Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Dec. 30, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
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 Floor | |
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, $0.001 par value | |
Trading Symbol | NWCN | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 20,749,018 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 2,657 | $ 21,677 |
Accounts receivables | 22,966 | |
Prepaid expenses and other current assets, net | 15,385 | 19,828 |
Total Current Assets | 41,008 | 41,505 |
Equipment, Net | 2,770 | 2,631 |
Right-of-use assets | 66,069 | 75,522 |
TOTAL ASSETS | 109,847 | 119,658 |
Current Liabilities | ||
Accounts payable, accrued expenses and other payables | 2,498,835 | 2,597,181 |
Lease liabilities | 55,852 | 44,960 |
Short term loan | 1,137,616 | 2,973,211 |
Total Current Liabilities | 3,692,303 | 5,615,352 |
Non-Current Liabilities | ||
Noncurrent portion of lease liabilities | 2,216 | 30,561 |
1% convertible promissory note due 2025, net | 645,000 | 645,000 |
1% convertible promissory note due 2027, net | 2,154,398 | |
Total Non- Current Liabilities | 2,801,614 | 675,561 |
TOTAL LIABILITIES | 6,493,917 | 6,290,913 |
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 authorize Shares issued and outstanding: 20,749,018 and 20,749,018 as of September 30, 2022 and December 31, 2021, respectively | 20,749 | 20,749 |
Additional paid-in capital | 130,983,370 | 130,559,370 |
Accumulated deficit | (139,092,392) | (138,455,814) |
Accumulated other comprehensive income | 1,704,203 | 1,704,440 |
TOTAL STOCKHOLDERS’ DEFICIT | (6,384,070) | (6,171,255) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 109,847 | $ 119,658 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000,000 | 100,000,000,000 |
Common stock, shares issued | 20,749,018 | 20,749,018 |
Common stock, shares outstanding | 20,749,018 | 20,749,018 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
REVENUES | ||||
Revenue, Net | $ 22,534 | $ 22,534 | ||
COST OF REVENUES | ||||
Cost of revenues | (17,237) | (17,237) | ||
GROSS PROFIT | 5,297 | 5,297 | ||
OPERATING EXPENSES | ||||
General and administrative | (111,755) | (72,702) | (397,146) | (209,859) |
Stock based compensation for services | (24,000) | |||
Total Operating Expenses | (111,755) | (72,702) | (421,146) | (209,859) |
LOSS FROM OPERATIONS | (106,458) | (72,702) | (415,849) | (209,859) |
OTHER INCOME | ||||
Interest income | 2 | |||
Government Grant | 718 | 2,769 | ||
Total Other Income | 718 | 2,771 | ||
INTEREST AND OTHER DEBT-RELATED EXPENSES | ||||
Amortization of convertible promissory note | (17,862) | (54,398) | ||
Interest expense | (53,214) | (129,971) | (169,102) | (389,878) |
Total Interest and Other Debt–Related Expenses | (71,076) | (129,971) | (223,500) | (389,878) |
NET LOSS BEFORE INCOME TAXES | (176,816) | (202,673) | (636,578) | (599,737) |
Income taxes | ||||
NET LOSS | (176,816) | (202,673) | (636,578) | (599,737) |
OTHER COMPREHENSIVE INCOME/(LOSS) | ||||
Foreign currency translation gain/(loss) | (237) | 60 | (237) | 248 |
Total other comprehensive loss | (237) | 60 | (237) | 248 |
COMPREHENSIVE LOSS | $ (177,053) | $ (202,613) | $ (636,815) | $ (599,489) |
NET LOSS PER COMMON SHARE – BASIC AND DILUTED | $ (0.01) | $ (0.02) | $ (0.03) | $ (0.07) |
WEIGHTED AVERAGE SHARES OUTSTANDING – BASIC AND DILUTED | 21,018,190 | 8,774,263 | 21,018,190 | 8,774,263 |
Advertising [Member] | ||||
REVENUES | ||||
Revenue, Net | $ 22,534 | $ 22,534 | ||
COST OF REVENUES | ||||
Cost of revenues | $ (17,237) | $ (17,237) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 8,773 | $ 124,209,441 | $ (133,695,748) | $ 1,704,239 | $ (7,773,295) |
Beginning balance, shares at Dec. 31, 2020 | 8,774,263 | ||||
Translation adjustment | (17) | (17) | |||
Net loss for the period | (195,633) | (195,633) | |||
Ending balance, value at Mar. 31, 2021 | $ 8,773 | 124,209,441 | (133,891,381) | 1,704,222 | (7,968,945) |
Ending balance, shares at Mar. 31, 2021 | 8,774,263 | ||||
Translation adjustment | 205 | 205 | |||
Net loss for the period | (201,431) | (201,431) | |||
Ending balance, value at Jun. 30, 2021 | $ 8,773 | 124,209,441 | (134,092,812) | 1,704,427 | (8,170,171) |
Ending balance, shares at Jun. 30, 2021 | 8,774,263 | ||||
Translation adjustment | 60 | 60 | |||
Net loss for the period | (202,673) | (202,673) | |||
Ending balance, value at Sep. 30, 2021 | $ 8,773 | 124,209,441 | (134,295,485) | 1,704,487 | (8,372,784) |
Ending balance, shares at Sep. 30, 2021 | 8,774,263 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 20,749 | 130,559,370 | (138,455,814) | 1,704,440 | (6,171,255) |
Beginning balance, shares at Dec. 31, 2021 | 20,749,018 | ||||
Stock-based compensation for stock granted to directors for services | 24,000 | 24,000 | |||
Beneficial conversion feature associated with convertible notes | 400,000 | 400,000 | |||
Translation adjustment | |||||
Net loss for the period | (272,841) | (272,841) | |||
Ending balance, value at Mar. 31, 2022 | $ 20,749 | 130,983,370 | (138,728,655) | 1,704,440 | (6,020,096) |
Ending balance, shares at Mar. 31, 2022 | 20,749,018 | ||||
Translation adjustment | |||||
Net loss for the period | (186,921) | (186,921) | |||
Ending balance, value at Jun. 30, 2022 | $ 20,749 | 130,983,370 | (138,915,576) | 1,704,440 | (6,207,017) |
Ending balance, shares at Jun. 30, 2022 | 20,749,018 | ||||
Translation adjustment | (237) | (237) | |||
Net loss for the period | (176,816) | (176,816) | |||
Ending balance, value at Sep. 30, 2022 | $ 20,749 | $ 130,983,370 | $ (139,092,392) | $ 1,704,203 | $ (6,384,070) |
Ending balance, shares at Sep. 30, 2022 | 20,749,018 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (636,578) | $ (599,737) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 10,392 | 154 |
Amortization of convertible notes discount | 54,398 | |
Stock issued for services | 24,000 | |
Changes in operating assets and liabilities: | ||
Accounts receivables | (22,966) | |
Prepaid expenses and other current assets | 4,443 | |
Operating lease liabilities | (17,453) | |
Accounts payable, accrued expenses and other payables | 396,654 | 279,248 |
Net cash used in operating activities | (187,110) | (320,335) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of equipment | (1,078) | |
Net cash used in investing activities | (1,078) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from private placement | 320,513 | |
Proceeds from short-term loan | 169,405 | |
Net cash provided by financing activities | 169,405 | 320,513 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | (237) | 248 |
NET (DECREASE) INCREASE IN CASH | (19,020) | 426 |
CASH, BEGINNING OF PERIOD | 21,677 | 5,967 |
CASH, END OF PERIOD | 2,657 | 6,393 |
Cash paid during the period for: | ||
Income taxes | ||
Interest paid | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES: | ||
Settlement of short term loan by conversion to convertible note | 2,005,000 | |
Settlement of short term loan interest payable by conversion to convertible note | $ 495,000 |
ORGANIZATION AND PRINCIPAL ACTI
ORGANIZATION AND PRINCIPAL ACTIVITIES | 9 Months Ended |
Sep. 30, 2022 | |
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, the Company has been principally engaged in the provision of out-of-home advertising in China through the operation of a network of roadside 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 September 30, 2022, 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 and 2022 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 Our Business in Ningbo The Company explored new media project in Ningbo, China and decided to restart its business and expects that will improve the Company’s future financial performance. In April 2022, the Company has established a newly subsidiary, NCN (Ningbo) Culture Media Co., Ltd (“NCN Ningbo”), a wholly foreign-owned enterprise in Ningbo, China. The Company owns 100% of the established subsidiary company, NCN Ningbo. In August 2022, NCN Ningbo started its operation and acquired rights to operate advertising panels in Ningbo, China and sell advertising airtime to our customers directly. 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. 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 experienced recurring net losses $ 176,816 202,673 636,578 599,737 6,384,070 6,171,255 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 | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (A) Basis of Presentation and Preparation The accompanying unaudited consolidated financial statements of Network CN Inc., its subsidiaries and variable interest entities (collectively “NCN” or the “Company” “we”, “our” or “us”) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of our financial position and results of operations. The unaudited consolidated financial statements for the three months and nine months ended September 30, 2022 and 2021 were not audited. It is management’s opinion, however, that all material adjustments (consisting of normal recurring adjustments or a description of the nature and amount of any adjustments other than normal recurring adjustments) have been made which are necessary for a fair presentation of financial statements. The results for the interim period are not necessarily indicative of the results to be expected for the full fiscal year. The year-end consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. The accompanying unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, previously filed with the Securities and Exchange Commission on December 23, 2022. The disclosures made in the unaudited interim consolidated financial statements generally do not repeat those in the annual statements. (B) Principles of Consolidation The unaudited consolidated financial statements include the financial statements of Network CN Inc., its subsidiaries and its variable interest entities for which it is the primary beneficiary. A variable interest entity is an entity in which the Company, through contractual arrangements, bears the risks and enjoys the rewards normally associated with ownership of the entity. Upon making this determination, the Company is deemed to be the primary beneficiary of the entity, which is then required to be consolidated for financial reporting purposes. All significant intercompany transactions and balances have been eliminated upon consolidation. (C) Use of Estimates In preparing unaudited consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. Differences from those estimates are reported in the period they become known and are disclosed to the extent they are material to the unaudited consolidated financial statements taken as a whole. (D) Convertible Promissory Notes New 1% Convertible Promissory Notes, due in 2025 On January 14, 2020, the Company issued 1% unsecured senior convertible promissory notes to an individual with the principal amount of $ 645,000 1 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. New 1% Convertible Promissory Notes, due in 2027 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 The Company evaluates the conversion feature to determine whether it was beneficial as described in ASC 470-20. The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible notes payable and may not be settled in cash upon conversion, is treated as a discount to the convertible notes payable. This discount is amortized over the period from the date of issuance to the date the notes is due using the effective interest method. If the notes payable are retired prior to the end of their contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the shares of common stock at the commitment date to be received upon conversion. (E) 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. (F) 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 | 9 Months Ended |
Sep. 30, 2022 | |
Schedule of Investments [Abstract] | |
SUBSIDIARIES AND VARIABLE INTEREST ENTITIES | NOTE 3. SUBSIDIARIES AND VARIABLE INTEREST ENTITIES Details of the Company’s principal subsidiaries and variable interest entities as of September 30, 2022 was 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 Investment holding Crown Winner International Limited Hong Kong 100 Investment holding NCN Group (Global) Limited Hong Kong 100 Investment holding ChenXing (Beijing) Advertising Co., Ltd PRC 100 Investment holding Ruibo (Shenzhen) Advertising Co., Ltd PRC 100 Investment holding NCN (Ningbo) Culture Media Co., Ltd PRC 100 Provision of advertising services NCN (Nanjing) Culture Co., Ltd PRC 100 Provision of advertising services NCN (Beijing) Advertising Co., Ltd. PRC 100 Provision of advertising services NCN Huamin Management Consultancy PRC 100 Dormant Huizhong Lianhe Media Technology Co., Ltd. (2) PRC 100 Dormant Beijing Huizhong Bona Media Advertising Co., Ltd.(2) PRC 100 Dormant Xingpin Shanghai Advertising Limited (3) PRC 100 Dormant Chuanghua Shanghai Advertising Limited (3) PRC 100 Dormant Jiahe Shanghai Advertising Limited (2) PRC 100 Dormant 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. |
ACCOUNTS RECEIVABLE, NET
ACCOUNTS RECEIVABLE, NET | 9 Months Ended |
Sep. 30, 2022 | |
Accounts Receivable Net | |
ACCOUNTS RECEIVABLE, NET | NOTE 4. ACCOUNTS RECEIVABLE, NET Accounts receivables, net as of September 30, 2022 and December 31, 2021 were as follows: Accounts receivables, net As of As of Accounts receivable $ 22,966 $ - Less: allowance for doubtful debts - - Total $ 22,966 $ - The Company recorded no |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET | 9 Months Ended |
Sep. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET | NOTE 5. PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET Prepaid expenses and other current assets, net as of September 30, 2022 and December 31, 2021 were as follows: Schedule of prepaid expenses and other current assets As of As of Prepaid expenses $ 15,385 $ 19,828 Less: allowance for doubtful debts - - Total $ 15,385 $ 19,828 The Company recorded no allowance for doubtful debts for prepaid expenses and other current assets as of September 30, 2022 and December 31, 2021. |
ACCOUNTS PAYABLE, ACCRUED EXPEN
ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER PAYABLES | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, 2022 and December 31, 2021 were as follows: Schedule of accounts payable, accrued expenses and other payables As of As of Accounts payable $ 25,454 $ - Accrued staff benefit and related fees 2,081,696 1,943,544 Accrued professional fees 78,442 61,057 Accrued interest expenses 159,451 485,479 Other accrued expenses 53,301 6,610 Other payables 100,491 100,491 Total $ 2,498,835 $ 2,597,181 |
SHORT-TERM LOANS
SHORT-TERM LOANS | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
SHORT-TERM LOANS | NOTE 7. SHORT-TERM LOANS As of September 30, 2022 and December 31, 2021, the Company recorded an aggregated amount of $ 1,137,616 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 were $ 45,287 146,812 128,345 385,036 |
CONVERTIBLE PROMISSORY NOTES AN
CONVERTIBLE PROMISSORY NOTES AND WARRANTS | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE PROMISSORY NOTES AND WARRANTS | NOTE 8. CONVERTIBLE PROMISSORY NOTES AND WARRANTS 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 Issuance of New 1% Convertible Promissory Notes, due 2027 in 2022 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 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 $ 645,000 $ - $ 645,000 Proceeds of new 1% convertible promissory note - 2,500,000 2,500,000 Less: Allocated intrinsic value of beneficial conversion - (400,000 ) (400,000 ) Add: Accumulated amortization of debt discount - 54,398 54,398 Net carrying value of convertible promissory notes as of $ 645,000 $ 2,154,398 $ 2,799,398 Note: (a) At the time of issuance, the Company evaluated the intrinsic value of the beneficial conversion feature (“BCF”) associated with the conversion feature of the convertible promissory note. The BCF was recorded into additional paid-in capital. Additionally, the convertible promissory note was considered to have an embedded BCF because the effective conversion price was less than the fair value of the Company’s common stock on notes issuance date. The value of the BCF was recorded as a discount on the convertible promissory note. Hence, in connection with the issuance of the convertible promissory note, the Company recorded a total debt discount of $400,000 that will be amortized over the term of the Note using effective interest rate method. Amortization of debt discount The following table details the amortization of debt discount: Schedule of amortization of debt discount For the Three Months Ended For the Nine Months Ended September 30, September 30, September 30, September 30, New 1% convertible promissory $ - $ - $ - $ - New 1% convertible promissory 17,862 - 54,398 - Total $ 17,862 $ - $ 54,398 $ - Interest Expense The following table details the interest expenses: Schedule of interest expenses For the Three Months Ended For the Nine Months Ended September 30, September 30, September 30, September 30, New 1% convertible promissory notes, due in 2025 $ 1,626 $ 1,608 $ 4,824 $ 4,860 New 1% convertible promissory notes, due in 2027 6,301 - 17,466 - Total $ 7,927 $ 1,608 $ 22,290 $ 4,860 |
LEASE LIABILITIES
LEASE LIABILITIES | 9 Months Ended |
Sep. 30, 2022 | |
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. In August 2022, the Company entered into rights agreement to acquire rights to operate the advertising panels. The operating lease expense as of September 30, 2022 and December 31, 2021 were as follows: Schedule of operating lease expense As of September 30, 2022 As of December 31, 2021 Operating lease cost – straight line $ 45,009 $ 15,385 As of September 30, 2022, future minimum commitments under the Company’s non-cancellable operating lease, in accordance with ASC 842, are as follows: Schedule of future minimum operating lease payments Fiscal years ending September 30, Operating leases 2022 $ 11,538 2023 45,224 2024 2,305 2025 - Thereafter - Total undiscounted cash flows 59,067 Less: imputed interest (999 ) Present value of lease liabilities $ 58,068 As of September 30, 2022 and December 31, 2021, the remaining weighted-average lease term was 1.16 1.74 2.33 Supplementary cash flow information related to lease where the Company was the lessee for the nine months September 30, 2022 and 2021 was as follows: Schedule of supplementary cash flow information For the Nine Months Ended September 30, 2022 September 30, 2021 Operating cash outflows from operating lease $ (17,453 ) $ - |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, 2022 and December 31, 2021, the Company’s management is of the opinion that there are no commitments and contingencies to account for. |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 11. STOCKHOLDERS’ DEFICIT Stock, Options and Warrants Issued for Services On December 30, 2021, the Board of Director granted an aggregate of 132,172 52,172 15,000 50,000 15,000 24,000 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 | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 12. RELATED PARTY TRANSACTIONS Except as set forth below, during the three months and nine months ended September 30, 2022 and 2021, 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. As of September 30, 2022 and December 2021, the Company recorded an aggregated amount of $ 1,009,411 2,845,005 1.5 121,073 470,315 44,967 128,025 145,852 384,076 2,500,000 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 11,764,756 2,000,000 |
NET LOSS PER COMMON SHARE
NET LOSS PER COMMON SHARE | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
NET LOSS PER COMMON SHARE | NOTE 13. NET LOSS PER COMMON SHARE Net loss per common share information for the three and six months ended September 30, 2022 and 2021 was as follows: Schedule of net (loss) profit per common share For the Three Months Ended For the Nine Months Ended September 30, September 30, September 30, September 30, Numerator: Net loss attributable to NCN $ (176,816 ) $ (202,673 ) $ (636,578 ) $ (599,737 ) Denominator: Weighted average number of 21,018,190 8,774,263 21,018,190 8,774,263 Effect of dilutive securities - - - - Options and warrants - - - - Weighted average number of 21,018,190 8,774,263 21,018,190 8,774,263 Net loss per common share – $ (0.01 ) $ (0.02 ) $ (0.03 ) $ (0.07 ) The diluted net loss per common share is the same as the basic net loss per common share for the three and nine months ended September 30, 2022 and 2021 as all potential common shares including stock options and warrants are anti-dilutive and are therefore excluded from the computation of diluted net loss per common share. There were no securities that could potentially dilute basic net loss per common share in the future that were not included in the computation of diluted net loss per common share because of anti-dilutive effect for the three and nine months ended September 30, 2022 and 2021. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 14. INCOME TAXES Income is subject to taxation in various countries in which the Company and its subsidiaries operate or are incorporated. The loss before income taxes by geographical locations for the three and nine months ended September 30, 2022 and 2021 were summarized as follows: Schedule of (income) loss before income taxes by geographical locations For the Three Months Ended For the Nine Months Ended September 30, September 30, September 30, September 30, United States $ (60,258 ) $ (30,058 ) $ (219,082 ) $ (78,894 ) Foreign (116,558 ) (172,615 ) (417,496 ) (520,753 ) $ (176,816 ) $ (202,673 ) $ (636,578 ) $ (599,737 ) 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 September 30, 2022, 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 September 30, 2022, the Company had an unused net operating loss carryforward of approximately $ 16,447,000 3,537,450 expire on various from 2024 through 2037 Schedule of operating loss carryforward 2024 to 2028 $ 2,279,147 2029 to 2033 892,375 2034 to 2037 217,937 Indefinitely 147,990 Effect of net operating loss carried forward $ 3,537,450 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 September 30, 2022 and December 31, 2021 are as follows: Schedule of deferred tax liabilities and deferred tax assets As of September 30, 2022 As of December 31, 2021 Deferred tax liabilities $ - $ - Deferred tax assets: Effect of net operating loss carried forward 3,537,450 3,496,482 Less: valuation allowance (3,537,450 ) (3,496,482 ) Net deferred tax assets $ - $ - Movement of valuation allowance: Schedule of movement of valuation allowance As of September 30, 2022 As of December 31, 2021 At the beginning of the period/year $ 3,496,482 $ 3,443,596 Additions/(Deductions) 40,967 52,886 At the end of the period/year $ 3,537,450 $ 3,496,482 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Preparation | (A) Basis of Presentation and Preparation The accompanying unaudited consolidated financial statements of Network CN Inc., its subsidiaries and variable interest entities (collectively “NCN” or the “Company” “we”, “our” or “us”) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of our financial position and results of operations. The unaudited consolidated financial statements for the three months and nine months ended September 30, 2022 and 2021 were not audited. It is management’s opinion, however, that all material adjustments (consisting of normal recurring adjustments or a description of the nature and amount of any adjustments other than normal recurring adjustments) have been made which are necessary for a fair presentation of financial statements. The results for the interim period are not necessarily indicative of the results to be expected for the full fiscal year. The year-end consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. The accompanying unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, previously filed with the Securities and Exchange Commission on December 23, 2022. The disclosures made in the unaudited interim consolidated financial statements generally do not repeat those in the annual statements. |
Principles of Consolidation | (B) Principles of Consolidation The unaudited consolidated financial statements include the financial statements of Network CN Inc., its subsidiaries and its variable interest entities for which it is the primary beneficiary. A variable interest entity is an entity in which the Company, through contractual arrangements, bears the risks and enjoys the rewards normally associated with ownership of the entity. Upon making this determination, the Company is deemed to be the primary beneficiary of the entity, which is then required to be consolidated for financial reporting purposes. All significant intercompany transactions and balances have been eliminated upon consolidation. |
Use of Estimates | (C) Use of Estimates In preparing unaudited consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. Differences from those estimates are reported in the period they become known and are disclosed to the extent they are material to the unaudited consolidated financial statements taken as a whole. |
Convertible Promissory Notes | (D) Convertible Promissory Notes New 1% Convertible Promissory Notes, due in 2025 On January 14, 2020, the Company issued 1% unsecured senior convertible promissory notes to an individual with the principal amount of $ 645,000 1 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. New 1% Convertible Promissory Notes, due in 2027 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 The Company evaluates the conversion feature to determine whether it was beneficial as described in ASC 470-20. The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible notes payable and may not be settled in cash upon conversion, is treated as a discount to the convertible notes payable. This discount is amortized over the period from the date of issuance to the date the notes is due using the effective interest method. If the notes payable are retired prior to the end of their contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the shares of common stock at the commitment date to be received upon conversion. |
Revenue Recognition | (E) 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. |
Recent Accounting Pronouncements | (F) 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 INT_2
SUBSIDIARIES AND VARIABLE INTEREST ENTITIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 Investment holding Crown Winner International Limited Hong Kong 100 Investment holding NCN Group (Global) Limited Hong Kong 100 Investment holding ChenXing (Beijing) Advertising Co., Ltd PRC 100 Investment holding Ruibo (Shenzhen) Advertising Co., Ltd PRC 100 Investment holding NCN (Ningbo) Culture Media Co., Ltd PRC 100 Provision of advertising services NCN (Nanjing) Culture Co., Ltd PRC 100 Provision of advertising services NCN (Beijing) Advertising Co., Ltd. PRC 100 Provision of advertising services NCN Huamin Management Consultancy PRC 100 Dormant Huizhong Lianhe Media Technology Co., Ltd. (2) PRC 100 Dormant Beijing Huizhong Bona Media Advertising Co., Ltd.(2) PRC 100 Dormant Xingpin Shanghai Advertising Limited (3) PRC 100 Dormant Chuanghua Shanghai Advertising Limited (3) PRC 100 Dormant Jiahe Shanghai Advertising Limited (2) PRC 100 Dormant |
ACCOUNTS RECEIVABLE, NET (Table
ACCOUNTS RECEIVABLE, NET (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounts Receivable Net | |
Accounts receivables, net | Accounts receivables, net As of As of Accounts receivable $ 22,966 $ - Less: allowance for doubtful debts - - Total $ 22,966 $ - |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of prepaid expenses and other current assets | Schedule of prepaid expenses and other current assets As of As of Prepaid expenses $ 15,385 $ 19,828 Less: allowance for doubtful debts - - Total $ 15,385 $ 19,828 |
ACCOUNTS PAYABLE, ACCRUED EXP_2
ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER PAYABLES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable, accrued expenses and other payables | Schedule of accounts payable, accrued expenses and other payables As of As of Accounts payable $ 25,454 $ - Accrued staff benefit and related fees 2,081,696 1,943,544 Accrued professional fees 78,442 61,057 Accrued interest expenses 159,451 485,479 Other accrued expenses 53,301 6,610 Other payables 100,491 100,491 Total $ 2,498,835 $ 2,597,181 |
CONVERTIBLE PROMISSORY NOTES _2
CONVERTIBLE PROMISSORY NOTES AND WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 $ 645,000 $ - $ 645,000 Proceeds of new 1% convertible promissory note - 2,500,000 2,500,000 Less: Allocated intrinsic value of beneficial conversion - (400,000 ) (400,000 ) Add: Accumulated amortization of debt discount - 54,398 54,398 Net carrying value of convertible promissory notes as of $ 645,000 $ 2,154,398 $ 2,799,398 Note: (a) At the time of issuance, the Company evaluated the intrinsic value of the beneficial conversion feature (“BCF”) associated with the conversion feature of the convertible promissory note. The BCF was recorded into additional paid-in capital. Additionally, the convertible promissory note was considered to have an embedded BCF because the effective conversion price was less than the fair value of the Company’s common stock on notes issuance date. The value of the BCF was recorded as a discount on the convertible promissory note. Hence, in connection with the issuance of the convertible promissory note, the Company recorded a total debt discount of $400,000 that will be amortized over the term of the Note using effective interest rate method. |
Schedule of amortization of debt discount | Schedule of amortization of debt discount For the Three Months Ended For the Nine Months Ended September 30, September 30, September 30, September 30, New 1% convertible promissory $ - $ - $ - $ - New 1% convertible promissory 17,862 - 54,398 - Total $ 17,862 $ - $ 54,398 $ - |
Schedule of interest expenses | Schedule of interest expenses For the Three Months Ended For the Nine Months Ended September 30, September 30, September 30, September 30, New 1% convertible promissory notes, due in 2025 $ 1,626 $ 1,608 $ 4,824 $ 4,860 New 1% convertible promissory notes, due in 2027 6,301 - 17,466 - Total $ 7,927 $ 1,608 $ 22,290 $ 4,860 |
LEASE LIABILITIES (Tables)
LEASE LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Lease Liabilities | |
Schedule of operating lease expense | Schedule of operating lease expense As of September 30, 2022 As of December 31, 2021 Operating lease cost – straight line $ 45,009 $ 15,385 |
Schedule of future minimum operating lease payments | Schedule of future minimum operating lease payments Fiscal years ending September 30, Operating leases 2022 $ 11,538 2023 45,224 2024 2,305 2025 - Thereafter - Total undiscounted cash flows 59,067 Less: imputed interest (999 ) Present value of lease liabilities $ 58,068 |
Schedule of supplementary cash flow information | Schedule of supplementary cash flow information For the Nine Months Ended September 30, 2022 September 30, 2021 Operating cash outflows from operating lease $ (17,453 ) $ - |
NET LOSS PER COMMON SHARE (Tabl
NET LOSS PER COMMON SHARE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of net (loss) profit per common share | Schedule of net (loss) profit per common share For the Three Months Ended For the Nine Months Ended September 30, September 30, September 30, September 30, Numerator: Net loss attributable to NCN $ (176,816 ) $ (202,673 ) $ (636,578 ) $ (599,737 ) Denominator: Weighted average number of 21,018,190 8,774,263 21,018,190 8,774,263 Effect of dilutive securities - - - - Options and warrants - - - - Weighted average number of 21,018,190 8,774,263 21,018,190 8,774,263 Net loss per common share – $ (0.01 ) $ (0.02 ) $ (0.03 ) $ (0.07 ) |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of (income) loss before income taxes by geographical locations | Schedule of (income) loss before income taxes by geographical locations For the Three Months Ended For the Nine Months Ended September 30, September 30, September 30, September 30, United States $ (60,258 ) $ (30,058 ) $ (219,082 ) $ (78,894 ) Foreign (116,558 ) (172,615 ) (417,496 ) (520,753 ) $ (176,816 ) $ (202,673 ) $ (636,578 ) $ (599,737 ) |
Schedule of operating loss carryforward | Schedule of operating loss carryforward 2024 to 2028 $ 2,279,147 2029 to 2033 892,375 2034 to 2037 217,937 Indefinitely 147,990 Effect of net operating loss carried forward $ 3,537,450 |
Schedule of deferred tax liabilities and deferred tax assets | Schedule of deferred tax liabilities and deferred tax assets As of September 30, 2022 As of December 31, 2021 Deferred tax liabilities $ - $ - Deferred tax assets: Effect of net operating loss carried forward 3,537,450 3,496,482 Less: valuation allowance (3,537,450 ) (3,496,482 ) Net deferred tax assets $ - $ - |
Schedule of movement of valuation allowance | Schedule of movement of valuation allowance As of September 30, 2022 As of December 31, 2021 At the beginning of the period/year $ 3,496,482 $ 3,443,596 Additions/(Deductions) 40,967 52,886 At the end of the period/year $ 3,537,450 $ 3,496,482 |
ORGANIZATION AND PRINCIPAL AC_2
ORGANIZATION AND PRINCIPAL ACTIVITIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||||
May 03, 2021 | Jul. 23, 2020 | Oct. 28, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Jan. 18, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Apr. 28, 2020 | Jan. 14, 2020 | |
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 | 100,000,000,000 | 26,666,667 | ||||||||||||
Net loss | $ 176,816 | $ 202,673 | $ 636,578 | $ 599,737 | ||||||||||||
Stockholders' deficits | $ 6,384,070 | $ 8,372,784 | $ 6,384,070 | $ 8,372,784 | $ 6,207,017 | $ 6,020,096 | $ 6,171,255 | $ 8,170,171 | $ 7,968,945 | $ 7,773,295 | ||||||
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] | ||||||||||||||||
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 | 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_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Jan. 14, 2020 | Jan. 18, 2022 |
Note Exchange Agreement [Member] | Unsecured Debt [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Aggregate principal amount | $ 645,000 | |
Interest rate | 1% | |
Frequency of payment | semi-annually | |
Maturity date | Jan. 13, 2025 | |
Conversion price (in dollars per share) | $ 1 | |
Subscription Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Aggregate principal amount | $ 2,500,000 | |
Agreement purchase price | $ 2,500,000 | |
Shares issued price per share | $ 1.25 |
SUBSIDIARIES AND VARIABLE INT_3
SUBSIDIARIES AND VARIABLE INTEREST ENTITIES (Details) | 9 Months Ended | |
Sep. 30, 2022 | ||
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 | Investment holding | |
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 | |
N C N Group Global Limited [Member] | ||
Schedule of Investments [Line Items] | ||
Place of Incorporation | Hong Kong | |
Ownership/Control interest attributable to the Company | 100% | |
Principal activities | Investment holding | |
Chen Xing Beijing Advertising Co Ltd [Member] | ||
Schedule of Investments [Line Items] | ||
Place of Incorporation | PRC | |
Ownership/Control interest attributable to the Company | 100% | |
Principal activities | Investment holding | |
Ruibo Shenzhen Advertising Co Ltd [Member] | ||
Schedule of Investments [Line Items] | ||
Place of Incorporation | PRC | |
Ownership/Control interest attributable to the Company | 100% | |
Principal activities | Investment holding | |
N C N Ningbo Culture Media Co Ltd [Member] | ||
Schedule of Investments [Line Items] | ||
Place of Incorporation | PRC | |
Ownership/Control interest attributable to the Company | 100% | |
Principal activities | Provision of advertising services | |
N C N Nanjing Culture Co Ltd [Member] | ||
Schedule of Investments [Line Items] | ||
Place of Incorporation | PRC | |
Ownership/Control interest attributable to the Company | 100% | |
Principal activities | Provision of advertising services | |
N C N Beijing Advertising Co Ltd. [Member] | ||
Schedule of Investments [Line Items] | ||
Place of Incorporation | PRC | |
Ownership/Control interest attributable to the Company | 100% | |
Principal activities | Provision of advertising services | |
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 | Dormant | [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 | Dormant | [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 | Dormant | [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 | Dormant | [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. |
ACCOUNTS RECEIVABLE, NET (Detai
ACCOUNTS RECEIVABLE, NET (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Accounts Receivable Net | ||
Accounts receivable | $ 22,966 | |
Less: allowance for doubtful debts | 0 | 0 |
Total | $ 22,966 |
ACCOUNTS RECEIVABLE, NET (Det_2
ACCOUNTS RECEIVABLE, NET (Details Narrative) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Accounts Receivable Net | ||
Allowance for doubtful debts | $ 0 | $ 0 |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 15,385 | $ 19,828 |
Less: allowance for doubtful debts | ||
Total | $ 15,385 | $ 19,828 |
ACCOUNTS PAYABLE, ACCRUED EXP_3
ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER PAYABLES (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 25,454 | |
Accrued staff benefit and related fees | 2,081,696 | 1,943,544 |
Accrued professional fees | 78,442 | 61,057 |
Accrued interest expenses | 159,451 | 485,479 |
Other accrued expenses | 53,301 | 6,610 |
Other payables | 100,491 | 100,491 |
Total | $ 2,498,835 | $ 2,597,181 |
SHORT-TERM LOANS (Details Narra
SHORT-TERM LOANS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jan. 18, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||||
Short-term loan | $ 1,137,616 | $ 1,137,616 | $ 2,973,211 | |||
Interest expense on short term debt | 45,287 | $ 128,345 | 146,812 | $ 385,036 | ||
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 | $ 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) | 9 Months Ended | |
Sep. 30, 2022 USD ($) | ||
Short-Term Debt [Line Items] | ||
Net carrying value of convertible promissory notes, beginning balance | $ 645,000 | |
Proceeds of new 1% convertible promissory notes | 2,500,000 | |
Allocated intrinsic value of beneficial conversion feature | (400,000) | [1] |
Add: Accumulated amortization of debt discount | 54,398 | |
Net carrying value of convertible promissory notes, ending balance | 2,799,398 | |
New 1 Percent Convertible Promissory Notes Due In 2025 [Member] | ||
Short-Term Debt [Line Items] | ||
Net carrying value of convertible promissory notes, beginning balance | 645,000 | |
Proceeds of new 1% convertible promissory notes | ||
Allocated intrinsic value of beneficial conversion feature | [1] | |
Add: Accumulated amortization of debt discount | ||
Net carrying value of convertible promissory notes, ending balance | 645,000 | |
New 1 Percent Convertible Promissory Notes Due In 2027 [Member] | ||
Short-Term Debt [Line Items] | ||
Net carrying value of convertible promissory notes, beginning balance | ||
Proceeds of new 1% convertible promissory notes | 2,500,000 | |
Allocated intrinsic value of beneficial conversion feature | (400,000) | [1] |
Add: Accumulated amortization of debt discount | 54,398 | |
Net carrying value of convertible promissory notes, ending balance | $ 2,154,398 | |
[1]At the time of issuance, the Company evaluated the intrinsic value of the beneficial conversion feature (“BCF”) associated with the conversion feature of the convertible promissory note. The BCF was recorded into additional paid-in capital. Additionally, the convertible promissory note was considered to have an embedded BCF because the effective conversion price was less than the fair value of the Company’s common stock on notes issuance date. The value of the BCF was recorded as a discount on the convertible promissory note. Hence, in connection with the issuance of the convertible promissory note, the Company recorded a total debt discount of $400,000 that will be amortized over the term of the Note using effective interest rate method. |
CONVERTIBLE PROMISSORY NOTES _4
CONVERTIBLE PROMISSORY NOTES AND WARRANTS (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Short-Term Debt [Line Items] | ||||
Amortization of debt discount | $ 17,862 | $ 54,398 | ||
New 1 Percent Convertible Promissory Notes Due In 2025 [Member] | ||||
Short-Term Debt [Line Items] | ||||
Amortization of debt discount | ||||
New 1 Percent Convertible Promissory Notes Due In 2027 [Member] | ||||
Short-Term Debt [Line Items] | ||||
Amortization of debt discount | $ 17,862 | $ 54,398 |
CONVERTIBLE PROMISSORY NOTES _5
CONVERTIBLE PROMISSORY NOTES AND WARRANTS (Details 2) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Short-Term Debt [Line Items] | ||||
Interest expenses of the notes | $ 7,927 | $ 1,608 | $ 22,290 | $ 4,860 |
New 1 Percent Convertible Promissory Notes Due In 2025 [Member] | ||||
Short-Term Debt [Line Items] | ||||
Interest expenses of the notes | 1,626 | 1,608 | 4,824 | 4,860 |
New 1 Percent Convertible Promissory Notes Due In 2027 [Member] | ||||
Short-Term Debt [Line Items] | ||||
Interest expenses of the notes | $ 6,301 | $ 17,466 |
CONVERTIBLE PROMISSORY NOTES _6
CONVERTIBLE PROMISSORY NOTES AND WARRANTS (Details Narrative) - USD ($) | Jan. 18, 2022 | Jan. 14, 2020 |
Note Exchange Agreement [Member] | Unsecured Debt [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 1% | |
Aggregate principal amount | $ 645,000 | |
Conversion price (in dollars per share) | $ 1 | |
Note Exchange Agreement [Member] | 1% Convertible Promissory Notes Due on April 1, 2014 [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 1% | |
Aggregate principal amount | $ 645,000 | |
Subscription Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Aggregate principal amount | $ 2,500,000 | |
Agreement purchase price | $ 2,500,000 | |
Shares issued price per share | $ 1.25 |
LEASE LIABILITIES (Details)
LEASE LIABILITIES (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Lease Liabilities | ||
Operating lease cost - straight line | $ 45,009 | $ 15,385 |
LEASE LIABILITIES (Details 1)
LEASE LIABILITIES (Details 1) | Sep. 30, 2022 USD ($) |
Lease Liabilities | |
2022 | $ 11,538 |
2023 | 45,224 |
2024 | 2,305 |
2025 | |
Thereafter | |
Total undiscounted cash flows | 59,067 |
Less: imputed interest | (999) |
Present value of lease liabilities | $ 58,068 |
LEASE LIABILITIES (Details 2)
LEASE LIABILITIES (Details 2) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Lease Liabilities | ||
Operating cash outflows from operating lease | $ (17,453) |
LEASE LIABILITIES (Details Narr
LEASE LIABILITIES (Details Narrative) | Sep. 30, 2022 | Dec. 31, 2021 |
Lease Liabilities | ||
Remaining weighted-average lease term | 1 year 1 month 28 days | 1 year 8 months 26 days |
Weighted-average incremental borrowing rate | 2.33% |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 30, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Shares granted of common stock | 132,172 | |||
Noncash stock based compensation | $ 24,000 | |||
Earnest Leung [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Number of shares vested | 52,172 | |||
Wong Wing Kong [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Number of shares vested | 15,000 | |||
Shirley Cheng [Member] | Subsequent Event [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Number of shares vested | 50,000 | |||
Frederick Wong [Member] | Subsequent Event [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Number of shares vested | 15,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Jul. 01, 2009 | Oct. 28, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||||||
Short-term loans | $ 1,137,616 | $ 1,137,616 | $ 2,973,211 | ||||
Interest rate | 1.50% | 1.50% | |||||
Interest expenses | $ 44,967 | $ 128,025 | $ 145,852 | $ 384,076 | |||
Converted amount | 2,500,000 | ||||||
Description of exercise period under agreement | 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 | ||||||
Accounts Payable And Accrued Liabilities And Other Payables [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Interest payable | 121,073 | 121,073 | 470,315 | ||||
Shareholder [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Short-term loans | $ 1,009,411 | $ 1,009,411 | $ 2,845,005 | ||||
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 | ||||||
Aggregate purchase price | $ 2,000,000 |
NET LOSS PER COMMON SHARE (Deta
NET LOSS PER COMMON SHARE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||
Net loss attributable to NCN common stockholders | $ (176,816) | $ (202,673) | $ (636,578) | $ (599,737) |
Denominator: | ||||
Weighted average number of shares outstanding, basic | 21,018,190 | 8,774,263 | 21,018,190 | 8,774,263 |
Effect of dilutive securities | ||||
Options and warrants | ||||
Weighted average number of shares outstanding, diluted | 21,018,190 | 8,774,263 | 21,018,190 | 8,774,263 |
Net loss per common share – basic and diluted | $ (0.01) | $ (0.02) | $ (0.03) | $ (0.07) |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income tax expense | $ (176,816) | $ (202,673) | $ (636,578) | $ (599,737) |
UNITED STATES | ||||
Income tax expense | (60,258) | (30,058) | (219,082) | (78,894) |
Foreign [Member] | ||||
Income tax expense | $ (116,558) | $ (172,615) | $ (417,496) | $ (520,753) |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
2024 to 2028 | $ 2,279,147 | |
2029 to 2033 | 892,375 | |
2034 to 2037 | 217,937 | |
Indefinitely | 147,990 | |
Effect of net operating loss carried forward | $ 3,537,450 | $ 3,496,482 |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||||
Deferred tax liabilities | ||||
Deferred tax assets: | ||||
Effect of net operating loss carried forward | 3,537,450 | 3,496,482 | ||
Less: valuation allowance | (3,537,450) | (3,496,482) | $ (3,496,482) | $ (3,443,596) |
Net deferred tax assets |
INCOME TAXES (Details 3)
INCOME TAXES (Details 3) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||
At the beginning of the period/year | $ 3,496,482 | $ 3,443,596 |
Additions/(Deductions) | 40,967 | 52,886 |
At the end of the period/year | $ 3,537,450 | $ 3,496,482 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
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 September 30, 2022, the Company does not have available tax losses in the Hong Kong and PRC to utilize for future taxable profits. |
Net operating loss carryforward | $ 16,447,000 |
Valuation allowance of net operating loss carryforwards | $ 3,537,450 |
Operating loss carryforwards, expire year | expire on various from 2024 through 2037 |