Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2021shares | |
Document Information [Line Items] | |
Document Type | 20-F |
Document Registration Statement | false |
Document Period End Date | Dec. 31, 2021 |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Entity File Number | 001-36896 |
Entity Registrant Name | Mercurity Fintech Holding Inc. |
Entity Incorporation, State or Country Code | E9 |
Entity Address, Address Line One | Room 1215, Xin’nan Block No.2Yuehai Street |
Entity Address, Address Line Two | Nanshan District |
Entity Address, City or Town | Shenzhen |
Entity Address, Country | CN |
Entity Address, Postal Zip Code | 518000 |
Entity Common Stock, Shares Outstanding | 5,143,716,027 |
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 | false |
Document Accounting Standard | U.S. GAAP |
Entity Shell Company | false |
Entity Central Index Key | 0001527762 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2021 |
Document Fiscal Period Focus | FY |
Amendment Flag | false |
Title of 12(b) Security | American depositary shares, eachrepresenting 360 ordinary shares, par valueUS$0.00001 per share |
Trading Symbol | MFH |
Security Exchange Name | NASDAQ |
Auditor Name | Shanghai Perfect C.P.A Partnership |
Auditor Firm ID | 3027 |
Auditor Location | Shanghai, the People’s Republic of China |
Business Contact [Member] | |
Document Information [Line Items] | |
Entity Address, Address Line One | Room 1215, Xin’nan Block No.2Yuehai Street |
Entity Address, Address Line Two | Nanshan District |
Entity Address, City or Town | Shenzhen |
Entity Address, Country | CN |
Entity Address, Postal Zip Code | 518000 |
Local Phone Number | 1870103001 |
City Area Code | 86 |
Contact Personnel Name | Shi Qiu |
CONSOLIDATED STATEMENT OF FINAN
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | |||
Cash and cash equivalents | $ 440,636 | $ 174,783 | $ 435,211 |
Accounts receivable | 0 | 1,527,641 | 1,648,000 |
Prepaid expenses and other current assets, net | 1,295,362 | 102,455 | 7,707 |
Amounts due from related parties | 1,503 | 665,916 | 42,857 |
Current assets of discontinued operations | 4,403 | 0 | 0 |
Total current assets | 1,741,904 | 2,470,795 | 2,133,775 |
Non-current assets: | |||
Intangible assets, net | 8,197,290 | 383,289 | 1,208,340 |
Goodwill | 0 | 8,107,014 | 5,529,178 |
Deferred tax assets | 0 | 0 | 0 |
Non-Current assets of discontinued operations | 0 | 0 | 0 |
Total non-current assets | 8,197,290 | 8,490,303 | 6,737,518 |
TOTAL ASSETS | 9,939,194 | 10,961,098 | 8,871,293 |
Current liabilities: | |||
Accrued expenses and other current liabilities | 218,437 | 677,629 | 836,552 |
Amounts due to related parties | 1,122,607 | 30,866 | 0 |
Current liabilities of discontinued operations | 30,938 | 0 | 0 |
Total current liabilities | 1,371,982 | 708,495 | 836,552 |
Non-current liabilities: | |||
Other non-current liabilities | 0 | 0 | 0 |
Deferred tax liabilities | 0 | 0 | 0 |
Non-current liabilities of discontinued operations | 0 | 0 | 0 |
Total non-current liabilities | 0 | 0 | 0 |
TOTAL LIABILITIES | 1,371,982 | 708,495 | 836,552 |
Commitments and contingencies | |||
Shareholders' equity: | |||
Ordinary shares ($0.00001 par value; 5,000,000,000 shares authorized as of December 31, 2019, 2020 and 2021, and 2,108,869,528, 2,978,278,329 and 4,937,916,229 shares issued and outstanding as of December 31, 2019, 2020 and 2021) | 49,401 | 29,805 | 21,096 |
Additional paid-in capital | 668,183,689 | 649,145,830 | 645,330,800 |
Accumulated deficits | (660,765,745) | (640,019,614) | (638,368,341) |
Accumulated other comprehensive (loss)/income | 1,099,867 | 1,096,582 | 1,051,186 |
Total shareholders' (deficit)/equity | 8,567,212 | 10,252,603 | 8,034,741 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 9,939,194 | $ 10,961,098 | $ 8,871,293 |
CONSOLIDATED STATEMENT OF FIN_2
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION | |||
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 | 4,937,916,229 | 2,978,278,329 | 2,108,869,528 |
Ordinary shares, shares outstanding | 4,937,916,229 | 2,978,278,329 | 2,108,869,528 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Total revenues | $ 670,171 | $ 1,402,300 | $ 1,738,000 |
Cost of revenues | (702,679) | (79,150) | (257,023) |
Gross profit | (32,508) | 1,323,150 | 1,480,977 |
Operating expenses: | |||
General and administrative | (10,351,357) | (1,156,574) | (740,534) |
Impairment loss | (2,123,904) | (835,344) | 0 |
Total operating expenses | (12,475,261) | (1,991,918) | (740,534) |
(Loss)/income from operations | (12,507,769) | (668,768) | 740,443 |
Interest income, net | 1,083 | 7,983 | 0 |
Other income/(Expenses), net | 120,877 | (32,533) | 26,859 |
(Loss)/income before provision for income taxes | (12,385,809) | (693,318) | 767,302 |
Income tax benefits | 0 | 0 | 0 |
(Loss)/Income from continuing operations | (12,385,809) | (693,318) | 767,302 |
Discontinued operations: | |||
Loss from discontinued operations | (8,360,322) | (957,955) | (1,992,602) |
Net loss | (20,746,131) | (1,651,273) | (1,225,300) |
Numerator | |||
Net loss attributable to holders of ordinary shares of Mercurity Fintech Holding Inc. | (20,746,131) | (1,651,273) | (1,225,300) |
Continuing operations | (12,385,809) | (693,318) | 767,302 |
Discontinued operations | $ (8,360,322) | $ (957,955) | $ (1,992,602) |
Denominator | |||
Weighted average shares used in calculating basic net loss per ordinary share | 3,888,373,404 | 2,675,881,652 | 1,723,033,130 |
Weighted average shares used in calculating diluted net loss per ordinary share | 3,888,373,404 | 2,675,881,652 | 1,723,033,130 |
Net Loss per ordinary share | |||
Basic | $ 0 | $ 0 | $ 0 |
Diluted | 0 | 0 | 0 |
Net Loss per ordinary share from continuing operation | |||
Basic | 0 | 0 | 0 |
Diluted | 0 | 0 | 0 |
Net Loss per ordinary share from discontinued operation | |||
Basic | 0 | 0 | 0 |
Diluted | $ 0 | $ 0 | $ 0 |
Technical services | |||
Total revenues | $ 5,864 | $ 1,402,300 | $ 1,738,000 |
Digital asset mining | |||
Total revenues | $ 664,307 | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | |||
Net loss | $ (20,746,131) | $ (1,651,273) | $ (1,225,300) |
Other comprehensive (loss)/income, net of tax of $nil: | |||
Change in cumulative foreign currency trans adjustment | 3,285 | 45,396 | (166,607) |
Comprehensive loss | $ (20,742,846) | $ (1,605,877) | $ (1,391,907) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) | Ordinary shares | Additional paid-in capital [Member] | Subscription receivable [Member] | Accumulated deficit [Member] | Accumulated other comprehensive loss [Member] | Total Mercurity Fintech Holding Inc. shareholders' equity | Noncontrolling interests [Member] | Total |
Beginning Balance at Dec. 31, 2018 | $ 14,768 | $ 634,016,215 | $ 0 | $ (637,143,041) | $ (19,074,219) | $ (22,186,277) | $ 0 | $ (22,186,277) |
Beginning Balance (in shares) at Dec. 31, 2018 | 1,476,208,670 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Share options exercised (Note 11) | $ 1 | 0 | 0 | 0 | 0 | 1 | 0 | $ 1 |
Share options exercised (Note 11) (Shares) | 56,028 | 37,462,294 | ||||||
Share-based compensation (Note 13) | $ 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 | 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 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Share options exercised (Note 11) | $ 184 | 0 | 0 | 0 | 0 | 184 | 0 | $ 184 |
Share options exercised (Note 11) (Shares) | 18,270,720 | 55,983,312 | ||||||
Share-based compensation (Note 13) | $ 0 | 285,950 | 0 | 0 | 0 | 285,950 | 0 | $ 285,950 |
Issuance of shares as a consideration for acquisition | $ 7,618 | 3,229,987 | 0 | 0 | 0 | 3,237,605 | 0 | 3,237,605 |
Issuance of shares as a consideration for acquisition (Shares) | 761,789,601 | |||||||
Issuance of shares in the private placement (Note 11) | $ 900 | 299,100 | 0 | 0 | 0 | 300,000 | 0 | 300,000 |
Issuance of shares in the private placement (Note 11) (Shares) | 90,000,000 | |||||||
Net loss | $ 0 | 0 | 0 | (1,651,273) | 0 | (1,651,273) | 0 | (1,651,273) |
Other comprehensive income | 0 | 0 | 0 | 0 | 45,396 | 45,396 | 0 | 45,396 |
Settlement of share options exercised with shares held by depository bank (Note 12) | $ 7 | (7) | 0 | 0 | 0 | 0 | 0 | 0 |
Settlement of share options exercised with shares held by depository bank (Note 12), (Shares) | (650,520) | |||||||
Ending Balance at Dec. 31, 2020 | $ 29,805 | 649,145,830 | 0 | (640,019,614) | 1,096,582 | 10,252,603 | 0 | $ 10,252,603 |
Ending Balance (in shares) at Dec. 31, 2020 | 2,978,278,329 | 2,978,278,329 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Share options exercised (Note 11) | $ 36 | 13,058 | 0 | 0 | 0 | 13,094 | 0 | $ 13,094 |
Share options exercised (Note 11) (Shares) | 3,602,880 | 775,117,466 | ||||||
Share-based compensation (Note 13) | $ 6,032 | 8,343,830 | 0 | 0 | 0 | 8,349,862 | 0 | $ 8,349,862 |
Share-based compensation (Note 13) (Shares) | 603,177,880 | |||||||
Issuance of shares as a consideration for acquisition | $ 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Issuance of shares as a consideration for acquisition (Shares) | 0 | |||||||
Issuance of shares in the private placement (Note 11) | $ 13,528 | 10,680,971 | 0 | 0 | 0 | 10,694,499 | 0 | 10,694,499 |
Issuance of shares in the private placement (Note 11) (Shares) | 1,352,857,140 | |||||||
Net loss | $ 0 | 0 | 0 | (20,746,131) | 0 | (20,746,131) | 0 | (20,746,131) |
Other comprehensive income | 0 | 0 | 0 | 0 | 3,285 | 3,285 | 0 | 3,285 |
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) | 0 | |||||||
Ending Balance at Dec. 31, 2021 | $ 49,401 | $ 668,183,689 | $ 0 | $ (660,765,745) | $ 1,099,867 | $ 8,567,212 | $ 0 | $ 8,567,212 |
Ending Balance (in shares) at Dec. 31, 2021 | 4,937,916,229 | 4,937,916,229 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net income/(loss) | $ (20,746,131) | $ (1,651,273) | $ (1,225,300) |
Less: Net loss from discontinued operations | (8,360,322) | (957,955) | (1,992,602) |
Net (loss)/income from continuing operations | (12,385,809) | (693,318) | 767,302 |
Adjustments to reconcile net (loss)/income to net cash used in operating activities: | |||
Impairment loss | 2,123,904 | 835,344 | 0 |
Gain from disposal of intangible assets | (121,020) | 0 | (8,340) |
Stock-based compensation | 8,349,862 | 286,132 | 0 |
Changes in operating assets and liabilities, net of effect of acquisitions | |||
Accounts receivable, net of allowance including net impact of acquisition of subsidiaries and VIE | 380,510 | 835,533 | (1,648,000) |
Prepaid expenses and other current assets including net impact of acquisition of subsidiaries and VIE | (1,724,999) | (740,150) | 204,830 |
Accrued expenses and other current liabilities including net impact of acquisition of subsidiaries and VIE | (241,143) | (161,626) | 329,837 |
Other non-current liabilities | 0 | 0 | (29,540) |
Net cash used in continuing operations | (3,618,695) | 361,915 | (383,911) |
Net cash (used in)/provided by discontinued operations | (386,777) | (957,591) | (260,710) |
Net cash used in operating activities | (4,005,472) | (595,676) | (644,621) |
Cash flows from investing activities: | |||
Digital assets received as payment | (5,864) | (17,863) | 0 |
Digital assets used to pay expenses | 2,174,319 | 7,571 | 0 |
Disposal of digital assets | 425,988 | 0 | 0 |
Proceeds from disposal of subsidiaries, VIIE and VIE's subsidiaries, Net of cash disposed | 0 | 0 | 516,930 |
Cash acquired from acquisition of subsidiary and VIE | 0 | 0 | 0 |
Net cash (used in)/provided by continuing operations | 2,594,443 | (10,292) | 516,930 |
Net cash used in discontinued operations | 0 | 144 | 71,409 |
Net cash (used in)/provided by investing activities | 2,594,443 | (10,148) | 588,339 |
Cash flows from financing activities: | |||
Issuance of common stock | 713,082 | 300,000 | 0 |
Borrowings | 935,793 | 0 | 0 |
Cash paid for debt | (93,091) | 0 | 0 |
Net cash provided by continuing operations | 1,555,784 | 300,000 | 0 |
Net cash provided by discontinued operations | 120,419 | 0 | 0 |
Net cash provided by financing activities | 1,676,203 | 300,000 | 0 |
Effect of exchange rate changes by continuing operations | 2,953 | 43,374 | 136,750 |
Effect of exchange rate changes by discontinued operations | 403 | 2,022 | (1,930) |
Effect of exchange rate changes | 3,356 | 45,396 | 134,820 |
Increase/(decrease) in cash and cash equivalents | 268,530 | (260,428) | 78,538 |
Cash and cash equivalents, beginning of the year | 174,783 | 435,211 | 356,673 |
Cash and cash equivalents of continuing operations, end of the year | 440,636 | 142,557 | 281,486 |
Cash and cash equivalents of discontinued operations, end of the year | 2,677 | 32,226 | 153,725 |
Cash and cash equivalents, end of the year | 443,313 | 174,783 | 435,211 |
Supplement disclosure of cash flow information: | |||
Interest paid | $ 0 | $ 4 | $ 210,752 |
ORGANIZATION AND PRINCIPAL ACTI
ORGANIZATION AND PRINCIPAL ACTIVITIES | 12 Months Ended |
Dec. 31, 2021 | |
ORGANIZATION AND PRINCIPAL ACTIVITIES | |
ORGANIZATION AND PRINCIPAL ACTIVITIES | 1. ORGANIZATION AND PRINCIPAL ACTIVITIES Mercurity Fintech Holding Inc. (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. Prior March 1, 2020, 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 December 28, 2020, Unicorn changed its name from Unicorn Investment Limited to Mercurity Limited. 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. On March 1, 2020, the Company acquired NBpay Investment Limited (“NBpay”) 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 761,789,601 newly issued ordinary shares of the Company. On that date, NBpay, a developer of asset transaction platform products based on blockchain technologies, became a wholly owned subsidiary of the Company. In the first half of 2021, the principal business is to design and develop digital asset transaction platforms based on blockchain technologies for customers to facilitate asset trading, asset digitalization and cross-border payments and provide supplemental services for such platforms, such as customized software development services, maintenance services and compliance support services. In the second half of 2021, the board and the management of the Company changed and the future business plan was recalibrated. Blockchain technology services and cryptocurrency mining have become the main business of the Company in the future. Blockchain technology services include designing and developing digital asset transaction platforms, digital asset quantitative investment software and other innovative and derivative services based on blockchain technologies. 1. ORGANIZATION AND PRINCIPAL ACTIVITIES (CONTINUED) On October 17, 2021, the Company incorporated Golden Nation Ltd. in New York, which plans to invest in and develop the cryptocurrency mining business in March 2022. The Company has entered into digital asset mining pools by executing contracts with a sharing mining service providers to provide computing power to the mining pool. In exchange for providing computing power, the Company is entitled to a fractional share of the fixed digital assets award the mining pool operator receives, for successfully adding a block to the blockchain. The Company's fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm. Providing computing power in digital asset transaction verification services is an output of the Company's ordinary activities. The provision of such computing power is the only performance obligation in the Company's contracts with mining pool operators or contracts with the sharing mining service providers. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different than the fair value at contract inception or the time the Company has earned the award from the pools. The consideration is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions. Due to the adverse regulatory measures taken by the Chinese government in 2021 in the field of digital currency production and transactions, the Company's board of Directors decided on December 10, 2021 to divest the two Chinese operating companies of the related business controlled through VIE agreements, and the divestiture was completed on January 15, 2022. Accordingly, assets and liabilities, revenues and expenses, and cash flows related to the VIE entities to be divested 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, 2019 and 2020 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, 2019 and 2020 if they were nil due to the disposal and related classification within discontinued operations mentioned above. As of December 31, 2021, the Company’s major subsidiaries and VIEs (collectively, the “Group”) are as follows: Date of Place of Percentage acquisition/ establishment/ of legal registration incorporation ownership Subsidiaries: Mercurity Limited May 21, 2019 British Virgin Islands 100 % Ucon Capital (HK) Limited (“Ucon”) May 21, 2019 Hong Kong 100 % Beijing Lianji Future Technology Co., Ltd. (“Lianji Future” or “WFOE”) May 21, 2019 PRC 100 % NBpay Investment Limited (NBPay Investment) March 2, 2020 British Virgin Islands 100 % NBpay Fintech Pte Ltd (NBpay) March 2, 2020 Singapore 100 % Golden Nation Ltd. October 17, 2021 USA 100 % VIE: Beijing Lianji Technology Co., Ltd. (“Lianji Technology” or “VIE”) May 21, 2019 PRC N/A Mercurity (Beijing) Technology Co., Ltd. (“Mercurity Beijing” or “VIE”) May 21, 2019 PRC N/A 1. ORGANIZATION AND PRINCIPAL ACTIVITIES (CONTINUED) The VIE arrangements The PRC laws and regulations currently place certain restrictions on foreign ownership of companies that engage in e-commerce 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 VIEs. 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 Mercurity Limited, Mercurity limited formed contractual arrangements through its wholly owned subsidiary Lianji Future with the VIE. As a result of the Company's acquisition of Mercurity limited, 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 VIEs that could be significant to the VIEs. Accordingly, the Company is considered the primary beneficiary of the VIEs and has consolidated the VIEs’ 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 VIEs. 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 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 1. ORGANIZATION AND PRINCIPAL ACTIVITIES (CONTINUED) The VIE arrangements (continued) Agreements that Provide the Company with Effective Control over VIE (continued) 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. 1. ORGANIZATION AND PRINCIPAL ACTIVITIES (CONTINUED) The VIE arrangements (continued) Agreements that Provide the Company with Effective Control over VIE (continued) 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: ● ● ● ● ● ● ● ● 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 VIE termination arrangements On December 24, 2021, the board of the Company decided to dismantle the VIE structure and divest Beijing Lianji Technology Co. and Mercurity (Beijing) Technology Co., Ltd., which were controlled by the VIE agreement, due to the impact of the adverse policies issued by the Chinese government on the original business. Therefore, in the financial statements for the year ended December 31, 2021, Beijing Lianji Technology Co., Ltd. and Mercurity (Beijing) Technology Co., Ltd. are listed as discontinued concerns. 1. ORGANIZATION AND PRINCIPAL ACTIVITIES (CONTINUED) The VIE termination arrangements (continued) On January 15, 2022, Beijing Lianji Future Technology Co., Ltd., Beijing Lianji Technology Co., Ltd.(VIE), signed a Termination Agreement Re Existing Control Documents with Wang Zhiyou and Zhou Jie, the 2b3np shareholders of Beijing Lianji Technology Co., Ltd.. According to the agreement, from the date hereof, each Party no longer retains any right under the Existing Control Documents and no longer needs to perform any obligation under the Existing Control Documents. However, the rights and obligations actually exercised by each Party based on any Existing Control Documents shall remain effective. Any income or other benefits of any nature funds obtained or actually received by any Party based on the Existing Control Documents need not be returned to the opposite Party, and the existing accounts receivable and payable between the Parties shall still be paid. Meanwhile, Beijing Lianji Future Technology Co., Ltd., Beijing Lianji Technology Co., Ltd., Ucon Capital (HK) Limited, Mercurity Limited and Mercurity Fintech Holding Inc. jointly signed an Agreement on Modification of Customer's Rights and Obligations. Beijing Lianji Technology Co., Ltd. transfered all of its receivables and other creditor's rights to Beijing Lianji Future Technology Co., Ltd., and all debts owned by Beijing Lianji Technology Co., Ltd. to Ucon Capital (HK) Limited, Mercurity Limited and Mercurity Fintech Holding Inc were borne by Beijing Lianji Future Technology Co., Ltd.. On January 15, 2022, Beijing Lianji Future Technology Co., Ltd., Mercurity (Beijing) Technology Co., Ltd. (VIE), signed a Termination Agreement Re Existing Control Documents with Wang Zhiyou, the shareholders of Beijing Lianji Technology Co., Ltd.. According to the agreement, from the date hereof, each Party no longer retains any right under the Existing Control Documents and no longer needs to perform any obligation under the Existing Control Documents. However, the rights and obligations actually exercised by each Party based on any Existing Control Documents shall remain effective. Any income or other benefits of any nature funds obtained or actually received by any Party based on the Existing Control Documents need not be returned to the opposite Party, and the existing accounts receivable and payable between the Parties shall still be paid. Meanwhile, Beijing Lianji Future Technology Co., Ltd., Mercurity (Beijing) Technology Co., Ltd., Ucon Capital (HK) Limited, Mercurity Limited and Mercurity Fintech Holding Inc. jointly signed an Agreement on Modification of Customer's Rights and Obligations. Mercurity (Beijing) Technology Co., Ltd. transfered all of its receivables and other creditor's rights to Beijing Lianji Future Technology Co., Ltd., and all debts owned by Mercurity (Beijing) Technology Co., Ltd. to Ucon Capital (HK) Limited, Mercurity Limited and Mercurity Fintech Holding Inc were borne by Beijing Lianji Future Technology Co., Ltd.. Accordingly, assets and liabilities, revenues and expenses, and cash flows related to the VIE entities to be divested 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, 2019 and 2020 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, 2019 and 2020 if they were nil due to the disposal and related classification within discontinued operations mentioned above. 1. ORGANIZATION AND PRINCIPAL ACTIVITIES (CONTINUED) The VIE termination arrangements (continued) The following financial statement balances and amounts of the VIEs were included in the accompanying consolidated financial statements as follows: For the year Ended December 31, 2021 2020 2019 Cash and cash equivalents — 32,226 153,725 Prepaid expense and other current assets, Net — 700,538 7,707 Current assets of discontinued operations 4,403 — — Total current assets 4,403 732,764 161,432 Total assets 4,403 732,764 161,432 Accrued expenses and other current liabilities — 104,350 70,781 Due to the related party — 30,866 — Current liabilities of discontinued operations 30,938 — — Total current liabilities 30,938 135,216 70,781 Total liabilities 30,938 135,216 70,781 For the year Ended December 31, 2021 2020 2019 Revenues — — — Loss from continuing operations — — — Loss from discontinued operations (8,360,322) (957,955) (284,611) For the year Ended December 31, 2021 2020 2019 Net cash provided by discontinued operations used in operating activities (386,777) (926,725) 82,608 Net cash provided by discontinued operations used in investing activities — 144 71,409 Net cash provided by discontinued operations used in financing activities 120,419 927,995 — Effect of exchange rate changes 403 (122,913) — The VIE contributed aggregate of nil of revenues and $284,611 of net loss for the year ended December 31, 2019, $79,289 of revenues and $957,955 of net loss for the year ended December 31, 2020, and $122,343 of revenues and $8,360,322 of net loss for the year ended December 31, 2021, respectively. These revenues and net losses are listed in Loss from discontinued operations of the consolidated statements of operations, as a result of the decision of the company's board of Directors to dismantle the VIE structure and divest the company controlled through the VIE agreement. As of December 31, 2019, 2020 and 2021, excluding intercompany balance the VIE accounted for an aggregate of 1.8%, 6.69% and 0.04%, respectively, of the consolidated total assets, 8.5%, 19% and 2.25%, respectively, of the consolidated total liabilities. The assets not associated with the VIE primarily consist of cash and cash equivalents, accounts receivable and amount due from a related party. 1. ORGANIZATION AND PRINCIPAL ACTIVITIES (CONTINUED) The VIE termination arrangements (continued) 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, 2021 | |
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 VIEs for which the Company is the primary beneficiary. All significant intercompany 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. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Foreign currency The functional and reporting currency of the Company is the United States dollar (“U.S. dollars”, “US$” or “$”). The functional currency of the Company’s subsidiary, Mercurity Limited, is U.S. dollars. The functional currency of the Company’s HK subsidiaries, Ucon, is Hong Kong dollars (“HK dollars”). The functional currency of NBPay Investment limited is the United States dollar (“U.S. dollars”, “US$” or “$”). The functional currency of NBPay Fintech Pte Ltd is the United States dollar (“U.S. dollars”, “US$” or “$”). 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 consist 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 The company’s accounts receivable accounting policy until December 31, 2019, prior to the adoption of the new Current Expected Credit loss (“CECL” standard). Accounts receivable are presented in the Company’s consolidated balance sheets net of allowance for doubtful accounts. On a periodic basis, the Company evaluates the collectability of its accounts receivable and establishes an allowance for doubtful accounts based on past write-offs and collections, current credit conditions, the age of the balances and economic factors that may affect a customer’s ability to pay. 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, 2019. The provision for doubtful accounts receivable of $43,826 were recognized for this business for the years ended December 31, 2019. From January 1, 2020,the company adopted the new CECL rule and recognizes its estimate of expected credit losses as an allowance to its account receivable. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Accounts receivable, net of allowance (continued) The Company adopted this guidance effective January 1, 2020, with no material impact on its consolidated financial statements. The Company maintains the allowance for estimated losses resulting from the inability of the Company’s customers to make required payments. The allowance represents the current estimate of lifetime expected credit losses over the remaining duration of existing accounts receivable considering current market conditions and supportable forecasts when appropriate. The estimate is a result of the Company’s ongoing evaluation of collectability, customer creditworthiness, historical levels of credit losses, and future expectations. Changes in the allowance for credit losses are recognized in general and administrative expenses. Accounts receivable are written-off against the allowance for credit losses when management deems the accounts are no longer collectible. Allowance for credit losses related to the Company’s accounts receivable was $1,147,131 as of December 31, 2021. Due to the changes of the company's management and business team in the second half of 2021, the Company failed to collect the blockchain technology services receivable $1,092,208 from BGA FOUNDATION LTD and $54,923 from Beijing Qichi Trading Ltd. in a timely manner. At the end of 2021, the Company made provision for doubtful accounts. Meanwhile, the company is also taking legal action to recover the money. Intangible Assets Intangible assets with indefinite useful life are not amortized and are tested for impairment annually or more frequently, if events or changes in circumstances indicate that they might be impaired in accordance with ASC Subtopic 350-30, Intangibles-Goodwill and Other: General Intangibles Other than Goodwill ("ASC 350-30"). Our intangible assets are cryptocurrencies which are measured at cost. The cryptocurrencies received from cryptocurrency mining operations recognize the cost of intangible assets based on the market price at the time of acquisition. We estimated the fair values of the intangible assets and recognized $372,995 impairment loss for the year ended December 31, 2021. Impairment of goodwill The Company annually, or more frequently if the Company 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 Company has determined to perform the annual impairment tests on December 31 of each year. The $8,107,014 goodwill as of December 31, 2020 was attributable solely to the Mercurity Limited and NBPay business. Since 2021, the Company has experienced a change of control, the new board and management have reformulated the Company's business plan, and the Company has decided to discontinue the original business of Mercurity Limited and NBPay due to the highly adverse regulatory measures taken by the Chinese government in the second half of 2021 targeting the production and trading of digital currency. As a result, the Company recognized the impairment loss of goodwill of $8,107,014 for the year ended December 31, 2021, which is shown as Loss/income from discontinued operations in the consolidated income statement. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Revenue recognition The Company generates revenues primarily from digital asset mining and blockchain technical services. On January 1, 2019, the Company 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 Company 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 Company 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 Company reviews the contract to determine which performance obligations it must deliver and which of these performance obligations are distinct. The Company 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 Company’s revenue recognition policies effective on the adoption date of ASC 606 are as follows: Digital asset mining The Company has entered into digital asset mining pools by executing contracts with the mining pool operators or executing contracts with the sharing mining service providers to provide computing power to the mining pool. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, the Company is entitled to a fractional share of the fixed digital assets award the mining pool operator receives, for successfully adding a block to the blockchain. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm. Providing computing power in digital asset transaction verification services is an output of the Company’s ordinary activities. The provision of such computing power is the only performance obligation in the Company’s contracts with mining pool operators or contracts with the sharing mining service providers. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different than the fair value at contract inception or the time the Company has earned the award from the pools. The consideration is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Revenue recognition (continued) Fair value of the digital assets award received is determined using the quoted price of the related digital assets at the time of receipt. There is currently no specific definitive guidance under US GAAP or alternative accounting framework for the accounting for digital assets recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect on the Company’s consolidated financial position and results from operations. Technical services For software development, the Company recognizes revenue over time as the Company’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced. The Company 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 Company 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 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 Company does not disclose the value of unsatisfied performance obligations as the Company’s revenue contract is with an original expected length of one year or less. Cost of revenue The Company's cost of digital asset mining revenue consists primarily of direct production costs related to mining operations, including utilities and other service charges, but excluding depreciation and amortization, which are separately stated in the Company's consolidated statements of operations. Cost of technical services 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 Company 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 Company 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. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Income taxes (continued) The Company 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 Company 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 Company 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 Company recognizes incremental compensation cost in the period the modification occurred. For unvested awards, the Company 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 Company 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. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Net loss per share (continued) 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 income (loss) Comprehensive income (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 gain (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 Company 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 Company as a whole and hence, the Company has only one reportable segment. The Company 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. The Company’s revenues are derived from British Virgin Islands and Asia pacific regions, 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 Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. 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. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 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 acquisitions. 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 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 Company 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 Company 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 Company 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, 2021, the Company has US$66,667 of future minimum operating lease commitments that are not currently recognized on its consolidated balance sheets (see note 15). 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Recent accounting pronouncements (continued) 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 Company 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 Company 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 t |
CONCENTRATION OF RISK
CONCENTRATION OF RISK | 12 Months Ended |
Dec. 31, 2021 | |
CONCENTRATION OF RISK | |
CONCENTRATION OF RISK | 3. CONCENTRATION OF RISK Credit risk Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company places its cash and cash equivalents with financial institutions with high-credit ratings and quality. There were only two customers for the year ended December 31, 2021, thus all revenue and accounts receivable were derived from these two customers. Currency convertibility risk From time to time, the Company’s businesses may be 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 Company’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 depreciation of approximately 1.3%, 6.2% and 2.3% in the years ended December 31, 2019, 2020 and 2021 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. 3. CONCENTRATION OF RISK (CONTINUED) Foreign currency exchange rate risk (continued) 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. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2021 | |
DISCONTINUED OPERATIONS | |
DISCONTINUED OPERATIONS | 4. DISCONTINUED OPERATIONS On December 24, 2021, the board of the Company decided to dismantle the VIE structure and divest Beijing Lianji Technology Co. and Mercurity (Beijing) Technology Co., Ltd., which were controlled by the VIE agreement, due to the impact of the adverse policies issued by the Chinese government on the original business. Therefore, in the financial statements for the year ended December 31, 2021, Beijing Lianji Technology Co., Ltd. and Mercurity (Beijing) Technology Co., Ltd. are listed as discontinued concerns. The financial results of Beijing Lianji Technology Co. and Mercurity (Beijing) Technology Co., Ltd. are summarized 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, 2021. For the year ended December 31, 2021 US$ Carrying amounts of assets under disposal Cash and cash equivalents 2,677 Accounts receivable — Inventories — Prepaid expenses and other current assets, net 1,726 Amounts due from related parties — Current assets of discontinued operations 4,403 Property and equipment, net — Non-current assets of discontinued operations — Total assets of discontinued operations 4,403 Carrying amounts of liabilities under disposal Short-term bank borrowings — Accounts and notes payable — Accrued expenses and other current liabilities 3,194 Advance from customers — Amounts due to related parties 27,744 Current liabilities of discontinued operations 30,938 Amount due to related parties — Non-current liabilities of discontinued operations — Total liabilities of discontinued operations 30,938 4. DISCONTINUED OPERATIONS (CONTINUED) December 31, 2021 US$ Revenues 122,343 Cost of revenues (41,668) Gross profit 80,675 General and administrative (334,880) Impairment loss (Note 8) (8,107,943) Loss from operations (8,362,148) Interest expense, net 91 Other income/(expenses), net 1,735 Loss before provision for income taxes (8,360,322) Income tax benefits — Net loss (8,360,322) Nature of the relationships with related parties: Name Relationship with the Company Zhiyou Wang Shareholder As of December 31, 2021, the following balances were due from/ to the related parties: Current liabilities For the year ended December 31, 2021 Amount due to related parties US$ Zhiyou Wang 27,744 (i) (i) The amount represents the payable due to related parties relating to the daily operations. |
ACCOUNTS RECEIVABLE, NET
ACCOUNTS RECEIVABLE, NET | 12 Months Ended |
Dec. 31, 2021 | |
ACCOUNTS RECEIVABLE, NET | |
ACCOUNTS RECEIVABLE, NET | 5. ACCOUNTS RECEIVABLE, NET Accounts receivable and allowance for doubtful accounts consist of the following: December 31, December 31, December 31, 2021 2020 2019 US$ US$ US$ Accounts receivable 1,147,131 1,527,641 1,648,000 Less: allowance for doubtful accounts (i) 1,147,131 — — — 1,527,641 1,648,000 (i) Due to the changes of the company's management and business team in the second half of 2021, the Company failed to collect the blockchain technology services receivable $1,092,208 from BGA FOUNDATION LTD and $54,923 from Beijing Qichi Trading Ltd. in a timely manner. At the end of 2021, the Company made provision for doubtful accounts. Meanwhile, the company is also taking legal action to recover the money. |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET | 12 Months Ended |
Dec. 31, 2021 | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET | 6. PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET Prepaid expenses and other current assets consist of the following: December 31, December 31, December 31, 2021 2020 2019 US$ US$ US$ Other receivables, net of allowance for doubtful accounts of $nil, $nil and $nil at December 31, 2019, 2020, 2021 — 91,266 2,566 Prepaid rental expenses — 11,189 5,141 Prepaid professional service expenses 3,578 — — Prepaid for BTC mining cloud computing power 1,291,784 — — 1,295,362 102,455 7,707 |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 31, 2021 | |
INTANGIBLE ASSETS, NET | |
INTANGIBLE ASSETS, NET | 7. INTANGIBLE ASSETS, NET Intangible assets, net consist of the following: December 31, December 31, December 31, 2021 2020 2019 US$ US$ US$ Bitcion (i) 5,189,195 — — USD Coin (ii) 3,002,231 — — Others 5,864 1,218,633 1,208,340 Total Cryptocurrencies 8,197,290 1,218,633 1,208,340 Less: Accumulated impairment — (835,344) — Intangible assets, Net 8,197,290 383,289 1,208,340 (i) As of December 31, 2021, the Company held 106.9936 Bitcoins with a total value of $5,051,163 based on the trading closing price shown on Feixiaohao platform. The company did not recognize any impairment loss on these Bitcoins in the consolidated financial statements for the year ended December 31, 2021. As the market price of bitcoin has declined significantly since 2022, the value of 106.9936 Bitcoins based on the closing price displayed on Feixiaohao platform on May 27, 2022 is $3,143,431. Nevertheless, the company remains confident about bitcoin's future market value. (ii) As of December 31, 2021, the Company held 3,005,537.5 USD coins with a total value of $3,005,417 based on the trading closing price shown on Feixiaohao platform. The value of 3,005,537.5 USD coins based on the closing price displayed on Feixiaohao platform on May 27, 2022 is $3,008,242. 7. INTANGIBLE ASSETS, NET (CONTINUED) The movement of intangible assets for the year ended December 31, 2019, 2020 and 2021 is as follows: December 31, December 31, December 31, 2021 2020 2019 US$ US$ US$ Balance as of January 1, 2019, 2020 and 2021 383,289 1,208,340 — Addition: received Cryptocurrencies payments (i) 10,000,363 17,863 1,200,000 Purchase — — 10,402 Mining out (ii) 664,307 — — Deduction: Payment made by Cryptocurrencies (iii) (2,141,375) (6,923) — Deduction: disposal of Cryptocurrencies (iv) (336,299) (647) (2,062) Impairment (v) (372,995) (835,344) — Balance as of December 31, 2019, 2020 and 2021 8,197,290 383,289 1,208,340 (i) During the year ended 2021, the Company received Cryptocurrencies as payments, the fair market at the date the Cryptocurrencies were received was $10,000,363. (ii) During the year ended 2021, the Company mined out 11.75513 Bitcoin by purchasing cloud computing power, the fair market at the date the Cryptocurrencies were mined out was $664,307. (iii) During the year ended 2021, the Company used Cryptocurrencies with a book value of $2,141,375 to pay Bitcoin mining cloud computing power and professional services expenses. The fair market value at the date the cryptocurrencies were used to pay the expenses was $2,174,463. (iv) During the year ended 2021, the Company sold 6.86166 Bitcoins and a small number of other cryptocurrencies with a book value of $336,299 and get $440,404 into the Company's bank account. (v) At the year end, or more frequently when events or changes in circumstances indicate that it might be impaired in accordance with ASC350, “Intangibles-Goodwill and Other”, the Company is required to perform impairment tests. The Company performed the digital assets impairment test on June 30,2021 and record an impairment loss of $372,995. |
GOODWILL
GOODWILL | 12 Months Ended |
Dec. 31, 2021 | |
GOODWILL | |
GOODWILL | 8. GOODWILL The changes in the goodwill balance for the year ended December 31, 2021 is as follows: For the year ended December 31, 2021 US$ Balance as of January 1, 2021 8,107,014 Impairment loss (i) (8,107,014) Balance as of December 31, 2021 — (i) The Company has determined to perform the annual impairment tests on December 31 of each year. The $8,107,014 goodwill as of December 31, 2020 was attributable solely to the Mercurity Limited and NBPay business. Since 2021, the Company has decided to discontinue the original business of Mercurity Limited and NBPay due to the adverse regulatory measures taken by the Chinese government in the second half of 2021 targeting the production and trading of digital currency. As a result, the Company recognized the impairment loss of goodwill of $8,107,014 for the year ended December 31, 2021, which is shown as Loss/income from discontinued operations in the consolidated income statement. |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 9. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of the following: December 31, December 31, December 31, 2021 2020 2019 US$ US$ US$ Accrued payroll and welfare 56,989 142,826 59,897 Accounts payable — 16,000 — Payables for professional fees 157,643 517,934 736,227 Other tax payable 3,635 869 7,697 Other 170 — 32,731 Total accrued expenses and other current liabilities 218,437 677,629 836,552 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAXES | |
INCOME TAXES | 10. 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, 2021 on the basis that the Company’s Hong Kong subsidiaries did not have any assessable profits arising in or derived from Hong Kong for those years. 10. INCOME TAXES (CONTINUED) Singapore On March 2, 2020, the Company acquired NBpay’s subsidiary NBpay Fintech Pte Ltd. Under the Singapore tax laws, the Company’s subsidiary in Singapore is subject to Singapore profits tax rate at 17%. No provision for Singapore profits tax was made for the year ended December 31, 2021 on the basis that the taxable income of the Company’s Singapore subsidiary was less than the exempted amount. People’s Republic of China 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 Company's entities operating in the PRC is 25%. No taxable income was generated for both domestic and foreign entities of the Company. No income tax was credited to the Company. The significant components of the Company's deferred tax assets were as follows: December 31, December 31, December 31, 2021 2020 2019 US$ US$ US$ Deferred tax assets Net operating loss carry forwards — 439,629 199,827 Valuation allowance — (439,629) (199,827) Total deferred tax assets — — — The Company 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 Company's experience with tax attributes expiring unused and tax planning alternatives. The Company'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. Since the Company has ceased to continue to operate all the businesses of the VIE entities in China, the uncovered losses incurred by the VIE entities in the previous years will not be covered in the next five years. Therefore, the Company's financial statements do not recognize deferred income tax assets for these uncovered losses. 10. INCOME TAXES (CONTINUED) Unrecognized Tax Benefits (continued) 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, 2021. 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 Company has concluded that there are no significant uncertain tax positions requiring recognition in the consolidated financial statements for the years ended December 31, 2019, 2020 AND 2021. The Company 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, 2021. The Company 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 Company'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 2021 of the Company's PRC subsidiary and VIE, remain subject to tax audits as of December 31, 2021, at the tax authority’s discretion. |
ORDINARY SHARES
ORDINARY SHARES | 12 Months Ended |
Dec. 31, 2021 | |
ORDINARY SHARES | |
ORDINARY SHARES | 11. 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 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. On May 3, 2020, the Company issued 761,789,601 ordinary shares to NBpay’s original shareholders for the acquisition of NBpay. 11. ORDINARY SHARES (CONTINUED) On May 20, 2020, the Company issued 90,000,000 ordinary shares to an investor through private placement for US$300,000. On August 13, 2020, the Company issued and transferred 36,000,000 ordinary shares to its depositary bank representing 1,000,000 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 January 27, 2021 and March 3, 2021, the Company totally issued 210,000,000 ordinary shares to an investor through a private placement for US$700,000. On March 1, 2021, the Company issued and transferred 394,200,000 ordinary shares to its depositary bank representing 1,095,000 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 September 8, 2021, the Company issued 571,428,570 ordinary shares to three investors through a private placement for 105.2385 Bitcoins with a market value of $5 million. On September 27, 2021, the Company issued and transferred 399,999,960 ordinary shares to its depositary bank representing 1,111,111 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 October 19, 2021, the Company issued 571,428,570 ordinary shares to three investors through a private placement for 5,000,000.00 USD Coins with a market value of approximately $5 million. As of December 31, 2019, 2020 and 2021, 37,462,294, 55,983,312 and 775,117,466 ordinary shares, respectively, out of these 868,563,072 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, 2019, 2020 and 2021, 636,818, 18,379,800 and nil common shares, respectively, remained for future issuance. |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 12 Months Ended |
Dec. 31, 2021 | |
FAIR VALUE MEASUREMENT | |
FAIR VALUE MEASUREMENT | 12. FAIR VALUE MEASUREMENT Measured at fair value on a recurring basis The Company had no financial assets and liabilities measured and recorded at fair value on a recurring basis as of December 31, 2019, 2020 and 2021. Measured at fair value on a non-recurring basis The Company 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 Company 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. Due to the business changes caused by the change of control of the Company and the adverse impact of the regulatory policies in mainland China, the Company ceased all the business of the main business entity in China controlled through the VIE agreement, and recognized a goodwill impairment loss of $8,107,014 for the year ended December 31, 2021. |
SHARE BASED COMPENSATION
SHARE BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2021 | |
SHARE BASED COMPENSATION | |
SHARE BASED COMPENSATION | 13. 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 Company 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 Company recognizes share-based compensation cost on the RSUs on a straight-line basis over the vesting period 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. An amendment to an existing stock option to extend the exercise period is considered a modification of stock option. The incremental value of the stock option granted to the current employees is recorded as additional compensation cost and the fair value of the modified stock option granted to former employees is record as financial liability when it is material. 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 Company. 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 Company recognizes share-based compensation cost on the RSUs ratably over the 12 months from the grant date. On July 9, 2020, the Board of Directors also approved to grant 550,001 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 has a four -year time-based vesting schedule with a one -year cliff. After the cliff, 1/12 of the remaining granted shares vest each quarter until the four-year vesting period is over. The Company recognizes share-based compensation cost on the RSUs ratably over the 4 years from the grant date. On January 3, 2021, the management approved to grant 123,000 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 can be exercised immediately. 13. SHARE BASED COMPENSATION (CONTINUED) 2011 Share Incentive Plan (continued) On January 25, 2021, the management also approved to grant 224,000 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 can be exercised immediately. On March 1, 2021, due to a big change in the Company's major shareholders, the management announced that all motivated employees could accelerate the exercise of all RSUs that had been granted but had not yet reached the exercise period, with zero exercise price. 2020 Share Incentive Plan On November 24, 2020, the Board of Directors approved the Company 2020 Share Incentive Plan (“2020 Plan”). The 2020 Plan permits the awards of options, restricted shares, restricted share units or other types of awards approved by compensation committee of the board. The Company recognized compensation cost on the share options to employees under 2020 Plan on a straight-line basis over the requisite service period. On November 24, 2020, the Board of Directors also approved to grant 205,600 RSUs awards pursuant to the 2020 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 issued RSUs has a four-year time-based vesting schedule with a one-year cliff. After the cliff, 1/12 of the remaining granted shares vest each quarter until the four-year vesting period is over. The Company recognizes share-based compensation cost on the RSUs ratably over the 4 years from the grant date. On January 3, 2021, the management also approved to grant 140,000 RSUs awards pursuant to the 2020 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 can be exercised immediately. On January 25, 2021, the management also approved to grant 100,000 RSUs awards pursuant to the 2020 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 can be exercised immediately. On March 1, 2021, due to a big change in the Company's major shareholders, the management announced that all motivated employees could accelerate the exercise of all RSUs that had been granted but had not yet reached the exercise period, with zero exercise price. On April 30, 2021, the management also approved to grant 20,000 RSUs awards pursuant to the 2020 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 can be exercised immediately. 2021 Share Incentive Plan On August 24, 2021, the Board approved the Company 2021 Share Incentive Plan (“2021 Plan’’). The 2021 Plan permits the awards of restricted shares, restricted share units or other types of awards approved by compensation committee of the board. The Company recognized compensation cost on the share options to employees under 2021 Plan on a straight-line basis over the requisite service period. 13. SHARE BASED COMPENSATION (CONTINUED) 2021 Share Incentive Plan (continued) On August 25, 2021, the management approved to grant 1,099,443 RSUs awards pursuant to the 2021 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. According to the decision of management, 527,777 RSUs can be exercised immediately, 50% of the rest 571,666 RSUs has a six months time-based vesting schedule, 50% of the rest 571,666 RSUs has a twelve months time-based vesting schedule. 1. 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, 2021(one share of RSU, or ADR equals to 360 shares of ordinary share ): Outstanding RSUs Number of Shares Grant date Fair value (US$) Unvested as of January 1, 2021 50,001 2.54 Grant 347,000 3.38 Vested and transfer to grantee (691,000) 2.89 Forfeited and expected Forfeit (43,500) 2.540 Unvested as of December 31, 2021 112,501 2.43 (a) Restricted Shares Award Granted to Employees (continued) The following table summarizes the Company's restricted shares award issued under the 2020 Plan for the year ended December 31, 2021(one share of RSU, or ADR equals to 360 shares of ordinary share): Outstanding RSUs Number of Shares Grant date Fair value US$ Unvested as of January 1, 2021 205,600 2.84 Grant 260,000 3.57 Vested and transfer to grantee (362,800) 3.36 Forfeited and expected Forfeit (102,800) 2.84 Unvested as of December 31, 2021 — — (a) Restricted Shares Award Granted to Employees (continued) The following table summarizes the Company's restricted shares award issued under the 2021 Plan for the year ended December 31, 2021(one share of RSU, or ADR equals to 360 shares of ordinary share): Outstanding RSUs Number of Shares Grant date Fair value US$ Unvested as of January 1, 2021 — — Grant 1,099,443 2.95 Vested and transfer to grantee (1,099,443) 2.95 Forfeited and expected Forfeit — Unvested as of December 31, 2021 — 13. SHARE BASED COMPENSATION (CONTINUED) (b) Options Granted to Employees The following table summarizes the Company’s employee share options under 2011 Plan for the year ended December 31, 2021: Weight Weight Weight average average average remaining Aggregate Number of exercise grant date contractual Instrinsic Share price fair value life value US$ US$ US$ US$ Outstanding as of January 1, 2021 6,982,920 0.004 0.10 0.17 46,017 Grant — — — — — Exercised (3,602,880) 0.012 0.005 — 28,038 Forfeited and expected Forfeit (3,380,040) — — — — Vested and expect to vest as of December 31, 2021 — — — — — Exercisable as of December 31, 2021 — — — — — $nil, $286,132 ($182 common stock and $285,950 additional paid-in capital) and $nil share-based compensation charged to operating expenses of continuing operations for the years ended December 31, 2019, 2020 AND 2021 under 2011 Plan. The share-based compensation of $53,967 was credited to operating expenses of discontinued operations for the years ended December 31, 2019 under 2011 Plan, respectively. 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 one year to September 1, 2019. On August 31, 2019, the Company approved to extend the expiration date of these Accelerated Awards by another one year to September 1, 2020. 13. SHARE BASED COMPENSATION (CONTINUED) On August 31,2020, the Company approved to extend the expiration date of these Accelerated Awards to February 28, 2021. 270,720 shares of the 15,760,449 Accelerated Awards were excised and 8,506,809 shares were forfeited in 2020. 3,602,880 shares of the 6,982,920 Accelerated Awards were excised and the remaining 3,380,040 shares were forfeited after February 28, 2021, the extended expiration date. The aggregated intrinsic value of stock options outstanding and exercisable as of December 31, 2019 and 2020 was calculated based on the closing price of the Company’s ordinary shares, $1.64 per ADS ($0.005 per ordinary share) and $3.05 per ADS ($0.008 per ordinary share) at December 31, 2019 and 2020, respectively. The total intrinsic value of stock options exercised during the years ended December 31, 2019 and 2020 was $280 and $9,399 respectively. As of December 31, 2021, no unrecognized share-based compensation related to RSUs issued to employees and unrecognized share-based compensation related to share options of continuing operations remained. 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 a binomial pricing model with the following assumptions: September 1, July 1, June 20, 2015 2016 2017 Expected volatility (1) 60.3% - 65.1 % 54.8 % 41.0 % Risk-free interest rate (2) 0.47% - 0.88 % 1.46 % 1.25 % 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 Company 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 Company's Board of Directors. (5) Fair value of underlying ordinary shares 13. SHARE BASED COMPENSATION (CONTINUED) 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 Company, 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. |
RELATED PARTY BALANCES AND TRAN
RELATED PARTY BALANCES AND TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
RELATED PARTY BALANCES AND TRANSACTIONS | |
RELATED PARTY BALANCES AND TRANSACTIONS | 14. RELATED PARTY BALANCES AND TRANSACTIONS Nature of the relationships with related parties: Name Relationship with the Company Kaiming Hu Previous owner of NBpay group, over 10% share holder of Mercurity Zhiyou Wang Director of Mercurity’s affiliated companys, share holder of Mercurity Guoda Technology (Shenzhen) Co., Ltd. A company associated with Zhiyou Wang Radiance Holding (HK) Limited Share holder of Mercurity a) As of December 31, 2021, the following balance was due from the related party: As of December 31, Net Amount due from the related party 2021 US$ Kaiming Hu (i) — Guoda Technology (Shenzhen) Co., Ltd. (ii) 1,503 i. The receivable due from Mr. Kaiming Hu is $556,083 at the end of December 31, 2021, related to capital contribution. Due to the changes of the company's management and business team in the second half of 2021, the Company failed to collect the receivable from Mr. Kaiming Hu in a timely manner. At the end of 2021, the Company made provision for doubtful accounts. Meanwhile, the company is also taking legal action to recover the money. ii. The amounts represent the receivables of $1,503 due from Guoda Technology (Shenzhen) Co., Ltd. related to office lease fee settlement. b) As of December 31, 2021, the following balance was due to the related party: Net Amount due to the related party As of December 31, 2021 US$ Zhiyou Wang (i) 849,607 Radiance Holding (HK) Limited (ii) 273,000 i. The amounts represent the payables of $849,607 due to Zhiyou Wang related to the Company's borrowing from shareholders because of a temporary shortage of funds. ii. The amounts represent the payables of $273,000 due to Radiance Holding (HK) Limited related to the Company's borrowing shares from shareholders to pay agency fees with shares. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 15. COMMITMENTS AND CONTINGENCIES Operating lease commitments The Company leases certain office premises under non-cancellable leases. Rental expenses under operating leases for the years ended December 31, 2019, 2020 and 2021 were $nil, $18,589 and $101,508, respectively. The future aggregate minimum lease payments under non-cancellable operating lease agreements were as follows: Years ending December 31, US$ 2022 24,978 Total 24,978 |
MAINLAND CHINA CONTRIBUTION PLA
MAINLAND CHINA CONTRIBUTION PLAN | 12 Months Ended |
Dec. 31, 2021 | |
MAINLAND CHINA CONTRIBUTION PLAN | |
MAINLAND CHINA CONTRIBUTION PLAN | 16. MAINLAND CHINA CONTRIBUTION PLAN Full time PRC employees of the Company 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 Company to accrue for these benefits based on a percentage of each employee’s income. Total provisions for employee benefits were $95,831, $290,135 and $93,096 for the years ended December 31, 2019, 2020 and 2021, 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, 2021 | |
STATUTORY RESERVES AND RESTRICTED NET ASSETS | |
STATUTORY RESERVES AND RESTRICTED NET ASSETS | 17. STATUTORY RESERVES AND RESTRICTED NET ASSETS In accordance with the Regulations on Enterprises with Foreign Investment of China and their articles of association, the Company’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 Company’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, 2019, 2020 and 2021, none of the Company’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 Company’s subsidiaries. The appropriation to these reserves by the Company’s PRC subsidiary, VIE and VIE’s subsidiaries were all $nil for the years ended December 31, 2019, 2020 and 2021. 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 Company. Amounts restricted include paid-in capital and the statutory reserves of the Company’s PRC subsidiary, VIE and VIE’s subsidiaries. 17. STATUTORY RESERVES AND RESTRICTED NET ASSETS (CONTINUED) 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 Company not available for distribution were $724,123, $1,439,369 and $268,195 as of December 31, 2019, 2020 and 2021, respectively, including $724,123, $1,439,369 and $268,195 of net restricted assets recorded under VIE and VIE’s subsidiaries in the Company. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 18. SUBSEQUENT EVENTS Dismantle the VIE structure and divest mainland Companies controlled by VIE agreements On January 15, 2022, Beijing Lianji Future Technology Co., Ltd., Beijing Lianji Technology Co., Ltd.(VIE), signed a Termination Agreement Re Existing Control Documents with Wang Zhiyou and Zhou Jie, the shareholders of Beijing Lianji Technology Co., Ltd.. According to the agreement, from the date hereof, each Party no longer retains any right under the Existing Control Documents and no longer needs to perform any obligation under the Existing Control Documents. However, the rights and obligations actually exercised by each Party based on any Existing Control Documents shall remain effective. Any income or other benefits of any nature funds obtained or actually received by any Party based on the Existing Control Documents need not be returned to the opposite Party, and the existing accounts receivable and payable between the Parties shall still be paid. Meanwhile, Beijing Lianji Future Technology Co., Ltd., Beijing Lianji Technology Co., Ltd., Ucon Capital (HK) Limited, Mercurity Limited and Mercurity Fintech Holding Inc. jointly signed an Agreement on Modification of Customer's Rights and Obligations. Beijing Lianji Technology Co., Ltd. transfered all of its receivables and other creditor's rights to Beijing Lianji Future Technology Co., Ltd., and all debts owned by Beijing Lianji Technology Co., Ltd. to Ucon Capital (HK) Limited, Mercurity Limited and Mercurity Fintech Holding Inc were borne by Beijing Lianji Future Technology Co., Ltd. On January 15, 2022, Beijing Lianji Future Technology Co., Ltd., Mercurity (Beijing) Technology Co., Ltd. (VIE), signed a Termination Agreement Re Existing Control Documents with Wang Zhiyou, the shareholders of Beijing Lianji Technology Co., Ltd.. According to the agreement, from the date hereof, each Party no longer retains any right under the Existing Control Documents and no longer needs to perform any obligation under the Existing Control Documents. However, the rights and obligations actually exercised by each Party based on any Existing Control Documents shall remain effective. Any income or other benefits of any nature funds obtained or actually received by any Party based on the Existing Control Documents need not be returned to the opposite Party, and the existing accounts receivable and payable between the Parties shall still be paid. Meanwhile, Beijing Lianji Future Technology Co., Ltd., Mercurity (Beijing) Technology Co., Ltd., Ucon Capital (HK) Limited, Mercurity Limited and Mercurity Fintech Holding Inc. jointly signed an Agreement on Modification of Customer's Rights and Obligations. Mercurity (Beijing) Technology Co., Ltd. transfered all of its receivables and other creditor's rights to Beijing Lianji Future Technology Co., Ltd., and all debts owned by Mercurity (Beijing) Technology Co., Ltd. to Ucon Capital (HK) Limited, Mercurity Limited and Mercurity Fintech Holding Inc were borne by Beijing Lianji Future Technology Co., Ltd. Beijing Lianji Technology Co., Ltd. and Mercurity (Beijing) Technology Co., Ltd. are no longer controlled by the Company and the Company no longer owns any companies controlled by VIE agreement. 18. SUBSEQUENT EVENTS (CONTINUED) An emergency caused by personal reasons of management and events that may cause significant losses to the company's assets Mr. Wei Zhu, a director of the Board, the co-chairperson of the Board, the acting chief financial officer, and the co-chief executive officer of the Company, notified the Company of his resignation as a director, the co-chairperson, the acting chief financial officer, and the co-chief executive officer for personal reasons on March 28, 2022. Mr. Minghao Li, a member of the board of the directors (the "Board") of the Company, notified the Company of his resignation as a director for personal reasons on March 28, 2022. It has come to our attention that both Mr. Wei Zhu and Mr. Minghao Li have been detained and are currently under criminal investigation by the police in the People's Republic of China for potential charges unrelated to their positions or activities as officers and directors of the Company. The Company is not aware of the specific charges being investigated against each of Mr. Minghao Li and Mr. Wei Zhu. As our former chief financial officer, Mr. Wei Zhu held the hardware cold wallet containing the Company's Bitcoin (BTC) and USD Coin (USDC) cryptocurrency. According to our communication with representatives from the Sheyang County Public Security Bureau of Yancheng City, Jiangsu Province, the Company suspected that during the course of the investigation, the police temporarily put a hold on the cold wallet which was maintained by Wei Zhu. The book value of the Bitcoins and USD Coins stored in the out-of-control wallet was $8,197,290. The Company verified that Bitcoins and USD Coins with a book value of $6,528,217 stored in the out-of-control wallet had been transferred to other unknown wallets. The Company has engaged its PRC counsel, Deheng Law Offices, to actively communicate with the police to obtain information regarding the investigation and to release any of the Company’s assets that are currently or may be held by the police. The duration of the police investigation and its final results are unclear at this time and may be further delayed by the effects of COVID-19 restrictions in the PRC. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
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 VIEs for which the Company is the primary beneficiary. All significant intercompany 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 “$”). The functional currency of the Company’s subsidiary, Mercurity Limited, is U.S. dollars. The functional currency of the Company’s HK subsidiaries, Ucon, is Hong Kong dollars (“HK dollars”). The functional currency of NBPay Investment limited is the United States dollar (“U.S. dollars”, “US$” or “$”). The functional currency of NBPay Fintech Pte Ltd is the United States dollar (“U.S. dollars”, “US$” or “$”). 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 consist 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 The company’s accounts receivable accounting policy until December 31, 2019, prior to the adoption of the new Current Expected Credit loss (“CECL” standard). Accounts receivable are presented in the Company’s consolidated balance sheets net of allowance for doubtful accounts. On a periodic basis, the Company evaluates the collectability of its accounts receivable and establishes an allowance for doubtful accounts based on past write-offs and collections, current credit conditions, the age of the balances and economic factors that may affect a customer’s ability to pay. 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, 2019. The provision for doubtful accounts receivable of $43,826 were recognized for this business for the years ended December 31, 2019. From January 1, 2020,the company adopted the new CECL rule and recognizes its estimate of expected credit losses as an allowance to its account receivable. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Accounts receivable, net of allowance (continued) The Company adopted this guidance effective January 1, 2020, with no material impact on its consolidated financial statements. The Company maintains the allowance for estimated losses resulting from the inability of the Company’s customers to make required payments. The allowance represents the current estimate of lifetime expected credit losses over the remaining duration of existing accounts receivable considering current market conditions and supportable forecasts when appropriate. The estimate is a result of the Company’s ongoing evaluation of collectability, customer creditworthiness, historical levels of credit losses, and future expectations. Changes in the allowance for credit losses are recognized in general and administrative expenses. Accounts receivable are written-off against the allowance for credit losses when management deems the accounts are no longer collectible. Allowance for credit losses related to the Company’s accounts receivable was $1,147,131 as of December 31, 2021. Due to the changes of the company's management and business team in the second half of 2021, the Company failed to collect the blockchain technology services receivable $1,092,208 from BGA FOUNDATION LTD and $54,923 from Beijing Qichi Trading Ltd. in a timely manner. At the end of 2021, the Company made provision for doubtful accounts. Meanwhile, the company is also taking legal action to recover the money. |
Intangible assets | Intangible Assets Intangible assets with indefinite useful life are not amortized and are tested for impairment annually or more frequently, if events or changes in circumstances indicate that they might be impaired in accordance with ASC Subtopic 350-30, Intangibles-Goodwill and Other: General Intangibles Other than Goodwill ("ASC 350-30"). Our intangible assets are cryptocurrencies which are measured at cost. The cryptocurrencies received from cryptocurrency mining operations recognize the cost of intangible assets based on the market price at the time of acquisition. We estimated the fair values of the intangible assets and recognized $372,995 impairment loss for the year ended December 31, 2021. |
Impairment of goodwill | Impairment of goodwill The Company annually, or more frequently if the Company 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 Company has determined to perform the annual impairment tests on December 31 of each year. The $8,107,014 goodwill as of December 31, 2020 was attributable solely to the Mercurity Limited and NBPay business. Since 2021, the Company has experienced a change of control, the new board and management have reformulated the Company's business plan, and the Company has decided to discontinue the original business of Mercurity Limited and NBPay due to the highly adverse regulatory measures taken by the Chinese government in the second half of 2021 targeting the production and trading of digital currency. As a result, the Company recognized the impairment loss of goodwill of $8,107,014 for the year ended December 31, 2021, which is shown as Loss/income from discontinued operations in the consolidated income statement. |
Revenue recognition | Revenue recognition The Company generates revenues primarily from digital asset mining and blockchain technical services. On January 1, 2019, the Company 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 Company 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 Company 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 Company reviews the contract to determine which performance obligations it must deliver and which of these performance obligations are distinct. The Company 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 Company’s revenue recognition policies effective on the adoption date of ASC 606 are as follows: Digital asset mining The Company has entered into digital asset mining pools by executing contracts with the mining pool operators or executing contracts with the sharing mining service providers to provide computing power to the mining pool. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, the Company is entitled to a fractional share of the fixed digital assets award the mining pool operator receives, for successfully adding a block to the blockchain. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm. Providing computing power in digital asset transaction verification services is an output of the Company’s ordinary activities. The provision of such computing power is the only performance obligation in the Company’s contracts with mining pool operators or contracts with the sharing mining service providers. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different than the fair value at contract inception or the time the Company has earned the award from the pools. The consideration is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Revenue recognition (continued) Fair value of the digital assets award received is determined using the quoted price of the related digital assets at the time of receipt. There is currently no specific definitive guidance under US GAAP or alternative accounting framework for the accounting for digital assets recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect on the Company’s consolidated financial position and results from operations. Technical services For software development, the Company recognizes revenue over time as the Company’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced. The Company 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 Company 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 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 Company does not disclose the value of unsatisfied performance obligations as the Company’s revenue contract is with an original expected length of one year or less. |
Cost of revenue | Cost of revenue The Company's cost of digital asset mining revenue consists primarily of direct production costs related to mining operations, including utilities and other service charges, but excluding depreciation and amortization, which are separately stated in the Company's consolidated statements of operations. Cost of technical services 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 Company 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 Company 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. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Income taxes (continued) The Company 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 Company 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 Company 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 Company recognizes incremental compensation cost in the period the modification occurred. For unvested awards, the Company 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 Company 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. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Net loss per share (continued) 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 income (loss) | Comprehensive income (loss) Comprehensive income (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 gain (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 Company 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 Company as a whole and hence, the Company has only one reportable segment. The Company 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. The Company’s revenues are derived from British Virgin Islands and Asia pacific regions, 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 Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. 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 acquisitions. |
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 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 Company 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 Company 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 Company 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, 2021, the Company has US$66,667 of future minimum operating lease commitments that are not currently recognized on its consolidated balance sheets (see note 15). 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Recent accounting pronouncements (continued) 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 Company 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 Company 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 Company is in the process of evaluating the impact on its consolidated financial statements upon adoption. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes, as part of its Simplification Initiative to reduce the cost and complexity in accounting for income taxes. ASU 2019-12 removes certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 also amends other aspects of the guidance to help simplify and promote consistent application of GAAP. The guidance is effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. We early adopted ASU 2019-12 in the fourth quarter of 2020. The impact of adoption of this standard on our consolidated financial statements, including accounting policies, processes, and systems, was not material. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Recent accounting pronouncements (continued) In January 2020, the FASB issued ASU 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815), which clarifies the interaction between the accounting for equity securities under Topic 321, the accounting for equity method investments in Topic 323, and the accounting for certain forward contracts and purchased options in Topic 815. The guidance is effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. Effective January 1, 2021, we adopted this standard on a prospective basis. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements, including accounting policies, processes, and systems. In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. Under ASU 2020-06, the embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. The new guidance also requires the if-converted method to be applied for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, with early adoption permitted. Adoption of the standard requires using either a modified retrospective or a full retrospective approach. Effective January 1, 2021, we early adopted ASU 2020-06 using the modified retrospective approach. The impact of adoption of this standard on our consolidated financial statements, including accounting policies, process, and systems, was nil. |
ORGANIZATION AND PRINCIPAL AC_2
ORGANIZATION AND PRINCIPAL ACTIVITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
ORGANIZATION AND PRINCIPAL ACTIVITIES | |
Schedule of the Company's major subsidiaries and VIE (collectively, the "Group") | As of December 31, 2021, the Company’s major subsidiaries and VIEs (collectively, the “Group”) are as follows: Date of Place of Percentage acquisition/ establishment/ of legal registration incorporation ownership Subsidiaries: Mercurity Limited May 21, 2019 British Virgin Islands 100 % Ucon Capital (HK) Limited (“Ucon”) May 21, 2019 Hong Kong 100 % Beijing Lianji Future Technology Co., Ltd. (“Lianji Future” or “WFOE”) May 21, 2019 PRC 100 % NBpay Investment Limited (NBPay Investment) March 2, 2020 British Virgin Islands 100 % NBpay Fintech Pte Ltd (NBpay) March 2, 2020 Singapore 100 % Golden Nation Ltd. October 17, 2021 USA 100 % VIE: Beijing Lianji Technology Co., Ltd. (“Lianji Technology” or “VIE”) May 21, 2019 PRC N/A Mercurity (Beijing) Technology Co., Ltd. (“Mercurity Beijing” 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 VIEs were included in the accompanying consolidated financial statements as follows: For the year Ended December 31, 2021 2020 2019 Cash and cash equivalents — 32,226 153,725 Prepaid expense and other current assets, Net — 700,538 7,707 Current assets of discontinued operations 4,403 — — Total current assets 4,403 732,764 161,432 Total assets 4,403 732,764 161,432 Accrued expenses and other current liabilities — 104,350 70,781 Due to the related party — 30,866 — Current liabilities of discontinued operations 30,938 — — Total current liabilities 30,938 135,216 70,781 Total liabilities 30,938 135,216 70,781 For the year Ended December 31, 2021 2020 2019 Revenues — — — Loss from continuing operations — — — Loss from discontinued operations (8,360,322) (957,955) (284,611) For the year Ended December 31, 2021 2020 2019 Net cash provided by discontinued operations used in operating activities (386,777) (926,725) 82,608 Net cash provided by discontinued operations used in investing activities — 144 71,409 Net cash provided by discontinued operations used in financing activities 120,419 927,995 — Effect of exchange rate changes 403 (122,913) — |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
DISCONTINUED OPERATIONS | |
Schedule of financial results of the Food Supply Chain Entities | The financial results of Beijing Lianji Technology Co. and Mercurity (Beijing) Technology Co., Ltd. are summarized 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, 2021. For the year ended December 31, 2021 US$ Carrying amounts of assets under disposal Cash and cash equivalents 2,677 Accounts receivable — Inventories — Prepaid expenses and other current assets, net 1,726 Amounts due from related parties — Current assets of discontinued operations 4,403 Property and equipment, net — Non-current assets of discontinued operations — Total assets of discontinued operations 4,403 Carrying amounts of liabilities under disposal Short-term bank borrowings — Accounts and notes payable — Accrued expenses and other current liabilities 3,194 Advance from customers — Amounts due to related parties 27,744 Current liabilities of discontinued operations 30,938 Amount due to related parties — Non-current liabilities of discontinued operations — Total liabilities of discontinued operations 30,938 December 31, 2021 US$ Revenues 122,343 Cost of revenues (41,668) Gross profit 80,675 General and administrative (334,880) Impairment loss (Note 8) (8,107,943) Loss from operations (8,362,148) Interest expense, net 91 Other income/(expenses), net 1,735 Loss before provision for income taxes (8,360,322) Income tax benefits — Net loss (8,360,322) |
Schedule of nature of the relationships of discontinued operations with related parties | Nature of the relationships with related parties: Name Relationship with the Company Zhiyou Wang Shareholder |
Schedule of balances due from/ to the related parties attributable to discontinued operations | For the year ended December 31, 2021 Amount due to related parties US$ Zhiyou Wang 27,744 (i) (i) The amount represents the payable due to related parties relating to the daily operations. |
ACCOUNTS RECEIVABLE, NET (Table
ACCOUNTS RECEIVABLE, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
ACCOUNTS RECEIVABLE, NET | |
Schedule of Accounts, Notes, Loans and Financing Receivable | December 31, December 31, December 31, 2021 2020 2019 US$ US$ US$ Accounts receivable 1,147,131 1,527,641 1,648,000 Less: allowance for doubtful accounts (i) 1,147,131 — — — 1,527,641 1,648,000 (i) Due to the changes of the company's management and business team in the second half of 2021, the Company failed to collect the blockchain technology services receivable $1,092,208 from BGA FOUNDATION LTD and $54,923 from Beijing Qichi Trading Ltd. in a timely manner. At the end of 2021, the Company made provision for doubtful accounts. Meanwhile, the company is also taking legal action to recover the money. |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET | |
Schedule of prepayments and other current assets | December 31, December 31, December 31, 2021 2020 2019 US$ US$ US$ Other receivables, net of allowance for doubtful accounts of $nil, $nil and $nil at December 31, 2019, 2020, 2021 — 91,266 2,566 Prepaid rental expenses — 11,189 5,141 Prepaid professional service expenses 3,578 — — Prepaid for BTC mining cloud computing power 1,291,784 — — 1,295,362 102,455 7,707 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
INTANGIBLE ASSETS, NET | |
Schedule of intangible assets | Intangible assets, net consist of the following: December 31, December 31, December 31, 2021 2020 2019 US$ US$ US$ Bitcion (i) 5,189,195 — — USD Coin (ii) 3,002,231 — — Others 5,864 1,218,633 1,208,340 Total Cryptocurrencies 8,197,290 1,218,633 1,208,340 Less: Accumulated impairment — (835,344) — Intangible assets, Net 8,197,290 383,289 1,208,340 (i) As of December 31, 2021, the Company held 106.9936 Bitcoins with a total value of $5,051,163 based on the trading closing price shown on Feixiaohao platform. The company did not recognize any impairment loss on these Bitcoins in the consolidated financial statements for the year ended December 31, 2021. As the market price of bitcoin has declined significantly since 2022, the value of 106.9936 Bitcoins based on the closing price displayed on Feixiaohao platform on May 27, 2022 is $3,143,431. Nevertheless, the company remains confident about bitcoin's future market value. (ii) As of December 31, 2021, the Company held 3,005,537.5 USD coins with a total value of $3,005,417 based on the trading closing price shown on Feixiaohao platform. The value of 3,005,537.5 USD coins based on the closing price displayed on Feixiaohao platform on May 27, 2022 is $3,008,242. The movement of intangible assets for the year ended December 31, 2019, 2020 and 2021 is as follows: December 31, December 31, December 31, 2021 2020 2019 US$ US$ US$ Balance as of January 1, 2019, 2020 and 2021 383,289 1,208,340 — Addition: received Cryptocurrencies payments (i) 10,000,363 17,863 1,200,000 Purchase — — 10,402 Mining out (ii) 664,307 — — Deduction: Payment made by Cryptocurrencies (iii) (2,141,375) (6,923) — Deduction: disposal of Cryptocurrencies (iv) (336,299) (647) (2,062) Impairment (v) (372,995) (835,344) — Balance as of December 31, 2019, 2020 and 2021 8,197,290 383,289 1,208,340 (i) During the year ended 2021, the Company received Cryptocurrencies as payments, the fair market at the date the Cryptocurrencies were received was $10,000,363. (ii) During the year ended 2021, the Company mined out 11.75513 Bitcoin by purchasing cloud computing power, the fair market at the date the Cryptocurrencies were mined out was $664,307. (iii) During the year ended 2021, the Company used Cryptocurrencies with a book value of $2,141,375 to pay Bitcoin mining cloud computing power and professional services expenses. The fair market value at the date the cryptocurrencies were used to pay the expenses was $2,174,463. (iv) During the year ended 2021, the Company sold 6.86166 Bitcoins and a small number of other cryptocurrencies with a book value of $336,299 and get $440,404 into the Company's bank account. (v) At the year end, or more frequently when events or changes in circumstances indicate that it might be impaired in accordance with ASC350, “Intangibles-Goodwill and Other”, the Company is required to perform impairment tests. The Company performed the digital assets impairment test on June 30,2021 and record an impairment loss of $372,995. |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
GOODWILL | |
Schedule Of Changes In Goodwill | For the year ended December 31, 2021 US$ Balance as of January 1, 2021 8,107,014 Impairment loss (i) (8,107,014) Balance as of December 31, 2021 — (i) The Company has determined to perform the annual impairment tests on December 31 of each year. The $8,107,014 goodwill as of December 31, 2020 was attributable solely to the Mercurity Limited and NBPay business. Since 2021, the Company has decided to discontinue the original business of Mercurity Limited and NBPay due to the adverse regulatory measures taken by the Chinese government in the second half of 2021 targeting the production and trading of digital currency. As a result, the Company recognized the impairment loss of goodwill of $8,107,014 for the year ended December 31, 2021, which is shown as Loss/income from discontinued operations in the consolidated income statement. |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | |
Schedule of accrued expenses and other current liabilities | December 31, December 31, December 31, 2021 2020 2019 US$ US$ US$ Accrued payroll and welfare 56,989 142,826 59,897 Accounts payable — 16,000 — Payables for professional fees 157,643 517,934 736,227 Other tax payable 3,635 869 7,697 Other 170 — 32,731 Total accrued expenses and other current liabilities 218,437 677,629 836,552 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAXES | |
Schedule of significant components of the deferred tax assets and liabilities | December 31, December 31, December 31, 2021 2020 2019 US$ US$ US$ Deferred tax assets Net operating loss carry forwards — 439,629 199,827 Valuation allowance — (439,629) (199,827) Total deferred tax assets — — — |
SHARE BASED COMPENSATION (Table
SHARE BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SHARE BASED COMPENSATION | |
Schedule of Outstanding RSUs | The following table summarizes the Company’s restricted shares award issued under the 2011 Plan for the year ended December 31, 2021(one share of RSU, or ADR equals to 360 shares of ordinary share ): Outstanding RSUs Number of Shares Grant date Fair value (US$) Unvested as of January 1, 2021 50,001 2.54 Grant 347,000 3.38 Vested and transfer to grantee (691,000) 2.89 Forfeited and expected Forfeit (43,500) 2.540 Unvested as of December 31, 2021 112,501 2.43 (a) Restricted Shares Award Granted to Employees (continued) The following table summarizes the Company's restricted shares award issued under the 2020 Plan for the year ended December 31, 2021(one share of RSU, or ADR equals to 360 shares of ordinary share): Outstanding RSUs Number of Shares Grant date Fair value US$ Unvested as of January 1, 2021 205,600 2.84 Grant 260,000 3.57 Vested and transfer to grantee (362,800) 3.36 Forfeited and expected Forfeit (102,800) 2.84 Unvested as of December 31, 2021 — — (a) Restricted Shares Award Granted to Employees (continued) The following table summarizes the Company's restricted shares award issued under the 2021 Plan for the year ended December 31, 2021(one share of RSU, or ADR equals to 360 shares of ordinary share): Outstanding RSUs Number of Shares Grant date Fair value US$ Unvested as of January 1, 2021 — — Grant 1,099,443 2.95 Vested and transfer to grantee (1,099,443) 2.95 Forfeited and expected Forfeit — Unvested as of December 31, 2021 — |
Summary of information regarding share options granted | Weight Weight Weight average average average remaining Aggregate Number of exercise grant date contractual Instrinsic Share price fair value life value US$ US$ US$ US$ Outstanding as of January 1, 2021 6,982,920 0.004 0.10 0.17 46,017 Grant — — — — — Exercised (3,602,880) 0.012 0.005 — 28,038 Forfeited and expected Forfeit (3,380,040) — — — — Vested and expect to vest as of December 31, 2021 — — — — — Exercisable as of December 31, 2021 — — — — — |
Schedule of fair value assumptions | September 1, July 1, June 20, 2015 2016 2017 Expected volatility (1) 60.3% - 65.1 % 54.8 % 41.0 % Risk-free interest rate (2) 0.47% - 0.88 % 1.46 % 1.25 % 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 Company 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 Company's Board of Directors. (5) Fair value of underlying ordinary shares 13. SHARE BASED COMPENSATION (CONTINUED) 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 Company, 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. |
RELATED PARTY BALANCES AND TR_2
RELATED PARTY BALANCES AND TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 Kaiming Hu Previous owner of NBpay group, over 10% share holder of Mercurity Zhiyou Wang Director of Mercurity’s affiliated companys, share holder of Mercurity Guoda Technology (Shenzhen) Co., Ltd. A company associated with Zhiyou Wang Radiance Holding (HK) Limited Share holder of Mercurity |
Schedule of balances due from related party | As of December 31, Net Amount due from the related party 2021 US$ Kaiming Hu (i) — Guoda Technology (Shenzhen) Co., Ltd. (ii) 1,503 i. The receivable due from Mr. Kaiming Hu is $556,083 at the end of December 31, 2021, related to capital contribution. Due to the changes of the company's management and business team in the second half of 2021, the Company failed to collect the receivable from Mr. Kaiming Hu in a timely manner. At the end of 2021, the Company made provision for doubtful accounts. Meanwhile, the company is also taking legal action to recover the money. ii. The amounts represent the receivables of $1,503 due from Guoda Technology (Shenzhen) Co., Ltd. related to office lease fee settlement. b) As of December 31, 2021, the following balance was due to the related party: |
Schedule of balances due from/to the related parties | Net Amount due to the related party As of December 31, 2021 US$ Zhiyou Wang (i) 849,607 Radiance Holding (HK) Limited (ii) 273,000 i. The amounts represent the payables of $849,607 due to Zhiyou Wang related to the Company's borrowing from shareholders because of a temporary shortage of funds. ii. The amounts represent the payables of $273,000 due to Radiance Holding (HK) Limited related to the Company's borrowing shares from shareholders to pay agency fees with shares. |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
Schedule of the future minimum lease payments under non-cancelable operating lease agreements | The future aggregate minimum lease payments under non-cancellable operating lease agreements were as follows: Years ending December 31, US$ 2022 24,978 Total 24,978 |
ORGANIZATION AND PRINCIPAL AC_3
ORGANIZATION AND PRINCIPAL ACTIVITIES - Additional Information (Details) - USD ($) | Mar. 01, 2020 | Jul. 22, 2019 | May 21, 2019 | Dec. 31, 2021 |
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 | |||
NBPay Investment | ||||
Organization Consolidation And V I E Arrangements [Line Items] | ||||
Ordinary shares issued for consideration | 761,789,601 |
ORGANIZATION AND PRINCIPAL AC_4
ORGANIZATION AND PRINCIPAL ACTIVITIES (Details) | 12 Months Ended |
Dec. 31, 2021 | |
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 |
Mercurity Limited | |
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% |
NBPay Investment | |
Variable Interest Entity, Qualitative or Quantitative Information, Date Involvement Began | Mar. 2, 2020 |
Variable Interest Entity, Qualitative or Quantitative Information, Place of Establishment | British Virgin Islands |
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 100.00% |
NBpay | |
Variable Interest Entity, Qualitative or Quantitative Information, Date Involvement Began | Mar. 2, 2020 |
Variable Interest Entity, Qualitative or Quantitative Information, Place of Establishment | Singapore |
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 100.00% |
Golden Nation Ltd. | |
Variable Interest Entity, Qualitative or Quantitative Information, Date Involvement Began | Oct. 17, 2021 |
Variable Interest Entity, Qualitative or Quantitative Information, Place of Establishment | USA |
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 100.00% |
Mercurity Beijing | |
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 ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Financial statement balances and amounts of the VIEs and VIEs' subsidiaries | |||
Cash and cash equivalents | $ 440,636 | $ 174,783 | $ 435,211 |
Prepaid expenses and other current assets, net | 1,295,362 | 102,455 | 7,707 |
Current assets of discontinued operations | 4,403 | 0 | 0 |
Total current assets | 1,741,904 | 2,470,795 | 2,133,775 |
TOTAL ASSETS | 9,939,194 | 10,961,098 | 8,871,293 |
Accrued expenses and other current liabilities | 218,437 | 677,629 | 836,552 |
Due to related party | 1,122,607 | 30,866 | 0 |
Current liabilities of discontinued operations | 30,938 | 0 | 0 |
Total current liabilities | 1,371,982 | 708,495 | 836,552 |
TOTAL LIABILITIES | 1,371,982 | 708,495 | 836,552 |
Revenues | 670,171 | 1,402,300 | 1,738,000 |
(Loss)/Income from continuing operations | (12,385,809) | (693,318) | 767,302 |
Loss from discontinued operations | (8,360,322) | (957,955) | (1,992,602) |
Net cash provided by discontinued operations used in operating activities | (386,777) | (957,591) | (260,710) |
Net cash provided by discontinued operations used in investing activities | 0 | 144 | 71,409 |
Net cash provided by discontinued operations used in financing activities | 120,419 | 0 | 0 |
Effect of exchange rate changes | 2,953 | 43,374 | 136,750 |
VIEs | |||
Financial statement balances and amounts of the VIEs and VIEs' subsidiaries | |||
Cash and cash equivalents | 0 | 32,226 | 153,725 |
Prepaid expenses and other current assets, net | 0 | 700,538 | 7,707 |
Current assets of discontinued operations | 4,403 | 0 | 0 |
Total current assets | 4,403 | 732,764 | 161,432 |
TOTAL ASSETS | 4,403 | 732,764 | 161,432 |
Accrued expenses and other current liabilities | 0 | 104,350 | 70,781 |
Due to related party | 0 | 30,866 | 0 |
Current liabilities of discontinued operations | 30,938 | 0 | 0 |
Total current liabilities | 30,938 | 135,216 | 70,781 |
TOTAL LIABILITIES | 30,938 | 135,216 | 70,781 |
Revenues | 122,343 | 79,289 | 0 |
(Loss)/Income from continuing operations | 0 | 0 | 0 |
Loss from discontinued operations | (8,360,322) | (957,955) | (284,611) |
Net cash provided by discontinued operations used in operating activities | (386,777) | (926,725) | 82,608 |
Net cash provided by discontinued operations used in investing activities | 0 | 144 | 71,409 |
Net cash provided by discontinued operations used in financing activities | 120,419 | 927,995 | 0 |
Effect of exchange rate changes | $ 403 | $ (122,913) | $ 0 |
Percentage contributed to consolidated total assets | 0.04% | 6.69% | 1.80% |
Percentage contributed to consolidated total liabilities | 2.25% | 19.00% | 8.50% |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Concentration of credit risk [Line Items] | |||
Reversal for doubtful accounts receivable | $ 43,826 | ||
intangible assets | $ (372,995) | $ (835,344) | 0 |
Goodwill | 0 | 8,107,014 | 5,529,178 |
Impairment loss | 8,107,014 | ||
Retained Earnings (Accumulated Deficit) | $ (660,765,745) | (640,019,614) | $ (638,368,341) |
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 | $ 24,978 | ||
Provision for doubtful accounts receivable | 1,147,131 | ||
Commitments | |||
Concentration of credit risk [Line Items] | |||
Operating Leases, Future Minimum Payments Due | 66,667 | ||
Mercurity Limited and NBPay business | |||
Concentration of credit risk [Line Items] | |||
Goodwill | $ 8,107,014 | ||
Beijing Qichi Trading Ltd | |||
Concentration of credit risk [Line Items] | |||
Provision for doubtful accounts receivable | 54,923 | ||
BGA FOUNDATION LTD | |||
Concentration of credit risk [Line Items] | |||
Provision for doubtful accounts receivable | 1,092,208 | ||
Cumulative Effect, Period of Adoption, Adjustment [Member] | |||
Concentration of credit risk [Line Items] | |||
Retained Earnings (Accumulated Deficit) | $ 0 |
CONCENTRATION OF RISK - Additio
CONCENTRATION OF RISK - Additional information (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
CONCENTRATION OF RISK | |||
Percentage Of Fluctuations in Foreign Exchange rate | 2.30% | 6.20% | 1.30% |
DISCONTINUED OPERATIONS - Finan
DISCONTINUED OPERATIONS - Financial results of food supply chain entities (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Carrying amounts of assets disposed | |||
Current assets of discontinued operations | $ 4,403 | $ 0 | $ 0 |
Non-Current assets of discontinued operations | 0 | 0 | 0 |
Carrying amounts of liabilities under disposal | |||
Current liabilities of discontinued operations | 30,938 | 0 | 0 |
Non-current liabilities of discontinued operations | 0 | 0 | 0 |
Income statement disclosures | |||
Loss from discontinued operations | (8,360,322) | $ (957,955) | $ (1,992,602) |
Discontinued Operations, Disposed of by Sale [Member] | Food Supply Chain Entities | |||
Carrying amounts of assets disposed | |||
Cash and cash equivalents | 2,677 | ||
Accounts receivable | 0 | ||
Inventories | 0 | ||
Prepaid expenses and other current assets, net | 1,726 | ||
Amounts due from related parties | 0 | ||
Current assets of discontinued operations | 4,403 | ||
Property and equipment, net | 0 | ||
Non-Current assets of discontinued operations | 0 | ||
Total assets of discontinued operations | 4,403 | ||
Carrying amounts of liabilities under disposal | |||
Short-term bank borrowings | 0 | ||
Accounts and notes payable | 0 | ||
Accrued expenses and other current liabilities | 3,194 | ||
Advance from customers | 0 | ||
Amounts due to related parties | 27,744 | ||
Current liabilities of discontinued operations | 30,938 | ||
Amount due to related parties | 0 | ||
Non-current liabilities of discontinued operations | 0 | ||
Total liabilities of discontinued operations | 30,938 | ||
Income statement disclosures | |||
Revenues | 122,343 | ||
Cost of revenues | (41,668) | ||
Gross profit | 80,675 | ||
General and administrative | (334,880) | ||
Impairment loss (Note 8) | (8,107,943) | ||
Loss from operations | (8,362,148) | ||
Interest expense, net | 91 | ||
Other income/(expenses), net | 1,735 | ||
Loss before provision for income taxes | (8,360,322) | ||
Loss from discontinued operations | $ (8,360,322) |
DISCONTINUED OPERATIONS - Balan
DISCONTINUED OPERATIONS - Balances due from(to) related parties (Details) | Dec. 31, 2021USD ($) |
Discontinued Operations, Disposed of by Sale [Member] | Zhiyou Wang | |
Current liabilities | |
Amount due to related parties | $ 27,744 |
ACCOUNTS RECEIVABLE, NET (Detai
ACCOUNTS RECEIVABLE, NET (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
ACCOUNTS RECEIVABLE, NET [Line Items] | |||
Accounts receivable | $ 1,147,131 | $ 1,527,641 | $ 1,648,000 |
Less: allowance for doubtful accounts | 1,147,131 | 0 | |
Accounts Receivable, Net, Current | 0 | $ 1,527,641 | $ 1,648,000 |
Beijing Qichi Trading Ltd | |||
ACCOUNTS RECEIVABLE, NET [Line Items] | |||
Provision for doubtful accounts | 54,923 | ||
BGA FOUNDATION LTD | |||
ACCOUNTS RECEIVABLE, NET [Line Items] | |||
Provision for doubtful accounts | $ 1,092,208 |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET | |||
Other receivables, net of allowance for doubtful accounts of $nil, $nil and $nil at December 31, 2019, 2020, 2021 | $ 0 | $ 91,266 | $ 2,566 |
Prepaid rental expenses | 0 | 11,189 | 5,141 |
Prepaid professional service expenses | 3,578 | 0 | 0 |
Prepaid for BTC mining cloud computing power | 1,291,784 | 0 | 0 |
Prepaid expenses and other current assets | 1,295,362 | 102,455 | 7,707 |
Allowance for Doubtful Other Receivables, Current | $ 0 | $ 0 | $ 0 |
INTANGIBLE ASSETS, NET (Details
INTANGIBLE ASSETS, NET (Details) | 12 Months Ended | ||||
Dec. 31, 2021USD ($) | Oct. 19, 2021USD ($) | Sep. 08, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Less: Accumulated impairment | $ 0 | $ (835,344) | $ 0 | ||
Intangible assets, Net | 8,197,290 | 383,289 | 1,208,340 | ||
Bitcion | |||||
Finite-Lived Intangible Assets, Gross | $ 5,189,195 | 0 | 0 | ||
Number of cryptocurrencies held | 106.9936 | ||||
Value of cryptocurrencies held | $ 5,051,163 | ||||
Market value of cryptocurrencies | 3,143,431 | $ 5,000,000 | |||
USD Coin | |||||
Finite-Lived Intangible Assets, Gross | $ 3,002,231 | 0 | 0 | ||
Number of cryptocurrencies held | 3,005,537.5 | ||||
Value of cryptocurrencies held | $ 3,005,417 | ||||
Market value of cryptocurrencies | 3,008,242 | $ 5,000,000 | |||
Others | |||||
Finite-Lived Intangible Assets, Gross | 5,864 | 1,218,633 | 1,208,340 | ||
Cryptocurrencies | |||||
Finite-Lived Intangible Assets, Gross | 8,197,290 | $ 1,218,633 | $ 1,208,340 | ||
Market value of cryptocurrencies | $ 2,174,463 |
INTANGIBLE ASSETS, NET - Moveme
INTANGIBLE ASSETS, NET - Movement of acquired intangible assets (Details) | 12 Months Ended | |||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | ||
INTANGIBLE ASSETS | ||||
Balance as of January 1, 2019, 2020 and 2021 | $ 383,289 | $ 1,208,340 | $ 0 | |
Addition: received Cryptocurrencies payments | [1] | 10,000,363 | 17,863 | 1,200,000 |
Purchase | 0 | 0 | 10,402 | |
Mining out | 664,307 | 0 | 0 | |
Deduction: Payment made by Cryptocurrencies | (2,141,375) | (6,923) | 0 | |
Deduction: disposal of Cryptocurrencies | (336,299) | (647) | (2,062) | |
Impairment | (372,995) | (835,344) | 0 | |
Balance as of December 31, 2019, 2020 and 2021 | 8,197,290 | 383,289 | 1,208,340 | |
Fair market value of cryptocurrencies used to pay the expenses | 2,174,319 | 7,571 | 0 | |
Cash proceeds from cryptocurrencies sold | 425,988 | 0 | 0 | |
Net gain from sale of intangible assets | $ 121,020 | $ 0 | $ 8,340 | |
Bitcion | ||||
INTANGIBLE ASSETS | ||||
Number of cryptocurrencies mined out | 11.75513 | |||
Number of cryptocurrencies sold | 6.86166 | |||
Cryptocurrencies | ||||
INTANGIBLE ASSETS | ||||
Addition: received Cryptocurrencies payments | $ 10,000,363 | |||
Mining out | 664,307 | |||
Deduction: Payment made by Cryptocurrencies | (2,141,375) | |||
Deduction: disposal of Cryptocurrencies | (336,299) | |||
Cash proceeds from cryptocurrencies sold | $ 440,404 | |||
[1] | During the year ended 2021, the Company received Cryptocurrencies as payments, the fair market at the date the Cryptocurrencies were received was $10,000,363. |
GOODWILL - Changes in Goodwill
GOODWILL - Changes in Goodwill (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Goodwill | |
Beginning Balance | $ 8,107,014 |
Impairment loss | (8,107,014) |
Ending Balance | $ 0 |
GOODWILL - (Details)
GOODWILL - (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill | $ 0 | $ 8,107,014 | $ 5,529,178 |
Impairment loss of goodwill | $ 8,107,014 | ||
Mercurity Limited and NBPay business | |||
Goodwill | $ 8,107,014 |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | |||
Accrued payroll and welfare | $ 56,989 | $ 142,826 | $ 59,897 |
Accounts payable | 16,000 | 0 | |
Payables for professional fees | 157,643 | 517,934 | 736,227 |
Other tax payable | 3,635 | 869 | 7,697 |
Other | 170 | 0 | 32,731 |
Total accrued expenses and other current liabilities | $ 218,437 | $ 677,629 | $ 836,552 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Non-current: | |||
Net operating loss carry forwards | $ 439,629 | $ 199,827 | |
Valuation allowance | (439,629) | (199,827) | |
Total deferred tax assets | 0 | ||
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] | |||
Income tax benefits | $ 0 | 0 | 0 |
HONG KONG | |||
Income Tax Disclosure [Line Items] | |||
Effective Income Tax Rate Reconciliation, Percent | 16.50% | ||
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] | |||
Income tax benefits | $ 0 | $ 0 | $ 0 |
SINGAPORE | |||
Income Tax Disclosure [Line Items] | |||
Effective Income Tax Rate Reconciliation, Percent | 17.00% | ||
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] | |||
Income tax benefits | $ 0 | ||
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) | Oct. 19, 2021USD ($)itemshares | Sep. 27, 2021shares | Sep. 08, 2021USD ($)itemshares | Mar. 01, 2021shares | Aug. 13, 2020shares | May 20, 2020USD ($)shares | May 03, 2020shares | Mar. 01, 2020shares | May 21, 2019shares | Sep. 27, 2015shares | Sep. 07, 2015USD ($)shares | Jun. 08, 2015USD ($)$ / sharesshares | Apr. 27, 2015$ / sharesshares | Apr. 08, 2015USD ($)$ / sharesshares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares |
Class of Stock [Line Items] | |||||||||||||||||
Shares issued | 571,428,570 | 571,428,570 | 90,000,000 | ||||||||||||||
Number Of Investors | item | 3 | 3 | |||||||||||||||
Total purchase price | $ | $ 0 | $ 3,237,605 | $ 6,853,826 | ||||||||||||||
Shares issued and transferred to depositary bank | 399,999,960 | 394,200,000 | |||||||||||||||
Ordinary shares issued upon the exercise of their share options | 775,117,466 | 55,983,312 | 37,462,294 | ||||||||||||||
Proceeds from private placement | $ | $ 300,000 | ||||||||||||||||
Employees and former employees | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Ordinary shares issued upon the exercise of their share options | 868,563,072 | ||||||||||||||||
Common shares remain for future issuance | 0 | 18,379,800 | 636,818 | ||||||||||||||
Unicorn | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Ordinary shares issued for consideration | 632,660,858 | ||||||||||||||||
NBPay Investment | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Ordinary shares issued for consideration | 761,789,601 | ||||||||||||||||
Mr. Xu | JMU | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Shares issued pursuant to supplemental agreement | $ | $ 15,000,000 | ||||||||||||||||
Stock Issued During Period, Shares, Other | 27,000,000 | ||||||||||||||||
Ordinary shares | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Shares issued | 1,352,857,140 | 90,000,000 | |||||||||||||||
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 | 0 | 761,789,601 | 632,660,858 | ||||||||||||||
Total purchase price | $ | $ 0 | $ 7,618 | $ 6,327 | ||||||||||||||
Ordinary shares issued upon the exercise of their share options | 3,602,880 | 18,270,720 | 56,028 | ||||||||||||||
Ordinary shares | Employees and former employees | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Shares issued and transferred to depositary bank | 36,000,000 | 38,363,112 | |||||||||||||||
Ordinary shares | JMU | |||||||||||||||||
Class of Stock [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 | 700,000 | 210,000,000 | |||||||||||||||
Ordinary shares | Unicorn | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Ordinary shares issued for consideration | 632,660,858 | ||||||||||||||||
Ordinary shares | NBPay Investment | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Ordinary shares issued for consideration | 761,789,601 | ||||||||||||||||
Ordinary shares | Mr. Xu | |||||||||||||||||
Class of Stock [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 | Mr. Xu | JMU | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Ordinary shares issued for consideration | 72,000,000 | ||||||||||||||||
Purchase price (in dollars per share) | $ / shares | $ 0.5556 | ||||||||||||||||
Total purchase price | $ | $ 40,000,000 | ||||||||||||||||
Ordinary shares | Over-allotment option | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Shares issued | 3,960,000 | ||||||||||||||||
Cryptocurrencies | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Market value of cryptocurrencies | $ | $ 2,174,463 | ||||||||||||||||
Bitcion | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Market value of cryptocurrencies | $ | $ 5,000,000 | 3,143,431 | |||||||||||||||
Proceeds from private placement | $ | $ 105.2385 | ||||||||||||||||
USD Coin | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Market value of cryptocurrencies | $ | $ 5,000,000 | $ 3,008,242 | |||||||||||||||
Proceeds from private placement | $ | $ 5,000,000 | ||||||||||||||||
ADS | Employees and former employees | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Shares issued and transferred to depositary bank | 1,111,111 | 1,095,000 | 1,000,000 | 2,131,284 | |||||||||||||
ADS | IPO | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Shares issued | 4,000,000 | ||||||||||||||||
Price per share | $ / shares | $ 10 | ||||||||||||||||
ADS | Over-allotment option | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Shares issued | 220,000 | ||||||||||||||||
Price per share | $ / shares | $ 10 | ||||||||||||||||
Series A-1 Preferred Shares | |||||||||||||||||
Class of Stock [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 | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Ordinary shares issued upon automatic conversion of preferred shares, upon the completion of the IPO | 122,029,877 | ||||||||||||||||
Series B Preferred Shares | |||||||||||||||||
Class of Stock [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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Assets and liabilities measured and recorded at fair value on a recurring and non-recurring basis [Line Items] | |||
Intangible Assets, Net (Excluding Goodwill) | $ 8,197,290 | $ 383,289 | $ 1,208,340 |
Weighted average cost of capital | 24.00% | ||
Goodwill, Impairment Loss | $ 8,107,014 | ||
Recurring basis | |||
Assets and liabilities measured and recorded at fair value on a recurring and non-recurring basis [Line Items] | |||
Financial assets and liabilities | $ 0 | $ 0 | $ 0 |
SHARE BASED COMPENSATION (Detai
SHARE BASED COMPENSATION (Details) - USD ($) | Aug. 25, 2021 | Apr. 30, 2021 | Jan. 25, 2021 | Jan. 03, 2021 | Nov. 24, 2020 | Jul. 09, 2020 | Aug. 31, 2018 | Jun. 20, 2017 | Jul. 01, 2016 | Sep. 01, 2015 | Jul. 27, 2015 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2015 | Aug. 31, 2020 |
Weighted average grant date fair value | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Vesting Period Description | another one year to September 1, 2019 | another 1 year to September 1, 2018 | ||||||||||||||
Share-based Compensation | $ 32,491 | |||||||||||||||
2011 Plan | ||||||||||||||||
Number of RSUs | ||||||||||||||||
Expect to vest as of December 31, 2021 | 0 | |||||||||||||||
Weighted average grant date fair value | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 6,982,920 | 6,982,920 | ||||||||||||||
Share-based compensation charged to operating expenses of continuing operations | $ 286,132 | $ 0 | ||||||||||||||
Share-based compensation charged to operating expenses of discontinued operations | 53,967 | |||||||||||||||
Share-based Compensation | $ 53,967 | $ 327,376 | ||||||||||||||
Vests with exercise price | $ 0 | |||||||||||||||
2011 Plan | Options [Member] | ||||||||||||||||
Weighted average grant date fair value | ||||||||||||||||
Unvested options | 32,028,700 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 15,760,449 | |||||||||||||||
2011 Plan | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||
Number of RSUs | ||||||||||||||||
Outstanding at beginning of year | 50,001 | |||||||||||||||
Granted | 10,430,000 | 347,000 | ||||||||||||||
Vested and transfer to grantee (shares) | (691,000) | 0 | ||||||||||||||
Forfeited and expected Forfeit | (43,500) | |||||||||||||||
Outstanding at ending of year | 112,501 | 50,001 | ||||||||||||||
Weighted average grant date fair value | ||||||||||||||||
Outstanding at beginning of year | $ 2.54 | |||||||||||||||
Granted | $ 0 | 3.38 | ||||||||||||||
Vested and transfer to grantee (per shares) | 2.89 | |||||||||||||||
Forfeited and expected Forfeit | 2.540 | |||||||||||||||
Outstanding at end of year | $ 2.43 | $ 2.54 | ||||||||||||||
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. | |||||||||||||||
Vested and transfer to grantee (shares) | 691,000 | 0 | ||||||||||||||
Forfeited and expected Forfeit | (43,500) | |||||||||||||||
Vested and transfer to grantee (per shares) | $ 2.89 | |||||||||||||||
Forfeited and expected Forfeit | $ 2.540 | |||||||||||||||
2011 Plan | Board of Directors | Options [Member] | ||||||||||||||||
Weighted average grant date fair value | ||||||||||||||||
Unvested options | 3,312,618 | |||||||||||||||
2011 Plan | Board of Directors | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||
SHARE-BASED COMPENSATION [Line Item] | ||||||||||||||||
Recognition period | 4 years | |||||||||||||||
Number of RSUs | ||||||||||||||||
Granted | 550,001 | 28,841,700 | ||||||||||||||
Vested and transfer to grantee (shares) | (28,639,900) | |||||||||||||||
Weighted average grant date fair value | ||||||||||||||||
Granted | $ 0 | |||||||||||||||
Vests with exercise price | $ 0 | |||||||||||||||
Vesting period (in years) | 4 years | |||||||||||||||
Cliff period | 1 year | |||||||||||||||
Vested and transfer to grantee (shares) | 28,639,900 | |||||||||||||||
2011 Plan | Management | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||
Number of RSUs | ||||||||||||||||
Granted | 224,000 | 123,000 | ||||||||||||||
Weighted average grant date fair value | ||||||||||||||||
Vests with exercise price | $ 0 | $ 0 | ||||||||||||||
2011 Plan | Vest immediately | ||||||||||||||||
SHARE-BASED COMPENSATION [Line Item] | ||||||||||||||||
Vesting percentage | 40.00% | |||||||||||||||
2011 Plan | Six months time-based vesting schedule | ||||||||||||||||
SHARE-BASED COMPENSATION [Line Item] | ||||||||||||||||
Vesting percentage | 30.00% | |||||||||||||||
2011 Plan | Six months time-based vesting schedule | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||
SHARE-BASED COMPENSATION [Line Item] | ||||||||||||||||
Vesting percentage | 50.00% | |||||||||||||||
2011 Plan | Twelve months time-based vesting schedule | ||||||||||||||||
SHARE-BASED COMPENSATION [Line Item] | ||||||||||||||||
Vesting percentage | 30.00% | |||||||||||||||
2020 Plan | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||
Number of RSUs | ||||||||||||||||
Outstanding at beginning of year | 205,600 | |||||||||||||||
Granted | 260,000 | |||||||||||||||
Vested and transfer to grantee (shares) | (362,800) | |||||||||||||||
Forfeited and expected Forfeit | (102,800) | |||||||||||||||
Outstanding at ending of year | 205,600 | |||||||||||||||
Weighted average grant date fair value | ||||||||||||||||
Outstanding at beginning of year | $ 2.84 | |||||||||||||||
Granted | 3.57 | |||||||||||||||
Vested and transfer to grantee (per shares) | 3.36 | |||||||||||||||
Forfeited and expected Forfeit | $ 2.84 | |||||||||||||||
Outstanding at end of year | $ 2.84 | |||||||||||||||
Vested and transfer to grantee (shares) | 362,800 | |||||||||||||||
Forfeited and expected Forfeit | (102,800) | |||||||||||||||
Vested and transfer to grantee (per shares) | $ 3.36 | |||||||||||||||
Forfeited and expected Forfeit | $ 2.84 | |||||||||||||||
2020 Plan | Board of Directors | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||
Number of RSUs | ||||||||||||||||
Granted | 205,600 | |||||||||||||||
Weighted average grant date fair value | ||||||||||||||||
Vesting period (in years) | 4 years | |||||||||||||||
Cliff period | 1 year | |||||||||||||||
2020 Plan | Management | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||
Number of RSUs | ||||||||||||||||
Granted | 20,000 | 100,000 | 140,000 | |||||||||||||
Weighted average grant date fair value | ||||||||||||||||
Vests with exercise price | $ 0 | $ 0 | $ 0 | |||||||||||||
Plan 2021 | ||||||||||||||||
Number of RSUs | ||||||||||||||||
Granted | 1,099,443 | |||||||||||||||
Plan 2021 | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||
Number of RSUs | ||||||||||||||||
Granted | 1,099,443 | |||||||||||||||
Vested and transfer to grantee (shares) | (1,099,443) | |||||||||||||||
Weighted average grant date fair value | ||||||||||||||||
Granted | $ 0 | $ 2.95 | ||||||||||||||
Vested and transfer to grantee (per shares) | $ 2.95 | |||||||||||||||
Vested and transfer to grantee (shares) | 1,099,443 | |||||||||||||||
Vested and transfer to grantee (per shares) | $ 2.95 |
SHARE BASED COMPENSATION - Addi
SHARE BASED COMPENSATION - Additional information (Details) - USD ($) | Aug. 25, 2021 | Feb. 28, 2021 | Aug. 31, 2020 | Jul. 09, 2020 | Jun. 20, 2017 | Jul. 01, 2016 | Sep. 01, 2015 | Jul. 27, 2015 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2015 | |
Number of share options | |||||||||||||
Exercised | (775,117,466) | (55,983,312) | (37,462,294) | ||||||||||
Weighted average remaining contractual life | |||||||||||||
Vested and expect to vest at end of year | 0 years | ||||||||||||
Aggregate intrinsic value | |||||||||||||
Exercisable | $ 28,038 | ||||||||||||
Fair value assumptions | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 9,399 | $ 280 | |||||||||||
Shares exercised | 775,117,466 | 55,983,312 | 37,462,294 | ||||||||||
Closing Price Per Share of American Depositary Shares | $ 3.05 | $ 1.64 | |||||||||||
Closing Price Per Share of Ordinary Shares | $ 0.008 | $ 0.005 | |||||||||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | $ 8,349,862 | $ 285,950 | $ (53,967) | ||||||||||
Common Stock, Value, Issued | $ 49,401 | $ 29,805 | $ 21,096 | ||||||||||
Terminated Employee [Member] | |||||||||||||
Number of share options | |||||||||||||
Granted | 248,463 | ||||||||||||
Not Terminated Employee [Member] | |||||||||||||
Number of share options | |||||||||||||
Granted | 194,496 | ||||||||||||
2011 Plan | |||||||||||||
Number of share options | |||||||||||||
Outstanding at beginning of year | 6,982,920 | ||||||||||||
Granted | 0 | ||||||||||||
Exercised | (8,506,809) | (3,602,880) | |||||||||||
Forfeited and expected Forfeit | (3,380,040) | ||||||||||||
Outstanding at end of year | 6,982,920 | 6,982,920 | |||||||||||
Vested and expect to vest at end of year | 0 | ||||||||||||
Exercisable at end of year | 0 | ||||||||||||
Weighted average exercise price | |||||||||||||
Outstanding at beginning of year | $ 0.004 | ||||||||||||
Granted | 0 | ||||||||||||
Exercised | 0.012 | ||||||||||||
Forfeited and expected Forfeit | 0 | ||||||||||||
Outstanding at end of year | $ 0.004 | ||||||||||||
Vested and expect to vest at end of year | 0 | ||||||||||||
Exercisable at end of year | 0 | ||||||||||||
Weighted average grant date fair value | |||||||||||||
Outstanding at beginning of year | 0.10 | ||||||||||||
Granted | 0 | ||||||||||||
Forfeited and expected Forfeit | 0 | ||||||||||||
Exercised | 0.005 | ||||||||||||
Outstanding at end of year | $ 0.10 | ||||||||||||
Vested and expect to vest at end of year | 0 | ||||||||||||
Exercisable at end of year | $ 0 | ||||||||||||
Weighted average remaining contractual life | |||||||||||||
Outstanding at end of year | 2 months 1 day | ||||||||||||
Exercisable at end of year | 0 years | ||||||||||||
Aggregate intrinsic value | |||||||||||||
Outstanding | $ 46,017 | ||||||||||||
Other disclosures | |||||||||||||
Share-based compensation due to modification | $ 7,503,976 | ||||||||||||
Fair value assumptions | |||||||||||||
Shares exercised | 8,506,809 | 3,602,880 | |||||||||||
Number of Accelerated Awards | 6,982,920 | 6,982,920 | |||||||||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | $ 285,950 | ||||||||||||
Common Stock, Value, Issued | $ 182 | ||||||||||||
2011 Plan | Options [Member] | |||||||||||||
Number of share options | |||||||||||||
Granted | 32,028,700 | ||||||||||||
Exercised | (3,602,880) | (270,720) | |||||||||||
Outstanding at end of year | 15,760,449 | ||||||||||||
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 | $ 0.12 | $ 0.20 | $ 0.38 | ||||||||||
Shares exercised | 3,602,880 | 270,720 | |||||||||||
Number of Accelerated Awards | 15,760,449 | ||||||||||||
Shares forfeited | 3,380,040 | ||||||||||||
2011 Plan | 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 | 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 | Restricted Stock Units (RSUs) [Member] | |||||||||||||
Fair value assumptions | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 10,430,000 | 347,000 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0 | $ 3.38 | |||||||||||
2011 Plan | Board of Directors | Options [Member] | |||||||||||||
Other disclosures | |||||||||||||
Unvested options | 3,312,618 | ||||||||||||
2011 Plan | Board of Directors | Restricted Stock Units (RSUs) [Member] | |||||||||||||
Weighted average exercise price | |||||||||||||
Vested and expect to vest at end of year | $ 0 | ||||||||||||
Fair value assumptions | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 550,001 | 28,841,700 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0 | ||||||||||||
Plan 2021 | |||||||||||||
Fair value assumptions | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 1,099,443 | ||||||||||||
Plan 2021 | Vest immediately | |||||||||||||
Fair value assumptions | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 527,777 | ||||||||||||
Plan 2021 | Twelve months time-based vesting schedule | |||||||||||||
Fair value assumptions | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 571,666 | ||||||||||||
Plan 2021 | Restricted Stock Units (RSUs) [Member] | |||||||||||||
Fair value assumptions | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 1,099,443 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0 | $ 2.95 | |||||||||||
Plan 2021 | Restricted Stock Units (RSUs) [Member] | Vest immediately | |||||||||||||
Fair value assumptions | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 527,777 | ||||||||||||
Plan 2021 | Restricted Stock Units (RSUs) [Member] | Six months time-based vesting schedule | |||||||||||||
Fair value assumptions | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 571,666 | ||||||||||||
[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 Company's Board of Directors. |
RELATED PARTY BALANCES AND TR_3
RELATED PARTY BALANCES AND TRANSACTIONS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
RELATED PARTY BALANCES AND TRANSACTIONS | |||
Net Amount due from the related party | $ 1,503 | $ 665,916 | $ 42,857 |
Kaiming Hu | |||
RELATED PARTY BALANCES AND TRANSACTIONS | |||
Net Amount due from the related party | 0 | ||
Kaiming Hu | Capital contributions | |||
RELATED PARTY BALANCES AND TRANSACTIONS | |||
Net Amount due from the related party | 556,083 | ||
Guoda Technology (Shenzhen) Co., Ltd. | |||
RELATED PARTY BALANCES AND TRANSACTIONS | |||
Net Amount due from the related party | 1,503 | ||
Guoda Technology (Shenzhen) Co., Ltd. | Office lease fee settlement | |||
RELATED PARTY BALANCES AND TRANSACTIONS | |||
Receivables related to capital contribution | 1,503 | ||
Zhiyou Wang | |||
RELATED PARTY BALANCES AND TRANSACTIONS | |||
Net Amount due to the related party | 849,607 | ||
Zhiyou Wang | Borrowings from shareholders because temporary shortage of funds | |||
RELATED PARTY BALANCES AND TRANSACTIONS | |||
Net Amount due to the related party | 849,607 | ||
Radiance Holding (HK) Limited | |||
RELATED PARTY BALANCES AND TRANSACTIONS | |||
Net Amount due to the related party | 273,000 | ||
Radiance Holding (HK) Limited | Borrowings from shareholders to pay agency fees with shares | |||
RELATED PARTY BALANCES AND TRANSACTIONS | |||
Net Amount due to the related party | $ 273,000 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
COMMITMENTS AND CONTINGENCIES | |||
Rental expense under operating leases | $ 101,508 | $ 18,589 | $ 0 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity | |||
2022 | 24,978 | ||
Total | $ 24,978 |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator | |||
Net loss attributable to holders of ordinary shares of Mercurity Fintech Holding Inc. | $ (20,746,131) | $ (1,651,273) | $ (1,225,300) |
Continuing operations | (12,385,809) | (693,318) | 767,302 |
Discontinued operations | $ (8,360,322) | $ (957,955) | $ (1,992,602) |
Denominator | |||
Weighted average ordinary shares outstanding used in computing basic net loss per ordinary shares | 3,888,373,404 | 2,675,881,652 | 1,723,033,130 |
Weighted average ordinary shares outstanding used in computing diluted net loss per ordinary shares | 3,888,373,404 | 2,675,881,652 | 1,723,033,130 |
Net loss per ordinary shares | |||
Basic | $ 0 | $ 0 | $ 0 |
Diluted | 0 | 0 | 0 |
Net Loss per ordinary share from continuing operation | |||
Basic | 0 | 0 | 0 |
Diluted | 0 | 0 | 0 |
Net Loss per ordinary share from discontinued operation | |||
Basic | 0 | 0 | 0 |
Diluted | $ 0 | $ 0 | $ 0 |
MAINLAND CHINA CONTRIBUTION P_2
MAINLAND CHINA CONTRIBUTION PLAN (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating expense [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Total provisions for employee benefits | $ 93,096 | $ 290,135 | $ 95,831 |
STATUTORY RESERVES AND RESTRI_2
STATUTORY RESERVES AND RESTRICTED NET ASSETS (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
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 | $ 0 | $ 0 |
Restricted net assets | $ 268,195 | 1,439,369 | 724,123 |
VIEs | |||
Statutory Reserves [Line Items] | |||
Required minimum percentage of annual appropriations to general reserve fund | 10.00% | ||
Restricted net assets | $ 268,195 | $ 1,439,369 | $ 724,123 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event - Mr. Wei Zhu | Mar. 28, 2022USD ($) |
Book value of bitcoins stored in out of control wallet | $ 8,197,290 |
Book value of bitcoins transferred to other unknown wallets | $ 6,528,217 |