Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 22, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-30264 | ||
Entity Registrant Name | NETWORK CN INC. | ||
Entity Central Index Key | 0000934796 | ||
Entity Tax Identification Number | 90-0370486 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | Unit 705B, 7th FL | ||
Entity Address, Address Line Two | New East Ocean Centre | ||
Entity Address, Address Line Three | 9 Science Museum Road | ||
Entity Address, City or Town | TST | ||
Entity Address, Country | HK | ||
Entity Address, Postal Zip Code | 00000 | ||
City Area Code | 852 | ||
Local Phone Number | 9625-0097 | ||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | NWCN | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2,623,000 | ||
Entity Common Stock, Shares Outstanding | 20,749,018 | ||
Auditor Firm ID | 6778 | ||
Auditor Name | Gries & Associates, LLC | ||
Auditor Location | Denver, Colorado |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash | $ 21,677 | $ 5,967 |
Prepaid expenses and other current assets, net | 19,828 | 100,000 |
Total Current Assets | 41,505 | 105,967 |
Equipment, Net | 2,632 | 599 |
Right-of-use assets | 75,521 | |
TOTAL ASSETS | 119,658 | 106,566 |
Current Liabilities | ||
Accounts payable, accrued expenses and other payables | 2,597,181 | 4,261,650 |
Lease liabilities | 44,960 | |
Short term loan | 2,973,211 | 2,973,211 |
Total Current Liabilities | 5,615,352 | 7,234,861 |
Non-Current Liabilities | ||
Noncurrent portion of lease liabilities | 30,561 | |
1% convertible promissory note due 2025, net | 645,000 | 645,000 |
Total Non- Current Liabilities | 675,561 | 645,000 |
TOTAL LIABILITIES | 6,290,913 | 7,879,861 |
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, 100,000,000,000 shares authorized. Shares issued and outstanding: 20,749,018 and 8,774,263 as of December 31, 2021 and December 31, 2020, respectively | 20,749 | 8,773 |
Additional paid-in capital | 130,559,370 | 124,209,441 |
Accumulated deficit | (138,455,814) | (133,695,748) |
Accumulated other comprehensive income | 1,704,440 | 1,704,239 |
TOTAL STOCKHOLDERS’ DEFICIT | (6,171,255) | (7,773,295) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 119,658 | $ 106,566 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
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 | 100,000,000,000 | 100,000,000,000 |
Common stock, issued | 20,749,018 | 8,774,263 |
Common stock, outstanding | 20,749,018 | 8,774,263 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
GROSS LOSS | ||
OPERATING EXPENSES | ||
General and administrative | (479,018) | (292,490) |
Stock based compensation for services | (217,475) | |
Total Operating Expenses | (696,493) | (292,490) |
LOSS FROM CONTINUED OPERATIONS | (696,493) | (292,490) |
OTHER INCOME | ||
Gain on extinguishment of debt | 0 | 5,299,726 |
Gain from write-off of long aged payables | 708 | 394,522 |
Interest income | 1 | |
Total Other Income | 708 | 5,694,249 |
INTEREST AND OTHER DEBT-RELATED EXPENSES | ||
Interest expense | (519,851) | (532,603) |
Total Interest and Other Debt-Related Expenses | (519,851) | (532,603) |
NET (LOSS) PROFIT BEFORE INCOME TAXES | (1,215,636) | 4,869,156 |
Income taxes | ||
NET (LOSS) PROFIT FROM CONTINUING OPERATIONS | (1,215,636) | 4,869,156 |
NET (LOSS) PROFIT | (1,215,636) | 4,869,156 |
OTHER COMPREHENSIVE GAIN | ||
Foreign currency translation gain | 201 | 321 |
Total other comprehensive gain | 201 | 321 |
COMPREHENSIVE (LOSS) INCOME | $ (1,215,435) | $ 4,869,477 |
NET (LOSS) PROFIT PER COMMON SHARE – BASIC AND DILUTED | $ (0.14) | $ 0.55 |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING – BASIC AND DILUTED | 11,023,767 | 8,774,263 |
Advertising [Member] | ||
REVENUES | ||
COST OF REVENUES |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 8,773 | $ 124,209,441 | $ (138,564,904) | $ 1,703,918 | $ (12,642,772) |
Beginning Balance, Shares at Dec. 31, 2019 | 8,774,263 | ||||
Translation adjustment | 321 | 321 | |||
Net loss for the year | 4,869,156 | 4,869,156 | |||
Ending balance, value at Dec. 31, 2020 | $ 8,773 | 124,209,441 | (133,695,748) | 1,704,239 | (7,773,295) |
Ending Balance, Shares at Dec. 31, 2020 | 8,774,263 | ||||
Shares issued for stock granted to consultant for services | $ 10 | 29,990 | 30,000 | ||
Shares issued for stock granted to consultant for services, Shares | 10,000 | ||||
Stock-based compensation for stock granted to directors for services | 187,474 | 187,474 | |||
Shares issued for share option conversion | $ 11,765 | 1,988,235 | 2,000,000 | ||
Shares issued for share option conversion, Shares | 11,764,755 | ||||
Shares issued for private placement | $ 200 | 599,800 | 600,000 | ||
Shares issued for private placement, Shares | 200,000 | ||||
Translation adjustment | 201 | ||||
Dividend | 3,544,430 | (3,544,430) | |||
Net loss for the year | (1,215,636) | (1,215,636) | |||
Translation adjustment | 1 | 201 | 202 | ||
Ending balance, value at Dec. 31, 2021 | $ 20,749 | $ 130,559,370 | $ (138,455,814) | $ 1,704,440 | $ (6,171,255) |
Ending Balance, Shares at Dec. 31, 2021 | 20,749,018 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net (loss) profit | $ (1,215,636) | $ 4,869,156 |
Adjustments to reconcile net profit/(loss) to net cash used in operating activities | ||
Depreciation and amortization: | 15,145 | 456 |
Stock-based compensation for service | 217,475 | |
Gain from write-off of long aged payables | (708) | (394,522) |
Gain on extinguishment of debt | 0 | (5,299,726) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets, net | 80,172 | |
Accounts payable, accrued expenses and other payables | 477,162 | 158,943 |
Operating lease liabilities | (14,756) | |
Net cash used in operating activities | (441,146) | (665,693) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of equipment | (2,422) | (617) |
Net cash used in investing activities | (2,422) | (617) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from private placement | 459,077 | |
Proceeds from convertible promissory note | 645,000 | |
Proceeds from short-term loans | 21,446 | |
Net cash provided by financing activities | 459,077 | 666,446 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | 201 | 321 |
NET INCREASE IN CASH | 15,710 | 457 |
CASH, BEGINNING OF YEAR | 5,967 | 5,510 |
CASH, END OF YEAR | 21,677 | 5,967 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Income taxes | ||
Interest | 615,000 | |
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES: | ||
Exercise of conversion option (Note 1) | 2,000,000 | |
Settlement of interest payable by private placement (Note 2) | 140,923 | |
Dividend (Note 3) | $ 3,544,430 |
ORGANIZATION AND PRINCIPAL ACTI
ORGANIZATION AND PRINCIPAL ACTIVITIES | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 are described in Note 3 – Subsidiaries and Variable Interest Entities. COVID-19 Pandemic In December 2019, an outbreak of COVID-19 was identified in China and was subsequently recognized as a global pandemic by the World Health Organization (“WHO”) on March 11, 2020. Since that time, COVID-19 has spread around the world and throughout the United States, including in the regions and countries in which we operate. Federal, state and local governments in the U.S and around the world have imposed restrictions on travel and business operations and are advising or requiring individuals to limit or eliminate time outside of their homes. Temporary closures of businesses have also been ordered in certain jurisdictions, and other businesses have temporarily closed voluntarily. These actions expanded significantly in March and April of 2020 throughout the U.S. Consequently, the COVID-19 outbreak has severely restricted the level of economic activity in the U.S. and around the world. The outbreak has resulted in authorities implementing numerous measures to try to contain the virus, such as quarantines and shelter in place orders. These measures may remain in place for a significant period of time and adversely affect our business, operations and financial condition as well as the business, operations and financial conditions of our business partners. The spread of the virus has also caused us to modify our business practices (including employee work locations and cancellation of physical participation in meetings) in ways that may be detrimental to our business (including working remotely and its attendant cybersecurity risks). We may take further actions as may be required by government authorities or that we determine are in the best interests of our employees. There is no certainty that such measures will be sufficient to mitigate the risks posed by the virus or otherwise be satisfactory to government authorities. There has been no material adverse impact on the Company’s 2021 results of operations to date. The effect of COVID-19 and related events, those not yet known or knowable, could have a negative effect on the stock price, business prospects, financial condition, and results of operations of the Company, including as a result of quarantines, market volatility, market downturns and business closures. For the reasons discussed above, the Company cannot reasonably estimate with any degree of certainty the future impact COVID-19 may have on the Company’s results of operations, financial position, and liquidity. Notwithstanding any actions by national, state, and local governments to mitigate the impact of COVID-19 or by the Company to address the adverse impacts of COVID-19, there can be no assurance that any of the foregoing activities will be successful in mitigating or preventing significant adverse effects on the Company. Recent development Issuance of Convertible Promissory Note On January 18, 2022, the Company entered into a Subscription Agreement under which the Subscriber agreed to purchase the 1% Senior Unsecured Convertible Note Agreement from the Company for an agreement purchase price of two million five hundred thousand US Dollars ($ 2,500,000 2,500,000 1.25 Exercise of conversion option On October 28, 2021, Keywin Holdings Limited (“Keywin”) exercised its option to purchase an aggregate of 11,764,756 2,000,000 Private Placement On May 3, 2021, the Company entered into Common Stock Agreement with the foreign investor (the "New investor") that the Company will sell an aggregate of 200,000 459,077 140,923 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 26,666,667 100,000,000,000 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 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. 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. The closing of Exchange was not completed on September 2, 2020 which was due to the progress of audit. Since Ease Global cannot fulfill the revenue target and complete the audit, the Company considered the Share Exchange Agreement was lapsed. Going Concern The Company has net cash used in operating activities of $ 441,146 665,693 6,171,255 7,773,295 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, 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, 2021 | |
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 (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: Schedule of estimated useful lives Office equipment 3 5 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 (G) Leases The Company adopted Accounting Standards Codification (ASC) Topic 842, Leases (ASC 842) effective as of January 1, 2019. Under ASC 842, the Company determines if an arrangement is or contains a lease at contract inception. Operating lease right-of-use (ROU) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized based on the present value of lease payments over the lease term at the commencement date of the lease. ROU assets also include any initial direct costs incurred and any lease payments made at or before the lease commencement date, less any lease incentive received. The Company uses its incremental borrowing rate in determining the present value of lease payments based on the information available at the date of lease commencement. The incremental borrowing rate reflects the rate of interest that a lessee would have to pay to borrow, on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment. Lease expense for an operating lease is recognized on a straight-line basis over the lease term. The Company elected to not separate non-lease components from the associated lease components and to not recognize right-of-use assets and lease liabilities for leases with a term of twelve months or less. Variable lease payments are primarily related to property taxes, insurance and common area maintenance, and are recognized as lease costs when incurred. (H) Convertible Promissory Notes and Warrants New 1% Convertible Promissory Notes, due in 2016 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 5,000,000 1 semi-annually 1.7445 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. 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 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. 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 from continuing operations of $ 5,299,726 New 1% Convertible Promissory Notes, due in 2025 On January 14, 2020, the Company issued 1 645,000 semi-annually January 13, 2025 1.00 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 1% convertible promissory notes did not have any embedded conversion option which shall be bifurcated and separately accounted for as a derivative under ASC 815, nor did they contain a cash conversion feature. The Company accounted for the Notes in accordance with ASC 470, as a single debt instrument. No beneficial conversion feature (the “BCF”) was recognized as the set conversion price for the Notes was greater than the fair value of the Company’s share price at date of issuance. (I) 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, 2021 and 2020. (J) 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. (K) 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. (L) 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. (M) 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, 2021 and 2020 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. (N) 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. (O) 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. The carrying value of the Company’s financial instruments related to options is measuring its fair value using the Black-Scholes option pricing model, which is consistent with the Company’s historical valuation techniques. The fair value of option is recorded as dividend. (P) Recent Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions and enhances and simplifies various aspects of the income tax accounting guidance in ASC 740. ASU 2019-12 was effective January 1, 2021. The adoption of ASU 2019-12 did not have any impact on the Company’s consolidated financial statement presentation or disclosures. 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. The Company adopted ASU 2020-01 effective January 1, 2021. The adoption of ASU 2020-01 did not have any impact on its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for convertible debt by eliminating the beneficial conversion and cash conversion accounting models. Upon adoption of ASU 2020-06, convertible debt proceeds, unless issued with a substantial premium or an embedded conversion feature that is not clearly and closely related to the host contract, will no longer be allocated between debt and equity components. This modification will reduce the issue discount and result in less non-cash interest expense in financial statements. ASU 2020-06 also updates the earnings per share calculation and requires entities to assume share settlement when the convertible debt can be settled in cash or shares. For contracts in an entity’s own equity, the type of contracts primarily affected by ASU 2020-06 are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and only if adopted as of the beginning of such fiscal year. 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. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. Early adoption is permitted for all entities, including adoption in an interim period. If an entity elects to early adopt ASU 2021- 04 in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. The adoption of ASU 2021-04 is not expected to have any impact on the Company’s consolidated financial statement presentation or disclosures. |
SUBSIDIARIES AND VARIABLE INTER
SUBSIDIARIES AND VARIABLE INTEREST ENTITIES | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 were as follows: Schedule of subsidiaries and variable interest entities Name Place of Incorporation Ownership/Control interest attributable to the Company Principal activities NCN Group Limited BVI 100 Investment holding NCN Media Services Limited BVI 100 Investment holding Cityhorizon Limited Hong Kong 100 Investment holding NCN Group Management Limited Hong Kong 100 Provision of administrative and management services Crown Eagle Investment Limited Hong Kong 100 Dormant Crown Winner International Limited Hong Kong 100 Investment holding NCN Huamin Management Consultancy (Beijing) PRC 100 Not applicable Huizhong Lianhe Media Technology Co., Ltd. (2) PRC 100 Not applicable Beijing Huizhong Bona Media Advertising Co., PRC 100 Not applicable Xingpin Shanghai Advertising Limited(3) PRC 100 Dormant Chuanghua Shanghai Advertising Limited (3) PRC 100 Dormant Jiahe Shanghai Advertising Limited (2) PRC 100 Not applicable Remarks: 1) Variable interest entity which the Company exerted 100% control through a set of commercial arrangements. Note: 2) The subsidiary/variable interest entity ’s business license has been revoked. 3) The subsidiary/variable interest entity was classified as abnormal operation business. |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [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, 2021 and 2020 were as follows: Schedule of prepaid expenses and other current assets 2021 2020 Prepaid expenses $ 4,443 $ 100,000 Rental and other deposits 15,385 - Total $ 19,828 $ 100,000 |
EQUIPMENT, NET
EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
EQUIPMENT, NET | NOTE 5 EQUIPMENT, NET Equipment, net as of December 31, 2021 and 2020 consisted of the following: Schedule of equipment, net 2021 2020 Office equipment $ 3,039 $ 3,828 Less: accumulated depreciation (407 ) (3,229 ) Total $ 2,632 $ 599 Depreciation for the years ended December 31, 2021 and 2020 amounted to $ 389 456 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, 2021 | |
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, 2021 and 2020 consisted of the following: Schedule of accounts payable, accrued expenses and other payables 2021 2020 Accrued staff benefits and related fees $ 1,943,544 $ 1,749,401 Accrued professional fees 61,057 47,266 Accrued interest expenses 472,773 2,370,872 Other accrued expenses 19,316 41,461 Other payables 100,491 52,650 Total $ 2,597,181 $ 4,261,650 |
SHORT-TERM LOANS
SHORT-TERM LOANS | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
SHORT-TERM LOANS | NOTE 7 SHORT-TERM LOANS As of December 31, 2021 and 2020, the Company recorded an aggregated amount of $ 2,973,211 128,205 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 2,500,000 The interest expenses of the short-term loans for the years ended December 31, 2021 and 2020 amounted to $ 513,383 514,036 |
CONVERTIBLE PROMISSORY NOTES AN
CONVERTIBLE PROMISSORY NOTES AND WARRANTS | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE PROMISSORY NOTES AND WARRANTS | NOTE 8 CONVERTIBLE PROMISSORY NOTES AND WARRANTS New 1% Convertible Promissory Notes, due in 2016 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 3 457,143 3 15,000,000 187.5 262.5 50,000,000 187.5 262.5 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 4,093,806 1,637,522 2,000,000 On June 1, 2021, 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 Keywin to purchase an aggregate of 11,764,756 shares of the Company’s common stock for an aggregate purchase price of $2,000,000. 11,764,756 2,000,000 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 1 5,000,000 semi-annually 1.7445 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 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 1.3956 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. 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. 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. 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 from continuing operations of $ 5,299,726 5) Issuance of New 1% Convertible Promissory Notes, due 2025 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 1 645,000 1 645,000 1.00 The following table details the accounting treatment of the convertible promissory notes: Schedule of 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: Schedule of interest expenses Years Ended December 31, 2021 2020 New 1% convertible promissory notes, due in 2016 $ - $ 12,329 New 1% convertible promissory notes, due in 2025 6,468 6,238 Total $ 6,468 $ 18,567 |
LEASE LIABILITIES
LEASE LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
Lease Liabilities | |
LEASE LIABILITIES | NOTE 9 LEASE LIABILITIES On September 27, 2021, the Company entered into a lease agreement for office in Hong Kong with a two-year term, commencing on September 27, 2021 and expiring on September 26, 2023. The operating lease expense for the years ended December 31, 2021 and 2020 were as follows: Schedule of operating lease expense 2021 2020 Operating lease cost – straight line $ 15,385 $ - As of December 31, 2021, future minimum commitments under the Company’s non-cancelable operating lease, in accordance with ASC 842, are as follows: Schedule of future minimum operating lease payments Fiscal years ending December 31, Operating 2022 $ 46,154 2023 30,769 2024 - 2025 - Thereafter - Total undiscounted cash flows 76,923 Les: imputed interest (1,402 ) Present value of lease liabilities $ 75,521 As of December 31, 2021, the remaining weighted-average lease term was 1.74 2.33 Supplementary cash flow information related to lease where the Company was the lessee for the years ended December 31, 2021 and 2020 was as follows: Schedule of supplementary cash flow information 2021 2020 Operating cash outflows from operating lease $ 15,385 $ - NON-CASH OPERATING ACTIVITIES Right-of-use assets obtained in exchange for new operating lease liabilities 90,277 - |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 10 COMMITMENTS AND CONTINGENCIES Contingencies The Company accounts for loss contingencies in accordance with ASC Topic 450 and other related guidelines. As of December 31, 2021 and 2020, 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, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 11 STOCKHOLDERS’ DEFICIT (A) Stock, Options and Warrants Issued for Services On October 28, 2021, Keywin exercised its option to purchase an aggregate of 11,764,756 2,000,000 On November 30, 2021, the Company completed private placement of 200,000 3 600,000 In March 2018, the Company entered into an escrow agent services agreement with an escrow agent. Pursuant to the agreement, the Company agreed to pay 5% of escrow funds from invest as compensation, the escrow agent was granted 10,000 10,000 On December 30, 2021, the Board of Director granted an aggregate of 132,172 shares of common stock to the directors of the Company for their services rendered during the year 2021 and 2022. Each director was granted shares of the Company’s common stock and vested in 2021: Earnest Leung, 52,172 shares; Wong Wing Kong, 15,000 shares; and Shirley Cheng, 50,000 shares and Frederick Wong granted 15,000 shares and vested in 2022. In connection with these stock grants and in accordance with ASC Topic 718, the Company recognized $ 187,475 and $nil of non-cash stock-based compensation included in general and administrative expenses on the consolidated statements of operations for the year ended December 31, 2021 and 2020, respectively. (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, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 12 RELATED PARTY TRANSACTIONS Except as set forth below, during the years ended December 31, 2021 and 2020, 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 $ 350,000 250,000 100,000 100,000 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 2,000,000 On June 1, 2021, 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 Keywin to purchase an aggregate of 11,764,756 shares of the Company’s common stock for an aggregate purchase price of $ 2,000,000 . 3,544,430 On October 28, 2021, Keywin exercised its option to purchase an aggregate of 11,764,756 2,000,000 . As of December 31, 2021 and 2020, the Company recorded an aggregated amount of $ 2,845,006 1.5 of $ 470,315 2,363,485 512,101 512,863 On January 18, 2022, the shareholder agreed to . As of the date of this report, except the loan and interest payable balance of $ 2,500,000 |
GAIN FROM WRITE-OFF OF LONG-AGE
GAIN FROM WRITE-OFF OF LONG-AGED PAYABLES | 12 Months Ended |
Dec. 31, 2021 | |
Gain From Write-off Of Long-aged Payables | |
GAIN FROM WRITE-OFF OF LONG-AGED PAYABLES | NOTE 13 GAIN FROM WRITE-OFF OF LONG-AGED PAYABLES The Company considered the payment of the outstanding payables have not been claimed due to loss of contact 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 $ 708 394,522 |
NET (LOSS) PROFIT PER COMMON SH
NET (LOSS) PROFIT PER COMMON SHARE | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
NET (LOSS) PROFIT PER COMMON SHARE | NOTE 14 NET (LOSS) PROFIT PER COMMON SHARE Net (loss) profit per share information for the years ended December 31, 2021 and 2020 was as follows: Schedule of net (loss) profit per common share 2021 2020 Numerator: Net (loss) profit attributable to NCN common stockholders $ (1,215,636 ) $ 4,869,156 Denominator: Weighted average number of shares outstanding, basic* 11,023,767 8,774,263 Effect of dilutive securities Options and warrants - - Weighted average number of shares outstanding, diluted 11,023,767 8,774,263 Net (loss) profit per common share – basic and diluted $ (0.11 ) $ 0.55 * Including 253,172 and 136,000 shares that were granted and vested but not yet issued for the years ended December 31, 2021 and 2020, respectively. The diluted net (loss) profit per common share is the same as the basic net (loss) profit per common share for the years ended December 31, 2021 and 2020 as the ordinary shares issuable under stock options and warrants outstanding are anti-dilutive and are therefore excluded from the computation of diluted net (loss) profit per common share. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 16 INCOME TAXES Income is subject to taxation in various countries in which the Company and its subsidiaries operate or are incorporated. The (loss) profit before income taxes by geographical locations for the years ended December 31, 2021 and 2020 were summarized as follows: Schedule of (income) loss before income taxes by geographical locations 2021 2020 United States $ (469,314 ) $ 5,264,518 Foreign (746,322 ) (395,362 ) $ (1,215,636 ) $ 4,869,156 The provision for income taxes consisted of the following: Schedule of provision for income taxes Year ended December 31, 2021 2020 (Loss) Profit before income taxes $ (1,215,636 ) $ 4,869,156 Statutory income tax rate 21 % 21 % Income tax credit computed at statutory income rate (255,284 ) 1,022,523 Reconciling items: Non-deductible expenses 156,211 82,304 Share-based payments 45,670 - Tax effect of tax exempt entity 516 722 Valuation allowance on deferred tax assets 52,886 (1,105,549 ) Income tax $ - $ - 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, 2021 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, 2021, the Company had an unused net operating loss carryforward of approximately $ 16,649,913 3,496,482 expire on various from 2024 through 2037 Schedule of operating loss carryforward 2024 to 2028 $ 2,332,033 2029 to 2033 892,375 2034 to 2037 217,937 Indefinitely 54,137 $ 3,496,482 At December 31, 2020, the Company had an unused net operating loss carryforward of approximately $ 16,398,074 3,443,596 expire on various from 2024 through 2037 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, 2021 and 2020 are as follows: Schedule of deferred tax liabilities and deferred tax assets 2021 2020 Deferred tax liabilities $ - $ - Deferred tax assets: Effect of net operating loss carried forward 3,496,482 3,443,596 Less: valuation allowance (3,496,482 ) (3,443,596 ) Net deferred tax assets $ - $ - Movement of valuation allowance: Schedule of movement of valuation allowance 2021 2020 At the beginning of the year $ 3,443,596 $ 4,549,144 Current year addition (reduction) 52,886 (1,105,548 ) At the end of the year $ 3,496,482 $ 3,443,596 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 18 SUBSEQUENT EVENTS On January 18, 2022, the Company entered into a Subscription Agreement with 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 two million five hundred thousand US Dollars ($ 2,500,000 2,500,000 1.25 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
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 |
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: Schedule of estimated useful lives Office equipment 3 5 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 |
Leases | (G) Leases The Company adopted Accounting Standards Codification (ASC) Topic 842, Leases (ASC 842) effective as of January 1, 2019. Under ASC 842, the Company determines if an arrangement is or contains a lease at contract inception. Operating lease right-of-use (ROU) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized based on the present value of lease payments over the lease term at the commencement date of the lease. ROU assets also include any initial direct costs incurred and any lease payments made at or before the lease commencement date, less any lease incentive received. The Company uses its incremental borrowing rate in determining the present value of lease payments based on the information available at the date of lease commencement. The incremental borrowing rate reflects the rate of interest that a lessee would have to pay to borrow, on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment. Lease expense for an operating lease is recognized on a straight-line basis over the lease term. The Company elected to not separate non-lease components from the associated lease components and to not recognize right-of-use assets and lease liabilities for leases with a term of twelve months or less. Variable lease payments are primarily related to property taxes, insurance and common area maintenance, and are recognized as lease costs when incurred. |
Convertible Promissory Notes and Warrants | (H) Convertible Promissory Notes and Warrants New 1% Convertible Promissory Notes, due in 2016 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 5,000,000 1 semi-annually 1.7445 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. 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 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. 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 from continuing operations of $ 5,299,726 New 1% Convertible Promissory Notes, due in 2025 On January 14, 2020, the Company issued 1 645,000 semi-annually January 13, 2025 1.00 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 1% convertible promissory notes did not have any embedded conversion option which shall be bifurcated and separately accounted for as a derivative under ASC 815, nor did they contain a cash conversion feature. The Company accounted for the Notes in accordance with ASC 470, as a single debt instrument. No beneficial conversion feature (the “BCF”) was recognized as the set conversion price for the Notes was greater than the fair value of the Company’s share price at date of issuance. |
Revenue Recognition | (I) 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, 2021 and 2020. |
Stock-based Compensation | (J) 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 | (K) 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) | (L) 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 | (M) 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, 2021 and 2020 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 | (N) 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 | (O) 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. The carrying value of the Company’s financial instruments related to options is measuring its fair value using the Black-Scholes option pricing model, which is consistent with the Company’s historical valuation techniques. The fair value of option is recorded as dividend. |
Recent Accounting Pronouncements | (P) Recent Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions and enhances and simplifies various aspects of the income tax accounting guidance in ASC 740. ASU 2019-12 was effective January 1, 2021. The adoption of ASU 2019-12 did not have any impact on the Company’s consolidated financial statement presentation or disclosures. 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. The Company adopted ASU 2020-01 effective January 1, 2021. The adoption of ASU 2020-01 did not have any impact on its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for convertible debt by eliminating the beneficial conversion and cash conversion accounting models. Upon adoption of ASU 2020-06, convertible debt proceeds, unless issued with a substantial premium or an embedded conversion feature that is not clearly and closely related to the host contract, will no longer be allocated between debt and equity components. This modification will reduce the issue discount and result in less non-cash interest expense in financial statements. ASU 2020-06 also updates the earnings per share calculation and requires entities to assume share settlement when the convertible debt can be settled in cash or shares. For contracts in an entity’s own equity, the type of contracts primarily affected by ASU 2020-06 are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and only if adopted as of the beginning of such fiscal year. 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. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. Early adoption is permitted for all entities, including adoption in an interim period. If an entity elects to early adopt ASU 2021- 04 in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. The adoption of ASU 2021-04 is not expected to have any impact on the Company’s consolidated financial statement presentation or disclosures. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives | Schedule of estimated useful lives Office equipment 3 5 |
SUBSIDIARIES AND VARIABLE INT_2
SUBSIDIARIES AND VARIABLE INTEREST ENTITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Schedule of Investments [Abstract] | |
Schedule of subsidiaries and variable interest entities | Schedule of subsidiaries and variable interest entities Name Place of Incorporation Ownership/Control interest attributable to the Company Principal activities NCN Group Limited BVI 100 Investment holding NCN Media Services Limited BVI 100 Investment holding Cityhorizon Limited Hong Kong 100 Investment holding NCN Group Management Limited Hong Kong 100 Provision of administrative and management services Crown Eagle Investment Limited Hong Kong 100 Dormant Crown Winner International Limited Hong Kong 100 Investment holding NCN Huamin Management Consultancy (Beijing) PRC 100 Not applicable Huizhong Lianhe Media Technology Co., Ltd. (2) PRC 100 Not applicable Beijing Huizhong Bona Media Advertising Co., PRC 100 Not applicable Xingpin Shanghai Advertising Limited(3) PRC 100 Dormant Chuanghua Shanghai Advertising Limited (3) PRC 100 Dormant Jiahe Shanghai Advertising Limited (2) PRC 100 Not applicable Remarks: 1) Variable interest entity which the Company exerted 100% control through a set of commercial arrangements. Note: 2) The subsidiary/variable interest entity ’s business license has been revoked. 3) The subsidiary/variable interest entity was classified as abnormal operation business. |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of prepaid expenses and other current assets | Schedule of prepaid expenses and other current assets 2021 2020 Prepaid expenses $ 4,443 $ 100,000 Rental and other deposits 15,385 - Total $ 19,828 $ 100,000 |
EQUIPMENT, NET (Tables)
EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of equipment, net | Schedule of equipment, net 2021 2020 Office equipment $ 3,039 $ 3,828 Less: accumulated depreciation (407 ) (3,229 ) Total $ 2,632 $ 599 |
ACCOUNTS PAYABLE, ACCRUED EXP_2
ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER PAYABLES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable, accrued expenses and other payables | Schedule of accounts payable, accrued expenses and other payables 2021 2020 Accrued staff benefits and related fees $ 1,943,544 $ 1,749,401 Accrued professional fees 61,057 47,266 Accrued interest expenses 472,773 2,370,872 Other accrued expenses 19,316 41,461 Other payables 100,491 52,650 Total $ 2,597,181 $ 4,261,650 |
CONVERTIBLE PROMISSORY NOTES _2
CONVERTIBLE PROMISSORY NOTES AND WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of convertible promissory notes | Schedule of 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 | Schedule of interest expenses Years Ended December 31, 2021 2020 New 1% convertible promissory notes, due in 2016 $ - $ 12,329 New 1% convertible promissory notes, due in 2025 6,468 6,238 Total $ 6,468 $ 18,567 |
LEASE LIABILITIES (Tables)
LEASE LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Lease Liabilities | |
Schedule of operating lease expense | Schedule of operating lease expense 2021 2020 Operating lease cost – straight line $ 15,385 $ - |
Schedule of future minimum operating lease payments | Schedule of future minimum operating lease payments Fiscal years ending December 31, Operating 2022 $ 46,154 2023 30,769 2024 - 2025 - Thereafter - Total undiscounted cash flows 76,923 Les: imputed interest (1,402 ) Present value of lease liabilities $ 75,521 |
Schedule of supplementary cash flow information | Schedule of supplementary cash flow information 2021 2020 Operating cash outflows from operating lease $ 15,385 $ - NON-CASH OPERATING ACTIVITIES Right-of-use assets obtained in exchange for new operating lease liabilities 90,277 - |
NET (LOSS) PROFIT PER COMMON _2
NET (LOSS) PROFIT PER COMMON SHARE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of net (loss) profit per common share | Schedule of net (loss) profit per common share 2021 2020 Numerator: Net (loss) profit attributable to NCN common stockholders $ (1,215,636 ) $ 4,869,156 Denominator: Weighted average number of shares outstanding, basic* 11,023,767 8,774,263 Effect of dilutive securities Options and warrants - - Weighted average number of shares outstanding, diluted 11,023,767 8,774,263 Net (loss) profit per common share – basic and diluted $ (0.11 ) $ 0.55 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of (income) loss before income taxes by geographical locations | Schedule of (income) loss before income taxes by geographical locations 2021 2020 United States $ (469,314 ) $ 5,264,518 Foreign (746,322 ) (395,362 ) $ (1,215,636 ) $ 4,869,156 |
Schedule of provision for income taxes | Schedule of provision for income taxes Year ended December 31, 2021 2020 (Loss) Profit before income taxes $ (1,215,636 ) $ 4,869,156 Statutory income tax rate 21 % 21 % Income tax credit computed at statutory income rate (255,284 ) 1,022,523 Reconciling items: Non-deductible expenses 156,211 82,304 Share-based payments 45,670 - Tax effect of tax exempt entity 516 722 Valuation allowance on deferred tax assets 52,886 (1,105,549 ) Income tax $ - $ - |
Schedule of operating loss carryforward | Schedule of operating loss carryforward 2024 to 2028 $ 2,332,033 2029 to 2033 892,375 2034 to 2037 217,937 Indefinitely 54,137 $ 3,496,482 At December 31, 2020, the Company had an unused net operating loss carryforward of approximately $ 16,398,074 3,443,596 expire on various from 2024 through 2037 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 | Schedule of deferred tax liabilities and deferred tax assets 2021 2020 Deferred tax liabilities $ - $ - Deferred tax assets: Effect of net operating loss carried forward 3,496,482 3,443,596 Less: valuation allowance (3,496,482 ) (3,443,596 ) Net deferred tax assets $ - $ - |
Schedule of movement of valuation allowance | Schedule of movement of valuation allowance 2021 2020 At the beginning of the year $ 3,443,596 $ 4,549,144 Current year addition (reduction) 52,886 (1,105,548 ) At the end of the year $ 3,496,482 $ 3,443,596 |
ORGANIZATION AND PRINCIPAL AC_2
ORGANIZATION AND PRINCIPAL ACTIVITIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
May 03, 2021 | Jul. 23, 2020 | Oct. 28, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 18, 2022 | Apr. 28, 2020 | Jan. 14, 2020 | Dec. 31, 2019 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Aggregate shares purchase | 11,764,756 | ||||||||
Aggregate shares purchase price | $ 2,000,000 | ||||||||
Proceeds from investor | $ 459,077 | ||||||||
Short term loans interest payable | $ 140,923 | ||||||||
Common stock, authorized | 100,000,000,000 | 100,000,000,000 | 26,666,667 | ||||||
Net cash used in operating activities | $ 441,146 | $ 665,693 | |||||||
Stockholders' deficits | $ 6,171,255 | $ 7,773,295 | $ 12,642,772 | ||||||
Earthasia Worldwide Holdings Limited [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Issued and outstanding stock owned (Percentage) | 100% | ||||||||
Keywin Holdings Limited [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Aggregate shares purchase | 11,764,756 | ||||||||
Aggregate shares purchase price | $ 2,000,000 | ||||||||
Subscription Agreement [Member] | Subsequent Event [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Agreement purchase price | $ 2,500,000 | ||||||||
Principal amount | $ 2,500,000 | ||||||||
Shares issued price per share | $ 1.25 | ||||||||
Common Stock Purchase Agreement [Member] | Investor [Member] | Private Placement [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Number of common stock sold | 200,000 | ||||||||
Share Exchange Agreement [Member] | Ease Global Limited [Member] | Trade More Global Limited [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [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, 2021 | |
Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | ||||
Jan. 14, 2020 | Apr. 02, 2009 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 01, 2012 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Cash equivalents | $ 0 | $ 0 | |||
Impairment of long-lived assets | 0 | 0 | |||
Gain on extinguishment of debt | $ 0 | $ 5,299,726 | |||
Note Exchange Agreement [Member] | Unsecured Debt [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Aggregate principal amount | $ 645,000 | $ 5,000,000 | |||
Interest rate | 1% | 1% | |||
Frequency of payment | semi-annually | semi-annually | |||
Conversion price (in dollars per share) | $ 1 | $ 1.7445 | $ 1.3956 | ||
Maturity date | Jan. 13, 2025 | ||||
Note Exchange Agreement [Member] | Convertible Debt [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Conversion price (in dollars per share) | $ 1.3956 |
SUBSIDIARIES AND VARIABLE INT_3
SUBSIDIARIES AND VARIABLE INTEREST ENTITIES (Details) | 12 Months Ended | |
Dec. 31, 2021 | ||
NCN Group Limited [Member] | ||
Schedule of Investments [Line Items] | ||
Place of Incorporation | BVI | |
Ownership/Control interest attributable to the Company | 100% | |
Principal activities | Investment holding | |
NCN Media Services Limited [Member] | ||
Schedule of Investments [Line Items] | ||
Place of Incorporation | BVI | |
Ownership/Control interest attributable to the Company | 100% | |
Principal activities | Investment holding | |
Cityhorizon Limited [Member] | ||
Schedule of Investments [Line Items] | ||
Place of Incorporation | Hong Kong | |
Ownership/Control interest attributable to the Company | 100% | |
Principal activities | Investment holding | |
NCN Group Management Limited [Member] | ||
Schedule of Investments [Line Items] | ||
Place of Incorporation | Hong Kong | |
Ownership/Control interest attributable to the Company | 100% | |
Principal activities | Provision of administrative and management services | |
Crown Eagle Investment Limited [Member] | ||
Schedule of Investments [Line Items] | ||
Place of Incorporation | Hong Kong | |
Ownership/Control interest attributable to the Company | 100% | |
Principal activities | Dormant | |
Crown Winner International Limited [Member] | ||
Schedule of Investments [Line Items] | ||
Place of Incorporation | Hong Kong | |
Ownership/Control interest attributable to the Company | 100% | |
Principal activities | Investment holding | |
NCN Huamin Management Consultancy (Beijing) Company Limited [Member] | ||
Schedule of Investments [Line Items] | ||
Place of Incorporation | PRC | [1] |
Ownership/Control interest attributable to the Company | 100% | [1] |
Principal activities | Not applicable | [1] |
Huizhong Lianhe Media Technology Co., Ltd. [Member] | ||
Schedule of Investments [Line Items] | ||
Place of Incorporation | PRC | [1] |
Ownership/Control interest attributable to the Company | 100% | [1] |
Principal activities | Not applicable | [1] |
Beijing Huizhong Bona Media Advertising Co., Ltd. [Member] | ||
Schedule of Investments [Line Items] | ||
Place of Incorporation | PRC | [1] |
Ownership/Control interest attributable to the Company | 100% | [1],[2] |
Principal activities | Not applicable | [1] |
Xingpin Shanghai Advertising Limited [Member] | ||
Schedule of Investments [Line Items] | ||
Place of Incorporation | PRC | [3] |
Ownership/Control interest attributable to the Company | 100% | [2],[3] |
Principal activities | Dormant | [3] |
Chuanghua Shanghai Advertising Limited [Member] | ||
Schedule of Investments [Line Items] | ||
Place of Incorporation | PRC | [3] |
Ownership/Control interest attributable to the Company | 100% | [3] |
Principal activities | Dormant | [3] |
Jiahe Shanghai Advertising Limited [Member] | ||
Schedule of Investments [Line Items] | ||
Place of Incorporation | PRC | [1] |
Ownership/Control interest attributable to the Company | 100% | [1] |
Principal activities | Not applicable | [1] |
[1]The subsidiary/variable interest entity ’s business license has been revoked.[2]Variable interest entity which the Company exerted 100% control through a set of commercial arrangements.[3]The subsidiary/variable interest entity was classified as abnormal operation business. |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Prepaid expenses | $ 4,443 | $ 100,000 |
Rental and other deposits | 15,385 | |
Total | $ 19,828 | $ 100,000 |
EQUIPMENT, NET (Details)
EQUIPMENT, NET (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation | $ (407) | $ (3,229) |
Total | 2,632 | 599 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment, gross | $ 3,039 | $ 3,828 |
EQUIPMENT, NET (Details Narrati
EQUIPMENT, NET (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 389 | $ 456 |
ACCOUNTS PAYABLE, ACCRUED EXP_3
ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER PAYABLES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued staff benefits and related fees | $ 1,943,544 | $ 1,749,401 |
Accrued professional fees | 61,057 | 47,266 |
Accrued interest expenses | 472,773 | 2,370,872 |
Other accrued expenses | 19,316 | 41,461 |
Other payables | 100,491 | 52,650 |
Total | $ 2,597,181 | $ 4,261,650 |
SHORT-TERM LOANS (Details Narra
SHORT-TERM LOANS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jan. 18, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
Short-term loan | $ 2,973,211 | $ 2,973,211 | |
Proceeds from issuance of convertible notes | 645,000 | ||
Interest expense on short term debt | 513,383 | $ 514,036 | |
Convertible Notes [Member] | |||
Debt Instrument [Line Items] | |||
Proceeds from issuance of convertible notes | $ 2,500,000 | ||
Unsecured Debt [Member] | |||
Debt Instrument [Line Items] | |||
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, 2020 USD ($) | |
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) |
Net carrying value of convertible promissory notes, ending balance | |
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, 2021 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | ||
Interest expenses of the notes | $ 6,468 | $ 18,567 |
New 1 Percent Convertible Promissory Notes Due In 2016 [Member] | ||
Short-term Debt [Line Items] | ||
Interest expenses of the notes | 12,329 | |
New 1 Percent Convertible Promissory Notes Due In 2025 [Member] | ||
Short-term Debt [Line Items] | ||
Interest expenses of the notes | $ 6,468 | $ 6,238 |
CONVERTIBLE PROMISSORY NOTES _5
CONVERTIBLE PROMISSORY NOTES AND WARRANTS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||
Jan. 14, 2020 | Jul. 01, 2009 | Apr. 02, 2009 | Apr. 02, 2009 | Apr. 02, 2009 | Oct. 28, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 01, 2012 | Jan. 31, 2008 | Nov. 28, 2007 | Nov. 19, 2007 | |
Debt Instrument [Line Items] | ||||||||||||
Aggregate shares purchase | 11,764,756 | |||||||||||
Aggregate shares purchase price | $ 2,000,000 | |||||||||||
Gain on debt extinguishment | $ 0 | $ 5,299,726 | ||||||||||
Note and Warrant Purchase Agreement [Member] | Secured Debt [Member] | Shanghai Quo Advertising Co. Ltd [Member] | Och-Ziff Capital Management Group [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Aggregate principal amount | $ 50,000,000 | $ 15,000,000 | $ 50,000,000 | |||||||||
Interest rate | 3% | |||||||||||
Note and Warrant Purchase Agreement [Member] | Secured Debt [Member] | Shanghai Quo Advertising Co. Ltd [Member] | Och-Ziff Capital Management Group [Member] | Warrant [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate | 3% | |||||||||||
Number of common shares aquired | 457,143 | |||||||||||
Note and Warrant Purchase Agreement [Member] | Secured Debt [Member] | Shanghai Quo Advertising Co. Ltd [Member] | Och-Ziff Capital Management Group [Member] | Warrant One [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Exercise price (in dollars per shares) | $ 187.5 | $ 187.5 | ||||||||||
Note and Warrant Purchase Agreement [Member] | Secured Debt [Member] | Shanghai Quo Advertising Co. Ltd [Member] | Och-Ziff Capital Management Group [Member] | Warrant Two [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Exercise price (in dollars per shares) | $ 262.5 | $ 262.5 | ||||||||||
Note Exchange and Option Agreement [Member] | Keywin Holdings Limited [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
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] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Number of shares granted | 1,637,522 | 1,637,522 | ||||||||||
Aggregate purchase price | $ 2,000,000 | $ 2,000,000 | ||||||||||
Note Exchange and Option Agreement [Member] | Unsecured Debt [Member] | Shanghai Quo Advertising Co. Ltd [Member] | Och-Ziff Capital Management Group [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Aggregate principal amount | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | |||||||||
Conversion price (in dollars per share) | $ 1.7445 | $ 1.7445 | $ 1.7445 | $ 1.3956 | ||||||||
Note Exchange Agreement [Member] | Unsecured Debt [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Aggregate principal amount | $ 645,000 | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | ||||||||
Interest rate | 1% | 1% | 1% | 1% | ||||||||
Frequency of payment | semi-annually | semi-annually | ||||||||||
Conversion price (in dollars per share) | $ 1 | $ 1.7445 | $ 1.7445 | $ 1.7445 | $ 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, 2014 [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Aggregate principal amount | $ 645,000 | |||||||||||
Interest rate | 1% | |||||||||||
Frequency of payment | semi-annually | |||||||||||
Description of debt default | Note Holders will have the right to redeem the New 1% Convertible Promissory Notes at 110% of the principal amount, plus any accrued and unpaid interest. | |||||||||||
Description of the maturity | extend the maturity date of the 1% Convertible Promissory Notes for a period of two years until April 1, 2016. |
LEASE LIABILITIES (Details)
LEASE LIABILITIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Lease Liabilities | ||
Operating lease cost - straight line | $ 15,385 |
LEASE LIABILITIES (Details 1)
LEASE LIABILITIES (Details 1) | Dec. 31, 2021 USD ($) |
Lease Liabilities | |
2022 | $ 46,154 |
2023 | 30,769 |
2024 | |
2025 | |
Thereafter | |
Total undiscounted cash flows | 76,923 |
Les: imputed interest | (1,402) |
Present value of lease liabilities | $ 75,521 |
LEASE LIABILITIES (Details 2)
LEASE LIABILITIES (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Lease Liabilities | ||
Operating cash outflows from operating lease | $ 15,385 | |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 90,277 |
LEASE LIABILITIES (Details Narr
LEASE LIABILITIES (Details Narrative) | Dec. 31, 2021 |
Lease Liabilities | |
Remaining weighted-average lease term | 1 year 8 months 26 days |
Weighted-average incremental borrowing rate | 2.33% |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
May 03, 2021 | Nov. 30, 2021 | Oct. 28, 2021 | Mar. 31, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||||
Aggregate shares purchase | 11,764,756 | |||||
Aggregate shares purchase price | $ 2,000,000 | |||||
Proceeds from common stock sold | $ 600,000 | |||||
Shares issued for services | 10,000 | |||||
Shares issued for consultant | 10,000 | |||||
Noncash stock based compensation | $ 187,475 | |||||
Subsequent Event [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Shares granted of common stock | 132,172 | |||||
Earnest Leung [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 52,172 | |||||
Wong Wing Kong [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 15,000 | |||||
Shirley Cheng [Member] | Subsequent Event [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 50,000 | |||||
Frederick Wong [Member] | Subsequent Event [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 15,000 | |||||
Common Stock Purchase Agreement [Member] | Investor [Member] | Private Placement [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of common stock sold | 200,000 | |||||
Common Stock Purchase Agreement [Member] | Investor [Member] | Private Placement [Member] | Restricted Stock Units (RSUs) [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of common stock sold | 200,000 | |||||
Stock purchase price | $ 3 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Jul. 01, 2009 | Apr. 02, 2009 | Oct. 28, 2021 | Apr. 30, 2009 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||||||
Prepaid expenses and other current assets | $ 19,828 | $ 100,000 | ||||
General and administrative expenses | 479,018 | 292,490 | ||||
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 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. | |||||
Aggregate shares purchase | 11,764,756 | |||||
Aggregate shares purchase price | $ 2,000,000 | |||||
Dividends | 3,544,430 | |||||
Short-term loans | $ 2,973,211 | $ 2,973,211 | ||||
Interest rate | 1.50% | 1.50% | ||||
Interest expenses | $ 512,101 | $ 512,863 | ||||
Converted amount | 2,500,000 | |||||
Accounts Payable And Accrued Liabilities And Other Payables [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Interest payable | 470,315 | 2,363,485 | ||||
Unsecured Debt [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Short-term loans | 128,205 | |||||
Director [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Service fee | $ 350,000 | |||||
Prepaid expenses and other current assets | 100,000 | |||||
Director [Member] | Unsecured Debt [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Issuance cost | $ 250,000 | |||||
Keywin [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
General and administrative expenses | 100,000 | |||||
Keywin Holdings Limited [Member] | Note Exchange and Option Agreement [Member] | Common Stock Option [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares granted | 1,637,522 | 1,637,522 | ||||
Aggregate purchase price | $ 2,000,000 | $ 2,000,000 | ||||
Shareholder [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Short-term loans | $ 2,845,006 | $ 2,845,006 |
GAIN FROM WRITE-OFF OF LONG-A_2
GAIN FROM WRITE-OFF OF LONG-AGED PAYABLES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Gain From Write-off Of Long-aged Payables | ||
Write off the long-aged payables | $ 708 | $ 394,522 |
NET (LOSS) PROFIT PER COMMON _3
NET (LOSS) PROFIT PER COMMON SHARE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||
Net (loss) profit attributable to NCN common stockholders | $ (1,215,636) | $ 4,869,156 |
Denominator: | ||
Weighted average number of shares outstanding, basic* | 11,023,767 | 8,774,263 |
Options and warrants | ||
Weighted average number of shares outstanding, diluted | 11,023,767 | 8,774,263 |
Net (loss) profit per common share – basic and diluted | $ (0.11) | $ 0.55 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income tax expense | $ (1,215,636) | $ 4,869,156 |
UNITED STATES | ||
Income tax expense | (469,314) | 5,264,518 |
Foreign [Member] | ||
Income tax expense | $ (746,322) | $ (395,362) |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
(Loss) Profit before income taxes | $ (1,215,636) | $ 4,869,156 |
Statutory income tax rate | 21% | 21% |
Income tax credit computed at statutory income rate | $ (255,284) | $ 1,022,523 |
Reconciling items: | ||
Non-deductible expenses | $ 156,211 | $ 82,304 |
Share-based payments | 4,567,000% | |
Tax effect of tax exempt entity | $ 516 | $ 722 |
Valuation allowance on deferred tax assets | 52,886 | (1,105,549) |
Income tax |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
2024 to 2028 | $ 2,332,033 | $ 2,279,147 |
2029 to 2033 | 892,375 | 892,375 |
2034 to 2037 | 217,937 | 217,937 |
Indefinitely | 54,137 | 54,137 |
Effect of net operating loss carried forward | $ 3,496,482 | $ 3,443,596 |
INCOME TAXES (Details 3)
INCOME TAXES (Details 3) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | |||
Deferred tax liabilities | |||
Deferred tax assets: | |||
Effect of net operating loss carried forward | 3,496,482 | 3,443,596 | |
Less: valuation allowance | (3,496,482) | (3,443,596) | $ (4,549,144) |
Net deferred tax assets |
INCOME TAXES (Details 4)
INCOME TAXES (Details 4) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
At the beginning of the year | $ 3,443,596 | $ 4,549,144 |
Current year addition (reduction) | 52,886 | (1,105,548) |
At the end of the year | $ 3,496,482 | $ 3,443,596 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
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, 2021 the Company does not have available tax losses in the Hong Kong and PRC to utilize for future taxable profits. | |
Net operating loss carryforward | $ 16,649,913 | $ 16,398,074 |
Valuation allowance of net operating loss carryforwards | $ 3,496,482 | $ 3,443,596 |
Operating loss carryforwards, expire year | expire on various from 2024 through 2037 | expire on various from 2024 through 2037 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subscription Agreement [Member] - Subsequent Event [Member] | Jan. 18, 2022 USD ($) $ / shares |
Subsequent Event [Line Items] | |
Agreement purchase price | $ 2,500,000 |
Principal amount | $ 2,500,000 |
Shares issued price per share | $ / shares | $ 1.25 |