Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 29, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | NETWORK CN INC | ||
Entity Central Index Key | 0000934796 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Amendment Flag | false | ||
Entity File Number | 000-30264 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Public Float | $ 6,457,000 | ||
Entity Common Stock, Shares Outstanding | 8,774,263 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash | $ 5,967 | $ 5,510 |
Prepaid expenses and other current assets, net | 100,000 | 100,000 |
Total Current Assets | 105,967 | 105,510 |
Equipment, Net | 599 | 438 |
TOTAL ASSETS | 106,566 | 105,948 |
Current Liabilities | ||
Accounts payable, accrued expenses and other payables | 4,261,650 | 4,796,955 |
Short term loan | 2,973,211 | 2,951,765 |
1% convertible promissory note due 2016, net | 5,000,000 | |
Total Current Liabilities | 7,234,861 | 12,748,720 |
Non-Current Liabilities | ||
1% convertible promissory note due 2025, net | 645,000 | |
Total Non- Current Liabilities | 645,000 | |
TOTAL LIABILITIES | 7,879,861 | 12,748,720 |
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 authorize Shares issued and outstanding: 8,774,263 and 8,774,263 as of December 31, 2020 and December 31, 2019, respectively.. | 8,773 | 8,773 |
Additional paid-in capital | 124,209,441 | 124,209,441 |
Accumulated deficit | (133,695,748) | (138,564,904) |
Accumulated other comprehensive income | 1,704,239 | 1,703,918 |
TOTAL STOCKHOLDERS' DEFICIT | (7,773,295) | (12,642,772) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 106,566 | $ 105,948 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
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 | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 26,666,667 | 26,666,667 |
Common stock, issued | 8,774,263 | 8,774,263 |
Common stock, outstanding | 8,774,263 | 8,774,263 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
REVENUES | ||
GROSS LOSS | ||
OPERATING EXPENSES | ||
General and administrative | (292,490) | (313,476) |
Stock based compensation for services | (3,638) | |
Total Operating Expenses | (292,490) | (317,114) |
LOSS FROM OPERATIONS | (292,490) | (317,114) |
OTHER INCOME | ||
Gain on extinguishment of debt | 5,299,726 | |
Gain from write-off of long aged payables | 394,522 | |
Interest income | 1 | 3 |
Total Other Income | 5,694,249 | 3 |
INTEREST AND OTHER DEBT-RELATED EXPENSES | ||
Interest expense | (532,603) | (576,590) |
Total Interest and Other Debt-Related Expenses | (532,603) | (576,590) |
NET PROFIT/(LOSS) BEFORE INCOME TAXES | 4,869,156 | (893,701) |
Income taxes | ||
NET PROFIT/(LOSS) | 4,869,156 | (893,701) |
OTHER COMPREHENSIVE GAIN/(LOSS) | ||
Foreign currency translation gain/(loss) | 321 | (29) |
Total other comprehensive gain/(loss) | 321 | (29) |
COMPREHENSIVE INCOME/(LOSS) | $ 4,869,477 | $ (893,730) |
NET PROFIT/(LOSS) PER COMMON SHARE - BASIC AND DILUTED (in dollars per share) | $ 0.555 | $ (0.102) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED (in shares) | 8,774,263 | 8,762,339 |
Advertising [Member] | ||
REVENUES | ||
COST OF REVENUES |
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, 2018 | $ 8,731 | $ 124,133,095 | $ (137,671,203) | $ 1,703,947 | $ (11,825,430) |
Balances at beginning (in shares) at Dec. 31, 2018 | 8,732,263 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation for stock granted to consultant for services | $ 2 | 3,636 | 3,638 | ||
Stock-based compensation for stock granted to consultant for services (shares) | 2,000 | ||||
Shares issued for private placement | $ 40 | 72,710 | 72,750 | ||
Shares issued for private placement (in shares) | 40,000 | ||||
Translation adjustment | (29) | (29) | |||
Net loss for the year | (893,701) | (893,701) | |||
Balances at ending at Dec. 31, 2019 | $ 8,773 | 124,209,441 | (138,564,904) | 1,703,918 | (12,642,772) |
Balances at ending (in shares) at Dec. 31, 2019 | 8,774,263 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Translation adjustment | 321 | 321 | |||
Net loss for the year | 4,869,156 | 4,869,156 | |||
Balances at ending at Dec. 31, 2020 | $ 8,773 | $ 124,209,441 | $ (133,695,748) | $ 1,704,239 | $ (7,773,295) |
Balances at ending (in shares) at Dec. 31, 2020 | 8,774,263 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net profit/(loss) | $ 4,869,156 | $ (893,701) |
Adjustments to reconcile net profit/(loss) to net cash used in operating activities | ||
Depreciation and amortization: | 456 | 878 |
Stock-based compensation for service | 3,638 | |
Gain from write-off of long aged payables | (394,522) | |
Gain on extinguishment of debt | (5,299,726) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets, net | 254 | |
Accounts payable, accrued expenses and other payables | 158,943 | 763,871 |
Net cash used in operating activities | (665,693) | (125,060) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of equipment | (617) | |
Net cash used in investing activities | (617) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible promissory note | 645,000 | |
Proceeds from short-term loans | 21,446 | 35,165 |
Proceeds from private placement | 72,750 | |
Net cash provided by financing activities | 666,446 | 107,915 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | 321 | (29) |
NET INCREASE/(DECREASE) IN CASH | 457 | (17,174) |
CASH, BEGINNING OF YEAR | 5,510 | 22,684 |
CASH, END OF YEAR | 5,967 | 5,510 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Income taxes | ||
Interest | $ 615,000 | $ 44,387 |
ORGANIZATION AND PRINCIPAL ACTI
ORGANIZATION AND PRINCIPAL ACTIVITIES | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 are described in Note 3 – Subsidiaries and Variable Interest Entities. Private Placement On March 28, 2019, the Company sold an aggregate of 35,000 shares of the Company’s common stock (the “Shares”) to 9 foreign investors (the “New Investors”) pursuant to the terms of a Common Stock Purchase Agreement between the Company and the New Investors, dated March 28, 2019. The purchase price paid by the New Investor for the Shares were $1.50 or $1.88 per Share for an aggregate sum of sixty-three thousand, three hundred and seventy-five U.S. dollars and thirty cents (US$63,375). Net proceeds from the financing will be used for general corporate purposes. On August 16, 2019, the Company sold 5,000 shares of the Company’s common stock (the “Shares”) to a foreign investor (the “Investor”) pursuant to the terms of a Common Stock Purchase Agreement between the Company and the Investor, dated August 16, 2019. The purchase price paid by the Investors for the Shares was $1.875 per Share for an aggregate sum of nine thousand three hundred and seventy-five U.S. dollars (US$9,375). Net proceeds from the financing have been used for general corporate purposes. Identification of New projects On January 14, 2020, the Company entered into a Letter of Intent with Earthasia Worldwide Holdings Limited (“EWHL”) that the Company will acquire 100% of the EWHL’s issued and outstanding stock owned by the shareholders of the EWHL and the EWHL will become a wholly owned subsidiary of the Company. On July 23, 2020, the Company entered into Share Exchange Agreement with Ease Global Limited (“Ease Global”), the shareholder of Trade More Global Limited (‘Trade More”) that the Company will purchase, One Thousand and One Hundred (1,100) currently issued shares of common stock of Trade More from Ease Global and in exchange for Forty-nine Million (49,000,000) shares of newly-issued shares of common stock of the Company. The closing of the Exchange shall occur on September 2, 2020 or such other date as agreed by the parties of the Share Exchange Agreement. Upon completion of the Exchange, 78% of issued shares of common stock of the Company shall be held by the Ease Global while all of the shares of capital stock of Trade More shall be held by the Company. EWHL is a wholly owned subsidiary of Trade More. The closing of Exchange was not completed on September 2, 2020 and was postponed due to the progress of audit. Due to the delay of completion, the Company will re-evaluate the acquisition until Ease Global can fulfill the revenue target and the internal controls over financial reporting required by the SEC. The Company will proceed to negotiate and seek approval from the board of directors and shareholders for the new share exchange terms and conditions. Increase of authorized capital On April 28, 2020, the Board of Directors and Majority of stockholders of the Company approved to increase the total number of authorized shares of Common Stock from 26,666,667 to 100,000,000,000. Going Concern The Company has net cash used in operating activities of $665,693 and $125,060 for the years ended December 31, 2020 and 2019 respectively. As of December 31, 2020 and 2019, the Company has stockholders’ deficit of $7,773,295 and $12,642,772, 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, 2020 | |
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 The Company's consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of revenue and expense during the reporting period. Estimates are used when accounting for certain items such as accounting for income tax valuation allowances. Estimates are based on historical experience, where applicable, and assumptions that management believes are reasonable under the circumstances. Due to the inherent uncertainty involved with estimates, actual results may differ. (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, 2020 and December 31, 2019. (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 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 and comprehensive loss. 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 for the years ended December 31, 2020 and 2019. (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. Subsequently, the Company issued to the note holders new 1% convertible promissory notes which was matured on April 1, 2016. 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 no gain or loss on extinguishment of debt. 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. 3) Issuance of 1% Convertible Promissory Note On January 14, 2020, the Company issued 1% unsecured senior convertible promissory notes to an individual with the principal amount of $645,000. The 1% convertible promissory notes bore interest at 1% per annum, payable semi-annually in arrears, matured on January 13, 2025, and were convertible at any time into shares of the Company’s common stock at a fixed conversion price of $1.00 per share, subject to customary anti-dilution adjustments. 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. 4) Gain on extinguishment of debt On December 16, 2020, the Company received Abandonment of interest from the note holders to abandon, relinquish, and surrender all their rights and obligations under the Notes and they confirmed to receive no consideration in exchange for the Notes. Thus, the Company recognized a gain on extinguishment of debt of $5,299,726 at the date of extinguishment and included in the statements of operations for the year ended December 31, 2020. (H) Revenue Recognition In accordance with ASC 606, Revenue From Contracts with Customers The Company recognize revenue when a customer obtains control of promised services. The amount of revenue recognized reflects the consideration we expect to be entitled to receive in exchange for such services. To achieve this core principle, we apply the following five steps: 1) Identify the contract(s) with a customer - A contract with a customer exists when (i) we enter into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to those goods or services, (ii) the contract has commercial substance and, (iii) we determine that collection of substantially all consideration for goods or services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. We apply judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer. The contract term for contracts that provide a right to terminate a contract for convenience without significant penalty will reflect the term that each party has enforceable rights under the contract (the period through the earliest termination date). If the termination right is only provided to the customer, the unsatisfied performance obligations will be evaluated as customer options as discussed below. 2) Identify the performance obligations in the contract - Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both (i) capable of being distinct, whereby the customer can benefit from the good or service either on its own or together with other resources that are readily available from third parties or from us, and (ii) are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. If these criteria are not met the promised goods or services are accounted for as a combined performance obligation. Certain of our contracts (under which we deliver multiple promised services) require us to perform integration activities where we bear risk with respect to integration activities. Therefore, we must apply judgment to determine whether as a result of those integration activities and risks, the promised services are distinct on the context of the contract. We typically do not include options that would result in a material right. If options to purchase additional services or options to renew are included in customer contracts, we evaluate the option in order to determine if our arrangement include promises that may represent a material right and needs to be accounted for as a performance obligation in the contract with the customer. 3) Determine the transaction price - The transaction price is determined based on the consideration to which we will be entitled in exchange for transferring goods or services to the customer. Our contract prices may include fixed amounts, variable amounts or a combination of both fixed and variable amounts. To the extent the transaction price includes variable consideration, we estimate the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. When determining if variable consideration should be constrained, management considers whether there are factors outside our control that could result in a significant reversal of revenue. In making these assessments, we consider the likelihood and magnitude of a potential reversal of revenue. These estimates are re-assessed each reporting period as required. 4) Allocate the transaction price to the performance obligations in the contract - If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price (SSP) basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct good or service that forms part of a single performance obligation. For most performance obligations, we determine standalone selling price based on the price at which the performance obligation is sold separately. Although uncommon, if the standalone selling price is not observable through past transactions, we estimate the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. 5) Recognize revenue when (or as) we satisfy a performance obligation: we satisfy performance obligations either over time or at a point-in-time as discussed in further detail below. Revenue is recognized when the related performance obligation is satisfied by transferring control of a promised good or service to a customer. The Company has yet to generate revenue from operations for the years ended December 31, 2020 and 2019. (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. The Company follows ASC topic 505-50, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock issued to consultants and other non-employees. In accordance with ACS Topic 505-50, the stock issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the stock, whichever can be more clearly determined. The fair value of the equity instrument is charged directly to expense over the period during which services are rendered. (J) Income Taxes The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax liabilities and assets are determined based on the difference between the financial statement basis and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company estimates the degree to which tax assets and credit carryforwards will result in a benefit based on expected profitability by tax jurisdiction. A valuation allowance for such tax assets and loss carryforwards is provided when it is determined to be more likely than not that the benefit of such deferred tax asset will not be realized in future periods. Tax benefits of operating loss carryforwards are evaluated on an ongoing basis, including a review of historical and projected future operating results, the eligible carryforward period, and other circumstances. If it becomes more likely than not that a tax asset will be used, the related valuation allowance on such assets would be reduced. The Company recognizes tax benefits from uncertain tax positions only if 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. Once this threshold has been met, the Company's measurement of its expected tax benefits is recognized in its consolidated financial statements. The Company accrues interest on unrecognized tax benefits as a component of income tax expense. Penalties, if incurred, would be recognized as a component of income tax expense. (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 consolidated 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 income and the consolidated statement of stockholders’ deficit. Accumulated other comprehensive income as presented on the consolidated balance sheets consisted of the accumulative foreign currency translation adjustment at period end. (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 profit/(loss) per common share is the same as the basic net profit/(loss) per share for the years ended December 31, 2020 and 2019 as all potential common shares including stock options and warrants are anti-dilutive and are therefore excluded from the computation of diluted net profit/(loss) per share. (M) Foreign Currency Translation The assets and liabilities of the Company’s subsidiaries and variable interest entity 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 and comprehensive loss’ items, amounts denominated in currencies other than U.S. dollars were translated into U.S. dollars using the average exchange rate during the period. Equity accounts were translated at their historical exchange rates. Net gains and losses resulting from translation of foreign currency on consolidated financial statements are included in the statements of stockholders’ equity as accumulated other comprehensive income (loss). Foreign currency transaction gains and losses are reflected in the unaudited consolidated statements of operations and comprehensive income. (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, and convertible promissory notes 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) Recently Adapted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments In August 2018, the FASB issued ASU 2018-03, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement (P) Recent Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes. This guidance will become effective for the Company in the first quarter of fiscal year 2021 on a prospective basis. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. In January 2020, the FASB issued ASU 2020-01, “Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815),” an amendment clarifying the interaction between accounting standards related to equity securities, equity method investments, and certain derivative instruments. The guidance is effective for fiscal years beginning after December 15, 2020. ASU 2020-01 will become effective for the Company in fiscal 2022. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. In October 2020, the FASB issued ASU 2020-10, “Codification Improvements,” this ASU affects a wide variety of Topics in the Codification. They apply to all reporting entities within the scope of the affected accounting guidance. More specifically, this ASU, among other things, contains amendments that improve the consistency of the Codification by including all disclosure guidance in the appropriate Disclosure Section (Section 50). Many of the amendments arose because the FASB provided an option to give certain information either on the face of the financial statements or in the notes to financial statements and that option only was included in the Other Presentation Matters Section (Section 45) of the Codification. The option to disclose information in the notes to financial statements should have been codified in the Disclosure Section as well as the Other Presentation Matters Section (or other Section of the Codification in which the option to disclose in the notes to financial statements appears). Those amendments are not expected to change current practice. The amendments are effective for annual periods beginning after December 15, 2021, and interim periods within annual periods beginning after December 15, 2022. Early application of the amendments is permitted for and varies based on the entity. The amendments should be applied retrospectively and at the beginning of the period that includes the adoption date. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. |
SUBSIDIARIES AND VARIABLE INTER
SUBSIDIARIES AND VARIABLE INTEREST ENTITIES | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 were as follows: Name Place of Ownership/Control 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) PRC 100% Dormant Huizhong Lianhe Media Technology Co., Ltd. * PRC 100% Dormant Beijing Huizhong Bona Media Advertising Co., 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. Remarks: 1) Variable interest entity which the Company exerted 100% control through a set of commercial arrangements. |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [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, 2020 and 2019 were as follows: 2020 2019 Prepaid expenses $ 100,000 $ 100,000 Rental and other deposits - - Sub-total 100,000 100,000 Less: allowance for doubtful debts - - Total $ 100,000 $ 100,000 For the years ended December 31, 2020 and 2019, the Company recorded no allowance for doubtful debt for prepaid expenses and other current assets. |
EQUIPMENT, NET
EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
EQUIPMENT, NET | NOTE 5 EQUIPMENT, NET Equipment, net as of December 31, 2020 and 2019 consisted of the following: 2020 2019 Office equipment $ 3,828 $ 6,873 Less: accumulated depreciation (3,229 ) (6,435 ) Total $ 599 $ 438 Depreciation expenses for the years ended December 31, 2020 and 2019 amounted to $456 and $878 respectively. 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, 2020 | |
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, 2020 and 2019 consisted of the following: 2020 2019 Accrued staff benefits and related fees $ 1,749,401 $ 1,916,879 Accrued professional fees 47,266 95,737 Accrued interest expenses 2,370,872 2,752,993 Other accrued expenses 41,461 30,537 Other payables 52,650 809 Total $ 4,261,650 $ 4,796,955 |
SHORT-TERM LOANS
SHORT-TERM LOANS | 12 Months Ended |
Dec. 31, 2020 | |
Short-term Debt [Abstract] | |
SHORT-TERM LOANS | NOTE 7 SHORT-TERM LOANS As of December 31, 2020 and 2019, the Company recorded an aggregated amount of $2,973,211 and $2,951,765 of short-term loans, respectively. Those loans were borrowed from unrelated individuals. Except for loan of $128,205 that are unsecured, bearing yearly interest of 1% and are repayable on demand, the remaining loans are unsecured, bear a monthly interest of 1.5% and are 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 the 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, 2020 and 2019 amounted to $514,038 and $526,590, respectively. |
CONVERTIBLE PROMISSORY NOTES AN
CONVERTIBLE PROMISSORY NOTES AND WARRANTS | 12 Months Ended |
Dec. 31, 2020 | |
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 a hundred and fifty-three-month period ending on January 1, 2022, subject to the Company’s right to unilaterally terminate the exercise period upon 30 days’ written notice. As of December 31, 2020, 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. 5) Issuance of New 1% Convertible Promissory Notes in 2020 On January 14, 2020, the Company entered into a Subscription Agreement with Tsang Wai Yee Terri (“the Subscriber”) under which the Subscriber agreed to purchase the 1% Senior Unsecured Convertible Note Agreement from the Company for an agreement purchase price of six hundred and forty-five thousand US Dollars ($645,000). On the same date, the Company signed the 1% Senior Unsecured Convertible Note Agreement under which the Company may sell and issue to the Subscriber up to an aggregate maximum amount of $645,000 in principal amount of Convertible Notes prior to January 13, 2025. The Convertible Promissory Notes issued to the Investor are convertible at the holder’s option into shares of Company common stock at $1.00 per share. 6) Gain on extinguishment of debt On December 16, 2020, the Company received Abandonment of interest from the note holders to abandon, relinquish, and surrender all their rights and obligations under the Notes and they confirmed to receive no consideration in exchange for the Notes. Thus, the Company recognized a gain on extinguishment of debt of $5,299,726 at the date of extinguishment and included in the statements of operations for the year ended December 31, 2020. The following table details the accounting treatment of the convertible promissory notes: New 1% New 1% Total Net carrying value of convertible promissory notes as of $ 5,000,000 $ - $ 5,000,000 Proceeds of new 1% convertible promissory notes - 645,000 645,000 Abandonment of note (5,000,000 ) - (5,000,000 ) Net carrying value of convertible promissory notes as of $ - $ 645,000 $ 645,000 Interest Expense The following table details the interest expenses: Years Ended December 31, 2020 2019 New 1% convertible promissory notes, due in 2016 $ 12,329 $ 50,000 New 1% convertible promissory notes, due in 2025 6,238 - Total $ 18,567 $ 50,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 and 2019, 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, 2020 | |
Equity [Abstract] | |
STOCKHOLDERS' DEFICIT | NOTE 10 STOCKHOLDERS’ DEFICIT (A) Stock, Options and Warrants Issued for Services On March 28, 2019, the Company completed private placement of 35,000 shares of restricted common stock at either $1.5 or $1.88 per share. The transaction took place with 9 investors and generated gross proceeds of $63,375 for the year ended December 31, 2019. On August 16, 2019, the Company completed private placement of 5,000 shares of restricted common stock at $1.875 per share. The transaction took place with an investor and generated gross proceeds of $9,375 for the year ended December 31, 2019. (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 January 14, 2020 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 consolidated 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, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 11 RELATED PARTY TRANSACTIONS Except as set forth below, during the years ended December 31, 2020 and 2019, 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, 2019, $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 and 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. On December 31, 2019, the latest exercise period for the Keywin Option was further extended to a hundred and fifty-three-month period ending on January 1, 2022. |
GAIN FROM WRITE-OFF OF LONG-AGE
GAIN FROM WRITE-OFF OF LONG-AGED PAYABLES | 12 Months Ended |
Dec. 31, 2020 | |
Gain From Write Off Of Longaged Payables [Abstract] | |
GAIN FROM WRITE-OFF OF LONG-AGED PAYABLES | NOTE 12 GAIN FROM WRITE-OFF OF LONG-AGED PAYABLES The Company considered the payment of the outstanding payables have not been claimed and it is in the best interests of Company to write off the long-aged payables. The Company has resolved that they are of the opinion that the obligation for future settlement of accrued long-aged payables are remote, therefore the related accruals have been written off. $394,522 were written off for the year ended December 31, 2020. |
NET PROFIT_(LOSS) PER COMMON SH
NET PROFIT/(LOSS) PER COMMON SHARE | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
NET PROFIT/(LOSS) PER COMMON SHARE | NOTE 13 NET PROFIT/(LOSS) PER COMMON SHARE Net profit/(loss) per share information for the years ended December 31, 2020 and 2019 was as follows: 2020 2019 Numerator: Net profit/(loss) attributable to NCN common stockholders $ 4,869,156 $ (893,701 ) Denominator: Weighted average number of shares outstanding, basic 8,774,263 8,762,339 Effect of dilutive securities Options and warrants - - Weighted average number of shares outstanding, diluted 8,774,263 8,762,339 Net profit/(loss) per common share – basic and diluted $ 0.555 $ (0.102 ) The diluted net profit/(loss) per common share is the same as the basic net profit/(loss) per common share for the years ended December 31, 2020 and 2019 as the ordinary shares issuable under stock options and warrants outstanding are anti-dilutive and are therefore excluded from the computation of diluted net profit/(loss) per common share. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2020 | |
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 profit/(loss) before income taxes by geographical locations for the years ended December 31, 2020 and 2019 were summarized as follows: 2020 2019 United States $ 5,264,518 $ (168,330 ) Foreign (395,362 ) (725,371 ) $ 4,869,156 $ (893,701 ) Other than the United States, the Company is subject to taxation in Hong Kong and PRC. Under Hong Kong tax laws, deferred tax assets are recognized for tax loss carried forward to the extent that the realization of the related tax benefit through future taxable profits is probable. These tax losses do not expire under current Hong Kong tax legislation. Under PRC tax laws, tax losses may be carried forward for 5 years and no carry-back is allowed. At December 31, 2020 the Company does not have available tax losses in the Hong Kong and PRC to utilize for future taxable profits. The Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was enacted on March 27, 2020. There are several different provisions with the CARES Act that impact income taxes for corporations. The Company has evaluated the tax implications and believes these provisions did not have a material impact to the financial statements. At December 31, 2020, the Company had an unused net operating loss carryforward of approximately $16,398,074 for income tax purposes. This net operating loss carryforward may result in future income tax benefits of approximately $3,443,596, which will expire on various from 2024 through 2037 as follows: 2024 to 2028 $ 2,279,147 2029 to 2033 892,375 2034 to 2037 217,937 Indefinitely 54,137 $ 3,443,596 The realization of net operating loss carryforward 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, 2020 and 2019 are as follows: 2020 2019 Deferred tax liabilities $ - $ - Deferred tax assets: Effect of net operating loss carried forward 3,443,596 4,549,144 Less: valuation allowance (3,443,596 ) (4,549,144 ) Net deferred tax assets $ - $ - Movement of valuation allowance: 2020 2019 At the beginning of the year $ 4,549,144 $ 4,513,795 Current year (reduction)/addition (1,105,548 ) 35,349 At the end of the year $ 3,443,596 $ 4,549,144 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
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 The Company's consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of revenue and expense during the reporting period. Estimates are used when accounting for certain items such as accounting for income tax valuation allowances. Estimates are based on historical experience, where applicable, and assumptions that management believes are reasonable under the circumstances. Due to the inherent uncertainty involved with estimates, actual results may differ. |
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, 2020 and December 31, 2019. |
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 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 and comprehensive loss. 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 for the years ended December 31, 2020 and 2019. |
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. Subsequently, the Company issued to the note holders new 1% convertible promissory notes which was matured on April 1, 2016. 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 no gain or loss on extinguishment of debt. 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. 3) Issuance of 1% Convertible Promissory Note On January 14, 2020, the Company issued 1% unsecured senior convertible promissory notes to an individual with the principal amount of $645,000. The 1% convertible promissory notes bore interest at 1% per annum, payable semi-annually in arrears, matured on January 13, 2025, and were convertible at any time into shares of the Company’s common stock at a fixed conversion price of $1.00 per share, subject to customary anti-dilution adjustments. 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. 4) Gain on extinguishment of debt On December 16, 2020, the Company received Abandonment of interest from the note holders to abandon, relinquish, and surrender all their rights and obligations under the Notes and they confirmed to receive no consideration in exchange for the Notes. Thus, the Company recognized a gain on extinguishment of debt of $5,299,726 at the date of extinguishment and included in the statements of operations for the year ended December 31, 2020. |
Revenue Recognition | (H) Revenue Recognition In accordance with ASC 606, Revenue From Contracts with Customers The Company recognize revenue when a customer obtains control of promised services. The amount of revenue recognized reflects the consideration we expect to be entitled to receive in exchange for such services. To achieve this core principle, we apply the following five steps: 1) Identify the contract(s) with a customer - A contract with a customer exists when (i) we enter into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to those goods or services, (ii) the contract has commercial substance and, (iii) we determine that collection of substantially all consideration for goods or services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. We apply judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer. The contract term for contracts that provide a right to terminate a contract for convenience without significant penalty will reflect the term that each party has enforceable rights under the contract (the period through the earliest termination date). If the termination right is only provided to the customer, the unsatisfied performance obligations will be evaluated as customer options as discussed below. 2) Identify the performance obligations in the contract - Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both (i) capable of being distinct, whereby the customer can benefit from the good or service either on its own or together with other resources that are readily available from third parties or from us, and (ii) are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. If these criteria are not met the promised goods or services are accounted for as a combined performance obligation. Certain of our contracts (under which we deliver multiple promised services) require us to perform integration activities where we bear risk with respect to integration activities. Therefore, we must apply judgment to determine whether as a result of those integration activities and risks, the promised services are distinct on the context of the contract. We typically do not include options that would result in a material right. If options to purchase additional services or options to renew are included in customer contracts, we evaluate the option in order to determine if our arrangement include promises that may represent a material right and needs to be accounted for as a performance obligation in the contract with the customer. 3) Determine the transaction price - The transaction price is determined based on the consideration to which we will be entitled in exchange for transferring goods or services to the customer. Our contract prices may include fixed amounts, variable amounts or a combination of both fixed and variable amounts. To the extent the transaction price includes variable consideration, we estimate the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. When determining if variable consideration should be constrained, management considers whether there are factors outside our control that could result in a significant reversal of revenue. In making these assessments, we consider the likelihood and magnitude of a potential reversal of revenue. These estimates are re-assessed each reporting period as required. 4) Allocate the transaction price to the performance obligations in the contract - If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price (SSP) basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct good or service that forms part of a single performance obligation. For most performance obligations, we determine standalone selling price based on the price at which the performance obligation is sold separately. Although uncommon, if the standalone selling price is not observable through past transactions, we estimate the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. 5) Recognize revenue when (or as) we satisfy a performance obligation: we satisfy performance obligations either over time or at a point-in-time as discussed in further detail below. Revenue is recognized when the related performance obligation is satisfied by transferring control of a promised good or service to a customer. The Company has yet to generate revenue from operations for the years ended December 31, 2020 and 2019. |
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. The Company follows ASC topic 505-50, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock issued to consultants and other non-employees. In accordance with ACS Topic 505-50, the stock issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the stock, whichever can be more clearly determined. The fair value of the equity instrument is charged directly to expense over the period during which services are rendered. |
Income Taxes | (J) Income Taxes The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax liabilities and assets are determined based on the difference between the financial statement basis and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company estimates the degree to which tax assets and credit carryforwards will result in a benefit based on expected profitability by tax jurisdiction. A valuation allowance for such tax assets and loss carryforwards is provided when it is determined to be more likely than not that the benefit of such deferred tax asset will not be realized in future periods. Tax benefits of operating loss carryforwards are evaluated on an ongoing basis, including a review of historical and projected future operating results, the eligible carryforward period, and other circumstances. If it becomes more likely than not that a tax asset will be used, the related valuation allowance on such assets would be reduced. The Company recognizes tax benefits from uncertain tax positions only if 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. Once this threshold has been met, the Company's measurement of its expected tax benefits is recognized in its consolidated financial statements. The Company accrues interest on unrecognized tax benefits as a component of income tax expense. Penalties, if incurred, would be recognized as a component of income tax expense. |
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 consolidated 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 income and the consolidated statement of stockholders’ deficit. Accumulated other comprehensive income as presented on the consolidated balance sheets consisted of the accumulative foreign currency translation adjustment at period end. |
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 profit/(loss) per common share is the same as the basic net profit/(loss) per share for the years ended December 31, 2020 and 2019 as all potential common shares including stock options and warrants are anti-dilutive and are therefore excluded from the computation of diluted net profit/(loss) per share. |
Foreign Currency Translation | (M) Foreign Currency Translation The assets and liabilities of the Company’s subsidiaries and variable interest entity 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 and comprehensive loss’ items, amounts denominated in currencies other than U.S. dollars were translated into U.S. dollars using the average exchange rate during the period. Equity accounts were translated at their historical exchange rates. Net gains and losses resulting from translation of foreign currency on consolidated financial statements are included in the statements of stockholders’ equity as accumulated other comprehensive income (loss). Foreign currency transaction gains and losses are reflected in the unaudited consolidated statements of operations and comprehensive income. |
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, and convertible promissory notes 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. |
Recently Adapted Accounting Pronouncements | (O) Recently Adapted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments In August 2018, the FASB issued ASU 2018-03, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement |
Recent Accounting Pronouncements | (P) Recent Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes. This guidance will become effective for the Company in the first quarter of fiscal year 2021 on a prospective basis. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. In January 2020, the FASB issued ASU 2020-01, “Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815),” an amendment clarifying the interaction between accounting standards related to equity securities, equity method investments, and certain derivative instruments. The guidance is effective for fiscal years beginning after December 15, 2020. ASU 2020-01 will become effective for the Company in fiscal 2022. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. In October 2020, the FASB issued ASU 2020-10, “Codification Improvements,” this ASU affects a wide variety of Topics in the Codification. They apply to all reporting entities within the scope of the affected accounting guidance. More specifically, this ASU, among other things, contains amendments that improve the consistency of the Codification by including all disclosure guidance in the appropriate Disclosure Section (Section 50). Many of the amendments arose because the FASB provided an option to give certain information either on the face of the financial statements or in the notes to financial statements and that option only was included in the Other Presentation Matters Section (Section 45) of the Codification. The option to disclose information in the notes to financial statements should have been codified in the Disclosure Section as well as the Other Presentation Matters Section (or other Section of the Codification in which the option to disclose in the notes to financial statements appears). Those amendments are not expected to change current practice. The amendments are effective for annual periods beginning after December 15, 2021, and interim periods within annual periods beginning after December 15, 2022. Early application of the amendments is permitted for and varies based on the entity. The amendments should be applied retrospectively and at the beginning of the period that includes the adoption date. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives | The estimated useful lives are as follows: Office equipment 3 - 5 years |
SUBSIDIARIES AND VARIABLE INT_2
SUBSIDIARIES AND VARIABLE INTEREST ENTITIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 were as follows: Name Place of Ownership/Control 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) PRC 100% Dormant Huizhong Lianhe Media Technology Co., Ltd. * PRC 100% Dormant Beijing Huizhong Bona Media Advertising Co., 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. Remarks: 1) Variable interest entity which the Company exerted 100% control through a set of commercial arrangements. |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of prepaid expenses and other current assets | Prepaid expenses and other current assets, net as of December 31, 2020 and 2019 were as follows: 2020 2019 Prepaid expenses $ 100,000 $ 100,000 Rental and other deposits - - Sub-total 100,000 100,000 Less: allowance for doubtful debts - - Total $ 100,000 $ 100,000 |
EQUIPMENT, NET (Tables)
EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of equipment, net | Equipment, net as of December 31, 2020 and 2019 consisted of the following: 2020 2019 Office equipment $ 3,828 $ 6,873 Less: accumulated depreciation (3,229 ) (6,435 ) Total $ 599 $ 438 |
ACCOUNTS PAYABLE, ACCRUED EXP_2
ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER PAYABLES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable, accrued expenses and other payables | Accounts payable, accrued expenses and other payables as of December 31, 2020 and 2019 consisted of the following: 2020 2019 Accrued staff benefits and related fees $ 1,749,401 $ 1,916,879 Accrued professional fees 47,266 95,737 Accrued interest expenses 2,370,872 2,752,993 Other accrued expenses 41,461 30,537 Other payables 52,650 809 Total $ 4,261,650 $ 4,796,955 |
CONVERTIBLE PROMISSORY NOTES _2
CONVERTIBLE PROMISSORY NOTES AND WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of convertible promissory notes | The following table details the accounting treatment of the convertible promissory notes: New 1% New 1% Total Net carrying value of convertible promissory notes as of $ 5,000,000 $ - $ 5,000,000 Proceeds of new 1% convertible promissory notes - 645,000 645,000 Abandonment of note (5,000,000 ) - (5,000,000 ) Net carrying value of convertible promissory notes as of $ - $ 645,000 $ 645,000 |
Schedule of interest expenses | The following table details the interest expenses: Years Ended December 31, 2020 2019 New 1% convertible promissory notes, due in 2016 $ 12,329 $ 50,000 New 1% convertible promissory notes, due in 2025 6,238 - Total $ 18,567 $ 50,000 |
NET PROFIT_(LOSS) PER COMMON _2
NET PROFIT/(LOSS) PER COMMON SHARE (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of net profit/(loss) per common share | Net profit/(loss) per share information for the years ended December 31, 2020 and 2019 was as follows: 2020 2019 Numerator: Net profit/(loss) attributable to NCN common stockholders $ 4,869,156 $ (893,701 ) Denominator: Weighted average number of shares outstanding, basic 8,774,263 8,762,339 Effect of dilutive securities Options and warrants - - Weighted average number of shares outstanding, diluted 8,774,263 8,762,339 Net profit/(loss) per common share – basic and diluted $ 0.555 $ (0.102 ) |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of (income) loss before income taxes by geographical locations | The profit/(loss) before income taxes by geographical locations for the years ended December 31, 2020 and 2019 were summarized as follows: 2020 2019 United States $ 5,264,518 $ (168,330 ) Foreign (395,362 ) (725,371 ) $ 4,869,156 $ (893,701 ) |
Schedule of operating loss carryforward | This net operating loss carryforward may result in future income tax benefits of approximately $3,443,596, which will expire on various from 2024 through 2037 as follows: 2024 to 2028 $ 2,279,147 2029 to 2033 892,375 2034 to 2037 217,937 Indefinitely 54,137 $ 3,443,596 |
Schedule of deferred tax liabilities and deferred tax assets | Significant components of the Company’s deferred tax liabilities and assets of December 31, 2020 and 2019 are as follows: 2020 2019 Deferred tax liabilities $ - $ - Deferred tax assets: Effect of net operating loss carried forward 3,443,596 4,549,144 Less: valuation allowance (3,443,596 ) (4,549,144 ) Net deferred tax assets $ - $ - |
Schedule of movement of valuation allowance | Movement of valuation allowance: 2020 2019 At the beginning of the year $ 4,549,144 $ 4,513,795 Current year (reduction)/addition (1,105,548 ) 35,349 At the end of the year $ 3,443,596 $ 4,549,144 |
ORGANIZATION AND PRINCIPAL AC_2
ORGANIZATION AND PRINCIPAL ACTIVITIES (Details Narrative) - USD ($) | Jul. 23, 2020 | Aug. 16, 2019 | Mar. 28, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 28, 2020 | Jan. 14, 2020 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | ||||||||
Common stock, authorized | 26,666,667 | 26,666,667 | 100,000,000,000 | |||||
Net cash used in operating activities | $ (665,693) | $ (125,060) | ||||||
Stockholders' deficits | (7,773,295) | (12,642,772) | $ (11,825,430) | |||||
Earthasia Worldwide Holdings Limited [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Issued and outstanding stock owned (Percentage) | 100.00% | |||||||
Keywin Holdings Limited [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Proceeds from the potential exercise of the outstanding option | $ 2,000,000 | |||||||
Common Stock Purchase Agreement [Member] | Foreign Investor [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of common stock sold | 5,000 | |||||||
Stock purchase price (in dollars per share) | $ 1.875 | |||||||
Proceeds from common stock sold | $ 9,375 | |||||||
Common Stock Purchase Agreement [Member] | New Investor [Member] | Private Placement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of common stock sold | 35,000 | |||||||
Proceeds from common stock sold | $ 63,375 | $ 63,375 | ||||||
Common Stock Purchase Agreement [Member] | New Investor [Member] | Private Placement [Member] | Minimum [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock purchase price (in dollars per share) | $ 1.50 | |||||||
Common Stock Purchase Agreement [Member] | New Investor [Member] | Private Placement [Member] | Maximum [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock purchase price (in dollars per share) | $ 1.88 | |||||||
Share Exchange Agreement [Member] | Ease Global Limited [Member] | Trade More Global Limited [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Equity interests issued and issuable | One Thousand and One Hundred (1,100) currently issued shares of common stock of Trade More from Ease Global and in exchange for Forty-nine Million (49,000,000) shares of newly-issued shares of common stock of the Company. | |||||||
Equity interest issued, description | Upon completion of the Exchange, 78% of issued shares of common stock of the Company shall be held by the Ease Global while all of the shares of capital stock of Trade More shall be held by the Company. |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Office Equipment [Member] | 12 Months Ended |
Dec. 31, 2020 | |
Minimum [Member] | |
Estimated useful lives | 3 years |
Maximum [Member] | |
Estimated useful lives | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Jan. 14, 2020 | Apr. 02, 2009 | Apr. 02, 2009 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2012 | Apr. 01, 2012 | Jan. 31, 2008 | Nov. 28, 2007 | Nov. 19, 2007 |
Gain on extinguishment of debt | $ 5,299,726 | $ 1,877,594 | ||||||||
Unrelated Individual [Member] | ||||||||||
Interest rate | 1.50% | |||||||||
Note Exchange Agreement [Member] | 1% Convertible Promissory Notes Due on April 1, 2014 [Member] | ||||||||||
Aggregate principal amount | $ 645,000 | |||||||||
Interest rate | 1.00% | |||||||||
Frequency of payment | Semi-annually | |||||||||
Conversion price (in dollars per share) | $ 1.3956 | $ 1.3956 | ||||||||
Note Exchange Agreement [Member] | 1% Unsecured Senior Convertible Promissory Notes Due April 1, 2012 [Member] | ||||||||||
Aggregate principal amount | $ 645,000 | $ 5,000,000 | $ 5,000,000 | |||||||
Interest rate | 1.00% | 1.00% | 1.00% | |||||||
Frequency of payment | Semi-annually | |||||||||
Conversion price (in dollars per share) | $ 1 | $ 1.7445 | $ 1.7445 | $ 1.3956 | ||||||
Maturity date | Jan. 13, 2025 | |||||||||
Note Exchange Agreement [Member] | 1% Convertible Promissory Notes Due on April 1, 2012 [Member] | ||||||||||
Conversion price (in dollars per share) | $ 1.3956 | $ 1.3956 | ||||||||
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 | $ 5,000,000 | ||||||||
Frequency of payment | Semi-annually | |||||||||
Conversion price (in dollars per share) | $ 1.7445 | $ 1.7445 | $ 1.3956 | |||||||
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 | $ 5,000,000 |
SUBSIDIARIES AND VARIABLE INT_3
SUBSIDIARIES AND VARIABLE INTEREST ENTITIES (Details) | 12 Months Ended | |
Dec. 31, 2020 | ||
Beijing Huizhong Bona Media Advertising Co., Ltd. [Member] | ||
Place of Incorporation | PRC | [1] |
Ownership/Control interest attributable to the Company | 100.00% | [1],[2] |
Principal activities | Dormant | [1] |
Xingpin Shanghai Advertising Limited [Member] | ||
Place of Incorporation | PRC | |
Ownership/Control interest attributable to the Company | 100.00% | [2] |
Principal activities | Dormant | |
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 | [1] |
Ownership/Control interest attributable to the Company | 100.00% | [1] |
Principal activities | Dormant | [1] |
Huizhong Lianhe Media Technology Co., Ltd. [Member] | ||
Place of Incorporation | PRC | [1] |
Ownership/Control interest attributable to the Company | 100.00% | [1] |
Principal activities | Dormant | [1] |
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 | |
[1] | The subsidiary's registration license has been revoked. | |
[2] | Variable interest entity which the Company exerted 100% control through a set of commercial arrangements. |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 100,000 | $ 100,000 |
Rental and other deposits | ||
Sub-total | 100,000 | 100,000 |
Less: allowance for doubtful debts | ||
Total | $ 100,000 | $ 100,000 |
EQUIPMENT, NET (Details)
EQUIPMENT, NET (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation | $ (3,229) | $ (6,435) |
Total | 599 | 438 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment, gross | $ 3,828 | $ 6,873 |
EQUIPMENT, NET (Details Narrati
EQUIPMENT, NET (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 456 | $ 878 |
ACCOUNTS PAYABLE, ACCRUED EXP_3
ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER PAYABLES (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accrued staff benefits and related fees | $ 1,749,401 | $ 1,916,879 |
Accrued professional fees | 47,266 | 95,737 |
Accrued interest expenses | 2,370,872 | 2,752,993 |
Other accrued expenses | 41,461 | 30,537 |
Other payables | 52,650 | 809 |
Total | $ 4,261,650 | $ 4,796,955 |
SHORT-TERM LOANS (Details Narra
SHORT-TERM LOANS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Short-term loan | $ 2,973,211 | $ 2,951,765 |
Interest expense on short term debt | 514,038 | $ 526,590 |
Repayments of unsecured debt | 128,205 | |
1% Unsecured Senior Convertible Promissory Notes Due April 1, 2012 [Member] | ||
Short-term loan | $ 128,205 | |
Interest rate term | bearing yearly interest of 1% and are repayable on demand, the remaining loans are unsecured, bear a monthly interest of 1.5% and are repayable on demand |
CONVERTIBLE PROMISSORY NOTES _3
CONVERTIBLE PROMISSORY NOTES AND WARRANTS (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Short-term Debt [Line Items] | |
Net carrying value of convertible promissory notes, beginning balance | $ 5,000,000 |
Proceeds of new 1% convertible promissory notes | 645,000 |
Abandonment of note | (5,000,000) |
Net carrying value of convertible promissory notes, ending balance | 645,000 |
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 |
Proceeds of new 1% convertible promissory notes | |
Abandonment of note | (5,000,000) |
New 1 Percent Convertible Promissory Notes Due In 2025 [Member] | |
Short-term Debt [Line Items] | |
Net carrying value of convertible promissory notes, beginning balance | |
Proceeds of new 1% convertible promissory notes | 645,000 |
Abandonment of note | |
Net carrying value of convertible promissory notes, ending balance | $ 645,000 |
CONVERTIBLE PROMISSORY NOTES _4
CONVERTIBLE PROMISSORY NOTES AND WARRANTS (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Short-term Debt [Line Items] | ||
Interest expenses of the notes | $ 18,567 | $ 50,000 |
New 1 Percent Convertible Promissory Notes Due In 2016 [Member] | ||
Short-term Debt [Line Items] | ||
Interest expenses of the notes | 12,329 | 50,000 |
New 1 Percent Convertible Promissory Notes Due In 2025 [Member] | ||
Short-term Debt [Line Items] | ||
Interest expenses of the notes | $ 6,238 |
CONVERTIBLE PROMISSORY NOTES _5
CONVERTIBLE PROMISSORY NOTES AND WARRANTS (Details Narrative) - USD ($) | Jul. 01, 2009 | Apr. 02, 2009 | Apr. 02, 2009 | Apr. 02, 2009 | Jan. 31, 2008 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2012 | Jan. 14, 2020 | Apr. 01, 2012 | Nov. 28, 2007 | Nov. 19, 2007 |
Gain on debt extinguishment | $ 5,299,726 | $ 1,877,594 | ||||||||||
Interest expenses | $ 18,567 | $ 50,000 | ||||||||||
Unrelated Individual [Member] | ||||||||||||
Interest rate | 1.50% | |||||||||||
Note Exchange and Option Agreement [Member] | Keywin Holdings Limited [Member] | ||||||||||||
Principal amount exchanged | $ 45,000,000 | |||||||||||
Number of 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 | $ 0.99 | $ 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 | ||||||||||
Description of the maturity | July 1, 2009, to a six-month period ended October 1, 2009 | |||||||||||
Note Exchange and Option Agreement [Member] | Och-Ziff Capital Management Group [Member] | 1% Unsecured Senior Convertible Promissory Notes Due April 1, 2012 [Member] | Shanghai Quo Advertising Co. Ltd [Member] | ||||||||||||
Aggregate principal amount | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | |||||||||
Frequency of payment | Semi-annually | |||||||||||
Conversion price (in dollars per share) | $ 1.7445 | $ 1.7445 | $ 1.7445 | $ 1.3956 | ||||||||
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 Agreement [Member] | 1% Unsecured Senior Convertible Promissory Notes Due April 1, 2012 [Member] | ||||||||||||
Aggregate principal amount | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | $ 645,000 | ||||||||
Interest rate | 1.00% | 1.00% | 1.00% | 1.00% | ||||||||
Frequency of payment | Semi-annually | |||||||||||
Conversion price (in dollars per share) | $ 1.7445 | $ 1.7445 | $ 1.7445 | $ 1 | $ 1.3956 | |||||||
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 | $ 1.3956 | $ 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] | ||||||||||||
Aggregate principal amount | $ 645,000 | |||||||||||
Interest rate | 1.00% | |||||||||||
Frequency of payment | Semi-annually | |||||||||||
Conversion price (in dollars per share) | $ 1.3956 | $ 1.3956 | $ 1.3956 | |||||||||
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. | |||||||||||
Note and Warrant Purchase Agreement [Member] | Och-Ziff Capital Management Group [Member] | 3% Senior Secured Convertible Promissory Notes due June 30, 2011 [Member] | Shanghai Quo Advertising Co. Ltd [Member] | ||||||||||||
Aggregate principal amount | $ 50,000,000 | $ 15,000,000 | $ 50,000,000 | |||||||||
Interest rate | 3.00% | |||||||||||
Amount of notes cancelled | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | |||||||||
Note and Warrant Purchase Agreement [Member] | Och-Ziff Capital Management Group [Member] | 3% Senior Secured Convertible Promissory Notes due June 30, 2011 [Member] | Shanghai Quo Advertising Co. Ltd [Member] | Warrant Two [Member] | ||||||||||||
Exercise price (in dollars per shares) | $ 262.5 | $ 262.5 | ||||||||||
Note and Warrant Purchase Agreement [Member] | Och-Ziff Capital Management Group [Member] | 3% Senior Secured Convertible Promissory Notes due June 30, 2011 [Member] | Shanghai Quo Advertising Co. Ltd [Member] | Warrant One [Member] | ||||||||||||
Exercise price (in dollars per shares) | $ 187.5 | $ 187.5 | ||||||||||
Note and Warrant Purchase Agreement [Member] | Och-Ziff Capital Management Group [Member] | 3% Senior Secured Convertible Promissory Notes due June 30, 2011 [Member] | Shanghai Quo Advertising Co. Ltd [Member] | Warrant [Member] | ||||||||||||
Interest rate | 3.00% | |||||||||||
Number of common shares aquired | 457,143 |
STOCKHOLDERS' DEFICIT (Details
STOCKHOLDERS' DEFICIT (Details Narrative) | Mar. 28, 2019USD ($)$ / sharesshares | Aug. 16, 2019$ / sharesshares | Dec. 31, 2020 | Dec. 31, 2019USD ($)Number |
Dividend payment restrictions, description | 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 consolidated 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. | |||
Common Stock Purchase Agreement [Member] | New Investor [Member] | Private Placement [Member] | ||||
Number of common stock sold | shares | 35,000 | |||
Proceeds from common stock sold | $ | $ 63,375 | $ 63,375 | ||
Common Stock Purchase Agreement [Member] | New Investor [Member] | Private Placement [Member] | Minimum [Member] | ||||
Stock purchase price | $ 1.50 | |||
Common Stock Purchase Agreement [Member] | New Investor [Member] | Private Placement [Member] | Maximum [Member] | ||||
Stock purchase price | $ 1.88 | |||
Common Stock Purchase Agreement [Member] | New Investor [Member] | Private Placement [Member] | Restricted Stock Units [Member] | ||||
Number of common stock sold | shares | 35,000 | 5,000 | ||
Number of investors | Number | 9 | |||
Stock purchase price | $ 1.875 | |||
Common Stock Purchase Agreement [Member] | New Investor [Member] | Private Placement [Member] | Restricted Stock Units [Member] | Minimum [Member] | ||||
Stock purchase price | $ 1.5 | |||
Common Stock Purchase Agreement [Member] | New Investor [Member] | Private Placement [Member] | Restricted Stock Units [Member] | Maximum [Member] | ||||
Stock purchase price | $ 1.88 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Jul. 01, 2009 | Apr. 02, 2009 | Apr. 30, 2009 | Dec. 31, 2020 | Dec. 31, 2019 |
Prepaid expenses and other current assets | $ 100,000 | $ 100,000 | |||
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 | ||||
Note Exchange and Option Agreement [Member] | Keywin Holdings Limited [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 | |||
Description of maturity date | July 1, 2009, to a six-month period ended October 1, 2009 |
GAIN FROM WRITE-OFF OF LONG-A_2
GAIN FROM WRITE-OFF OF LONG-AGED PAYABLES (Details Narrative) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Gain From Write Off Of Longaged Payables [Abstract] | |
Write off the long-aged payables | $ 394,522 |
NET PROFIT_(LOSS) PER COMMON _3
NET PROFIT/(LOSS) PER COMMON SHARE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | ||
Net profit/(loss) attributable to NCN common stockholders | $ 4,869,156 | $ (893,701) |
Denominator: | ||
Weighted average number of shares outstanding, basic (in shares) | 8,774,263 | 8,762,339 |
Effect of dilutive securities | ||
Options and warrants | ||
Weighted average number of shares outstanding, diluted (in shares) | 8,774,263 | 8,762,339 |
Net profit/(loss) per common share - basic and diluted (in dollars per share) | $ 0.555 | $ (0.102) |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Product Liability Contingency [Line Items] | ||
Income tax expense | $ 4,869,156 | $ (893,701) |
UNITED STATES [Member] | ||
Product Liability Contingency [Line Items] | ||
Income tax expense | 5,264,518 | 168,330 |
Foreign [Member] | ||
Product Liability Contingency [Line Items] | ||
Income tax expense | $ (395,362) | $ 725,371 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
2024 to 2028 | $ 2,279,147 | |
2029 to 2033 | 892,375 | |
2034 to 2037 | 217,937 | |
Indefinitely | 54,137 | |
Effect of net operating loss carried forward | $ 3,443,596 | $ 4,549,144 |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | |||
Deferred tax liabilities | |||
Deferred tax assets: | |||
Effect of net operating loss carried forward | 3,443,596 | 4,549,144 | |
Less: valuation allowance | (3,443,596) | (4,549,144) | $ (4,513,795) |
Net deferred tax assets |
INCOME TAXES (Details 3)
INCOME TAXES (Details 3) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
At the beginning of the year | $ 4,549,144 | $ 4,513,795 |
Current year (reduction)/addition | (1,105,548) | 35,349 |
At the end of the year | $ 3,443,596 | $ 4,549,144 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Income Tax Disclosure [Abstract] | |
Tax credit carryforward, description | Under Hong Kong tax laws, deferred tax assets are recognized for tax loss carried forward to the extent that the realization of the related tax benefit through future taxable profits is probable. These tax losses do not expire under current Hong Kong tax legislation. Under PRC tax laws, tax losses may be carried forward for 5 years and no carry-back is allowed. At December 31, 2020 the Company does not have available tax losses in the Hong Kong and PRC to utilize for future taxable profits. |
Net operating loss carryforward | $ 16,398,074 |
Valuation allowance of net operating loss carryforwards | $ 3,443,596 |
Operating loss carryforwards, expire year | Expire on various from 2024 through 2037. |