Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2019shares | |
Document and Entity Information [Abstract] | |
Document Type | 20-F |
Document Registration Statement | false |
Document Period End Date | Dec. 31, 2019 |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Entity Registrant Name | Mercurity Fintech Holding Inc. |
Entity Common Stock, Shares Outstanding | 2,108,869,528 |
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 Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Shell Company | false |
Entity Central Index Key | 0001527762 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2019 |
Document Fiscal Period Focus | FY |
Amendment Flag | false |
Trading Symbol | MFH |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | |||
Cash and cash equivalents | $ 435,211 | $ 1,191 | $ 19,740 |
Accounts receivable, no allowance provided for the years ended December 31, 2017, 2018 and 2019 | 1,648,000 | 0 | 0 |
Prepaid expenses and other current assets, net | 7,707 | 0 | 164,455 |
Amounts due from related parties | 42,857 | 0 | 0 |
Current assets of discontinued operations | 0 | 4,617,566 | 11,902,357 |
Total current assets | 2,133,775 | 4,618,757 | 12,086,552 |
Non-current assets: | |||
Acquired intangible assets, net | 1,208,340 | ||
Intangible assets, net | 1,208,340 | 0 | 0 |
Goodwill | 5,529,178 | 0 | 0 |
Deferred tax assets | 0 | 0 | 0 |
Non-current assets of discontinued operations | 0 | 406,021 | 122,086,598 |
Total non-current assets | 6,737,518 | 406,021 | 122,086,598 |
TOTAL ASSETS | 8,871,293 | 5,024,778 | 134,173,150 |
Current liabilities: | |||
Accrued expenses and other current liabilities (including accrued expenses and other current liabilities of VIE without recourse to the Company of $nil, $nil and $70,781 as of December 31, 2017, 2018 and 2019, respectively) | 836,552 | 897,098 | 326,535 |
Current liabilities of discontinued operations | 0 | 19,392,101 | 20,510,351 |
Total current liabilities | 836,552 | 20,289,199 | 20,836,886 |
Non-current liabilities: | |||
Other non-current liabilities (including other non-current liabilities of VIE without recourse to the Company of $nil, $nil and $nil as of December 31, 2017, 2018 and 2019, respectively) | 0 | 29,540 | 147,700 |
Deferred tax liabilities (including deferred tax liabilities of the VIE without recourse to the Company of $nil, $nil and $nil as of December 31, 2017, 2018 and 2019, respectively) | 0 | 0 | 0 |
Non-current liabilities of discontinued operations | 0 | 6,892,316 | 9,638,705 |
Total non-current liabilities | 0 | 6,921,856 | 9,786,405 |
TOTAL LIABILITIES | 836,552 | 27,211,055 | 30,623,291 |
Commitments and contingencies | |||
Shareholders' equity: | |||
Ordinary shares ($0.00001 par value; 5,000,000,000 shares authorized as of December 31, 2017, 2018 and 2019, and 1,476,208,670, 1,476,208,670 and 2,108,869,528 shares issued and outstanding as of December 31, 2017 and 2018 and 2019) | 21,096 | 14,768 | 14,766 |
Additional paid-in capital | 645,330,800 | 634,016,215 | 634,070,842 |
Accumulated deficit | (638,368,341) | (637,143,041) | (513,903,256) |
Accumulated other comprehensive (loss)/income | 1,051,186 | (19,074,219) | (16,632,493) |
Total shareholders' (deficit)/equity | 8,034,741 | (22,186,277) | 103,549,859 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 8,871,293 | $ 5,024,778 | $ 134,173,150 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Accounts receivable | $ 0 | $ 0 | $ 0 |
Accrued expenses and other current liabilities | 836,552 | 897,098 | 326,535 |
Other non-current liabilities | 0 | 29,540 | 147,700 |
Deferred tax liabilities | $ 0 | $ 0 | $ 0 |
Ordinary shares, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 |
Ordinary shares, shares authorized | 5,000,000,000 | 5,000,000,000 | 5,000,000,000 |
Ordinary shares, shares issued | 2,108,869,528 | 1,476,208,670 | 1,476,208,670 |
Ordinary shares, shares outstanding | 2,108,869,528 | 1,476,208,670 | 1,476,208,670 |
VIEs [Member] | |||
Accrued expenses and other current liabilities | $ 70,781 | $ 0 | $ 0 |
Other non-current liabilities | 0 | 0 | 0 |
Deferred tax liabilities | $ 0 | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Total revenues | $ 1,738,000 | $ 0 | $ 0 |
Cost of revenues | (257,023) | 0 | 0 |
Gross profit | 1,480,977 | 0 | 0 |
Operating expenses: | |||
General and administrative | (1,025,145) | (1,808,776) | (1,440,476) |
Impairment loss | 0 | (105,818,351) | (127,252,810) |
Total operating expenses | (1,025,145) | (1,808,776) | (1,440,476) |
(Loss)/income from operations | 455,832 | (1,808,776) | (1,440,476) |
Interest income, net | 279 | 29 | 0 |
Other income, net | 26,859 | 0 | 0 |
(Loss)/income before provision for income taxes | 482,970 | (1,808,747) | (1,440,476) |
Income tax benefits | 0 | 0 | 0 |
Net (loss)/income from continuing operations | 482,970 | (1,808,747) | (1,440,476) |
Discontinued operations: | |||
Loss from discontinuing operations attributable to owners of the Company | (1,708,270) | (121,431,038) | (160,458,503) |
Net loss | (1,225,300) | (123,239,785) | (161,898,979) |
Net loss attributable to holders of ordinary shares of Mercurity Fintech Holding Inc. | $ (1,225,300) | $ (123,239,785) | $ (161,898,979) |
Net loss per ordinary share | |||
Basic | $ 0 | $ (0.08) | $ (0.11) |
Diluted | 0 | (0.08) | (0.11) |
Net loss per ordinary share from continuing operations | |||
Basic | 0 | 0 | 0 |
Diluted | 0 | 0 | 0 |
Net (loss) income per ordinary share from discontinued operations | |||
Basic | 0 | (0.08) | (0.11) |
Diluted | $ 0 | $ (0.08) | $ (0.11) |
Basic | |||
Continuing operations | 1,723,033,130 | 1,476,801,177 | 1,476,144,194 |
Discontinued operations | 1,723,033,130 | 1,476,801,177 | 1,476,144,194 |
Diluted | |||
Continuing operations | 1,723,033,130 | 1,476,801,177 | 1,476,144,194 |
Discontinued operations | 1,723,033,130 | 1,476,801,177 | 1,476,144,194 |
Third parties [Member] | |||
Total revenues | $ 1,738,000 | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | |||
Net loss | $ (1,225,300) | $ (123,239,785) | $ (161,898,979) |
Other comprehensive (loss)/income, net of tax of $nil: | |||
Change in cumulative foreign currency translation adjustment | (166,607) | (2,441,726) | 15,975,288 |
Comprehensive loss | $ (1,391,907) | $ (125,681,511) | $ (145,923,691) |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Parenthetical) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | |||
Other comprehensive loss, tax | $ 0 | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) | Ordinary shares [Member] | Additional paid-in capital [Member] | Subscription receivable [Member] | Accumulated deficit [Member] | Accumulated other comprehensive loss [Member] | Total Mercurity Fintech Holding Inc. shareholders' equity [Member] | Noncontrolling interests [Member] | Total |
Beginning Balance at Dec. 31, 2016 | $ 14,756 | $ 632,994,514 | $ 0 | $ (352,004,277) | $ (32,607,781) | $ 248,397,212 | $ 0 | $ 248,397,212 |
Beginning Balance (in shares) at Dec. 31, 2016 | 1,476,208,670 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Share options exercised (Note 12) | $ 10 | 8,542 | 0 | 0 | 0 | 8,552 | 0 | 8,552 |
Share options exercised (Note 12) (Shares) | 1,042,002 | |||||||
Share-based compensation (Note 14) | $ 0 | 1,067,786 | 0 | 0 | 0 | 1,067,786 | 0 | 1,067,786 |
Net loss | 0 | 0 | 0 | (161,898,979) | 0 | (161,898,979) | 0 | (161,898,979) |
Other comprehensive income (loss) | 0 | 0 | 0 | 0 | 15,975,288 | 15,975,288 | 0 | 15,975,288 |
Settlement of share options exercised with shares held by depository bank (Note 12) | $ 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Settlement of share options exercised with shares held by depository bank (Note 12), (Shares) | (1,042,002) | |||||||
Ending Balance at Dec. 31, 2017 | $ 14,766 | 634,070,842 | 0 | (513,903,256) | (16,632,493) | 103,549,859 | 0 | $ 103,549,859 |
Ending Balance (in shares) at Dec. 31, 2017 | 1,476,208,670 | 1,476,208,670 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Share options exercised (Note 12) | $ 2 | 2,078 | 0 | 0 | 0 | 2,080 | 0 | $ 2,080 |
Share options exercised (Note 12) (Shares) | 207,972 | |||||||
Share-based compensation (Note 14) | $ 0 | (56,705) | 0 | 0 | 0 | (56,705) | 0 | (56,705) |
Net loss | 0 | 0 | 0 | (123,239,785) | 0 | (123,239,785) | 0 | (123,239,785) |
Other comprehensive income (loss) | 0 | 0 | 0 | 0 | (2,441,726) | (2,441,726) | 0 | (2,441,726) |
Settlement of share options exercised with shares held by depository bank (Note 12) | $ 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Settlement of share options exercised with shares held by depository bank (Note 12), (Shares) | (207,972) | |||||||
Ending Balance at Dec. 31, 2018 | $ 14,768 | 634,016,215 | 0 | (637,143,041) | (19,074,219) | (22,186,277) | 0 | $ (22,186,277) |
Ending Balance (in shares) at Dec. 31, 2018 | 1,476,208,670 | 1,476,208,670 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Share options exercised (Note 12) | $ 1 | 0 | 0 | 0 | 0 | 1 | 0 | $ 1 |
Share options exercised (Note 12) (Shares) | 56,028 | |||||||
Share-based compensation (Note 14) | $ 0 | (53,967) | 0 | 0 | 0 | (53,967) | 0 | (53,967) |
Issuance of shares as a consideration for acquisition | $ 6,327 | 6,847,499 | 0 | 0 | 0 | 6,853,826 | 0 | 6,853,826 |
Issuance of shares as a consideration for acquisition (Shares) | 632,660,858 | |||||||
Disposal of subsidiaries and VIEs | $ 0 | 4,521,053 | 0 | 0 | 20,292,012 | 24,813,065 | 0 | 24,813,065 |
Net loss | 0 | 0 | 0 | (1,225,300) | 0 | (1,225,300) | 0 | (1,225,300) |
Other comprehensive income (loss) | 0 | 0 | 0 | 0 | (166,607) | (166,607) | 0 | (166,607) |
Settlement of share options exercised with shares held by depository bank (Note 12) | $ 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Settlement of share options exercised with shares held by depository bank (Note 12), (Shares) | (56,028) | |||||||
Ending Balance at Dec. 31, 2019 | $ 21,096 | $ 645,330,800 | $ 0 | $ (638,368,341) | $ 1,051,186 | $ 8,034,741 | $ 0 | $ 8,034,741 |
Ending Balance (in shares) at Dec. 31, 2019 | 2,108,869,528 | 2,108,869,528 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | |||
Net loss | $ (1,225,300) | $ (123,239,785) | $ (161,898,979) |
Less: Net loss from discontinued operations | (1,708,270) | (121,431,038) | (160,458,503) |
Net (loss)/income from continuing operations | 482,970 | (1,808,747) | (1,440,476) |
Adjustments to reconcile net (loss)/income to net cash used in operating activities: | |||
Provision for doubtful other receivables | 0 | 166,535 | 0 |
Gain on disposal of intangible assets | (8,340) | 0 | 0 |
Impairment loss | 0 | 105,818,351 | 127,252,810 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (1,648,000) | 0 | 0 |
Prepaid expenses and other current assets | 197,324 | 0 | 499,999 |
Accrued expenses and other current liabilities | 79,788 | 570,562 | 147,503 |
Other non-current liabilities | (29,540) | (118,160) | (118,160) |
Net cash used in continuing operations | (925,798) | (1,189,810) | (911,134) |
Net cash (used in)/provided by discontinued operations | 281,177 | (3,141,380) | (8,962,614) |
Net cash used in operating activities | (644,621) | (4,331,190) | (9,873,748) |
Cash flows from investing activities: | |||
Proceeds from disposal of subsidiaries, VIE and VIE's subsidiaries, net of cash disposed | 516,930 | 0 | 0 |
Cash acquired from acquisition of subsidiary and VIE | 71,409 | 0 | 0 |
Net cash provided by continuing operations | 588,339 | 0 | 0 |
Net cash used in discontinued operations | 0 | (13,064) | (741,079) |
Net cash (used in)/provided by investing activities | 588,339 | (13,064) | (741,079) |
Cash flows from financing activities: | |||
Net cash provided by continuing operations | 0 | 0 | 0 |
Net cash provided by discontinued operations | 0 | 1,686,123 | 12,642,573 |
Net cash provided by financing activities | 0 | 1,686,123 | 12,642,573 |
Effect of exchange rate changes | 134,820 | (1,897,366) | 279,538 |
Increase/(decrease) in cash and cash equivalents | 78,538 | (4,555,497) | 2,307,284 |
Cash and cash equivalents, beginning of the year | 356,673 | 4,912,170 | 2,604,886 |
Cash and cash equivalents, end of the year | 435,211 | 356,673 | 4,912,170 |
Supplement disclosure of cash flow information: | |||
Interest paid | $ 210,752 | $ 354,830 | $ 154,295 |
ORGANIZATION AND PRINCIPAL ACTI
ORGANIZATION AND PRINCIPAL ACTIVITIES | 12 Months Ended |
Dec. 31, 2019 | |
ORGANIZATION AND PRINCIPAL ACTIVITIES | |
ORGANIZATION AND PRINCIPAL ACTIVITIES | 1. ORGANIZATION AND PRINCIPAL ACTIVITIES Mercurity Fintech Holding Inc. (formerly known as JMU Limited) (the “Company”), was incorporated in Cayman Islands on July 13, 2011. On December 28, 2016, the Company changed its name from Wowo Limited to JMU Limited. On April 30, 2020, the Company changed its name from JMU Limited to Mercurity Fintech Holding Inc. The Company completed its initial public offering (“IPO”) in National Association of Securities Dealers Automated Quotation (“NASDAQ”) on April 8, 2015. The Company and its subsidiaries, variable interest entities (“VIEs”) and VIEs’ subsidiaries were primarily engaged in the sale of rice, flavor, bean oil, seafood, wine and some other types of generic food and beverage products through its website www.ccjoin.com though operating a business-to-business (“B2B”) online e-commerce platform that provides integrated services to suppliers and consumers in the catering industry in the People’s Republic of China (“PRC”). On May 21, 2019, the Company acquired Unicorn Investment Limited (“Unicorn”) and its subsidiaries and a VIE (“the Acquisition”). Pursuant to a share purchase agreement, the Company purchased all the issued and outstanding shares of Unicorn from its shareholder for the consideration of 632,660,858 newly issued ordinary shares of the Company. On that date, Unicorn, a developer of asset transaction platform products based on blockchain technologies, became a wholly owned subsidiary of the Company. On July 22, 2019, the Company sold all of its equity interests in New Admiral Limited, a subsidiary of the Company, together with all of its subsidiaries and consolidated VIEs and their respective subsidiaries (collectively, the “Food Supply Chain Entities”), which were engaged in the Company’s food supply chain business (“the Disposal”). The sale was pursuant to a definitive agreement entered into between the Company and Marvel Billion Development Limited, company with limited liability incorporated under the laws of Hong Kong (the “Buyer”), in exchange for the Buyer’s payment of $1,000,000 and the assumption of $4,521,053 of net liabilities of the Food Supply Chain Entities. This disposal represents a strategic shift and has a major effect on the Company’s results of operations. Accordingly, assets and liabilities, revenues and expenses, and cash flows related to the Food Supply Chain Entities have been reclassified in the accompanying consolidated financial statements as discontinued operations for all periods presented. The consolidated statements of operations and the consolidated statements of cash flows for the years ended December 31, 2017 and 2018 are adjusted retrospectively to reflect the change. Additionally, the presentation of the accompanying notes will not include the financial information for the year ended December 31, 2017 and 2018 if they were nil due to the disposal and related classification within discontinued operations mentioned above. As of December 31, 2019, the Company’s major subsidiaries and a VIE (collectively, the “Group”) are as follows: Place of Percentage Date of establishment/ of legal acquisition incorporation ownership Subsidiaries: Unicorn Investment Limited (“Unicorn”) May 21, 2019 British Virgin Islands 100 % Ucon Capotal (HK) Limited(“Ucon”) May 21, 2019 Hong Kong 100 % Beijing Lianji Future Technology Co., Ltd. (“Lianji Future” or "WFOE") May 21, 2019 PRC 100 % VIE: Beijing Lianji Technology Co., Ltd. (“Lianji Technology” or “VIE”) May 21, 2019 PRC N/A The VIE arrangements The PRC laws and regulations currently place certain restrictions on foreign ownership of companies that engage in internet content and other restricted businesses. Specifically, foreign investors are not allowed to own more than 50% of the equity interests in any entity conducting internet content and other restricted businesses. To comply with these PRC laws and regulations, the Company conducts substantially its businesses through the VIE. To provide the Company’s control over the VIE and the rights to the expected residual returns of the VIE, Lianji Future, a wholly foreign-invested enterprise in China, or WFOE entered into a series of contractual arrangements as described below with VIE and its shareholders. Prior to the acquisition of Unicorn, Unicorn formed contractual arrangements through its wholly owned subsidiary Lianji Future with the VIE. As a result of the Company's acquisition of Unicorn, the Company through the Company's wholly owned subsidiary, Lianji Future , has (1) power to direct the activities of the VIE that most significantly affect the entity’s economic performance and (2) the right to receive economic benefits of the VIE that could be significant to the VIE. Accordingly, the Company is considered the primary beneficiary of the VIE and has consolidated the VIE’s financial results of operations, assets, and liabilities in the Company’s consolidated financial statements. The Company also believes that this ability to exercise control ensures that the VIE will continue to execute and renew the exclusive business operation agreements and pay service fees to the Company. The ability to charge service fees in amounts determined at the Company’s sole discretion, and by ensuring that the exclusive services agreements are executed and renewed indefinitely, the Company has the right to receive substantially all of the economic benefits from the VIE. Additionally, the previous VIE agreements entered into between Shanghai Zhongming Supply Chain Management Co., Ltd. and Shanghai Zhongmin Supply Chain Management Co., Ltd. are no longer in force as result of the disposal of Food Supply Chain Entities. The following is a summary of the various VIE agreements: · Agreements that Transfers Economic Benefits and Risks to the Company Exclusive Business Operation Agreement Pursuant to the exclusive business operation agreement, VIE agrees to engage WFOE as its provider for market promotion and operation and maintenance services. VIE shall pay to WFOE service fees which may reach the full balance of VIE’s total income after deduction of its costs and expenses. This Agreement shall be canceled only if 1) The Parties unanimously agree to terminate this Agreement; 2) The Cooperation Period has expired, and the Parties are not intended to extend the Cooperation Period; or; 3) Any force majeure events render the performance of this Agreement to become impossible. · Agreements that Provide the Company with Effective Control over VIE(continued) Equity Interest Pledge Agreement The VIE’s shareholders have entered into an equity pledge agreement with the WFOE, under which the shareholders pledged all of the equity interests in VIE to WFOE as a guarantee for the VIE’s shareholders and VIE to perform all their obligations under the Master Agreement. The pledge refers to WFOE’s priority right to be repaid with the proceeds from the sale, auction or disposal of the pledged equity interests. The guarantee under this Agreement shall remain in force in respect of any obligations of the VIE’s shareholders and VIE under the amended Master Agreement. No invalidity, revocation or cancellation of the Master Agreement shall affect the validity of this Agreement. If any Master Agreement becomes invalid or is revoked or canceled for any reason, WFOE shall have the right to immediately realize its pledge Exclusive Option Agreement The VIE’s shareholders have entered into an exclusive option agreement with WFOE, pursuant to which WFOE has an exclusive option to purchase or designate one or more persons to purchase, to the extent permitted by applicable PRC laws, rules and regulations, all or part of VIE’s equity interests held by its shareholders or a proprietary right to all or part of the assets owned by VIE. Unless the applicable laws and regulations of the PRC require an assessment of the purchased equity interests or assets or impose other restrictive provisions on the price of the equity interests or assets, the purchase price of the Purchased Equity Interests (“Equity Interest Purchase Price”) or the purchase price of the purchased assets (“Asset Purchase Price”) shall be subject to the nominal or symbolic price; if the laws and regulations of the PRC applicable to the exercise of the Exclusive Option by WFOE do not permit the transfer at the nominal or symbolic price, the Equity Interest Purchase Price shall be equal to the original investment price (“Original Investment Price”) paid by VIE’s shareholders for the Purchased Equity Interests, and the Asset Purchase Price shall be equal to the book value of the assets. If the laws and regulations of the PRC applicable to the exercise of the Exclusive Option by WFOE require an assessment of the purchased equity interests or assets or impose other restrictive provisions on the price of the equity interests or assets, WFOE and VIE’s shareholders agree that the purchase price shall be the minimum price permitted by the applicable law. If the minimum price permitted by the applicable law is higher than the Original Investment Price of the Purchased Equity Interests and the book value of the purchased assets, VIE’s shareholders shall reimburse WFOE the full excess amount after deduction of all taxes paid by VIE’s shareholders in accordance with the applicable laws and regulations of the PRC. The term of this Agreement is ten years unless terminated in advance in accordance with the provisions of this Agreement or the relevant agreement otherwise concluded by all parties. The term of this Agreement may be extended after the written confirmation by WFOE prior to the expiration of the term of this Agreement, and the extended term hereof shall be determined by WFOE. Power of Attorney Agreement The VIE’s shareholders have signed an irrevocable power of attorney agreement to appoint WFOE, or its designee, as the attorney-in-fact to act on VIE’s shareholders’ behalf on all rights that the shareholders have in respect of such shareholders’ equity interest in VIE conferred by relevant laws and regulations and the articles of association of VIE. The rights include but not limited to the rights to propose the convening of shareholders’ meetings, to receive any notices on the holding and rules of procedure of shareholders’ meetings, to attend and exercise voting rights at shareholders’ meetings of VIE (including but not limited to nominating, electing or appointing directors, general managers, chief financial officers and other senior managers of VIE and deciding on dividends and other matters) and to decide to sell or transfer all or part of shareholders’ equity interests in VIE. The period of validity of this Power of Attorney is the same as the term of the Exclusive Business Operation Agreement. If the above the Exclusive Business Operation Agreement is terminated in advance or extended in accordance with the Agreement, this Power of Attorney and the Exclusive Business Operation Agreement shall be simultaneously terminated or extended, and this Power of Attorney shall be extended for the same period as the Exclusive Business Operation Agreement. This Power of Attorney shall not be modified or terminated during the period of validity hereof without the written consent of WFOE. Risks in relation to the VIE structure Assessing the legal validity and compliance of these above noted arrangements are a precursor to the Company’s ability to consolidate the results of operations and financial condition of the VIE. The Company, in consultation with its PRC legal counsel, believes that:(1) the ownership structure of the Group, including its PRC subsidiary and VIE is in compliance with all existing PRC laws and regulations; (2) each of the VIE agreements amongst the WFOE, the VIE and VIE’s shareholder governed by PRC laws, are legal, valid and binding, enforceable against such parties, and will not result in any violations of PRC laws or regulations currently in effects; and (3) the Group’s PRC subsidiary and VIE have the necessary corporate power and authority to conduct its business as described in its business scope under its business licenses, which is in full force and effect, and the Group’s business operations in the PRC are in compliance with existing PRC laws and regulations. The shareholder of the VIE are also shareholders of the Company and therefore have no current interest in seeking to act contrary to the contractual arrangements. However, uncertainties in the PRC legal system could limit the Company’s ability to enforce these contractual arrangements and if the shareholders were to reduce their interest in the Company, their interests may diverge from that of the Company and that may potentially increase the risk that they would seek to act contrary to the contractual terms. The Company’s ability to control the VIE also depends on the power of attorney. The Company, through WFOE, has to vote on all matters requiring shareholder approval in the VIE entities. As noted above, the Company believes this power of attorney is legally enforceable but may not be as effective as direct equity ownership. In addition, if the legal structure and contractual arrangements were found to be in violation of any existing PRC laws and regulations, the PRC regulatory authorities could: § revoke the Group’s business and operating licenses; § require the Group to discontinue or restrict its operations; § restrict the Group’s right to collect revenues; § restrict or prohibit the Group to finance its business and operations in China; § shut down the Group’s servers or block the Group’s website; § require the Group to restructure its operations; § impose additional conditions or requirements with which the Group might not be able to comply, levy fines, confiscate the Group’s income or the income of its PRC subsidiary or affiliated PRC entities; or § take other regulatory or enforcement actions against the Group that could be harmful to its business. The imposition of any of these penalties could result in a material adverse effect on the Group’s ability to conduct the Group’s business. In addition, if the imposition of any of these penalties causes the Group to lose the rights to direct the activities of the VIE, or the right to receive their economic benefits, the Group would no longer be able to consolidate the VIE. The Group does not believe that any penalties imposed or actions taken by the PRC government would result in the liquidation or dissolution of the Company, WFOE, the VIE and their respective subsidiaries. The following financial statement balances and amounts of the VIE were included in the accompanying consolidated financial statements as follows: December 31, 2019 US$ Cash and cash equivalents 153,725 Prepaid expenses and other current assets, net 7,707 Total current assets 161,432 TOTAL ASSETS 161,432 Accrued expenses and other current liabilities 70,781 Total current liabilities 70,781 TOTAL LIABILITIES 70,781 For the year ended December 31, 2019 US$ Revenues — Net loss (284,611) For the year ended December 31, 2019 US$ Net cash provided by operating activities 82,608 Net cash provided by investing activities 71,409 Net cash provided by financing activities — The VIE contributed aggregate of nil of the consolidated revenues for the three years ended December 31, 2017, 2018 and 2019, respectively. As of December 31, 2017, 2018 and 2019, the VIE accounted for an aggregate of nil, nil and 1.8%, respectively, of the consolidated total assets, and nil, nil and 8.5%, respectively, of the consolidated total liabilities. The assets not associated with the VIE primarily consist of cash and cash equivalents, accounts receivable, amount due from a related party, intangible assets and goodwill. There are no consolidated VIE’s assets that are collateral for the VIE’s obligations and can only be used to settle the VIE’s obligations. There are no creditors (or beneficial interest holders) of the VIE that have recourse to the general credit of the Company or any of its consolidated subsidiaries. There are no terms in any arrangements, considering both explicit arrangements and implicit variable interests that require the Company or its subsidiaries to provide financial support to the VIE. Relevant PRC laws and regulations restrict the VIE from transferring a portion of their net assets, equivalent to the balance of its statutory reserve and its share capital, to the Company in the form of loans and advances or cash dividends. Please refer to Note 19 for disclosure of restricted net assets. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements of the Group have been prepared in accordance with the U.S. generally accepted accounting principles (‘‘US GAAP’’). Principle of consolidation The consolidated financial statements of the Group include the financial statements of the Company, its consolidated subsidiaries, and a VIE for which the Company is the primary beneficiary. All significant inter-company transactions and balances have been eliminated upon consolidation. Business combinations Business combinations are recorded using the acquisition method of accounting. The assets acquired and the liabilities assumed are measured at their fair values as of that date. Goodwill is recognized and measured as the excess of the total consideration transferred at the acquisition date over the fair values of the identifiable net assets acquired. Consideration transferred in a business acquisition is measured at the fair value as at the date of acquisition. Discontinued operations A disposal of a component of an entity or a group of components of an entity shall be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations. Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be classified as held for sale, if earlier. Where an operation is classified as discontinued, a single amount is presented on the face of the consolidated statements of operations. The amount of total current assets, total non-current assets, total current liabilities and total noncurrent liabilities are presented separately on the consolidated balance sheets. Use of estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Areas where management uses subjective judgment include, but are not limited to, provision for other receivables, estimating useful lives and impairment for intangible assets, impairment of goodwill, valuation allowance for deferred tax assets and share-based compensation. Changes in facts and circumstances may result in revised estimates. Actual results could differ from those estimates, and as such, differences may be material to the consolidated financial statements. Foreign currency The functional and reporting currency of the Company is the United States dollar (“U.S. dollars”, “US$” or “$”). The functional currency of the Company’s subsidiary, Unicorn, is U.S. dollars. The functional currency of the Company’s HK subsidiaries, Ucon, is Hong Kong dollars (“HK dollars”). The financial records of the Group’s subsidiary and VIE located in the PRC are maintained in their local currencies, the Renminbi (“RMB”), respectively, which are also the functional currencies of these entities. Transactions denominated in currencies other than the respective entities’ functional currencies are re-measured into the functional currencies, in accordance with Accounting Standards Codification (“ASC”) 830 (“ASC 830”) Foreign Currency Matters , at the exchange rates prevailing on the transaction dates. Monetary assets and liabilities denominated in foreign currencies are re-measured into the functional currencies at the exchange rates prevailing at the balance sheet date. All foreign exchange gains or losses are included in the consolidated statements of operations. Assets and liabilities are translated to the reporting currency at the exchange rates at the balance sheet date, equity accounts are translated at historical exchange rates and revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of consolidated statements of comprehensive loss. Cash and cash equivalents Cash and cash equivalents consists of cash on hand and demand deposits placed with banks or other financial institutions which are unrestricted as to withdrawal and use and have original maturities less than three months. Accounts receivable, net of allowance Accounts receivable represents those receivables derived in the ordinary course of business, carried at net realizable value. The Group maintains an allowance for doubtful accounts for estimated losses on uncollected accounts receivable. Management considers the following factors when determining the collectability of specific accounts: creditworthiness of customers, aging of the receivables, past transaction history with customers and their current condition, changes in customer payment terms, specific facts and circumstances, and the overall economic climate in the industries the Group serves. Prior to the acquisition of Unicorn, accounts receivable was all derived from the Food Supply Chain business which is classified as discontinued operations in the years ended December 31, 2017 and 2018. The provision for doubtful accounts receivable of $nil, $293,814 and reversal for doubtful accounts receivable of $43,826 were recognized for this business for the years ended December 31, 2017, 2018 and 2019. No provision for doubtful accounts receivable was recognized for the year ended December 31, 2019. Impairment of goodwill The Group annually, or more frequently if the Group believes indicators of impairment exist, reviews the carrying value of goodwill to determine whether impairment may exist. Specifically, goodwill impairment is determined using a two-step process. The first step compares the fair value of each reporting unit to its carrying amount, including goodwill. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of the affected reporting unit’s goodwill to the carrying value of that goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business combination with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. An impairment loss is recognized for any excess in the carrying value of goodwill over the implied fair value of goodwill. Estimating fair value is performed by utilizing various valuation techniques, with the primary technique being a discounted cash flow. The Group has determined to perform the annual impairment tests on December 31 of each year. Prior to the acquisition of Unicorn, goodwill was attributable to the Food Supply Chain business which is classified as discontinued operations in the years ended December 31, 2017 and 2018. The impairment loss of $127,252,810 and $105,818,351 were recognized for this business for the years ended December 31, 2017 and 2018. The goodwill as of December 31, 2019 was attributable solely to the Unicorn business and no impairment loss was recognized for the year ended December 31, 2019. Revenue recognition The Group generates revenues primarily from a fixed-price short-term contract involving the design, development, creation, testing, installation, configuration, integration and customization of making fully operational software based on blockchain technologies and from providing related services. On January 1, 2019, the Group adopted ASU No. 2014-09, Revenue from Contracts with Customers (“ASC 606”), which supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition (“ASC 605”), using the modified retrospective transition method applied to those contracts which were not completed as of January 1, 2019. Results for reporting periods beginning after January 1, 2019 are presented under ASC 606, while prior period amounts have not been adjusted and continue to be reported in accordance with historic accounting under ASC 605. The impact of adopting the new revenue standard was not material to consolidated financial statements and there was no adjustment to beginning retained earnings on January 1, 2019. Under ASC 606, an entity recognizes revenue as the Group satisfies a performance obligation when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price, including variable consideration, if any; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Group only applies the five-step model to contracts when it is probable that the entity will collect the consideration to which it is entitled in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Group reviews the contract to determine which performance obligations it must deliver and which of these performance obligations are distinct. The Group recognizes revenue based on the amount of the transaction price that is allocated to each performance obligation when that performance obligation is satisfied or as it is satisfied. The Group’s revenue recognition policies effective on the adoption date of ASC 606 are as follows: For software development, the Group recognizes revenue over time as the Group’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced. The Group generally recognizes revenue using an input method with revenue amounts being recognized proportionately as costs are incurred relative to the total expected costs to satisfy the performance obligation. The Group believes that costs incurred as a portion of total estimated costs is an appropriate measure of progress towards satisfaction of the performance obligation since this measure reasonably depicts the progress of the work effort. Service other than those associated with the design, development, creation, testing, installation, configuration, integration and customization of making fully operational software. It may be a service performance obligation, which is distinct from performance obligation for software development. Our services are provided to customers for a fixed amount over the contract service period and revenue is recognized on a straight-line basis over the term of the contract. The Group does not disclose the value of unsatisfied performance obligations as the Group’s revenue contract is with an original expected length of one year or less. Cost of revenue Cost of revenues is payroll of technical personnel. Operating leases Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are charged to the consolidated statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the consolidated statements of operations. Income taxes The Group follows the liability method in accounting for income taxes in accordance to ASC topic 740 (“ASC 740”), Income Taxes . Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Group records a valuation allowance against deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The Group applies the provision of ASC 740 to account for uncertainty in income taxes. ASC 740 clarifies the accounting for uncertainty in income taxes by prescribing the recognition threshold a tax position is required to meet before being recognized in the consolidated financial statements. The Group has elected to classify interest and penalties related to unrecognized tax benefits, if and when required, as part of income tax expense in the consolidated statements of operations. Share-based payments Share-based payment awards with employees are measured based on the grant date fair value of the equity instrument issued, and recognized as compensation costs using the straight-line method over the requisite service period, which is generally the vesting period of the options, with a corresponding impact reflected in additional paid-in capital. For share-based payment awards with market conditions, such market conditions are included in the determination of the estimated grant-date fair value. In the second quarter of 2017, the Company elected to early adopt ASU No. 2016-09, Compensation Stock Compensation (Topic 718): Improvement to Employee Share based Payment Accounting , to account for forfeitures as they occur. The cumulative-effect adjustment to accumulated deficits was $nil as a result of the adoption of ASU 2016-09. A change in any of the terms or conditions of share-based payment awards is accounted for as a modification of awards. The Group measures the incremental compensation cost of a modification as the excess of the fair value of the modified awards over the fair value of the original awards immediately before its terms are modified, based on the share price and other pertinent factors at the modification date. For vested awards, the Group recognizes incremental compensation cost in the period the modification occurred. For unvested awards, the Group recognizes, over the remaining requisite service period, the sum of the incremental compensation cost and the remaining unrecognized compensation cost for the original award on the modification date. Net loss per share Basic loss per ordinary share is computed by dividing net loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted loss per ordinary share reflects the potential dilution that could occur if securities were exercised or converted into ordinary shares. The Group had stock options and restricted share units, which could potentially dilute basic loss per share in the future. To calculate the number of shares for diluted loss per ordinary share, the effect of the stock options and restricted share units is computed using the treasury stock method. Potential ordinary shares in the diluted net loss per share computation are excluded in periods of losses from operations, as their effect would be anti-dilutive. In accordance with ASC Topic 260, Earnings per Share (“ASC 260”), basic loss per share is computed by dividing net loss attributable to ordinary shareholders by the weighted average number of unrestricted ordinary shares outstanding during the year. Diluted loss per share is calculated by dividing net loss attributable to ordinary shareholders as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Contingently issuable shares, including performance-based share awards and contingent considerations to be settled in shares, are included in the computation of basic earnings per share only when there is no circumstance under which those shares would not be issued. Contingently issuable shares are included in the denominator of the diluted loss per share calculation as of the beginning of the period or as of the inception date of the contingent share arrangement, if later, only when dilutive and when all the necessary conditions have been satisfied as of the reporting period end. For contracts that may be settled in ordinary shares or in cash at the election of the Company, share settlement is presumed, pursuant to which incremental shares relating to the number of shares that would be required to settle the contract are included in the denominator of diluted loss per share calculation if the effect is more dilutive. For the contracts that may be settled in ordinary shares or in cash at the election of the counterparty, the more dilutive option of cash or share settlement is used for the purposes of diluted loss per share calculation, pursuant to which share settlement requires the number of shares that would be required to settle the contract be included in the denominator whereas cash settlement requires an adjustment to be made to the numerator for any changes in income or loss that would result as if the contract had been classified as an asset or a liability for accounting purposes during the period for a contract that is classified as equity for accounting purposes, if the effect is more dilutive. Ordinary equivalent shares consist of the ordinary shares issuable upon the exercise of the share options, using the treasury stock method. Ordinary share equivalents are excluded from the computation of diluted loss per share if their effects would be anti-dilutive. Comprehensive loss Comprehensive loss is defined as the decrease in equity of the Company during a period from transactions and other events and circumstances excluding transactions resulting from investments by owners and distributions to owners. Comprehensive loss is reported in the consolidated statements of comprehensive loss, including net loss and foreign currency translation adjustments, presented net of tax. Segment reporting The Group follows ASC 280, Segment Reporting . The Company’s Chief Executive Officer or chief operating decision-maker reviews the consolidated financial results when making decisions about allocating resources and assessing the performance of the Group as a whole and hence, the Group has only one reportable segment. The Group operates and manages its business as a single segment through the provision of design, development, creation, testing, installation, configuration, integration and customization of making fully operational software based on blockchain technologies and related services. As all the Group’s revenues are derived from within British Virgin Islands, no geographical segments are presented. Fair value Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. Authoritative literature provides a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows: Level 1-inputs are based upon quoted prices for instruments traded in active markets. Level 2-inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based calculation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3-inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, cash flow models, and similar techniques. Fair value of financial instruments Financial instruments include cash and cash equivalents, amounts due from a related party and accounts receivable. The carrying values of cash, amounts due from a related party and accounts receivable approximate their fair values reported in the consolidated balance sheets due to the short-term maturities. Financial assets and liabilities measured at fair value on a non-recurring basis include acquired assets and liabilities and goodwill based on Level 3 inputs in connection with business acquisition. Recent accounting pronouncements As a company with less than US$1 billion in gross revenue for the last fiscal year, we qualify as an “emerging growth company” (“EGC”) pursuant to the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include a provision that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. We will take advantage of the extended transition period. In February 2016, the FASB issued ASU2016-02, Leases (Topic 842) , to increase transparency and comparability among organizations by recognizing a right-of-use asset and a lease liability for all leases with terms longer than 12 months. Leases will be classified as either operating or financing. The definition of a lease has been revised in regards to when an arrangement conveys the right to control the use of the identified asset under the arrangement which may result in changes to the classification of an arrangement as a lease. The ASU expands the disclosure requirements of lease arrangements. The guidance is effective for fiscal years beginning after December 15, 2018, including interim reporting periods within that reporting period, for public business entities. In September 2017, the FASB issued additional amendments providing clarification and implementation guidance. In January 2018, the FASB issued an update that permits an entity to elect an optional transition practical expedient to not evaluate land easements that existed or expired before the entity’s adoption of the new standard and that were not previously accounted for as leases. The provisions of ASU 2016-02 are to be applied using a modified retrospective approach. In July 2018, the FASB issued an update, which provides entities with an additional (and optional) transition method to adopt the new leases standard. Under this method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, the prior comparative period’s financials will remain the same as those previously presented. The new standard becomes effective for the Company for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. The standard requires a modified retrospective adoption, with early adoption permitted. The Company is currently evaluating the impact of adopting this new guidance on its consolidated financial statements. The Group as an EGC has elected to adopt the new lease standard as of the effective date applicable to nonissuers and will implement the new lease standard on January 1, 2021 using the modified retrospective method. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. In addition, the Group will elect the transition practical referred to as the “package of three”, that must be taken together and allows entities to (1) not reassess whether existing contracts contain leases, (2) carryforward the existing lease classification, and (3) not reassess initial direct costs associated with existing leases. The Group is in the process of evaluating the impact on its consolidated financial statements, as well as the impact of adoption on policies, practices, systems and financial statement disclosures. As of December 31, 2019, the Group has US$21,120 of future minimum operating lease commitments that are not currently recognized on its consolidated balance sheets (see note 17). In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU provides more useful information about expected credit losses to financial statement users and changes how entities will measure credit losses on financial instruments and timing of when such losses should be recognized. This ASU is effective for annual and interim periods beginning after December 15, 2019 for the public business entities. As amended in ASU 2018-19, for companies that file under private company guidelines, this ASU will take effect for fiscal years beginning after December 15, 2022, and for interim periods within those fiscal years. Early adoption is permitted for all entities for annual periods beginning after December 15, 2018, and interim periods therein. The Group as an EGC has elected to adopt the new ASU as of the effective date applicable to nonissuers and will implement the new ASU on January 1, 2023 using the modified retrospective method. The updates should be applied through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). The Group is in the process of evaluating the impact on its consolidated financial statements upon adoption. In January 2017, the FASB issued ASU 2017-04, ASC Topic 350 “Intangibles—Goodwill and Other: Simplifying the Test for Goodwill Impairment.” The standard eliminates the requirement to measure the implied fair value of goodwill by assigning the fair value of a reporting unit to all assets and liabilities within that unit (“the Step 2 test”) from the goodwill impairment test. Instead, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited by the amount of goodwill in that reporting unit. The standard will become effective for fiscal years beginning after December 15, 2022 and must be applied to any annual or interim goodwill impairment assessments after that date. Early adoption is permitted. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (“ASU 2018-13”). ASU 2018-13 modifies the disclosure requirements for fair value measurements by removing, modifying, or adding certain disclosures. The amendments in ASU 2018-13 will be effective for us beginning after January 1, 2020 including interim periods within the year. Early adoption is permitted. An entity is permitted to early adopt any removed or modified disclosures upon issuance of ASU No. 2018-13 and delay adoption of the additional disclosures until their effective date. We do not expect the amendments of this guidance to have a material impact on our consolidated financial statements. In October 2018, the FASB issued ASU No. 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities : The amendments in this ASU are effective for public business entities with fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The amendments are also effective for private entities with fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021.All entities are required to apply the amendments in this ASU retrospectively with a cumulative-effect adjustment to retained earnings at the beginning of the earliest period presented. Early adoption is permitted. The Group is in the process of evaluating the impact on its consolidated financial statements upon adoption. |
CONCENTRATION OF RISK
CONCENTRATION OF RISK | 12 Months Ended |
Dec. 31, 2019 | |
CONCENTRATION OF RISK | |
CONCENTRATION OF RISK | 3. CONCENTRATION OF RISK Credit risk Financial instruments that potentially expose the Group to concentrations of credit risk consist primarily of cash and cash equivalents. The Group places its cash and cash equivalents with financial institutions with high-credit ratings and quality. There is only one customer for the year ended December 31, 2019, thus all revenue and accounts receivable were derived from that customer. Currency convertibility risk Prior to the Acquisition and the Disposal occurred in 2019, substantially all of the Group’s businesses are transacted in RMB, which is not freely convertible into foreign currencies. All foreign exchange transactions take place either through Bank of China or other banks authorized to buy and sell foreign currencies at the exchange rates quoted by the People’s Bank of China. Approval of foreign currency payments by the People’s Bank of China or other regulatory institutions requires submitting a payment application form together with suppliers’ invoices, shipping documents and signed contracts. After the strategic shift mentioned above, the Group’s business is mainly transacted in U.S. dollar resulting minor exposure to currency convertibility risk. Foreign currency exchange rate risk From July 21, 2005, the RMB is permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. For RMB against U.S. dollar, there was appreciation of approximately 6.3% in the year ended December 31, 2017 and depreciation of approximately 5.7% and 1.3% in the years ended December 31, 2018 and 2019 respectively. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the RMB and the U.S. dollar in the future. To the extent that the Company needs to convert U.S. dollar into RMB for capital expenditures and working capital and other business purposes, appreciation of RMB against U.S. dollar would have an adverse effect on the RMB amount the Company would receive from the conversion. Conversely, if the Company decides to convert RMB into U.S. dollar for the purpose of making payments for dividends on ordinary shares, strategic acquisitions or investments or other business purposes, appreciation of U.S. dollar against RMB would have a negative effect on the U.S. dollar amount available to the Company. In addition, a significant depreciation of the RMB against the U.S. dollar may significantly reduce the U.S. dollar equivalent of the Company’s earnings or losses. |
BUSINESS ACQUISITION
BUSINESS ACQUISITION | 12 Months Ended |
Dec. 31, 2019 | |
BUSINESS ACQUISITION | |
BUSINESS ACQUISITION | 4. BUSINESS ACQUISTION On May 21, 2019, the Company entered into an agreement to acquire Unicorn with a consideration of 632,660,858 ordinary shares of the Company (the “Acquisition”). Pursuant to the share purchase agreement, 632,660,858 shares were newly issued as the consideration and the Company used the stock price of $1.95 per ADS as of the acquisition date to determine the fair value. The transaction was considered as a business acquisition. The Company was determined as the accounting acquirer based on the facts and circumstances of the transaction. Accordingly, the purchase method of accounting has been applied. The acquired net assets were recorded at their estimated fair values on the acquisition date. The acquired goodwill is not deductible for tax purposes. The purchase price for the acquisition was allocated as follows: US$ Useful life Net tangible assets 124,648 Intangible assets: Cryptocurrencies 1,200,000 Indefinite useful life Total 1,324,648 Goodwill 5,529,178 Total consideration 6,853,826 The goodwill is mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under US GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth resulting from the Acquisition. The following unaudited pro forma information summarizes the results of operations for the year ended December 31, 2019 of the Group as if the acquisition had occurred on January 1, 2019. The following pro forma financial information is not necessarily indicative of the results that would have occurred had the acquisition been completed at the beginning of the period indicated, nor is it indicative of future operating results: For the year ended December 31, 2019 US$ (unaudited) Pro forma revenues 1,888,000 Pro forma net income 792,840 Pro forma net income per ordinary share-basic 0.00 Pro forma net income per ordinary share-diluted 0.00 |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2019 | |
DISCONTINUED OPERATIONS | |
DISCONTINUED OPERATIONS | 5. The disposal described in Note 1 represents a strategic shift and has a major effect on the Group’s results of operations. The Food Supply Chain Entities were accounted as discontinued operations in the consolidated financial statements for the year ended December 31, 2017 and 2018. A loss of $4,521,053 was recognized on the Disposal in capital reserves. The financial results of the Food Supply Chain Entities are set out below. The assets, liabilities, revenue and expenses have been reclassified as discontinued operations to retrospectively reflect the changes for the year ended December 31, 2017 and 2018. For the year ended December 31, 2017 2018 US$ US$ Carrying amounts of assets disposed Cash and cash equivalents 4,892,430 355,482 Accounts receivable, net of allowance of $nil and $295,472 as of December 31, 2017 and 2018 1,327,137 176,120 Inventories 538,660 585,760 Prepaid expenses and other current assets, net 2,081,333 1,121,495 Amounts due from related parties 3,062,797 2,378,709 Current assets of discontinued operations 11,902,357 4,617,566 Property and equipment, net 1,795,233 406,021 Acquired intangible assets, net 10,263,941 — Investment 768,486 — Goodwill 108,940,433 — Deferred tax assets 156,782 — Other non-current assets 161,723 — Non-current assets of discontinued operations 122,086,598 406,021 Total assets of discontinued operations 133,988,955 5,023,587 Carrying amounts of liabilities disposed Short-term bank borrowings 7,684,859 7,272,198 Accounts and notes payable 2,012,145 542,732 Accrued expenses and other current liabilities 8,965,725 6,019,646 Advance from customers 1,243,739 422,816 Amounts due to related parties 603,883 5,134,709 Current liabilities of discontinued operations 20,510,351 19,392,101 Other non-current liabilities 1,386,749 — Deferred tax liabilities 2,565,985 — Amount due to related parties 5,685,971 6,892,316 Non-current liabilities of discontinued operations 9,638,705 6,892,316 Total liabilities of discontinued operations 30,149,056 26,284,417 For the year ended December 31, 2017 2018 2019 US$ US$ US$ Net revenues 84,181,695 36,455,296 732,551 Cost of revenues (83,632,927) (35,579,218) (685,858) Gross profit 548,768 876,078 46,693 Operating expenses (167,481,208) (123,465,792) (1,268,897) Loss from operations (166,932,440) (122,589,714) (1,222,204) Interest expense, net (411,164) (906,539) (413,199) Other income/(expenses), net 27,921 (33,191) 108,556 Loss before income tax (167,315,683) (123,529,444) (1,526,847) Provision for income tax 6,857,180 2,098,406 (181,423) Loss from discontinuing operations attributable to owners of the Company (160,458,503) (121,431,038) (1,708,270) Nature of the relationships with related parties: Name Relationship with the Company Ms.Zhu Shareholder Ms. Wang Shareholder Chung So Si Fong Dessert Limited Controlled by Ms. Zhu and Ms. Wang Cong Shao (Macao) Star Dessert Co., Ltd. Controlled by Ms. Zhu and Ms. Wang Hong Kong Sunward Fishery Restaurant Management Co., Ltd. Controlled by Ms. Zhu Nanjing Jiangdong Sunward Fishery Restaurant Co., Ltd. Controlled by Ms. Zhu Nanjing Xinzijin Sunward Fishery Restaurant Co., Ltd. Controlled by Ms. Zhu Nanjing Yongji Sunward Fishery Restaurant Co., Ltd. Controlled by Ms. Zhu Ningbo dongqian lake tourist resort Xiyue leisure tourism Co., Ltd. Controlled by Ms. Zhu Ningbo Jiangbei Sunward Fishery Restaurant Co., Ltd. Controlled by Ms. Zhu Ningbo Tianyi Sunward Fishery Restaurant Co., Ltd. Controlled by Ms. Zhu Ningbo Yinzhou Sunward Logistics Co., Ltd. Controlled by Ms. Zhu Shanghai Congshao Dessert Co., Ltd. Controlled by Ms. Zhu and Ms. Wang Shanghai Congshao Restaurant Management Co., Ltd. Controlled by Ms. Zhu and Ms. Wang Shanghai Putuo Sunward Fishery Restaurant Co., Ltd. Controlled by Ms. Zhu Shanghai Zhonghengkuaijian Brand Management Co., Ltd. Controlled by Ms. Zhu Shanghai Zhongmin Investment Development Group Co., Ltd. Controlled by Ms. Zhu Shanghai Zhongmin Investment Management Co., Ltd Controlled by Ms. Zhu Shanghai Nuopin Company Management Co., Ltd. Controlled by Ms. Zhu Shanghai Shipin Company Management Co., Ltd. Controlled by Ms. Zhu Shanghai Zhongxiao Brand Management Co., Ltd. Controlled by Ms. Zhu Shanghai Zhongyou Information Technology Co., Ltd. Controlled by Ms. Zhu Shenzhen Bangrun Commercial factoring Co., Ltd Controlled by Ms. Zhu Shenzhen Congshao Restaurant Management Co., Ltd. Controlled by Ms. Zhu and Ms. Wang Tianjin Congshao Restaurant Management Co., Ltd. Controlled by Ms. Zhu and Ms. Wang Wuhan Congshao Restaurant Management Co., Ltd. Controlled by Ms. Zhu and Ms. Wang Zhejiang Sunward Fishery Restaurant Co., Ltd. Controlled by Ms. Zhu Zhejiang Zhonggangjumei Supply Chain Management Co., Ltd. Controlled by Ms. Zhu Shanghai Jiangbo Business Consulting Co., Ltd. Controlled by Ms. Zhu Shanghai MIN Hongshi Trading Co., Ltd. Controlled by Ms. Wang Shanghai MIN Zunshi Trading Co., Ltd. Controlled by Ms. Wang Shanghai Xiao Nan Guo Hai Zhi Yuan Restaurant Management Co., Ltd. Controlled by Ms. Wang Shanghai Xiao Nan Guo Restaurant Co., Ltd. Controlled by Ms. Wang Shenzhen Xiao Nan Guo Restaurant Management Co., Ltd. Controlled by Ms. Wang WM Ming Hotel Co., Ltd. Controlled by Ms. Wang Xiao Nan Guo (Group) Co., Ltd. Controlled by Ms. Wang Xiao Nan Guo Holdings Limited Controlled by Ms. Wang Cold Chain Link Global (Shanghai) Logistic Co., Ltd. ("CCLG") A company under the significant influence of the Company As of December 31, 2017 and 2018, the following balances were due from/ to the related parties: Current assets As of December 31, Amount due from related parties 2017 2018 US$ US$ Zhejiang Sunward Fishery Restaurant Co., Ltd. 1,589,780 — (i) Shanghai Congshao Dessert Co., Ltd. 373,704 812,352 (i) Shanghai Xiao Nan Guo Hai Zhi Yuan Restaurant Management Co., Ltd., net of allowance for doubtful account of $nil and $676,476 at December 31, 2017 and December 31, 2018, respectively 261,399 — (i) Shanghai Congshao Restaurant Management Co., Ltd. 154,276 85,235 (i) Shanghai Zhonghengkuaijian Brand Management Co., Ltd. 136,392 195,739 (i) Shenzhen Bangrun Commercial factoring Co., Ltd. 117,615 — (i) Shanghai Zhongxiao Brand Management Co., Ltd. 113,018 162,356 (i) Nanjing Xinzijin Sunward Fishery Restaurant Co., Ltd. 110,753 — (i) Zhejiang Zhonggangjumei Supply Chain Management Co., Ltd. 59,610 — (i) Nanjing Jiangdong Sunward Fishery Restaurant Co., Ltd. 32,823 6,331 (i) Shanghai Zhongyou Information Technology Co., Ltd. 32,309 48,244 (i) Nanjing Yongji Sunward Fishery Restaurant Co., Ltd. 32,266 35,410 (i) Shanghai Putuo Sunward Fishery Restaurant Co., Ltd. 24,974 9,722 (i) CCLG 17,467 30,573 (i) Tianjin Congshao Restaurant Management Co., Ltd. 3,036 — (i) Ningbo Tianyi Sunward Fishery Restaurant Co., Ltd. 1,648 — (i) Shenzhen Congshao Restaurant Management Co., Ltd. 1,517 1,636 (i) Wuhan Congshao Restaurant Management Co., Ltd. 210 1,658 (i) Shanghai Zhongmin Investment Development Group Co., Ltd. — 909,025 (ii) Ningbo Yinzhou Sunward Logistics Co., Ltd. — 80,213 (i) Shanghai Nuopin Company Management Co., Ltd. — 123 Shanghai Shipin Company Management Co., Ltd. — 92 Total 3,062,797 2,378,709 (i) The amounts represent the receivables due from related parties relating to the online direct sales and online platform services. (ii) The amount represents the payable due from related parties relating to the daily operations. Current liabilities As of December 31, Amount due to related parties 2017 2018 US$ US$ Ms. Zhu 385,123 844,384 (iv) Ms. Wang — 395,832 (iv) WM Ming Hotel Co., Ltd. 89,938 945,082 (iii) Chung So Si Fong Dessert Limited 84,054 493,973 (iii) Ningbo dongqian lake tourist resort Xiyue leisure tourism Co., Ltd. 38,424 — (iii) Shanghai MIN Zunshi Trading Co., Ltd. 3,483 3,647 (iii) Ningbo Yinzhou Sunward Logistics Co., Ltd. 1,649 — (iii) Cong Shao (Macao) Star Dessert Co., Ltd 1,212 — (iii) Shanghai MIN Hongshi Trading Co., Ltd. — 1,514,246 (iv) Xiao Nan Guo (Group) Co., Ltd. — — (iv) Shanghai Xiao Nan Guo Restaurant Co., Ltd. — 436,332 (iv) Shanghai Zhongmin Investment Management Co., Ltd — 407,243 (iv) Hong Kong Sunward Fishery Restaurant Management Co., Ltd. — 88,768 (iii) Zhejiang Sunward Fishery Restaurant Co., Ltd. — 5,084 (iii) Tianjin Congshao Restaurant Management Co., Ltd. — 118 (iii) Total 603,883 5,134,709 (iii) The amounts represent the payables due to related parties relating to online direct sales and online platform services. (iv) The amount represents the payable due to related parties relating to the daily operations. Non-current liabilities As of December 31, Amount due to related parties 2017 2018 US$ US$ Ms. Zhu 5,685,971 5,704,257 (v) Shanghai Jiangbo Business Consulting Co., Ltd. — 1,188,059 (vi) Total 5,685,971 6,892,316 (v) The amount represents the balance due to related parties relating to the loan borrowed from Ms. Zhu and maturity date on December 31, 2020. For the year ended December 31, 2018, interest expense incurred on loan from Ms. Zhu was $374,273. (vi) The amount represents the balance due to related parties relating to the loan borrowed from Shanghai Jiangbo Business Consulting Co., Ltd. and maturity date on December 31, 2020. |
ACCOUNTS RECEIVABLE, NET
ACCOUNTS RECEIVABLE, NET | 12 Months Ended |
Dec. 31, 2019 | |
ACCOUNTS RECEIVABLE, NET | |
ACCOUNTS RECEIVABLE, NET | 6 . ACCOUNTS RECEIVABLE, NET Accounts receivable and allowance for doubtful accounts consist of the following: As of December 31, 2019 US$ Accounts receivable 1,648,000 Less: allowance for doubtful accounts — 1,648,000 |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET | 12 Months Ended |
Dec. 31, 2019 | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET | 7. PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET Prepaid expenses and other current assets consist of the following: As of December 31, 2017 2018 2019 US$ US$ US$ Other receivables, net of allowance for doubtful accounts of $nil, $166,535 and $nil at December 31, 2017, 2018 and 2019, respectively (i) 164,455 — 2,566 Prepaid rental expenses — — 5,141 164,455 — 7,707 (i) A provision for loss is recognized in operating expenses when the loss on such assets is determined to be probable and amount can be reasonably estimated. The Group provided provision of $nil, $166,535 and $nil for other receivables during the years ended December 31, 2017 and 2018, respectively and wrote-off provision of $166,535 during the year ended December 31, 2019. |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 31, 2019 | |
INTANGIBLE ASSETS, NET | |
INTANGIBLE ASSETS, NET | 8. INTANGIBLE ASSETS, NET Intangible assets, net consist of the following: As of December 31, 2019 US$ Cryptocurrencies 1,208,340 Total 1,208,340 Less: Accumulated impairment — Intangible assets, net 1,208,340 The movement of intangible assets for the year ended December 31, 2019 is as follows: US$ Balance as of January 1, 2019 — Through the acquisition of Unicorn (i) 1,200,000 Addition (ii) 10,402 Disposal (ii) (2,062) Balance as of December 31, 2019 1,208,340 (i) The Group acquired 60,000,000 Fifity Five (“FF”) through the acquisition of Unicorn. FF is a cryptocurrency based on ERC 20 and can be traded on BestTrade. The Group recognized and measured FF at its historical cost at 0.02 per FF. (ii) During the year ended 2019, the Group sold 103,107 FF for USDT amounting to $10,402. A net gain of $8,340 was recognized for the year ended December 31, 2019. |
GOODWILL
GOODWILL | 12 Months Ended |
Dec. 31, 2019 | |
GOODWILL | |
GOODWILL | 9. GOODWILL The changes in the goodwill balance for the year ended December 31, 2019 is as follows: As of December 31, 2019 US$ Balance as of January 1, 2019 — Addition 5,529,178 Balance as of December 31, 2019 5,529,178 No impairment loss was recognized for the year ended December 31, 2019. |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2019 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 10. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of the following: As of December 31, 2017 2018 2019 US$ US$ US$ Accrued payroll and welfare — — 59,897 Payables for professional fees 208,375 778,938 736,227 Other tax payable — — 7,697 Others 118,160 118,160 32,731 326,535 897,098 836,552 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2019 | |
INCOME TAXES | |
INCOME TAXES | 11. INCOME TAXES Cayman Under the current laws of the Cayman Islands, the Company is not subject to tax on its income or capital gains. Hong Kong Under the Hong Kong tax laws, the Company’s subsidiaries in Hong Kong are subject to Hong Kong profits tax rate at 16.5%. No provision for Hong Kong profits tax was made for each of the three years ended December 31, 2019 on the basis that the Group’s Hong Kong subsidiaries did not have any assessable profits arising in or derived from Hong Kong for those years. PRC The enterprise income tax (‘‘EIT’’) law applies a uniform 25% EIT rate to both foreign invested enterprises and domestic enterprises. The EIT rate for the Group’s entities operating in the PRC is 25%. No taxable income was generated for both domestic and foreign entities of the Group. No income tax was credited to the Group. The significant components of the Group’s deferred tax assets were as follows: As of December 31, 2019 US$ Deferred tax assets Net operating loss carry forwards 199,827 Valuation allowance (199,827) Total deferred tax assets — The Group considers the following factors, among other matters, when determining whether some portion or all of the deferred tax assets will more likely than not be realized: the nature, frequency and severity of recent losses, forecasts of future profitability, the duration of statutory carry forward years, the Group’s experience with tax attributes expiring unused and tax planning alternatives. The Group’s ability to realize deferred tax assets depends on its ability to generate sufficient taxable income within the carry forward years provided for in the tax law. The Group incurred net operating losses carry forwards of $799,309 from the Group’s PRC entities for the year ended December 31, 2019, which would expire on various dates through 2022 to 2024. As of December 31, 2019, valuation allowance was $199,827 was provided against deferred tax assets as it is considered more likely than not that the relevant deferred tax assets will not be realized in the foreseeable future. Reconciliation between the income taxes benefits computed by applying the PRC tax rate to loss before income taxes and the actual credit for income taxes is as follows: For the year ended December 31, 2019 US$ Net income before provision for income taxes 482,970 Statutory tax rates in the PRC 25 % Income tax at statutory tax rate 120,743 Expenses not deductible for tax purposes: Entertainment expenses exceeded tax limit 18 Effect of income tax rate difference in other jurisdiction (191,895) Changes in valuation allowance 71,134 Income tax benefits — The EIT Law includes a provision specifying that legal entities organized outside the PRC will be considered residents for Chinese income tax purposes if their place of effective management or control is within the PRC. If legal entities organized outside the PRC were considered residents for Chinese income tax purpose, they would become subject to the EIT Law on their worldwide income. This would cause any income legal entities organized outside the PRC earned to be subject to the PRC’s 25% EIT. The Implementation Rules to EIT Law provide that non-resident legal entities will be considered as PRC residents if substantial and overall management and control over the manufacturing and business operations, personnel, accounting, properties, etc. reside within the PRC. Pursuant to the additional guidance released by the Chinese government on April 22, 2009 and issued bulletin on August 3, 2011 which provide more guidance on the implementation, management does not believe that the legal entities organized outside the PRC should be characterized as PRC tax residents for EIT Law purposes. Unrecognized Tax Benefits Under the EIT Law and its implementation rules which became effective on January 1, 2008, dividends generated after January 1, 2008 and payable by a foreign-invested enterprise in the PRC to its foreign investors who are non-resident enterprises are subject to a 10% withholding tax, unless any such foreign investor’s jurisdiction of incorporation has a tax treaty with the PRC that provides for a different withholding arrangement. The Cayman Islands, where the Company is incorporated, does not have a tax treaty with the PRC. There were no aggregate undistributed earnings of the Company’s subsidiary and VIE located in the PRC available for dividend distribution. Therefore, no deferred tax liability has been accrued for the Chinese dividend withholding taxes that might be payable upon the distribution of aggregate undistributed earnings as of December 31, 2019. The impact of an uncertain tax position on the income tax return is recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Interest and penalties on income taxes will be classified as a component of the provisions for income taxes. The Group has concluded that there are no significant uncertain tax positions requiring recognition in the consolidated financial statements for the years ended December 31, 2017, 2018 and 2019. The Group did not incur any interest and penalties related to potential underpaid income tax expenses and also does not anticipate any significant increases or decreases in unrecognized tax benefits within 12 months from December 31, 2019. The Group has no material unrecognized tax benefits which would favorably affect the effective income tax rate in future years. Since the incorporation, the relevant tax authorities of the Group’s subsidiary and located in the PRC have not conducted a tax examination. In accordance with relevant PRC tax administration laws, tax years from 2016 to 2019 of the Group’s PRC subsidiary and VIE, remain subject to tax audits as of December 31, 2019, at the tax authority’s discretion. |
ORDINARY SHARES
ORDINARY SHARES | 12 Months Ended |
Dec. 31, 2019 | |
ORDINARY SHARES | |
ORDINARY SHARES | 12. ORDINARY SHARES On April 8, 2015, the Company completed its IPO on NASDAQ by offering 4,000,000 ADSs, representing 72 million ordinary shares at price of $10 per ADS. On April 27, 2015, the Company issued an additional 220,000 ADSs, representing 3.96 million of ordinary shares to the underwriter for exercising the overallotment option at price of $10 per ADS. The total proceeds from issuance of ordinary shares upon IPO are $37,294,600, after deducting the IPO related cost of $3,000,000. Upon the completion of the IPO, all of the Company’s then outstanding Series A‑1, Series A‑2 and Series B preferred shares were automatically converted into 12,202,988, 122,029,877 and 30,507,471 ordinary shares respectively, and immediately after the completion of the IPO, the indebtedness owed to Mr. Maodong Xu ("Mr. Xu"), one of the Company’s shareholder, amounting to $69.4 million was converted into 124,835,802 ordinary shares. On June 8, 2015, the Company issued 741,422,780 ordinary shares to the Company's original shareholders for the acquisition of the Company. In addition, the Company initially agreed to issue 72,000,000 ordinary shares of the Company to Mr. Xu at a purchase price of $0.5556 per share, for a total purchase price of $40,000,000. On September 7, 2015, the Company and Mr. Xu reduced the number of shares to be purchased through a supplemental agreement resulting in a final subscription amount of $15,000,000 for 27,000,000 shares. On the same date, the Company issued an additional 27,000,000 ordinary shares to Mr. Xu in relation to his additional subscription. On September 27, 2015, the Company issued and transferred 38,363,112 ordinary shares to its depositary bank representing 2,131,284 ADSs, to be issued to employees and former-employees upon the exercise of their vested share options and the registration of their vested RSUs. On July 31, 2018, the Company decided to change the ADS-to-Share ratio from the ratio of one (1) ADS to eighteen (18) Shares to a new ratio of one (1) ADS to one hundred eighty (180) Shares. On May 21, 2019, the Company issued 632,660,858 ordinary shares to Unicorn's original shareholders for the acquisition of Unicorn. As of December 31, 2017, 2018 and 2019, 37,462,294, 37,670,266 and 37,614,238 ordinary shares, respectively, out of these 38,363,112 ordinary shares had been issued to employees and former-employees upon the exercise of share options and the registration of vested RSUs. Therefore, as of December 31, 2017, 2018 and 2019, 900,818, 692,846 and 636,818 common shares, respectively, remained for future issuance. |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 12 Months Ended |
Dec. 31, 2019 | |
FAIR VALUE MEASUREMENT | |
FAIR VALUE MEASUREMENT | 13. FAIR VALUE MEASUREMENT Measured at fair value on a recurring basis The Group had no financial assets and liabilities measured and recorded at fair value on a recurring basis as of December 31, 2017, 2018 and 2019. Measured at fair value on a non-recurring basis The Group measures the acquired assets and liabilities at fair value on a nonrecurring basis as result of the business acquisition. The fair value was determined using models with significant unobservable inputs (Level 3 inputs), primarily the management projection of the future cash flow and the discount rate. The Group measures goodwill at fair value on a nonrecurring basis when it is annually evaluated or whenever events or changes in circumstances indicate that carrying amount of a reporting unit exceeds its fair value. The fair value was determined using models with significant unobservable inputs (Level 3 inputs) which primarily included management projections on the discounted future cash flow analysis including the discount rate using the weighted average cost of capital of 24% and expected revenue growth rates. No impairment loss was recognized for the year ended December 31, 2019. |
SHARE BASED COMPENSATION
SHARE BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2019 | |
SHARE BASED COMPENSATION | |
SHARE BASED COMPENSATION | 14. SHARE BASED COMPENSATION 2011 Share Incentive Plan On February 1, 2011, the Board of Directors approved the Company 2011 Share Incentive Plan (‘‘2011 Plan’’). The 2011 Plan provides for the grant of options, restricted shares, and other share-based awards. The Group recognized compensation cost on the share options to employees under 2011 Plan on a straight-line basis over the requisite service period. The options granted during 2012 and 2013 vest ratably over 48 months and the options granted during 2014 vest on the first anniversary of the date of grant. On July 27, 2015, the Board of Directors approved to grant 28,841,700 Restricted Share Units ("RSUs") awards pursuant to the 2011 Plan. Each RSU represents the contingent right of the participant to receive an ordinary share. Each RSU is an agreement to issue ordinary share at the time the award vests with zero exercise price. The issued RSUs will vest 50%, and 50%, respectively, on each anniversary of the grant date. The Group recognizes share-based compensation cost on the RSUs on a straight-line basis over the 2 years from the grant date. On September 1, 2015, the Board of Directors approved that all 3,312,618 unvested options and 28,639,900 RSUs granted under the 2011 Plan became vested and exercisable as of September 1, 2015. Meanwhile, the Board of Directors also approved that all vested and accelerated vested options and RSUs shall be exercised within 2 years from the acceleration date, i.e. September 1, 2017, which was subsequently extended by another 1 year approved by the Company on June 20, 2017. On August 31, 2018, the Company approved to extend the expiration date of these Accelerated Awards by another 1 year to September 1, 2019. On August 31, 2019, the Company approved to extend the expiration date of these Accelerated Awards by another 1 year to September 1, 2020. On July 1, 2016, under the 2011 Plan, the Board of Directors approved to grant 32,028,700 share options with exercise price of $0.20 per share to its employees and management. 40%, 30% and 30% of the shares subject to the options shall vest on the second, third and fourth anniversary of the vesting commencement date, respectively, provided that the optionee continues to be a service provider to the Group. On July 1, 2016, the Board of Directors also approved to grant 10,430,000 RSUs awards pursuant to the 2011 Plan. Each RSU represents the contingent right of the participant to receive an ordinary share. Each RSU is an agreement to issue ordinary shares at the time the award vests with zero exercise price. The issued RSUs will vest 100% when the following two conditions are both met: a) on and after the first anniversary of the grant date and b) the market price of the Company’s ADS is not less than $7 per ADS. As the second condition was not met, nil RSU was vested as of December 31, 2019. The Group recognizes share-based compensation cost on the RSUs over the 12 months from the grant date. (a) Restricted Shares Award Granted to Employees The following table summarizes the Company’s restricted shares award issued under the 2011 Plan for the year ended December 31, 2019: Outstanding RSUs Weighted average Number of grant date RSUs fair value (US$) Unvested as of January 1, 2019 7,380,000 0.133 Granted — Forfeited (950,000) Unvested as of December 31, 2019 6,430,000 0.133 Expect to vest as of December 31, 2019 6,430,000 0.133 (b) Options Granted to Employees The following table summarizes the Company’s employee share options under 2011 Plan for the year ended December 31, 2019: Weighted Weighted Weighted average Number of average average remaining Aggregate Share exercise grant date contractual Intrinsic Options options price fair value life value US$ US$ (Years) US$ Outstanding as of January 1, 2019 43,766,148 0.13 0.22 3.20 17,903 Granted — — — — — Forfeited and expired (13,872,271) 0.20 0.46 — — Exercised (56,028) — 0.08 — — Outstanding as of December 31, 2019 29,837,849 0.10 0.10 3.42 20,726 Vested and expect to vest as of December 31, 2019 29,837,849 0.10 0.10 3.42 20,726 Exercisable as of December 31, 2019 15,760,449 0.01 0.10 20,726 No share-based compensation charged to operating expenses of continuing operations for the years ended December 31, 2017, 2018 and 2019 under 2011 Plan. The share-based compensation of $1,067,786 was charged to operating expenses of discontinued operations for the year ended December 31, 2017 under 2011 Plan. The share-based compensation of $56,705 and $53,967 were credited to operating expenses of discontinued operations for the years ended December 31, 2018 and 2019 under 2011 Plan, respectively. The Company’s payroll in operating expenses for the year ended December 31, 2018 was substantially reduced in the year ended December 31, 2019, along with a substantial reduction in the Company’s head-count of employees. The July 1, 2016 grants of both the 32,028,700 share options and the 10,430,000 RSUs require participants have continuous employment to qualify for vesting of their benefits under the 2011 Plan. Accordingly, during the year ended December 31, 2019, the credit to operating expenses of discontinued operations of $53,967 is net of forfeitures related to terminated employees of $248,463 which represents prior charges for benefits that will never be received by the former employees. In addition, during the year ended December 31, 2019, the net credit of $53,967 includes a reduced charge of discontinued operations of $194,496 for the cost at benefits for remaining continuing employees (not terminated employees) still qualifying for benefits under the 2011 Plan. On September 1, 2015, the Board of Directors approved that all 3,312,618 unvested options and 28,639,900 RSUs granted under 2011 Plan became vested and exercisable (“Accelerated Awards”) as of September 1, 2015. This was accounted for as a modification. The share-based compensation of $7,503,976 from this modification was a one-time charge to operating expenses of discontinued operations for the year ended December 31, 2015. As all batches of options and RSUs outstanding as of September 1, 2015 were immediately vested on that date, the actual forfeiture rates were trued up, which resulted a reversal of $327,376 share-based compensation in discontinued operations for the year ended December 31, 2015. On June 20, 2017, the Company approved to extend the expiration date of these Accelerated Awards by another 1 year to September 1, 2018, which was accounted for as a modification. The share-based compensation of $32,491 from this modification was a one-time charge to operating expenses of discontinued operations for the year ended December 31, 2017. On August 31, 2018, the Company approved to extend the expiration date of these Accelerated Awards by another 1 year to September 1, 2019. On August 31, 2019, the Company approved to extend the expiration date of these Accelerated Awards by another 1 year to September 1, 2020. The aggregated intrinsic value of stock options outstanding and exercisable as of December 31, 2017, 2018 and 2019 was calculated based on the closing price of the Company’s ordinary shares, $1.02 per ADS (equivalent to $0.06 per ordinary share), $0.7 per ADS ($0.004 per ordinary share) and $0.82 per ADS ($0.005 per ordinary share) at December 31, 2017, 2018 and 2019, respectively. The total intrinsic value of stock options exercised during the years ended December 31, 2017, 2018 and 2019 was $52,536, $832 and $280, respectively. As of December 31, 2019, no unrecognized share-based compensation related to RSUs issued to employees and unrecognized share-based compensation related to share options of continuing operations. The fair value of the options granted/modified was estimated on the date of grant/modification with the assistance of an independent third-party appraiser, and was determined using binomial model with the following assumptions: September 1, July 1, June 20, 2015 2016 2017 Expected volatility (1) 60.3% - 65.1 % % % Risk-free interest rate (2) 0.47% - 0.88 % % % Expected dividend yield (3) nil nil nil Exercise price (4) $0.01 -$0.20 $0.20 $0.01 -$0.20 Fair value of the underlying ordinary shares (5) $0.38 $0.20 $0.12 (1) Volatility The volatility of the underlying ordinary shares during the life of the options was estimated based on average historical volatility of comparable companies for the period before the valuation date with lengths equal to the life of the options. (2) Risk-free rate Risk free rate is estimated based on yield to maturity of PRC international government bonds with maturity term close to the life of the options. (3) Dividend yield The dividend yield was estimated by the Group based on its expected dividend policy over the life of the options. (4) Exercise price The exercise price of the options was determined by the Group’s Board of Directors. (5) Fair value of underlying ordinary shares The estimated fair value of the ordinary shares underlying the options as of the respective valuation dates was determined based on a contemporaneous valuation. When estimating the fair value of the ordinary shares on the valuation dates, management has considered a number of factors, including the result of a third-party appraisal and equity transactions of the Group, while taking into account standard valuation methods and the achievement of certain events. The fair value of the ordinary shares in connection with the option grants on the valuation dates was determined with the assistance of an independent third-party appraiser. After the Company listed on NASDAQ in April 2015, the closing market price of the ordinary shares of the Company as of the grant/modification date was used as the fair value of the ordinary shares on that date. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2019 | |
NET LOSS PER SHARE | |
NET LOSS PER SHARE | 15. NET LOSS PER SHARE The calculation of the net loss per share is as follows: For the years ended December 31, 2017 2018 2019 Numerator: Net (loss)/income attributable to the Company and ordinary shareholders for computing basic net loss per ordinary shares (161,898,979) (123,239,785) (1,225,300) -Continuing operations (1,440,476) (1,808,747) 482,970 -Discontinued operations (160,458,503) (121,431,038) (1,708,270) Denominator: Weighted average ordinary shares outstanding used in computing basic net loss per ordinary shares 1,476,144,194 1,476,801,177 1,723,033,130 Weighted average ordinary shares outstanding used in computing diluted net loss per ordinary shares 1,476,144,194 1,476,801,177 1,723,033,130 Net loss per ordinary share Basic (0.11) (0.08) Diluted (0.11) (0.08) Net loss per ordinary share from continuing operations Basic Diluted Net income per share from discontinued operations Basic (0.11) (0.08) Diluted (0.11) (0.08) Weighted average shares used in calculating net loss per ordinary share Basic Continuing operations 1,476,144,194 1,476,801,177 1,723,033,130 Discontinued operations 1,476,144,194 1,476,801,177 1,723,033,130 Diluted Continuing operations 1,476,144,194 1,476,801,177 1,723,033,130 Discontinued operations 1,476,144,194 1,476,801,177 1,723,033,130 |
RELATED PARTY BALANCES AND TRAN
RELATED PARTY BALANCES AND TRANSACTIONS | 12 Months Ended |
Dec. 31, 2019 | |
RELATED PARTY BALANCES AND TRANSACTIONS | |
RELATED PARTY BALANCES AND TRANSACTIONS | 16. RELATED PARTY BALANCES AND TRANSACTIONS Nature of the relationships with related parties: Name Relationship with the Company Marvel Billion Development Limited A company under the significant influence of the Company’s former shareholder, Ms. Zhu (a) As of December 31, 2019, the following balance was due from the related party: As of December 31, Amount due from the related party 2019 US$ Marvel Billion Development Limited (i) 42,857 (i) The amounts represent the receivables due from Marvel Billion Development Limited relating to the Disposal, which has been collected on April 15, 2020. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2019 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 17. COMMITMENTS AND CONTINGENCIES Operating lease commitments The Group leases certain office premises under non-cancellable leases. Rental expenses under operating leases for the years ended December 31, 2017, 2018 and 2019 were $nil, $nil and $18,589, respectively. The future aggregate minimum lease payments under non-cancellable operating lease agreements were as follows: Years ending December 31, US$ 2020 21,120 Total 21,120 |
MAINLAND CHINA CONTRIBUTION PLA
MAINLAND CHINA CONTRIBUTION PLAN | 12 Months Ended |
Dec. 31, 2019 | |
MAINLAND CHINA CONTRIBUTION PLAN | |
MAINLAND CHINA CONTRIBUTION PLAN | 18. MAINLAND CHINA CONTRIBUTION PLAN Full time PRC employees of the Group are eligible to participate in a government-mandated multi- employer defined contribution plan under which certain pension benefits, medical care, unemployment insurance, employee housing fund and other welfare benefits are provided to these employees. The PRC labor regulations require the Group to accrue for these benefits based on a percentage of each employee’s income. Total provisions for employee benefits were $nil, $nil and $95,831 for the years ended December 31, 2017, 2018 and 2019, respectively, reported as a component of operating expenses of continuing operations when incurred. |
STATUTORY RESERVES AND RESTRICT
STATUTORY RESERVES AND RESTRICTED NET ASSETS | 12 Months Ended |
Dec. 31, 2019 | |
STATUTORY RESERVES AND RESTRICTED NET ASSETS | |
STATUTORY RESERVES AND RESTRICTED NET ASSETS | 19. STATUTORY RESERVES AND RESTRICTED NET ASSETS In accordance with the Regulations on Enterprises with Foreign Investment of China and their articles of association, the Group’s subsidiaries, VIE and VIE’s subsidiaries located in the PRC, being foreign invested enterprises established in the PRC, are required to provide for certain statutory reserves. These statutory reserve funds include one or more of the following: (i) a general reserve, (ii) an enterprise expansion fund or discretionary reserve fund, and (iii) a staff bonus and welfare fund. Subject to certain cumulative limits, the general reserve fund requires a minimum annual appropriation of 10% of after-tax profit (as determined under accounting principles generally accepted in China at each year-end); the other fund appropriations are at the subsidiaries’ or the affiliated PRC entities’ discretion. These statutory reserve funds can only be used for specific purposes of enterprise expansion, staff bonus and welfare, and are not distributable as cash dividends except in the event of liquidation of our subsidiaries, our affiliated PRC entities and their respective subsidiaries. The Group’s subsidiary, VIE and VIE’s subsidiaries are required to allocate at least 10% of their after-tax profits to the general reserve until such reserve has reached 50% of their respective registered capital. As of December 31, 2017, 2018 and 2019, none of the Group’s PRC subsidiary and VIE has a general reserve that reached 50% of their registered capital threshold and therefore they will continue to allocate at least 10% of their after tax profits to the general reserve fund. Appropriations to the enterprise expansion reserve and the staff welfare and bonus reserve are to be made at the discretion of the Board of Directors of each of the Group’s subsidiaries. The appropriation to these reserves by the Group’s PRC subsidiary, VIE and VIE’s subsidiaries were all $nil for the years ended December 31, 2017, 2018 and 2019. As a result of these PRC laws and regulations and the requirement that distributions by the PRC entities can only be paid out of distributable profits computed in accordance with the PRC GAAP, the PRC entities are restricted from transferring a portion of their net assets to the Group. Amounts restricted include paid-in capital and the statutory reserves of the Group’s PRC subsidiary, VIE and VIE’s subsidiaries. The aggregate amounts of capital and statutory reserves restricted which represented the amount of net assets of the relevant subsidiary, VIE and VIE’s subsidiaries in the Group not available for distribution were $28,213,892, $28,213,892 and $724,123 as of December 31, 2017, 2018 and 2019, respectively, including $1,614,140, $1,614,140 and $724,123 of net restricted assets recorded under VIE and VIE’s subsidiaries in the Group. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2019 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 20. SUBSEQUENT EVENTS Effect of COVID-19 Since December 2019, China has experienced an outbreak of COVID-19, a disease caused by a novel and highly contagious form of coronavirus. The severity of the outbreak in certain provinces resulted in travel restrictions, quarantine and social distancing measures imposed by the local governments across China and materially affected general commercial activities in China. The COVID-19 outbreak made it difficult to carry out our marketing activities to promote our products and services to potential customers and gave rise to sudden significant changes in regional and global economic conditions that could interfere with purchases of products or services. We currently are unable to predict the duration and severity of the spread of the COVID-19, and responses thereto, and the impact on our business, results of operations, financial condition, cash flows and liquidity, as these depend on rapidly evolving developments, which are highly uncertain and will be a function of factors beyond our control, such as the continued spread or recurrence of contagion, the implementation of effective preventative and containment measures, the development of effective medical solutions, financial and other market reactions to the foregoing, and reactions and responses of communities and societies. Any similar future outbreak of a contagious disease, other adverse public health developments in China and around the world, or the measures taken by the governments of China or other countries in response to a future outbreak of a contagious disease may restrict economic activities in affected regions, resulting in reduced business volume, temporary closure of our facilities and offices or otherwise disrupt our business operations and adversely affect our results of operations. Acquisition of NBpay Investment Limited On March 3, 2020, the Company acquired NBpay Investment Limited and its PRC subsidiary Beijing Kuali Yitong Technology Co., Ltd. (collectively, “NBpay Group”) in exchange for 761,789,601 newly issued ordinary shares of the Company. NBpay Group is a Blockchain-Based Payment Business. The former shareholder of NBpay and the seller in the acquisition, Mr. Kaiming Hu, is the solely shareholder of the Company. Mr. Hu holds approximately 26.5% of all the issued and outstanding shares of the Company immediately after the closing of the acquisition. According to unaudited financial statements of NBpay Group provided the Company pursuant to the Share Purchase Agreement dated March 2, 2020, the unaudited assets of NBpay, which are subject to change based upon a completion of an audit, were approximately $144 at February 28, 2020, consisting principally cash and cash equivalents, and the unaudited stockholders’ deficit was approximately $55,404. Change of the ADS-to-Share ratio On May 1, 2020, the Company decided to change the ADS-to-Share ratio from the existing ratio of one (1) ADS to one hundred eighty (180) Shares to a new ratio of one (1) ADS to three hundred sixty (360) Shares. Announced Private Placement On May 20, 2020, the Company announced that it has entered into a share purchase agreement regarding a private placement of US$1 million. Pursuant to the share purchase agreement dated May 19, 2020, the Company will issue and sell 300,000,000 ordinary shares to Universal Hunter (BVI) Limited, an existing shareholder of the Company, for a cash consideration of US$1 million. After the closing of this transaction, Universal Hunter (BVI) Limited will hold approximately 11.4% of the issued and outstanding ordinary shares of the Company. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Principle of consolidation | Principle of consolidation The consolidated financial statements of the Group include the financial statements of the Company, its consolidated subsidiaries, and a VIE for which the Company is the primary beneficiary. All significant inter-company transactions and balances have been eliminated upon consolidation. |
Business combinations | Business combinations Business combinations are recorded using the acquisition method of accounting. The assets acquired and the liabilities assumed are measured at their fair values as of that date. Goodwill is recognized and measured as the excess of the total consideration transferred at the acquisition date over the fair values of the identifiable net assets acquired. Consideration transferred in a business acquisition is measured at the fair value as at the date of acquisition. |
Discontinued operations | Discontinued operations A disposal of a component of an entity or a group of components of an entity shall be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations. Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be classified as held for sale, if earlier. Where an operation is classified as discontinued, a single amount is presented on the face of the consolidated statements of operations. The amount of total current assets, total non-current assets, total current liabilities and total noncurrent liabilities are presented separately on the consolidated balance sheets. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Areas where management uses subjective judgment include, but are not limited to, provision for other receivables, estimating useful lives and impairment for intangible assets, impairment of goodwill, valuation allowance for deferred tax assets and share-based compensation. Changes in facts and circumstances may result in revised estimates. Actual results could differ from those estimates, and as such, differences may be material to the consolidated financial statements. |
Foreign currency | Foreign currency The functional and reporting currency of the Company is the United States dollar (“U.S. dollars”, “US$” or “$”). The functional currency of the Company’s subsidiary, Unicorn, is U.S. dollars. The functional currency of the Company’s HK subsidiaries, Ucon, is Hong Kong dollars (“HK dollars”). The financial records of the Group’s subsidiary and VIE located in the PRC are maintained in their local currencies, the Renminbi (“RMB”), respectively, which are also the functional currencies of these entities. Transactions denominated in currencies other than the respective entities’ functional currencies are re-measured into the functional currencies, in accordance with Accounting Standards Codification (“ASC”) 830 (“ASC 830”) Foreign Currency Matters , at the exchange rates prevailing on the transaction dates. Monetary assets and liabilities denominated in foreign currencies are re-measured into the functional currencies at the exchange rates prevailing at the balance sheet date. All foreign exchange gains or losses are included in the consolidated statements of operations. Assets and liabilities are translated to the reporting currency at the exchange rates at the balance sheet date, equity accounts are translated at historical exchange rates and revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of consolidated statements of comprehensive loss. |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents consists of cash on hand and demand deposits placed with banks or other financial institutions which are unrestricted as to withdrawal and use and have original maturities less than three months. |
Accounts receivable, net of allowance | Accounts receivable, net of allowance Accounts receivable represents those receivables derived in the ordinary course of business, carried at net realizable value. The Group maintains an allowance for doubtful accounts for estimated losses on uncollected accounts receivable. Management considers the following factors when determining the collectability of specific accounts: creditworthiness of customers, aging of the receivables, past transaction history with customers and their current condition, changes in customer payment terms, specific facts and circumstances, and the overall economic climate in the industries the Group serves. Prior to the acquisition of Unicorn, accounts receivable was all derived from the Food Supply Chain business which is classified as discontinued operations in the years ended December 31, 2017 and 2018. The provision for doubtful accounts receivable of $nil, $293,814 and reversal for doubtful accounts receivable of $43,826 were recognized for this business for the years ended December 31, 2017, 2018 and 2019. No provision for doubtful accounts receivable was recognized for the year ended December 31, 2019. |
Impairment of goodwill | Impairment of goodwill The Group annually, or more frequently if the Group believes indicators of impairment exist, reviews the carrying value of goodwill to determine whether impairment may exist. Specifically, goodwill impairment is determined using a two-step process. The first step compares the fair value of each reporting unit to its carrying amount, including goodwill. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of the affected reporting unit’s goodwill to the carrying value of that goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business combination with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. An impairment loss is recognized for any excess in the carrying value of goodwill over the implied fair value of goodwill. Estimating fair value is performed by utilizing various valuation techniques, with the primary technique being a discounted cash flow. The Group has determined to perform the annual impairment tests on December 31 of each year. Prior to the acquisition of Unicorn, goodwill was attributable to the Food Supply Chain business which is classified as discontinued operations in the years ended December 31, 2017 and 2018. The impairment loss of $127,252,810 and $105,818,351 were recognized for this business for the years ended December 31, 2017 and 2018. The goodwill as of December 31, 2019 was attributable solely to the Unicorn business and no impairment loss was recognized for the year ended December 31, 2019. |
Revenue recognition | Revenue recognition The Group generates revenues primarily from a fixed-price short-term contract involving the design, development, creation, testing, installation, configuration, integration and customization of making fully operational software based on blockchain technologies and from providing related services. On January 1, 2019, the Group adopted ASU No. 2014-09, Revenue from Contracts with Customers (“ASC 606”), which supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition (“ASC 605”), using the modified retrospective transition method applied to those contracts which were not completed as of January 1, 2019. Results for reporting periods beginning after January 1, 2019 are presented under ASC 606, while prior period amounts have not been adjusted and continue to be reported in accordance with historic accounting under ASC 605. The impact of adopting the new revenue standard was not material to consolidated financial statements and there was no adjustment to beginning retained earnings on January 1, 2019. Under ASC 606, an entity recognizes revenue as the Group satisfies a performance obligation when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price, including variable consideration, if any; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Group only applies the five-step model to contracts when it is probable that the entity will collect the consideration to which it is entitled in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Group reviews the contract to determine which performance obligations it must deliver and which of these performance obligations are distinct. The Group recognizes revenue based on the amount of the transaction price that is allocated to each performance obligation when that performance obligation is satisfied or as it is satisfied. The Group’s revenue recognition policies effective on the adoption date of ASC 606 are as follows: For software development, the Group recognizes revenue over time as the Group’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced. The Group generally recognizes revenue using an input method with revenue amounts being recognized proportionately as costs are incurred relative to the total expected costs to satisfy the performance obligation. The Group believes that costs incurred as a portion of total estimated costs is an appropriate measure of progress towards satisfaction of the performance obligation since this measure reasonably depicts the progress of the work effort. Service other than those associated with the design, development, creation, testing, installation, configuration, integration and customization of making fully operational software. It may be a service performance obligation, which is distinct from performance obligation for software development. Our services are provided to customers for a fixed amount over the contract service period and revenue is recognized on a straight-line basis over the term of the contract. The Group does not disclose the value of unsatisfied performance obligations as the Group’s revenue contract is with an original expected length of one year or less. |
Cost of revenue | Cost of revenue Cost of revenues is payroll of technical personnel. |
Operating leases | Operating leases Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are charged to the consolidated statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the consolidated statements of operations. |
Income taxes | Income taxes The Group follows the liability method in accounting for income taxes in accordance to ASC topic 740 (“ASC 740”), Income Taxes . Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Group records a valuation allowance against deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The Group applies the provision of ASC 740 to account for uncertainty in income taxes. ASC 740 clarifies the accounting for uncertainty in income taxes by prescribing the recognition threshold a tax position is required to meet before being recognized in the consolidated financial statements. The Group has elected to classify interest and penalties related to unrecognized tax benefits, if and when required, as part of income tax expense in the consolidated statements of operations. |
Share-based payments | Share-based payments Share-based payment awards with employees are measured based on the grant date fair value of the equity instrument issued, and recognized as compensation costs using the straight-line method over the requisite service period, which is generally the vesting period of the options, with a corresponding impact reflected in additional paid-in capital. For share-based payment awards with market conditions, such market conditions are included in the determination of the estimated grant-date fair value. In the second quarter of 2017, the Company elected to early adopt ASU No. 2016-09, Compensation Stock Compensation (Topic 718): Improvement to Employee Share based Payment Accounting , to account for forfeitures as they occur. The cumulative-effect adjustment to accumulated deficits was $nil as a result of the adoption of ASU 2016-09. A change in any of the terms or conditions of share-based payment awards is accounted for as a modification of awards. The Group measures the incremental compensation cost of a modification as the excess of the fair value of the modified awards over the fair value of the original awards immediately before its terms are modified, based on the share price and other pertinent factors at the modification date. For vested awards, the Group recognizes incremental compensation cost in the period the modification occurred. For unvested awards, the Group recognizes, over the remaining requisite service period, the sum of the incremental compensation cost and the remaining unrecognized compensation cost for the original award on the modification date. |
Net loss per share | Net loss per share Basic loss per ordinary share is computed by dividing net loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted loss per ordinary share reflects the potential dilution that could occur if securities were exercised or converted into ordinary shares. The Group had stock options and restricted share units, which could potentially dilute basic loss per share in the future. To calculate the number of shares for diluted loss per ordinary share, the effect of the stock options and restricted share units is computed using the treasury stock method. Potential ordinary shares in the diluted net loss per share computation are excluded in periods of losses from operations, as their effect would be anti-dilutive. In accordance with ASC Topic 260, Earnings per Share (“ASC 260”), basic loss per share is computed by dividing net loss attributable to ordinary shareholders by the weighted average number of unrestricted ordinary shares outstanding during the year. Diluted loss per share is calculated by dividing net loss attributable to ordinary shareholders as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Contingently issuable shares, including performance-based share awards and contingent considerations to be settled in shares, are included in the computation of basic earnings per share only when there is no circumstance under which those shares would not be issued. Contingently issuable shares are included in the denominator of the diluted loss per share calculation as of the beginning of the period or as of the inception date of the contingent share arrangement, if later, only when dilutive and when all the necessary conditions have been satisfied as of the reporting period end. For contracts that may be settled in ordinary shares or in cash at the election of the Company, share settlement is presumed, pursuant to which incremental shares relating to the number of shares that would be required to settle the contract are included in the denominator of diluted loss per share calculation if the effect is more dilutive. For the contracts that may be settled in ordinary shares or in cash at the election of the counterparty, the more dilutive option of cash or share settlement is used for the purposes of diluted loss per share calculation, pursuant to which share settlement requires the number of shares that would be required to settle the contract be included in the denominator whereas cash settlement requires an adjustment to be made to the numerator for any changes in income or loss that would result as if the contract had been classified as an asset or a liability for accounting purposes during the period for a contract that is classified as equity for accounting purposes, if the effect is more dilutive. Ordinary equivalent shares consist of the ordinary shares issuable upon the exercise of the share options, using the treasury stock method. Ordinary share equivalents are excluded from the computation of diluted loss per share if their effects would be anti-dilutive. |
Comprehensive loss | Comprehensive loss Comprehensive loss is defined as the decrease in equity of the Company during a period from transactions and other events and circumstances excluding transactions resulting from investments by owners and distributions to owners. Comprehensive loss is reported in the consolidated statements of comprehensive loss, including net loss and foreign currency translation adjustments, presented net of tax. |
Segment reporting | Segment reporting The Group follows ASC 280, Segment Reporting . The Company’s Chief Executive Officer or chief operating decision-maker reviews the consolidated financial results when making decisions about allocating resources and assessing the performance of the Group as a whole and hence, the Group has only one reportable segment. The Group operates and manages its business as a single segment through the provision of design, development, creation, testing, installation, configuration, integration and customization of making fully operational software based on blockchain technologies and related services. As all the Group’s revenues are derived from within British Virgin Islands, no geographical segments are presented. |
Fair value | Fair value Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. Authoritative literature provides a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows: Level 1-inputs are based upon quoted prices for instruments traded in active markets. Level 2-inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based calculation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3-inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, cash flow models, and similar techniques. |
Fair value of financial instruments | Fair value of financial instruments Financial instruments include cash and cash equivalents, amounts due from a related party and accounts receivable. The carrying values of cash, amounts due from a related party and accounts receivable approximate their fair values reported in the consolidated balance sheets due to the short-term maturities. Financial assets and liabilities measured at fair value on a non-recurring basis include acquired assets and liabilities and goodwill based on Level 3 inputs in connection with business acquisition. |
Recent accounting pronouncements | Recent accounting pronouncements As a company with less than US$1 billion in gross revenue for the last fiscal year, we qualify as an “emerging growth company” (“EGC”) pursuant to the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include a provision that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. We will take advantage of the extended transition period. In February 2016, the FASB issued ASU2016-02, Leases (Topic 842) , to increase transparency and comparability among organizations by recognizing a right-of-use asset and a lease liability for all leases with terms longer than 12 months. Leases will be classified as either operating or financing. The definition of a lease has been revised in regards to when an arrangement conveys the right to control the use of the identified asset under the arrangement which may result in changes to the classification of an arrangement as a lease. The ASU expands the disclosure requirements of lease arrangements. The guidance is effective for fiscal years beginning after December 15, 2018, including interim reporting periods within that reporting period, for public business entities. In September 2017, the FASB issued additional amendments providing clarification and implementation guidance. In January 2018, the FASB issued an update that permits an entity to elect an optional transition practical expedient to not evaluate land easements that existed or expired before the entity’s adoption of the new standard and that were not previously accounted for as leases. The provisions of ASU 2016-02 are to be applied using a modified retrospective approach. In July 2018, the FASB issued an update, which provides entities with an additional (and optional) transition method to adopt the new leases standard. Under this method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, the prior comparative period’s financials will remain the same as those previously presented. The new standard becomes effective for the Company for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. The standard requires a modified retrospective adoption, with early adoption permitted. The Company is currently evaluating the impact of adopting this new guidance on its consolidated financial statements. The Group as an EGC has elected to adopt the new lease standard as of the effective date applicable to nonissuers and will implement the new lease standard on January 1, 2021 using the modified retrospective method. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. In addition, the Group will elect the transition practical referred to as the “package of three”, that must be taken together and allows entities to (1) not reassess whether existing contracts contain leases, (2) carryforward the existing lease classification, and (3) not reassess initial direct costs associated with existing leases. The Group is in the process of evaluating the impact on its consolidated financial statements, as well as the impact of adoption on policies, practices, systems and financial statement disclosures. As of December 31, 2019, the Group has US$21,120 of future minimum operating lease commitments that are not currently recognized on its consolidated balance sheets (see note 17). In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU provides more useful information about expected credit losses to financial statement users and changes how entities will measure credit losses on financial instruments and timing of when such losses should be recognized. This ASU is effective for annual and interim periods beginning after December 15, 2019 for the public business entities. As amended in ASU 2018-19, for companies that file under private company guidelines, this ASU will take effect for fiscal years beginning after December 15, 2022, and for interim periods within those fiscal years. Early adoption is permitted for all entities for annual periods beginning after December 15, 2018, and interim periods therein. The Group as an EGC has elected to adopt the new ASU as of the effective date applicable to nonissuers and will implement the new ASU on January 1, 2023 using the modified retrospective method. The updates should be applied through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). The Group is in the process of evaluating the impact on its consolidated financial statements upon adoption. In January 2017, the FASB issued ASU 2017-04, ASC Topic 350 “Intangibles—Goodwill and Other: Simplifying the Test for Goodwill Impairment.” The standard eliminates the requirement to measure the implied fair value of goodwill by assigning the fair value of a reporting unit to all assets and liabilities within that unit (“the Step 2 test”) from the goodwill impairment test. Instead, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited by the amount of goodwill in that reporting unit. The standard will become effective for fiscal years beginning after December 15, 2022 and must be applied to any annual or interim goodwill impairment assessments after that date. Early adoption is permitted. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (“ASU 2018-13”). ASU 2018-13 modifies the disclosure requirements for fair value measurements by removing, modifying, or adding certain disclosures. The amendments in ASU 2018-13 will be effective for us beginning after January 1, 2020 including interim periods within the year. Early adoption is permitted. An entity is permitted to early adopt any removed or modified disclosures upon issuance of ASU No. 2018-13 and delay adoption of the additional disclosures until their effective date. We do not expect the amendments of this guidance to have a material impact on our consolidated financial statements. In October 2018, the FASB issued ASU No. 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities : The amendments in this ASU are effective for public business entities with fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The amendments are also effective for private entities with fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021.All entities are required to apply the amendments in this ASU retrospectively with a cumulative-effect adjustment to retained earnings at the beginning of the earliest period presented. Early adoption is permitted. The Group is in the process of evaluating the impact on its consolidated financial statements upon adoption. |
ORGANIZATION AND PRINCIPAL AC_2
ORGANIZATION AND PRINCIPAL ACTIVITIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
ORGANIZATION AND PRINCIPAL ACTIVITIES | |
Schedule of the Company's major subsidiaries and VIE (collectively, the "Group") | As of December 31, 2019, the Company’s major subsidiaries and a VIE (collectively, the “Group”) are as follows: Place of Percentage Date of establishment/ of legal acquisition incorporation ownership Subsidiaries: Unicorn Investment Limited (“Unicorn”) May 21, 2019 British Virgin Islands 100 % Ucon Capotal (HK) Limited(“Ucon”) May 21, 2019 Hong Kong 100 % Beijing Lianji Future Technology Co., Ltd. (“Lianji Future” or "WFOE") May 21, 2019 PRC 100 % VIE: Beijing Lianji Technology Co., Ltd. (“Lianji Technology” or “VIE”) May 21, 2019 PRC N/A |
Schedule of the financial statement balances and amounts of the VIE | The following financial statement balances and amounts of the VIE were included in the accompanying consolidated financial statements as follows: December 31, 2019 US$ Cash and cash equivalents 153,725 Prepaid expenses and other current assets, net 7,707 Total current assets 161,432 TOTAL ASSETS 161,432 Accrued expenses and other current liabilities 70,781 Total current liabilities 70,781 TOTAL LIABILITIES 70,781 For the year ended December 31, 2019 US$ Revenues — Net loss (284,611) For the year ended December 31, 2019 US$ Net cash provided by operating activities 82,608 Net cash provided by investing activities 71,409 Net cash provided by financing activities — |
BUSINESS ACQUISITION (Tables)
BUSINESS ACQUISITION (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
BUSINESS ACQUISITION | |
Schedule of allocation of purchase price for the acquisition | The purchase price for the acquisition was allocated as follows: US$ Useful life Net tangible assets 124,648 Intangible assets: Cryptocurrencies 1,200,000 Indefinite useful life Total 1,324,648 Goodwill 5,529,178 Total consideration 6,853,826 |
Schedule of unaudited pro forma information | The following unaudited pro forma information summarizes the results of operations for the year ended December 31, 2019 of the Group as if the acquisition had occurred on January 1, 2019. The following pro forma financial information is not necessarily indicative of the results that would have occurred had the acquisition been completed at the beginning of the period indicated, nor is it indicative of future operating results: For the year ended December 31, 2019 US$ (unaudited) Pro forma revenues 1,888,000 Pro forma net income 792,840 Pro forma net income per ordinary share-basic 0.00 Pro forma net income per ordinary share-diluted 0.00 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
DISCONTINUED OPERATIONS | |
Schedule of financial results of the Food Supply Chain Entities | The financial results of the Food Supply Chain Entities are set out below. The assets, liabilities, revenue and expenses have been reclassified as discontinued operations to retrospectively reflect the changes for the year ended December 31, 2017 and 2018. |
Schedule of nature of the relationships of discontinued operations with related parties | For the year ended December 31, 2017 2018 2019 US$ US$ US$ Net revenues 84,181,695 36,455,296 732,551 Cost of revenues (83,632,927) (35,579,218) (685,858) Gross profit 548,768 876,078 46,693 Operating expenses (167,481,208) (123,465,792) (1,268,897) Loss from operations (166,932,440) (122,589,714) (1,222,204) Interest expense, net (411,164) (906,539) (413,199) Other income/(expenses), net 27,921 (33,191) 108,556 Loss before income tax (167,315,683) (123,529,444) (1,526,847) Provision for income tax 6,857,180 2,098,406 (181,423) Loss from discontinuing operations attributable to owners of the Company (160,458,503) (121,431,038) (1,708,270) |
Schedule of balances due from/ to the related parties attributable to discontinued operations | As of December 31, 2017 and 2018, the following balances were due from/ to the related parties: Current assets As of December 31, Amount due from related parties 2017 2018 US$ US$ Zhejiang Sunward Fishery Restaurant Co., Ltd. 1,589,780 — (i) Shanghai Congshao Dessert Co., Ltd. 373,704 812,352 (i) Shanghai Xiao Nan Guo Hai Zhi Yuan Restaurant Management Co., Ltd., net of allowance for doubtful account of $nil and $676,476 at December 31, 2017 and December 31, 2018, respectively 261,399 — (i) Shanghai Congshao Restaurant Management Co., Ltd. 154,276 85,235 (i) Shanghai Zhonghengkuaijian Brand Management Co., Ltd. 136,392 195,739 (i) Shenzhen Bangrun Commercial factoring Co., Ltd. 117,615 — (i) Shanghai Zhongxiao Brand Management Co., Ltd. 113,018 162,356 (i) Nanjing Xinzijin Sunward Fishery Restaurant Co., Ltd. 110,753 — (i) Zhejiang Zhonggangjumei Supply Chain Management Co., Ltd. 59,610 — (i) Nanjing Jiangdong Sunward Fishery Restaurant Co., Ltd. 32,823 6,331 (i) Shanghai Zhongyou Information Technology Co., Ltd. 32,309 48,244 (i) Nanjing Yongji Sunward Fishery Restaurant Co., Ltd. 32,266 35,410 (i) Shanghai Putuo Sunward Fishery Restaurant Co., Ltd. 24,974 9,722 (i) CCLG 17,467 30,573 (i) Tianjin Congshao Restaurant Management Co., Ltd. 3,036 — (i) Ningbo Tianyi Sunward Fishery Restaurant Co., Ltd. 1,648 — (i) Shenzhen Congshao Restaurant Management Co., Ltd. 1,517 1,636 (i) Wuhan Congshao Restaurant Management Co., Ltd. 210 1,658 (i) Shanghai Zhongmin Investment Development Group Co., Ltd. — 909,025 (ii) Ningbo Yinzhou Sunward Logistics Co., Ltd. — 80,213 (i) Shanghai Nuopin Company Management Co., Ltd. — 123 Shanghai Shipin Company Management Co., Ltd. — 92 Total 3,062,797 2,378,709 (i) The amounts represent the receivables due from related parties relating to the online direct sales and online platform services. (ii) The amount represents the payable due from related parties relating to the daily operations. Current liabilities As of December 31, Amount due to related parties 2017 2018 US$ US$ Ms. Zhu 385,123 844,384 (iv) Ms. Wang — 395,832 (iv) WM Ming Hotel Co., Ltd. 89,938 945,082 (iii) Chung So Si Fong Dessert Limited 84,054 493,973 (iii) Ningbo dongqian lake tourist resort Xiyue leisure tourism Co., Ltd. 38,424 — (iii) Shanghai MIN Zunshi Trading Co., Ltd. 3,483 3,647 (iii) Ningbo Yinzhou Sunward Logistics Co., Ltd. 1,649 — (iii) Cong Shao (Macao) Star Dessert Co., Ltd 1,212 — (iii) Shanghai MIN Hongshi Trading Co., Ltd. — 1,514,246 (iv) Xiao Nan Guo (Group) Co., Ltd. — — (iv) Shanghai Xiao Nan Guo Restaurant Co., Ltd. — 436,332 (iv) Shanghai Zhongmin Investment Management Co., Ltd — 407,243 (iv) Hong Kong Sunward Fishery Restaurant Management Co., Ltd. — 88,768 (iii) Zhejiang Sunward Fishery Restaurant Co., Ltd. — 5,084 (iii) Tianjin Congshao Restaurant Management Co., Ltd. — 118 (iii) Total 603,883 5,134,709 (iii) The amounts represent the payables due to related parties relating to online direct sales and online platform services. (iv) The amount represents the payable due to related parties relating to the daily operations. Non-current liabilities As of December 31, Amount due to related parties 2017 2018 US$ US$ Ms. Zhu 5,685,971 5,704,257 (v) Shanghai Jiangbo Business Consulting Co., Ltd. — 1,188,059 (vi) Total 5,685,971 6,892,316 (v) The amount represents the balance due to related parties relating to the loan borrowed from Ms. Zhu and maturity date on December 31, 2020. For the year ended December 31, 2018, interest expense incurred on loan from Ms. Zhu was $374,273. The amount represents the balance due to related parties relating to the loan borrowed from Shanghai Jiangbo Business Consulting Co., Ltd. and maturity date on December 31, 2020. |
ACCOUNTS RECEIVABLE, NET (Table
ACCOUNTS RECEIVABLE, NET (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
ACCOUNTS RECEIVABLE, NET | |
Schedule of Accounts, Notes, Loans and Financing Receivable | Accounts receivable and allowance for doubtful accounts consist of the following: As of December 31, 2019 US$ Accounts receivable 1,648,000 Less: allowance for doubtful accounts — 1,648,000 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET | |
Schedule of prepayments and other current assets | Prepaid expenses and other current assets consist of the following: As of December 31, 2017 2018 2019 US$ US$ US$ Other receivables, net of allowance for doubtful accounts of $nil, $166,535 and $nil at December 31, 2017, 2018 and 2019, respectively (i) 164,455 — 2,566 Prepaid rental expenses — — 5,141 164,455 — 7,707 (i) A provision for loss is recognized in operating expenses when the loss on such assets is determined to be probable and amount can be reasonably estimated. The Group provided provision of $nil, $166,535 and $nil for other receivables during the years ended December 31, 2017 and 2018, respectively and wrote-off provision of $166,535 during the year ended December 31, 2019. |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
INTANGIBLE ASSETS, NET | |
Schedule of intangible assets | Intangible assets, net consist of the following: As of December 31, 2019 US$ Cryptocurrencies 1,208,340 Total 1,208,340 Less: Accumulated impairment — Intangible assets, net 1,208,340 The movement of intangible assets for the year ended December 31, 2019 is as follows: US$ Balance as of January 1, 2019 — Through the acquisition of Unicorn (i) 1,200,000 Addition (ii) 10,402 Disposal (ii) (2,062) Balance as of December 31, 2019 1,208,340 (i) The Group acquired 60,000,000 Fifity Five (“FF”) through the acquisition of Unicorn. FF is a cryptocurrency based on ERC 20 and can be traded on BestTrade. The Group recognized and measured FF at its historical cost at 0.02 per FF. (ii) During the year ended 2019, the Group sold 103,107 FF for USDT amounting to $10,402. A net gain of $8,340 was recognized for the year ended December 31, 2019. |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
GOODWILL | |
Schedule Of Changes In Goodwill | As of December 31, 2019 US$ Balance as of January 1, 2019 — Addition 5,529,178 Balance as of December 31, 2019 5,529,178 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | |
Schedule of accrued expenses and other current liabilities | As of December 31, 2017 2018 2019 US$ US$ US$ Accrued payroll and welfare — — 59,897 Payables for professional fees 208,375 778,938 736,227 Other tax payable — — 7,697 Others 118,160 118,160 32,731 326,535 897,098 836,552 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
INCOME TAXES | |
Schedule of significant components of the deferred tax assets and liabilities | As of December 31, 2019 US$ Deferred tax assets Net operating loss carry forwards 199,827 Valuation allowance (199,827) Total deferred tax assets — |
Schedule of reconciliation between the income taxes benefit computed by applying the PRC tax rate to loss before income taxes and the actual provision (credit) of income taxes | For the year ended December 31, 2019 US$ Net income before provision for income taxes 482,970 Statutory tax rates in the PRC 25 % Income tax at statutory tax rate 120,743 Expenses not deductible for tax purposes: Entertainment expenses exceeded tax limit 18 Effect of income tax rate difference in other jurisdiction (191,895) Changes in valuation allowance 71,134 Income tax benefits — |
SHARE BASED COMPENSATION (Table
SHARE BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
SHARE BASED COMPENSATION | |
Schedule of Outstanding RSUs | Outstanding RSUs Weighted average Number of grant date RSUs fair value (US$) Unvested as of January 1, 2019 7,380,000 0.133 Granted — Forfeited (950,000) Unvested as of December 31, 2019 6,430,000 0.133 Expect to vest as of December 31, 2019 6,430,000 0.133 |
Summary of information regarding share options granted | Weighted Weighted Weighted average Number of average average remaining Aggregate Share exercise grant date contractual Intrinsic Options options price fair value life value US$ US$ (Years) US$ Outstanding as of January 1, 2019 43,766,148 0.13 0.22 3.20 17,903 Granted — — — — — Forfeited and expired (13,872,271) 0.20 0.46 — — Exercised (56,028) — 0.08 — — Outstanding as of December 31, 2019 29,837,849 0.10 0.10 3.42 20,726 Vested and expect to vest as of December 31, 2019 29,837,849 0.10 0.10 3.42 20,726 Exercisable as of December 31, 2019 15,760,449 0.01 0.10 20,726 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
NET LOSS PER SHARE | |
Schedule of net loss per share, basic and diluted | For the years ended December 31, 2017 2018 2019 Numerator: Net (loss)/income attributable to the Company and ordinary shareholders for computing basic net loss per ordinary shares (161,898,979) (123,239,785) (1,225,300) -Continuing operations (1,440,476) (1,808,747) 482,970 -Discontinued operations (160,458,503) (121,431,038) (1,708,270) Denominator: Weighted average ordinary shares outstanding used in computing basic net loss per ordinary shares 1,476,144,194 1,476,801,177 1,723,033,130 Weighted average ordinary shares outstanding used in computing diluted net loss per ordinary shares 1,476,144,194 1,476,801,177 1,723,033,130 Net loss per ordinary share Basic (0.11) (0.08) Diluted (0.11) (0.08) Net loss per ordinary share from continuing operations Basic Diluted Net income per share from discontinued operations Basic (0.11) (0.08) Diluted (0.11) (0.08) Weighted average shares used in calculating net loss per ordinary share Basic Continuing operations 1,476,144,194 1,476,801,177 1,723,033,130 Discontinued operations 1,476,144,194 1,476,801,177 1,723,033,130 Diluted Continuing operations 1,476,144,194 1,476,801,177 1,723,033,130 Discontinued operations 1,476,144,194 1,476,801,177 1,723,033,130 |
RELATED PARTY BALANCES AND TR_2
RELATED PARTY BALANCES AND TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
RELATED PARTY BALANCES AND TRANSACTIONS | |
Schedule of nature of the relationships with related parties | Nature of the relationships with related parties: Name Relationship with the Company Marvel Billion Development Limited A company under the significant influence of the Company’s former shareholder, Ms. Zhu |
Schedule of balances due from related party | (a) As of December 31, 2019, the following balance was due from the related party: As of December 31, Amount due from the related party 2019 US$ Marvel Billion Development Limited (i) 42,857 The amounts represent the receivables due from Marvel Billion Development Limited relating to the Disposal, which has been collected on April 15, 2020. |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
COMMITMENTS AND CONTINGENCIES | |
The schedule of the future minimum lease payments under non-cancelable operating lease agreements | The future aggregate minimum lease payments under non-cancellable operating lease agreements were as follows: Years ending December 31, US$ 2020 21,120 Total 21,120 |
ORGANIZATION AND PRINCIPAL AC_3
ORGANIZATION AND PRINCIPAL ACTIVITIES - Additional Information (Details) - USD ($) | Jul. 22, 2019 | May 21, 2019 | Dec. 31, 2019 |
Organization Consolidation And V I E Arrangements [Line Items] | |||
Maximum foreign ownership in equity interest of PRC internet businesses (as a percent) | 50.00% | ||
Term of agreement | 10 years | ||
New Admiral Limited [Member] | Marvel Billion Development Limited [Member] | |||
Organization Consolidation And V I E Arrangements [Line Items] | |||
Payment received from sale of equity interest of a subsidiary | $ 1,000,000 | ||
Payment by Buyer for net liabilities | $ 4,521,053 | ||
Unicorn | |||
Organization Consolidation And V I E Arrangements [Line Items] | |||
Ordinary shares issued for consideration | 632,660,858 |
ORGANIZATION AND PRINCIPAL AC_4
ORGANIZATION AND PRINCIPAL ACTIVITIES (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Unicorn | |
Variable Interest Entity, Qualitative or Quantitative Information, Date Involvement Began | May 21, 2019 |
Variable Interest Entity, Qualitative or Quantitative Information, Place of Establishment | British Virgin Islands |
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 100.00% |
Ucon Capotal (HK) Limited [Member] | |
Variable Interest Entity, Qualitative or Quantitative Information, Date Involvement Began | May 21, 2019 |
Variable Interest Entity, Qualitative or Quantitative Information, Place of Establishment | Hong Kong |
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 100.00% |
Beijing Lianji Future Technology Co., Ltd [Member] | |
Variable Interest Entity, Qualitative or Quantitative Information, Date Involvement Began | May 21, 2019 |
Variable Interest Entity, Qualitative or Quantitative Information, Place of Establishment | PRC |
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 100.00% |
Beijing Lianji Technology Co., Ltd. [Member] | |
Variable Interest Entity, Qualitative or Quantitative Information, Date Involvement Began | May 21, 2019 |
Variable Interest Entity, Qualitative or Quantitative Information, Place of Establishment | PRC |
ORGANIZATION AND PRINCIPAL AC_5
ORGANIZATION AND PRINCIPAL ACTIVITIES - Financial statement balances and amounts of the VIE and VIE's subsidiaries (Details) - USD ($) | May 21, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Organization Consolidation And V I E Arrangements [Line Items] | ||||
Maximum foreign ownership in equity interest of PRC internet businesses (as a percent) | 50.00% | |||
Financial statement balances and amounts of the VIEs and VIEs' subsidiaries | ||||
Cash and cash equivalents | $ 435,211 | $ 1,191 | $ 19,740 | |
Prepaid expenses and other current assets, net | 7,707 | 0 | 164,455 | |
Total current assets | 2,133,775 | 4,618,757 | 12,086,552 | |
TOTAL ASSETS | 8,871,293 | 5,024,778 | 134,173,150 | |
Accrued expenses and other current liabilities | 836,552 | 897,098 | 326,535 | |
Total current liabilities | 836,552 | 20,289,199 | 20,836,886 | |
TOTAL LIABILITIES | 836,552 | 27,211,055 | 30,623,291 | |
Revenues | 1,738,000 | 0 | 0 | |
Net loss | (1,225,300) | (123,239,785) | (161,898,979) | |
Net cash provided by operating activities | (644,621) | (4,331,190) | (9,873,748) | |
Net cash provided by investing activities | 588,339 | (13,064) | (741,079) | |
Net cash provided by financing activities | 0 | 1,686,123 | 12,642,573 | |
Unicorn | ||||
Financial statement balances and amounts of the VIEs and VIEs' subsidiaries | ||||
Shareholder consideration of newly issued ordinary shares | 632,660,858 | |||
VIEs [Member] | ||||
Financial statement balances and amounts of the VIEs and VIEs' subsidiaries | ||||
Cash and cash equivalents | 153,725 | |||
Prepaid expenses and other current assets, net | 7,707 | |||
Total current assets | 161,432 | |||
TOTAL ASSETS | 161,432 | |||
Accrued expenses and other current liabilities | 70,781 | 0 | 0 | |
Total current liabilities | 70,781 | |||
TOTAL LIABILITIES | 70,781 | |||
Revenues | 0 | $ 0 | $ 0 | |
Net loss | (284,611) | |||
Net cash provided by operating activities | 82,608 | |||
Net cash provided by investing activities | $ 71,409 | |||
Percentage contributed to consolidated total assets | 1.80% | 0.00% | 0.00% | |
Percentage contributed to consolidated total liabilities | 8.50% | 0.00% | 0.00% |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Provision for Doubtful Accounts | $ 293,814 | $ 0 | |
Reversal for doubtful accounts receivable | $ 43,826 | ||
Provision for doubtful accounts receivable | 0 | ||
Impairment loss | 0 | $ 105,818,351 | $ 127,252,810 |
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | $ 0 | ||
Description Of Emerging Growth Company | As a company with less than US$1 billion in gross revenue for the last fiscal year, we qualify as an "emerging growth company" ("EGC") pursuant to the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). | ||
Operating Leases, Future Minimum Payments Due | $ 21,120 |
CONCENTRATION OF RISK - Additio
CONCENTRATION OF RISK - Additional information (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
CONCENTRATION OF RISK | |||
Percentage Of Fluctuations in Foreign Exchange rate | 1.30% | 5.70% | 6.30% |
BUSINESS ACQUISITION - Allocati
BUSINESS ACQUISITION - Allocation of purchase price of the acquisition (Details) - USD ($) | May 21, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Intangible assets: | ||||
Goodwill | $ 5,529,178 | $ 0 | $ 0 | |
Unicorn | ||||
Purchase price allocation | ||||
Net tangible assets | $ 124,648 | |||
Intangible assets: | ||||
Cryptocurrencies | 1,200,000 | |||
Total | 1,324,648 | |||
Goodwill | 5,529,178 | |||
Total consideration | $ 6,853,826 |
BUSINESS ACQUISITION - Unaudite
BUSINESS ACQUISITION - Unaudited pro forma information (Details) - Unicorn | 12 Months Ended |
Dec. 31, 2019USD ($)$ / shares | |
Business Acquisition [Line Items] | |
Pro forma revenues | $ | $ 1,888,000 |
Pro forma net income | $ | $ 792,840 |
Pro forma net income per ordinary share-basic | $ / shares | $ 0 |
Pro forma net income per ordinary share-diluted | $ / shares | $ 0 |
BUSINESS ACQUISITION - Addition
BUSINESS ACQUISITION - Additional information (Details) - Unicorn | May 21, 2019$ / sharesshares |
Business Acquisition [Line Items] | |
Consideration in shares | shares | 632,660,858 |
ADS [Member] | |
Business Acquisition [Line Items] | |
Stock price per share | $ / shares | $ 1.95 |
DISCONTINUED OPERATIONS - Finan
DISCONTINUED OPERATIONS - Financial results of food supply chain entities (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Carrying amounts of assets disposed | |||
Current assets of discontinued operations | $ 0 | $ 4,617,566 | $ 11,902,357 |
Non-current assets of discontinued operations | 0 | 406,021 | 122,086,598 |
Carrying amounts of liabilities disposed | |||
Current liabilities of discontinued operations | 0 | 19,392,101 | 20,510,351 |
Non-current liabilities of discontinued operations | 0 | 6,892,316 | 9,638,705 |
Income statement disclosures | |||
Loss from discontinuing operations attributable to owners of the Company | (1,708,270) | (121,431,038) | (160,458,503) |
Discontinued Operations, Disposed of by Sale [Member] | |||
Carrying amounts of assets disposed | |||
Amounts due from related parties | 2,378,709 | 3,062,797 | |
Carrying amounts of liabilities disposed | |||
Amounts due to related parties | 5,134,709 | 603,883 | |
Amount due to related parties | 6,892,316 | 5,685,971 | |
Discontinued Operations, Disposed of by Sale [Member] | Food Supply Chain Entities | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Loss recognized on disposal | 4,521,053 | ||
Carrying amounts of assets disposed | |||
Cash and cash equivalents | 355,482 | 4,892,430 | |
Accounts receivable, net of allowance of $nil and $295,472 as of December 31, 2017 and 2018 | 176,120 | 1,327,137 | |
Inventories | 585,760 | 538,660 | |
Prepaid expenses and other current assets, net | 1,121,495 | 2,081,333 | |
Amounts due from related parties | 2,378,709 | 3,062,797 | |
Current assets of discontinued operations | 4,617,566 | 11,902,357 | |
Property and equipment, net | 406,021 | 1,795,233 | |
Acquired intangible assets, net | 0 | 10,263,941 | |
Investment | 0 | 768,486 | |
Goodwill | 0 | 108,940,433 | |
Deferred tax assets | 0 | 156,782 | |
Other non-current assets | 0 | 161,723 | |
Non-current assets of discontinued operations | 406,021 | 122,086,598 | |
Total assets of discontinued operations | 5,023,587 | 133,988,955 | |
Carrying amounts of liabilities disposed | |||
Short-term bank borrowings | 7,272,198 | 7,684,859 | |
Accounts and notes payable | 542,732 | 2,012,145 | |
Accrued expenses and other current liabilities | 6,019,646 | 8,965,725 | |
Advance from customers | 422,816 | 1,243,739 | |
Amounts due to related parties | 5,134,709 | 603,883 | |
Current liabilities of discontinued operations | 19,392,101 | 20,510,351 | |
Other non-current liabilities | 0 | 1,386,749 | |
Deferred tax liabilities | 0 | 2,565,985 | |
Amount due to related parties | 6,892,316 | 5,685,971 | |
Non-current liabilities of discontinued operations | 6,892,316 | 9,638,705 | |
Total liabilities of discontinued operations | 26,284,417 | 30,149,056 | |
Net of allowance of account receivable | 295,472 | 0 | |
Income statement disclosures | |||
Net revenues | 732,551 | 36,455,296 | 84,181,695 |
Cost of revenues | (685,858) | (35,579,218) | (83,632,927) |
Gross profit | 46,693 | 876,078 | 548,768 |
Operating expenses | (1,268,897) | (123,465,792) | (167,481,208) |
Loss from operations | (1,222,204) | (122,589,714) | (166,932,440) |
Interest expense, net | (413,199) | (906,539) | (411,164) |
Other income/(expenses), net | 108,556 | (33,191) | 27,921 |
Loss before income tax | (1,526,847) | (123,529,444) | (167,315,683) |
Provision for income tax | (181,423) | 2,098,406 | 6,857,180 |
Loss from discontinuing operations attributable to owners of the Company | $ (1,708,270) | $ (121,431,038) | $ (160,458,503) |
DISCONTINUED OPERATIONS - Balan
DISCONTINUED OPERATIONS - Balances due from/to related parties (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Ms. Zhu [Member] | |||
Noncurrent liabilities | |||
Interest expense | $ 374,273 | ||
Shanghai Xiao Nan Guo Hai Zhi Yuan Restaurant Management Co.,Ltd. [Member] | |||
Noncurrent liabilities | |||
Provision For Doubtful Accounts Due From Related Parties | 0 | ||
Discontinued Operations, Disposed of by Sale [Member] | |||
Current assets | |||
Amount due from related parties | 2,378,709 | $ 3,062,797 | |
Current liabilities | |||
Amount due to related parties | 5,134,709 | 603,883 | |
Noncurrent liabilities | |||
Amount due to related parties | 6,892,316 | 5,685,971 | |
Discontinued Operations, Disposed of by Sale [Member] | Ms. Zhu [Member] | |||
Current liabilities | |||
Amount due to related parties | [1] | 844,384 | 385,123 |
Noncurrent liabilities | |||
Amount due to related parties | [2] | 5,704,257 | 5,685,971 |
Discontinued Operations, Disposed of by Sale [Member] | Ms Wang [Member] | |||
Current liabilities | |||
Amount due to related parties | [1] | 395,832 | 0 |
Discontinued Operations, Disposed of by Sale [Member] | WM Ming Hotel Co., Ltd. [Member] | |||
Current liabilities | |||
Amount due to related parties | [3] | 945,082 | 89,938 |
Discontinued Operations, Disposed of by Sale [Member] | Chung So Si Fong Dessert Limited [Member] | |||
Current liabilities | |||
Amount due to related parties | [3] | 493,973 | 84,054 |
Discontinued Operations, Disposed of by Sale [Member] | Ningbo dongqian lake tourist resort Xiyue leisure tourism Co., Ltd. [Member] | |||
Current liabilities | |||
Amount due to related parties | [3] | 0 | 38,424 |
Discontinued Operations, Disposed of by Sale [Member] | Shanghai MIN Zunshi Trading Co Ltd [Member] | |||
Current liabilities | |||
Amount due to related parties | [3] | 3,647 | 3,483 |
Discontinued Operations, Disposed of by Sale [Member] | Zhejiang Sunward Fishery Restaurant Co., Ltd. [Member] | |||
Current assets | |||
Amount due from related parties | [4] | 0 | 1,589,780 |
Current liabilities | |||
Amount due to related parties | [3] | 5,084 | 0 |
Discontinued Operations, Disposed of by Sale [Member] | Shanghai Congshao Dessert Co., Ltd [Member] | |||
Current assets | |||
Amount due from related parties | [4] | 812,352 | 373,704 |
Discontinued Operations, Disposed of by Sale [Member] | Shanghai Xiao Nan Guo Hai Zhi Yuan Restaurant Management Co.,Ltd. [Member] | |||
Current assets | |||
Amount due from related parties | [4] | 0 | 261,399 |
Discontinued Operations, Disposed of by Sale [Member] | Shanghai Congshao Restaurant Management Co., Ltd [Member] | |||
Current assets | |||
Amount due from related parties | [4] | 85,235 | 154,276 |
Discontinued Operations, Disposed of by Sale [Member] | Shanghai Zhonghengkuaijian Brand Management Co., Ltd. [Member] | |||
Current assets | |||
Amount due from related parties | [4] | 195,739 | 136,392 |
Discontinued Operations, Disposed of by Sale [Member] | Shenzhen Bangrun Commercial factoring Co., Ltd. [Member] | |||
Current assets | |||
Amount due from related parties | [4] | 0 | 117,615 |
Discontinued Operations, Disposed of by Sale [Member] | Shanghai Zhongxiao Brand Management Co., Ltd. [Member] | |||
Current assets | |||
Amount due from related parties | [4] | 162,356 | 113,018 |
Discontinued Operations, Disposed of by Sale [Member] | Nanjing Xinzijin Sunward Fishery Restaurant Co., Ltd [Member] | |||
Current assets | |||
Amount due from related parties | [4] | 0 | 110,753 |
Discontinued Operations, Disposed of by Sale [Member] | Zhejiang Zhonggangjumei Supply Chain Management Co., Ltd [Member] | |||
Current assets | |||
Amount due from related parties | [4] | 0 | 59,610 |
Discontinued Operations, Disposed of by Sale [Member] | Nanjing Jiangdong Sunward Fishery Restaurant Co., Ltd. [Member] | |||
Current assets | |||
Amount due from related parties | [4] | 6,331 | 32,823 |
Discontinued Operations, Disposed of by Sale [Member] | Shanghai Zhongyou Information Technology Co., Ltd. [Member] | |||
Current assets | |||
Amount due from related parties | [4] | 48,244 | 32,309 |
Discontinued Operations, Disposed of by Sale [Member] | Nanjing Yongji Sunward Fishery Restaurant Co., Ltd [Member] | |||
Current assets | |||
Amount due from related parties | [4] | 35,410 | 32,266 |
Discontinued Operations, Disposed of by Sale [Member] | Shanghai Putuo Sunward Fishery Restaurant Co., Ltd [Member] | |||
Current assets | |||
Amount due from related parties | [4] | 9,722 | 24,974 |
Discontinued Operations, Disposed of by Sale [Member] | CCLG [Member] | |||
Current assets | |||
Amount due from related parties | [4] | 30,573 | 17,467 |
Discontinued Operations, Disposed of by Sale [Member] | Tianjin Congshao Restaurant Management Co., Ltd [Member] | |||
Current assets | |||
Amount due from related parties | [4] | 0 | 3,036 |
Current liabilities | |||
Amount due to related parties | [3] | 118 | 0 |
Discontinued Operations, Disposed of by Sale [Member] | Ningbo Tianyi Sunward Fishery Restaurant Co., Ltd. [Member] | |||
Current assets | |||
Amount due from related parties | [4] | 0 | 1,648 |
Discontinued Operations, Disposed of by Sale [Member] | Shenzhen Congshao Restaurant Management Co., Ltd [Member] | |||
Current assets | |||
Amount due from related parties | [4] | 1,636 | 1,517 |
Discontinued Operations, Disposed of by Sale [Member] | Wuhan Congshao Restaurant Management Co., Ltd [Member] | |||
Current assets | |||
Amount due from related parties | [4] | 1,658 | 210 |
Discontinued Operations, Disposed of by Sale [Member] | Shanghai Zhongmin Investment Development Group Co Ltd [Member] | |||
Current assets | |||
Amount due from related parties | [5] | 909,025 | 0 |
Discontinued Operations, Disposed of by Sale [Member] | Ningbo Yinzhou Sunward Logistics Co., Ltd. [Member] | |||
Current assets | |||
Amount due from related parties | [4] | 80,213 | 0 |
Current liabilities | |||
Amount due to related parties | [3] | 0 | 1,649 |
Discontinued Operations, Disposed of by Sale [Member] | Shanghai Nuopin Company Management Co Ltd [Member] | |||
Current assets | |||
Amount due from related parties | 123 | 0 | |
Discontinued Operations, Disposed of by Sale [Member] | Shanghai Shipin Company Management Co Ltd [Member] | |||
Current assets | |||
Amount due from related parties | 92 | 0 | |
Discontinued Operations, Disposed of by Sale [Member] | Cong Shao Macao Star Dessert Co., Ltd [Member] | |||
Current liabilities | |||
Amount due to related parties | [3] | 0 | 1,212 |
Discontinued Operations, Disposed of by Sale [Member] | Shanghai MIN Hongshi Trading Co., Ltd. [Member] | |||
Current liabilities | |||
Amount due to related parties | [1] | 1,514,246 | 0 |
Discontinued Operations, Disposed of by Sale [Member] | Xiao Nan Guo Group Co., Ltd [Member] | |||
Current liabilities | |||
Amount due to related parties | [1] | 0 | 0 |
Discontinued Operations, Disposed of by Sale [Member] | Shanghai Xiao Nan Guo Restaurant Co., Ltd. | |||
Current liabilities | |||
Amount due to related parties | [1] | 436,332 | 0 |
Discontinued Operations, Disposed of by Sale [Member] | Hong Kong Sunward Fishery Restaurant Management Co., Ltd. [Member] | |||
Current liabilities | |||
Amount due to related parties | [3] | 88,768 | 0 |
Discontinued Operations, Disposed of by Sale [Member] | Shanghai Zhongmin Investment Management Co., Ltd [Member] | |||
Current liabilities | |||
Amount due to related parties | [1] | 407,243 | 0 |
Discontinued Operations, Disposed of by Sale [Member] | Shanghai Jiangbo Business Consulting Co., Ltd. [Member] | |||
Noncurrent liabilities | |||
Amount due to related parties | [6] | 1,188,059 | 0 |
Discontinued Operations, Disposed of by Sale [Member] | Food Supply Chain Entities | |||
Current assets | |||
Amount due from related parties | 2,378,709 | 3,062,797 | |
Current liabilities | |||
Amount due to related parties | 5,134,709 | 603,883 | |
Noncurrent liabilities | |||
Amount due to related parties | $ 6,892,316 | $ 5,685,971 | |
[1] | The amount represents the payable due to related parties relating to the daily operations. | ||
[2] | The amount represents the balance due to related parties relating to the loan borrowed from Ms. Zhu and maturity date on December 31, 2020. For the year ended December 31, 2018, interest expense incurred on loan from Ms. Zhu was $374,273. | ||
[3] | The amounts represent the payables due to related parties relating to online direct sales and online platform services. | ||
[4] | The amounts represent the receivables due from related parties relating to the online direct sales and online platform services. | ||
[5] | The amount represents the payable due from related parties relating to the daily operations. | ||
[6] | The amount represents the balance due to related parties relating to the loan borrowed from Shanghai Jiangbo Business Consulting Co., Ltd. and maturity date on December 31, 2020. |
ACCOUNTS RECEIVABLE, NET (Detai
ACCOUNTS RECEIVABLE, NET (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
ACCOUNTS RECEIVABLE, NET | |||
Accounts receivable | $ 1,648,000 | ||
Less: allowance for doubtful accounts | 0 | $ 0 | $ 0 |
Accounts Receivable, Net, Current | $ 1,648,000 | $ 0 | $ 0 |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET | ||||
Other receivables, net of allowance for doubtful accounts of $nil, $166,535 and $nil at December 31, 2017, 2018 and 2019, respectively | [1] | $ 2,566 | $ 0 | $ 164,455 |
Prepaid rental expenses | 5,141 | 0 | 0 | |
Prepaid expenses and other current assets | 7,707 | 0 | 164,455 | |
Increase (Decrease) in Other Receivables | 0 | (166,535) | $ 0 | |
Allowance for Doubtful Other Receivables, Current | $ 0 | |||
Accounts Receivables Provision for Write Off | $ 166,535 | |||
[1] | A provision for loss is recognized in operating expenses when the loss on such assets is determined to be probable and amount can be reasonably estimated. The Group provided provision of $nil, $166,535 and $nil for other receivables during the years ended December 31, 2017 and 2018, respectively and wrote-off provision of $166,535 during the year ended December 31, 2019. |
INTANGIBLE ASSETS, NET (Details
INTANGIBLE ASSETS, NET (Details) | Dec. 31, 2019USD ($) |
Finite-Lived Intangible Assets, Gross | $ 1,208,340 |
Less: Accumulated impairment | 0 |
Acquired intangible assets, net | 1,208,340 |
Cryptocurrencies [Member] | |
Finite-Lived Intangible Assets, Gross | $ 1,208,340 |
INTANGIBLE ASSETS, NET - Moveme
INTANGIBLE ASSETS, NET - Movement of acquired intangible assets (Details) | 12 Months Ended | |||
Dec. 31, 2019USD ($)item$ / shares | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | ||
INTANGIBLE ASSETS | ||||
Balance as of January 1, 2019 | $ 0 | $ 0 | ||
Through the acquisition of Unicorn | [1] | 1,200,000 | ||
Additions | [2] | 10,402 | ||
Disposal | [2] | (2,062) | ||
Balance as of December 31, 2019 | $ 1,208,340 | 0 | $ 0 | |
Number of cryptocurrencies acquired | item | (60,000,000) | |||
Historical cost per FF | $ / shares | $ 0.02 | |||
Number of cryptocurrencies sold | item | 103,107 | |||
Net gain from sale of intangible assets | $ 8,340 | $ 0 | $ 0 | |
[1] | The Group acquired 60,000,000 Fifity Five (“FF”) through the acquisition of Unicorn. FF is a cryptocurrency based on ERC 20 and can be traded on BestTrade. The Group recognized and measured FF at its historical cost at 0.02 per FF. | |||
[2] | During the year ended 2019, the Group sold 103,107 FF for USDT amounting to $10,402. A net gain of $8,340 was recognized for the year ended December 31, 2019. |
GOODWILL - Changes in Goodwill
GOODWILL - Changes in Goodwill (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill | |||
Beginning Balance | $ 0 | $ 0 | |
Additions | 5,529,178 | ||
Impairment loss | 0 | (105,818,351) | $ (127,252,810) |
Ending Balance | $ 5,529,178 | $ 0 | $ 0 |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ||
Accrued payroll and welfare | $ 59,897 | $ 0 |
Payables for professional fees | 736,227 | 778,938 |
Other tax payable | 7,697 | 0 |
Others | 32,731 | 118,160 |
Total accrued expenses and other current liabilities | $ 836,552 | $ 897,098 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Line Items] | |||
Income tax rate (as a percent) | 25.00% | ||
Non-current: | |||
Net operating loss carry forwards | $ 199,827 | ||
Valuation allowance | (199,827) | ||
Total deferred tax assets | 0 | ||
Net operating losses carry forwards | 799,309 | ||
Reconciliation between the income taxes benefit computed by applying the PRC tax rate to loss before income taxes and the actual credit for income taxes [Abstract] | |||
Net income before provision for income taxes | $ 482,970 | $ (1,808,747) | $ (1,440,476) |
Statutory tax rates in the PRC | 25.00% | ||
Income tax at statutory tax rate | $ 120,743 | ||
Expenses not deductible for tax purposes | |||
Entertainment expenses exceeded tax limit | 18 | ||
Effect of income tax rate difference in other jurisdiction | (191,895) | ||
Changes in valuation allowance | 71,134 | ||
Income tax benefits | $ 0 | $ 0 | $ 0 |
HONG KONG | |||
Income Tax Disclosure [Line Items] | |||
Effective Income Tax Rate Reconciliation, Percent | 16.50% | ||
State Administration of Taxation, China [Member] | |||
Income Tax Disclosure [Line Items] | |||
Income tax rate (as a percent) | 25.00% | ||
Reconciliation between the income taxes benefit computed by applying the PRC tax rate to loss before income taxes and the actual credit for income taxes [Abstract] | |||
Statutory tax rates in the PRC | 25.00% |
ORDINARY SHARES (Details)
ORDINARY SHARES (Details) - USD ($) | May 21, 2019 | Sep. 27, 2015 | Sep. 07, 2015 | Jun. 08, 2015 | Apr. 27, 2015 | Apr. 08, 2015 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
ORDINARY SHARES [Line Items] | |||||||||
Total purchase price | $ 6,853,826 | ||||||||
Employees and former employees [Member] | |||||||||
ORDINARY SHARES [Line Items] | |||||||||
Common shares remain for future issuance | 636,818 | 692,846 | 900,818 | ||||||
Unicorn | |||||||||
ORDINARY SHARES [Line Items] | |||||||||
Ordinary shares issued for consideration | 632,660,858 | ||||||||
Mr. Xu [Member] | JMU [Member] | |||||||||
ORDINARY SHARES [Line Items] | |||||||||
Shares issued pursuant to supplemental agreement | $ 15,000,000 | ||||||||
Stock Issued During Period, Shares, Other | 27,000,000 | ||||||||
Ordinary shares [Member] | |||||||||
ORDINARY SHARES [Line Items] | |||||||||
Total proceeds from issuance of ordinary shares upon IPO, after deducting the IPO related cost | $ 37,294,600 | ||||||||
IPO related cost | $ 3,000,000 | ||||||||
Ordinary shares issued for consideration | 632,660,858 | ||||||||
Total purchase price | $ 6,327 | ||||||||
Ordinary shares issued upon the exercise of their share options | 56,028 | 207,972 | 1,042,002 | ||||||
Ordinary shares [Member] | Employees and former employees [Member] | |||||||||
ORDINARY SHARES [Line Items] | |||||||||
Shares issued and transferred to depositary bank | 38,363,112 | 38,363,112 | |||||||
Ordinary shares [Member] | JMU [Member] | |||||||||
ORDINARY SHARES [Line Items] | |||||||||
Shares issued | 72,000,000 | ||||||||
Ordinary shares issued for consideration | 741,422,780 | ||||||||
Ordinary shares issued upon the exercise of their share options | 37,614,238 | 37,670,266 | 37,462,294 | ||||||
Ordinary shares [Member] | Unicorn | |||||||||
ORDINARY SHARES [Line Items] | |||||||||
Ordinary shares issued for consideration | 632,660,858 | ||||||||
Ordinary shares [Member] | Mr. Xu [Member] | |||||||||
ORDINARY SHARES [Line Items] | |||||||||
Amount of Mr. Xu's indebtedness converted into ordinary shares | $ 69,400,000 | ||||||||
Ordinary shares issued upon conversion of Mr. Xu's debt | 124,835,802 | ||||||||
Stock Issued During Period, Shares, Other | 27,000,000 | ||||||||
Ordinary shares [Member] | Mr. Xu [Member] | JMU [Member] | |||||||||
ORDINARY SHARES [Line Items] | |||||||||
Ordinary shares issued for consideration | 72,000,000 | ||||||||
Purchase price (in dollars per share) | $ 0.5556 | ||||||||
Total purchase price | $ 40,000,000 | ||||||||
Ordinary shares [Member] | Over-allotment option [Member] | |||||||||
ORDINARY SHARES [Line Items] | |||||||||
Shares issued | 3,960,000 | ||||||||
ADS [Member] | Employees and former employees [Member] | |||||||||
ORDINARY SHARES [Line Items] | |||||||||
Shares issued and transferred to depositary bank | 2,131,284 | ||||||||
ADS [Member] | Unicorn | |||||||||
ORDINARY SHARES [Line Items] | |||||||||
Purchase price (in dollars per share) | $ 1.95 | ||||||||
ADS [Member] | IPO [Member] | |||||||||
ORDINARY SHARES [Line Items] | |||||||||
Shares issued | 4,000,000 | ||||||||
Price per share | $ 10 | ||||||||
ADS [Member] | Over-allotment option [Member] | |||||||||
ORDINARY SHARES [Line Items] | |||||||||
Shares issued | 220,000 | ||||||||
Price per share | $ 10 | ||||||||
Series A-1 Preferred Shares [Member] | |||||||||
ORDINARY SHARES [Line Items] | |||||||||
Ordinary shares issued upon automatic conversion of preferred shares, upon the completion of the IPO | 12,202,988 | ||||||||
Series A-2 Preferred Shares [Member] | |||||||||
ORDINARY SHARES [Line Items] | |||||||||
Ordinary shares issued upon automatic conversion of preferred shares, upon the completion of the IPO | 122,029,877 | ||||||||
Series B Preferred Shares [Member] | |||||||||
ORDINARY SHARES [Line Items] | |||||||||
Ordinary shares issued upon automatic conversion of preferred shares, upon the completion of the IPO | 30,507,471 |
FAIR VALUE MEASUREMENT (Details
FAIR VALUE MEASUREMENT (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
FAIR VALUE MEASUREMENT | |||
Intangible Assets, Net (Excluding Goodwill) | $ 1,208,340 | ||
Goodwill | 5,529,178 | $ 0 | $ 0 |
Goodwill, Impairment Loss | $ 0 | $ 105,818,351 | $ 127,252,810 |
SHARE BASED COMPENSATION (Detai
SHARE BASED COMPENSATION (Details) - USD ($) | Aug. 31, 2018 | Jun. 20, 2017 | Jul. 01, 2016 | Sep. 01, 2015 | Jul. 27, 2015 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2015 |
Weighted average grant date fair value | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Vesting Period Description | another 1 year to September 1, 2019 | another 1 year to September 1, 2018 | |||||||
Share-based Compensation | $ 32,491 | ||||||||
2011 Plan [Member] | |||||||||
Number of RSUs | |||||||||
Expect to vest as of December 31, 2016 | 29,837,849 | ||||||||
Weighted average grant date fair value | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 29,837,849 | 43,766,148 | |||||||
Share-based compensation charged to operating expenses of continuing operations | $ 0 | $ 0 | $ 0 | ||||||
Share-based compensation charged to operating expenses of discontinued operations | 53,967 | $ 56,705 | $ 1,067,786 | ||||||
Share-based Compensation | $ 53,967 | $ 327,376 | |||||||
2011 Plan [Member] | Options [Member] | |||||||||
Weighted average grant date fair value | |||||||||
Unvested options | 32,028,700 | 3,312,618 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 0.20 | ||||||||
2011 Plan [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||
SHARE-BASED COMPENSATION [Line Item] | |||||||||
Recognition period | 2 years | ||||||||
Number of RSUs | |||||||||
Outstanding at beginning of year | 7,380,000 | ||||||||
Granted | 10,430,000 | 28,841,700 | 0 | ||||||
Forfeited | (950,000) | ||||||||
Vested | 28,639,900 | 0 | |||||||
Vested and expect to vest | 6,430,000 | 7,380,000 | |||||||
Expect to vest as of December 31, 2016 | 6,430,000 | ||||||||
Weighted average grant date fair value | |||||||||
Outstanding at beginning of year | $ 0.133 | ||||||||
Granted | 0 | ||||||||
Outstanding at end of year | 0.133 | $ 0.133 | |||||||
Expect to vest as of December 31, 2016 | $ 0.133 | ||||||||
Unvested options | 10,430,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award | The issued RSUs will vest 100% when the following two conditions are both met: a) on and after the first anniversary of the grant date and b) the market price of the Company's ADS is not less than $7 per ADS. | ||||||||
2011 Plan [Member] | First tranche [Member] | |||||||||
SHARE-BASED COMPENSATION [Line Item] | |||||||||
Vesting percentage | 40.00% | ||||||||
Weighted average grant date fair value | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 40.00% | ||||||||
2011 Plan [Member] | Second tranche [Member] | |||||||||
SHARE-BASED COMPENSATION [Line Item] | |||||||||
Vesting percentage | 30.00% | ||||||||
Weighted average grant date fair value | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 30.00% | ||||||||
2011 Plan [Member] | Second tranche [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||
SHARE-BASED COMPENSATION [Line Item] | |||||||||
Vesting percentage | 50.00% | ||||||||
Weighted average grant date fair value | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | ||||||||
2011 Plan [Member] | Third tranche [Member] | |||||||||
SHARE-BASED COMPENSATION [Line Item] | |||||||||
Vesting percentage | 30.00% | ||||||||
Weighted average grant date fair value | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 30.00% |
SHARE BASED COMPENSATION - Addi
SHARE BASED COMPENSATION - Additional information (Details) - USD ($) | Jul. 20, 2017 | Jun. 20, 2017 | Jul. 01, 2016 | Sep. 01, 2015 | Jul. 27, 2015 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2015 | |
Fair value assumptions | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 0 | $ 832 | $ 52,536 | |||||||
Closing Price Per Share of American Depositary Shares | $ 0 | $ 0.7 | $ 1.02 | |||||||
Closing Price Per Share of Ordinary Shares | $ 0 | $ 0.004 | $ 0.06 | |||||||
Terminated Employee [Member] | ||||||||||
Number of share options | ||||||||||
Granted | 248,463 | |||||||||
Not Terminated Employee [Member] | ||||||||||
Number of share options | ||||||||||
Granted | 194,496 | |||||||||
2011 Plan [Member] | ||||||||||
Number of share options | ||||||||||
Outstanding at beginning of year | 43,766,148 | |||||||||
Granted | 0 | |||||||||
Forfeited and expired | (13,872,271) | |||||||||
Exercised | (56,028) | |||||||||
Outstanding at end of year | 29,837,849 | 43,766,148 | ||||||||
Vested and expect to vest at end of year | 29,837,849 | |||||||||
Exercisable at end of year | 15,760,449 | |||||||||
Weighted average exercise price | ||||||||||
Outstanding at beginning of year | $ 0.13 | |||||||||
Granted | 0 | |||||||||
Forfeited and expired | 0.20 | |||||||||
Exercised | 0 | |||||||||
Outstanding at end of year | 0.10 | $ 0.13 | ||||||||
Vested and expect to vest at end of year | 0.10 | |||||||||
Exercisable at end of year | 0.01 | |||||||||
Weighted average grant date fair value | ||||||||||
Outstanding at beginning of year | 0.22 | |||||||||
Granted | 0 | |||||||||
Forfeited and expired | 0.46 | |||||||||
Exercised | 0.08 | |||||||||
Outstanding at end of year | 0.10 | $ 0.22 | ||||||||
Vested and expect to vest at end of year | 0.10 | |||||||||
Exercisable at end of year | $ 0.10 | |||||||||
Weighted average remaining contractual life | ||||||||||
Outstanding at end of year | 3 years 2 months 12 days | |||||||||
Exercisable at end of year | 8 months 1 day | |||||||||
Aggregate intrinsic value | ||||||||||
Outstanding | $ 20,726 | $ 17,903 | ||||||||
Vested and expect to vest at end of year | 20,726 | |||||||||
Exercisable | $ 20,726 | |||||||||
Other disclosures | ||||||||||
Share-based compensation due to modification | $ 7,503,976 | |||||||||
2011 Plan [Member] | Options [Member] | ||||||||||
Number of share options | ||||||||||
Granted | 32,028,700 | |||||||||
Outstanding at end of year | 0.20 | |||||||||
Other disclosures | ||||||||||
Unvested options | 3,312,618 | |||||||||
Fair value assumptions | ||||||||||
Expected volatility | [1] | 41.00% | 54.80% | |||||||
Risk-free interest rate | [2] | 1.25% | 1.46% | |||||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | |||||||
Exercise price | [3] | $ 0.20 | ||||||||
Fair value of the underlying ordinary shares | [4] | $ 0.12 | $ 0.20 | $ 0.38 | ||||||
2011 Plan [Member] | Options [Member] | Minimum [Member] | ||||||||||
Fair value assumptions | ||||||||||
Expected volatility | 60.30% | |||||||||
Risk-free interest rate | 0.47% | |||||||||
Exercise price | 0.01 | $ 0.01 | ||||||||
2011 Plan [Member] | Options [Member] | Maximum [Member] | ||||||||||
Fair value assumptions | ||||||||||
Expected volatility | 65.10% | |||||||||
Risk-free interest rate | 0.88% | |||||||||
Exercise price | $ 0.20 | $ 0.20 | ||||||||
2011 Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||
Number of share options | ||||||||||
Vested and expect to vest at end of year | 6,430,000 | |||||||||
Fair value assumptions | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 10,430,000 | 28,841,700 | 0 | |||||||
[1] | The volatility of the underlying ordinary shares during the life of the options was estimated based on average historical volatility of comparable companies for the period before the valuation date with lengths equal to the life of the options. | |||||||||
[2] | Risk free rate is estimated based on yield to maturity of PRC international government bonds with maturity term close to the life of the options. | |||||||||
[3] | The exercise price of the options was determined by the Group’s Board of Directors. | |||||||||
[4] | The estimated fair value of the ordinary shares underlying the options as of the respective valuation dates was determined based on a contemporaneous valuation. When estimating the fair value of the ordinary shares on the valuation dates, management has considered a number of factors, including the result of a third-party appraisal and equity transactions of the Group, while taking into account standard valuation methods and the achievement of certain events. The fair value of the ordinary shares in connection with the option grants on the valuation dates was determined with the assistance of an independent third-party appraiser. |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Numerator: | |||
Net loss attributable to ordinary shareholders for computing basic net loss per ordinary shares | $ (1,225,300) | $ (123,239,785) | $ (161,898,979) |
Continuing operations | 482,970 | (1,808,747) | (1,440,476) |
Discontinued operations | $ (1,708,270) | $ (121,431,038) | $ (160,458,503) |
Denominator: | |||
Weighted average ordinary shares outstanding used in computing basic net loss per ordinary shares | 1,723,033,130 | 1,476,801,177 | 1,476,144,194 |
Weighted average ordinary shares outstanding used in computing diluted net loss per ordinary shares | 1,723,033,130 | 1,476,801,177 | 1,476,144,194 |
Net loss per ordinary shares | |||
Basic | $ 0 | $ (0.08) | $ (0.11) |
Diluted | 0 | (0.08) | (0.11) |
Net loss per ordinary share from continuing operations | |||
Basic | 0 | 0 | 0 |
Diluted | 0 | 0 | 0 |
Net (loss) income per ordinary share from discontinued operations | |||
Basic | 0 | (0.08) | (0.11) |
Diluted | $ 0 | $ (0.08) | $ (0.11) |
Basic | |||
Continuing operations | 1,723,033,130 | 1,476,801,177 | 1,476,144,194 |
Discontinued operations | 1,723,033,130 | 1,476,801,177 | 1,476,144,194 |
Diluted | |||
Continuing operations | 1,723,033,130 | 1,476,801,177 | 1,476,144,194 |
Discontinued operations | 1,723,033,130 | 1,476,801,177 | 1,476,144,194 |
RELATED PARTY BALANCES AND TR_3
RELATED PARTY BALANCES AND TRANSACTIONS - (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Related Party Transaction [Line Items] | |||
Amounts due from related parties | $ 42,857 | $ 0 | $ 0 |
Marvel Billion Development Limited [Member] | |||
Related Party Transaction [Line Items] | |||
Amounts due from related parties | $ 42,857 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
COMMITMENTS AND CONTINGENCIES | |
Rental expense under operating leases | $ 18,589 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity | |
2020 | 21,120 |
Total | $ 21,120 |
MAINLAND CHINA CONTRIBUTION P_2
MAINLAND CHINA CONTRIBUTION PLAN (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Operating expense [Member] | |
Defined Contribution Plan Disclosure [Line Items] | |
Total provisions for employee benefits | $ 95,831 |
STATUTORY RESERVES AND RESTRI_2
STATUTORY RESERVES AND RESTRICTED NET ASSETS (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statutory Reserves [Line Items] | |||
Required minimum percentage of annual appropriations to general reserve fund | 10.00% | ||
Statutory threshold percentage of the reserve fund to the registered capital of the respective company, above which the appropriation is not required | 50.00% | ||
Appropriation of reserves | $ 0 | ||
Restricted net assets | 0 | $ 28,213,892 | $ 28,213,892 |
VIEs [Member] | |||
Statutory Reserves [Line Items] | |||
Restricted net assets | $ 0 | $ 1,614,140 | $ 1,614,140 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] - USD ($) | Mar. 20, 2020 | Mar. 03, 2020 | Mar. 02, 2020 | Feb. 28, 2020 |
Private Placement [Member] | ||||
Value of shares sold | $ 1,000,000 | |||
Number of shares sold | 300,000,000 | |||
Cash consideration | $ 1,000,000 | |||
Universal Hunter (BVI) Limited | ||||
Percentage of ownership interest in the company held by the shareholder | 11.40% | |||
NBpay Group | ||||
Consideration in shares | 761,789,601 | |||
Assets acquired | $ 144 | |||
Stockholders' deficit assumed | $ 55,404 | |||
NBpay Group | Mr. Kaiming Hu | ||||
Ownership percentage | 26.50% |