement On March 15, 2018, Network CN Inc. (the “Company”), sold an aggregate of 216,000 shares of the Company’s common stock (the “Shares”) to 19 foreign investors (the “New Investors”) pursuant to the terms of a Common Stock Purchase Agreement between the Company and the New Investors, dated March 15, 2018. The purchase price paid by the New Investor for the Shares was $0.40 per Share for an aggregate sum of Eighty-Six Thousand and Four Hundred U.S. Dollars (US$86,400.00). Net proceeds from the financing will be used for general corporate purposes. Going Concern The Company has experienced recurring net losses of $769,960 and $938,159 for the years ended December 31, 2017 and 2016 respectively. Additionally, the Company has net cash used in operating activities of $165,629 and $139,775 for the years ended December 31, 2017 and 2016 respectively. As of December 31, 2017 and 2016, the Company has stockholders’ deficit of $11,434,087 and $10,664,416, respectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s plans regarding those concerns are addressed in the following paragraph. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. In response to current financial conditions, the Company has actively explored new prominent media projects in order to provide a wider range of media and advertising services and improve our financial performance. If the project can start to operate, the Company expects that the project will improve the Company’s future financial performance. The Company expects that the new project can generate positive cashflow. The existing cash and cash equivalents together with highly liquid current assets are insufficient to fund the Company’s operations for the next twelve months. The Company will need to rely upon some combination of cash generated from the Company’s operations, the proceeds from the potential exercise of the outstanding option held by Keywin Holdings Limited (“Keywin”) to purchase $2 million in shares of the Company’s common stock, or proceeds from the issuance of the Company’s equity and debt securities as well as the exercise of the conversion option by the Company’s note holders to convert the notes to the Company’s common stock, in order to maintain the Company’s operations. Based on the Company’s best estimates, the Company believes that there are sufficient financial resources to meet the cash requirements for the coming twelve months and the consolidated financial statements have been prepared on a going concern basis. However, there can be no assurance the Company will be able to continue as a going concern. These uncertainties may result in adverse effects on continuation of the Company as a going concern. The accompany consolidated financial statements do not reflect any adjustments that might result from the outcome of these uncertainties. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (A) Basis of Presentation and Preparation These consolidated financial statements of the Company have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”). (B) Principles of Consolidation The consolidated financial statements include the financial statements of Network CN Inc., its subsidiaries and variable interest entities for which it is the primary beneficiary. These variable interest entities are those in which the Company, through contractual arrangements, bears the risks and enjoys the rewards normally associated with ownership of the entities. Upon making this determination, the Company is deemed to be the primary beneficiary of these entities, which are then required to be consolidated for financial reporting purpose. All significant intercompany transactions and balances have been eliminated upon consolidation. ( C) Use of Estimates In preparing consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. Differences from those estimates are reported in the period they become known and are disclosed to the extent they are material to the consolidated financial statements taken as a whole. (D) Cash Cash includes cash on hand, cash accounts, and interest bearing savings accounts placed with banks and financial institutions. For the purposes of the statements of cash flow, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. There were no cash equivalents balance as of December 31, 2017 and December 31, 2016. (E) Equipment, Net Equipment is stated at cost less accumulated depreciation and impairment losses, if any. Depreciation is provided on a straight-line basis, less estimated residual values over the assets’ estimated useful lives. The estimated useful lives are as follows: Office equipment 3 - 5 years Furniture and fixtures 3 - 5 years Motor vehicles 5 years When equipment is retired or otherwise disposed of, the related cost, accumulated depreciation and provision for impairment loss, if any, are removed from the respective accounts, and any gain or loss is reflected in the consolidated statements of operations. Repairs and maintenance costs on equipment are expensed as incurred. (F) Impairment of Long-Lived Assets Long-lived assets, such as equipment, are reviewed for impairment whenever events or changes in circumstance indicate that the carrying amount of the assets may not be recoverable. An impairment loss is recognized when the carrying amount of a long-lived asset exceeds the sum of the undiscounted cash flows expected to be generated from the asset’s use and eventual disposition. An impairment loss is measured as the amount by which the carrying amount exceeds the fair value of the asset calculated using a undiscounted cash flow analysis. There was no impairment of long-lived assets during the year. (G) Convertible Promissory Notes and Warrants 1) Debt Restructuring and Issuance of 1% Convertible Promissory Note On April 2, 2009, the Company issued 1% unsecured senior convertible promissory notes to the previous 3% convertible promissory note holders who agreed to cancel these 3% convertible promissory notes in the principal amount of $5,000,000 (including all accrued and unpaid interest thereon), and all of the warrants, in exchange for the 1% unsecured senior convertible promissory notes in the principal amount of $5,000,000. The 1% convertible promissory notes bore interest at 1% per annum, payable semi-annually in arrears, matured on April 1, 2012, and were convertible at any time into shares of the Company’s common stock at a fixed conversion price of $1.7445 per share, subject to customary anti-dilution adjustments. Pursuant to ASC Topic 470, Debt, the Company determined that the original convertible notes and the 1% convertible notes were with substantially different terms and hence the exchange was recorded as an extinguishment of original notes and issuance of new notes. The Company determined the 1% convertible promissory notes to be conventional convertible instruments under ASC Topic 815, Derivatives and Hedging. Its embedded conversion option qualified for equity classification. The embedded beneficial conversion feature was recognized and measured by allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. The debt discount resulting from the allocation of proceeds to the beneficial conversion feature is amortized over the term of the 1% convertible promissory notes from the respective dates of issuance using the effective interest method. 2) Extension of 1% Convertible Promissory Note The 1% convertible promissory notes matured on April 1, 2012 and on the same date, the Company and the note holders agreed to the following: 1) extension of the maturity date of the 1% convertible promissory notes for a period of two years and 2) modification of the 1% convertible promissory notes to be convertible at any time into shares of the Company’s common stock at a conversion price of $1.3956 per share, subject to customary anti-dilution adjustments. In all other respects not specifically mentioned, the terms of the 1% convertible promissory notes remain the same and are fully enforceable in accordance with their terms. Subsequently, the Company issued to the note holders new 1% convertible promissory notes with a maturity date of April 1, 2014. Pursuant to ASC Topic 470, the Company determined that the modification is substantially different and hence the modification was recorded as an extinguishment of notes and issuance of new notes. The Company allocated the amount of the reacquisition price to the repurchased beneficial conversion feature using the intrinsic value of that conversion feature at the extinguishment date and the residual amount was allocated to the convertible security. Thus, the Company recorded a gain on extinguishment of debt. The 1% Convertible Promissory Notes were scheduled to mature on April 1, 2014 and on March 12, 2014, the Company and the respective holders agreed to extend the maturity date of the 1% Convertible Promissory Notes for a period of two years. In all other respects not specifically mentioned, the terms of the 1% Convertible Promissory Notes shall remain the same and shall be fully enforceable in accordance with its terms. The Company determined the modified new 1% convertible promissory notes to be conventional convertible instruments under ASC Topic 815. Its embedded conversion option qualified for equity classification. The embedded beneficial conversion feature was recognized and measured by allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. The debt discount resulting from the allocation of proceeds to the beneficial conversion feature is amortized over the term of the new 1% convertible promissory notes from the respective dates of issuance using the effective interest method. On April 29, 2016, the Company received a reservation of rights letter from the note holders to reserves all of its powers, rights and privileges. (H) Revenue Recognition The Company recognizes revenue in the period when advertisements are either aired or published. The Company does not expect to generated any revenue for the year. (I) Stock-based Compensation The Company complies with ASC Topic 718, Compensation – Stock Compensation, using a modified prospective application transition method, which establishes accounting for stock-based awards in exchange for employee services. Under this application, the Company is required to record stock-based compensation expense for all awards granted. It requires that stock-based compensation cost is measured at grant date, based on the fair value of the award, and recognized as expense over the requisite services period. Common stock, stock options and warrants issued to other than employees or directors in exchange for services are recorded on the basis of their fair value. In accordance with ASC Topic 505, Equity, the non-employee stock options or warrants are measured at their fair value by using the Black-Scholes option pricing model as of the earlier of the date at which a commitment for performance to earn the equity instruments is reached (“performance commitment date”) or the date at which performance is complete (“performance completion date”). The stock-based compensation expenses are recognized on a straight-line basis over the shorter of the period over which services are to be received or the vesting period. Accounting for non-employee stock options or warrants which involve only performance conditions when no performance commitment date or performance completion date has occurred as of reporting date requires measurement at the equity instruments then-current fair value. Any subsequent changes in the market value of the underlying common stock are reflected in the expense recorded in the subsequent period in which that change occurs. (J) Income Taxes The Company accounts for income taxes under ASC Topic 740, Income Tax. Deferred tax assets and liabilities are provided for the future tax effects attributable to temporary differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases, and for the expected future tax benefits from items including tax loss carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or reversed. The expense or benefit related to adjusting deferred tax assets and liabilities as a result of a change in tax rates is recognized in income or loss in the period that includes the enactment date. The Company recognizes and measures uncertain tax positions and records tax benefits when it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The company recognizes interest and penalties as a component of income tax expense if applicable. (K) Comprehensive Income (Loss) The Company follows ASC Topic 220, Comprehensive Income, for the reporting and display of its comprehensive income (loss) and related components in the financial statements and thereby reports a measure of all changes in equity of an enterprise that results from transactions and economic events other than transactions with the shareholders. Items of comprehensive income (loss) are reported in both the consolidated statements of operations and comprehensive loss and the consolidated statement of stockholders’ deficit. (L) Earnings (Loss) Per Common Share Basic earnings (loss) per common share are computed in accordance with ASC Topic 260, Earning per Share, by dividing the net income (loss) attributable to holders of common stock by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares including the dilutive effect of common share equivalents then outstanding. The diluted net loss per common share is the same as the basic net loss per share for the years ended December 31, 2017 and 2016 as all potential common shares including stock options and warrants are anti-dilutive and are therefore excluded from the computation of diluted net loss per share. (M) Foreign Currency Translation The assets and liabilities of the Company’s subsidiaries and variable interest entities denominated in currencies other than U.S. dollars are translated into U.S. dollars using the applicable exchange rates at the balance sheet date. For consolidated statements of operations’ items, amounts denominated in currencies other than U.S. dollars were translated into U.S. dollars using the average exchange rate during the year. Equity accounts were translated at their historical exchange rates. Net gains and losses resulting from translation of foreign currency financial statements are included in the statements of stockholders’ equity/(deficit) as accumulated other comprehensive income (loss). Foreign currency transaction gains and losses are reflected in the consolidated statements of operations. (N) Fair Value of Financial Instruments ASC Topic 820, Fair Value Measurements and Disclosure, defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. It 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. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It establishes three levels of inputs that may be used to measure fair value: Level 1 Level 2 Level 3 The carrying value of the Company’s financial instruments, which consist of cash, prepaid expenses and other current assets, accounts payable, accrued expenses and other payables, approximates fair value due to the short-term maturities. The carrying value of the Company’s financial instruments related to warrants associated with convertible promissory notes is stated at a value being equal to the allocated proceeds of convertible promissory notes based on the relative fair value of notes and warrants. In the measurement of the fair value of these instruments, the Black-Scholes option pricing model is utilized, which is consistent with the Company’s historical valuation techniques. These derived fair value estimates are significantly affected by the assumptions used. As the allocated value of the financial instruments related to warrants associated with convertible promissory notes is recorded in additional paid-in capital, the financial instruments related to warrants were not required to mark to market as of each subsequent reporting period. (O) Recent Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09 "Revenue from Contracts with Customers (Topic 606)" to provide accounting guidance related to revenue from contracts with customers. The amendments in ASU 2014-09 affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (e.g., insurance contracts or lease contracts). This ASU will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance, and creates a Topic 606 Revenue from Contracts with Customers. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: Step 1: Identify the contract(s) with a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. The guidance was originally effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2016, for public entities. Early application was not permitted (however, early adoption was optional for entities reporting under IFRSs). In August, 2015, the FASB issued ASU 2015-14 “Revenue from Contracts With Customers (Topic 606): Deferral of the Effective Date”, which deferred for one year the effective date of the new revenue standard for public and nonpublic entities reporting under U.S. GAAP. Therefore, for public business entities, certain not-for-profit entities, and certain employee benefit plans, the effective date for ASC 606 is annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2017. Early application is permitted only as of annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2016. The effective date for all other entities is annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. All other entities may apply the ASU early as of an annual reporting period beginning after December 15, 2016, including interim reporting periods within that reporting period. All other entities also may apply ASC 606 early as of an annual reporting period beginning after December 15, 2016, and interim reporting periods within annual reporting periods beginning one year after the annual reporting period in which the entity first applies ASC 606. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements as the Company did not generate any revenue for the year. In January 2016, the FASB issued ASU 2016-01 "Recognition and Measurement of Financial Assets and Financial Liabilities" to enhance the reporting model for financial instruments to provide users of financial statements with more decision-useful information. ASU 2016-01 particularly relates to the fair value and impairment of equity investments, financial instruments measured at amortized cost, and the use of the exit price notion when measuring the fair value of financial instruments for disclosure purposes. ASU 2016-01 is effective for fiscal years and interim periods beginning after December 15, 2017. Early adoption is only permitted for certain particular amendments within ASU 2016-01, where financial statements have not yet been issued. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements. In February 2016, the FASB issued ASU 2016-02 "Leases" to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASU 2016-02 creates a new Accounting Standards Codification Topic 842 "Leases" to replace the previous Topic 840 "Leases." ASU 2016-02 affects both lessees and lessors, although for the latter the provisions are similar to the previous model, but updated to align with certain changes to the lessee model and also the new revenue recognition provisions contained in ASU 2014-09 (see above). ASU 2016-02 is effective for fiscal years and interim periods beginning after December 15, 2018. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements. In June 2016, the FASB issued ASU 2016-13 "Financial Instruments - Credit Losses" to introduce new guidance for the accounting for credit losses on instruments within its scope. ASU 2016-13 requires among other things, the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. In addition, the ASU 2016-13 amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. ASU 2016-13 is effective for fiscal years and interim periods beginning after December 15, 2019. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements. In August 2016, the FASB issued ASU 2016-15 "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments", to address diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. It addresses the following eight specific cash flow issues: debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies (COLIs) (including bank-owned life insurance policies (BOLIs)); distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. The amendments are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years with early adoption permitted. The amendments should be applied using a retrospective transition method to each period presented. If it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements. In January 2017, the FASB issued ASU 2017-01 "Business Combinations (Topic 805): Clarifying the Definition of a Business”, to clarify the definition of a business. The amendments affect all companies and other reporting organizations that must determine whether they have acquired or sold a business. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The amendments are intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments of this ASU are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements. In May 2017, the FASB issued ASU 2017-09 “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting”, to provide guidance on determining which changes to the terms and conditions of share-based payment awards require an entity to apply modification accounting under Topic 718. The amendments are effective for fiscal years and interim periods beginning after December 15, 2017. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements. In July 2017, the FASB issued ASU 2017-11 “Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception”, to simplify the accounting for certain financial instruments with down round features. The amendments require companies to disregard the down round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or equity classification. Companies that provide earnings per share (EPS) data will adjust their basic EPS calculation for the effect of the feature when triggered (i.e., when the exercise price of the related equity-linked financial instrument is adjusted downward because of the down round feature) and will also recognize the effect of the trigger within equity. The amendments also address navigational concerns within the FASB Accounting Standards Codification® related to an indefinite deferral available to private companies with mandatorily redeemable financial instruments and certain noncontrolling interests, one that created significant “pending content” in the Codification. The FASB decided to reclassify the indefinite deferral as a scope exception, which does not have an accounting effect. The amendments are effective for fiscal years and interim periods beginning after December 15, 2018. Early adoption is permitted. The Company is currently assessing the impact of ASU 2017-11 on its consolidated financial position, results of operations and cash flows. |
SUBSIDIARIES AND VARIABLE INTER
SUBSIDIARIES AND VARIABLE INTEREST ENTITIES | 12 Months Ended |
Dec. 31, 2017 | |
Schedule of Investments [Abstract] | |
SUBSIDIARIES AND VARIABLE INTEREST ENTITIES | NOTE 3 SUBSIDIARIES AND VARIABLE INTEREST ENTITIES Details of the Company’s principal consolidated subsidiaries and variable interest entities as of December 31, 2017 were as follows: Name Place of Incorporation Ownership/Control interest attributable to the Company Principal activities NCN Group Limited BVI 100% Investment holding NCN Media Services Limited BVI 100% Investment holding Cityhorizon Limited Hong Kong 100% Investment holding NCN Group Management Limited Hong Kong 100% Provision of administrative and management services Crown Eagle Investment Limited Hong Kong 100% Dormant Crown Winner International Limited Hong Kong 100% Investment holding NCN Huamin Management Consultancy (Beijing) Company Limited * PRC 100% Dormant Huizhong Lianhe Media Technology Co., Ltd. * PRC 100% Dormant Beijing Huizhong Bona Media Advertising Co., Ltd. PRC 100% (1) Dormant Xingpin Shanghai Advertising Limited PRC 100% (1) Dormant Chuanghua Shanghai Advertising Limited PRC 100% Dormant Jiahe Shanghai Advertising Limited PRC 100% Dormant * The subsidiary’s registration license has been revoked. Details of the Company’s consolidated subsidiaries disposed during the year ended December 31, 2017 were as follows: Name Place of Incorporation Ownership/Control interest attributable to the Company Principal activities Business Boom Investments Limited BVI 100% (2) Investment holding NCN Group (HK) Limited Hong Kong 100% (2) Dormant Remarks: 1) Variable interest entity which the Company exerted 100% control through a set of commercial arrangements. 2) During the period ended September 30, 2017, the Company’s subsidiary, NCN Media Services Limited, disposed of its entire 100% equity interests of NCN Group (HK) Limited and Business Boom Investments Limited which was dormant, to an individual at $1 consideration. Accordingly, the Company recorded a gain from disposal of subsidiaries of $25 for the year ended December 31, 2017. |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Text Block Supplement [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET | NOTE 4 PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET Prepaid expenses and other current assets, net as of December 31, 2017 and 2016 were as follows: 2017 2016 Prepaid expenses $ 100,794 $ 101,627 Rental and other deposits 253 202 Sub-total 101,047 101,829 Less: allowance for doubtful debts - - Total $ 101,047 $ 101,829 For the years ended December 31, 2017 and 2016, the Company recorded no allowance for doubtful debt for prepaid expenses and other current assets. |
EQUIPMENT, NET
EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
EQUIPMENT, NET | NOTE 5 EQUIPMENT, NET Equipment, net as of December 31, 2017 and 2016 consisted of the following: 2017 2016 Office equipment $ 6,873 $ 14,049 Less: accumulated depreciation (4,296 ) (13,153 ) Total $ 2,577 $ 896 Depreciation expenses for the years ended December 31, 2017 and 2016 amounted to $951 and $11,901 respectively. During the year ended December 31, 2017, the Company wrote off office equipment with cost at $9,808 with no gain or loss on the written off. Pledge of Equipment No equipment has been pledged by the Company. |
ACCOUNTS PAYABLE, ACCRUED EXPEN
ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER PAYABLES | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER PAYABLES | NOTE 6 ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER PAYABLES Accounts payable, accrued expenses and other payables as of December 31, 2017 and 2016 consisted of the following: 2017 2016 Accrued staff benefits and related fees $ 1,650,355 $ 1,461,237 Accrued professional fees 44,394 166,382 Accrued interest expenses 1,937,010 1,391,699 Other accrued expenses 89,641 89,652 Other payables - 9,831 Total $ 3,721,400 $ 3,118,801 |
SHORT-TERM LOANS
SHORT-TERM LOANS | 12 Months Ended |
Dec. 31, 2017 | |
Short-term Loans | |
SHORT-TERM LOANS | NOTE 7 SHORT-TERM LOANS As of December 31, 2017, the Company recorded an aggregated amount of $2,822,435 of short-term loans. Those loans were borrowed from an unrelated individual. Those loans are unsecured, bear a monthly interest of 1.5% and repayable on demand. However, according to the agreement, the Company shall have the option to shorten or extend the life of those short-term loans if the need arises and the Company has agreed with the lender to extend the short-term loans on due date. As of the date of this report, those loans have not yet been repaid. The interest expenses of the short-term loans for the years ended December 31, 2017 and 2016 amounted to $494,898 and $463,424, respectively. |
CONVERTIBLE PROMISSORY NOTES AN
CONVERTIBLE PROMISSORY NOTES AND WARRANTS | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE PROMISSORY NOTES AND WARRANTS | NOTE 8 CONVERTIBLE PROMISSORY NOTES AND WARRANTS (1) Debt Restructuring and Issuance of 1% Convertible Promissory Notes On November 19, 2007, the Company entered into a Note and Warrant Purchase Agreement, as amended (the “Purchase Agreement”) with Shanghai Quo Advertising Co. Ltd and affiliated investment funds of Och-Ziff Capital Management Group (the “Investors”) pursuant to which it agreed to issue in three tranches, 3% Senior Secured Convertible Promissory Notes due June 30, 2011, in the aggregate principal amount of up to $50,000,000 (the “3% Convertible Promissory Notes”) and warrants to acquire an aggregate amount of 457,143 shares of the Company’s Common Stock (the “Warrants”). Between November 19 - 28, 2007, the Company issued 3% Convertible Promissory Notes in the aggregate principal amount of $15,000,000, Warrants to purchase shares of the Company’s common stock at $187.5 per share and Warrants to purchase shares of the Company’s common stock at $262.5 per share. On January 31, 2008, the Company amended and restated the previously issued 3% Convertible Promissory Notes and issued to the Investors 3% Convertible Promissory Notes in the aggregate principal amount of $50,000,000 (the “Amended and Restated Notes”), Warrants to purchase shares of the Company’s common stock at $187.5 per share and Warrants to purchase shares of the Company’s common stock at $262.5 per share. In connection with the Amended and Restated Notes, the Company entered into a Security Agreement, dated as of January 31, 2008 (the “Security Agreement”), pursuant to which the Company granted to the collateral agent for the benefit of the Investors, a first-priority security interest in certain of the Company’s assets, and 66% of the equity interest in the Company. On April 2, 2009, the Company entered into a new financing arrangement with the previous holders of the Amended and Restated Notes (the “Note Holders”), and Keywin. Pursuant to a note exchange and option agreement, dated April 2, 2009 (the “Note Exchange and Option Agreement”), between the Company and Keywin, Keywin exchanged its Amended and Restated Note in the principal amount of $45,000,000, and all accrued and unpaid interest thereon, for 4,093,806 shares of the Company’s common stock and an option to purchase an aggregate of 1,637,522 shares of the Company’s common stock, for an aggregate purchase price of $2,000,000 (the “Keywin Option”). The Keywin Option was originally exercisable for a three-month period which commenced on April 2, 2009, but pursuant to several subsequent amendments, the exercise period has been extended to one hundred and twenty-nine-month period ending on January 1, 2020, subject to the Company’s right to unilaterally terminate the exercise period upon 30 days’ written notice. As of December 31, 2017, the Keywin Option has not been exercised. Pursuant to a note exchange agreement, dated April 2, 2009, among the Company and the Note Holders, the parties agreed to cancel their Amended and Restated Notes in the principal amount of $5,000,000 (including all accrued and unpaid interest thereon), and all of the warrants, in exchange for the Company’s issuance of the 1% unsecured senior convertible promissory notes due 2012 in the principal amount of $5,000,000 (the “1% Convertible Promissory Notes”). The 1% Convertible Promissory Notes bear interest at 1% per annum, are payable semi-annually in arrears, mature on April 1, 2012, and are convertible at any time by the holder into shares of the Company’s common stock at an initial conversion price of $1.7445 per share, subject to customary anti-dilution adjustments. In addition, in the event of a default, the holders will have the right to redeem the 1% Convertible Promissory Notes at 110% of the principal amount, plus any accrued and unpaid interest. The parties also agreed to terminate the Security Agreement and release all security interests arising out of the Purchase Agreement and the Amended and Restated Notes. 2) Extension of 1% Convertible Promissory Notes and Issuance of New 1% Convertible Promissory Notes in 2012 The 1% Convertible Promissory Notes matured on April 1, 2012 and on the same date, the Company and the Note Holders agreed to the following: (1) extension of the maturity date of the 1% Convertible Promissory Notes for a period of two years and (2) modification of the 1% Convertible Promissory Notes to be convertible at any time into shares of the Company’s common stock at a conversion price of $1.3956 per share, subject to customary anti-dilution adjustments. In all other respects not specifically mentioned, the terms of the 1% Convertible Promissory Notes shall remain the same and shall be fully enforceable in accordance with its terms. Subsequently, the Company issued new 1% convertible promissory notes (the “New 1% Convertible Promissory Notes”) to the Note Holders. The New 1% Convertible Promissory Notes bear interest at 1% per annum, are payable semi-annually in arrears, mature on April 1, 2014, and are convertible at any time by the Note Holders into shares of the Company’s common stock at an initial conversion price of $1.3956 per share, subject to customary anti-dilution adjustments. In addition, in the event of a default, the Note Holders will have the right to redeem the New 1% Convertible Promissory Notes at 110% of the principal amount, plus any accrued and unpaid interest. Gain on extinguishment of debt Pursuant to ASC Topic 470-20-40-3, the Company allocated the amount of the reacquisition price to the repurchased beneficial conversion feature using the intrinsic value of that conversion feature at the extinguishment date and the residual amount was allocated to the convertible security. Thus, the Company recognized a gain on extinguishment of debt of $1,877,594 at the date of extinguishment and included in the statements of operations for the year ended December 31, 2012. 3) Extension of 1% Convertible Promissory Notes and Issuance of New 1% Convertible Promissory Notes in 2014 The 1% Convertible Promissory Notes matured on April 1, 2014 and on March 12, 2014, the Company and the respective holders agreed to extend the maturity date of the 1% Convertible Promissory Notes for a period of two years until April 1, 2016. In all other respects not specifically mentioned, the terms of the 1% Convertible Promissory Notes shall remain the same and shall be fully enforceable in accordance with its terms. Pursuant to ASC Topic 470-50 and ASC Topic 470-50-40, the Company determined that the original convertible notes and the modified convertible notes had substantially different terms and hence the fair value of the embedded beneficial conversion feature of the modified convertible notes, which would be recognized and measured by allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital and any debt discount will be amortized over the term of the modified convertible notes from the effective date of the new agreement using the effective interest method. As of April 1, 2014, the Company determined the fair value of the embedded beneficial conversion feature of the modified convertible notes is $nil. 4)No extension of 1% Convertible Promissory Notes at the maturity date on April 1, 2016 On April 29, 2016, the Company received a reservation of rights letter from the note holders to reserves all of its powers, rights and privileges. The following table details the accounting treatment of the convertible promissory notes: New 1% Convertible Promissory Notes, due in 2014 New 1% Convertible Promissory Notes, due in 2016 Total Proceeds of new 1% convertible promissory notes $ 5,000,000 $ - $ 5,000,000 Allocated intrinsic value of beneficial conversion feature (3,598,452 ) - (3,598,452 ) Amortization of debt discount for the year ended December 31, 2012 800,249 - 800,249 Net carrying value of convertible promissory notes as of December 31, 2012 2,201,797 - 2,201,797 Amortization of debt discount for the year ended December 31, 2013 1,862,615 - 1,862,615 Net carrying value of convertible promissory notes as of December 31, 2013 4,064,412 - 4,064,412 Amortization of debt discount for the year ended December 31, 2014 935,588 - 935,588 Repayment of 1% convertible promissory note (5,000,000 ) - (5,000,000 ) Proceeds of new 1% convertible promissory notes - 5,000,000 5,000,000 Allocated intrinsic value of beneficial conversion feature - - - Net carrying value of convertible promissory notes as of December 31, 2014, 2015, 2016 and 2017 $ - $ 5,000,000 $ 5,000,000 Interest Expense The following table details the interest expenses: Years Ended December 31, 2017 2016 New 1% convertible promissory notes, due in 2016 $ 50,000 $ 50,000 New 1% convertible promissory notes, due in 2014 - Total $ 50,000 $ 50,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 COMMITMENTS AND CONTINGENCIES Contingencies The Company accounts for loss contingencies in accordance with ASC Topic 450 and other related guidelines. As of December 31, 2017 and 2016, the Company’s management is of the opinion that there are no commitments and contingencies to account for. |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' DEFICIT | NOTE 10 STOCKHOLDERS’ DEFICIT (A) Stock, Options and Warrants Issued for Services In August 2015, the Board of Directors granted an aggregate of 53,332 shares of common stock to the directors of the Company for their services rendered during the year from July 1, 2015 to June 30, 2016. Each director was granted shares of the Company’s common stock subject to a vesting period of twelve months in the following amounts: Earnest Leung, 13,333 shares; Wong Wing Kong, 13,333 shares; Frederick Wong, 13,333 shares and Shirley Cheng, 13,333 shares. In connection with these stock grants and in accordance with ASC Topic 718, the Company recognized $nil and $20,000 of non-cash stock-based compensation included in general and administrative expenses on the consolidated statements of operations for the year ended December 31, 2017 and 2016. (B) Restriction on payment of dividends The Company has not declared any dividends since incorporation. For instance, the terms of the outstanding promissory notes issued to affiliated funds of Och-Ziff on April 2, 2014 contain restrictions on the payment of dividends. The dividend restrictions provide that the Company or any of its subsidiaries shall not declare or pay dividends or other distributions in respect of the equity securities of such entity other than dividends or distributions of cash which amounts during any 12-month period that exceed ten percent (10%) of the consolidated net income of the Company based on the Company’s most recent audited financial statements disclosed in the Company’s annual report on Form 10-K (or equivalent form) filed with the U.S. Securities and Exchange Commission. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 11 RELATED PARTY TRANSACTIONS Except as set forth below, during the years ended December 31, 2017 and 2016, the Company did not enter into any material transactions or series of transactions that would be considered material in which any officer, director or beneficial owner of 5% or more of any class of the Company’s capital stock, or any immediate family member of any of the preceding persons, had a direct or indirect material interest. In April 2009, in connection with debt restructuring, Statezone Ltd. of which Dr. Earnest Leung, the Company’s Chief Executive Officer and a Director (being appointed on July 15, 2009 and May 11, 2009, respectively) was the sole director, provided agency and financial advisory services to the Company. Accordingly, the Company paid an aggregate service fee of $350,000, of which $250,000 has been recorded as issuance costs for 1% Convertible Promissory Notes and $100,000 has been recorded as prepaid expenses and other current assets, net since April 2009. Such $100,000 is refundable unless the Keywin Option is exercised and completed. As of December 31, 2017, $100,000 was recorded as prepaid expenses and other current assets. On July 1, 2009, the Company and Keywin, of which the Company’s chief executive officer and director is the director and his spouse is the sole shareholder, entered into an Amendment, pursuant to which the Company agreed to extend the exercise period for the Keywin Option under the Note Exchange and Option Agreement between the Company and Keywin, to purchase an aggregate of 1,637,522 shares of our common stock for an aggregate purchase price of $2,000,000, from a three-month period ended on July 1, 2009, to a six-month period ended October 1, 2009. The exercise period for the Keywin option was subsequently further extended to a nine-month period ended January 1, 2010, pursuant to the Second Amendment. On January 1, 2010, the Company and Keywin entered into the third Amendment, pursuant to which the Company agreed to further extend the exercise period to an eighteen-month period ended on October 1, 2010, and provide the Company with the right to unilaterally terminate the exercise period upon 30 days’ written notice. On September 30, 2010, the exercise price was extended at various times from September 1, 2010 to December 31, 2017, the latest exercise period for the Keywin Option was further extended to a hundred and twenty-nine-month period ending on January 1, 2020 and the exercise price changed to $0.99. |
NET LOSS PER COMMON SHARE
NET LOSS PER COMMON SHARE | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
NET LOSS PER COMMON SHARE | NOTE 12 NET LOSS PER COMMON SHARE Net loss per share information for the years ended December 31, 2017 and 2016 was as follows: 2017 2016 Numerator: Net loss attributable to NCN common stockholders $ (769,960 ) $ (938,159 ) Denominator Weighted average number of shares outstanding, basic 8,041,995 8,041,995 Effect of dilutive securities Options and warrants - - Weighted average number of shares outstanding, diluted 8,041,995 8,041,995 Net loss per common share – basic and diluted $ (0.095 ) $ (0.12 ) The diluted net loss per common share is the same as the basic net loss per common share for the years ended December 31, 2017 and 2016 as the ordinary shares issuable under stock options and warrants outstanding are anti-dilutive and are therefore excluded from the computation of diluted net loss per common share. The securities that could potentially dilute basic net loss per common share in the future that were not included in the computation of diluted net loss per common share because of anti-dilutive effect as of December 31, 2017 and 2016 were summarized as follows: |
GAIN FROM DISPOSAL OF SUBSIDIAR
GAIN FROM DISPOSAL OF SUBSIDIARIES | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
GAIN FROM DISPOSAL OF SUBSIDIARIES | NOTE 13 GAIN FROM DISPOSAL OF SUBSIDIARIES As a part of the cost-cutting measures implemented, the Company disposed its dormant company. The Company’s subsidiary, Crown Winner International Limited, disposed of its entire 100% equity interests of Business Boom Investments Limited, a Hong Kong investment holding company and NCN Group (HK) Limited, a Hong Kong company which has dormant, to an unrelated individual at $1 consideration. Accordingly, the Company recorded a gain from disposal of subsidiaries of $25 arising from disposal of subsidiaries with negative equity for the year ended December 31, 2017. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 14 INCOME TAXES Income is subject to taxation in various countries in which the Company and its subsidiaries operate or are incorporated. The (income)/loss before income taxes by geographical locations for the years ended December 31, 2017 and 2016 were summarized as follows: 2017 2016 United States $ 55,111 $ 177,046 Foreign 714,849 761,113 $ 769,960 $ 938,159 At December 31, 2017, the Company had an unused net operating loss carryforward of approximately $21,405,000 for income tax purposes, which expires between 2024 and 2037. This net operating loss carryforward may result in future income tax benefits of approximately $4,495,000 however, because realization is uncertain at this time, a valuation allowance in the same amount has been established. Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax liabilities and assets of December 31, 2017 and 2016 are as follows: 2017 2016 Deferred tax liabilities $ - $ - Deferred tax assets: Effect of net operating loss carried forward 4,495,007 8,577,316 Less: valuation allowance (4,495,007 ) (8,577,316 ) Net deferred tax assets $ - $ - Movement of valuation allowance: 2017 2016 At the beginning of the year $ 8,577,316 $ 8,517,120 Current year (deduction)/ addition (4,082,309 ) 60,196 At the end of the year $ 4,495,007 $ 8,577,316 As a result of the reduction of the corporate income tax rate from 35% to 21% due to the Tax Cuts and Jobs Act which was enacted on December 22, 2017, U.S. GAAP requires companies to remeasure their deferred tax assets and liabilities as of the date of enactment, with resulting tax effects accounted for in the period of enactment. (the change in deferred tax balances would have a corresponding change to valuation allowance thereby resulting in no income tax expense for the year). |
SUMMARY OF SIGNIFICANT ACCOUN21
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Preparation | (A) Basis of Presentation and Preparation These consolidated financial statements of the Company have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”). |
Principles of Consolidation | (B) Principles of Consolidation The consolidated financial statements include the financial statements of Network CN Inc., its subsidiaries and variable interest entities for which it is the primary beneficiary. These variable interest entities are those in which the Company, through contractual arrangements, bears the risks and enjoys the rewards normally associated with ownership of the entities. Upon making this determination, the Company is deemed to be the primary beneficiary of these entities, which are then required to be consolidated for financial reporting purpose. All significant intercompany transactions and balances have been eliminated upon consolidation. |
Use of Estimates | (C) Use of Estimates In preparing consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. Differences from those estimates are reported in the period they become known and are disclosed to the extent they are material to the consolidated financial statements taken as a whole. |
Cash | (D) Cash Cash includes cash on hand, cash accounts, and interest bearing savings accounts placed with banks and financial institutions. For the purposes of the statements of cash flow, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. There were no cash equivalents balance as of December 31, 2017 and December 31, 2016. |
Equipment, Net | (E) Equipment, Net Equipment is stated at cost less accumulated depreciation and impairment losses, if any. Depreciation is provided on a straight-line basis, less estimated residual values over the assets’ estimated useful lives. The estimated useful lives are as follows: Office equipment 3 - 5 years Furniture and fixtures 3 - 5 years Motor vehicles 5 years When equipment is retired or otherwise disposed of, the related cost, accumulated depreciation and provision for impairment loss, if any, are removed from the respective accounts, and any gain or loss is reflected in the consolidated statements of operations. Repairs and maintenance costs on equipment are expensed as incurred. |
Impairment of Long-Lived Assets | (F) Impairment of Long-Lived Assets Long-lived assets, such as equipment, are reviewed for impairment whenever events or changes in circumstance indicate that the carrying amount of the assets may not be recoverable. An impairment loss is recognized when the carrying amount of a long-lived asset exceeds the sum of the undiscounted cash flows expected to be generated from the asset’s use and eventual disposition. An impairment loss is measured as the amount by which the carrying amount exceeds the fair value of the asset calculated using a undiscounted cash flow analysis. There was no impairment of long-lived assets during the year. |
Convertible Promissory Notes and Warrants | (G) Convertible Promissory Notes and Warrants 1) Debt Restructuring and Issuance of 1% Convertible Promissory Note On April 2, 2009, the Company issued 1% unsecured senior convertible promissory notes to the previous 3% convertible promissory note holders who agreed to cancel these 3% convertible promissory notes in the principal amount of $5,000,000 (including all accrued and unpaid interest thereon), and all of the warrants, in exchange for the 1% unsecured senior convertible promissory notes in the principal amount of $5,000,000. The 1% convertible promissory notes bore interest at 1% per annum, payable semi-annually in arrears, matured on April 1, 2012, and were convertible at any time into shares of the Company’s common stock at a fixed conversion price of $1.7445 per share, subject to customary anti-dilution adjustments. Pursuant to ASC Topic 470, Debt, the Company determined that the original convertible notes and the 1% convertible notes were with substantially different terms and hence the exchange was recorded as an extinguishment of original notes and issuance of new notes. The Company determined the 1% convertible promissory notes to be conventional convertible instruments under ASC Topic 815, Derivatives and Hedging. Its embedded conversion option qualified for equity classification. The embedded beneficial conversion feature was recognized and measured by allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. The debt discount resulting from the allocation of proceeds to the beneficial conversion feature is amortized over the term of the 1% convertible promissory notes from the respective dates of issuance using the effective interest method. 2) Extension of 1% Convertible Promissory Note The 1% convertible promissory notes matured on April 1, 2012 and on the same date, the Company and the note holders agreed to the following: 1) extension of the maturity date of the 1% convertible promissory notes for a period of two years and 2) modification of the 1% convertible promissory notes to be convertible at any time into shares of the Company’s common stock at a conversion price of $1.3956 per share, subject to customary anti-dilution adjustments. In all other respects not specifically mentioned, the terms of the 1% convertible promissory notes remain the same and are fully enforceable in accordance with their terms. Subsequently, the Company issued to the note holders new 1% convertible promissory notes with a maturity date of April 1, 2014. Pursuant to ASC Topic 470, the Company determined that the modification is substantially different and hence the modification was recorded as an extinguishment of notes and issuance of new notes. The Company allocated the amount of the reacquisition price to the repurchased beneficial conversion feature using the intrinsic value of that conversion feature at the extinguishment date and the residual amount was allocated to the convertible security. Thus, the Company recorded a gain on extinguishment of debt. The 1% Convertible Promissory Notes were scheduled to mature on April 1, 2014 and on March 12, 2014, the Company and the respective holders agreed to extend the maturity date of the 1% Convertible Promissory Notes for a period of two years. In all other respects not specifically mentioned, the terms of the 1% Convertible Promissory Notes shall remain the same and shall be fully enforceable in accordance with its terms. The Company determined the modified new 1% convertible promissory notes to be conventional convertible instruments under ASC Topic 815. Its embedded conversion option qualified for equity classification. The embedded beneficial conversion feature was recognized and measured by allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. The debt discount resulting from the allocation of proceeds to the beneficial conversion feature is amortized over the term of the new 1% convertible promissory notes from the respective dates of issuance using the effective interest method. On April 29, 2016, the Company received a reservation of rights letter from the note holders to reserves all of its powers, rights and privileges. |
Revenue Recognition | (H) Revenue Recognition The Company recognizes revenue in the period when advertisements are either aired or published. The Company does not expect to generated any revenue for the year. |
Stock-based Compensation | (I) Stock-based Compensation The Company complies with ASC Topic 718, Compensation – Stock Compensation, using a modified prospective application transition method, which establishes accounting for stock-based awards in exchange for employee services. Under this application, the Company is required to record stock-based compensation expense for all awards granted. It requires that stock-based compensation cost is measured at grant date, based on the fair value of the award, and recognized as expense over the requisite services period. Common stock, stock options and warrants issued to other than employees or directors in exchange for services are recorded on the basis of their fair value. In accordance with ASC Topic 505, Equity, the non-employee stock options or warrants are measured at their fair value by using the Black-Scholes option pricing model as of the earlier of the date at which a commitment for performance to earn the equity instruments is reached (“performance commitment date”) or the date at which performance is complete (“performance completion date”). The stock-based compensation expenses are recognized on a straight-line basis over the shorter of the period over which services are to be received or the vesting period. Accounting for non-employee stock options or warrants which involve only performance conditions when no performance commitment date or performance completion date has occurred as of reporting date requires measurement at the equity instruments then-current fair value. Any subsequent changes in the market value of the underlying common stock are reflected in the expense recorded in the subsequent period in which that change occurs. |
Income Taxes | (J) Income Taxes The Company accounts for income taxes under ASC Topic 740, Income Tax. Deferred tax assets and liabilities are provided for the future tax effects attributable to temporary differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases, and for the expected future tax benefits from items including tax loss carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or reversed. The expense or benefit related to adjusting deferred tax assets and liabilities as a result of a change in tax rates is recognized in income or loss in the period that includes the enactment date. The Company recognizes and measures uncertain tax positions and records tax benefits when it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The company recognizes interest and penalties as a component of income tax expense if applicable. |
Comprehensive Income (Loss) | (K) Comprehensive Income (Loss) The Company follows ASC Topic 220, Comprehensive Income, for the reporting and display of its comprehensive income (loss) and related components in the financial statements and thereby reports a measure of all changes in equity of an enterprise that results from transactions and economic events other than transactions with the shareholders. Items of comprehensive income (loss) are reported in both the consolidated statements of operations and comprehensive loss and the consolidated statement of stockholders’ deficit. |
Earnings (Loss) Per Common Share | (L) Earnings (Loss) Per Common Share Basic earnings (loss) per common share are computed in accordance with ASC Topic 260, Earning per Share, by dividing the net income (loss) attributable to holders of common stock by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares including the dilutive effect of common share equivalents then outstanding. The diluted net loss per common share is the same as the basic net loss per share for the years ended December 31, 2017 and 2016 as all potential common shares including stock options and warrants are anti-dilutive and are therefore excluded from the computation of diluted net loss per share. |
Foreign Currency Translation | (M) Foreign Currency Translation The assets and liabilities of the Company’s subsidiaries and variable interest entities denominated in currencies other than U.S. dollars are translated into U.S. dollars using the applicable exchange rates at the balance sheet date. For consolidated statements of operations’ items, amounts denominated in currencies other than U.S. dollars were translated into U.S. dollars using the average exchange rate during the year. Equity accounts were translated at their historical exchange rates. Net gains and losses resulting from translation of foreign currency financial statements are included in the statements of stockholders’ equity/(deficit) as accumulated other comprehensive income (loss). Foreign currency transaction gains and losses are reflected in the consolidated statements of operations. |
Fair Value of Financial Instruments | (N) Fair Value of Financial Instruments ASC Topic 820, Fair Value Measurements and Disclosure, defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. It 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. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It establishes three levels of inputs that may be used to measure fair value: Level 1 Level 2 Level 3 The carrying value of the Company’s financial instruments, which consist of cash, prepaid expenses and other current assets, accounts payable, accrued expenses and other payables, approximates fair value due to the short-term maturities. The carrying value of the Company’s financial instruments related to warrants associated with convertible promissory notes is stated at a value being equal to the allocated proceeds of convertible promissory notes based on the relative fair value of notes and warrants. In the measurement of the fair value of these instruments, the Black-Scholes option pricing model is utilized, which is consistent with the Company’s historical valuation techniques. These derived fair value estimates are significantly affected by the assumptions used. As the allocated value of the financial instruments related to warrants associated with convertible promissory notes is recorded in additional paid-in capital, the financial instruments related to warrants were not required to mark to market as of each subsequent reporting period. |
Recent Accounting Pronouncements | (O) Recent Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09 "Revenue from Contracts with Customers (Topic 606)" to provide accounting guidance related to revenue from contracts with customers. The amendments in ASU 2014-09 affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (e.g., insurance contracts or lease contracts). This ASU will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance, and creates a Topic 606 Revenue from Contracts with Customers. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: Step 1: Identify the contract(s) with a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. The guidance was originally effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2016, for public entities. Early application was not permitted (however, early adoption was optional for entities reporting under IFRSs). In August, 2015, the FASB issued ASU 2015-14 “Revenue from Contracts With Customers (Topic 606): Deferral of the Effective Date”, which deferred for one year the effective date of the new revenue standard for public and nonpublic entities reporting under U.S. GAAP. Therefore, for public business entities, certain not-for-profit entities, and certain employee benefit plans, the effective date for ASC 606 is annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2017. Early application is permitted only as of annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2016. The effective date for all other entities is annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. All other entities may apply the ASU early as of an annual reporting period beginning after December 15, 2016, including interim reporting periods within that reporting period. All other entities also may apply ASC 606 early as of an annual reporting period beginning after December 15, 2016, and interim reporting periods within annual reporting periods beginning one year after the annual reporting period in which the entity first applies ASC 606. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements as the Company did not generate any revenue for the year. In January 2016, the FASB issued ASU 2016-01 "Recognition and Measurement of Financial Assets and Financial Liabilities" to enhance the reporting model for financial instruments to provide users of financial statements with more decision-useful information. ASU 2016-01 particularly relates to the fair value and impairment of equity investments, financial instruments measured at amortized cost, and the use of the exit price notion when measuring the fair value of financial instruments for disclosure purposes. ASU 2016-01 is effective for fiscal years and interim periods beginning after December 15, 2017. Early adoption is only permitted for certain particular amendments within ASU 2016-01, where financial statements have not yet been issued. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements. In February 2016, the FASB issued ASU 2016-02 "Leases" to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASU 2016-02 creates a new Accounting Standards Codification Topic 842 "Leases" to replace the previous Topic 840 "Leases." ASU 2016-02 affects both lessees and lessors, although for the latter the provisions are similar to the previous model, but updated to align with certain changes to the lessee model and also the new revenue recognition provisions contained in ASU 2014-09 (see above). ASU 2016-02 is effective for fiscal years and interim periods beginning after December 15, 2018. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements. In June 2016, the FASB issued ASU 2016-13 "Financial Instruments - Credit Losses" to introduce new guidance for the accounting for credit losses on instruments within its scope. ASU 2016-13 requires among other things, the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. In addition, the ASU 2016-13 amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. ASU 2016-13 is effective for fiscal years and interim periods beginning after December 15, 2019. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements. In August 2016, the FASB issued ASU 2016-15 "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments", to address diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. It addresses the following eight specific cash flow issues: debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies (COLIs) (including bank-owned life insurance policies (BOLIs)); distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. The amendments are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years with early adoption permitted. The amendments should be applied using a retrospective transition method to each period presented. If it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements. In January 2017, the FASB issued ASU 2017-01 "Business Combinations (Topic 805): Clarifying the Definition of a Business”, to clarify the definition of a business. The amendments affect all companies and other reporting organizations that must determine whether they have acquired or sold a business. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The amendments are intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments of this ASU are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements. In May 2017, the FASB issued ASU 2017-09 “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting”, to provide guidance on determining which changes to the terms and conditions of share-based payment awards require an entity to apply modification accounting under Topic 718. The amendments are effective for fiscal years and interim periods beginning after December 15, 2017. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements. In July 2017, the FASB issued ASU 2017-11 “Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception”, to simplify the accounting for certain financial instruments with down round features. The amendments require companies to disregard the down round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or equity classification. Companies that provide earnings per share (EPS) data will adjust their basic EPS calculation for the effect of the feature when triggered (i.e., when the exercise price of the related equity-linked financial instrument is adjusted downward because of the down round feature) and will also recognize the effect of the trigger within equity. The amendments also address navigational concerns within the FASB Accounting Standards Codification® related to an indefinite deferral available to private companies with mandatorily redeemable financial instruments and certain noncontrolling interests, one that created significant “pending content” in the Codification. The FASB decided to reclassify the indefinite deferral as a scope exception, which does not have an accounting effect. The amendments are effective for fiscal years and interim periods beginning after December 15, 2018. Early adoption is permitted. The Company is currently assessing the impact of ASU 2017-11 on its consolidated financial position, results of operations and cash flows. |
SUMMARY OF SIGNIFICANT ACCOUN22
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives | The estimated useful lives are as follows: Office equipment 3 - 5 years Furniture and fixtures 3 - 5 years Motor vehicles 5 years |
SUBSIDIARIES AND VARIABLE INT23
SUBSIDIARIES AND VARIABLE INTEREST ENTITIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Schedule of Investments [Abstract] | |
Schedule of subsidiaries and variable interest entities | Details of the Company’s principal consolidated subsidiaries and variable interest entities as of December 31, 2017 were as follows: Name Place of Incorporation Ownership/Control interest attributable to the Company Principal activities NCN Group Limited BVI 100% Investment holding NCN Media Services Limited BVI 100% Investment holding Cityhorizon Limited Hong Kong 100% Investment holding NCN Group Management Limited Hong Kong 100% Provision of administrative and management services Crown Eagle Investment Limited Hong Kong 100% Dormant Crown Winner International Limited Hong Kong 100% Investment holding NCN Huamin Management Consultancy (Beijing) Company Limited * PRC 100% Dormant Huizhong Lianhe Media Technology Co., Ltd. * PRC 100% Dormant Beijing Huizhong Bona Media Advertising Co., Ltd. PRC 100% (1) Dormant Xingpin Shanghai Advertising Limited PRC 100% (1) Dormant Chuanghua Shanghai Advertising Limited PRC 100% Dormant Jiahe Shanghai Advertising Limited PRC 100% Dormant * The subsidiary’s registration license has been revoked. Details of the Company’s consolidated subsidiaries disposed during the year ended December 31, 2017 were as follows: Name Place of Incorporation Ownership/Control interest attributable to the Company Principal activities Business Boom Investments Limited BVI 100% (2) Investment holding NCN Group (HK) Limited Hong Kong 100% (2) Dormant Remarks: 1) Variable interest entity which the Company exerted 100% control through a set of commercial arrangements. 2) During the period ended September 30, 2017, the Company’s subsidiary, NCN Media Services Limited, disposed of its entire 100% equity interests of NCN Group (HK) Limited and Business Boom Investments Limited which was dormant, to an individual at $1 consideration. Accordingly, the Company recorded a gain from disposal of subsidiaries of $25 for the year ended December 31, 2017. |
PREPAID EXPENSES AND OTHER CU24
PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of prepaid expenses and other current assets | Prepaid expenses and other current assets, net as of December 31, 2017 and 2016 were as follows: 2017 2016 Prepaid expenses $ 100,794 $ 101,627 Rental and other deposits 253 202 Sub-total 101,047 101,829 Less: allowance for doubtful debts - - Total $ 101,047 $ 101,829 |
EQUIPMENT, NET (Table)
EQUIPMENT, NET (Table) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of equipment, net | Equipment, net as of December 31, 2017 and 2016 consisted of the following: 2017 2016 Office equipment $ 6,873 $ 14,049 Less: accumulated depreciation (4,296 ) (13,153 ) Total $ 2,577 $ 896 |
ACCOUNTS PAYABLE, ACCRUED EXP26
ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER PAYABLES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable, accrued expenses and other payables | Accounts payable, accrued expenses and other payables as of December 31, 2017 and 2016 consisted of the following: 2017 2016 Accrued staff benefits and related fees $ 1,650,355 $ 1,461,237 Accrued professional fees 44,394 166,382 Accrued interest expenses 1,937,010 1,391,699 Other accrued expenses 89,641 89,652 Other payables - 9,831 Total $ 3,721,400 $ 3,118,801 |
CONVERTIBLE PROMISSORY NOTES 27
CONVERTIBLE PROMISSORY NOTES AND WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of convertible promissory notes | The following table details the accounting treatment of the convertible promissory notes: New 1% Convertible Promissory Notes, due in 2014 New 1% Convertible Promissory Notes, due in 2016 Total Proceeds of new 1% convertible promissory notes $ 5,000,000 $ - $ 5,000,000 Allocated intrinsic value of beneficial conversion feature (3,598,452 ) - (3,598,452 ) Amortization of debt discount for the year ended December 31, 2012 800,249 - 800,249 Net carrying value of convertible promissory notes as of December 31, 2012 2,201,797 - 2,201,797 Amortization of debt discount for the year ended December 31, 2013 1,862,615 - 1,862,615 Net carrying value of convertible promissory notes as of December 31, 2013 4,064,412 - 4,064,412 Amortization of debt discount for the year ended December 31, 2014 935,588 - 935,588 Repayment of 1% convertible promissory note (5,000,000 ) - (5,000,000 ) Proceeds of new 1% convertible promissory notes - 5,000,000 5,000,000 Allocated intrinsic value of beneficial conversion feature - - - Net carrying value of convertible promissory notes as of December 31, 2014, 2015, 2016 and 2017 $ - $ 5,000,000 $ 5,000,000 |
Schedule of interest expenses | The following table details the interest expenses: Years Ended December 31, 2017 2016 New 1% convertible promissory notes, due in 2016 $ 50,000 $ 50,000 New 1% convertible promissory notes, due in 2014 - Total $ 50,000 $ 50,000 |
NET LOSS PER COMMON SHARE (Tabl
NET LOSS PER COMMON SHARE (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of net loss per common share | Net loss per share information for the years ended December 31, 2017 and 2016 was as follows: 2017 2016 Numerator: Net loss attributable to NCN common stockholders $ (769,960 ) $ (938,159 ) Denominator Weighted average number of shares outstanding, basic 8,041,995 8,041,995 Effect of dilutive securities Options and warrants - - Weighted average number of shares outstanding, diluted 8,041,995 8,041,995 Net loss per common share – basic and diluted $ (0.095 ) $ (0.12 ) |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of (income) loss before income taxes by geographical locations | The (income)/loss before income taxes by geographical locations for the years ended December 31, 2017 and 2016 were summarized as follows: 2017 2016 United States $ 55,111 $ 177,046 Foreign 714,849 761,113 $ 769,960 $ 938,159 |
Schedule of deferred tax liabilities and deferred tax assets | Significant components of the Company’s deferred tax liabilities and assets of December 31, 2017 and 2016 are as follows: 2017 2016 Deferred tax liabilities $ - $ - Deferred tax assets: Effect of net operating loss carried forward 4,495,007 8,577,316 Less: valuation allowance (4,495,007 ) (8,577,316 ) Net deferred tax assets $ - $ - |
Schedule of movement of valuation allowance | Movement of valuation allowance: 2017 2016 At the beginning of the year $ 8,577,316 $ 8,517,120 Current year (deduction)/ addition (4,082,309 ) 60,196 At the end of the year $ 4,495,007 $ 8,577,316 |
ORGANIZATION AND PRINCIPAL AC30
ORGANIZATION AND PRINCIPAL ACTIVITIES (Details Narrative) | Mar. 15, 2018USD ($)Number$ / sharesshares | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Related Party Transaction [Line Items] | ||||
Net loss | $ (769,960) | $ (938,159) | ||
Net cash used in operating activities | (165,629) | (139,775) | ||
Stockholders' deficits | (11,434,087) | $ (10,664,416) | $ (9,746,050) | |
Keywin Holdings Limited [Member] | ||||
Related Party Transaction [Line Items] | ||||
Proceeds from the potential exercise of the outstanding option | $ 2,000,000 | |||
Subsequent Event [Member] | Common Stock Purchase Agreement [Member] | Investor [Member] | ||||
Related Party Transaction [Line Items] | ||||
Number of common stock sold | shares | 216,000 | |||
Number of investors | Number | 19 | |||
Stock purchase price | $ / shares | $ 0.40 | |||
Proceeds from common stock sold | $ 86,400 |
SUMMARY OF SIGNIFICANT ACCOUN31
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Office Equipment [Member] | |
Estimated useful lives | 3 - 5 years |
Furniture and Fixtures [Member] | |
Estimated useful lives | 3 - 5 years |
Motor Vehicles [Member] | |
Estimated useful lives | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN32
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - Shanghai Quo Advertising Co. Ltd [Member] - Och-Ziff Capital Management Group [Member] - USD ($) | Apr. 01, 2012 | Apr. 02, 2009 | Jan. 31, 2008 | Nov. 28, 2007 | Nov. 19, 2007 |
Note and Warrant Purchase Agreement [Member] | 3% Senior Secured Convertible Promissory Notes due June 30, 2011 [Member] | |||||
Aggregate principal amount | $ 50,000,000 | $ 15,000,000 | $ 50,000,000 | ||
Interest rate | 3.00% | ||||
Amount of notes cancelled | $ 5,000,000 | ||||
Note Exchange and Option Agreement [Member] | 1% Unsecured Senior Convertible Promissory Notes Due April 1, 2012 [Member] | |||||
Aggregate principal amount | $ 5,000,000 | ||||
Interest rate | 1.00% | ||||
Frequency of payment | Semi-annually | ||||
Conversion price (in dollars per share) | $ 1.3956 | $ 1.7445 | |||
Maturity period | 2 years |
SUBSIDIARIES AND VARIABLE INT33
SUBSIDIARIES AND VARIABLE INTEREST ENTITIES (Details) | 12 Months Ended | |
Dec. 31, 2017 | ||
Beijing Huizhong Bona Media Advertising Co., Ltd. [Member] | ||
Place of Incorporation | PRC | [1] |
Ownership/Control interest attributable to the Company | 100.00% | [1] |
Principal activities | Dormant | [1] |
Xingpin Shanghai Advertising Limited [Member] | ||
Place of Incorporation | PRC | [1] |
Ownership/Control interest attributable to the Company | 100.00% | [1] |
Principal activities | Dormant | [1] |
NCN Group Limited [Member] | ||
Place of Incorporation | BVI | |
Ownership/Control interest attributable to the Company | 100.00% | |
Principal activities | Investment holding | |
NCN Media Services Limited [Member] | ||
Place of Incorporation | BVI | |
Ownership/Control interest attributable to the Company | 100.00% | |
Principal activities | Investment holding | |
Cityhorizon Limited [Member] | ||
Place of Incorporation | Hong Kong | |
Ownership/Control interest attributable to the Company | 100.00% | |
Principal activities | Investment holding | |
NCN Group Management Limited [Member] | ||
Place of Incorporation | Hong Kong | |
Ownership/Control interest attributable to the Company | 100.00% | |
Principal activities | Provision of administrative and management services | |
Crown Eagle Investment Limited [Member] | ||
Place of Incorporation | Hong Kong | |
Ownership/Control interest attributable to the Company | 100.00% | |
Principal activities | Dormant | |
Crown Winner International Limited [Member] | ||
Place of Incorporation | Hong Kong | |
Ownership/Control interest attributable to the Company | 100.00% | |
Principal activities | Investment holding | |
NCN Huamin Management Consultancy (Beijing) Company Limited [Member] | ||
Place of Incorporation | PRC | [2] |
Ownership/Control interest attributable to the Company | 100.00% | [2] |
Principal activities | Dormant | [2] |
Huizhong Lianhe Media Technology Co., Ltd. [Member] | ||
Place of Incorporation | PRC | [2] |
Ownership/Control interest attributable to the Company | 100.00% | [2] |
Principal activities | Dormant | [2] |
Chuanghua Shanghai Advertising Limited [Member] | ||
Place of Incorporation | PRC | |
Ownership/Control interest attributable to the Company | 100.00% | |
Principal activities | Dormant | |
Jiahe Shanghai Advertising Limited [Member] | ||
Place of Incorporation | PRC | |
Ownership/Control interest attributable to the Company | 100.00% | |
Principal activities | Dormant | |
NCN Group (HK) Limited [Member] | ||
Place of Incorporation | Hong Kong | [3] |
Ownership/Control interest attributable to the Company | 100.00% | [3] |
Principal activities | Dormant | [3] |
Business Boom Investments Limited [Member] | ||
Place of Incorporation | BVI | [3] |
Ownership/Control interest attributable to the Company | 100.00% | [3] |
Principal activities | Investment holding | [3] |
[1] | Variable interest entity which the Company exerted 100% control through a set of commercial arrangements. | |
[2] | The subsidiary's registration license has been revoked. | |
[3] | During the period ended September 30, 2017, the Company's subsidiary, NCN Media Services Limited, disposed of its entire 100% equity interests of NCN Group (HK) Limited and Business Boom Investments Limited which was dormant, to an individual at $1 consideration. Accordingly, the Company recorded a gain from disposal of subsidiaries of $25 for the year ended December 31, 2017. |
PREPAID EXPENSES AND OTHER CU34
PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Disclosure Text Block Supplement [Abstract] | ||
Prepaid expenses | $ 100,794 | $ 101,627 |
Rental and other deposits | 253 | 202 |
Sub-total | 101,047 | 101,829 |
Less: allowance for doubtful debts | ||
Total | $ 101,047 | $ 101,829 |
EQUIPMENT, NET (Details)
EQUIPMENT, NET (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation | $ (4,296) | $ (13,153) |
Total | 2,577 | 896 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment, gross | $ 6,873 | $ 14,049 |
EQUIPMENT, NET (Details Narrati
EQUIPMENT, NET (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 951 | $ 11,901 |
Write off cost | $ 9,808 |
ACCOUNTS PAYABLE, ACCRUED EXP37
ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER PAYABLES (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Accrued staff benefits and related fees | $ 1,650,355 | $ 1,461,237 |
Accrued professional fees | 44,394 | 166,382 |
Accrued interest expenses | 1,937,010 | 1,391,699 |
Other accrued expenses | 89,641 | 89,652 |
Other payables | 9,831 | |
Total | $ 3,721,400 | $ 3,118,801 |
SHORT-TERM LOANS (Details Narra
SHORT-TERM LOANS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Interest expense on short term debt | $ 494,898 | $ 463,424 |
Unrelated Individual [Member] | ||
Interest rate | 1.50% |
CONVERTIBLE PROMISSORY NOTES 39
CONVERTIBLE PROMISSORY NOTES AND WARRANTS (Details) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Short-term Debt [Line Items] | ||||||
Net carrying value of convertible promissory notes, beginning balance | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | $ 4,064,412 | $ 2,201,797 | |
Proceeds of new 1% convertible promissory notes | 5,000,000 | $ 5,000,000 | ||||
Allocated intrinsic value of beneficial conversion feature | (3,598,452) | |||||
Amortization of debt discount | 935,588 | 1,862,615 | 800,249 | |||
Repayment of 1% convertible promissory note | (5,000,000) | |||||
Net carrying value of convertible promissory notes, ending balance | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 4,064,412 | 2,201,797 |
New 1 Percent Convertible Promissory Notes Due In 2014 [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Net carrying value of convertible promissory notes, beginning balance | 4,064,412 | 2,201,797 | ||||
Proceeds of new 1% convertible promissory notes | 5,000,000 | |||||
Allocated intrinsic value of beneficial conversion feature | (3,598,452) | |||||
Amortization of debt discount | 935,588 | 1,862,615 | 800,249 | |||
Repayment of 1% convertible promissory note | (5,000,000) | |||||
Net carrying value of convertible promissory notes, ending balance | 4,064,412 | 2,201,797 | ||||
New 1 Percent Convertible Promissory Notes Due In 2016 [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Net carrying value of convertible promissory notes, beginning balance | 5,000,000 | 5,000,000 | 5,000,000 | |||
Proceeds of new 1% convertible promissory notes | 5,000,000 | |||||
Allocated intrinsic value of beneficial conversion feature | ||||||
Amortization of debt discount | ||||||
Repayment of 1% convertible promissory note | ||||||
Net carrying value of convertible promissory notes, ending balance | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 |
CONVERTIBLE PROMISSORY NOTES 40
CONVERTIBLE PROMISSORY NOTES AND WARRANTS (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Short-term Debt [Line Items] | ||
Interest expenses of the notes | $ 50,000 | $ 50,000 |
New 1 Percent Convertible Promissory Notes Due In 2016 [Member] | ||
Short-term Debt [Line Items] | ||
Interest expenses of the notes | 50,000 | 50,000 |
New 1 Percent Convertible Promissory Notes Due In 2014 [Member] | ||
Short-term Debt [Line Items] | ||
Interest expenses of the notes |
CONVERTIBLE PROMISSORY NOTES 41
CONVERTIBLE PROMISSORY NOTES AND WARRANTS (Details Narrative) - USD ($) | Jul. 01, 2009 | Apr. 02, 2009 | Jan. 31, 2008 | Dec. 31, 2012 | Apr. 01, 2012 | Nov. 28, 2007 | Nov. 19, 2007 |
Gain on debt extinguishment | $ 1,877,594 | ||||||
Note and Warrant Purchase Agreement [Member] | 3% Senior Secured Convertible Promissory Notes due June 30, 2011 [Member] | Shanghai Quo Advertising Co. Ltd [Member] | Och-Ziff Capital Management Group [Member] | |||||||
Aggregate principal amount | $ 50,000,000 | $ 15,000,000 | $ 50,000,000 | ||||
Interest rate | 3.00% | ||||||
Amount of notes cancelled | $ 5,000,000 | ||||||
Note and Warrant Purchase Agreement [Member] | 3% Senior Secured Convertible Promissory Notes due June 30, 2011 [Member] | Shanghai Quo Advertising Co. Ltd [Member] | Och-Ziff Capital Management Group [Member] | Warrant [Member] | |||||||
Interest rate | 3.00% | ||||||
Number of common shares aquired | 457,143 | ||||||
Note and Warrant Purchase Agreement [Member] | 3% Senior Secured Convertible Promissory Notes due June 30, 2011 [Member] | Shanghai Quo Advertising Co. Ltd [Member] | Och-Ziff Capital Management Group [Member] | Warrant One [Member] | |||||||
Exercise price (in dollars per shares) | $ 187.5 | $ 187.5 | |||||
Note and Warrant Purchase Agreement [Member] | 3% Senior Secured Convertible Promissory Notes due June 30, 2011 [Member] | Shanghai Quo Advertising Co. Ltd [Member] | Och-Ziff Capital Management Group [Member] | Warrant Two [Member] | |||||||
Exercise price (in dollars per shares) | $ 262.5 | $ 262.5 | |||||
Security Agreement [Member] | Collateral Agent [Member] | |||||||
Description of agreement | First-priority security interest in certain of the Company’s assets, and 66% of the equity interest in the Company. | ||||||
Note Exchange and Option Agreement [Member] | Keywin Holdings Limited [Member] | |||||||
Principal amount exchanged | $ 45,000,000 | ||||||
Numberof common shares issued | 4,093,806 | ||||||
Note Exchange and Option Agreement [Member] | Keywin Holdings Limited [Member] | Common Stock Option [Member] | |||||||
Exercise price (in dollars per shares) | $ 0.99 | ||||||
Number of shares granted | 1,637,522 | 1,637,522 | |||||
Aggregate purchase price | $ 2,000,000 | $ 2,000,000 | |||||
Exercisable priod | P129M | P129M | |||||
Note Exchange and Option Agreement [Member] | 1% Unsecured Senior Convertible Promissory Notes Due April 1, 2012 [Member] | Shanghai Quo Advertising Co. Ltd [Member] | Och-Ziff Capital Management Group [Member] | |||||||
Aggregate principal amount | $ 5,000,000 | ||||||
Interest rate | 1.00% | ||||||
Frequency of payment | Semi-annually | ||||||
Conversion price (in dollars per share) | $ 1.7445 | $ 1.3956 | |||||
Note Exchange Agreement [Member] | 1% Unsecured Senior Convertible Promissory Notes Due April 1, 2012 [Member] | |||||||
Aggregate principal amount | $ 5,000,000 | ||||||
Interest rate | 1.00% | ||||||
Frequency of payment | Semi-annually | ||||||
Conversion price (in dollars per share) | $ 1.7445 | ||||||
Description of debt default | Holders will have the right to redeem the 1% Convertible Promissory Notes at 110% of the principal amount, plus any accrued and unpaid interest. | ||||||
Note Exchange Agreement [Member] | 1% Convertible Promissory Notes Due on April 1, 2012 [Member] | |||||||
Conversion price (in dollars per share) | $ 1.3956 | ||||||
Description of the maturity | Extension of the maturity date of the 1% Convertible Promissory Notes for a period of two years. | ||||||
Note Exchange Agreement [Member] | 1% Convertible Promissory Notes Due on April 1, 2014 [Member] | |||||||
Frequency of payment | Semi-annually | ||||||
Description of debt default | Note Holders will have the right to redeem the New 1% Convertible Promissory Notes at 110% of the principal amount, plus any accrued and unpaid interest. | ||||||
Description of the maturity | Extend the maturity date of the 1% Convertible Promissory Notes for a period of two years until April 1, 2016. | ||||||
Note Exchange Agreement [Member] | 1% Convertible Promissory Notes Due on March 12, 2014 [Member] | |||||||
Description of the maturity | Extend the maturity date of the 1% Convertible Promissory Notes for a period of two years until April 1, 2016. |
STOCKHOLDERS' DEFICIT (Details
STOCKHOLDERS' DEFICIT (Details Narrative) - August 2015 Grants [Member] - USD ($) | 1 Months Ended | 12 Months Ended | |
Aug. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Number of shares granted | 53,332 | ||
Vesting period | 12 months | ||
General and Administrative Expenses [Member] | |||
Non-cash stock-based compensation | $ 0 | $ 20,000 | |
Mr. Wong Wing Kong [Member] | |||
Number of shares granted | 13,333 | ||
Dr. Earnest Leung [Member] | |||
Number of shares granted | 13,333 | ||
Mr. Frederick Wong [Member] | |||
Number of shares granted | 13,333 | ||
Ms. Shirley Cheng [Member] | |||
Number of shares granted | 13,333 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Jul. 01, 2009 | Apr. 02, 2009 | Apr. 30, 2009 | Dec. 31, 2017 | Dec. 31, 2016 |
Prepaid expenses and other current assets | $ 101,047 | $ 101,829 | |||
Description of exercise period under agreement | The Company and Keywin, of which the Company’s chief executive officer and director is the director and his spouse is the sole shareholder, entered into an Amendment, pursuant to which the Company agreed to extend the exercise period for the Keywin Option under the Note Exchange and Option Agreement between the Company and Keywin, to purchase an aggregate of 1,637,522 shares of our common stock for an aggregate purchase price of $2,000,000, from a three-month period ended on July 1, 2009, to a six-month period ended October 1, 2009. The exercise period for the Keywin option was subsequently further extended to a nine-month period ended January 1, 2010, pursuant to the Second Amendment. On January 1, 2010, the Company and Keywin entered into the third Amendment, pursuant to which the Company agreed to further extend the exercise period to an eighteen-month period ended on October 1, 2010, and provide the Company with the right to unilaterally terminate the exercise period upon 30 days’ written notice. On September 30, 2010, the exercise price was extended at various times from September 1, 2010 to December 31, 2017, the latest exercise period for the Keywin Option was further extended to a hundred and twenty-nine-month period ending on January 1, 2020 and the exercise price changed to $0.99. | ||||
Dr. Earnest Leung [Member] | |||||
Service fee | $ 350,000 | ||||
Prepaid expenses and other current assets | 100,000 | ||||
Dr. Earnest Leung [Member] | 1% Unsecured Senior Convertible Promissory Notes Due April 1, 2012 [Member] | |||||
Issuance cost | $ 250,000 | ||||
Keywin Holdings Limited [Member] | Note Exchange and Option Agreement [Member] | Common Stock Option [Member] | |||||
Number of shares granted | 1,637,522 | 1,637,522 | |||
Aggregate purchase price | $ 2,000,000 | $ 2,000,000 | |||
Exercisable priod | P129M | P129M |
NET LOSS PER COMMON SHARE (Deta
NET LOSS PER COMMON SHARE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Numerator: | ||
Net loss attributable to NCN common stockholders | $ (769,960) | $ (938,159) |
Weighted average number of shares outstanding, basic | 8,041,995 | 8,041,995 |
Effect of dilutive securities | ||
Options and warrants | ||
Weighted average number of shares outstanding, diluted | 8,041,995 | 8,041,995 |
Net loss per common share - basic and diluted | $ (0.095) | $ (0.12) |
GAIN FROM DISPOSAL OF SUBSIDI45
GAIN FROM DISPOSAL OF SUBSIDIARIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Gain from disposal of subsidiaries | $ 25 | |
Crown Winner International Limited [Member] | Unrelated Individual [Member] | ||
Consideration received | $ 1 | |
Crown Winner International Limited [Member] | Business Boom Investments Limited [Member] | Unrelated Individual [Member] | ||
Percentage of equity interests sold | 100.00% | |
Crown Winner International Limited [Member] | NCN Group (HK) Limited [Member] | Unrelated Individual [Member] | ||
Percentage of equity interests sold | 100.00% |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Product Liability Contingency [Line Items] | ||
Income tax expense | $ (769,960) | $ (938,159) |
UNITED STATES | ||
Product Liability Contingency [Line Items] | ||
Income tax expense | 55,111 | 177,046 |
Foreign [Member] | ||
Product Liability Contingency [Line Items] | ||
Income tax expense | $ 714,849 | $ 761,113 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Income Tax Disclosure [Abstract] | |||
Deferred tax liabilities | |||
Deferred tax assets: | |||
Effect of net operating loss carried forward | 4,495,007 | 8,577,316 | |
Less: valuation allowance | (4,495,007) | (8,577,316) | $ (8,517,120) |
Net deferred tax assets |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
At the beginning of the year | $ 8,577,316 | $ 8,517,120 |
Current year (deduction)/ addition | (4,082,309) | 60,196 |
At the end of the year | $ 4,495,007 | $ 8,577,316 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Income Tax Disclosure [Abstract] | |
Net operating loss carryforward | $ 21,405,000 |
Description of operating loss carryforwards expiration term | Expires between 2024 and 2037 |
Valuation allowance of net operating loss carryforwards | $ 4,495,000 |
Previous corporate income tax rate | 35.00% |
Corporate income tax rate | 21.00% |