Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Apr. 15, 2022 | Jun. 30, 2021 | |
Details | |||
Registrant CIK | 0001276531 | ||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Securities Act File Number | 000-50559 | ||
Entity Registrant Name | SCIENTIFIC ENERGY, INC | ||
Entity Incorporation, State or Country Code | UT | ||
Entity Tax Identification Number | 87-0680657 | ||
Entity Address, Address Line One | 27 Weldon Street | ||
Entity Address, City or Town | Jersey City | ||
Entity Address, State or Province | NJ | ||
Entity Address, Postal Zip Code | 07306 | ||
Entity Address, Address Description | Address of principal executive offices | ||
City Area Code | 852 | ||
Local Phone Number | 2530 -2089 | ||
Phone Fax Number Description | Registrant’s telephone number | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,600 | ||
Entity Common Stock, Shares Outstanding | 263,337,500 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Auditor Name | Centurion ZD CPA & Co. | ||
Auditor Firm ID | 2769 | ||
Auditor Location | Hong Kong |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | |
Current assets | |||
Cash and cash equivalents | $ 4,920,375 | $ 14,468 | |
Loan receivables | 997,923 | 0 | |
Account receivables | 842,917 | 0 | |
Other receivables | 66,388 | 0 | |
Amount due from related companies | 1,377,231 | 0 | |
Amount due from joint venture | 24,679 | 0 | |
Amount due from shareholder | 942,267 | 0 | |
Inventories | 255,287 | 0 | |
Prepaid expense | 369,367 | 0 | |
Total current assets | 9,796,434 | 14,468 | |
Non-current assets | |||
Property, plant and equipment, net | 77,006 | 854 | |
Intangible assets | 1,226,001 | 0 | |
Goodwill | 71,664,639 | 0 | |
Operating lease right to use assets | 586,922 | 50,786 | |
Deposits | 525,973 | 14,743 | |
Total non-current assets | 74,080,541 | 66,383 | |
Total assets | 83,876,975 | 80,851 | |
Current liabilities | |||
Accounts payables | 6,199,998 | 1,164,395 | |
Accrued expenses | 2,862,306 | 0 | |
Amount due to related company | 20,002 | 0 | |
Deposits received | 1,336,256 | 0 | |
Other payables | 1,217,427 | 0 | |
Bank loans | 566,046 | 0 | |
Operating lease liabilities | 400,009 | 50,786 | |
Note payable | 0 | 233,936 | |
Stock subscription payables | 0 | 1,041,539 | |
Total current liabilities | 12,602,044 | 2,490,656 | |
Non-current liabilities | |||
Bank loans | 481,357 | 0 | |
Operating lease liability | 186,913 | 0 | |
Total non-current liabilities | 668,270 | 0 | |
Total liabilities | 13,270,314 | 2,490,656 | |
Commitments and contingencies (Note 17) | [1] | 0 | 0 |
Stockholders' deficit | |||
Preferred Stock, Value | 0 | 0 | |
Common Stock, Value | 2,633,375 | 1,149,159 | |
Additional paid in capital | 78,460,638 | 5,734,030 | |
Accumulated deficit | (10,268,776) | (9,301,091) | |
Accumulated other comprehensive income | (114,160) | 8,097 | |
Total stockholders' surplus / (deficit) | 70,711,077 | (2,409,805) | |
Non-controlling interests | (104,416) | 0 | |
Total liabilities and stockholders' surplus | $ 83,876,975 | $ 80,851 | |
[1] | See Note 12. |
Consolidated Balance Sheets - P
Consolidated Balance Sheets - Parenthetical - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Details | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 25,000,000 | 25,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Issued | 263,337,500 | 114,915,852 |
Common Stock, Shares, Outstanding | 263,337,500 | 114,915,852 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Details | ||
REVENUE | $ 10,049,891 | $ 0 |
COST OF REVENUE | (7,664,721) | 0 |
GROSS PROFIT | 2,385,170 | 0 |
OPERATING EXPENSES | ||
Selling, general and administrative expenses | 3,276,551 | 471,983 |
Depreciation and amortization | 67,621 | 980 |
Total operating expenses | 3,344,172 | 472,963 |
NET LOSS FROM OPERATIONS | (959,002) | (472,963) |
Other income (expense) | ||
Sundry (expense) income, net | 2 | 22,647 |
Interest (expense) income, net | (29,081) | (11,203) |
Net loss before provision for income taxes | (988,081) | (461,519) |
Income taxes | 0 | 0 |
NET LOSS | (988,081) | (461,519) |
Net income (loss) attributable to non-controlling interests | 20,396 | 0 |
Net income attributable to Scientific Energy, Inc | (967,685) | (461,519) |
OTHER COMPREHENIVE LOSS | ||
Foreign translation gain (loss) | (122,257) | 1,729 |
Comprehensive loss | $ (1,089,942) | $ (459,790) |
Net loss per common share, basic and diluted | $ (0.005) | $ (0.004) |
Weighted average common shares outstanding, basic and diluted | 184,177,222 | 114,915,852 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Deficit - USD ($) | Common Stock | Additional Paid-in Capital | Retained Earnings | AOCI Including Portion Attributable to Noncontrolling Interest | Noncontrolling Interest | Total |
Equity Balance, Starting at Dec. 31, 2019 | $ 1,149,159 | $ 5,734,030 | $ (8,839,572) | $ 6,368 | $ 0 | $ (1,950,015) |
Shares Outstanding, Starting at Dec. 31, 2019 | 114,915,852 | |||||
Foreign currency transaction income | $ 0 | 0 | 0 | 1,729 | 1,729 | |
Net Income (Loss) | 0 | 0 | (461,519) | 0 | 0 | (461,519) |
Equity Balance, Ending at Dec. 31, 2020 | $ 1,149,159 | 5,734,030 | (9,301,091) | 8,097 | 0 | (2,409,805) |
Shares Outstanding, Ending at Dec. 31, 2020 | 114,915,852 | |||||
Foreign currency transaction income | $ 0 | 0 | 0 | (122,257) | 0 | (122,257) |
Net Income (Loss) | 0 | 0 | (967,685) | 0 | (20,396) | (988,081) |
Equity Balance, Ending at Dec. 31, 2021 | $ 2,633,375 | 78,460,638 | (10,268,776) | (114,160) | (104,416) | 70,606,661 |
Shares Outstanding, Ending at Dec. 31, 2021 | 263,337,500 | |||||
Stock Issued During Period, Value, Acquisitions | $ 1,313,375 | 64,355,375 | 0 | 0 | (84,020) | 65,584,730 |
Stock Issued During Period, Shares, Acquisitions | 131,337,500 | |||||
Stock Issued During Period, Value, New Issues | $ 170,841 | $ 8,371,233 | $ 0 | $ 0 | $ 0 | $ 8,542,074 |
Stock Issued During Period, Shares, New Issues | 17,084,148 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (967,685) | $ (461,519) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 10,916 | 980 |
Amortization | 56,705 | 0 |
Loss on disposal of property and equipment | 1,125 | 0 |
Account receivables | (135,396) | 0 |
Amount due from related companies | (19,452) | 0 |
Amount due from joint venture | (24,678) | 0 |
Amount due from shareholder | (998,391) | 0 |
Inventories | (44,310) | 0 |
Deposits | 42,607 | 5,533 |
Prepaid expenses | 149,058 | 2,800 |
Other receivables | 558,275 | 0 |
Accrued expenses | 654,419 | 0 |
Amount due to related company | 20,002 | 0 |
Deposits received | (215,356) | 0 |
Other payable | (3,547,542) | 0 |
Accounts payable | (1,361,372) | 4,524 |
Net cash used in operating activities | (5,821,075) | (447,682) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Net cash inflow from acquisition of subsidiaries | 287,418 | 0 |
Loan to joint venture | (997,923) | 0 |
Purchase of equipment | (22,449) | 0 |
Net cash used in investing activities | (732,954) | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of share capital | 12,967,064 | 0 |
Repayment of bank borrowings | (29,392) | 0 |
Proceeds from notes payable | (243,664) | 10,936 |
Proceeds from subscription received | (1,041,539) | 364,856 |
Net cash provided by financing activities | 11,652,469 | 375,792 |
Effect of currency rate changes on cash | (192,533) | 1,729 |
Net increase / (decrease) in cash and cash equivalents | 4,905,907 | (70,161) |
Cash and cash equivalents | 14,468 | 84,629 |
Cash and cash equivalents | 4,920,375 | 14,468 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest paid, net | 29,081 | 11,203 |
Income taxes paid | 0 | 0 |
Non cash financing activities | ||
Record right to use assets upon adoption of ASC 842 | 586,922 | 50,786 |
Record lease liabilities upon adoption of ASC 842 | 586,922 | 50,786 |
Issuance of shares in connection with acquisition of subsidiaries | $ 65,584,730 | $ 0 |
NOTE 1 - ORGANIZATION AND PRINC
NOTE 1 - ORGANIZATION AND PRINCIPAL ACTIVITIES | 12 Months Ended |
Dec. 31, 2021 | |
Notes | |
NOTE 1 - ORGANIZATION AND PRINCIPAL ACTIVITIES | NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES Scientific Energy, Inc., (the "Company") was incorporated under the laws of the State of Utah on May 30, 2001. Prior to August 2011, the Company was principally devoted to the buying and selling of various types and grades of graphite, such as medium- and high-carbon graphite, high-purity graphite, micro-powder graphite and expandable graphite. In August 2011, the Company decided to engage in a business of e-commerce platform. Currently the Company is in the process of developing a website, which provides an e-commerce platform, where registered members can exchange goods and services. On March 28, 2006, the Company set up a wholly owned subsidiary, PDI Global Limited (“PDI”), which was incorporated in the British Virgin Islands in order to engage in a business of e-commerce platform. In January 2008, the Company entered into a joint venture agreement with China Resources Development Group Ltd., a Hong Kong company. Under the agreement, a joint venture company, Kabond Investments Ltd (the “JVC”), was established in Hong Kong, and the Company invested $39.6 million Hong Kong dollars (approximately $5.09 million) into the JVC for 72% of the JVC’s capital shares, and China Resources Development Group Ltd., jointly with its partner, invested $15.4 million Hong Kong dollars (approximately $1.98 million) into the JVC to receive 28% of the JVC’s capital shares. In December 2008, all equity interest of the JVC owned by the Company was sold to a third party for $39.6 million Hong Kong dollars (approximately $5,109,743). In January 2009, the Company through its wholly-owned subsidiary, PDI, entered into a joint venture agreement with China Resources Development Group Ltd. Under the agreement, the Company agreed to invest $43,040,000 Hong Kong dollars (approximately $5.55 million) into a joint venture company Sinoforte Ltd. in Hong Kong (“Sinoforte”). The Company got 80% of Sinoforte's capital shares, and China Resources invested $10,222,000 Hong Kong dollars, approximately $1,318,967, and another investor invested $538,000 Hong Kong dollars, or approximately $69,419, into Sinoforte for 19% and 1% of Sinoforte's capital shares, respectively. The main business of Sinoforte was trading mineral products such as graphite produced in China. In June 2009 and September 2009, respectively, China Resources and the other minority investor cancelled their investments in Sinoforte, and the full amount of their original investments was returned. As a result, Sinoforte became a wholly-owned subsidiary of PDI. On December 8, 2020, PDI sold all the shares of Sinoforte to the Company at consideration of HK$10. On February 28, 2012, the Company set up a wholly-owned subsidiary, Makeliving Ltd., which was incorporated in the Cayman Islands in order to engage in a business of e-commerce platform. On January 23, 2018, the Company entered into an agreement with Cityhill Limited, a wholly owned subsidiary of South Sea Petroleum Holdings Limited, a Hong Kong listed public company, pursuant to which parties agreed to establish a joint venture (the “Joint Venture”). Each party owns 50% equity interest in the Joint Venture respectively. On February 8, 2021, the Company acquired an entire share of a Hong Kong company, Qwestro Limited, for HK$1,000 without any goodwill and bargaining purchase. On March 24, 2021, the Company disposed of its wholly-owned dormant subsidiary, PDI Global Limited, with a positive net worth of $1 to an unaffiliated third-party purchaser for $1. In September 27, 2021, the Company completed the acquisition of 98.75% shares of Macao E-Media Development Company Limited (“MED”). As consideration for the MED shares, the Company agreed to issue the Sellers, or its assigns, in a total of 131,337,500 shares of the Company’s restricted common stock, par value $0.01 per share, at a consideration of $0.50 per share, in the aggregate consideration of $65,668,750 (the “Purchase Price”). As a result of this acquisition, MED becomes a 98.75% owned subsidiary of the Company. MED was founded at Macau in 2011. Its main area of business includes food and grocery order-pickup-delivery services from local restaurants, supermarkets and hotels. MED has four subsidiaries, each of which is in charge of respective area such as Development & Maintenance, Marketing & Operation, Logistics & Delivery, Payment & Clearance, Emerging Market Business Development. |
NOTE 2 - SUMMARY OF SIGNIFICANT
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Notes | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying audited consolidated financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. Operating results as presented are not necessarily indicative of the results to be expected for a full year. The Company's consolidated financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the ability of the Company to obtain necessary equity financing to continue operations and the attainment of profitable operations. The management will seek to raise funds from shareholders. The accompanying consolidated financial statements present the financial position and the results of operations of the Company and its 100% owned subsidiaries, Makeliving, Ltd. and Sinoforte Limited. Qwestro Limited, in turn, is the 100% owned subsidiary and consolidates with Sinoforte Limited. All significant intercompany transactions and balances have been eliminated in consolidation. Business Combinations The Company accounts for acquisition of entities that include inputs and processes and has the ability to create outputs as business combinations. The Company allocates the purchase price of the acquisition to the tangible assets, liabilities and identifiable intangible assets acquired based on their estimated fair values. The excess of the purchase price over those fair values is recorded as goodwill. Acquisition-related expenses and integration costs are expensed as incurred. Revenue Recognition The Company recognizes revenue when: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed or determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related revenue is recorded. The Company defers any revenue for which the product has not been delivered or services have not been rendered or are subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or services have been rendered or no refund will be required. Revenues on the sale of products, net of estimated costs of returns and allowance, are recognized at the time products are shipped to customers, legal title has passed, and all significant contractual obligations of the Company have been satisfied. Products are generally sold on open accounts under credit terms customary to the geographic region of distribution. The Company performs ongoing credit evaluations of the customers and generally does not require collateral to secure the accounts receivable. The Company is operating mobile platform of ordering and delivery services for restaurants and supermarket in Macau, together recognizing revenue on closed transactions. Segment information ASC 280-10 establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports issued to stockholders. ASC 280-10 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. All sales and substantial assets of the Company are in China and Macau. The Company applies the management approach to the identification of our reportable operating segments as provided in accordance with ASC 280-10. The information disclosed herein materially represents all of the financial information related to the Company’s principal operating segment. Use of Estimates The preparation of the consolidated consolidated Concentration of Credit Risk The Company’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. Generally, the Company’s cash and cash equivalents in interest-bearing accounts may exceed FDIC insurance limits. The financial stability of these institutions is periodically reviewed by senior management. As of December 31, 2021, and December 31, 2020, the Company maintained $4,899,488 and $Nil in foreign bank accounts not subject to FDIC coverage The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. Cash and Cash Equivalents For purposes of the statements of cash flows, cash and cash equivalents include cash on hand and demand deposits held by banks. Comprehensive Income (Loss) The Company adopted Accounting Standards Codification subtopic 220-10, Comprehensive Income (“ASC 220-10”) which establishes standards for the reporting and displaying of comprehensive income and its components. Comprehensive income is defined as the change in equity of a business during a period from transactions and other events and circumstances from non-owners sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. ASC 220-10 requires other comprehensive income (loss) to include foreign currency translation adjustments. Foreign Currency Translation The Company translates the foreign currency consolidated The consolidated The cumulative translation adjustment is included in the accumulated other comprehensive gain (loss) within stockholders’ equity (deficit). Foreign currency transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the consolidated results of operations. The exchange rates used to translate amounts in HKD and MOP into US Dollars for the purposes of preparing the consolidated financial statements were as follows: December 31, 2021 December 31, 2020 Exchange rate on balance sheet dates USD : HKD exchange rate 7.7992 7.7536 USD : MOP exchange rate 8.0332 N/A Year ended December 31, 2021 Year Ended December 31, 2020 Average exchange rate for the period USD : HKD exchange rate 7.7838 7.7561 USD : MOP exchange rate 8.0173 N/A Property, plant and equipment The estimated useful lives of property, plant and equipment are as follows: Office equipment 3-5 years Furniture and fixtures 3-5 years Vehicles 4 years The Company evaluates the carrying value of items of property, plant and equipment to be held and used whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The carrying value of an item of property, plant and equipment is considered impaired when the projected undiscounted future cash flows related to the asset are less than its carrying value. The Company measures impairment based on the amount by which the carrying value of the respective asset exceeds its fair value. Fair value is determined Intangible assets Purchased intangible assets are recognized and measured at fair value upon acquisition. Separately identifiable intangible assets that have determinable lives continue to be amortized over their estimated useful lives using the straight-line method based on their estimated useful lives as follows: Software 1-10 years The Company reviews intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Trade receivables Trade receivables are recorded at the invoiced amount and do not bear interest. The Company extends unsecured credit to its customers in the ordinary course of business but mitigates the associated risks by performing credit checks and actively pursuing past due accounts. An allowance for doubtful accounts is established and recorded based on management’s assessment of potential losses based on the credit history and relationships with the customers. Management reviews its receivables on a regular basis to determine if bad debt allowance is adequate, and adjusts the allowance when necessary. Delinquent account balances are written-off against allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. The Company considered the amounts of receivables in dispute and believes an allowance for these receivables were not necessary as of December 31, 2021 and 2020. Fair Value Measurements ASC Topic 820 defines fair value, establishes a framework for measuring fair value and enhances disclosure requirements for fair value measurements. This topic does not require any new fair value measurements. ASC Topic 820 defines fair value as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, ASC Topic 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 — Other inputs that is directly or indirectly observable in the marketplace. Level 3 — Unobservable inputs which are supported by little or no market activity. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Earnings (Loss) Per Share Earnings Per Share (‘EPS”) is computed by dividing net income available to common stockholders by the weighted average number of common stock shares outstanding during the year. Diluted EPS is computed by dividing net income available to common stockholders by the weighted average number of common stock shares outstanding during the year plus potential dilutive instruments such as stock options and warrants. The effect of stock options on diluted EPS is determined through the application of the treasury stock method, whereby proceeds received by the Company based on assumed exercises are hypothetically used to repurchase the Company's common stock at the average market price during the period. The Company has no stock options, warrants or other potentially dilutive instruments outstanding at December 31, 2021 and 2020. Investment in Unconsolidated Joint Ventures The Company entered into a JV agreement with an independent third party, to form a JV company. The joint venture agreement provides the Company with only the rights to the assets and obligation for the liabilities of the joint arrangement resting primarily with the JV. In adopting ASC Topic 323, Investments - Equity Method and Joint Ventures (Topic 323), the Company’s investment in joint venture is accounted for using the equity method. Inventories Inventories are carried at the lower of cost and net realizable value, as determined using the weighted average cost method. Management compares the cost of inventories with the net realizable value and if applicable, an allowance is made for writing down the inventory to its net realizable value, if lower than cost. On an ongoing basis, inventories are reviewed for potential write-down for estimated obsolescence or unmarketable inventories which equals the difference between the costs of inventories and the estimated net realizable value based upon forecasts for future demand and market conditions. When inventories are written-down to the lower of cost or net realizable value, it is not marked up subsequently based on changes in underlying facts and circumstances. The Company entered into a purchase agreement with JV company and through their platform to purchase of gold. In adopting ASC Topic 330, Inventory, it permits certain inventories such as precious metals, agricultural and mineral inventories to be stated above cost in exceptional cases. We believe that because our business model is to trade gold and held in short-term, market value is a more useful and relevant measurement than lower of cost or market value. Goodwill Goodwill is recorded as the difference between the aggregate consideration paid for in a business combination and the fair value of the acquired net tangible and intangible assets acquired. The Company evaluates goodwill for impairment on an annual basis in the fourth quarter or more frequently if indicators of impairment exist that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. Based on that qualitative assessment, if it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company conducts a quantitative goodwill impairment test, which involves comparing the estimated fair value of the reporting unit with its carrying value, including goodwill. The Company estimates the fair value of a reporting unit using a combination of the income and market approach. If the carrying value of the reporting unit exceeds its estimated fair value, an impairment loss is recorded for the difference. Non-controlling interest Non-controlling interests represent the equity interests in the subsidiaries that are not attributable, either directly or indirectly, to the Company. Lease liabilities In adopting ASC Topic 842, Leases (Topic 842), the Company has elected the ‘package of practical expedients’, which permit it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter is not applicable to the Company. In addition, the Company elected not to apply ASC Topic 842 to arrangements with lease terms of 12 month or less. In determining the length of the lease term to its long-term lease, the Company determined it did not have an option to extend either lease. Recent Accounting Pronouncements 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. In August 2020, the FASB issued ASU No. 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, which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021, with early adoption permitted. The Company is currently evaluating the impact of this standard on its financial statements and related disclosures. In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04"). The amendments in this update provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this ASU apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate that is expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The amendments in this ASU are effective for all entities as of March 12, 2020 through December 31, 2022. The Company did not modify any material contracts due to reference rate reform during fiscal 2020. The Company will continue to evaluate the impact this guidance will have on financial statements for all future transactions affected by reference rate reform during the time permitted. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12"). The FASB issued this update as part of its initiative to reduce complexity in accounting standards. The amendments in this ASU simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and also improve consistent application of other areas by clarifying and amending existing guidance. ASU 2019-12 is effective for the Company in fiscal 2022 and early adoption is permitted. Certain amendments of this ASU may be adopted on a retrospective basis, modified retrospective basis or prospective basis. The Company is currently evaluating the impact this guidance will have on its financial statements. In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments, which establishes ASC 326, Financial Instruments - Credit Losses. The ASU revises the measurement of credit losses for financial assets measured at amortized cost from an incurred loss methodology to an expected loss methodology. The ASU affects trade receivables, debt securities, net investment in leases, and most other financial assets that represent a right to receive cash. Additional disclosures about significant estimates and credit quality are also required. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses. This ASU clarifies that receivables from operating leases are accounted for using the lease guidance and not as financial instruments. In May 2019, the FASB issued ASU No. 2019-05, Targeted Transition Relief, which amends ASC 326. This ASU provides an option to irrevocably elect to measure certain individual financial assets at fair value instead of amortized cost. The Company is currently evaluating the impact this guidance will have on its financial statements. The adoption of this standard did not have a material impact on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans ("ASU 2018-14"), which updates the standard to remove disclosures that no longer are considered cost beneficial, clarifies the specific requirements of disclosures, and adds disclosure requirements identified as relevant. The Company is currently evaluating the impact of adoption of this new standard and does not believe that the adoption of this ASU will have a significant impact on its financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases, which provides narrow amendments to clarify how to apply certain aspects of the new lease standard, and ASU 2018-11, Leases (Topic 842): Targeted Improvements, which addressed implementation issues related to the new lease standard. These and certain other lease-related ASUs have generally been codified in ASC 842, Leases (“ASC 842”). ASC 842 supersedes the lease accounting requirements in ASC 840, Leases (“ASC 840”). ASC 842 establishes a right-of-use model that requires a lessee to record a right-of-use (“ROU”) asset and a lease liability on the balance sheet for all leases. Under ASC 842, leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The standard also requires disclosures around the amount, timing and uncertainty of cash flows arising from leases. The Company adopted the new standard since January 1, 2019. Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption. |
NOTE 3 - GOING CONCERN
NOTE 3 - GOING CONCERN | 12 Months Ended |
Dec. 31, 2021 | |
Notes | |
NOTE 3 - GOING CONCERN | NOTE 3 – GOING CONCERN As shown in the accompanying consolidated financial statements, the Company has generated a net loss of $967,685 and an accumulated deficit of $10,268,776 as of December 31, 2021. The Company also experienced insufficient cash flows from operations and will be required continuous financial support from the shareholders. The Company will need to raise capital to fund its operations until it is able to generate sufficient revenue to support the future development. Moreover, the Company may be continuously raising capital through the sale of debt and equity securities. The Company’s ability to achieve these objectives cannot be determined at this stage. If the Company is unsuccessful in its endeavors, it may be forced to cease operations. These consolidated financial statements do not include any adjustments that might result from this uncertainty which may include adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. These factors have raised substantial doubt about the Company’s ability to continue as a going concern. There can be no assurances that the Company will be able to obtain adequate financing or achieve profitability. These consolidated |
NOTE 4 - PROPERTY, PLANT AND EQ
NOTE 4 - PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2021 | |
Notes | |
NOTE 4 - PROPERTY, PLANT AND EQUIPMENT | NOTE 4 – PROPERTY, PLANT AND EQUIPMENT Furniture and equipment as of December 31, 2021 and 2020 is summarized as follows: December 31, December 31, 2021 2020 Office furniture and fixtures $ 55,369 $ 679 Office equipment 137,118 9,968 Vehicles - 165,267 Less: accumulated depreciation (115,481 ) (175,060 ) Property, plant and equipment, net $ 77,006 $ 854 Depreciation expense for the years ended December 31, 2021 and 2020 was $10,916 and $980, respectively. |
NOTE 5 - INTANGIBLE ASSETS
NOTE 5 - INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
Notes | |
NOTE 5 - INTANGIBLE ASSETS | NOTE 5 – INTANGIBLE ASSETS Software as of December 31, 2021 and 2020 is summarized as follows: December 31, December 31, 2021 2020 Software $ 1,940,614 $ - Less: accumulated amortization (714,613 ) - Intangible assets, net $ 1,226,001 $ - Amortization expense for the years ended December 31, 2021 and 2020 was $56,705 and $Nil, respectively. |
NOTE 6 - GOODWILL
NOTE 6 - GOODWILL | 12 Months Ended |
Dec. 31, 2021 | |
Notes | |
NOTE 6 - GOODWILL | NOTE 6 – GOODWILL December 31, 2021 December 31, 2020 Goodwill $ 71,664,639 $ - Less accumulated impairment losses - - Balance at end of period $ 71,664,639 $ - Goodwill has been allocated for impairment testing purposes to the acquisition of the shares of Macao E-Media Development Company Limited by the Company. The assets were valued using a Fair Market Value basis as defined by The Financial Accounting Standards Board (FASB ASC 820). Liabilities were taken from Macao E-Media Development Company Limited Consolidated Balance Sheet as of September 27, 2021. |
NOTE 7 - RIGHT TO USE ASSETS AN
NOTE 7 - RIGHT TO USE ASSETS AND LEASE LIABILITY | 12 Months Ended |
Dec. 31, 2021 | |
Notes | |
NOTE 7 - RIGHT TO USE ASSETS AND LEASE LIABILITY | NOTE 7 – RIGHT TO USE ASSETS AND LEASE LIABILITY Effective June 1, 2018, the Company entered into a two-year lease for approximately 250 square feet in New York City, New York, expiring May 31, 2020 with monthly payments of $2,800 per month. In addition, the Company entered into a two-year lease for office space of approximately 770 square feet in Hong Kong, expiring January 10, 2022, with monthly payments of approximately $4,418 per month. In September 2021, the Company entered the lease agreement for office and supermarket with MED and its subsidiaries in Macao and Zhuhai, with monthly payments of approximately $44,724 per month. At lease commencement date, the Company estimated the lease liability and the right of use assets at present value using the Company’s estimated incremental borrowing rate of 8% and determined the initial present value, at inception, of $1,274,263. Right to use assets is summarized below: December 31, 2021 December 31, 2020 New York $ - $ 62,322 Macao and Zhuhai 1,175,932 - Hong Kong 98,331 98,331 Subtotal 1,274,263 160,653 Less accumulated depreciation (687,341 ) (109,867 ) Right to use assets, net $ 586,922 $ 50,786 During the year ended December 31, 2021 and 2020, the Company recorded $169,426 and $47,545 as depreciation on ROU assets; and the Company recorded $15,544 and $5,469 as financial interest to current period operations. Lease liability is summarized below: December 31, 2021 December 31, 2020 Macao and Zhuhai $ 586,922 $ - Hong Kong - 50,786 Total lease liability 586,922 50,786 Less: short term portion (400,009) (50,786 ) Long term portion $ 186,913 $ - Maturity analysis under these lease agreements are as follows: Year ended December 31, 2021 and 2020 $ 627,609 $ 53,014 Less: Present value discount (40,687) (2,228 ) Lease liability $ 586,922 $ 50,786 Lease expense for the year ended December 31, 2021 was comprised of the following: Operating lease expense $ 176,479 Short-term lease expense 46,510 $ 222,989 Lease expense for the year ended December 31, 2020 was comprised of the following: Operating lease expense $ 67,014 Short-term lease expense 23,272 $ 90,286 |
NOTE 8 - LOAN RECEIVABLES
NOTE 8 - LOAN RECEIVABLES | 12 Months Ended |
Dec. 31, 2021 | |
Notes | |
NOTE 8 - LOAN RECEIVABLES | NOTE 8 - LOAN RECEIVABLES In September 10, 2021, the Company’s subsidiary, Sinoforte Limited entered into a business loan agreement, by and among the company, Gold Gold Gold Limited (“3G”), whereby the Company provide the fund for $1,000,000 to 3G for the business operating use. The loan amount was unsecured, with interest rate 5% p.a. |
NOTE 9 - INVENTORIES
NOTE 9 - INVENTORIES | 12 Months Ended |
Dec. 31, 2021 | |
Notes | |
NOTE 9 - INVENTORIES | NOTE 9 - INVENTORIES The Company purchased gold from the platform under its joint venture, Gold Gold Gold Limited. Inventories for gold as of December 31, 2021 was $522. On September 27, 2021, the Company acquired a Macao subsidiary, “MED” and Green Supply Chain Management Company Limited who were trading as mobile platform of ordering and delivery services for restaurants and supermarket respectively and had approximately $250,000 merchandise inventory as of December 31, 2021. |
NOTE 10 - NOTE PAYABLE
NOTE 10 - NOTE PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
Notes | |
NOTE 10 - NOTE PAYABLE | NOTE 10 – NOTE PAYABLE In May 2018, the Company issued an unsecured note payable for $35,000 bearing interest at 5.0% per annum, payable monthly and due on July 1, 2019. The Company entered into an Extension Agreement in order to extend the due date of the note payable for all outstanding principal and accrued and unpaid interest due to November 18, 2020. In November 2018, the Company issued an unsecured note payable for $65,000 bearing interest at 5.0% per annum, payable monthly and due on November 18, 2020. In July 2019, the Company issued an unsecured note payable for $123,000 bearing interest at 5.0% per annum, payable monthly and due on July 9, 2021. In November 2020, upon maturity of the May 2018 and November 2018 unsecured notes in aggregate of $100,000, the Company issued an unsecured note payable of $110,936 as payment of the maturing notes payable and accrued interest of $10,936. The note payable bears interest of 5% and is due on December 31, 2022. In September 2021, the Company repaid all the principal and interest to borrower. |
NOTE 11 - STOCK SUBCRIPTION PAY
NOTE 11 - STOCK SUBCRIPTION PAYABLES | 12 Months Ended |
Dec. 31, 2021 | |
Notes | |
NOTE 11 - STOCK SUBCRIPTION PAYABLES | NOTE 11 – STOCK SUBCRIPTION PAYABLES During the year ended December 31, 2021, the Company issue the shares to non-related parties with intentions to purchase the Company’s common stock. The transactions have been completed and therefore have been classified outside of equity for financial statement presentation. |
NOTE 12 - BANK LOANS
NOTE 12 - BANK LOANS | 12 Months Ended |
Dec. 31, 2021 | |
Notes | |
NOTE 12 - BANK LOANS | NOTE 12 – BANK LOANS The bank loans are borrowed by MED and Zhuhai Chengmi Technology Company Limited (“Chengmi”), which are the new subsidiaries during business combinations in September 2021. The banking credit facility from MED dated March 3, 2020 for a maximum principal of $374,672 expiring July 31, 2025 at an interest rate of 4.25%. This loan is secured against the directors of MED and for the use of MED operation due to the outbreak of COVID-19. Another bank loan borrowed by Chengmi with principle of $464,583 and $309,721 and expiring December 2022 and May 2023, respectively, at an interest rate of 4.6% and 4.45% per annum. |
NOTE 13 - CAPITAL STOCK
NOTE 13 - CAPITAL STOCK | 12 Months Ended |
Dec. 31, 2021 | |
Notes | |
NOTE 13 - CAPITAL STOCK | NOTE 13 – CAPITAL STOCK The Company is authorized to issue 500,000,000 shares of common stock, $0.01 par value, and 25,000,000 shares of preferred stock, $0.01 par value. As of December 30, 2021 and December 31, 2020, there were 263,337,500 and 114,915,852 shares of the Company’s common stock issued and outstanding, and none of the preferred shares were issued and outstanding. As of December 31, 2021, Kelton Capital Group Ltd. owned 31,190,500 shares or 11.8% of the Company’s common stock, and Aspect Group Limited owned 20,000,000 shares, or 7.6% of the Company’s common stock, and Jiang Haitao owned 46,588,236 shares, or 17.7% of the Company’s common stock. Other than Kelton Capital Group Ltd, Aspect Group Ltd, and Jiang Haitao no person owns 5% or more of the Company’s issued and outstanding shares. |
NOTE 14 - LOSS PER SHARE
NOTE 14 - LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2021 | |
Notes | |
NOTE 14 - LOSS PER SHARE | NOTE 14 – LOSS PER SHARE The following table sets forth the computation of basic and diluted loss per common share for the year ended December 31, 2021 and 2020, respectively: Schedule of Loss Per Share For the Years Ended December 31, 2021 2020 Numerator - basic and diluted Net loss $ (967,685) $ (461,519) Denominator Weighted average number of common shares outstanding —basic and diluted 184,177,222 114,915,852 Loss per common share — basic and diluted $ (0.005) $ (0.004) |
NOTE 15 - INCOME TAXES
NOTE 15 - INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Notes | |
NOTE 15 - INCOME TAXES | NOTE 15 - INCOME TAXES The Company has adopted Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the consolidated consolidated For the year ended December 31, 2021, the Company's realized net taxable income which offset existing deferred tax assets relating to net operating losses, was offset further (100%) by the valuation allowance. Other temporary differences are expected to be immaterial. Therefore, there were no expected income taxes, either current or deferred, reflected in the income statement. At December 31, 2021, the Company has available for U.S. federal income tax purposes a net operating loss carryforward of approximately $5,940,000, expiring within 20 years, that may be used to offset future taxable income. The Company has provided a valuation reserve against the full amount of the net operating loss benefit, since in the opinion of management based upon the earnings history of the Company; it is more likely than not that the benefits will not be realized. Due to possible significant changes in the Company's ownership, the future use of its existing net operating losses may be limited. Components of deferred tax assets as of December 31, 2021 are as follows. All or a portion of the remaining valuation allowance may be reduced in future years based on an assessment of earnings sufficient to fully utilize these potential tax benefits. The Company and its subsidiaries file separate income tax returns. The United States of America Scientific Energy, Inc. is incorporated in the State of Utah in the U.S., and is subject to a gradual U.S. federal corporate income tax of 21%. The State of Utah does not impose any corporate state income tax. As of December 31, 2021, future net operation losses of approximately $0.10 million are available to offset future operating income through 2040. British Virgin Islands Makeliving Limited is incorporated in the British Virgin Islands. Under the current laws of the British Virgin Islands, Makeliving Limited are not subjected to tax on income or capital gains. Hong Kong Sinoforte Limited and Qwestro Limited are incorporated in Hong Kong and Hong Kong’s profits tax rate is 8.25% for the first HK$2 million of profits of qualifying corporations, and profits above HK$2 million will be taxed at 16.5%. Sinoforte Limited and Qwestro Limited did not earn any income that was derived in Hong Kong for the years ended December 31, 2021 and 2020, and therefore, Sinoforte Limited and Qwestro Limited were not subjected to Hong Kong profits tax. Macau Macao E-Media Development Company Limited, Squirrel Logistic Company Limited and Green Supply Chain Management Company Ltd. are exempted to Macau Corporate Income Tax. People’s Republic of China Zhuhai Chengmi Technology Company Ltd. and Zhuhai Migua Technology Company Ltd. are subject to PRC Enterprise Income Tax (“EIT”) on the taxable income in accordance with the relevant PRC income tax laws. The EIT rate for companies operating in the PRC is 25%. At December 31, 2021 and 2020, the significant components of the deferred tax (assets) liabilities are summarized below: Schedule of Income Taxes Deferred Tax Assets: December 31, 2021 December 31, 2020 Net operating loss carryforward $ (988,081) $ (461,519) Inventory obsolescence - - Total deferred tax assets (988,081) (461,519) Valuation allowance 988,081 461,519 Net deferred tax assets $ - $ - The Company is subject to income tax holidays with respect to its Asian operations, and accordingly has recognized for foreign income taxes. Rate Reconciliation: December 31, 2021 December 31, 2020 Book losses (worldwide) at federal statutory rate (21%) $ 46,826 $ 25,772 Hong Kong Profit Tax rate (16.5%) 12,595 27,951 PRC Tax rate (25%) (103,045) - Change in valuation allowance 43,624 (53,723) Net expense (benefit) $ - $ - The net deferred tax asset generated by the U.S. loss carry-forward has been fully reserved. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the years ended December 31, 2021 and 2020, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties at December 31, 2021 and 2020. Tax years from 2015 through 2020 are open to examination by the taxing authorities. |
NOTE 16 - JOINT VENTURE
NOTE 16 - JOINT VENTURE | 12 Months Ended |
Dec. 31, 2021 | |
Notes | |
NOTE 16 - JOINT VENTURE | NOTE 16 - JOINT VENTURE Gold Gold Gold Limited (“JV”) was created in February 2018. The Company entered into a JV agreement with primary activity of trading of gold. The Company injected $12,839 (HK$100,000) to the JV during the year. The Company shared the operating loss from JV of $12,839 during 2019. Summarized financial information for joint venture is as follows: Balance Sheets: December 31, 2021 December 31, 2020 Property, plant and equipment, net $ 3,676 $ 4,797 Other receivables and prepaid 8,920 8,938 Inventory 4,181,874 496,015 Cash and cash equivalents 1,379,175 402,880 Total assets 5,573,645 912,630 Other payable (4,265,052 ) (3,286,343 ) Customer deposits and other (4,885,447 ) (627,966 ) Total liabilities (9,150,499 ) (3,914,309 ) Net liabilities $ (3,576,854 ) $ (3,001,679 ) Statement of Operations: December 31, December 31, 2021 2020 Revenue $ 8,532,963 $ 430,423 Cost of sale (8,253,515) (314,009) Gross profit 279,448 116,414 Operating expense (695,248 ) (1,069,664 ) Net loss from operations (415,800 ) (953,250 ) Other income (expense): Interest (expense) income, net (178,096 ) (122,638) Net loss $ (593,896 ) $ (1,075,888 ) |
NOTE 17 - COMMITMENTS AND CONTI
NOTE 17 - COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Notes | |
NOTE 17 - COMMITMENTS AND CONTINGENCIES | NOTE 17 - COMMITMENTS AND CONTINGENCIES Capital commitment As of December 31, 2021, and 2020, no capital commitment was expected. Legal Proceeding As of December 31, 2021, the Company is not aware of any material outstanding claim and litigation against it. |
NOTE 18 - SUBSEQUENT EVENTS
NOTE 18 - SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Notes | |
NOTE 18 - SUBSEQUENT EVENTS | NOTE 18 - SUBSEQUENT EVENTS In accordance with ASC 855, “Subsequent Events,” the Company has evaluated subsequent events through the date of filing. No material subsequent events were noted. |
NOTE 2 - SUMMARY OF SIGNIFICA_2
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basis of Presentation (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Policies | |
Basis of Presentation | Basis of Presentation The accompanying audited consolidated financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. Operating results as presented are not necessarily indicative of the results to be expected for a full year. The Company's consolidated financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the ability of the Company to obtain necessary equity financing to continue operations and the attainment of profitable operations. The management will seek to raise funds from shareholders. The accompanying consolidated financial statements present the financial position and the results of operations of the Company and its 100% owned subsidiaries, Makeliving, Ltd. and Sinoforte Limited. Qwestro Limited, in turn, is the 100% owned subsidiary and consolidates with Sinoforte Limited. All significant intercompany transactions and balances have been eliminated in consolidation. |
NOTE 2 - SUMMARY OF SIGNIFICA_3
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Business Combinations (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Policies | |
Business Combinations | Business Combinations The Company accounts for acquisition of entities that include inputs and processes and has the ability to create outputs as business combinations. The Company allocates the purchase price of the acquisition to the tangible assets, liabilities and identifiable intangible assets acquired based on their estimated fair values. The excess of the purchase price over those fair values is recorded as goodwill. Acquisition-related expenses and integration costs are expensed as incurred. |
NOTE 2 - SUMMARY OF SIGNIFICA_4
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Revenue Recognition (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Policies | |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed or determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related revenue is recorded. The Company defers any revenue for which the product has not been delivered or services have not been rendered or are subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or services have been rendered or no refund will be required. Revenues on the sale of products, net of estimated costs of returns and allowance, are recognized at the time products are shipped to customers, legal title has passed, and all significant contractual obligations of the Company have been satisfied. Products are generally sold on open accounts under credit terms customary to the geographic region of distribution. The Company performs ongoing credit evaluations of the customers and generally does not require collateral to secure the accounts receivable. The Company is operating mobile platform of ordering and delivery services for restaurants and supermarket in Macau, together recognizing revenue on closed transactions. |
NOTE 2 - SUMMARY OF SIGNIFICA_5
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Segment information (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Policies | |
Segment information | Segment information ASC 280-10 establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports issued to stockholders. ASC 280-10 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. All sales and substantial assets of the Company are in China and Macau. The Company applies the management approach to the identification of our reportable operating segments as provided in accordance with ASC 280-10. The information disclosed herein materially represents all of the financial information related to the Company’s principal operating segment. |
NOTE 2 - SUMMARY OF SIGNIFICA_6
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Use of Estimates (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Policies | |
Use of Estimates | Use of Estimates The preparation of the consolidated consolidated |
NOTE 2 - SUMMARY OF SIGNIFICA_7
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Concentration of Credit Risk (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Policies | |
Concentration of Credit Risk | Concentration of Credit Risk The Company’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. Generally, the Company’s cash and cash equivalents in interest-bearing accounts may exceed FDIC insurance limits. The financial stability of these institutions is periodically reviewed by senior management. As of December 31, 2021, and December 31, 2020, the Company maintained $4,899,488 and $Nil in foreign bank accounts not subject to FDIC coverage The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. |
NOTE 2 - SUMMARY OF SIGNIFICA_8
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Cash and Cash Equivalents (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Policies | |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of the statements of cash flows, cash and cash equivalents include cash on hand and demand deposits held by banks. |
NOTE 2 - SUMMARY OF SIGNIFICA_9
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Comprehensive Income (Loss) (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Policies | |
Comprehensive Income (Loss) | Comprehensive Income (Loss) The Company adopted Accounting Standards Codification subtopic 220-10, Comprehensive Income (“ASC 220-10”) which establishes standards for the reporting and displaying of comprehensive income and its components. Comprehensive income is defined as the change in equity of a business during a period from transactions and other events and circumstances from non-owners sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. ASC 220-10 requires other comprehensive income (loss) to include foreign currency translation adjustments. |
NOTE 2 - SUMMARY OF SIGNIFIC_10
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Foreign Currency Translation (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Policies | |
Foreign Currency Translation | Foreign Currency Translation The Company translates the foreign currency consolidated The consolidated The cumulative translation adjustment is included in the accumulated other comprehensive gain (loss) within stockholders’ equity (deficit). Foreign currency transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the consolidated results of operations. The exchange rates used to translate amounts in HKD and MOP into US Dollars for the purposes of preparing the consolidated financial statements were as follows: December 31, 2021 December 31, 2020 Exchange rate on balance sheet dates USD : HKD exchange rate 7.7992 7.7536 USD : MOP exchange rate 8.0332 N/A Year ended December 31, 2021 Year Ended December 31, 2020 Average exchange rate for the period USD : HKD exchange rate 7.7838 7.7561 USD : MOP exchange rate 8.0173 N/A |
NOTE 2 - SUMMARY OF SIGNIFIC_11
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Property, plant and equipment (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Policies | |
Property, plant and equipment | Property, plant and equipment The estimated useful lives of property, plant and equipment are as follows: Office equipment 3-5 years Furniture and fixtures 3-5 years Vehicles 4 years The Company evaluates the carrying value of items of property, plant and equipment to be held and used whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The carrying value of an item of property, plant and equipment is considered impaired when the projected undiscounted future cash flows related to the asset are less than its carrying value. The Company measures impairment based on the amount by which the carrying value of the respective asset exceeds its fair value. Fair value is determined |
NOTE 2 - SUMMARY OF SIGNIFIC_12
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Intangible assets (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Policies | |
Intangible assets | Intangible assets Purchased intangible assets are recognized and measured at fair value upon acquisition. Separately identifiable intangible assets that have determinable lives continue to be amortized over their estimated useful lives using the straight-line method based on their estimated useful lives as follows: Software 1-10 years The Company reviews intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. |
NOTE 2 - SUMMARY OF SIGNIFIC_13
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Trade receivables (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Policies | |
Trade receivables | Trade receivables Trade receivables are recorded at the invoiced amount and do not bear interest. The Company extends unsecured credit to its customers in the ordinary course of business but mitigates the associated risks by performing credit checks and actively pursuing past due accounts. An allowance for doubtful accounts is established and recorded based on management’s assessment of potential losses based on the credit history and relationships with the customers. Management reviews its receivables on a regular basis to determine if bad debt allowance is adequate, and adjusts the allowance when necessary. Delinquent account balances are written-off against allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. The Company considered the amounts of receivables in dispute and believes an allowance for these receivables were not necessary as of December 31, 2021 and 2020. |
NOTE 2 - SUMMARY OF SIGNIFIC_14
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Fair Value Measurements (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Policies | |
Fair Value Measurements | Fair Value Measurements ASC Topic 820 defines fair value, establishes a framework for measuring fair value and enhances disclosure requirements for fair value measurements. This topic does not require any new fair value measurements. ASC Topic 820 defines fair value as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, ASC Topic 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 — Other inputs that is directly or indirectly observable in the marketplace. Level 3 — Unobservable inputs which are supported by little or no market activity. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. |
NOTE 2 - SUMMARY OF SIGNIFIC_15
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Earnings (Loss) Per Share (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Policies | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Earnings Per Share (‘EPS”) is computed by dividing net income available to common stockholders by the weighted average number of common stock shares outstanding during the year. Diluted EPS is computed by dividing net income available to common stockholders by the weighted average number of common stock shares outstanding during the year plus potential dilutive instruments such as stock options and warrants. The effect of stock options on diluted EPS is determined through the application of the treasury stock method, whereby proceeds received by the Company based on assumed exercises are hypothetically used to repurchase the Company's common stock at the average market price during the period. The Company has no stock options, warrants or other potentially dilutive instruments outstanding at December 31, 2021 and 2020. |
NOTE 2 - SUMMARY OF SIGNIFIC_16
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Investment in Unconsolidated Joint Ventures (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Policies | |
Investment in Unconsolidated Joint Ventures | Investment in Unconsolidated Joint Ventures The Company entered into a JV agreement with an independent third party, to form a JV company. The joint venture agreement provides the Company with only the rights to the assets and obligation for the liabilities of the joint arrangement resting primarily with the JV. In adopting ASC Topic 323, Investments - Equity Method and Joint Ventures (Topic 323), the Company’s investment in joint venture is accounted for using the equity method. |
NOTE 2 - SUMMARY OF SIGNIFIC_17
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Inventories (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Policies | |
Inventories | Inventories Inventories are carried at the lower of cost and net realizable value, as determined using the weighted average cost method. Management compares the cost of inventories with the net realizable value and if applicable, an allowance is made for writing down the inventory to its net realizable value, if lower than cost. On an ongoing basis, inventories are reviewed for potential write-down for estimated obsolescence or unmarketable inventories which equals the difference between the costs of inventories and the estimated net realizable value based upon forecasts for future demand and market conditions. When inventories are written-down to the lower of cost or net realizable value, it is not marked up subsequently based on changes in underlying facts and circumstances. The Company entered into a purchase agreement with JV company and through their platform to purchase of gold. In adopting ASC Topic 330, Inventory, it permits certain inventories such as precious metals, agricultural and mineral inventories to be stated above cost in exceptional cases. We believe that because our business model is to trade gold and held in short-term, market value is a more useful and relevant measurement than lower of cost or market value. |
NOTE 2 - SUMMARY OF SIGNIFIC_18
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Goodwill (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Policies | |
Goodwill | Goodwill Goodwill is recorded as the difference between the aggregate consideration paid for in a business combination and the fair value of the acquired net tangible and intangible assets acquired. The Company evaluates goodwill for impairment on an annual basis in the fourth quarter or more frequently if indicators of impairment exist that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. Based on that qualitative assessment, if it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company conducts a quantitative goodwill impairment test, which involves comparing the estimated fair value of the reporting unit with its carrying value, including goodwill. The Company estimates the fair value of a reporting unit using a combination of the income and market approach. If the carrying value of the reporting unit exceeds its estimated fair value, an impairment loss is recorded for the difference. |
NOTE 2 - SUMMARY OF SIGNIFIC_19
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Non-controlling interest (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Policies | |
Non-controlling interest | Non-controlling interest Non-controlling interests represent the equity interests in the subsidiaries that are not attributable, either directly or indirectly, to the Company. |
NOTE 2 - SUMMARY OF SIGNIFIC_20
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Lease liabilities (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Policies | |
Lease liabilities | Lease liabilities In adopting ASC Topic 842, Leases (Topic 842), the Company has elected the ‘package of practical expedients’, which permit it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter is not applicable to the Company. In addition, the Company elected not to apply ASC Topic 842 to arrangements with lease terms of 12 month or less. In determining the length of the lease term to its long-term lease, the Company determined it did not have an option to extend either lease. |
NOTE 2 - SUMMARY OF SIGNIFIC_21
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Recent Accounting Pronouncements (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Policies | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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. In August 2020, the FASB issued ASU No. 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, which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021, with early adoption permitted. The Company is currently evaluating the impact of this standard on its financial statements and related disclosures. In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04"). The amendments in this update provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this ASU apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate that is expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The amendments in this ASU are effective for all entities as of March 12, 2020 through December 31, 2022. The Company did not modify any material contracts due to reference rate reform during fiscal 2020. The Company will continue to evaluate the impact this guidance will have on financial statements for all future transactions affected by reference rate reform during the time permitted. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12"). The FASB issued this update as part of its initiative to reduce complexity in accounting standards. The amendments in this ASU simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and also improve consistent application of other areas by clarifying and amending existing guidance. ASU 2019-12 is effective for the Company in fiscal 2022 and early adoption is permitted. Certain amendments of this ASU may be adopted on a retrospective basis, modified retrospective basis or prospective basis. The Company is currently evaluating the impact this guidance will have on its financial statements. In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments, which establishes ASC 326, Financial Instruments - Credit Losses. The ASU revises the measurement of credit losses for financial assets measured at amortized cost from an incurred loss methodology to an expected loss methodology. The ASU affects trade receivables, debt securities, net investment in leases, and most other financial assets that represent a right to receive cash. Additional disclosures about significant estimates and credit quality are also required. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses. This ASU clarifies that receivables from operating leases are accounted for using the lease guidance and not as financial instruments. In May 2019, the FASB issued ASU No. 2019-05, Targeted Transition Relief, which amends ASC 326. This ASU provides an option to irrevocably elect to measure certain individual financial assets at fair value instead of amortized cost. The Company is currently evaluating the impact this guidance will have on its financial statements. The adoption of this standard did not have a material impact on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans ("ASU 2018-14"), which updates the standard to remove disclosures that no longer are considered cost beneficial, clarifies the specific requirements of disclosures, and adds disclosure requirements identified as relevant. The Company is currently evaluating the impact of adoption of this new standard and does not believe that the adoption of this ASU will have a significant impact on its financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases, which provides narrow amendments to clarify how to apply certain aspects of the new lease standard, and ASU 2018-11, Leases (Topic 842): Targeted Improvements, which addressed implementation issues related to the new lease standard. These and certain other lease-related ASUs have generally been codified in ASC 842, Leases (“ASC 842”). ASC 842 supersedes the lease accounting requirements in ASC 840, Leases (“ASC 840”). ASC 842 establishes a right-of-use model that requires a lessee to record a right-of-use (“ROU”) asset and a lease liability on the balance sheet for all leases. Under ASC 842, leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The standard also requires disclosures around the amount, timing and uncertainty of cash flows arising from leases. The Company adopted the new standard since January 1, 2019. Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption. |
NOTE 2 - SUMMARY OF SIGNIFIC_22
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Foreign Currency Translation: Schedule of Exchange Rates used for preparing the consolidated financial statements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Tables/Schedules | |
Schedule of Exchange Rates used for preparing the consolidated financial statements | December 31, 2021 December 31, 2020 Exchange rate on balance sheet dates USD : HKD exchange rate 7.7992 7.7536 USD : MOP exchange rate 8.0332 N/A Year ended December 31, 2021 Year Ended December 31, 2020 Average exchange rate for the period USD : HKD exchange rate 7.7838 7.7561 USD : MOP exchange rate 8.0173 N/A |
NOTE 2 - SUMMARY OF SIGNIFIC_23
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Property, plant and equipment: Schedule of Property, plant and equipment Useful Lives (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Tables/Schedules | |
Schedule of Property, plant and equipment Useful Lives | The estimated useful lives of property, plant and equipment are as follows: Office equipment 3-5 years Furniture and fixtures 3-5 years Vehicles 4 years |
NOTE 4 - PROPERTY, PLANT AND _2
NOTE 4 - PROPERTY, PLANT AND EQUIPMENT: Schedule of Property and Equipment (March 31, 2019 Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Tables/Schedules | |
Schedule of Property and Equipment (March 31, 2019 Unaudited) | December 31, December 31, 2021 2020 Office furniture and fixtures $ 55,369 $ 679 Office equipment 137,118 9,968 Vehicles - 165,267 Less: accumulated depreciation (115,481 ) (175,060 ) Property, plant and equipment, net $ 77,006 $ 854 |
NOTE 5 - INTANGIBLE ASSETS (Tab
NOTE 5 - INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Tables/Schedules | |
December 31, December 31, 2021 2020 Software $ 1,940,614 $ - Less: accumulated amortization (714,613 ) - Intangible assets, net $ 1,226,001 $ - |
NOTE 6 - GOODWILL_ Schedule of
NOTE 6 - GOODWILL: Schedule of Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Tables/Schedules | |
Schedule of Goodwill | December 31, 2021 December 31, 2020 Goodwill $ 71,664,639 $ - Less accumulated impairment losses - - Balance at end of period $ 71,664,639 $ - |
NOTE 7 - RIGHT TO USE ASSETS _2
NOTE 7 - RIGHT TO USE ASSETS AND LEASE LIABILITY: Schedule of Right to Use Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Tables/Schedules | |
Schedule of Right to Use Assets | December 31, 2021 December 31, 2020 New York $ - $ 62,322 Macao and Zhuhai 1,175,932 - Hong Kong 98,331 98,331 Subtotal 1,274,263 160,653 Less accumulated depreciation (687,341 ) (109,867 ) Right to use assets, net $ 586,922 $ 50,786 |
NOTE 7 - RIGHT TO USE ASSETS _3
NOTE 7 - RIGHT TO USE ASSETS AND LEASE LIABILITY: Schedule of Lease Liability (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Tables/Schedules | |
Schedule of Lease Liability | December 31, 2021 December 31, 2020 Macao and Zhuhai $ 586,922 $ - Hong Kong - 50,786 Total lease liability 586,922 50,786 Less: short term portion (400,009) (50,786 ) Long term portion $ 186,913 $ - |
NOTE 7 - RIGHT TO USE ASSETS _4
NOTE 7 - RIGHT TO USE ASSETS AND LEASE LIABILITY: Schedule of Maturity Analysis under the Lease Agreements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Tables/Schedules | |
Schedule of Maturity Analysis under the Lease Agreements | Year ended December 31, 2021 and 2020 $ 627,609 $ 53,014 Less: Present value discount (40,687) (2,228 ) Lease liability $ 586,922 $ 50,786 |
NOTE 7 - RIGHT TO USE ASSETS _5
NOTE 7 - RIGHT TO USE ASSETS AND LEASE LIABILITY: Schedule of Lease Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Tables/Schedules | |
Schedule of Lease Expenses | Operating lease expense $ 67,014 Short-term lease expense 23,272 $ 90,286 |
NOTE 14 - LOSS PER SHARE_ Sched
NOTE 14 - LOSS PER SHARE: Schedule of Computation of basic and diluted loss per common share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Tables/Schedules | |
Schedule of Computation of basic and diluted loss per common share | For the Years Ended December 31, 2021 2020 Numerator - basic and diluted Net loss $ (967,685) $ (461,519) Denominator Weighted average number of common shares outstanding —basic and diluted 184,177,222 114,915,852 Loss per common share — basic and diluted $ (0.005) $ (0.004) |
NOTE 15 - INCOME TAXES_ Schedul
NOTE 15 - INCOME TAXES: Schedule of Deferred Tax Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Tables/Schedules | |
Schedule of Deferred Tax Assets and Liabilities | Deferred Tax Assets: December 31, 2021 December 31, 2020 Net operating loss carryforward $ (988,081) $ (461,519) Inventory obsolescence - - Total deferred tax assets (988,081) (461,519) Valuation allowance 988,081 461,519 Net deferred tax assets $ - $ - |
NOTE 15 - INCOME TAXES_ Sched_2
NOTE 15 - INCOME TAXES: Schedule of Components of Income Tax Expense (Benefit) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Tables/Schedules | |
Schedule of Components of Income Tax Expense (Benefit) | Rate Reconciliation: December 31, 2021 December 31, 2020 Book losses (worldwide) at federal statutory rate (21%) $ 46,826 $ 25,772 Hong Kong Profit Tax rate (16.5%) 12,595 27,951 PRC Tax rate (25%) (103,045) - Change in valuation allowance 43,624 (53,723) Net expense (benefit) $ - $ - |
NOTE 16 - JOINT VENTURE_ Summar
NOTE 16 - JOINT VENTURE: Summarized financial information for joint venture - Balance Sheets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Tables/Schedules | |
Summarized financial information for joint venture - Balance Sheets | Balance Sheets: December 31, 2021 December 31, 2020 Property, plant and equipment, net $ 3,676 $ 4,797 Other receivables and prepaid 8,920 8,938 Inventory 4,181,874 496,015 Cash and cash equivalents 1,379,175 402,880 Total assets 5,573,645 912,630 Other payable (4,265,052 ) (3,286,343 ) Customer deposits and other (4,885,447 ) (627,966 ) Total liabilities (9,150,499 ) (3,914,309 ) Net liabilities $ (3,576,854 ) $ (3,001,679 ) |
NOTE 16 - JOINT VENTURE_ Summ_2
NOTE 16 - JOINT VENTURE: Summarized financial information for joint venture - Statement of Operations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Tables/Schedules | |
Summarized financial information for joint venture - Statement of Operations | Statement of Operations: December 31, December 31, 2021 2020 Revenue $ 8,532,963 $ 430,423 Cost of sale (8,253,515) (314,009) Gross profit 279,448 116,414 Operating expense (695,248 ) (1,069,664 ) Net loss from operations (415,800 ) (953,250 ) Other income (expense): Interest (expense) income, net (178,096 ) (122,638) Net loss $ (593,896 ) $ (1,075,888 ) |
NOTE 1 - ORGANIZATION AND PRI_2
NOTE 1 - ORGANIZATION AND PRINCIPAL ACTIVITIES (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Details | |
Entity Incorporation, State or Country Code | UT |
Entity Incorporation, Date of Incorporation | May 30, 2001 |
NOTE 2 - SUMMARY OF SIGNIFIC_24
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Concentration of Credit Risk (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Details | ||
Deposits in foreign bank accounts not subject to FDIC coverage | $ 4,899,488 | $ 0 |
NOTE 2 - SUMMARY OF SIGNIFIC_25
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Property, plant and equipment: Schedule of Property, plant and equipment Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Office Equipment | |
The estimated useful lives of property, plant and equipment are as follows | 3 years |
Furniture and Fixtures | |
The estimated useful lives of property, plant and equipment are as follows | 3 years |
Vehicles | |
The estimated useful lives of property, plant and equipment are as follows | 4 years |
NOTE 3 - GOING CONCERN (Details
NOTE 3 - GOING CONCERN (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Details | ||
Net loss | $ (967,685) | $ (461,519) |
Accumulated deficit | $ (10,268,776) | $ (9,301,091) |
NOTE 4 - PROPERTY, PLANT AND _3
NOTE 4 - PROPERTY, PLANT AND EQUIPMENT: Schedule of Property and Equipment (March 31, 2019 Unaudited) (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Details | ||
Office furniture and fixtures | $ 55,369 | $ 679 |
Office equipment | 137,118 | 9,968 |
Vehicles | 0 | 165,267 |
Less: accumulated depreciation | (115,481) | (175,060) |
Property, plant and equipment, net | $ 77,006 | $ 854 |
NOTE 4 - PROPERTY, PLANT AND _4
NOTE 4 - PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Details | ||
Depreciation | $ 10,916 | $ 980 |
NOTE 5 - INTANGIBLE ASSETS (Det
NOTE 5 - INTANGIBLE ASSETS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Details | ||
Software | $ 1,940,614 | $ 0 |
Less: accumulated amortization | (714,613) | 0 |
Intangible assets, net | 1,226,001 | 0 |
Amortization of Intangible Assets | $ 56,705 | $ 0 |
NOTE 6 - GOODWILL_ Schedule o_2
NOTE 6 - GOODWILL: Schedule of Goodwill (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Details | ||
Goodwill | $ 71,664,639 | $ 0 |
Less accumulated impairment losses | 0 | 0 |
Goodwill | $ 71,664,639 | $ 0 |
NOTE 7 - RIGHT TO USE ASSETS _6
NOTE 7 - RIGHT TO USE ASSETS AND LEASE LIABILITY: Schedule of Right to Use Assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Details | ||
Right to use assets - New York | $ 0 | $ 62,322 |
Right to use assets - Macao and Zhuhai | 1,175,932 | 0 |
Right to use assets - Hong Kong | 98,331 | 98,331 |
Right to use assets - Subtotal | 1,274,263 | 160,653 |
Right to use assets - Less accumulated depreciation | (687,341) | (109,867) |
Right to use assets, net | $ 586,922 | $ 50,786 |
NOTE 7 - RIGHT TO USE ASSETS _7
NOTE 7 - RIGHT TO USE ASSETS AND LEASE LIABILITY (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Details | ||
Recorded lease expense | $ 169,426 | $ 47,545 |
NOTE 7 - RIGHT TO USE ASSETS _8
NOTE 7 - RIGHT TO USE ASSETS AND LEASE LIABILITY: Schedule of Lease Liability (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Details | ||
Lease Liability - Macao and Zhuhai | $ 586,922 | $ 0 |
Lease Liability - Hong Kong | 0 | 50,786 |
Total lease liability | 586,922 | 50,786 |
Lease Liability - Less: short term portion | (400,009) | (50,786) |
Lease Liability - Long term portion | $ 186,913 | $ 0 |
NOTE 7 - RIGHT TO USE ASSETS _9
NOTE 7 - RIGHT TO USE ASSETS AND LEASE LIABILITY: Schedule of Maturity Analysis under the Lease Agreements (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Details | ||
Lease Liability - Year ended December 31, 2020 | $ 627,609 | $ 53,014 |
Lease Liability - Less: Present value discount | (40,687) | (2,228) |
Lease liability | $ 586,922 | $ 50,786 |
NOTE 7 - RIGHT TO USE ASSETS_10
NOTE 7 - RIGHT TO USE ASSETS AND LEASE LIABILITY: Schedule of Lease Expenses (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Details | |
Operating lease expense | $ 67,014 |
Short-term lease expense | 23,272 |
Operating Leases, Rent Expense | $ 90,286 |
NOTE 9 - INVENTORIES (Details)
NOTE 9 - INVENTORIES (Details) | Dec. 31, 2021USD ($) |
Details | |
Inventories for gold | $ 522 |
NOTE 10 - NOTE PAYABLE (Details
NOTE 10 - NOTE PAYABLE (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
In May 2018 | |
Debt Instrument, Issuer | Company |
Debt Instrument, Collateral | unsecured |
Debt Instrument, Description | note payable |
Debt Instrument, Face Amount | $ 35,000 |
Debt Instrument, Interest Rate, Stated Percentage | 5.00% |
Debt Instrument, Payment Terms | payable monthly |
Debt Instrument, Maturity Date | Jul. 1, 2019 |
In November 2018 | |
Debt Instrument, Issuer | Company |
Debt Instrument, Collateral | unsecured |
Debt Instrument, Description | note payable |
Debt Instrument, Face Amount | $ 65,000 |
Debt Instrument, Interest Rate, Stated Percentage | 5.00% |
Debt Instrument, Payment Terms | payable monthly |
Debt Instrument, Maturity Date | Nov. 18, 2020 |
In July 2019 | |
Debt Instrument, Issuer | Company |
Debt Instrument, Collateral | unsecured |
Debt Instrument, Description | note payable |
Debt Instrument, Face Amount | $ 123,000 |
Debt Instrument, Interest Rate, Stated Percentage | 5.00% |
Debt Instrument, Payment Terms | payable monthly |
Debt Instrument, Maturity Date | Jul. 9, 2021 |
In November 2020 | |
Debt Instrument, Issuer | Company |
Debt Instrument, Collateral | unsecured |
Debt Instrument, Description | note payable |
Debt Instrument, Face Amount | $ 110,936 |
Debt Instrument, Interest Rate, Stated Percentage | 5.00% |
Debt Instrument, Maturity Date | Dec. 31, 2022 |
NOTE 13 - CAPITAL STOCK (Detail
NOTE 13 - CAPITAL STOCK (Details) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Details | ||
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 25,000,000 | 25,000,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares, Outstanding | 263,337,500 | 114,915,852 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
NOTE 14 - LOSS PER SHARE_ Sch_2
NOTE 14 - LOSS PER SHARE: Schedule of Computation of basic and diluted loss per common share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Details | ||
NET LOSS | $ (967,685) | $ (461,519) |
Weighted average common shares outstanding, basic and diluted | 184,177,222 | 114,915,852 |
Net loss per common share, basic and diluted | $ (0.005) | $ (0.004) |
NOTE 15 - INCOME TAXES_ Sched_3
NOTE 15 - INCOME TAXES: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Details | ||
Net operating loss carryforward | $ (988,081) | $ (461,519) |
Inventory obsolescence | 0 | 0 |
Total deferred tax assets | (988,081) | (461,519) |
Valuation allowance | 988,081 | 461,519 |
Net deferred tax assets | $ 0 | $ 0 |
NOTE 15 - INCOME TAXES_ Sched_4
NOTE 15 - INCOME TAXES: Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Details | ||
Book losses (worldwide) at federal statutory rate (21%) | $ 46,826 | $ 25,772 |
Hong Kong Profit Tax rate (16.5%) | 12,595 | 27,951 |
PRC Tax rate (25%) | (103,045) | 0 |
Change in valuation allowance | 43,624 | (53,723) |
Net expense (benefit) | $ 0 | $ 0 |
NOTE 16 - JOINT VENTURE_ Summ_3
NOTE 16 - JOINT VENTURE: Summarized financial information for joint venture - Balance Sheets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Details | ||
Joint Venture - Property, plant and equipment, net | $ 3,676 | $ 4,797 |
Joint Venture - Other receivables and prepaid | 8,920 | 8,938 |
Joint Venture - Inventory | 4,181,874 | 496,015 |
Joint Venture - Cash and cash equivalents | 1,379,175 | 402,880 |
Joint Venture - Total assets | 5,573,645 | 912,630 |
Joint Venture - Other payable | (4,265,052) | (3,286,343) |
Joint Venture - Customer deposit | (4,885,447) | (627,966) |
Joint Venture - Total liabilities | (9,150,499) | (3,914,309) |
Joint Venture - Net liabilities | $ (3,576,854) | $ (3,001,679) |
NOTE 16 - JOINT VENTURE_ Summ_4
NOTE 16 - JOINT VENTURE: Summarized financial information for joint venture - Statement of Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Details | ||
Joint Venture - Revenue | $ 8,532,963 | $ 430,423 |
Joint Venture - Cost of sale | (8,253,515) | (314,009) |
Joint Venture - Gross profit | 279,448 | 116,414 |
Joint Venture - Operating expense | (695,248) | (1,069,664) |
Joint Venture - Net loss from operations | (415,800) | (953,250) |
Joint Venture - Interest (expense) income, net | (178,096) | (122,638) |
Joint Venture - Net loss | $ (593,896) | $ (1,075,888) |
NOTE 17 - COMMITMENTS AND CON_2
NOTE 17 - COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Details | ||
Capital Commitment Amount | $ 0 | $ 0 |
Outstanding claim and litigation | $ 0 |