Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 16, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | Greenpro Capital Corp. | |
Entity Central Index Key | 0001597846 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Reporting Status Current | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 59,203,333 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents (including $166,795 and $163,813 of restricted cash as of September 30, 2020 and December 31, 2019, respectively) | $ 559,743 | $ 1,256,739 |
Accounts receivable, net of allowance of $10,217 and $46,624 as of September 30, 2020 and December 31, 2019, respectively (including due from related parties of $7,223 and $0 as of September 30, 2020 and December 31, 2019, respectively) | 59,854 | 221,529 |
Prepaids and other current assets | 294,818 | 184,533 |
Due from related parties | 62,391 | 61,623 |
Deferred costs of revenue | 53,107 | 73,821 |
Total current assets | 1,029,913 | 1,798,245 |
Property and equipment, net | 2,803,051 | 2,831,109 |
Real Estate investments: | ||
Real estate held for sale | 2,219,303 | 2,396,238 |
Real estate held for investment, net | 759,415 | 796,059 |
Intangible assets, net | 19,676 | 91,012 |
Goodwill | 319,726 | 319,726 |
Other investments (including investments in related parties of $4,054,263 and $53,363 as of September 30, 2020 and December 31, 2019, respectively) | 4,147,435 | 145,140 |
Operating lease right-of-use assets, net | 148,296 | 506,924 |
TOTAL ASSETS | 11,446,815 | 8,884,453 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 690,904 | 757,813 |
Current portion of loans secured by real estate | 494,548 | 531,488 |
Due to related parties | 1,255,291 | 1,009,760 |
Operating lease liabilities, current portion | 151,521 | 318,914 |
Income tax payable | 6,953 | 27,598 |
Deferred revenue (including $215,000 and $140,000 from related parties as of September 30, 2020 and December 31, 2019 respectively) | 1,238,240 | 1,202,153 |
Derivative liabilities | 56,694 | 28,545 |
Total current liabilities | 3,894,151 | 3,876,271 |
Long term portion of loans secured by real estate | 1,361,224 | 1,461,563 |
Operating lease liabilities, net of current portion | 192,778 | |
Total liabilities | 5,255,375 | 5,530,612 |
Commitments and contingencies | ||
Stockholders' Equity: | ||
Preferred stock, $0.0001 par value; 100,000,000 shares authorized; no shares issued and outstanding | ||
Common stock, $0.0001 par value; 500,000,000 shares authorized; 59,203,333 and 54,723,889 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively | 5,920 | 5,473 |
Additional paid in capital | 20,452,034 | 16,417,481 |
Accumulated other comprehensive loss | (64,537) | (95,169) |
Accumulated deficit | (14,424,532) | (13,160,629) |
Total Greenpro Capital Corp. common stockholders' equity | 5,968,885 | 3,167,156 |
Noncontrolling interests in consolidated subsidiaries | 222,555 | 186,685 |
Total stockholders' equity | 6,191,440 | 3,353,841 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 11,446,815 | $ 8,884,453 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Restricted cash | $ 166,795 | $ 163,813 |
Allowance for doubtful accounts receivable | 10,217 | 46,624 |
Due to related parties, accounts receivable | 7,223 | 0 |
Investments in related party | 4,054,263 | 53,363 |
Due from related parties, deferred revenue | $ 215,000 | $ 140,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 59,203,333 | 54,723,889 |
Common stock, shares outstanding | 59,203,333 | 54,723,889 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
REVENUES: | ||||
Total revenue | $ 678,917 | $ 1,152,326 | $ 1,896,598 | $ 3,316,088 |
COST OF REVENUES: | ||||
Total cost of revenues | (276,802) | (364,050) | (503,487) | (1,165,992) |
GROSS PROFIT | 402,315 | 788,276 | 1,393,111 | 2,150,096 |
OPERATING EXPENSES: | ||||
General and administrative (including $5,274 and $48,564 of general and administrative expense to related parties for the three months ended September 30, 2020 and 2019, respectively, and $8,320 and $155,138 of general and administrative expense to related parties for the nine months ended September 30, 2020 and 2019, respectively) | (870,537) | (1,001,335) | (2,633,729) | (3,187,677) |
Total operating expenses | (870,537) | (1,001,335) | (2,633,729) | (3,187,677) |
LOSS FROM OPERATIONS | (468,422) | (213,059) | (1,240,618) | (1,037,581) |
OTHER INCOME (EXPENSE) | ||||
Change in fair value of derivative liabilities | 11,804 | 8,221 | (28,149) | 192,785 |
Other income (including $0 of other income from a related party for the three months ended September 30, 2020 and 2019, and $0 and $1,610 of other income from a related party for the nine months ended September 30, 2020 and 2019, respectively) | 62,835 | 18,027 | 131,486 | 91,002 |
Interest income (including $0 of interest income from a related party for the three months ended September 30, 2020 and 2019, and $0 and $8,188 of interest income from a related party for the nine months ended September 30, 2020 and 2019, respectively) | 152 | 471 | ||
Interest expense | (36,118) | (23,759) | (98,669) | (76,162) |
Total other income | 38,673 | 2,489 | 5,139 | 207,625 |
LOSS BEFORE INCOME TAX | (429,749) | (210,570) | (1,235,479) | (829,956) |
Income tax expense | (577) | (8,308) | ||
NET LOSS | (429,749) | (211,147) | (1,235,479) | (838,264) |
Net (income) loss attributable to noncontrolling interest | (24,162) | 23,295 | (28,424) | 63,122 |
NET LOSS ATTRIBUTED TO COMMON SHAREHOLDERS OF GREENPRO CAPITAL CORP. | (453,911) | (187,852) | (1,263,903) | (775,142) |
Other comprehensive income: | ||||
- Foreign currency translation income | 66,616 | 30,632 | 3,254 | |
COMPREHENSIVE LOSS | $ (387,295) | $ (187,852) | $ (1,233,271) | $ (771,888) |
NET LOSS PER SHARE, BASIC AND DILUTED | $ (0.01) | $ 0 | $ (0.02) | $ (0.01) |
WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING, BASIC AND DILUTED | 59,174,800 | 54,723,889 | 56,036,990 | 54,721,674 |
Service Revenue [Member] | ||||
REVENUES: | ||||
Total revenue | $ 389,610 | $ 1,132,784 | $ 1,551,783 | $ 3,244,626 |
COST OF REVENUES: | ||||
Total cost of revenues | (52,243) | (352,813) | (252,687) | (1,131,003) |
Real Estate [Member] | ||||
REVENUES: | ||||
Total revenue | 253,677 | 253,677 | ||
COST OF REVENUES: | ||||
Total cost of revenues | (210,573) | (210,573) | ||
Rental Revenue [Member] | ||||
REVENUES: | ||||
Total revenue | 35,630 | 19,542 | 91,138 | 71,462 |
COST OF REVENUES: | ||||
Total cost of revenues | $ (13,986) | $ (11,237) | $ (40,227) | $ (34,989) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
General and administrative expense, related parties | $ 5,274 | $ 48,564 | $ 8,320 | $ 155,138 |
Other income related party | 0 | 0 | 0 | 1,610 |
Interest income related party | 0 | 0 | 0 | 8,188 |
Service Revenue [Member] | ||||
Revenue from related parties | 73,446 | 430,069 | 181,417 | 1,743,533 |
Cost of service, related parties | $ 324 | $ 0 | $ 2,514 | $ 184,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Non-Controlling Interest [Member] | Total |
Balance beginning at Dec. 31, 2018 | $ 5,472 | $ 16,376,192 | $ (66,277) | $ (11,816,080) | $ 230,123 | $ 4,729,430 |
Balance beginning, shares at Dec. 31, 2018 | 54,715,287 | |||||
Fair value of shares issued for acquisition | $ 1 | 41,289 | 41,290 | |||
Fair value of shares issued for acquisition, shares | 8,602 | |||||
Disposal of non-controlling interests | (38,509) | (38,509) | ||||
Foreign currency translation | (56,508) | (56,508) | ||||
Net (loss) income | (775,142) | (63,122) | (838,264) | |||
Balance ending at Sep. 30, 2019 | $ 5,473 | 16,417,481 | (122,785) | (12,591,222) | 128,492 | 3,837,439 |
Balance ending, shares at Sep. 30, 2019 | 54,723,889 | |||||
Balance beginning at Jun. 30, 2019 | $ 5,473 | 16,417,481 | (63,023) | (12,403,370) | 151,787 | 4,108,348 |
Balance beginning, shares at Jun. 30, 2019 | 54,723,889 | |||||
Foreign currency translation | (59,762) | (59,762) | ||||
Net (loss) income | (187,852) | (23,295) | (211,147) | |||
Balance ending at Sep. 30, 2019 | $ 5,473 | 16,417,481 | (122,785) | (12,591,222) | 128,492 | 3,837,439 |
Balance ending, shares at Sep. 30, 2019 | 54,723,889 | |||||
Balance beginning at Dec. 31, 2019 | $ 5,473 | 16,417,481 | (95,169) | (13,160,629) | 186,685 | 3,353,841 |
Balance beginning, shares at Dec. 31, 2019 | 54,723,889 | |||||
Fair value of shares issued for marketing expense | $ 3 | 34,997 | 35,000 | |||
Fair value of shares issued for marketing expense, shares | 35,000 | |||||
Fair value of shares issued for other investment | $ 444 | 3,999,556 | 4,000,000 | |||
Fair value of shares issued for other investment, shares | 4,444,444 | |||||
Derecognition of non-controlling interest due to deconsolidation | 7,446 | 7,446 | ||||
Foreign currency translation | 30,632 | 30,632 | ||||
Net (loss) income | (1,263,903) | 28,424 | (1,235,479) | |||
Balance ending at Sep. 30, 2020 | $ 5,920 | 20,452,034 | (64,537) | (14,424,532) | 222,555 | 6,191,440 |
Balance ending, shares at Sep. 30, 2020 | 59,203,333 | |||||
Balance beginning at Jun. 30, 2020 | $ 5,917 | 20,526,390 | (131,153) | (13,970,621) | 89,040 | 6,519,573 |
Balance beginning, shares at Jun. 30, 2020 | 59,168,333 | |||||
Fair value of shares issued for marketing expense | $ 3 | 34,997 | 35,000 | |||
Fair value of shares issued for marketing expense, shares | 35,000 | |||||
Changes in ownership interests in subsidiaries | (109,353) | 109,353 | ||||
Foreign currency translation | 66,616 | 66,616 | ||||
Net (loss) income | (453,911) | 24,162 | (429,749) | |||
Balance ending at Sep. 30, 2020 | $ 5,920 | $ 20,452,034 | $ (64,537) | $ (14,424,532) | $ 222,555 | $ 6,191,440 |
Balance ending, shares at Sep. 30, 2020 | 59,203,333 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (1,235,479) | $ (838,264) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 193,510 | 184,227 |
Amortization of right-of-use assets | 199,878 | 96,362 |
Provision for bad debts | 40,710 | (27,324) |
Fair value of shares issued for marketing expense | 35,000 | |
Gain on disposal of other investment | (875) | |
Loss on disposal of property and equipment | 115 | |
Loss on disposal of a subsidiary | 125 | |
Loss (gain) on deconsolidation of controlled subsidiaries | 727 | (35,986) |
Gain on sale of real estate held for sale | (43,104) | |
Change in fair value of derivative liabilities | 28,149 | (192,785) |
Increase in cash surrender value on life insurance | (1,395) | (20,553) |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 161,675 | 60,767 |
Prepaids and other current assets | 8,013 | 89,184 |
Deferred costs of revenue | 20,714 | 337,540 |
Accounts payable and accrued liabilities | (66,909) | (184,362) |
Operating lease liabilities | (201,421) | (96,362) |
Income tax payable | (20,645) | |
Deferred revenue | 36,087 | (613,660) |
Net cash used in operating activities | (845,125) | (1,241,216) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (2,106) | (1,035) |
Purchase of real estate held for investment | (1,890) | |
Proceeds from sale of property and equipment | 97 | |
Proceeds from real estate held for sale | 113,845 | |
Proceeds from sales of other investments | 2,629 | |
Purchase of other investment | (900) | |
Net decrease in cash due to deconsolidation of subsidiaries | (25,015) | |
Acquisition of business, net of cash acquired | (60,187) | |
Net cash provided by (used in) investing activities | 88,550 | (63,112) |
Cash flows from financing activities: | ||
Principal payments of loans secured by real estate | (156,591) | (106,857) |
Advances from related parties | 240,509 | 108,601 |
Net cash provided by financing activities | 83,918 | 1,744 |
Effect of exchange rate changes in cash and cash equivalents | (24,339) | (11,572) |
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | (696,996) | (1,314,156) |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF PERIOD | 1,256,739 | 2,172,048 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD | 559,743 | 857,892 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for income tax | 24,642 | 8,868 |
Cash paid for interest | 92,265 | 76,162 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Noncash assets derecognized on deconsolidation of controlled subsidiaries | 142,130 | |
Noncash liabilities derecognized on deconsolidation of controlled subsidiaries | 173,680 | |
Right-of-use assets and operating lease liabilities removed for terminated operating leases | 159,160 | |
Initial recognition of operating lease right-of-use assets and operating lease obligations upon adoption of ASC Topic 842 | 582,647 | |
Fair value of shares issued for acquisition of business | 41,290 | |
Fair value of shares issued for other investment | $ 4,000,000 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Summary of Significant Accounting Policies | NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Greenpro Capital Corp. (the “Company” or “GRNQ”) was incorporated on July 19, 2013 in the state of Nevada. The Company currently provides a wide range of business consulting and corporate advisory services, including cross-border listing advisory services, tax planning, advisory and transaction services, record management services, and accounting outsourcing services. Our focus is on companies located in Asia and Southeast Asia, including Hong Kong, Malaysia, China, Thailand, and Singapore. As part of our business consulting and corporate advisory business segment, Greenpro Venture Capital Limited provides a business incubator for start-up companies and focuses on investments in select start-up and high growth potential companies. In addition to our business consulting and corporate advisory business segment, we operate another business segment that focuses on the acquisition and rental of real estate properties held for investment and the acquisition and sale of real estate properties held for sale. Basis of presentation and principles of consolidation The accompanying unaudited condensed consolidated financial statements as of and for the nine months ended September 30, 2020 and 2019, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) that permit reduced disclosure for interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the period ended September 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. The Condensed Consolidated Balance Sheet information as of December 31, 2019 was derived from the Company’s audited Consolidated Financial Statements as of and for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2020. These financial statements should be read in conjunction with that report. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries and majority-owned subsidiaries which the Company controls and entities for which the Company is the primary beneficiary. For those consolidated subsidiaries where the Company’s ownership is less than 100%, the outside shareholders’ interests are shown as noncontrolling interests in equity. Acquired businesses are included in the consolidated financial statements from the date on which control is transferred to the Company. Subsidiaries are deconsolidated from the date that control ceases. All inter-company accounts and transactions have been eliminated in consolidation. Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. During the nine months ended September 30, 2020, the Company incurred a net loss of $1,235,479 and used cash in operations of $845,125 and at September 30, 2020, the Company had a working capital deficiency of $2,864,238. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2019 financial statements, has expressed substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support from its shareholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due. Despite the amount of funds that we have raised in the past, no assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing. COVID-19 outbreak In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. The COVID-19 pandemic has negatively impacted the global economy, and created significant volatility and disruption of financial markets Use of estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant accounting estimates include certain assumptions related to, among others, the allowance for doubtful accounts receivable, impairment analysis of real estate assets and other long-term assets including goodwill, valuation allowance on deferred income taxes, the assumptions used in the valuation of the derivative liability, and the accrual of potential liabilities. Actual results may differ from these estimates. Cash, cash equivalents, and restricted cash Cash consists of funds on hand and held in bank accounts. Cash equivalents includes demand deposits placed with banks or other financial institutions and all highly liquid investments with original maturities of three months or less, including money market funds. Restricted cash represents cash restricted for the loan collateral requirements as defined in a loan agreement and also the minimum paid-up share capital requirement for insurance brokers specified under the Insurance Ordinance of Hong Kong. At September 30, 2020 and December 31, 2019, cash included funds held by employees of $20,967 and $33,096, respectively, and was held to facilitate payment of expenses in local currencies and to facilitate third-party online payment platforms in which the Company had not set up corporate accounts (WeChat Pay and Alipay). As of As of (Unaudited) Cash, cash equivalents, and restricted cash Denominated in United States Dollars $ 65,994 $ 337,960 Denominated in Hong Kong Dollars 216,311 393,062 Denominated in Chinese Renminbi 217,162 494,870 Denominated in Malaysian Ringgit 60,276 30,847 Cash, cash equivalents, and restricted cash $ 559,743 $ 1,256,739 Revenue recognition The Company follows the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts Investments Investments in equity securities The Company accounts for its investments that represent less than 20% ownership, and for which the Company does not have the ability to exercise significant influence, at their fair value at the end of each reporting period, unless there is no readily determinable fair value. Equity investments without readily determinable fair values are accounted for at cost and assessed for impairment at each reporting period. At September 30, 2020 and December 31, 2019, the Company had four and two investments in equity securities of related parties valued at $4,054,263 and $53,363, respectively. Investments under the equity method The Company applies the equity method to investments in common stock when we possess the ability to exercise significant influence, but not control, over the operating and financial policies of the investee. The ability to exercise significant influence is generally presumed when the investor possesses 20% or more of the voting interests of the investee. In applying the equity method, we record the investment at cost and subsequently increase or decrease the carrying amount of the investment by our proportionate share of the net earnings or losses and other comprehensive income of the investee. We generally stop applying the equity method when our share of the investee’s net losses has reduced our investment to zero unless we have additional investments in the investee at risk or have committed financial support to the investee. At September 30, 2020 and December 31, 2019, the Company had one investment accounted for under the equity method that was valued at zero. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. At each reporting date, the Company reviews its convertible securities to determine whether their classification is appropriate. Income (loss) per share Basic income (loss) per share is computed by dividing the net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per share is calculated by dividing the net loss by the weighted average number of common shares outstanding during the period plus any potentially dilutive shares related to the issuance of shares from stock warrants. For the three and nine months ended September 30, 2020 and 2019, the only outstanding common stock equivalents were warrants for 53,556 potentially dilutive shares outstanding. These warrants have been excluded from the calculation of weighted average shares as the effect would have been anti-dilutive and therefore, basic and diluted net loss per share were the same. Foreign currency translation The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying condensed consolidated financial statements have been expressed in US$. In addition, the Company’s operating subsidiaries maintain their books and records in their respective functional currency, which consists of the Malaysian Ringgit (“MYR”), Chinese Renminbi (“RMB”), Hong Kong Dollars (“HK$”) and Australian Dollars (“AU$”). In general, for consolidation purposes, assets and liabilities of the Company’s subsidiaries whose functional currency is not the US$, are translated into US$ using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of a foreign subsidiary are recorded as a separate component of accumulated other comprehensive loss within stockholders’ equity. Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods: As of and for the nine months ended 2020 2019 Period-end MYR : US$1 exchange rate 4.16 4.19 Period-average MYR : US$1 exchange rate 4.24 4.14 Period-end RMB : US$1 exchange rate 6.79 7.13 Period-average RMB : US$1 exchange rate 7.00 6.87 Period-end HK$ : US$1 exchange rate 7.75 7.84 Period-average HK$ : US$1 exchange rate 7.76 7.81 Period-end AU$ : US$1 exchange rate 1.40 1.48 Period-average AU$ : US$1 exchange rate 1.48 1.42 Fair value of financial instruments The Company follows the guidance of ASC 820-10, “ Fair Value Measurements and Disclosures ● Level 1 ● Level 2 ● Level 3 The Company believes the carrying amount reported in the balance sheet for cash and cash equivalents, accounts receivable, prepaids and other current assets, accounts payable and accrued liabilities, income tax payable, deferred costs of revenue, deferred revenue, and due to related parties, approximate their fair values because of the short-term nature of these financial instruments. As of September 30, 2020, the Company’s balance sheet includes Level 2 liabilities comprised of the fair value of embedded derivative liabilities of $56,694 (see Note 5). The fair value of the derivative liabilities is based on significant inputs not observable in the market, which represents a Level 2 measurement within the fair value hierarchy. The following table sets forth a summary of the changes in the estimated fair value of our embedded derivative during the nine-month period ended September 30, 2020: Embedded derivative Balance as of December 31, 2019 $ 28,545 Net change in the fair value 28,149 Balance as of September 30, 2020 $ 56,694 Concentrations of risks For the three months ended September 30, 2020, one customer accounted for 37% of revenues. For the nine months ended September 30, 2020, two customers accounted for 31% (18% and 13%) of revenues. For the three and nine months ended September 30, 2019, three customers accounted for 39% (21%, 9%, and 9%) and 59% (26%, 18%, and 15%) of revenue, respectively. For the three and nine months ended September 30, 2020, three customers accounted for 38% (16%, 11% and 11%) of accounts receivable at period-end. For the three and nine months ended September 30, 2019, no customer accounted for 10% or more of accounts receivable at period-end. For the three and nine months ended September 30, 2020 and 2019, no vendor accounted for 10% or more of the Company’s cost of revenues. For the three and nine months ended September 30, 2020, two vendors accounted for 59% (24%, 19% and 16%) of accounts payable at period-end. For the three and nine months ended September 30, 2019, no vendor accounted for 10% or more of accounts payable at period-end. Economic and political risks Substantially all the Company’s services are conducted in the Asian region, primarily in Hong Kong, Malaysia, and the People’s Republic of China (“PRC”). Among other risks, the Company’s operations in Malaysia are subject to the risks of restrictions on transfer of funds; export duties, quotas, and embargoes; domestic and international customs and tariffs; changing taxation policies; foreign exchange restrictions; and political conditions and governmental regulations in Malaysia. The Company’s operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation. Recent accounting pronouncements The FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | NOTE 2 - REVENUE FROM CONTRACTS WITH CUSTOMERS The Company’s revenue consists of revenue from providing business consulting and corporate advisory services (“service revenue”), revenue from the sale of real estate properties, and revenue from the rental of real estate properties. Revenue from services For certain of our service contracts providing assistance to clients in capital market listings (“Listing services”), our services provided are considered to be one performance obligation. Revenue and expenses are deferred until the performance obligation is complete and collectability of the consideration is probable. For service contracts where the performance obligation is not completed, deferred costs of revenue are recorded as incurred and deferred revenue is recorded for any payments received on such yet to be completed performance obligations. On an ongoing basis, management monitors these contracts for profitability and when needed may record a liability if a determination is made that costs will exceed revenue. For other services such as company secretarial, accounting, financial analysis and related services (“Non-Listing services”), the Company’s performance obligations are satisfied, and the related revenue is recognized, as services are rendered. For contracts in which we act as an agent, the Company reports revenue net of expenses paid. The Company offers no discounts, rebates, rights of return, or other allowances to clients which would result in the establishment of reserves against service revenue. Additionally, to date, the Company has not incurred incremental costs in obtaining a client contract. The adoption of ASC 606 had no impact on the Company’s consolidated financial statements. Revenue from the sale of real estate properties The Company follows the guidance of ASC 610-20, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets Revenue from the rental of real estate properties Rental revenue represents lease rental income from the Company’s tenants. The tenants pay monthly in accordance with lease agreements and the Company recognizes the income ratably over the lease term as this is the most representative of the pattern in which the benefit is expected to be derived from the underlying asset. Cost of revenues Cost of service revenue primarily consists of employee compensation and related payroll benefits, company formation costs, and other professional fees directly attributable to the services rendered. Cost of real estate properties sold primarily consists of the purchase price of property, legal fees, improvement costs to the building structure, and other acquisition costs. Selling and advertising costs are expensed as incurred. Cost of rental revenue primarily includes costs associated with repairs and maintenance, property insurance, depreciation and other related administrative costs. Property management fees and utility expenses are paid directly by tenants. The following table provides information about disaggregated revenue based on revenue by service lines and revenue by geographic area: Three Months Ended 2020 2019 (Unaudited) (Unaudited) Revenue by service lines: Corporate advisory – Non-listing services $ 389,509 $ 622,798 Corporate advisory – Listing services 101 509,986 Rental of real estate properties 35,630 19,542 Sale of real estate properties 253,677 - Total revenue $ 678,917 $ 1,152,326 Three Months Ended 2020 2019 (Unaudited) (Unaudited) Revenue by geographic area: Hong Kong $ 506,699 $ 629,573 Malaysia 133,107 148,603 China 39,111 374,150 Total revenue $ 678,917 $ 1,152,326 Nine Months Ended 2020 2019 (Unaudited) (Unaudited) Revenue by service lines: Corporate advisory – Non-Listing services $ 1,196,297 $ 1,534,640 Corporate advisory – Listing services 355,486 1,709,986 Rental of real estate properties 91,138 71,462 Sale of real estate properties 253,677 - Total revenue $ 1,896,598 $ 3,316,088 Nine Months Ended 2020 2019 (Unaudited) (Unaudited) Revenue by geographic area: Hong Kong $ 1,418,172 $ 2,470,476 Malaysia 364,361 392,602 China 114,065 453,010 Total revenue $ 1,896,598 $ 3,316,088 Our contract balances include deferred costs of revenue and deferred revenue. Deferred Revenue For service contracts where the performance obligation is not completed, deferred revenue is recorded for any payments received in advance of the performance obligation. Changes in deferred revenue were as follows: Nine Months (Unaudited) Deferred revenue, January 1, 2020 $ 1,202,153 New contract liabilities 391,573 Performance obligations satisfied (355,486 ) Deferred revenue, September 30, 2020 $ 1,238,240 Deferred Costs of Revenue For service contracts where the performance obligation is not completed, deferred costs of revenue are recorded for any costs incurred in advance of the performance obligation. Deferred revenue and deferred costs of revenue at September 30, 2020 and December 31, 2019 are classified as current assets or current liabilities and totaled: As of As of (Unaudited) Deferred revenue $ 1,238,240 $ 1,202,153 Deferred costs of revenue $ 53,107 $ 73,821 |
Other Investments
Other Investments | 9 Months Ended |
Sep. 30, 2020 | |
Investments, All Other Investments [Abstract] | |
Other Investments | NOTE 3 - OTHER INVESTMENTS On May 27, 2020, the Company entered into a purchase and sale agreement (the “Agreement”) with Daniel McKinney (the “Seller”), the sole owner of a 12.3 kilogram carved natural blue sapphire (the “Millennium Sapphire”), pursuant to which the Company agreed to acquire a 4% interest in the Millennium Sapphire from the Seller, and the Seller agreed to sell the 4% interest in the Millennium Sapphire to the Company. As consideration thereto, on June 15, 2020, the Company issued an aggregate of 4,444,444 restricted shares of its common stock, including 2,000,000 restricted shares of common stock to the Seller and 2,444,444 restricted shares to his designees. The aggregate of 4,444,444 restricted shares of common stock issued by the Company, representing an aggregate purchase price of $4,000,000 (approximately $0.90 per share) based on the 4% interest of an appraised value of the Millennium Sapphire of $100,000,000 by an independent appraiser, Mr. Pascal Butel, on March 9, 2020. The investment is recognized at historical cost of $4,000,000 under other investments. On June 29, 2020, the Company entered into a purchase and sale agreement (the “Agreement”) with the Company’s subsidiary, Millennium Fine Art Inc. (“MFAI”), pursuant to which the Company agreed to sell its 4% ownership interest in the Millennium Sapphire to MFAI and MFAI agreed to acquire the 4% ownership of the Millennium Sapphire from the Company. As consideration thereto, on July 1, 2020, MFAI issued 2,000,000 restricted shares of its Class B common stock to the Company valued at $5,000,000 ($5 per share), in which 1,000,000 shares were retained by the Company and the other 1,000,000 shares were reserved as a dividend to the shareholders of the Company. The Company expects to distribute these 1,000,000 shares to its shareholders in 2021. A gain on disposal of $1,000,000 was recorded at the Company level but was eliminated upon consolidation. On July 1, 2020, MFAI issued 19,200,000 restricted shares of its Class A common stock to the Seller of the Millennium Sapphire valued at $96,000,000 ($5 per share) to acquire the remaining 96% interest in the Millennium Sapphire. MFAI is an investment company and has a 100% interest in the Millennium Sapphire. As of September 30, 2020, the Company owns 2,000,000 shares of Class B common stock of MFAI, equal to approximately 1% of the issued and outstanding shares of MFAI, in which 1,000,000 shares were retained by the Company and recognized at historical cost of $4,000,000 under other investments, and the other 1,000,000 shares were reserved as a dividend to the shareholders of the Company. The Company expects to distribute these 1,000,000 shares to its shareholders in 2021 and will evaluate such investment at year end to determine if impairment is necessary. |
Operating Leases
Operating Leases | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Operating Leases | NOTE 4 - OPERATING LEASES The Company has two separate operating lease agreements for one office space in each of Malaysia and Hong Kong with remaining lease terms of 6 months and 7 months, respectively. The Company does not have any other leases. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company accounts for the lease and non-lease components of its leases as a single lease component. Lease expense is recognized on a straight-line basis over the lease term. Operating lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Generally, the implicit rate of interest in arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset includes any lease payments made and excludes lease incentives. The components of lease expense and supplemental cash flow information related to leases for the period are as follows: Nine Months September 30, Lease Cost Operating lease cost (included in general and administrative expenses in the Company’s unaudited condensed statement of operations) $ 245,682 Other Information Cash paid for amounts included in the measurement of lease liabilities for the nine months ended September 30, 2020 $ 195,363 Weighted average remaining lease term – operating leases (in years) 0.58 Average discount rate – operating leases 4.0 % The supplemental balance sheet information related to leases for the period is as follows: At September 30, Operating leases Long-term right-of-use assets $ 148,296 Short-term operating lease liabilities $ 151,521 Long-term operating lease liabilities - Total operating lease liabilities $ 151,521 Maturities of the Company’s lease liabilities are as follows (in thousands): Year Ending Operating 2020 (remaining 3 months) $ 65,806 2021 87,742 Total lease payments 153,548 Less: Imputed interest/present value discount (2,027 ) Present value of lease liabilities $ 151,521 Lease expenses were $73,652 and $245,682 during the three and nine months ended September 30, 2020, respectively, and $99,394 and $298,637 during the three and nine months ended September 30, 2019, respectively. During the nine months ended September 30, 2020, the Company terminated one lease and a second lease was deconsolidated when the Company sold its controlling interest in a subsidiary (See Note 8). The total operating lease right-of-use assets and liabilities removed from the Company’s financial statements were approximately $159,000. |
Derivative Liabilities
Derivative Liabilities | 9 Months Ended |
Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | NOTE 5 - DERIVATIVE LIABILITIES At September 30, 2020, the Company has outstanding warrants exercisable into 53,556 shares of the Company’s common stock. The exercise price of warrants is denominated in US dollars, a currency other than the Company’s functional currencies, the HK$, RMB, and MYR. As a result, the warrants are not considered indexed to the Company’s own stock, and the Company characterized the fair value of the warrants as a derivative liability upon issuance. The derivative liability is re-measured at the end of every reporting period with the change in value reported in the statement of operations. At December 31, 2019, the balance of the derivative liabilities was $28,545. During the nine months ended September 30, 2020, the Company recorded an increase in fair value of derivatives of $28,149. At September 30, 2020, the balance of the derivative liabilities was $56,694. The derivative liabilities were valued using the Black-Scholes-Merton valuation model with the following assumptions: As of As of September 30, 2020 December 31, 2019 (Unaudited) Risk-free interest rate $ 1.5 % $ 2.4 % Expected volatility 182 % 173 % Contractual life (in years) 2.7 years 3.4 years Expected dividend yield 0.00 % 0.00 % Fair Value of warrants $ 56,694 $ 28,545 The risk-free interest rate is based on the yield available on U.S. Treasury securities. The Company estimates volatility based on the historical volatility of its common stock. The contractual life of the warrants is based on the expiration date of the warrants. The expected dividend yield was based on the fact that the Company has not paid dividends to common shareholders in the past and does not expect to pay dividends to common shareholders in the future. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2020 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | NOTE 6 - WARRANTS In 2018, the Company issued warrants exercisable into 53,556 shares of common stock. The warrants were fully vested when issued, have an exercise price of $7.20 per share, and expire in 2023. A summary of warrant activity during the nine months ended September 30, 2020 is presented below: Remaining Number Contractual of Exercise Life Shares Price (in Years) Warrants outstanding at December 31, 2019 53,556 $ 7.20 Granted — — Exercised — — Expired — — Warrants outstanding at September 30, 2020 53,556 $ 7.20 2.7 Warrants exercisable at September 30, 2020 53,556 $ 7.20 2.7 At September 30, 2020, the intrinsic value of outstanding warrants was zero. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 7 - RELATED PARTY TRANSACTIONS Due from related parties: September 30, 2020 December 31, 2019 (Unaudited) Accounts receivable, net Due from related party B (net of allowance of $380) $ 7,223 $ - Due from related parties Due from related party G 2,391 1,623 Due from related party H 60,000 60,000 Total $ 69,614 $ 61,623 Due to related parties: September 30, 2020 December 31, 2019 (Unaudited) Due to related party A $ 2,920 $ 1,113 Due to related party B 30,107 35 Due to related party D - 25 Due to related party E - 2,167 Due to related party J 741,045 779,561 Due to related party K 481,219 226,859 Total $ 1,255,291 $ 1,009,760 For the nine months ended Income from or expenses to related parties: 2020 2019 (Unaudited) (Unaudited) Service revenue from related parties - Related party A $ 43,229 $ 211,624 - Related party B 108,297 804,867 - Related party C 1,162 385 - Related party D 14,366 712,710 - Related party E 14,251 11,193 - Related party G 112 2,754 Total $ 181,417 $ 1,743,533 Cost of service revenue to related parties - Related party B $ 2,514 $ - - Related party D - 184,000 Total $ 2,514 $ 184,000 General and administrative expenses to related parties - Related party A $ 4,234 $ - - Related party B 2,900 - - Related party D - 155,138 - Related party G 1,186 - Total $ 8,320 $ 155,138 Other income from related parties - Related party D $ - 1,610 - Related party E - 8,188 Total $ - $ 9,798 Related party A is under common control of Mr. Loke Che Chan, Gilbert, the Company’s CFO and a major shareholder. Related party B represents companies where the Company owns a percentage of the company (ranging from 4% to 13%). Related party C is controlled by a director of a wholly owned subsidiary of the Company. Related party D represents a company that we have determined that we can significantly influence based on our common business relationships. Related party E represents companies whose CEO is a consultant to the Company, and who is also a director of Aquarius Protection Fund, a shareholder in the Company. On June 16, 2018, the Company made a loan of $300,000 pursuant to a loan agreement with related party E. The loan is unsecured, bears interest at 6% per annum, and is due on June 15, 2020. The Managing Director of related party E is a consultant to the Company, and is also a director of Aquarius Protection Fund, a shareholder in the Company. Related party E is also the investment manager of Aquarius Protection Fund. During the year ended December 31, 2018, the loan of $300,000 was offset by payments of $222,912 made to the Company from other companies controlled by the Managing Director of related party E. In December 2018, the Company completed an impairment analysis and determined that the balance of the loan was impaired and recorded an impairment of $77,088. Related party F represents a family member of Mr. Loke Che Chan, Gilbert, the Company’s CFO and a major shareholder. Related party G is under common control of Mr. Lee Chong Kuang, the Company’s CEO and a major shareholder. Related party H represents a company in which we have a 49% equity investment. At September 30, 2020 and December 31, 2019, amounts due from related party H were unsecured, bear no interest, and were payable upon demand. During 2018, the Company acquired 49% of related party H for total consideration of $368,265. At December 31, 2018, the Company determined that its investment in related party H was impaired and recorded an impairment of other investment of $368,265. Related party I is controlled by a family member of Mr. Lee Chong Kung, the Company’s CEO and a major shareholder. Related party J represents a noncontrolling interest in the Company’s subsidiary that owns its real estate held for sale. The amount due to related party J is unsecured, bear no interest, is payable on demand, and related to the initial acquisition of the real estate held for sale property. Related party K represents shareholders and directors of the Company or the Company’s subsidiary. The amounts due to related party I represents expenses paid by the shareholders or directors to third parties on behalf of the Company, are non-interest bearing, and are due on demand. |
Deconsolidation of Controlling
Deconsolidation of Controlling Interest in Subsidiaries | 9 Months Ended |
Sep. 30, 2020 | |
Property and equipment | |
Deconsolidation of Controlling Interest in Subsidiaries | NOTE 8 - DECONSOLIDATION OF CONTROLLING INTEREST IN SUBSIDIARIES On February 29, 2020, the Company sold its entire 60% interest in Yabez (Hong Kong) Limited and Yabez Business Service (SZ) Company Limited (collectively, “Yabez”) to an unrelated party for $1. The transaction closed on February 29, 2020, and Yabez was deconsolidated following the closing. At February 29, 2020, Yabez’s assets totaled $167,017, and consisted of cash of $24,887, trade accounts receivable of $129,792, and other assets of $12,338. At February 29, 2020, Yabez’s liabilities consisted of trade accounts payables of $173,680. At February 29, 2020, Yabez’s net deficit was ($6,663), of which the non-controlling interest was ($7,446) and the Company’s basis was $783, resulting in a loss on disposal of $727, after consideration of foreign currency adjustments. On May 20, 2020, Global Leaders Corporation (formerly known as Greenpro Venture Cap (Qianhai) Limited), a wholly owned subsidiary of the Company, allotted an additional 196 shares to an unrelated party at the price of $196. As a result, the Company holds a 2% interest in GVCQH, and GVCQH’s sole asset, cash of $129, was disposed and a loss on disposal of $125 was recorded. On August 17, 2020, the Company sold the balance of the 2% interest in GVCQH to the unrelated party for $4. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | NOTE 9 - SEGMENT INFORMATION ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. The Company has two reportable segments that are based on the following business units: service business and real estate business. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. The Company operates two reportable business segments: ● Service business – provision of corporate advisory and business solution services ● Real estate business – leasing and trading of commercial real estate properties in Hong Kong and Malaysia The Company had no inter-segment sales for the periods presented. Summarized financial information concerning the Company’s reportable segments is shown as below: (a) By Categories For the nine months ended September 30, 2020 (Unaudited) Real estate Service Corporate Total Revenues $ 344,815 $ 1,551,783 $ - $ 1,896,598 Cost of revenues 250,800 252,687 - 503,487 Depreciation and amortization 113,553 72,366 7,591 193,510 Net income (loss) 71,060 (853,822 ) (452,717 ) (1,235,479 ) Total assets 2,407,537 4,938,386 4,100,892 11,446,815 Capital expenditures for long-lived assets $ - $ 2,106 $ - $ 2,106 For the nine months ended September 30, 2019 (Unaudited) Real estate Service Corporate Total Revenues $ 71,462 $ 3,244,626 $ - $ 3,316,088 Cost of revenues 34,989 1,002,753 128,250 1,165,992 Depreciation and amortization 24,303 147,419 12,505 184,227 Net loss (54,277 ) (384,585 ) (399,402 ) (838,264 ) Total assets 2,582,631 5,928,187 136,865 8,647,683 Capital expenditures for long-lived assets $ - $ 1,035 $ - $ 1,035 (b) By Geography* For the nine months ended September 30, 2020 (Unaudited) Hong Kong Malaysia China Total Revenues $ 1,418,172 $ 364,361 $ 114,065 $ 1,896,598 Cost of revenues 364,171 138,316 1,000 503,487 Depreciation and amortization 78,947 25,412 89,151 193,510 Net loss (783,123 ) (68,705 ) (383,651 ) (1,235,479 ) Total assets 7,518,850 931,238 2,996,727 11,446,815 Capital expenditures for long-lived assets $ - $ 2,106 $ - $ 2,106 For the nine months ended September 30, 2019 (Unaudited) Hong Kong Malaysia China Total Revenues $ 2,470,476 $ 392,602 $ 453,010 $ 3,316,088 Cost of revenues 944,006 162,119 59,867 1,165,992 Depreciation and amortization 67,729 26,200 90,298 184,227 Net income (loss) (629,922 ) 48,744 (257,086 ) (838,264 ) Total assets 4,371,510 1,168,208 3,107,965 8,647,683 Capital expenditures for long-lived assets $ - $ - $ 1,035 $ 1,035 *Revenues and costs are attributed to countries based on the location where the entities operate. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10 - SUBSEQUENT EVENTS Acquisition of other investment in Ata Plus Sdn. Bhd.: On July 8, 2020, the Company entered into an acquisition agreement (the “Agreement”) with all of eight shareholders of Ata Plus Sdn. Bhd. (the “Seller”) and Ata Plus Sdn. Bhd., a Malaysian company and a Recognized Market Operator (RMO) by the Securities Commission of Malaysia (“Ata Plus”). Pursuant to the Agreement, the Company agreed to acquire 15% of the issued and outstanding share of Ata Plus for a purchase price of $750,000. The purchase price shall be paid by the Company issuing to the Seller approximately 457,312 restricted shares of the Company’s common stock, which was based on the average closing price of the Company’s common stock for the five trading days preceding the date of the Agreement, $1.64 per share. At the reporting date, the Company has not issued the shares to the Seller and the Company expects to issue the shares to the Seller on or before November 30, 2020. A copy of the form of acquisition agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing summary of the terms of the acquisition agreement is subject to, and qualified in its entirety by, such agreement. Distribution of DQWS shares as a dividend: On September 24, 2020, the board of directors of the Company agreed to distribute 11,840,684 restricted shares of common stock of an investment of the Company, DSwiss, Inc. (OTC: DQWS) (the “Dividend”)., to the Company’s shareholders of record on September 30, 2020. At September 30, 2020 (the “Record Date”), the Company owned 27,000,000 restricted shares of the total issued and outstanding 206,904,600 restricted shares of common stock of DQWS. The Dividend is comprised of approximately one (1) share of DQWS common stock for every five (5) shares of the Company’s common stock issued and outstanding of the Record Date. On November 12, 2020, the Dividend was distributed to the shareholders. Separate Private Placements with AG Opportunities Fund SPC-AG Pre-IPO Fund SP1 and Mr. Seah Kok Wah On October 9, 2020, the Company entered into separate subscription agreements (each, a “Subscription Agreement”) with accredited investors, AG Opportunities Fund SPC-AG Pre-IPO Fund SP1 and Mr. Seah Kok Wah (the “Investors”), pursuant to which the Company issued and sold to the Investors in a private placement an aggregate of 195,455 shares of the Company’s common stock. The shares of common stock were sold at a price per share of $1.10 for aggregate gross proceeds of $215,000. The Company intends to use the proceeds from the private placement for working capital and general corporate purposes. Convertible Note Financing with FirstFire Global Opportunities Fund, LLC: On October 13, 2020, the Company entered into a securities purchase agreement with FirstFire Global Opportunities Fund, LLC, an accredited investor (“FirstFire” or the “Investor”), pursuant to which the Company issued and sold to the Investor in a private placement an unsecured convertible promissory note in the aggregate principal amount $560,000, convertible into shares of the Company’s common stock at a conversion price of $1.00 per share. The note carries an original issue discount of $50,000. After the payment of $40,000 to cover a broker’s fee, $5,000 and $5,000 each to cover the Investor’s legal expenses and administrative fee, the Company received proceeds of $460,000. The note may be prepaid by the Company in an amount equal to 120% of the outstanding balance of the note. The shares of common stock issuable upon conversion of the note is subject to full-ratchet anti-dilution protection. The note may be redeemed by the Investor at any time after the six-month anniversary of the issuance date of the note subject to the maximum monthly redemption amount of $108,000, convertible into shares of common stock at a conversion price equal to the lesser of (i) $1.00 and (ii) 75% of the average of the lowest VWAP during the ten trading days immediately preceding the measurement date. Pursuant to the securities purchase agreement, the Investor was granted a “most favored nations” right. Events of Default (“Events of Default”) under the note include but are not limited to: (a) failure to pay any principal, interest, fees, charges, or any other amount when due; (b) failure to deliver any conversion shares in accordance with the terms of the note; (c) a receiver, trustee or other similar official shall be appointed over Company or a material part of its assets and such appointment shall remain uncontested for twenty (20) days or shall not be dismissed or discharged within sixty (60) days; (d) Company becomes insolvent; (e) Company makes a general assignment for the benefit of creditors; (f) Company files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); an involuntary bankruptcy proceeding is commenced or filed against Borrower; (g) Company defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of Company in the note or in any other transaction document; (h) any representation, warranty or other statement made or furnished by or on behalf of Company is false, incorrect, incomplete or misleading in any material respect when made or furnished; (i) the occurrence of a Fundamental Transaction (as defined in the note) without the Investor’s prior written consent; (j) Company fails to reserve a sufficient number of shares to issue upon conversion of the note; (k) Company effectuates a reverse split of its common stock without twenty trading days prior written notice to the Investor; (l) any money judgment, writ or similar process is entered or filed against the Company or any subsidiary of the Company or any of its property or other assets for more than $100,000, and shall remain unvacated, unbonded or unstayed for a period of twenty calendar days unless otherwise consented to by the Investor; (m) the Company fails to be DWAC eligible; (n) the Company fails to observe or perform any covenant set forth in Section 4 of the securities purchase agreement; or (o) the Company, any affiliate of the Company, or any pledgor, trustor, or guarantor of the note breaches any covenant or other term or condition contained in any other financing or material agreements. In the case of an Event of Default, interest shall accrue under the note at the annual rate of 22%. Certain Major Defaults (as defined in the note) will result in an additional 15% of the aggregate principal amount of the note outstanding at such time being added to the total outstanding amount of such note. The number of shares of common stock that may be issued upon conversion of this note and the other notes disclosed herein shall not exceed the requirement of Nasdaq Listing Rule 5635(d). Copies of the forms of the securities purchase agreement with FirstFire and the note issued to FirstFire are attached hereto as Exhibits 10.2 and 10.3, respectively, and are incorporated herein by reference. The foregoing summary of the terms of such securities purchase agreement and the note are subject to, and qualified in its entirety by, such agreements. Convertible Note Financing with Streeterville Capital, LLC: On October 13, 2020, the Company entered into a securities purchase agreement with Streeterville Capital, LLC, an accredited investor (“Streeterville” or the “Investor”), pursuant to which the Company issued and sold to the Investor in a private placement an unsecured convertible promissory note in the aggregate principal amount $670,000, convertible into shares of common stock at a conversion price of $1.00 per share. The note carries an original issue discount of $60,000. After the payment of $50,000 to cover a broker’s fee and $10,000 to cover the Investor’s legal expenses, the Company received proceeds of $550,000. The note may be prepaid by the Company in an amount equal to 120% of the outstanding balance of the note. The shares of common stock issuable upon conversion of the note is subject to full-ratchet anti-dilution protection. The note may be redeemed by the Investor at any time after the six-month anniversary of the issuance date of the note subject to the maximum monthly redemption amount of $108,000, convertible into shares of common stock at a conversion price equal to the lesser of (i) $1.00 and (ii) 75% of the average of the lowest VWAP during the ten trading days immediately preceding the measurement date. Pursuant to the securities purchase agreement, the Investor was granted a “most favored nations” right. Events of Default under this note include the same Events of Default listed above under the description of the FirstFire convertible note financing. In the case of an Event of Default, interest shall accrue under the note at the annual rate of 22%. Certain Major Defaults (as defined in the note) will result in an additional 15% of the aggregate principal amount of the note outstanding at such time being added to the total outstanding amount of such note. The number of shares of common stock that may be issued upon conversion of this note and the other notes disclosed herein shall not exceed the requirement of Nasdaq Listing Rule 5635(d). Copies of the forms of the securities purchase agreement with Streeterville and the note issued to Streeterville are attached hereto as Exhibits 10.4 and 10.5, respectively, and are incorporated herein by reference. The foregoing summary of the terms of such securities purchase agreement and the note are subject to, and qualified in its entirety by, such agreements. Convertible Note Financing with Granite Global Value Investments Ltd.: On October 13, 2020, the Company entered into a securities purchase agreement with Granite Global Value Investments Ltd., an accredited investor (“Granite” or the “Investor”), pursuant to which the Company issued and sold to the Investor in a private placement an unsecured convertible promissory note in the aggregate principal amount $560,000, convertible into shares of common stock at a conversion price of $1.00 per share. The note carries an original issue discount of $50,000. After the payment of $40,000 to cover a broker’s fee and $10,000 to cover the Investor’s legal expenses, the Company received proceeds of $460,000. The note may be prepaid by the Company in an amount equal to 120% of the outstanding balance of the note. The shares of common stock issuable upon conversion of the note is subject to full-ratchet anti-dilution protection. The note may be redeemed by the Investor at any time after the six-month anniversary of the issuance date of the note subject to the maximum monthly redemption amount of $108,000, convertible into shares of common stock at a conversion price equal to the lesser of (i) $1.00 and (ii) 75% of the average of the lowest VWAP during the ten trading days immediately preceding the measurement date. Pursuant to the securities purchase agreement, the Investor was granted a “most favored nations” right. Events of Default under this note include the same Events of Default listed above under the description of the FirstFire convertible note financing. In the case of an Event of Default, interest shall accrue under the note at the annual rate of 22%. Certain Major Defaults (as defined in the note) will result in an additional 15% of the aggregate principal amount of the note outstanding at such time being added to the total outstanding amount of such note. The number of shares of common stock that may be issued upon conversion of this note and the other notes disclosed herein shall not exceed the requirement of Nasdaq Listing Rule 5635(d). Copies of the forms of the securities purchase agreement with Granite and the note issued to Granite are attached hereto as Exhibits 10.6 and 10.7, respectively, and are incorporated herein by reference. The foregoing summary of the terms of such securities purchase agreement and the note are subject to, and qualified in its entirety by, such agreements. Acquisition of other investment in First Bullion Holdings Inc.: On October 19, 2020, the Company entered into a Stock Purchase and Option Agreement (the “Agreement”) with Tang Ka Siu Johnny (the “Seller”) and First Bullion Holdings Inc., a British Virgin Islands company (“FBHI”). Pursuant to the Agreement, the Company will acquire 10% of the issued and outstanding shares of FBHI for a purchase price of $1,000,000. The purchase price shall be paid by the Company issuing to the Seller approximately 685,871 restricted shares of the Company’s common stock, which was based on the average closing price of the Company’s common stock for the five trading days preceding the date of the Agreement. FBHI is in the business of banking, payment gateway, credit cards, debit cards, money lending, crypto trading and securities token offerings, with corporate offices in the Philippines and Hong Kong. FBHI and the Seller also granted to the Company an option for 180 days following the date of the Agreement to purchase an additional 8% of the issued and outstanding shares of FBHI, at an agreed valuation of FBHI equal to $20,000,000. The purchase price will be based on the average closing price of the Company’s common stock for the five trading days preceding the date of exercise of the option. In consideration of granting the option, the Company shall issue to the Seller 250,000 restricted shares of the Company’s common stock, which shall constitute partial payment for the option should the Company elect to exercise the option. The closing is expected to occur on or before November 30, 2020. Acquisition of other investment in New Business Media Sdn. Bhd.: On November 1, 2020, the Company entered into an acquisition agreement (the “Agreement”) with Ms. Lee Yuet Lye and Mr. Chia Min Kiat, shareholders of New Business Media Sdn. Bhd. (“NBM”), a Malaysian company involved in operating a Chinese media portal, which provides digital news services focusing on Asian capital markets. Pursuant to the Agreement, both Ms. Lee and Mr. Chia have agreed to sell to the Company an 18% equity interest in NBM in consideration of a new issuance of 257,591 restricted shares of the Company’s common stock, valued at $411,120, $1.596 per share. The consideration was derived from an agreed valuation of NBM of $2,284,000, based on its assets including customers, fixed assets, cash and cash equivalents, liabilities as of November 1, 2020. The closing is expected to occur on or before November 30, 2020. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of presentation and principles of consolidation The accompanying unaudited condensed consolidated financial statements as of and for the nine months ended September 30, 2020 and 2019, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) that permit reduced disclosure for interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the period ended September 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. The Condensed Consolidated Balance Sheet information as of December 31, 2019 was derived from the Company’s audited Consolidated Financial Statements as of and for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2020. These financial statements should be read in conjunction with that report. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries and majority-owned subsidiaries which the Company controls and entities for which the Company is the primary beneficiary. For those consolidated subsidiaries where the Company’s ownership is less than 100%, the outside shareholders’ interests are shown as noncontrolling interests in equity. Acquired businesses are included in the consolidated financial statements from the date on which control is transferred to the Company. Subsidiaries are deconsolidated from the date that control ceases. All inter-company accounts and transactions have been eliminated in consolidation. |
Going Concern | Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. During the nine months ended September 30, 2020, the Company incurred a net loss of $1,235,479 and used cash in operations of $845,125 and at September 30, 2020, the Company had a working capital deficiency of $2,864,238. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2019 financial statements, has expressed substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support from its shareholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due. Despite the amount of funds that we have raised in the past, no assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing. |
COVID-19 Outbreak | COVID-19 outbreak In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. The COVID-19 pandemic has negatively impacted the global economy, and created significant volatility and disruption of financial markets |
Use of Estimates | Use of estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant accounting estimates include certain assumptions related to, among others, the allowance for doubtful accounts receivable, impairment analysis of real estate assets and other long-term assets including goodwill, valuation allowance on deferred income taxes, the assumptions used in the valuation of the derivative liability, and the accrual of potential liabilities. Actual results may differ from these estimates. |
Cash, Cash Equivalents, and Restricted Cash | Cash, cash equivalents, and restricted cash Cash consists of funds on hand and held in bank accounts. Cash equivalents includes demand deposits placed with banks or other financial institutions and all highly liquid investments with original maturities of three months or less, including money market funds. Restricted cash represents cash restricted for the loan collateral requirements as defined in a loan agreement and also the minimum paid-up share capital requirement for insurance brokers specified under the Insurance Ordinance of Hong Kong. At September 30, 2020 and December 31, 2019, cash included funds held by employees of $20,967 and $33,096, respectively, and was held to facilitate payment of expenses in local currencies and to facilitate third-party online payment platforms in which the Company had not set up corporate accounts (WeChat Pay and Alipay). As of As of (Unaudited) Cash, cash equivalents, and restricted cash Denominated in United States Dollars $ 65,994 $ 337,960 Denominated in Hong Kong Dollars 216,311 393,062 Denominated in Chinese Renminbi 217,162 494,870 Denominated in Malaysian Ringgit 60,276 30,847 Cash, cash equivalents, and restricted cash $ 559,743 $ 1,256,739 |
Revenue Recognition | Revenue recognition The Company follows the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts |
Investments | Investments Investments in equity securities The Company accounts for its investments that represent less than 20% ownership, and for which the Company does not have the ability to exercise significant influence, at their fair value at the end of each reporting period, unless there is no readily determinable fair value. Equity investments without readily determinable fair values are accounted for at cost and assessed for impairment at each reporting period. At September 30, 2020 and December 31, 2019, the Company had four and two investments in equity securities of related parties valued at $4,054,263 and $53,363, respectively. Investments under the equity method The Company applies the equity method to investments in common stock when we possess the ability to exercise significant influence, but not control, over the operating and financial policies of the investee. The ability to exercise significant influence is generally presumed when the investor possesses 20% or more of the voting interests of the investee. In applying the equity method, we record the investment at cost and subsequently increase or decrease the carrying amount of the investment by our proportionate share of the net earnings or losses and other comprehensive income of the investee. We generally stop applying the equity method when our share of the investee’s net losses has reduced our investment to zero unless we have additional investments in the investee at risk or have committed financial support to the investee. At September 30, 2020 and December 31, 2019, the Company had one investment accounted for under the equity method that was valued at zero. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. At each reporting date, the Company reviews its convertible securities to determine whether their classification is appropriate. |
Income (Loss) Per Share | Income (loss) per share Basic income (loss) per share is computed by dividing the net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per share is calculated by dividing the net loss by the weighted average number of common shares outstanding during the period plus any potentially dilutive shares related to the issuance of shares from stock warrants. For the three and nine months ended September 30, 2020 and 2019, the only outstanding common stock equivalents were warrants for 53,556 potentially dilutive shares outstanding. These warrants have been excluded from the calculation of weighted average shares as the effect would have been anti-dilutive and therefore, basic and diluted net loss per share were the same. |
Foreign Currency Translation | Foreign currency translation The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying condensed consolidated financial statements have been expressed in US$. In addition, the Company’s operating subsidiaries maintain their books and records in their respective functional currency, which consists of the Malaysian Ringgit (“MYR”), Chinese Renminbi (“RMB”), Hong Kong Dollars (“HK$”) and Australian Dollars (“AU$”). In general, for consolidation purposes, assets and liabilities of the Company’s subsidiaries whose functional currency is not the US$, are translated into US$ using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of a foreign subsidiary are recorded as a separate component of accumulated other comprehensive loss within stockholders’ equity. Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods: As of and for the nine months ended 2020 2019 Period-end MYR : US$1 exchange rate 4.16 4.19 Period-average MYR : US$1 exchange rate 4.24 4.14 Period-end RMB : US$1 exchange rate 6.79 7.13 Period-average RMB : US$1 exchange rate 7.00 6.87 Period-end HK$ : US$1 exchange rate 7.75 7.84 Period-average HK$ : US$1 exchange rate 7.76 7.81 Period-end AU$ : US$1 exchange rate 1.40 1.48 Period-average AU$ : US$1 exchange rate 1.48 1.42 |
Fair Value of Financial Instruments | Fair value of financial instruments The Company follows the guidance of ASC 820-10, “ Fair Value Measurements and Disclosures ● Level 1 ● Level 2 ● Level 3 The Company believes the carrying amount reported in the balance sheet for cash and cash equivalents, accounts receivable, prepaids and other current assets, accounts payable and accrued liabilities, income tax payable, deferred costs of revenue, deferred revenue, and due to related parties, approximate their fair values because of the short-term nature of these financial instruments. As of September 30, 2020, the Company’s balance sheet includes Level 2 liabilities comprised of the fair value of embedded derivative liabilities of $56,694 (see Note 5). The fair value of the derivative liabilities is based on significant inputs not observable in the market, which represents a Level 2 measurement within the fair value hierarchy. The following table sets forth a summary of the changes in the estimated fair value of our embedded derivative during the nine-month period ended September 30, 2020: Embedded derivative Balance as of December 31, 2019 $ 28,545 Net change in the fair value 28,149 Balance as of September 30, 2020 $ 56,694 |
Concentrations of Risks | Concentrations of risks For the three months ended September 30, 2020, one customer accounted for 37% of revenues. For the nine months ended September 30, 2020, two customers accounted for 31% (18% and 13%) of revenues. For the three and nine months ended September 30, 2019, three customers accounted for 39% (21%, 9%, and 9%) and 59% (26%, 18%, and 15%) of revenue, respectively. For the three and nine months ended September 30, 2020, three customers accounted for 38% (16%, 11% and 11%) of accounts receivable at period-end. For the three and nine months ended September 30, 2019, no customer accounted for 10% or more of accounts receivable at period-end. For the three and nine months ended September 30, 2020 and 2019, no vendor accounted for 10% or more of the Company’s cost of revenues. For the three and nine months ended September 30, 2020, two vendors accounted for 59% (24%, 19% and 16%) of accounts payable at period-end. For the three and nine months ended September 30, 2019, no vendor accounted for 10% or more of accounts payable at period-end. |
Economic and Political Risks | Economic and political risks Substantially all the Company’s services are conducted in the Asian region, primarily in Hong Kong, Malaysia, and the People’s Republic of China (“PRC”). Among other risks, the Company’s operations in Malaysia are subject to the risks of restrictions on transfer of funds; export duties, quotas, and embargoes; domestic and international customs and tariffs; changing taxation policies; foreign exchange restrictions; and political conditions and governmental regulations in Malaysia. The Company’s operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation. |
Recent Accounting Pronouncements | Recent accounting pronouncements The FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Cash, Cash Equivalents, and Restricted Cash | As of As of (Unaudited) Cash, cash equivalents, and restricted cash Denominated in United States Dollars $ 65,994 $ 337,960 Denominated in Hong Kong Dollars 216,311 393,062 Denominated in Chinese Renminbi 217,162 494,870 Denominated in Malaysian Ringgit 60,276 30,847 Cash, cash equivalents, and restricted cash $ 559,743 $ 1,256,739 |
Schedule of Foreign Currencies Translation | Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods: As of and for the nine months ended 2020 2019 Period-end MYR : US$1 exchange rate 4.16 4.19 Period-average MYR : US$1 exchange rate 4.24 4.14 Period-end RMB : US$1 exchange rate 6.79 7.13 Period-average RMB : US$1 exchange rate 7.00 6.87 Period-end HK$ : US$1 exchange rate 7.75 7.84 Period-average HK$ : US$1 exchange rate 7.76 7.81 Period-end AU$ : US$1 exchange rate 1.40 1.48 Period-average AU$ : US$1 exchange rate 1.48 1.42 |
Schedule of Fair Value of Embedded Derivative Liabilities | The following table sets forth a summary of the changes in the estimated fair value of our embedded derivative during the nine-month period ended September 30, 2020: Embedded derivative Balance as of December 31, 2019 $ 28,545 Net change in the fair value 28,149 Balance as of September 30, 2020 $ 56,694 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregated Revenue Based on Revenue by Service Lines and Revenue by Geographic Area | The following table provides information about disaggregated revenue based on revenue by service lines and revenue by geographic area: Three Months Ended 2020 2019 (Unaudited) (Unaudited) Revenue by service lines: Corporate advisory – Non-listing services $ 389,509 $ 622,798 Corporate advisory – Listing services 101 509,986 Rental of real estate properties 35,630 19,542 Sale of real estate properties 253,677 - Total revenue $ 678,917 $ 1,152,326 Three Months Ended 2020 2019 (Unaudited) (Unaudited) Revenue by geographic area: Hong Kong $ 506,699 $ 629,573 Malaysia 133,107 148,603 China 39,111 374,150 Total revenue $ 678,917 $ 1,152,326 Nine Months Ended 2020 2019 (Unaudited) (Unaudited) Revenue by service lines: Corporate advisory – Non-Listing services $ 1,196,297 $ 1,534,640 Corporate advisory – Listing services 355,486 1,709,986 Rental of real estate properties 91,138 71,462 Sale of real estate properties 253,677 - Total revenue $ 1,896,598 $ 3,316,088 Nine Months Ended 2020 2019 (Unaudited) (Unaudited) Revenue by geographic area: Hong Kong $ 1,418,172 $ 2,470,476 Malaysia 364,361 392,602 China 114,065 453,010 Total revenue $ 1,896,598 $ 3,316,088 |
Schedule of Changes in Deferred Revenue | Changes in deferred revenue were as follows: Nine Months (Unaudited) Deferred revenue, January 1, 2020 $ 1,202,153 New contract liabilities 391,573 Performance obligations satisfied (355,486 ) Deferred revenue, September 30, 2020 $ 1,238,240 |
Schedule of Deferred Revenue and Deferred Costs of Revenue | Deferred revenue and deferred costs of revenue at September 30, 2020 and December 31, 2019 are classified as current assets or current liabilities and totaled: As of As of (Unaudited) Deferred revenue $ 1,238,240 $ 1,202,153 Deferred costs of revenue $ 53,107 $ 73,821 |
Operating Leases (Tables)
Operating Leases (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense and Supplemental Cash Flow Information | The components of lease expense and supplemental cash flow information related to leases for the period are as follows: Nine Months September 30, Lease Cost Operating lease cost (included in general and administrative expenses in the Company’s unaudited condensed statement of operations) $ 245,682 Other Information Cash paid for amounts included in the measurement of lease liabilities for the nine months ended September 30, 2020 $ 195,363 Weighted average remaining lease term – operating leases (in years) 0.58 Average discount rate – operating leases 4.0 % |
Schedule of Supplemental Balance Sheet Information Related to Leases | The supplemental balance sheet information related to leases for the period is as follows: At September 30, Operating leases Long-term right-of-use assets $ 148,296 Short-term operating lease liabilities $ 151,521 Long-term operating lease liabilities - Total operating lease liabilities $ 151,521 |
Schedule of Maturities of Lease Liabilities | Maturities of the Company’s lease liabilities are as follows (in thousands): Year Ending Operating 2020 (remaining 3 months) $ 65,806 2021 87,742 Total lease payments 153,548 Less: Imputed interest/present value discount (2,027 ) Present value of lease liabilities $ 151,521 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Liabilities at Fair Value | The derivative liabilities were valued using the Black-Scholes-Merton valuation model with the following assumptions: As of As of September 30, 2020 December 31, 2019 (Unaudited) Risk-free interest rate $ 1.5 % $ 2.4 % Expected volatility 182 % 173 % Contractual life (in years) 2.7 years 3.4 years Expected dividend yield 0.00 % 0.00 % Fair Value of warrants $ 56,694 $ 28,545 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Warrants and Rights Note Disclosure [Abstract] | |
Summary of Warrants Activity | A summary of warrant activity during the nine months ended September 30, 2020 is presented below: Remaining Number Contractual of Exercise Life Shares Price (in Years) Warrants outstanding at December 31, 2019 53,556 $ 7.20 Granted — — Exercised — — Expired — — Warrants outstanding at September 30, 2020 53,556 $ 7.20 2.7 Warrants exercisable at September 30, 2020 53,556 $ 7.20 2.7 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Amounts Due from Related Parties | Due from related parties: September 30, 2020 December 31, 2019 (Unaudited) Accounts receivable, net Due from related party B (net of allowance of $380) $ 7,223 $ - Due from related parties Due from related party G 2,391 1,623 Due from related party H 60,000 60,000 Total $ 69,614 $ 61,623 |
Schedule of Due to Related Parties | Due to related parties: September 30, 2020 December 31, 2019 (Unaudited) Due to related party A $ 2,920 $ 1,113 Due to related party B 30,107 35 Due to related party D - 25 Due to related party E - 2,167 Due to related party J 741,045 779,561 Due to related party K 481,219 226,859 Total $ 1,255,291 $ 1,009,760 |
Schedule of Related Parties Transactions | For the nine months ended Income from or expenses to related parties: 2020 2019 (Unaudited) (Unaudited) Service revenue from related parties - Related party A $ 43,229 $ 211,624 - Related party B 108,297 804,867 - Related party C 1,162 385 - Related party D 14,366 712,710 - Related party E 14,251 11,193 - Related party G 112 2,754 Total $ 181,417 $ 1,743,533 Cost of service revenue to related parties - Related party B $ 2,514 $ - - Related party D - 184,000 Total $ 2,514 $ 184,000 General and administrative expenses to related parties - Related party A $ 4,234 $ - - Related party B 2,900 - - Related party D - 155,138 - Related party G 1,186 - Total $ 8,320 $ 155,138 Other income from related parties - Related party D $ - 1,610 - Related party E - 8,188 Total $ - $ 9,798 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Summarized Financial Information | Summarized financial information concerning the Company’s reportable segments is shown as below: (a) By Categories For the nine months ended September 30, 2020 (Unaudited) Real estate Service Corporate Total Revenues $ 344,815 $ 1,551,783 $ - $ 1,896,598 Cost of revenues 250,800 252,687 - 503,487 Depreciation and amortization 113,553 72,366 7,591 193,510 Net income (loss) 71,060 (853,822 ) (452,717 ) (1,235,479 ) Total assets 2,407,537 4,938,386 4,100,892 11,446,815 Capital expenditures for long-lived assets $ - $ 2,106 $ - $ 2,106 For the nine months ended September 30, 2019 (Unaudited) Real estate Service Corporate Total Revenues $ 71,462 $ 3,244,626 $ - $ 3,316,088 Cost of revenues 34,989 1,002,753 128,250 1,165,992 Depreciation and amortization 24,303 147,419 12,505 184,227 Net loss (54,277 ) (384,585 ) (399,402 ) (838,264 ) Total assets 2,582,631 5,928,187 136,865 8,647,683 Capital expenditures for long-lived assets $ - $ 1,035 $ - $ 1,035 (b) By Geography* For the nine months ended September 30, 2020 (Unaudited) Hong Kong Malaysia China Total Revenues $ 1,418,172 $ 364,361 $ 114,065 $ 1,896,598 Cost of revenues 364,171 138,316 1,000 503,487 Depreciation and amortization 78,947 25,412 89,151 193,510 Net loss (783,123 ) (68,705 ) (383,651 ) (1,235,479 ) Total assets 7,518,850 931,238 2,996,727 11,446,815 Capital expenditures for long-lived assets $ - $ 2,106 $ - $ 2,106 For the nine months ended September 30, 2019 (Unaudited) Hong Kong Malaysia China Total Revenues $ 2,470,476 $ 392,602 $ 453,010 $ 3,316,088 Cost of revenues 944,006 162,119 59,867 1,165,992 Depreciation and amortization 67,729 26,200 90,298 184,227 Net income (loss) (629,922 ) 48,744 (257,086 ) (838,264 ) Total assets 4,371,510 1,168,208 3,107,965 8,647,683 Capital expenditures for long-lived assets $ - $ - $ 1,035 $ 1,035 *Revenues and costs are attributed to countries based on the location where the entities operate. |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies (Details Narrative) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020USD ($)Integershares | Sep. 30, 2019USD ($)Integershares | Sep. 30, 2020USD ($)Integershares | Sep. 30, 2019USD ($)Integershares | Dec. 31, 2019USD ($) | |
Ownership percentage | 100.00% | 100.00% | |||
Net loss | $ | $ (429,749) | $ (211,147) | $ (1,235,479) | $ (838,264) | |
Net cash used in operating activities | $ | 845,125 | $ 1,241,216 | |||
Working capital deficiency | $ | 2,864,238 | 2,864,238 | |||
Funds held by employees | $ | $ 20,967 | $ 20,967 | $ 33,096 | ||
Ownership percentage in investments | 20.00% | 20.00% | |||
Equity securities of related parties | $ | $ 4,054,263 | $ 4,054,263 | 53,363 | ||
Investments | $ | 0 | 0 | $ 0 | ||
Fair value of derivative liabilities | $ | $ 56,694 | $ 56,694 | |||
Revenue [Member] | Customer Concentration Risk [Member] | One Customer [Member] | |||||
Concentration risk, percentage | 37.00% | ||||
Number of customer | 1 | ||||
Revenue [Member] | Customer Concentration Risk [Member] | Two Customer [Member] | |||||
Concentration risk, percentage | 31.00% | ||||
Number of customer | 2 | ||||
Revenue [Member] | Customer Concentration Risk [Member] | Customer One [Member] | |||||
Concentration risk, percentage | 21.00% | 18.00% | 26.00% | ||
Revenue [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | |||||
Concentration risk, percentage | 9.00% | 13.00% | 18.00% | ||
Revenue [Member] | Customer Concentration Risk [Member] | Three Customer [Member] | |||||
Concentration risk, percentage | 39.00% | 59.00% | |||
Number of customer | 3 | 3 | |||
Revenue [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | |||||
Concentration risk, percentage | 9.00% | 15.00% | |||
Revenue [Member] | Customer Concentration Risk [Member] | No Vendor [Member] | |||||
Concentration risk, percentage | 10.00% | 10.00% | 10.00% | 10.00% | |
Number of vendor | 0 | 0 | 0 | 0 | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer One [Member] | |||||
Concentration risk, percentage | 16.00% | 16.00% | |||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | |||||
Concentration risk, percentage | 11.00% | 11.00% | |||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | |||||
Concentration risk, percentage | 11.00% | 11.00% | |||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Three Customers [Member] | |||||
Concentration risk, percentage | 38.00% | 38.00% | |||
Number of customer | 3 | 3 | |||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | No Customer [Member] | |||||
Concentration risk, percentage | 10.00% | 10.00% | |||
Number of customer | 0 | 0 | |||
Accounts Payable [Member] | Supplier Concentration Risk [Member] | No Vendor [Member] | |||||
Concentration risk, percentage | 10.00% | 10.00% | |||
Number of vendor | 0 | 0 | |||
Accounts Payable [Member] | Supplier Concentration Risk [Member] | Two Vendor [Member] | |||||
Concentration risk, percentage | 59.00% | 59.00% | |||
Number of vendor | 2 | 2 | |||
Accounts Payable [Member] | Supplier Concentration Risk [Member] | Vendor One [Member] | |||||
Concentration risk, percentage | 24.00% | 24.00% | |||
Accounts Payable [Member] | Supplier Concentration Risk [Member] | Vendor Two [Member] | |||||
Concentration risk, percentage | 19.00% | 19.00% | |||
Accounts Payable [Member] | Supplier Concentration Risk [Member] | Vendor Three [Member] | |||||
Concentration risk, percentage | 16.00% | 16.00% | |||
Warrant [Member] | |||||
Potentially antidilutive shares outstanding | shares | 53,556 | 53,556 | 53,556 | 53,556 |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies - Schedule of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Cash, cash equivalents, and restricted cash | $ 559,743 | $ 1,256,739 |
United States Dollars [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cash, cash equivalents, and restricted cash | 65,994 | 337,960 |
Hong Kong Dollars [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cash, cash equivalents, and restricted cash | 216,311 | 393,062 |
Chinese Renminbi [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cash, cash equivalents, and restricted cash | 217,162 | 494,870 |
Malaysian Ringgit [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cash, cash equivalents, and restricted cash | $ 60,276 | $ 30,847 |
Organization and Summary of S_6
Organization and Summary of Significant Accounting Policies - Schedule of Foreign Currencies Translation (Details) | Sep. 30, 2020 | Sep. 30, 2019 |
Period-End MYR : US$1 Exchange Rate [Member] | ||
Foreign currency exchange rate, translation | 4.16 | 4.19 |
Period-Average MYR : US$1 Exchange Rate [Member] | ||
Foreign currency exchange rate, translation | 4.24 | 4.14 |
Period-End RMB : US$1 Exchange Rate [Member] | ||
Foreign currency exchange rate, translation | 6.79 | 7.13 |
Period-Average RMB : US$1 Exchange Rate [Member] | ||
Foreign currency exchange rate, translation | 7 | 6.87 |
Period-End HK$ : US$1 Exchange Rate [Member] | ||
Foreign currency exchange rate, translation | 7.75 | 7.84 |
Period-Average HK$ : US$1 Exchange Rate [Member] | ||
Foreign currency exchange rate, translation | 7.76 | 7.81 |
Period-End AU$ : US$1 Exchange Rate [Member] | ||
Foreign currency exchange rate, translation | 1.40 | 1.48 |
Period-Average AU$ : US$1 Exchange Rate [Member] | ||
Foreign currency exchange rate, translation | 1.48 | 1.42 |
Organization and Summary of S_7
Organization and Summary of Significant Accounting Policies - Schedule of Fair Value of Embedded Derivative Liabilities (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Balance as of December 31, 2019 | $ 28,545 | |||
Net change in the fair value | $ (11,804) | $ (8,221) | 28,149 | $ (192,785) |
Balance as of June 30, 2020 | $ 56,694 | $ 56,694 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers (Details Narrative) | Sep. 30, 2019Integer |
Revenue from Contract with Customer [Abstract] | |
Number of units in real estate property held for sale | 0 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Schedule of Disaggregated Revenue Based on Revenue by Service Lines and Revenue by Geographic Area (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue | $ 678,917 | $ 1,152,326 | $ 1,896,598 | $ 3,316,088 | ||
Hong Kong [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue | 506,699 | 629,573 | 1,418,172 | 2,470,476 | ||
Malaysia [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue | 133,107 | 148,603 | 364,361 | [1] | 392,602 | [1] |
China [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue | 39,111 | 374,150 | 114,065 | [1] | 453,010 | [1] |
Corporate Advisory - Non-Listing Services [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue | 389,509 | 622,798 | 1,196,297 | 1,534,640 | ||
Corporate Advisory - Listing Services [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue | 101 | 509,986 | 355,486 | 1,709,986 | ||
Rental of Real Estate Properties [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue | 35,630 | 19,542 | 91,138 | 71,462 | ||
Sale of Real Estate Properties [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue | $ 253,677 | $ 253,677 | ||||
[1] | Revenues and costs are attributed to countries based on the location where the entities operate. |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Schedule of Changes in Deferred Revenue (Details) | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Deferred revenue, January 1, 2020 | $ 1,202,153 |
New contract liabilities | 391,573 |
Performance obligations satisfied | (355,486) |
Deferred revenue, June 30, 2020 | $ 1,238,240 |
Revenue from Contracts with C_6
Revenue from Contracts with Customers - Schedule of Deferred Revenue and Deferred Costs of Revenue (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Revenue from Contract with Customer [Abstract] | ||
Deferred revenue | $ 1,238,240 | $ 1,202,153 |
Deferred costs of revenue | $ 53,107 | $ 73,821 |
Other Investments (Details Narr
Other Investments (Details Narrative) | Jul. 02, 2020USD ($)$ / sharesshares | Jun. 15, 2020shares | May 27, 2020USD ($)kg$ / shares | Sep. 30, 2020USD ($)shares | Jun. 29, 2020 |
Acquired percentage | 100.00% | ||||
Gain on disposal | $ | $ 1,000,000 | ||||
Common Class B [Member] | Millennium Fine Art Inc [Member] | |||||
Aggregate purchase price | $ | $ 4,000,000 | ||||
Ownership interest | 1.00% | ||||
Number of shares owned | 1,000,000 | ||||
Common Class B [Member] | Reserved as Dividend and Expect to Distribute in 2021[Member] | Millennium Fine Art Inc [Member] | |||||
Number of shares owned | 1,000,000 | ||||
Purchase and Sale Agreement [Member] | |||||
Acquisition kilogram carved | kg | 12.3 | ||||
Acquired percentage | 4.00% | 4.00% | |||
Number of restricted shares of common stock, shares | 4,444,444 | ||||
Aggregate purchase price | $ | $ 4,000,000 | ||||
Share price per share | $ / shares | $ 0.90 | ||||
Appraised value | $ | $ 100,000,000 | ||||
Recognized investment | $ | $ 4,000,000 | ||||
Ownership interest | 4.00% | ||||
Purchase and Sale Agreement [Member] | Common Class B [Member] | |||||
Number of restricted shares of common stock, shares | 2,000,000 | ||||
Number of restricted shares of common stock | $ | $ 5,000,000 | ||||
Share price | $ / shares | $ 5 | ||||
Purchase and Sale Agreement [Member] | Common Class B [Member] | Shares Kept By Company [Member] | |||||
Number of restricted shares of common stock, shares | 1,000,000 | ||||
Purchase and Sale Agreement [Member] | Common Class B [Member] | Maybe Distributed as Dividend [Member] | |||||
Number of restricted shares of common stock, shares | 1,000,000 | ||||
Purchase and Sale Agreement [Member] | Seller [Member] | |||||
Number of restricted shares of common stock, shares | 2,000,000 | ||||
Purchase and Sale Agreement [Member] | Designees [Member] | |||||
Number of restricted shares of common stock, shares | 2,444,444 | ||||
Purchase and Sale Agreement [Member] | Millennium Sapphire [Member] | Common Class A [Member] | Millennium Fine Art Inc [Member] | |||||
Acquired percentage | 96.00% | ||||
Number of restricted shares of common stock, shares | 19,200,000 | ||||
Ownership interest | 100.00% | ||||
Number of restricted shares of common stock | $ | $ 96,000,000 | ||||
Share price | $ / shares | $ 5 |
Operating Leases (Details Narra
Operating Leases (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Lease term description | The Company does not have any other leases. Leases with an initial term of 12 months or less are not recorded on the balance sheet. | |||
Lease expenses | $ 73,652 | $ 99,394 | $ 245,682 | $ 298,637 |
Total operating lease right-of-use assets and liabilities | $ 159,000 | $ 159,000 | ||
Minimum [Member] | ||||
Remaining operating lease terms | 6 months | 6 months | ||
Maximum [Member] | ||||
Remaining operating lease terms | 7 months | 7 months |
Operating Leases - Schedule of
Operating Leases - Schedule of Components of Lease Expense and Supplemental Cash Flow Information (Details) | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Leases [Abstract] | |
Operating lease cost (included in general and administrative expenses in the Company's unaudited condensed statement of operations) | $ 245,682 |
Cash paid for amounts included in the measurement of lease liabilities for the six months ended June 30, 2020 | $ 195,363 |
Weighted average remaining lease term - operating leases (in years) | 6 months 29 days |
Average discount rate - operating leases | 4.00% |
Operating Leases - Schedule o_2
Operating Leases - Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Long-term right-of-use assets | $ 148,296 | $ 506,924 |
Short-term operating lease liabilities | 151,521 | 318,914 |
Long-term operating lease liabilities | $ 192,778 | |
Total operating lease liabilities | $ 151,521 |
Operating Leases - Schedule o_3
Operating Leases - Schedule of Maturities of Lease Liabilities (Details) | Sep. 30, 2020USD ($) |
Leases [Abstract] | |
2020 (remaining 6 months) | $ 65,806 |
2021 | 87,742 |
Total lease payments | 153,548 |
Less: Imputed interest/present value discount | (2,027) |
Present value of lease liabilities | $ 151,521 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||
Number of warrants exercisable into common stock | 53,556 | 53,556 | |||
Derivative liabilities | $ 56,694 | $ 56,694 | $ 28,545 | ||
Increase in fair value of derivatives | $ 11,804 | $ 8,221 | $ (28,149) | $ 192,785 |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of Derivative Liabilities at Fair Value (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020USD ($) | Dec. 31, 2019USD ($) | |
Fair Value of warrants | $ 56,694 | $ 28,545 |
Risk Free Interest Rate [Member] | ||
Fair value assumptions, measurement input, percentages | 1.5 | 2.4 |
Expected Volatility [Member] | ||
Fair value assumptions, measurement input, percentages | 182 | 173 |
Contractual Life (in Years) [Member] | ||
Fair value assumptions, measurement input, term | 2 years 8 months 12 days | 3 years 4 months 24 days |
Expected Dividend Yield [Member] | ||
Fair value assumptions, measurement input, percentages | 0 | 0 |
Warrants (Details Narrative)
Warrants (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Sep. 30, 2020 | |
Warrants and Rights Note Disclosure [Abstract] | ||
Number of warrants exercisable into common shares | 53,556 | |
Exercise price of warrants | $ 7.20 | |
Warrant expiration date | Expire in 2023 | |
Intrinsic value of outstanding warrant | $ 0 |
Warrants - Summary of Warrants
Warrants - Summary of Warrants Activity (Details) | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Warrants and Rights Note Disclosure [Abstract] | |
Number of Shares Warrants, Outstanding Beginning Balance | shares | 53,556 |
Number of Shares Warrants, Granted | shares | |
Number of Shares Warrants, Exercised | shares | |
Number of Shares Warrants, Expired | shares | |
Number of Shares Warrants, Outstanding Ending Balance | shares | 53,556 |
Number of Shares Warrants, Outstanding and Exercisable, Ending Balance | shares | 53,556 |
Exercise Price, Outstanding, Beginning Balance | $ / shares | $ 7.20 |
Exercise Price, Granted | $ / shares | |
Exercise Price, Exercised | $ / shares | |
Exercise Price, Expired | $ / shares | |
Exercise Price, Outstanding, Ending Balance | $ / shares | 7.20 |
Exercise Price, Outstanding and Exercisable, Ending Balance | $ / shares | $ 7.20 |
Remaining Contractual Life (in Years) Outstanding, Beginning Balance | 0 years |
Remaining Contractual Life (in Years), Granted | 0 years |
Remaining Contractual Life (in Years), Exercised | 0 years |
Remaining Contractual Life (in Years), Expired | 0 years |
Remaining Contractual Life (in Years) Outstanding, Ending Balance | 2 years 8 months 12 days |
Remaining Contractual Life (in Years), Outstanding and Exercisable, Ending Balance | 2 years 8 months 12 days |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jun. 16, 2018 | Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2018 | Sep. 30, 2020 |
Loan amount | $ 300,000 | $ 300,000 | $ 300,000 | ||
Impairment loss | $ 77,088 | ||||
Related Party B [Member] | Minimum [Member] | |||||
Ownership percentage | 4.00% | ||||
Related Party B [Member] | Maximum [Member] | |||||
Ownership percentage | 13.00% | ||||
Related Party E [Member] | Managing Director [Member] | |||||
Payments of debt | $ 222,912 | ||||
Related Party E [Member] | Loan Agreement [Member] | |||||
Due from related party | $ 300,000 | ||||
Debt instrument, interest rate | 6.00% | ||||
Debt instrument, maturity date | Jun. 15, 2020 | ||||
Related Party H [Member] | |||||
Ownership percentage | 49.00% | 49.00% | 49.00% | ||
Total consideration on acquisition | $ 368,265 | ||||
Impairment of other investments | $ 368,265 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Amounts Due from Related Parties (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Due from related parties | $ 62,391 | $ 61,623 |
Accounts Receivable, Net [Member] | Related Party B [Member] | ||
Due from related parties | 7,223 | |
Accounts Receivable, Net [Member] | Related Party G [Member] | ||
Due from related parties | ||
Prepaids and Other Current Assets [Member] | Related Party G [Member] | ||
Due from related parties | 2,391 | 1,623 |
Prepaids and Other Current Assets [Member] | Related Party H [Member] | ||
Due from related parties | $ 60,000 | $ 60,000 |
Related Party Transactions - _2
Related Party Transactions - Schedule of Amounts Due from Related Parties (Details) (Parenthetical) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Due from related parties, accounts receivable | $ 7,223 | $ 0 |
Related Party B [Member] | ||
Due from related parties, accounts receivable | $ 380 |
Related Party Transactions - _3
Related Party Transactions - Schedule of Due to Related Parties (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Total | $ 1,255,291 | $ 1,009,760 |
Related Party A [Member] | ||
Total | 2,920 | 1,113 |
Related Party B [Member] | ||
Total | 30,107 | 35 |
Related Party D [Member] | ||
Total | 25 | |
Related Party E [Member] | ||
Total | 2,167 | |
Related Party J [Member] | ||
Total | 741,045 | 779,561 |
Related Party K [Member] | ||
Total | $ 481,219 | $ 226,859 |
Related Party Transactions - _4
Related Party Transactions - Schedule of Related Parties Transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Service Revenue [Member] | ||||
Revenue from related parties | $ 73,446 | $ 430,069 | $ 181,417 | $ 1,743,533 |
Cost of Service Revenue [Member] | ||||
Revenue from related parties | 2,514 | 184,000 | ||
General and Administrative Expenses [Member] | ||||
Revenue from related parties | 8,320 | 155,138 | ||
Other Income [Member] | ||||
Revenue from related parties | 9,798 | |||
Related Party A [Member] | Service Revenue [Member] | ||||
Revenue from related parties | 43,229 | 211,624 | ||
Related Party A [Member] | General and Administrative Expenses [Member] | ||||
Revenue from related parties | 4,234 | |||
Related Party B [Member] | Service Revenue [Member] | ||||
Revenue from related parties | 108,297 | 804,867 | ||
Related Party B [Member] | Cost of Service Revenue [Member] | ||||
Revenue from related parties | 2,514 | |||
Related Party B [Member] | General and Administrative Expenses [Member] | ||||
Revenue from related parties | 2,900 | |||
Related Party C [Member] | Service Revenue [Member] | ||||
Revenue from related parties | 1,162 | 385 | ||
Related Party D [Member] | Service Revenue [Member] | ||||
Revenue from related parties | 14,366 | 712,710 | ||
Related Party D [Member] | Cost of Service Revenue [Member] | ||||
Revenue from related parties | 184,000 | |||
Related Party D [Member] | General and Administrative Expenses [Member] | ||||
Revenue from related parties | 155,138 | |||
Related Party D [Member] | Other Income [Member] | ||||
Revenue from related parties | 1,610 | |||
Related Party E [Member] | Service Revenue [Member] | ||||
Revenue from related parties | 14,251 | 11,193 | ||
Related Party E [Member] | Other Income [Member] | ||||
Revenue from related parties | 8,188 | |||
Related Party G [Member] | Service Revenue [Member] | ||||
Revenue from related parties | 112 | 2,754 | ||
Related Party G [Member] | General and Administrative Expenses [Member] | ||||
Revenue from related parties | $ 1,186 |
Deconsolidation of Controllin_2
Deconsolidation of Controlling Interest in Subsidiaries (Details Narrative) - USD ($) | Aug. 17, 2020 | May 20, 2020 | Feb. 29, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 |
Assets | $ 11,446,815 | $ 8,884,453 | $ 8,647,683 | |||
Net deficit | (14,424,532) | (13,160,629) | ||||
Non-controlling interest | $ 222,555 | $ 186,685 | ||||
Yabez [Member] | ||||||
Percentage on sale of ownership interest | 60.00% | |||||
Sale to unrelated party | $ 1 | |||||
Assets | 167,017 | |||||
Cash | 24,887 | |||||
Trade accounts receivable | 129,792 | |||||
Other assets | 12,338 | |||||
Trade accounts payable | 173,680 | |||||
Net deficit | (6,663) | |||||
Non-controlling interest | (7,446) | |||||
Basis | 783 | |||||
Loss on disposal | $ 727 | |||||
Greenpro Venture Cap (Qianhai) Limited [Member] | ||||||
Percentage on sale of ownership interest | 2.00% | 2.00% | ||||
Sale to unrelated party | $ 4 | |||||
Cash | $ 129 | |||||
Loss on disposal | $ 125 | |||||
Number of shares issued | 196 | |||||
Number of shares issued, value | $ 196 |
Segment Information (Details Na
Segment Information (Details Narrative) | 9 Months Ended |
Sep. 30, 2020Integer | |
Segment Reporting [Abstract] | |
Number of reportable operating segments | 2 |
Segment Information - Schedule
Segment Information - Schedule of Summarized Financial Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | ||||
Revenues | $ 678,917 | $ 1,152,326 | $ 1,896,598 | $ 3,316,088 | ||||
Cost of revenues | 503,487 | 1,165,992 | ||||||
Depreciation and amortization | 193,510 | 184,227 | ||||||
Net income (loss) | (429,749) | (211,147) | (1,235,479) | (838,264) | ||||
Total assets | 11,446,815 | 8,647,683 | 11,446,815 | 8,647,683 | $ 8,884,453 | |||
Capital expenditures for long-lived assets | 2,106 | 1,035 | ||||||
Hong Kong [Member] | ||||||||
Revenues | [1] | 1,418,172 | 2,470,476 | |||||
Cost of revenues | 364,171 | 944,006 | ||||||
Depreciation and amortization | [1] | 78,947 | 67,729 | |||||
Net income (loss) | [1] | (783,123) | (629,922) | |||||
Total assets | [1] | 7,518,850 | 4,371,510 | 7,518,850 | 4,371,510 | |||
Capital expenditures for long-lived assets | [1] | |||||||
Malaysia [Member] | ||||||||
Revenues | 133,107 | 148,603 | 364,361 | [1] | 392,602 | [1] | ||
Cost of revenues | 138,316 | 162,119 | ||||||
Depreciation and amortization | [1] | 25,412 | 26,200 | |||||
Net income (loss) | [1] | (68,705) | 48,744 | |||||
Total assets | [1] | 931,238 | 1,168,208 | 931,238 | 1,168,208 | |||
Capital expenditures for long-lived assets | [1] | 2,106 | ||||||
China [Member] | ||||||||
Revenues | 39,111 | 374,150 | 114,065 | [1] | 453,010 | [1] | ||
Cost of revenues | 1,000 | 59,867 | ||||||
Depreciation and amortization | [1] | 89,151 | 90,298 | |||||
Net income (loss) | [1] | (383,651) | (257,086) | |||||
Total assets | [1] | 2,996,727 | 3,107,965 | 2,996,727 | 3,107,965 | |||
Capital expenditures for long-lived assets | [1] | 1,035 | ||||||
Real Estate Business [Member] | ||||||||
Revenues | 344,815 | 71,462 | ||||||
Cost of revenues | 250,800 | 34,989 | ||||||
Depreciation and amortization | 113,553 | 24,303 | ||||||
Net income (loss) | 71,060 | (54,277) | ||||||
Total assets | 2,407,537 | 2,582,631 | 2,407,537 | 2,582,631 | ||||
Capital expenditures for long-lived assets | ||||||||
Service Business [Member] | ||||||||
Revenues | 1,551,783 | 3,244,626 | ||||||
Cost of revenues | 252,687 | 1,002,753 | ||||||
Depreciation and amortization | 72,366 | 147,419 | ||||||
Net income (loss) | (853,822) | (384,585) | ||||||
Total assets | 4,938,386 | 5,928,187 | 4,938,386 | 5,928,187 | ||||
Capital expenditures for long-lived assets | 2,106 | 1,035 | ||||||
Corporate [Member] | ||||||||
Revenues | ||||||||
Cost of revenues | 128,250 | |||||||
Depreciation and amortization | 7,591 | 12,505 | ||||||
Net income (loss) | (452,717) | (399,402) | ||||||
Total assets | $ 4,100,892 | $ 136,865 | 4,100,892 | 136,865 | ||||
Capital expenditures for long-lived assets | ||||||||
[1] | Revenues and costs are attributed to countries based on the location where the entities operate. |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Nov. 12, 2020 | Nov. 02, 2020 | Oct. 19, 2020 | Oct. 13, 2020 | Oct. 09, 2020 | Sep. 24, 2020 | Jul. 08, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2018 |
Number of shares issued for acquisition, values | $ 41,290 | |||||||||
Debt instrument face amount | $ 300,000 | |||||||||
Subsequent Event [Member] | Acquisition Agreement [Member] | Ms. Lee Yuet Lye and Mr. Chia Min Kiat [Member] | ||||||||||
Equity, acquire percentage | 18.00% | |||||||||
Shares issued price per share | $ 1.596 | |||||||||
Consideration derived from acquisition | $ 2,284,000 | |||||||||
Subsequent Event [Member] | Subscription Agreement [Member] | Investors [Member] | ||||||||||
Shares issued price per share | $ 1.10 | |||||||||
Number of shares issued during the period for private placement, shares | 195,455 | |||||||||
Number of shares issued during the period for private placement, value | $ 215,000 | |||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | FirstFire or Investors [Member] | ||||||||||
Debt instrument face amount | $ 560,000 | |||||||||
Conversion price per share | $ 1 | |||||||||
Original issue discount | $ 50,000 | |||||||||
Broker’s fee | 40,000 | |||||||||
Legal expenses | 5,000 | |||||||||
Administrative fee | 5,000 | |||||||||
Proceeds from the convertible debt | $ 460,000 | |||||||||
Redemption description | The note may be redeemed by the Investor at any time after the six-month anniversary of the issuance date of the note subject to the maximum monthly redemption amount of $108,000, convertible into shares of common stock at a conversion price equal to the lesser of (i) $1.00 and (ii) 75% of the average of the lowest VWAP during the ten trading days immediately preceding the measurement date. Pursuant to the securities purchase agreement, the Investor was granted a “most favored nations” right. | |||||||||
Event default description | Events of Default (“Events of Default”) under the note include but are not limited to: (a) failure to pay any principal, interest, fees, charges, or any other amount when due; (b) failure to deliver any conversion shares in accordance with the terms of the note; (c) a receiver, trustee or other similar official shall be appointed over Company or a material part of its assets and such appointment shall remain uncontested for twenty (20) days or shall not be dismissed or discharged within sixty (60) days; (d) Company becomes insolvent; (e) Company makes a general assignment for the benefit of creditors; (f) Company files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); an involuntary bankruptcy proceeding is commenced or filed against Borrower; (g) Company defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of Company in the note or in any other transaction document; (h) any representation, warranty or other statement made or furnished by or on behalf of Company is false, incorrect, incomplete or misleading in any material respect when made or furnished; (i) the occurrence of a Fundamental Transaction (as defined in the note) without the Investor’s prior written consent; (j) Company fails to reserve a sufficient number of shares to issue upon conversion of the note; (k) Company effectuates a reverse split of its common stock without twenty trading days prior written notice to the Investor; (l) any money judgment, writ or similar process is entered or filed against the Company or any subsidiary of the Company or any of its property or other assets for more than $100,000, and shall remain unvacated, unbonded or unstayed for a period of twenty calendar days unless otherwise consented to by the Investor; (m) the Company fails to be DWAC eligible; (n) the Company fails to observe or perform any covenant set forth in Section 4 of the securities purchase agreement; or (o) the Company, any affiliate of the Company, or any pledgor, trustor, or guarantor of the note breaches any covenant or other term or condition contained in any other financing or material agreements. In the case of an Event of Default, interest shall accrue under the note at the annual rate of 22%. Certain Major Defaults (as defined in the note) will result in an additional 15% of the aggregate principal amount of the note outstanding at such time being added to the total outstanding amount of such note. The number of shares of common stock that may be issued upon conversion of this note and the other notes disclosed herein shall not exceed the requirement of Nasdaq Listing Rule 5635(d). | |||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Streeterville or Investors [Member] | ||||||||||
Debt instrument face amount | $ 670,000 | |||||||||
Conversion price per share | $ 1 | |||||||||
Original issue discount | $ 60,000 | |||||||||
Broker’s fee | 50,000 | |||||||||
Legal expenses | 10,000 | |||||||||
Proceeds from the convertible debt | $ 550,000 | |||||||||
Redemption description | The note may be redeemed by the Investor at any time after the six-month anniversary of the issuance date of the note subject to the maximum monthly redemption amount of $108,000, convertible into shares of common stock at a conversion price equal to the lesser of (i) $1.00 and (ii) 75% of the average of the lowest VWAP during the ten trading days immediately preceding the measurement date. Pursuant to the securities purchase agreement, the Investor was granted a “most favored nations” right. | |||||||||
Event default description | Events of Default under this note include the same Events of Default listed above under the description of the FirstFire convertible note financing. In the case of an Event of Default, interest shall accrue under the note at the annual rate of 22%. Certain Major Defaults (as defined in the note) will result in an additional 15% of the aggregate principal amount of the note outstanding at such time being added to the total outstanding amount of such note. The number of shares of common stock that may be issued upon conversion of this note and the other notes disclosed herein shall not exceed the requirement of Nasdaq Listing Rule 5635(d). | |||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Granite or Investors [Member] | ||||||||||
Debt instrument face amount | $ 560,000 | |||||||||
Conversion price per share | $ 1 | |||||||||
Original issue discount | $ 50,000 | |||||||||
Broker’s fee | 40,000 | |||||||||
Legal expenses | 10,000 | |||||||||
Proceeds from the convertible debt | $ 460,000 | |||||||||
Redemption description | The note may be redeemed by the Investor at any time after the six-month anniversary of the issuance date of the note subject to the maximum monthly redemption amount of $108,000, convertible into shares of common stock at a conversion price equal to the lesser of (i) $1.00 and (ii) 75% of the average of the lowest VWAP during the ten trading days immediately preceding the measurement date. Pursuant to the securities purchase agreement, the Investor was granted a “most favored nations” right. | |||||||||
Event default description | Events of Default under this note include the same Events of Default listed above under the description of the FirstFire convertible note financing. In the case of an Event of Default, interest shall accrue under the note at the annual rate of 22%. Certain Major Defaults (as defined in the note) will result in an additional 15% of the aggregate principal amount of the note outstanding at such time being added to the total outstanding amount of such note. The number of shares of common stock that may be issued upon conversion of this note and the other notes disclosed herein shall not exceed the requirement of Nasdaq Listing Rule 5635(d). | |||||||||
Restricted Stock [Member] | Subsequent Event [Member] | Acquisition Agreement [Member] | Ms. Lee Yuet Lye and Mr. Chia Min Kiat [Member] | ||||||||||
Number of shares issued for acquisition, shares | 257,591 | |||||||||
Number of shares issued for acquisition, values | $ 411,120 | |||||||||
Ata Plus Sdn., Bhd. [Member] | Acquisition Agreement [Member] | Eight Shareholders [Member] | ||||||||||
Equity, acquire percentage | 15.00% | |||||||||
Aggregate purchase price of shares, values | $ 750,000 | |||||||||
Shares issued price per share | $ 1.64 | |||||||||
Ata Plus Sdn., Bhd. [Member] | Restricted Stock [Member] | Acquisition Agreement [Member] | Eight Shareholders [Member] | ||||||||||
Number of shares issued for acquisition, shares | 457,312 | |||||||||
DSwiss Inc [Member] | ||||||||||
Number of restricted shares of common stock, shares | 11,840,684 | |||||||||
DSwiss Inc [Member] | Subsequent Event [Member] | ||||||||||
Dividend description | Dividend was distributed to the Shareholders. | |||||||||
DSwiss Inc [Member] | Restricted Stock [Member] | ||||||||||
Number of shares owned | 27,000,000 | |||||||||
Restricted shares issued and outstanding | 206,904,600 | |||||||||
Dividend description | The Dividend is comprised of approximately one (1) share of DQWS common stock for every five (5) shares of the Company’s common stock issued and outstanding of the Record Date. | |||||||||
First Bullion Holdings Inc [Member] | Subsequent Event [Member] | Stock Purchase and Options Agreement [Member] | Tang Ka Siu Johnny [Member] | ||||||||||
Aggregate purchase price of shares, values | $ 1,000,000 | |||||||||
First Bullion Holdings Inc [Member] | Subsequent Event [Member] | Stock Purchase and Options Agreement [Member] | Tang Ka Siu Johnny [Member] | Additional Issuance of Shares [Member] | ||||||||||
Equity, acquire percentage | 8.00% | |||||||||
Aggregate purchase price of shares, values | $ 20,000,000 | |||||||||
First Bullion Holdings Inc [Member] | Restricted Stock [Member] | Subsequent Event [Member] | Stock Purchase and Options Agreement [Member] | Tang Ka Siu Johnny [Member] | ||||||||||
Equity, acquire percentage | 10.00% | |||||||||
Number of shares issued for acquisition, shares | 685,871 | |||||||||
First Bullion Holdings Inc [Member] | Restricted Stock [Member] | Subsequent Event [Member] | Stock Purchase and Options Agreement [Member] | Tang Ka Siu Johnny [Member] | Additional Issuance of Shares [Member] | ||||||||||
Number of shares issued for acquisition, shares | 250,000 |