Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 09, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-38308 | |
Entity Registrant Name | Greenpro Capital Corp. | |
Entity Central Index Key | 0001597846 | |
Entity Tax Identification Number | 98-1146821 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | B-7-5, Northpoint Office | |
Entity Address, Address Line Two | Mid Valley City | |
Entity Address, Address Line Three | No. 1 Medan Syed Putra Utara | |
Entity Address, City or Town | Kuala Lumpur | |
Entity Address, Country | MY | |
Entity Address, Postal Zip Code | 59200 | |
City Area Code | (603) | |
Local Phone Number | 2201 - 3192 | |
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Trading Symbol | GRNQ | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 67,028,574 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | |
Current assets | |||
Cash and cash equivalents (including $174,676 and $172,962 of restricted cash as of June 30, 2021 and December 31, 2020, respectively) | $ 6,739,280 | $ 1,086,753 | |
Accounts receivable, net of allowance of $11,201 and $24,084 as of June 30, 2021 and December 31, 2020, respectively (including $41 and $152,475 of net accounts receivable from related parties as of June 30, 2021 and December 31, 2020, respectively) | 87,914 | 191,490 | |
Prepaids and other current assets | 263,648 | 190,304 | |
Due from related parties | 61,261 | 62,320 | |
Deferred costs of revenue (including $11,640 and $0 from related parties as of June 30, 2021 and December 31, 2020, respectively) | 97,978 | 81,246 | |
Total current assets | 7,250,081 | 1,612,113 | |
Property and equipment, net | 2,878,714 | 2,881,090 | |
Real Estate investments: | |||
Real estate held for sale | 1,974,167 | 2,218,273 | |
Real estate held for investment, net | 736,062 | 776,080 | |
Intangible assets, net | 2,997 | 3,364 | |
Goodwill | 319,726 | 319,726 | |
Other investments (including $11,718,110 and $6,829,660 of investments in related parties as of June 30, 2021 and December 31, 2020, respectively) | 11,718,110 | 6,829,660 | |
Operating lease right-of-use assets, net | 142,305 | 85,133 | |
Other non-current assets | 318,310 | 70,447 | |
TOTAL ASSETS | 25,340,472 | [1] | 14,795,886 |
Current liabilities: | |||
Accounts payable and accrued liabilities | 859,668 | 702,726 | |
Current portion of loans secured by real estate | 159,831 | 158,612 | |
Convertible notes payable, net | 1,750,712 | 142,473 | |
Due to related parties | 1,083,704 | 1,108,641 | |
Operating lease liabilities, current portion | 88,217 | 86,975 | |
Deferred revenue (including $313,000 and $558,600 from related parties as of June 30, 2021 and December 31, 2020, respectively) | 1,780,213 | 1,634,075 | |
Derivative liabilities | 40,242 | 1,189,786 | |
Total current liabilities | 5,762,587 | 5,023,288 | |
Long term portion of loans secured by real estate | 1,287,774 | 1,376,996 | |
Operating lease liabilities, net of current portion | 64,282 | ||
Total liabilities | 7,114,643 | 6,400,284 | |
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; 65,871,892 and 61,764,562 shares issued and outstanding at June 30, 2021 and December 31, 2020 | 6,588 | 6,178 | |
Additional paid in capital | 41,916,290 | 25,135,738 | |
Accumulated other comprehensive loss | (49,191) | (26,863) | |
Accumulated deficit | (23,912,031) | (16,922,452) | |
Total Greenpro Capital Corp. stockholders’ equity | 17,961,656 | 8,192,601 | |
Noncontrolling interests in consolidated subsidiaries | 264,173 | 203,001 | |
Total stockholders’ equity | 18,225,829 | 8,395,602 | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 25,340,472 | $ 14,795,886 | |
[1] | Revenues and costs are attributed to countries based on the location where the entities operate. |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Restricted cash | $ 174,676 | $ 172,962 |
Allowance for doubtful accounts receivable | 11,201 | 24,084 |
Due from related parties, accounts receivable | 41 | 152,475 |
Due from related parties, deferred costs of revenue | 11,640 | 0 |
Investments in related party | 11,718,110 | 6,829,660 |
Due from related parties, deferred revenue | $ 313,000 | $ 558,600 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |
Common Stock, Shares Authorized | 500,000,000 | |
Common Stock, Shares, Outstanding | 65,871,892 | 61,764,562 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |||
REVENUES: | ||||||
Total revenue | $ 792,025 | $ 401,140 | $ 1,765,043 | [1] | $ 1,217,681 | [1] |
COST OF REVENUES: | ||||||
Total cost of revenues | (101,259) | (86,544) | (450,152) | (226,685) | ||
GROSS PROFIT | 690,766 | 314,596 | 1,314,891 | 990,996 | ||
OPERATING EXPENSES: | ||||||
General and administrative (including $1,449 and $1,901 of general and administrative expense to related parties for the three months ended June 30, 2021 and 2020, respectively, and $6,973 and $3,046 of general and administrative expense to related parties for the six months ended June 30, 2021 and 2020, respectively) | (1,179,855) | (853,285) | (2,561,109) | (1,763,192) | ||
Total operating expenses | (1,179,855) | (853,285) | (2,561,109) | (1,763,192) | ||
LOSS FROM OPERATIONS | (489,089) | (538,689) | (1,246,218) | (772,196) | ||
OTHER INCOME (EXPENSES) | ||||||
Other income | 3,356 | 59,654 | 4,122 | 68,651 | ||
Interest income | 2,282 | 176 | 4,744 | 319 | ||
Interest expense | (1,560,226) | (28,947) | (12,187,264) | (62,551) | ||
Change in fair value of derivative liabilities associated with warrants | 59,265 | (55,409) | 39,744 | (39,953) | ||
Change in fair value of options associated with convertible notes | (143,200) | 5,093,720 | ||||
Gain on extinguishment of convertible notes | 1,611,379 | 1,611,379 | ||||
Reversal of write-off notes receivable | 3,000,000 | 3,000,000 | ||||
Impairment of other investments (including $3,246,000 and $0 of related party investments for the three and six months ended June 30, 2021 and 2020, respectively) | (3,246,000) | (3,246,000) | ||||
Total other expenses | (273,144) | (24,526) | (5,679,555) | (33,534) | ||
LOSS BEFORE INCOME TAX | (762,233) | (563,215) | (6,925,773) | (805,730) | ||
Income tax expense | (2,634) | (2,634) | ||||
NET LOSS | (764,867) | (563,215) | (6,928,407) | [1] | (805,730) | [1] |
Net income attributable to noncontrolling interest | (5,153) | (3,562) | (61,172) | (4,262) | ||
NET LOSS ATTRIBUTED TO COMMON SHAREHOLDERS OF GREENPRO CAPITAL CORP. | (770,020) | (566,777) | (6,989,579) | (809,992) | ||
Other comprehensive (loss) income: | ||||||
- Foreign currency translation (loss) income | (3,801) | 4,936 | (22,328) | (35,984) | ||
COMPREHENSIVE LOSS | $ (773,821) | $ (561,841) | $ (7,011,907) | $ (845,976) | ||
NET LOSS PER SHARE, BASIC AND DILUTED | $ (0.01) | $ (0.01) | $ (0.11) | $ (0.01) | ||
WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING, BASIC AND DILUTED | 65,516,503 | 55,505,329 | 62,741,231 | 54,918,182 | ||
Service [Member] | ||||||
REVENUES: | ||||||
Total revenue | $ 757,364 | $ 368,460 | $ 1,316,699 | $ 1,162,173 | ||
COST OF REVENUES: | ||||||
Total cost of revenues | (87,768) | (71,937) | (171,570) | (200,444) | ||
Real Estate [Member] | ||||||
REVENUES: | ||||||
Total revenue | 383,445 | |||||
COST OF REVENUES: | ||||||
Total cost of revenues | (253,276) | |||||
Rental Revenue [Member] | ||||||
REVENUES: | ||||||
Total revenue | 34,661 | 32,680 | 64,899 | 55,508 | ||
COST OF REVENUES: | ||||||
Total cost of revenues | $ (13,491) | $ (14,607) | $ (25,306) | $ (26,241) | ||
[1] | Revenues and costs are attributed to countries based on the location where the entities operate. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
General and administrative expense, related parties | $ 1,449 | $ 1,901 | $ 6,973 | $ 3,046 |
Related party investments | 3,246,000 | 0 | 3,246,000 | 0 |
Service [Member] | ||||
Revenue from related parties | 376,518 | 57,128 | 664,989 | 107,971 |
Cost of service, related parties | $ 0 | $ 1,096 | $ 0 | $ 2,190 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total | |
Beginning balance, value at Dec. 31, 2019 | $ 5,473 | $ 16,417,481 | $ (95,169) | $ (13,160,629) | $ 186,685 | $ 3,353,841 | |
Beginning balance, shares at Dec. 31, 2019 | 54,723,889 | ||||||
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 | ||||||
Fair value of shares issued for subscription fee | |||||||
Derecognition of non-controlling interest due to deconsolidation | 7,446 | 7,446 | |||||
Changes in ownership interests in subsidiaries | 109,353 | (109,353) | |||||
Foreign currency translation | (35,984) | (35,984) | |||||
Net (loss) income | (809,992) | 4,262 | (805,730) | [1] | |||
Ending balance, value at Jun. 30, 2020 | $ 5,917 | 20,526,390 | (131,153) | (13,970,621) | 89,040 | 6,519,573 | |
Ending balance, shares at Jun. 30, 2020 | 59,168,333 | ||||||
Beginning balance, value at Mar. 31, 2020 | $ 5,473 | 16,417,481 | (136,089) | (13,403,844) | 194,831 | 3,077,852 | |
Beginning balance, shares at Mar. 31, 2020 | 54,723,889 | ||||||
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 | ||||||
Changes in ownership interests in subsidiaries | 109,353 | (109,353) | |||||
Foreign currency translation | 4,936 | 4,936 | |||||
Net (loss) income | (566,777) | 3,562 | (563,215) | ||||
Ending balance, value at Jun. 30, 2020 | $ 5,917 | 20,526,390 | (131,153) | (13,970,621) | 89,040 | 6,519,573 | |
Ending balance, shares at Jun. 30, 2020 | 59,168,333 | ||||||
Beginning balance, value at Dec. 31, 2020 | $ 6,178 | 25,135,738 | (26,863) | (16,922,452) | 203,001 | 8,395,602 | |
Beginning balance, shares at Dec. 31, 2020 | 61,764,562 | ||||||
Fair value of shares issued for other investment | $ 334 | 8,130,666 | 8,131,000 | ||||
Fair value of shares issued for other investment, shares | 3,342,592 | ||||||
Fair value of shares issued for subscription fee | $ 6 | 144,114 | 144,120 | ||||
Fair value of shares issued for subscription fee, shares | 60,000 | ||||||
Fair value of shares issued from conversion of promissory note | $ 70 | 1,641,969 | 1,642,039 | ||||
Fair value of shares issued from conversion of promissory note, shares | 704,738 | ||||||
Value of beneficial conversion feature resulting from debt extinguishment | (2,891,800) | (2,891,800) | |||||
Reclassification of conversion option related to a convertible note | 5,745,520 | 5,745,520 | |||||
Beneficial conversion feature related to convertible notes | 4,010,083 | 4,010,083 | |||||
Foreign currency translation | (22,328) | (22,328) | |||||
Net (loss) income | (6,989,579) | 61,172 | (6,928,407) | [1] | |||
Ending balance, value at Jun. 30, 2021 | $ 6,588 | 41,916,290 | (49,191) | (23,912,031) | 264,173 | 18,225,829 | |
Ending balance, shares at Jun. 30, 2021 | 65,871,892 | ||||||
Beginning balance, value at Mar. 31, 2021 | $ 6,212 | 35,816,307 | (45,390) | (23,142,011) | 259,020 | 12,894,138 | |
Beginning balance, shares at Mar. 31, 2021 | 62,107,154 | ||||||
Fair value of shares issued for other investment | $ 300 | 7,205,700 | 7,206,000 | ||||
Fair value of shares issued for other investment, shares | 3,000,000 | ||||||
Fair value of shares issued for subscription fee | $ 6 | 144,114 | 144,120 | ||||
Fair value of shares issued for subscription fee, shares | 60,000 | ||||||
Fair value of shares issued from conversion of promissory note | $ 70 | 1,641,969 | 1,642,039 | ||||
Fair value of shares issued from conversion of promissory note, shares | 704,738 | ||||||
Value of beneficial conversion feature resulting from debt extinguishment | 2,891,800 | (2,891,800) | |||||
Foreign currency translation | (3,801) | (3,801) | |||||
Net (loss) income | (770,020) | 5,153 | (764,867) | ||||
Ending balance, value at Jun. 30, 2021 | $ 6,588 | $ 41,916,290 | $ (49,191) | $ (23,912,031) | $ 264,173 | $ 18,225,829 | |
Ending balance, shares at Jun. 30, 2021 | 65,871,892 | ||||||
[1] | Revenues and costs are attributed to countries based on the location where the entities operate. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |||
Cash flows from operating activities: | |||||||
Net loss | $ (764,867) | $ (563,215) | $ (6,928,407) | [1] | $ (805,730) | [1] | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Depreciation and amortization | 84,669 | 128,758 | |||||
Amortization of right-of-use assets | 108,490 | 137,324 | |||||
Amortization of discount on convertible notes | 89,281 | 160,077 | |||||
Amortization of debt issuance costs | 32,029 | 56,959 | |||||
Interest expense associated with accretion of convertible notes | 8,561,440 | ||||||
Interest expense associated with conversion of notes | 995,312 | 1,700,909 | |||||
Interest expense due to non-fulfillment of use of proceeds requirements | 1,105,256 | ||||||
Provision for bad debts | 13,743 | (28,911) | |||||
Fair value of shares issued for subscription fee | 144,120 | 144,120 | |||||
Reversal of write-off notes receivable | (3,000,000) | (3,000,000) | |||||
Impairment of other investment-related party | 3,246,000 | 3,246,000 | $ 0 | ||||
Gain on sale of real estate held of sale | (130,169) | ||||||
Loss on disposal of property and equipment | 114 | ||||||
Loss on disposal of a subsidiary | 125 | ||||||
Increase in cash surrender value on life insurance | (923) | ||||||
Loss on deconsolidation of controlled subsidiaries | 727 | ||||||
Change in fair value of derivative liabilities associated with warrants | (59,265) | 55,409 | (39,744) | 39,953 | |||
Change in fair value of options associated with convertible notes | (5,093,720) | ||||||
Gain on extinguishment of convertible notes | (1,611,379) | (1,611,379) | |||||
Changes in operating assets and liabilities: | |||||||
Accounts receivable, net | 103,576 | 152,716 | |||||
Prepaids and other current assets | 315 | (11,703) | |||||
Deferred costs of revenue | (16,732) | 21,424 | |||||
Accounts payable and accrued liabilities | 156,942 | (84,486) | |||||
Operating lease liabilities | (100,138) | (137,485) | |||||
Income tax payable | (13,601) | ||||||
Deferred revenue | 146,138 | (270,000) | |||||
Net cash used in operating activities | (1,331,655) | (871,698) | |||||
Cash flows from investing activities: | |||||||
Purchase of property and equipment | (35,133) | (2,042) | |||||
Purchase of other investments | (3,450) | ||||||
Proceeds from real estate held for sale | 48,448 | ||||||
Proceeds from sale of property and equipment | 93 | ||||||
Net decrease in cash due to deconsolidation of subsidiaries | (25,015) | ||||||
Net cash provided by (used in) investing activities | 9,865 | (26,964) | |||||
Cash flows from financing activities: | |||||||
Principal payments of loans secured by real estate | (80,705) | (71,921) | |||||
Advances (to) from related parties | (26,304) | 218,825 | |||||
Proceeds from convertible promissory notes, net | 5,210,000 | ||||||
Collection of notes receivable | 3,000,000 | ||||||
Convertible note redemptions paid in cash | (1,120,000) | ||||||
Net cash provided by financing activities | 6,982,991 | 146,904 | |||||
Effect of exchange rate changes in cash and cash equivalents | (8,674) | 54,484 | |||||
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | 5,652,527 | (697,274) | |||||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF PERIOD | 1,086,753 | 1,256,739 | 1,256,739 | ||||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD | 6,739,280 | 559,465 | 6,739,280 | 559,465 | $ 1,086,753 | ||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||||||
Cash paid for income tax | 3,645 | 16,769 | |||||
Cash paid for interest | 331,691 | 62,551 | |||||
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 | ||||||
Fair value of shares issued for other investments | $ 7,206,000 | $ 4,000,000 | 8,131,000 | 4,000,000 | |||
Fair value of shares issued from conversion of promissory note | 1,642,039 | ||||||
Beneficial conversion feature associated with convertible notes payable | 4,010,083 | ||||||
Reclassification of conversion option associated with convertible notes payable to additional paid in capital | 5,745,520 | ||||||
Derecognition of beneficial conversion feature value from additional paid in capital resulting from debt extinguishment | 2,891,800 | ||||||
Right-of-use assets and operating lease liabilities removed for terminated operating leases | $ 158,870 | ||||||
[1] | Revenues and costs are attributed to countries based on the location where the entities operate. |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2021 | |
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 six months ended June 30, 2021 and 2020, 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 June 30, 2021 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, 2020 was derived from the Company’s audited Consolidated Financial Statements as of and for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K/A filed with the SEC on April 12, 2021. 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 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 six months ended June 30, 2021, the Company incurred a net loss of $ 6,928,407 and used cash in operations of $ 1,331,655 . 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, 2020 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 June 30, 2021 and December 31, 2020, cash included funds held by employees of $ 19,643 10,911 SCHEDULE OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH As of June 30, 2021 As of December 31, 2020 (Unaudited) Cash, cash equivalents, and restricted cash Denominated in United States Dollars $ 4,393,140 $ 147,371 Denominated in Hong Kong Dollars 1,829,775 623,652 Denominated in Chinese Renminbi 339,788 270,014 Denominated in Malaysian Ringgit 176,577 45,716 Cash, cash equivalents, and restricted cash $ 6,739,280 $ 1,086,753 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 Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities At June 30, 2021, the Company had twenty three investments in equity securities without readily determinable fair values of related parties valued at $ 11,718,110 At December 31, 2020, the Company had nineteen investments in equity securities without readily determinable fair values of related parties valued at $ 6,829,660 Debt discount During the six months ended June 30, 2021, the Company incurred $ 570,000 160,077 Debt issuance costs During the six months ended June 30, 2021, the Company incurred direct costs associated with the issuance of convertible promissory notes, as described in Note 5, and recorded $ 290,000 56,959 Derivative financial instruments Derivative financial instruments consist of financial instruments that contain a notional amount and one or more underlying variables such as interest rate, security price, variable conversion rate or other variables, require no initial net investment and permit net settlement. The derivative financial instruments may be free-standing or embedded in other financial instruments. The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company follows the provision of ASC 815, Derivatives and Hedging 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 that 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 six months ended June 30, 2021 and 2020, 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 consolidated financial statements are presented in United States Dollars (“US$”), which is the functional and reporting currency of the Company. In addition, the Company’s operating subsidiaries maintain their books and records in their respective functional currency, which consists of the Malaysian Ringgit (“MYR”), Chinese Renminbi (“RMB”), Hong Kong Dollars (“HK$”) 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: SCHEDULE OF FOREIGN CURRENCIES TRANSLATION As of and for the six months ended June 30, 2021 2020 Period-end MYR : US$1 exchange rate 4.15 4.29 Period-average MYR : US$1 exchange rate 4.10 4.26 Period-end RMB : US$1 exchange rate 6.46 7.07 Period-average RMB : US$1 exchange rate 6.46 7.05 Period-end HK$ : US$1 exchange rate 7.77 7.75 Period-average HK$ : US$1 exchange rate 7.76 7.76 Period-end AU$ : US$1 exchange rate 1.33 1.45 Period-average AU$ : US$1 exchange rate 1.31 1.52 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 June 30, 2021 and December 31, 2020, the Company’s balance sheet includes Level 3 liabilities comprised of the fair value of derivative liabilities of $ 40,242 1,189,786 SCHEDULE OF FAIR VALUE OF EMBEDDED DERIVATIVE LIABILITIES Derivative liability Fair value as of December 31, 2020 $ 1,189,786 Net change in the fair value of derivative liability associated with warrants (39,744 ) Derecognition of derivative liability resulting from convertible note redemptions (1,109,800 ) Fair value as of June 30, 2021 (Unaudited) $ 40,242 Concentrations of risks For the three months ended June 30, 2021, two 40 23 17 three 51 22 19 10 one 28 three 48 28 10 10 two 22 12 10 For the three and six months ended June 30, 2021 and 2020, no vendor accounted for 10% or more of the Company’s cost of revenues. For the period ended June 30, 2021, three 47 21 15 11 two 34 20 14 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 | 6 Months Ended |
Jun. 30, 2021 | |
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 may record a liability if costs exceed revenue is determined. 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: SCHEDULE OF DISAGGREGATED REVENUE BASED ON REVENUE BY SERVICE LINES AND REVENUE BY GEOGRAPHIC AREA Three Months Ended June 30, 2021 2020 (Unaudited) (Unaudited) Revenue by service lines: Corporate advisory – Non-listing services $ 457,364 $ 355,075 Corporate advisory – Listing services 300,000 13,385 Rental of real estate properties 34,661 32,680 Total revenue $ 792,025 $ 401,140 Three Months Ended June 30, 2021 2020 (Unaudited) (Unaudited) Revenue by geographic area: Hong Kong $ 578,879 $ 248,980 Malaysia 146,940 107,312 China 66,206 44,848 Total revenue $ 792,025 $ 401,140 Six Months Ended June 30, 2021 2020 (Unaudited) (Unaudited) Revenue by service lines: Corporate advisory – Non-listing services $ 816,699 $ 806,788 Corporate advisory – Listing services 500,000 355,385 Rental of real estate properties 64,899 55,508 Sale of real estate properties 383,445 - Total revenue $ 1,765,043 $ 1,217,681 Six Months Ended June 30, 2021 2020 (Unaudited) (Unaudited) Revenue by geographic area: Hong Kong $ 1,340,487 $ 911,473 Malaysia 282,841 231,254 China 141,715 74,954 Total revenue $ 1,765,043 $ 1,217,681 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: SCHEDULE OF CHANGES IN DEFERRED REVENUE Six Months Ended June 30, 2021 (Unaudited) Deferred revenue, January 1, 2021 $ 1,634,075 New contract liabilities 646,138 Performance obligations satisfied (500,000 ) Deferred revenue, June 30, 2021 $ 1,780,213 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 June 30, 2021 and December 31, 2020 are classified as current assets or current liabilities and totaled: SCHEDULE OF DEFERRED REVENUE AND DEFERRED COSTS OF REVENUE As of June 30, 2021 As of December 31, 2020 (Unaudited) Deferred revenue $ 1,780,213 $ 1,634,075 Deferred costs of revenue $ 97,978 $ 81,246 |
OTHER INVESTMENTS
OTHER INVESTMENTS | 6 Months Ended |
Jun. 30, 2021 | |
Other Investments | |
OTHER INVESTMENTS | NOTE 3 - OTHER INVESTMENTS SCHEDULE OF OTHER INVESTMENTS As of As of June 30, 2021 December 31, 2020 (Unaudited) (A) Investment in equity securities without readily determinable fair values of affiliates: (1) Greenpro Trust Limited (a related party) $ 51,613 $ 51,613 (2) Other related parties 11,666,497 6,413,547 (B) Stock option (a related party) - 364,500 Total $ 11,718,110 $ 6,829,660 (A) Investment in equity securities without readily determinable fair values of affiliates (related parties): Equity securities without readily determinable fair values are investments in privately held companies without readily determinable market values. The Company adopted the guidance of ASC 321, Investments - Equity Securities, which allows an entity to measure investments in equity securities without a readily determinable fair value using a measurement alternative that measures these securities at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investment of same issuer (the “Measurement Alternative”). The fair value of equity securities without readily determinable fair values that have been remeasured due to impairment are classified within Level 3. Management assesses each of these investments on an individual basis. Additionally, on a quarterly basis, management is required to make a qualitative assessment of whether the investment is impaired. For the three and six months ended June 30, 2021, the Company recognized an impairment loss of $ 3,246,000 In addition, the Company held equity securities without readily determinable fair values that were recorded at cost. For these cost method investments, we recorded as other investments in our condensed consolidated balance sheets. We reviewed all of our cost method investments quarterly to determine if impairment indicators were present; however, we were not required to determine fair value of these investments unless impairment indicators exist. When impairment indicators exist, we generally used discounted cash flow analyses to that the fair values of our cost method investments approximated or exceeded their carrying values as of June 30, 2021. At June 30, 2021 and December, 31 2020, the carrying values of equity securities without readily determinable fair values are as follows: SCHEDULE OF CARRYING VALUES OF EQUITY SECURITIES WITHOUT READILY DETERMINABLE FAIR VALUES As of As of June 30, 2021 December 31, 2020 (Unaudited) Original cost $ 15,338,339 $ 6,839,389 Unrealized gains (losses) - - Provision for impairment or decline in value (3,620,229 ) (374,229 ) Equity securities without readily determinable fair values, net $ 11,718,110 $ 6,465,160 The Company had cost method investments with a carrying value of $ 11,718,110 6,465,160 (a) Angkasa-X Holdings Corp.: On February 3, 2021, Greenpro Venture Capital Limited, a subsidiary of the Company (“GVCL”) entered into a subscription agreement with Angkasa-X Holdings Corp., a British Virgin Islands corporation, which principally provides internet connectivity to rural areas in Southeast Asia (“Angkasa”). Pursuant to the agreement, GVCL acquired 28,000,000 2,800 0.0001 2,800 (b) First Bullion Holdings Inc.: On February 17, 2021, First Bullion Holdings Inc. (“FBHI”), a British Virgin Islands corporation, issued to our wholly owned subsidiary, GVCL, 160,000 8 20,000,000 In partial consideration of the FBHI shares, the Company had previously issued 250,000 restricted shares of its Common Stock on December 11, 2020 at $ 364,500 or $ 1.458 per share. The Company agreed to issue an additional 342,592 restricted shares of its Common Stock 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. On February 26, 2021, the Company issued 342,592 2.70 925,000 At June 30, 2021, together with the 10 200,000 1,000,000 1.458 360,000 18 2,289,000 (c) Simson Wellness Tech. Corp.: On February 19, 2021, GVCL entered into a subscription agreement with Simson Wellness Tech. Corp., a Nevada corporation, which is a digital platform that acts as middleware for distribution of optical products (“Simson”). Pursuant to the agreement, GVCL acquired 5,000,000 shares of common stock of Simson at a price of $ 500 or $ 0.0001 per share. The investment was recognized at historical cost of $ 500 under other investments. (d) Innovest Energy Fund: On February 11, 2021, Greenpro Resources Limited, a subsidiary of the Company (“GRL”) entered into a subscription agreement with Innovest Energy Fund, a global multi-asset fund incorporated in the Cayman Island, and is principally engaged in developing a multi-faceted suite of products and services for the cryptocurrency industry and economy (the “Fund”). Pursuant to the agreement, GRL agreed to subscribe for $ 7,206,000 worth of Class B shares of the Fund by issuing 3,000,000 restricted shares of the Company’s Common Stock, par value $ 0.0001 per share, valued at $ 7,206,000 to the Fund. On April 7, 2021, the Company issued 3,000,000 60,000 144,120 2.402 At June 30, 2021, the Company determined that its investment in the Fund was impaired and revalued at $ 3,960,000 3,246,000 (e) Jocom Holdings Corp.: On June 2, 2021, GVCL entered into a subscription agreement with Jocom Holdings Corp., a Nevada corporation, which operates a Malaysia-based m-commerce platform specializing in online grocery shopping via smartphones (“Jocom”). Pursuant to the agreement, GVCL acquired 1,500,000 shares of common stock of Simson at a price of $ 150 or $ 0.0001 per share. The investment was recognized at historical cost of $ 150 under other investments. Impairment of other investments For the three and six months ended June 30, 2021, the Company recognized an impairment loss of $ 3,246,000 no |
OPERATING LEASES
OPERATING LEASES | 6 Months Ended |
Jun. 30, 2021 | |
Operating Leases | |
OPERATING LEASES | NOTE 4 - OPERATING LEASES The Company has two separate operating lease agreements for one office space in Hong Kong with remaining lease terms of 20.5 9 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 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: SCHEDULE OF COMPONENTS OF LEASE EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION Six Months Ended (Unaudited) Lease Cost Operating lease cost (included in general and administrative expenses in the Company’s unaudited condensed statement of operations) $ 127,568 Other Information Cash paid for amounts included in the measurement of lease liabilities for the six months ended June 30, 2021 $ 103,060 Weighted average remaining lease term – operating leases (in years) 1.71 Average discount rate – operating leases 4.0 % The supplemental balance sheet information related to leases for the period is as follows: SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASES As of June 30, 2021 (Unaudited) Operating leases Long-term right-of-use assets $ 142,305 Short-term operating lease liabilities $ 88,217 Long-term operating lease liabilities 64,282 Total operating lease liabilities $ 152,499 Maturities of the Company’s lease liabilities are as follows: SCHEDULE OF MATURITIES OF LEASE LIABILITIES As of June 30, 2021 Year Ending Operating Leases (Unaudited) 2021 (remaining 6 months) $ 46,355 2022 92,711 2023 18,941 Total lease payments 158,007 Less: Imputed interest/present value discount (5,508 ) Present value of lease liabilities $ 152,499 Lease expenses were $ 49,924 127,568 71,303 172,030 |
CONVERTIBLE NOTES PAYABLE, NET
CONVERTIBLE NOTES PAYABLE, NET | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE, NET | NOTE 5 - CONVERTIBLE NOTES PAYABLE, NET Convertible Notes issued in October 2020: Convertible Note Financing with Streeterville Capital, LLC, FirstFire Global Opportunities Fund, LLC and Granite Global Value Investments Ltd. On October 13, 2020, the Company issued three unsecured convertible promissory notes to Streeterville Capital, LLC, FirstFire Global Opportunities Fund, LLC and Granite Global Value Investments Ltd. (collectively, the “Investors”), respectively. The notes were issued with combined principal amount of $ 1,790,000 190,000 130,000 10 contractual maturity of 18 months since the issuance Investor Conversion and Early Redemption Options At the Investors’ option, the notes can be converted in Company’s Common Stock at any time at the conversion price of $ 1 The Investors have an option to redeem the notes prior to their contractual maturity (put option) but not before 6 months since the issuance date. If the put option is exercised, Investors’ monthly redemption amounts including principal and face interest are capped at $ 108,000 0.75 The Investors have an option to demand the repayment of debt upon default, as defined in the terms of the notes. Issuer Early Redemption Option The Company has an option to prepay the notes ahead of contractual maturity at 120 % of the outstanding balance of the note. The Company assessed the Investors’ conversion option for the scope exception for contracts involving a reporting entity’s own equity. The Company concluded that the conversion option is indexed to Company’s own stock, is considered “conventional” and can be classified in Company’s stockholders’ equity. The conversion option was not separated from but presented as part of the debt instrument. Investors’ conversion option was determined to be in the money at the commitment date. The non-detachable option was determined to be a beneficial conversion feature measured at the intrinsic value and recorded in Company’s additional paid-in capital. The intrinsic value was determined by calculating the initial effective conversion price. Effective conversion price was calculated as the ratio between the total proceeds allocated to the convertible instrument and the number of shares into which it is convertible. The proceeds allocated to the conversion instrument were impacted by the initial issuance discount. The number of shares issuable under the terms of the conversion option was 1,790,000 995,500 The Company assessed Investors’ put option and Investors’ option to redeem the debt upon default using bifurcation guidance per ASC 815-15, Embedded Derivatives. The Company concluded that economic characteristics and risks of Investors’ put option are not considered clearly and closely related to debt host and that Investors’ put option should be separated from the host instrument. The Company noted that certain events triggering the default including fundamental transaction and non-compliance with listing requirements are not directly related to Company’s creditworthiness. Economic characteristics and risks of Investors’ put option triggered by the occurrence of such events are not considered clearly and closely related to the economic characteristics and risks of the host instrument. Investors’ put option and the option to redeem the debt upon default triggered by events not directly linked to Company’s creditworthiness were separated from the debt instrument and presented as a “compound” derivative liability (see Note 6). Estimated fair value of the derivative liability, $ 408,800 489,100 1,306,700 148,000 178,500 474,500 832,200 At October 13, 2020, net carrying value of three short-term convertible notes issued on October 13, 2020 is as follows: SCHEDULE OF CARRYING VALUE OF SHORT-TERM CONVERTIBLE NOTES At Issuance October 13, 2020 Face value of convertible notes $ 1,790,000 Initial discount (190,000 ) Discount related to debt issuance costs (130,000 ) Discount related to beneficial conversion feature (995,500 ) Discount related to put options (474,500 ) Net carrying value of convertible notes payable $ - On April 14, 2021, Streeterville Capital, LLC (“Streeterville”), exercised an option defined in the terms of the convertible promissory note issued by the Company on October 13, 2020, to redeem the note after 6 months from issuance date, at a conversion price of $ 1 per share. The note was repaid upon issuance of 704,738 restricted shares of the Company’s Common Stock to Streeterville on April 16, 2021. On April 12 and 16, 2021, the Company exercised an option defined in the terms of the convertible promissory notes issued to FirstFire Global Opportunities Fund, LLC (“FirstFire”) and Granite Global Value Investments Ltd. (“Granite”) on October 13, 2020, to prepay the notes ahead of contractual maturity of April 12, 2022 at 120% of the notes’ principal value and accrued and unpaid face interest. The notes issued to FirstFire and Granite with additional charge for early redemption of $ 235,638 , were repaid with cash of $ 705,600 and $ 707,515 , respectively on April 19, 2021. At June 30, 2021, fair value of the derivative liability related to Investors’ early redemption options, resulting from redemption of notes was zero Convertible Note issued in January 2021: Convertible Note Financing with Streeterville Capital, LLC On January 8, 2021, the Company entered into a securities purchase agreement with Streeterville Capital, LLC, an accredited investor (“Streeterville”), pursuant to which the Company issued and sold to Streeterville in a private placement an unsecured convertible promissory note in the original principal amount $ 1,660,000 1.00 150,000 10,000 1,500,000 10,000 90,000 1,410,000 The note may be prepaid by the Company in an amount equal to 120 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 Streeterville’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 Streeterville; (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 Streeterville; (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 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 At January 8, 2021, net carrying value of a short-term convertible note issued on January 8, 2021 is as follows: SCHEDULE OF CARRYING VALUE OF SHORT-TERM CONVERTIBLE NOTES At Issuance January 8, 2021 (Unaudited) Face value of convertible note $ 1,660,000 Initial discount (160,000 ) Discount related to debt issuance costs (90,000 ) Discount related to beneficial conversion feature (1,410,000 ) Net carrying value of convertible note payable $ - Convertible Note issued in February 2021: Convertible Note Financing with Streeterville Capital, LLC On February 11, 2021, the Company entered into a securities purchase agreement with Streeterville Capital, LLC, an accredited investor (“Streeterville”), pursuant to which the Company issued and sold to Streeterville in a private placement an unsecured convertible promissory note in the original principal amount $ 4,410,000 1.50 400,000 10,000 4,000,000 10,000 3,800,000 The Company has covenanted to use part of the proceeds from the note to repay the outstanding notes it issued to FirstFire Global Opportunities Fund, LLC (“FirstFire”) and Granite Global Value Investments Ltd. (“Granite”) in relation to their respective securities purchase agreement signed on October 13, 2020. The note may be prepaid by the Company in an amount equal to 120 On February 21, 2021, the Company entered into an amendment to convertible promissory note with Streeterville. Pursuant to the amendment, the obligation in Section 1.3 of the note to repay the outstanding note issued to EMA Financial, LLC within fifteen (15) days of the Effective Date is deleted from the note. Events of Default under the note include the same Events of Default listed above under the description of the Streeterville convertible note financing on January 8, 2021. In the case of an Event of Default, interest shall accrue under the note at the annual rate of 22 At February 11, 2021, net carrying value of a short-term convertible note issued on February 11, 2021 is as follows: SCHEDULE OF CARRYING VALUE OF SHORT-TERM CONVERTIBLE NOTES At Issuance February 11, 2021 (Unaudited) Face value of convertible note $ 4,410,000 Initial discount (410,000 ) Discount related to debt issuance costs (200,000 ) Discount related to conversion option (3,800,000 ) Net carrying value of convertible notes payable $ - Pursuant to the obligation in Section 1.3 of the note issued to Streeterville on February 11, 2021, the Company agreed to use the proceeds received hereunder to repay the outstanding At February 26, 2021 (the Repayment Date), net carrying value of a short-term convertible note issued on February 11, 2021 is as follows: SCHEDULE OF CARRYING VALUE OF SHORT-TERM CONVERTIBLE NOTES At Repayment Date February 26, 2021 (Unaudited) Face value of convertible note $ 4,410,000 Accrued interest from February 11 to February 26, 2021 11,025 Outstanding Balance (before additional 25 4,421,025 Additional 25 1,105,256 Outstanding Balance (after additional 25 5,526,281 Initial discount (403,736 ) Discount related to debt issuance costs (197,680 ) Discount related to conversion option (3,737,248 ) Discount related to beneficial conversion feature (1,065,380 ) Net carrying value of convertible notes payable $ 122,237 The Company amortized debt discount associated with the derivative liability using the straight-line method. Amount of unamortized debt discount including initial issuance discount, transaction cost, beneficial conversion feature, and separated derivative liability was $ 5,424,545 1,647,527 Summary of convertible debt’s interest expense is as follows: SUMMARY OF CONVERTIBLE DEBT'S INTEREST EXPENSE Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 (Unaudited) (Unaudited) Coupon interest $ 188,717 $ 328,409 Amortization of discount on convertible notes 89,281 160,077 Amortization of debt issuance costs 32,029 56,959 Interest expense associated with conversion of notes 995,312 1,700,909 Interest expense associated with accretion of convertible notes payable - 8,561,440 Interest expense due to non-fulfillment of use of proceeds requirements - 1,105,256 Additional charge for early redemption 235,638 235,638 Total $ 1,540,977 $ 12,148,688 All convertible promissory notes were classified as short-term due to lender’s earlier redemption or put option. At June 30, 2021 and December 31, 2020, carrying values of the short-term convertible notes are as follows: SCHEDULE OF CARRYING VALUE OF SHORT-TERM CONVERTIBLE NOTES June 30, December 31, (Unaudited) Face value of convertible notes $ 7,860,000 $ 1,790,000 Additional 25 1,105,256 - Initial discount (584,801 ) (174,878 ) Discount related to debt issuance costs (356,261 ) (123,220 ) Discount related to beneficial conversion feature (2,736,110 ) (943,584 ) Discount related to put options (327,631 ) (405,845 ) Discount related to conversion option (2,872,661 ) - Redemptions (337,080 ) - Net convertible notes payable 1,750,712 142,473 Accrued interest during the period / year 274,936 38,742 Carrying value of convertible notes payable $ 2,025,648 $ 181,215 Contractual maturities on the convertible debt and carrying value are as follows: SCHEDULE OF MATURITIES OF CONVERTIBLE DEBT June 30, 2021 Period ending June 30, 2022 $ 8,248,782 Less: Interest (6,223,134 ) Carrying value $ 2,025,648 The Company determined the fair value of debt to be $ 7,992,100 3,669,500 Components and costs of two convertible promissory notes issued during the period ended June 30, 2021 are as follows: SCHEDULE OF CONVERTIBLE PROMISSORY NOTES Six Months Ended June 30, 2021 (Unaudited) Original Principal Amount $ 6,070,000 Less: Original issue discount (OID) (550,000 ) Less: Transaction Expense Amount (20,000 ) Purchase Price 5,500,000 Less: Broker Fee (290,000 ) Net proceeds $ 5,210,000 |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 6 Months Ended |
Jun. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | NOTE 6 - DERIVATIVE LIABILITIES SCHEDULE OF DERIVATIVE LIABILITIES As of As of June 30, 2021 December 31, 2020 (Unaudited) Fair value of warrants $ 40,242 $ 79,986 Fair value of options associated with convertible promissory notes - 1,109,800 Total $ 40,242 $ 1,189,786 At June 30, 2021, the Company has outstanding warrants exercisable into 53,556 shares of the Company’s Common Stock. The strike 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, 2020, the balance of the derivative liabilities related to warrants was $ 79,986 39,744 40,242 The derivative liabilities related to warrants were valued using the Black-Scholes-Merton valuation model with the following assumptions: SCHEDULE OF ESTIMATED DERIVATIVE LIABILITIES AT FAIR VALUE ASSUMPTIONS As of As of June 30, 2021 December 31, 2020 (Unaudited) Risk-free interest rate $ 2.1 % $ 1.7 % Expected volatility 178 % 181 % Contractual life (in years) 2.0 2.4 Expected dividend yield 0.00 % 0.00 % Fair value of warrants $ 40,242 $ 79,986 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. For the six months ended June 30, 2021, the Company recognized a gain of $ 39,744 associated with the revaluation of above derivative liability. Convertible debt early redemption options On October 13, 2020, the Company issued three unsecured convertible promissory notes with certain Investors’ early redemption options, that are considered derivative liabilities (see Note 5). On April 14, 2021, Streeterville Capital, LLC (“Streeterville”), exercised an option defined in the terms of the convertible promissory note issued by the Company on October 13, 2020, to redeem the note after 6 months from issuance date, at a conversion price of $ 1 per share. The note was repaid upon 704,738 restricted shares of the Company’s Common Stock were issued to Streeterville on April 16, 2021. On April 12 and 16, 2021, the Company exercised an option defined in the terms of the convertible promissory notes issued to FirstFire Global Opportunities Fund, LLC (“FirstFire”) and Granite Global Value Investments Ltd. (“Granite”) on October 13, 2020, to prepay the notes ahead of contractual maturity of April 12, 2022 at 120 % of the notes’ principal value and accrued and unpaid face interest. The notes issued to FirstFire and Granite with additional charge for early redemption of $ 235,638 , were repaid with cash of $ 705,600 and $ 707,515 , respectively on April 19, 2021. At June 30, 2021, fair value of the derivative liability related to Investors’ early redemption options, resulting from redemption of notes was zero The Company used Trinomial Option Pricing Model to estimate the fair value of the derivative liability related to Investors’ early redemption options. The derivative liability was classified within Level 3 of the fair value hierarchy because certain unobservable inputs were used in the valuation model. The Company estimated the fair value of the derivative liability to be $ 0 1,109,800 The Company estimated the fair value of derivative liabilities using the following assumptions: SCHEDULE OF ESTIMATED DERIVATIVE LIABILITIES AT FAIR VALUE ASSUMPTIONS As of As of June 30, 2021 December 31, 2020 (Unaudited) Risk free rate 0.00 % 0.11 % Fair value of underlying stock $ - $ 2.05 Expected term (in years) - 1.28 Stock price volatility - % 206.17 % Expected dividend yield 0.00 % 0.00 % Fair value of options $ - $ 1,109,800 At June 30, 2021, the fair value of derivative liability was zero |
WARRANTS
WARRANTS | 6 Months Ended |
Jun. 30, 2021 | |
Warrants | |
WARRANTS | NOTE 7 - WARRANTS In 2018, the Company issued warrants exercisable into 53,556 7.20 expire in 2023 SUMMARY OF WARRANTS ACTIVITY Remaining Number Contractual of Exercise Life Shares Price (in Years) Warrants outstanding at December 31, 2020 53,556 $ 7.20 Granted - - Exercised - - Expired - - Warrants outstanding at June 30, 2021 53,556 $ 7.20 2.0 Warrants exercisable at June 30, 2021 53,556 $ 7.20 2.0 At June 30, 2021, the intrinsic value of outstanding warrants was zero |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 8 - RELATED PARTY TRANSACTIONS SCHEDULE OF DUE FROM RELATED PARTIES Due from related parties: June 30, 2021 December 31, 2020 (Unaudited) Accounts receivable, net Due from related party B (net of allowance of $ 41 8,025 $ 41 $ 152,475 Due from related parties Due from related party D 36 - Due from related party G 1,225 2,320 Due from related party H 60,000 60,000 Total $ 61,302 $ 214,795 SCHEDULE OF DUE TO RELATED PARTIES Due to related parties: June 30, 2021 December 31, 2020 (Unaudited) Due to related party A $ 9,922 $ 586 Due to related party B 16,053 9,580 Due to related party G 5,022 - Due to related party I 1,698 - Due to related party J 704,601 744,428 Due to related party K 346,408 354,047 Total $ 1,083,704 $ 1,108,641 SCHEDULE OF REVENUE AND EXPENSE TRANSACTIONS OF RELATED PARTIES For the six months ended June 30, Related party revenue and expense transactions: 2021 2020 (Unaudited) (Unaudited) Service revenue from related parties - Related party A $ 79,391 $ 18,709 - Related party B 563,073 73,174 - Related party C 115 831 - Related party D 16,579 5,911 - Related party E 3,819 9,390 - Related party G 1,427 - - Related party I 585 - - Related party K - (44 ) Total $ 664,989 $ 107,971 Cost of service revenue to related parties - Related party B $ - $ 2,190 Total $ - $ 2,190 General and administrative expenses to related parties - Related party A $ 4,397 $ 180 - Related party B 1,932 1,932 - Related party D 644 - - Related party G - 934 Total $ 6,973 $ 3,046 Impairment of other investments with related parties: - Related party B $ 3,246,000 $ - Total $ 3,246,000 $ - 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 18 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. 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 currently have an approximate 48 49 368,265 368,265 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 the noncontrolling interest in the Company’s subsidiary that owns its real estate held for sale. The amounts due to Related party J are unsecured, bear no interest, are payable on demand, and related to the initial acquisition of the real estate held for sale. Related party K represents shareholders and directors of the Company. Due to Related party K 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. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 6 Months Ended |
Jun. 30, 2021 | |
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 ● 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: SCHEDULE OF SEGMENT INFORMATION (a) By Categories For the six months ended June 30, 2021 (Unaudited) Real estate business Service business Corporate Total Revenues $ 448,344 $ 1,316,699 $ - $ 1,765,043 Cost of revenues 278,582 171,570 - 450,152 Depreciation and amortization 78,352 1,556 4,761 84,669 Net income (loss) 152,930 (3,842,690 ) (3,238,647 ) (6,928,407 ) Total assets 2,440,299 14,953,540 7,946,633 25,340,472 Capital expenditures for long-lived assets $ - $ 7,241,133 $ 928,450 $ 8,169,583 For the six months ended June 30, 2020 (Unaudited) Real estate business Service business Corporate Total Revenues $ 55,508 $ 1,162,173 $ - $ 1,217,681 Cost of revenues 26,241 200,444 - 226,685 Depreciation and amortization 75,148 48,515 5,095 128,758 Net income (loss) 10,497 (508,569 ) (307,658 ) (805,730 ) Total assets 2,466,329 4,936,420 4,123,285 11,526,034 Capital expenditures for long-lived assets $ - $ 2,042 $ 4,000,000 $ 4,002,042 (b) By Geography* For the six months ended June 30, 2021 (Unaudited) Hong Kong Malaysia China Total Revenues $ 1,340,487 $ 282,841 $ 141,715 $ 1,765,043 Cost of revenues 336,728 98,958 14,466 450,152 Depreciation and amortization 6,149 16,819 61,701 84,669 Net income (loss) (6,804,232 ) 154,917 (279,092 ) (6,928,407 ) Total assets 20,020,037 1,168,435 4,152,000 25,340,472 Capital expenditures for long-lived assets $ 8,169,225 $ 2,079 $ 2,279 $ 8,169,583 For the six months ended June 30, 2020 (Unaudited) Hong Kong Malaysia China Total Revenues $ 911,473 $ 231,254 $ 74,954 $ 1,217,681 Cost of revenues 131,956 93,736 993 226,685 Depreciation and amortization 52,665 17,079 59,014 128,758 Net loss (474,989 ) (75,760 ) (254,981 ) (805,730 ) Total assets 7,679,172 910,594 2,936,268 11,526,034 Capital expenditures for long-lived assets $ 4,000,000 $ 2,042 $ - $ 4,002,042 * Revenues and costs are attributed to countries based on the location where the entities operate. |
ORGANIZATION AND SUMMARY OF S_2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
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 six months ended June 30, 2021 and 2020, 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 June 30, 2021 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, 2020 was derived from the Company’s audited Consolidated Financial Statements as of and for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K/A filed with the SEC on April 12, 2021. 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 |
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 six months ended June 30, 2021, the Company incurred a net loss of $ 6,928,407 and used cash in operations of $ 1,331,655 . 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, 2020 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 June 30, 2021 and December 31, 2020, cash included funds held by employees of $ 19,643 10,911 SCHEDULE OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH As of June 30, 2021 As of December 31, 2020 (Unaudited) Cash, cash equivalents, and restricted cash Denominated in United States Dollars $ 4,393,140 $ 147,371 Denominated in Hong Kong Dollars 1,829,775 623,652 Denominated in Chinese Renminbi 339,788 270,014 Denominated in Malaysian Ringgit 176,577 45,716 Cash, cash equivalents, and restricted cash $ 6,739,280 $ 1,086,753 |
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 Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities At June 30, 2021, the Company had twenty three investments in equity securities without readily determinable fair values of related parties valued at $ 11,718,110 At December 31, 2020, the Company had nineteen investments in equity securities without readily determinable fair values of related parties valued at $ 6,829,660 |
Debt discount | Debt discount During the six months ended June 30, 2021, the Company incurred $ 570,000 160,077 |
Debt issuance costs | Debt issuance costs During the six months ended June 30, 2021, the Company incurred direct costs associated with the issuance of convertible promissory notes, as described in Note 5, and recorded $ 290,000 56,959 |
Derivative financial instruments | Derivative financial instruments Derivative financial instruments consist of financial instruments that contain a notional amount and one or more underlying variables such as interest rate, security price, variable conversion rate or other variables, require no initial net investment and permit net settlement. The derivative financial instruments may be free-standing or embedded in other financial instruments. The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company follows the provision of ASC 815, Derivatives and Hedging 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 that 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 six months ended June 30, 2021 and 2020, 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 consolidated financial statements are presented in United States Dollars (“US$”), which is the functional and reporting currency of the Company. In addition, the Company’s operating subsidiaries maintain their books and records in their respective functional currency, which consists of the Malaysian Ringgit (“MYR”), Chinese Renminbi (“RMB”), Hong Kong Dollars (“HK$”) 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: SCHEDULE OF FOREIGN CURRENCIES TRANSLATION As of and for the six months ended June 30, 2021 2020 Period-end MYR : US$1 exchange rate 4.15 4.29 Period-average MYR : US$1 exchange rate 4.10 4.26 Period-end RMB : US$1 exchange rate 6.46 7.07 Period-average RMB : US$1 exchange rate 6.46 7.05 Period-end HK$ : US$1 exchange rate 7.77 7.75 Period-average HK$ : US$1 exchange rate 7.76 7.76 Period-end AU$ : US$1 exchange rate 1.33 1.45 Period-average AU$ : US$1 exchange rate 1.31 1.52 |
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 June 30, 2021 and December 31, 2020, the Company’s balance sheet includes Level 3 liabilities comprised of the fair value of derivative liabilities of $ 40,242 1,189,786 SCHEDULE OF FAIR VALUE OF EMBEDDED DERIVATIVE LIABILITIES Derivative liability Fair value as of December 31, 2020 $ 1,189,786 Net change in the fair value of derivative liability associated with warrants (39,744 ) Derecognition of derivative liability resulting from convertible note redemptions (1,109,800 ) Fair value as of June 30, 2021 (Unaudited) $ 40,242 |
Concentrations of risks | Concentrations of risks For the three months ended June 30, 2021, two 40 23 17 three 51 22 19 10 one 28 three 48 28 10 10 two 22 12 10 For the three and six months ended June 30, 2021 and 2020, no vendor accounted for 10% or more of the Company’s cost of revenues. For the period ended June 30, 2021, three 47 21 15 11 two 34 20 14 |
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) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SCHEDULE OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | SCHEDULE OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH As of June 30, 2021 As of December 31, 2020 (Unaudited) Cash, cash equivalents, and restricted cash Denominated in United States Dollars $ 4,393,140 $ 147,371 Denominated in Hong Kong Dollars 1,829,775 623,652 Denominated in Chinese Renminbi 339,788 270,014 Denominated in Malaysian Ringgit 176,577 45,716 Cash, cash equivalents, and restricted cash $ 6,739,280 $ 1,086,753 |
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: SCHEDULE OF FOREIGN CURRENCIES TRANSLATION As of and for the six months ended June 30, 2021 2020 Period-end MYR : US$1 exchange rate 4.15 4.29 Period-average MYR : US$1 exchange rate 4.10 4.26 Period-end RMB : US$1 exchange rate 6.46 7.07 Period-average RMB : US$1 exchange rate 6.46 7.05 Period-end HK$ : US$1 exchange rate 7.77 7.75 Period-average HK$ : US$1 exchange rate 7.76 7.76 Period-end AU$ : US$1 exchange rate 1.33 1.45 Period-average AU$ : US$1 exchange rate 1.31 1.52 |
SCHEDULE OF FAIR VALUE OF EMBEDDED DERIVATIVE LIABILITIES | SCHEDULE OF FAIR VALUE OF EMBEDDED DERIVATIVE LIABILITIES Derivative liability Fair value as of December 31, 2020 $ 1,189,786 Net change in the fair value of derivative liability associated with warrants (39,744 ) Derecognition of derivative liability resulting from convertible note redemptions (1,109,800 ) Fair value as of June 30, 2021 (Unaudited) $ 40,242 |
REVENUE FROM CONTRACTS WITH C_2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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: SCHEDULE OF DISAGGREGATED REVENUE BASED ON REVENUE BY SERVICE LINES AND REVENUE BY GEOGRAPHIC AREA Three Months Ended June 30, 2021 2020 (Unaudited) (Unaudited) Revenue by service lines: Corporate advisory – Non-listing services $ 457,364 $ 355,075 Corporate advisory – Listing services 300,000 13,385 Rental of real estate properties 34,661 32,680 Total revenue $ 792,025 $ 401,140 Three Months Ended June 30, 2021 2020 (Unaudited) (Unaudited) Revenue by geographic area: Hong Kong $ 578,879 $ 248,980 Malaysia 146,940 107,312 China 66,206 44,848 Total revenue $ 792,025 $ 401,140 Six Months Ended June 30, 2021 2020 (Unaudited) (Unaudited) Revenue by service lines: Corporate advisory – Non-listing services $ 816,699 $ 806,788 Corporate advisory – Listing services 500,000 355,385 Rental of real estate properties 64,899 55,508 Sale of real estate properties 383,445 - Total revenue $ 1,765,043 $ 1,217,681 Six Months Ended June 30, 2021 2020 (Unaudited) (Unaudited) Revenue by geographic area: Hong Kong $ 1,340,487 $ 911,473 Malaysia 282,841 231,254 China 141,715 74,954 Total revenue $ 1,765,043 $ 1,217,681 |
SCHEDULE OF CHANGES IN 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: SCHEDULE OF CHANGES IN DEFERRED REVENUE Six Months Ended June 30, 2021 (Unaudited) Deferred revenue, January 1, 2021 $ 1,634,075 New contract liabilities 646,138 Performance obligations satisfied (500,000 ) Deferred revenue, June 30, 2021 $ 1,780,213 |
SCHEDULE OF DEFERRED REVENUE AND DEFERRED COSTS OF REVENUE | Deferred revenue and deferred costs of revenue at June 30, 2021 and December 31, 2020 are classified as current assets or current liabilities and totaled: SCHEDULE OF DEFERRED REVENUE AND DEFERRED COSTS OF REVENUE As of June 30, 2021 As of December 31, 2020 (Unaudited) Deferred revenue $ 1,780,213 $ 1,634,075 Deferred costs of revenue $ 97,978 $ 81,246 |
OTHER INVESTMENTS (Tables)
OTHER INVESTMENTS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Other Investments | |
SCHEDULE OF OTHER INVESTMENTS | SCHEDULE OF OTHER INVESTMENTS As of As of June 30, 2021 December 31, 2020 (Unaudited) (A) Investment in equity securities without readily determinable fair values of affiliates: (1) Greenpro Trust Limited (a related party) $ 51,613 $ 51,613 (2) Other related parties 11,666,497 6,413,547 (B) Stock option (a related party) - 364,500 Total $ 11,718,110 $ 6,829,660 (A) Investment in equity securities without readily determinable fair values of affiliates (related parties): |
SCHEDULE OF CARRYING VALUES OF EQUITY SECURITIES WITHOUT READILY DETERMINABLE FAIR VALUES | At June 30, 2021 and December, 31 2020, the carrying values of equity securities without readily determinable fair values are as follows: SCHEDULE OF CARRYING VALUES OF EQUITY SECURITIES WITHOUT READILY DETERMINABLE FAIR VALUES As of As of June 30, 2021 December 31, 2020 (Unaudited) Original cost $ 15,338,339 $ 6,839,389 Unrealized gains (losses) - - Provision for impairment or decline in value (3,620,229 ) (374,229 ) Equity securities without readily determinable fair values, net $ 11,718,110 $ 6,465,160 |
OPERATING LEASES (Tables)
OPERATING LEASES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Operating Leases | |
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: SCHEDULE OF COMPONENTS OF LEASE EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION Six Months Ended (Unaudited) Lease Cost Operating lease cost (included in general and administrative expenses in the Company’s unaudited condensed statement of operations) $ 127,568 Other Information Cash paid for amounts included in the measurement of lease liabilities for the six months ended June 30, 2021 $ 103,060 Weighted average remaining lease term – operating leases (in years) 1.71 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: SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASES As of June 30, 2021 (Unaudited) Operating leases Long-term right-of-use assets $ 142,305 Short-term operating lease liabilities $ 88,217 Long-term operating lease liabilities 64,282 Total operating lease liabilities $ 152,499 |
SCHEDULE OF MATURITIES OF LEASE LIABILITIES | Maturities of the Company’s lease liabilities are as follows: SCHEDULE OF MATURITIES OF LEASE LIABILITIES As of June 30, 2021 Year Ending Operating Leases (Unaudited) 2021 (remaining 6 months) $ 46,355 2022 92,711 2023 18,941 Total lease payments 158,007 Less: Imputed interest/present value discount (5,508 ) Present value of lease liabilities $ 152,499 |
CONVERTIBLE NOTES PAYABLE, NET
CONVERTIBLE NOTES PAYABLE, NET (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
SCHEDULE OF CARRYING VALUE OF SHORT-TERM CONVERTIBLE NOTES | At June 30, 2021 and December 31, 2020, carrying values of the short-term convertible notes are as follows: SCHEDULE OF CARRYING VALUE OF SHORT-TERM CONVERTIBLE NOTES June 30, December 31, (Unaudited) Face value of convertible notes $ 7,860,000 $ 1,790,000 Additional 25 1,105,256 - Initial discount (584,801 ) (174,878 ) Discount related to debt issuance costs (356,261 ) (123,220 ) Discount related to beneficial conversion feature (2,736,110 ) (943,584 ) Discount related to put options (327,631 ) (405,845 ) Discount related to conversion option (2,872,661 ) - Redemptions (337,080 ) - Net convertible notes payable 1,750,712 142,473 Accrued interest during the period / year 274,936 38,742 Carrying value of convertible notes payable $ 2,025,648 $ 181,215 |
SUMMARY OF CONVERTIBLE DEBT'S INTEREST EXPENSE | Summary of convertible debt’s interest expense is as follows: SUMMARY OF CONVERTIBLE DEBT'S INTEREST EXPENSE Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 (Unaudited) (Unaudited) Coupon interest $ 188,717 $ 328,409 Amortization of discount on convertible notes 89,281 160,077 Amortization of debt issuance costs 32,029 56,959 Interest expense associated with conversion of notes 995,312 1,700,909 Interest expense associated with accretion of convertible notes payable - 8,561,440 Interest expense due to non-fulfillment of use of proceeds requirements - 1,105,256 Additional charge for early redemption 235,638 235,638 Total $ 1,540,977 $ 12,148,688 |
SCHEDULE OF MATURITIES OF CONVERTIBLE DEBT | Contractual maturities on the convertible debt and carrying value are as follows: SCHEDULE OF MATURITIES OF CONVERTIBLE DEBT June 30, 2021 Period ending June 30, 2022 $ 8,248,782 Less: Interest (6,223,134 ) Carrying value $ 2,025,648 |
SCHEDULE OF CONVERTIBLE PROMISSORY NOTES | Components and costs of two convertible promissory notes issued during the period ended June 30, 2021 are as follows: SCHEDULE OF CONVERTIBLE PROMISSORY NOTES Six Months Ended June 30, 2021 (Unaudited) Original Principal Amount $ 6,070,000 Less: Original issue discount (OID) (550,000 ) Less: Transaction Expense Amount (20,000 ) Purchase Price 5,500,000 Less: Broker Fee (290,000 ) Net proceeds $ 5,210,000 |
At Issuance October 13, 2020 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
SCHEDULE OF CARRYING VALUE OF SHORT-TERM CONVERTIBLE NOTES | At October 13, 2020, net carrying value of three short-term convertible notes issued on October 13, 2020 is as follows: SCHEDULE OF CARRYING VALUE OF SHORT-TERM CONVERTIBLE NOTES At Issuance October 13, 2020 Face value of convertible notes $ 1,790,000 Initial discount (190,000 ) Discount related to debt issuance costs (130,000 ) Discount related to beneficial conversion feature (995,500 ) Discount related to put options (474,500 ) Net carrying value of convertible notes payable $ - |
At Issuance January 8, 2021 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
SCHEDULE OF CARRYING VALUE OF SHORT-TERM CONVERTIBLE NOTES | At January 8, 2021, net carrying value of a short-term convertible note issued on January 8, 2021 is as follows: SCHEDULE OF CARRYING VALUE OF SHORT-TERM CONVERTIBLE NOTES At Issuance January 8, 2021 (Unaudited) Face value of convertible note $ 1,660,000 Initial discount (160,000 ) Discount related to debt issuance costs (90,000 ) Discount related to beneficial conversion feature (1,410,000 ) Net carrying value of convertible note payable $ - |
At Issuance February 11, 2021 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
SCHEDULE OF CARRYING VALUE OF SHORT-TERM CONVERTIBLE NOTES | At February 11, 2021, net carrying value of a short-term convertible note issued on February 11, 2021 is as follows: SCHEDULE OF CARRYING VALUE OF SHORT-TERM CONVERTIBLE NOTES At Issuance February 11, 2021 (Unaudited) Face value of convertible note $ 4,410,000 Initial discount (410,000 ) Discount related to debt issuance costs (200,000 ) Discount related to conversion option (3,800,000 ) Net carrying value of convertible notes payable $ - |
At Repayment Date February 26, 2021 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
SCHEDULE OF CARRYING VALUE OF SHORT-TERM CONVERTIBLE NOTES | At February 26, 2021 (the Repayment Date), net carrying value of a short-term convertible note issued on February 11, 2021 is as follows: SCHEDULE OF CARRYING VALUE OF SHORT-TERM CONVERTIBLE NOTES At Repayment Date February 26, 2021 (Unaudited) Face value of convertible note $ 4,410,000 Accrued interest from February 11 to February 26, 2021 11,025 Outstanding Balance (before additional 25 4,421,025 Additional 25 1,105,256 Outstanding Balance (after additional 25 5,526,281 Initial discount (403,736 ) Discount related to debt issuance costs (197,680 ) Discount related to conversion option (3,737,248 ) Discount related to beneficial conversion feature (1,065,380 ) Net carrying value of convertible notes payable $ 122,237 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
SCHEDULE OF DERIVATIVE LIABILITIES | SCHEDULE OF DERIVATIVE LIABILITIES As of As of June 30, 2021 December 31, 2020 (Unaudited) Fair value of warrants $ 40,242 $ 79,986 Fair value of options associated with convertible promissory notes - 1,109,800 Total $ 40,242 $ 1,189,786 |
Black-Scholes-Merton [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
SCHEDULE OF ESTIMATED DERIVATIVE LIABILITIES AT FAIR VALUE ASSUMPTIONS | The derivative liabilities related to warrants were valued using the Black-Scholes-Merton valuation model with the following assumptions: SCHEDULE OF ESTIMATED DERIVATIVE LIABILITIES AT FAIR VALUE ASSUMPTIONS As of As of June 30, 2021 December 31, 2020 (Unaudited) Risk-free interest rate $ 2.1 % $ 1.7 % Expected volatility 178 % 181 % Contractual life (in years) 2.0 2.4 Expected dividend yield 0.00 % 0.00 % Fair value of warrants $ 40,242 $ 79,986 |
Trinomial Option Pricing Model [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
SCHEDULE OF ESTIMATED DERIVATIVE LIABILITIES AT FAIR VALUE ASSUMPTIONS | The Company estimated the fair value of derivative liabilities using the following assumptions: SCHEDULE OF ESTIMATED DERIVATIVE LIABILITIES AT FAIR VALUE ASSUMPTIONS As of As of June 30, 2021 December 31, 2020 (Unaudited) Risk free rate 0.00 % 0.11 % Fair value of underlying stock $ - $ 2.05 Expected term (in years) - 1.28 Stock price volatility - % 206.17 % Expected dividend yield 0.00 % 0.00 % Fair value of options $ - $ 1,109,800 |
WARRANTS (Tables)
WARRANTS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Warrants | |
SUMMARY OF WARRANTS ACTIVITY | SUMMARY OF WARRANTS ACTIVITY Remaining Number Contractual of Exercise Life Shares Price (in Years) Warrants outstanding at December 31, 2020 53,556 $ 7.20 Granted - - Exercised - - Expired - - Warrants outstanding at June 30, 2021 53,556 $ 7.20 2.0 Warrants exercisable at June 30, 2021 53,556 $ 7.20 2.0 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF DUE FROM RELATED PARTIES | SCHEDULE OF DUE FROM RELATED PARTIES Due from related parties: June 30, 2021 December 31, 2020 (Unaudited) Accounts receivable, net Due from related party B (net of allowance of $ 41 8,025 $ 41 $ 152,475 Due from related parties Due from related party D 36 - Due from related party G 1,225 2,320 Due from related party H 60,000 60,000 Total $ 61,302 $ 214,795 |
SCHEDULE OF DUE TO RELATED PARTIES | SCHEDULE OF DUE TO RELATED PARTIES Due to related parties: June 30, 2021 December 31, 2020 (Unaudited) Due to related party A $ 9,922 $ 586 Due to related party B 16,053 9,580 Due to related party G 5,022 - Due to related party I 1,698 - Due to related party J 704,601 744,428 Due to related party K 346,408 354,047 Total $ 1,083,704 $ 1,108,641 |
SCHEDULE OF REVENUE AND EXPENSE TRANSACTIONS OF RELATED PARTIES | SCHEDULE OF REVENUE AND EXPENSE TRANSACTIONS OF RELATED PARTIES For the six months ended June 30, Related party revenue and expense transactions: 2021 2020 (Unaudited) (Unaudited) Service revenue from related parties - Related party A $ 79,391 $ 18,709 - Related party B 563,073 73,174 - Related party C 115 831 - Related party D 16,579 5,911 - Related party E 3,819 9,390 - Related party G 1,427 - - Related party I 585 - - Related party K - (44 ) Total $ 664,989 $ 107,971 Cost of service revenue to related parties - Related party B $ - $ 2,190 Total $ - $ 2,190 General and administrative expenses to related parties - Related party A $ 4,397 $ 180 - Related party B 1,932 1,932 - Related party D 644 - - Related party G - 934 Total $ 6,973 $ 3,046 Impairment of other investments with related parties: - Related party B $ 3,246,000 $ - Total $ 3,246,000 $ - |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
SCHEDULE OF SEGMENT INFORMATION | The Company had no inter-segment sales for the periods presented. Summarized financial information concerning the Company’s reportable segments is shown as below: SCHEDULE OF SEGMENT INFORMATION (a) By Categories For the six months ended June 30, 2021 (Unaudited) Real estate business Service business Corporate Total Revenues $ 448,344 $ 1,316,699 $ - $ 1,765,043 Cost of revenues 278,582 171,570 - 450,152 Depreciation and amortization 78,352 1,556 4,761 84,669 Net income (loss) 152,930 (3,842,690 ) (3,238,647 ) (6,928,407 ) Total assets 2,440,299 14,953,540 7,946,633 25,340,472 Capital expenditures for long-lived assets $ - $ 7,241,133 $ 928,450 $ 8,169,583 For the six months ended June 30, 2020 (Unaudited) Real estate business Service business Corporate Total Revenues $ 55,508 $ 1,162,173 $ - $ 1,217,681 Cost of revenues 26,241 200,444 - 226,685 Depreciation and amortization 75,148 48,515 5,095 128,758 Net income (loss) 10,497 (508,569 ) (307,658 ) (805,730 ) Total assets 2,466,329 4,936,420 4,123,285 11,526,034 Capital expenditures for long-lived assets $ - $ 2,042 $ 4,000,000 $ 4,002,042 (b) By Geography* For the six months ended June 30, 2021 (Unaudited) Hong Kong Malaysia China Total Revenues $ 1,340,487 $ 282,841 $ 141,715 $ 1,765,043 Cost of revenues 336,728 98,958 14,466 450,152 Depreciation and amortization 6,149 16,819 61,701 84,669 Net income (loss) (6,804,232 ) 154,917 (279,092 ) (6,928,407 ) Total assets 20,020,037 1,168,435 4,152,000 25,340,472 Capital expenditures for long-lived assets $ 8,169,225 $ 2,079 $ 2,279 $ 8,169,583 For the six months ended June 30, 2020 (Unaudited) Hong Kong Malaysia China Total Revenues $ 911,473 $ 231,254 $ 74,954 $ 1,217,681 Cost of revenues 131,956 93,736 993 226,685 Depreciation and amortization 52,665 17,079 59,014 128,758 Net loss (474,989 ) (75,760 ) (254,981 ) (805,730 ) Total assets 7,679,172 910,594 2,936,268 11,526,034 Capital expenditures for long-lived assets $ 4,000,000 $ 2,042 $ - $ 4,002,042 * Revenues and costs are attributed to countries based on the location where the entities operate. |
SCHEDULE OF CASH, CASH EQUIVALE
SCHEDULE OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Cash, cash equivalents, and restricted cash | $ 6,739,280 | $ 1,086,753 |
United States Dollars [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Cash, cash equivalents, and restricted cash | 4,393,140 | 147,371 |
Hong Kong Dollars [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Cash, cash equivalents, and restricted cash | 1,829,775 | 623,652 |
Chinese Renminbi [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Cash, cash equivalents, and restricted cash | 339,788 | 270,014 |
Malaysian Ringgit [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Cash, cash equivalents, and restricted cash | $ 176,577 | $ 45,716 |
SCHEDULE OF FOREIGN CURRENCIES
SCHEDULE OF FOREIGN CURRENCIES TRANSLATION (Details) | Jun. 30, 2021 | Jun. 30, 2020 |
Period-End MYR : US$1 Exchange Rate [Member] | ||
Trading Activity, Gains and Losses, Net [Line Items] | ||
Foreign currency exchange rate, translation | 4.15 | 4.29 |
Period-Average MYR : US$1 Exchange Rate [Member] | ||
Trading Activity, Gains and Losses, Net [Line Items] | ||
Foreign currency exchange rate, translation | 4.10 | 4.26 |
Period-End RMB : US$1 Exchange Rate [Member] | ||
Trading Activity, Gains and Losses, Net [Line Items] | ||
Foreign currency exchange rate, translation | 6.46 | 7.07 |
Period-Average RMB : US$1 Exchange Rate [Member] | ||
Trading Activity, Gains and Losses, Net [Line Items] | ||
Foreign currency exchange rate, translation | 6.46 | 7.05 |
Period-End /Average HK$ : US$1 Exchange Rate [Member] | ||
Trading Activity, Gains and Losses, Net [Line Items] | ||
Foreign currency exchange rate, translation | 7.77 | 7.75 |
Period-Average HK$ : US$1 Exchange Rate [Member] | ||
Trading Activity, Gains and Losses, Net [Line Items] | ||
Foreign currency exchange rate, translation | 7.76 | 7.76 |
Period-End AU$ : US$1 Exchange Rate [Member] | ||
Trading Activity, Gains and Losses, Net [Line Items] | ||
Foreign currency exchange rate, translation | 1.33 | 1.45 |
Period-Average AU$ : US$1 Exchange Rate [Member] | ||
Trading Activity, Gains and Losses, Net [Line Items] | ||
Foreign currency exchange rate, translation | 1.31 | 1.52 |
SCHEDULE OF FAIR VALUE OF EMBED
SCHEDULE OF FAIR VALUE OF EMBEDDED DERIVATIVE LIABILITIES (Details) | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Fair value at beginning of period | $ 1,189,786 |
Net change in the fair value of derivative liability associated with warrants | (39,744) |
Derecognition of derivative liability resulting from convertible note redemptions | (1,109,800) |
Fair value at end of period | $ 40,242 |
ORGANIZATION AND SUMMARY OF S_4
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2021USD ($)Integer | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)Integer | Jun. 30, 2020USD ($)Integershares | Dec. 31, 2020USD ($) | |||
Product Information [Line Items] | |||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ 764,867 | $ 563,215 | $ 6,928,407 | [1] | $ 805,730 | [1] | |
Net Cash Provided by (Used in) Operating Activities | 1,331,655 | 871,698 | |||||
Funds held by employees | $ 19,643 | $ 19,643 | $ 10,911 | ||||
Ownership percentage in investments | 20.00% | 20.00% | |||||
Investment in equity securities | $ 11,718,110 | $ 11,718,110 | 6,829,660 | ||||
Amortization expense debt discount | 570,000 | ||||||
Debt discount | 89,281 | 160,077 | |||||
Amortization expense debt issuance costs | 290,000 | ||||||
Debt issuance costs | 32,029 | 56,959 | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 53,556 | ||||||
Fair value of derivative liabilities | $ 40,242 | $ 40,242 | $ 1,189,786 | ||||
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Two Customer [Member] | |||||||
Product Information [Line Items] | |||||||
Number of customer | Integer | 2 | ||||||
Concentration risk, percentage | 40.00% | ||||||
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Customer One [Member] | |||||||
Product Information [Line Items] | |||||||
Concentration risk, percentage | 23.00% | 22.00% | |||||
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | |||||||
Product Information [Line Items] | |||||||
Concentration risk, percentage | 17.00% | 19.00% | |||||
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Three Customer [Member] | |||||||
Product Information [Line Items] | |||||||
Number of customer | Integer | 3 | ||||||
Concentration risk, percentage | 51.00% | ||||||
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | |||||||
Product Information [Line Items] | |||||||
Concentration risk, percentage | 10.00% | ||||||
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member] | |||||||
Product Information [Line Items] | |||||||
Number of customer | Integer | 1 | ||||||
Concentration risk, percentage | 28.00% | ||||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Two Customer [Member] | |||||||
Product Information [Line Items] | |||||||
Number of customer | Integer | 2 | ||||||
Concentration risk, percentage | 22.00% | ||||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer One [Member] | |||||||
Product Information [Line Items] | |||||||
Concentration risk, percentage | 28.00% | 12.00% | |||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | |||||||
Product Information [Line Items] | |||||||
Concentration risk, percentage | 10.00% | 10.00% | |||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Three Customer [Member] | |||||||
Product Information [Line Items] | |||||||
Number of customer | Integer | 3 | ||||||
Concentration risk, percentage | 48.00% | ||||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | |||||||
Product Information [Line Items] | |||||||
Concentration risk, percentage | 10.00% | ||||||
Accounts Payable [Member] | Supplier Concentration Risk [Member] | Three Vendors [Member] | |||||||
Product Information [Line Items] | |||||||
Concentration risk, percentage | 47.00% | ||||||
Number of vendor | Integer | 3 | ||||||
Accounts Payable [Member] | Supplier Concentration Risk [Member] | Vendor One [Member] | |||||||
Product Information [Line Items] | |||||||
Concentration risk, percentage | 21.00% | 20.00% | |||||
Accounts Payable [Member] | Supplier Concentration Risk [Member] | Vendor Two [Member] | |||||||
Product Information [Line Items] | |||||||
Concentration risk, percentage | 15.00% | 14.00% | |||||
Accounts Payable [Member] | Supplier Concentration Risk [Member] | Vendor Three [Member] | |||||||
Product Information [Line Items] | |||||||
Concentration risk, percentage | 11.00% | ||||||
Accounts Payable [Member] | Supplier Concentration Risk [Member] | Two Vendors [Member] | |||||||
Product Information [Line Items] | |||||||
Concentration risk, percentage | 34.00% | ||||||
Number of vendor | Integer | 2 | ||||||
Maximum [Member] | |||||||
Product Information [Line Items] | |||||||
Equity ownership percentage | 100.00% | 100.00% | |||||
[1] | Revenues and costs are attributed to countries based on the location where the entities operate. |
SCHEDULE OF DISAGGREGATED REVEN
SCHEDULE OF DISAGGREGATED REVENUE BASED ON REVENUE BY SERVICE LINES AND REVENUE BY GEOGRAPHIC AREA (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue | $ 792,025 | $ 401,140 | $ 1,765,043 | [1] | $ 1,217,681 | [1] |
HONG KONG | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue | 578,879 | 248,980 | 1,340,487 | [1] | 911,473 | [1] |
MALAYSIA | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue | 146,940 | 107,312 | 282,841 | [1] | 231,254 | [1] |
CHINA | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue | 66,206 | 44,848 | 141,715 | [1] | 74,954 | [1] |
Corporate Advisory - Non-IPO Services [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue | 457,364 | 355,075 | 816,699 | 806,788 | ||
Corporate Advisory - Listing Services [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue | 300,000 | 13,385 | 500,000 | 355,385 | ||
Rental of Real Estate Properties [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue | $ 34,661 | $ 32,680 | 64,899 | 55,508 | ||
Sales of Real Estate Held For Sale [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue | $ 383,445 | |||||
[1] | Revenues and costs are attributed to countries based on the location where the entities operate. |
SCHEDULE OF CHANGES IN DEFERRED
SCHEDULE OF CHANGES IN DEFERRED REVENUE (Details) | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Deferred revenue, beginning of period | $ 1,634,075 |
New contract liabilities | 646,138 |
Performance obligations satisfied | (500,000) |
Deferred revenue, end of period | $ 1,780,213 |
SCHEDULE OF DEFERRED REVENUE AN
SCHEDULE OF DEFERRED REVENUE AND DEFERRED COSTS OF REVENUE (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Deferred revenue | $ 1,780,213 | $ 1,634,075 |
Deferred costs of revenue | $ 97,978 | $ 81,246 |
SCHEDULE OF OTHER INVESTMENTS (
SCHEDULE OF OTHER INVESTMENTS (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Entity Listings [Line Items] | ||
Stock option (a related party) | $ 364,500 | |
Total | 11,718,110 | 6,829,660 |
Other Related Parties [Member] | ||
Entity Listings [Line Items] | ||
Other-related party | 11,666,497 | 6,413,547 |
Greenpro Trust Limited (a related party) [Member] | ||
Entity Listings [Line Items] | ||
Investments | $ 51,613 | $ 51,613 |
SCHEDULE OF CARRYING VALUES OF
SCHEDULE OF CARRYING VALUES OF EQUITY SECURITIES WITHOUT READILY DETERMINABLE FAIR VALUES (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Other Investments | ||
Original cost | $ 15,338,339 | $ 6,839,389 |
Unrealized gains (losses) | ||
Provision for impairment or decline in value | (3,620,229) | (374,229) |
Equity securities without readily determinable fair values, net | $ 11,718,110 | $ 6,465,160 |
OTHER INVESTMENTS (Details Narr
OTHER INVESTMENTS (Details Narrative) - USD ($) | Jun. 30, 2021 | Jun. 02, 2021 | Apr. 07, 2021 | Feb. 26, 2021 | Feb. 19, 2021 | Feb. 17, 2021 | Feb. 11, 2021 | Feb. 03, 2021 | Dec. 11, 2020 | Oct. 19, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Entity Listings [Line Items] | |||||||||||||||
Related party investments | $ 3,246,000 | $ 0 | $ 3,246,000 | $ 0 | |||||||||||
Cost method investments | $ 11,718,110 | 11,718,110 | 11,718,110 | $ 6,465,160 | |||||||||||
Imapired and revalued investments | $ 3,960,000 | 3,960,000 | 3,960,000 | ||||||||||||
Impairment loss | 3,246,000 | ||||||||||||||
Impairment of other investments | $ 3,246,000 | $ 3,246,000 | $ 0 | ||||||||||||
Innovest Energy Fund [Member] | |||||||||||||||
Entity Listings [Line Items] | |||||||||||||||
Share price | $ 2.402 | ||||||||||||||
Subscription fee | $ 144,120 | ||||||||||||||
Common Stock [Member] | Innovest Energy Fund [Member] | |||||||||||||||
Entity Listings [Line Items] | |||||||||||||||
Stock issued during period - restricted stock shares | 60,000 | ||||||||||||||
First Bullion Holdings Inc [Member] | |||||||||||||||
Entity Listings [Line Items] | |||||||||||||||
Shares acquired during period | 200,000 | ||||||||||||||
Share price | $ 1.458 | $ 1.458 | $ 1.458 | ||||||||||||
Recognized investment | $ 2,289,000 | ||||||||||||||
Ownership percentage | 10.00% | 10.00% | 10.00% | ||||||||||||
Consideration derived from acquisition | $ 1,000,000 | ||||||||||||||
Investment owned, balance, shares | 360,000 | 360,000 | 360,000 | ||||||||||||
Investment owned percentage | 18.00% | 18.00% | 18.00% | ||||||||||||
First Bullion Holdings Inc [Member] | Common Stock [Member] | Two Designees Mr Tang [Member] | |||||||||||||||
Entity Listings [Line Items] | |||||||||||||||
Share price | $ 2.70 | ||||||||||||||
Stock issued during period - restricted stock shares | 342,592 | ||||||||||||||
Number of restricted shares of common stock, value | $ 925,000 | ||||||||||||||
Simson Wellness Tech, Corp [Member] | Common Stock [Member] | |||||||||||||||
Entity Listings [Line Items] | |||||||||||||||
Shares acquired during period | 5,000,000 | ||||||||||||||
Shares acquired price | $ 500 | ||||||||||||||
Share price | $ 0.0001 | ||||||||||||||
Recognized investment | $ 500 | ||||||||||||||
Jocom Holdings Corp [Member] | Common Stock [Member] | |||||||||||||||
Entity Listings [Line Items] | |||||||||||||||
Shares acquired during period | 1,500,000 | ||||||||||||||
Shares acquired price | $ 150 | ||||||||||||||
Share price | $ 0.0001 | ||||||||||||||
Recognized investment | $ 150 | ||||||||||||||
Subscription Agreement [Member] | Innovest Energy Fund [Member] | |||||||||||||||
Entity Listings [Line Items] | |||||||||||||||
Number of restricted shares of common stock, value | $ 7,206,000 | ||||||||||||||
Subscription Agreement [Member] | Innovest Energy Fund [Member] | Restricted Stock [Member] | |||||||||||||||
Entity Listings [Line Items] | |||||||||||||||
Stock issued during period - restricted stock shares | 3,000,000 | ||||||||||||||
Number of restricted shares of common stock, value | $ 7,206,000 | ||||||||||||||
Shares Issued, Price Per Share | $ 0.0001 | ||||||||||||||
Subscription Agreement [Member] | Common Stock [Member] | Innovest Energy Fund [Member] | |||||||||||||||
Entity Listings [Line Items] | |||||||||||||||
Stock issued during period - restricted stock shares | 3,000,000 | ||||||||||||||
Subscription Agreement [Member] | Angkasa-X Holdings Corp [Member] | |||||||||||||||
Entity Listings [Line Items] | |||||||||||||||
Shares acquired during period | 28,000,000 | ||||||||||||||
Shares acquired price | $ 2,800 | ||||||||||||||
Share price | $ 0.0001 | ||||||||||||||
Recognized investment | $ 2,800 | ||||||||||||||
Stock Purchase and Option Agreement [Member] | First Bullion Holdings Inc [Member] | |||||||||||||||
Entity Listings [Line Items] | |||||||||||||||
Shares acquired during period | 160,000 | ||||||||||||||
Shares Purchase Agreement [Member] | First Bullion Holdings Inc [Member] | |||||||||||||||
Entity Listings [Line Items] | |||||||||||||||
Acquired percentage | 8.00% | ||||||||||||||
Shares Purchase Agreement [Member] | First Bullion Holdings Inc [Member] | |||||||||||||||
Entity Listings [Line Items] | |||||||||||||||
Aggregate purchase price | $ 20,000,000 | ||||||||||||||
Stock Purchase and Option Agreement [Member] | First Bullion Holdings Inc [Member] | |||||||||||||||
Entity Listings [Line Items] | |||||||||||||||
Stock issued during period - restricted stock shares | 250,000 | ||||||||||||||
Stock Purchase and Option Agreement [Member] | First Bullion Holdings Inc [Member] | Common Stock [Member] | |||||||||||||||
Entity Listings [Line Items] | |||||||||||||||
Share price | $ 1.458 | ||||||||||||||
Stock issued during period - restricted stock shares | 342,592 | ||||||||||||||
Number of restricted shares of common stock, value | $ 364,500 |
SCHEDULE OF COMPONENTS OF LEASE
SCHEDULE OF COMPONENTS OF LEASE EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION (Details) | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Operating Leases | |
Operating lease cost (included in general and administrative expenses in the Company's unaudited condensed statement of operations) | $ 127,568 |
Cash paid for amounts included in the measurement of lease liabilities for the six months ended June 30, 2021 | $ 103,060 |
Weighted average remaining lease term - operating leases (in years) | 1 year 8 months 15 days |
Average discount rate - operating leases | 4.00% |
SCHEDULE OF SUPPLEMENTAL BALANC
SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASES (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Operating Leases | ||
Long-term right-of-use assets | $ 142,305 | $ 85,133 |
Short-term operating lease liabilities | 88,217 | 86,975 |
Long-term operating lease liabilities | 64,282 | |
Total operating lease liabilities | $ 152,499 |
SCHEDULE OF MATURITIES OF LEASE
SCHEDULE OF MATURITIES OF LEASE LIABILITIES (Details) | Jun. 30, 2021USD ($) |
Operating Leases | |
2021 (remaining 6 months) | $ 46,355 |
2022 | 92,711 |
2023 | 18,941 |
Total lease payments | 158,007 |
Less: Imputed interest/present value discount | (5,508) |
Present value of lease liabilities | $ 152,499 |
OPERATING LEASES (Details Narra
OPERATING LEASES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||
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 | $ 49,924 | $ 71,303 | $ 127,568 | $ 172,030 |
HONG KONG | Maximum [Member] | ||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||
Remaining operating lease terms | 20 months 15 days | 20 months 15 days | ||
HONG KONG | Minimum [Member] | ||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||
Remaining operating lease terms | 9 months | 9 months |
SCHEDULE OF CARRYING VALUE OF S
SCHEDULE OF CARRYING VALUE OF SHORT-TERM CONVERTIBLE NOTES (Details) - USD ($) | Jun. 30, 2021 | Feb. 26, 2021 | Feb. 11, 2021 | Jan. 08, 2021 | Dec. 31, 2020 | Oct. 13, 2020 |
Short-term Debt [Line Items] | ||||||
Face value of convertible notes | $ 6,070,000 | $ 4,410,000 | $ 1,790,000 | |||
Initial discount | (550,000) | (410,000) | (190,000) | |||
Discount related to debt issuance costs | (200,000) | (130,000) | ||||
Discount related to beneficial conversion feature | (995,500) | |||||
Discount related to put options | (474,500) | |||||
Carrying value of convertible notes payable | ||||||
Discount related to conversion option | $ (3,800,000) | |||||
Net convertible notes payable | 1,750,712 | $ 142,473 | ||||
Short-Term Convertible Notes [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Face value of convertible notes | 7,860,000 | $ 4,410,000 | $ 1,660,000 | 1,790,000 | ||
Initial discount | (584,801) | (403,736) | (160,000) | (174,878) | ||
Discount related to debt issuance costs | (356,261) | (197,680) | (90,000) | (123,220) | ||
Discount related to beneficial conversion feature | (2,736,110) | (1,065,380) | (1,410,000) | (943,584) | ||
Discount related to put options | (327,631) | (405,845) | ||||
Carrying value of convertible notes payable | 2,025,648 | 122,237 | 181,215 | |||
Discount related to conversion option | (2,872,661) | (3,737,248) | ||||
Accrued interest during the period / year | 274,936 | 11,025 | 38,742 | |||
Outstanding Balance (before additional 25%) | 4,421,025 | |||||
Additional 25% to Outstanding Balance due to non-fulfillment of use of proceeds requirements | 1,105,256 | 1,105,256 | ||||
Outstanding Balance (after additional 25%) | $ 5,526,281 | |||||
Redemptions | (337,080) | |||||
Net convertible notes payable | $ 1,750,712 | $ 142,473 |
SCHEDULE OF CARRYING VALUE OF_2
SCHEDULE OF CARRYING VALUE OF SHORT-TERM CONVERTIBLE NOTES (Details) (Parenthetical) | Jun. 30, 2021 | Feb. 26, 2021 |
Debt Disclosure [Abstract] | ||
Debt instrument outstanding Percentage | 0.25 | |
Debt instrument additional outstanding Percentage | 0.25 | 0.25 |
SUMMARY OF CONVERTIBLE DEBT'S I
SUMMARY OF CONVERTIBLE DEBT'S INTEREST EXPENSE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |||
Coupon interest | $ 188,717 | $ 328,409 | |
Amortization of discount on convertible notes | 89,281 | 160,077 | |
Amortization of debt issuance costs | 32,029 | 56,959 | |
Interest expense associated with conversion of notes | 995,312 | 1,700,909 | |
Interest expense associated with accretion of convertible notes payable | 8,561,440 | ||
Interest expense due to non-fulfillment of use of proceeds requirements | 1,105,256 | ||
Additional charge for early redemption | 235,638 | 235,638 | |
Total | $ 1,540,977 | $ 12,148,688 |
SCHEDULE OF MATURITIES OF CONVE
SCHEDULE OF MATURITIES OF CONVERTIBLE DEBT (Details) - Convertible Debts [Member] | Jun. 30, 2021USD ($) |
Short-term Debt [Line Items] | |
2022 | $ 8,248,782 |
Less: Interest | (6,223,134) |
Carrying value | $ 2,025,648 |
SCHEDULE OF CONVERTIBLE PROMISS
SCHEDULE OF CONVERTIBLE PROMISSORY NOTES (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2021 | Feb. 11, 2021 | Oct. 13, 2020 | |
Debt Disclosure [Abstract] | |||
Original Principal Amount | $ 6,070,000 | $ 4,410,000 | $ 1,790,000 |
Less: Original issue discount (OID) | (550,000) | $ (410,000) | $ (190,000) |
Less: Transaction Expense Amount | (20,000) | ||
Purchase Price | 5,500,000 | ||
Less: Broker Fee | (290,000) | ||
Net proceeds | $ 5,210,000 |
CONVERTIBLE NOTES PAYABLE, NE_2
CONVERTIBLE NOTES PAYABLE, NET (Details Narrative) - USD ($) | Apr. 19, 2021 | Apr. 16, 2021 | Apr. 14, 2021 | Apr. 12, 2021 | Feb. 17, 2021 | Feb. 11, 2021 | Jan. 14, 2021 | Jan. 08, 2021 | Oct. 13, 2020 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Short-term Debt [Line Items] | |||||||||||||
Original Principal Amount | $ 4,410,000 | $ 1,790,000 | $ 6,070,000 | $ 6,070,000 | |||||||||
Initial issuance discount | 410,000 | 190,000 | 550,000 | 550,000 | |||||||||
Broker's fee | 290,000 | ||||||||||||
Debt discount premium | 89,281 | 160,077 | |||||||||||
Repayments of Convertible Debt | 1,120,000 | ||||||||||||
Fair value of derivative liability | 40,242 | 40,242 | $ 1,189,786 | ||||||||||
Purchase price | 5,500,000 | ||||||||||||
Transaction expense amount | 20,000 | 20,000 | |||||||||||
Proceeds from the convertible debt | 5,210,000 | ||||||||||||
Streeterville [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Initial issuance discount | 5,424,545 | $ 5,424,545 | 1,647,527 | ||||||||||
Securities Purchase Agreement [Member] | Streeterville [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Original Principal Amount | 4,410,000 | $ 1,660,000 | |||||||||||
Initial issuance discount | $ 400,000 | 150,000 | |||||||||||
Broker's fee | $ 90,000 | ||||||||||||
Debt conversion price | $ 1.50 | $ 1 | |||||||||||
Legal expenses | $ 10,000 | $ 10,000 | |||||||||||
Purchase price | 4,000,000 | 1,500,000 | |||||||||||
Transaction expense amount | $ 10,000 | $ 10,000 | |||||||||||
Proceeds from the convertible debt | $ 3,800,000 | $ 1,410,000 | |||||||||||
Redemption description | 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 Streeterville at any time after the six-month anniversary of the issuance date of the note subject to the maximum monthly redemption amount of $962,500, convertible into shares of Common Stock at a conversion price equal to the lesser of (i) $1.50 and (ii) 75% of the average of the lowest VWAP during the ten trading days immediately preceding the measurement date. Pursuant to the agreement, Streeterville was granted a “most favored nations” right | 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 Streeterville at any time after the six-month anniversary of the issuance date of the note subject to the maximum monthly redemption amount of $350,000, 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 agreement, Streeterville was granted a “most favored nations” right | |||||||||||
Percentage of prepaid outstanding | 120.00% | 120.00% | |||||||||||
Event default description | Events of Default under the note include the same Events of Default listed above under the description of the Streeterville convertible note financing on January 8, 2021. 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 Original 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) | 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 Streeterville’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 Streeterville; (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 Streeterville; (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 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 Original 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) | |||||||||||
Percentage of annual rate of interest | 22.00% | 22.00% | |||||||||||
Streeterville Capital, LLC [Member] | Convertible Debt [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt conversion price | $ 1 | ||||||||||||
Streeterville Capital, LLC [Member] | Convertible Debt [Member] | Common Stock [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 704,738 | ||||||||||||
Granite Global Value Investments Ltd [Member] | Convertible Debt [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt interest rate | 120.00% | ||||||||||||
Debt Instrument, Maturity Date | Apr. 12, 2022 | Apr. 12, 2022 | |||||||||||
Repayments of Convertible Debt | $ 707,515 | ||||||||||||
FirstFire Global Opportunities Fund, LLC and Granite Global Value Investments Ltd. [Member] | Convertible Debt [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Repayments of Convertible Debt | 235,638 | ||||||||||||
FirstFire Global Opportunities Fund, LLC [Member] | Convertible Debt [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Repayments of Convertible Debt | $ 705,600 | ||||||||||||
Three Unsecured Convertible Promissory Notes [Member] | Investors [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Original Principal Amount | 1,790,000 | ||||||||||||
Initial issuance discount | 190,000 | ||||||||||||
Broker's fee | $ 130,000 | ||||||||||||
Debt interest rate | 10.00% | ||||||||||||
Debt maturity date, description | contractual maturity of 18 months since the issuance | ||||||||||||
Debt conversion price | $ 1 | ||||||||||||
Debt principal and face interest | $ 108,000 | ||||||||||||
Weighted average trading price | $ 0.75 | ||||||||||||
Note outstanding percentage | 120.00% | ||||||||||||
Debt conversion of shares | 1,790,000 | ||||||||||||
Debt conversion of shares, value | $ 995,500 | ||||||||||||
Fair value of derivative liability | 0 | $ 0 | |||||||||||
Two Promissory Notes [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Beneficial conversion feature | 408,800 | ||||||||||||
Proceeds from debt | 148,000 | ||||||||||||
Other Promissory Note [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Beneficial conversion feature | 489,100 | ||||||||||||
Proceeds from debt | 178,500 | ||||||||||||
Promissory Notes [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Beneficial conversion feature | 1,306,700 | ||||||||||||
Proceeds from debt | 474,500 | ||||||||||||
Debt discount premium | $ 832,200 | ||||||||||||
Convertible Promissory Notes [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Fair value of debt | $ 7,992,100 | $ 7,992,100 | $ 3,669,500 |
SCHEDULE OF DERIVATIVE LIABILIT
SCHEDULE OF DERIVATIVE LIABILITIES (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Total | $ 40,242 | $ 1,189,786 |
Fair Value of Warrants [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Total | 40,242 | 79,986 |
Fair Value of Options Associated with Convertible Promissory Notes [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Total | $ 1,109,800 |
SCHEDULE OF ESTIMATED DERIVATIV
SCHEDULE OF ESTIMATED DERIVATIVE LIABILITIES AT FAIR VALUE ASSUMPTIONS (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021USD ($)Integer | Dec. 31, 2020USD ($)Integer | |
Black-Scholes-Merton [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Fair Value of warrants | $ 40,242 | $ 79,986 |
Black-Scholes-Merton [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Fair value assumptions, measurement input, percentage | 2.1 | 1.7 |
Black-Scholes-Merton [Member] | Measurement Input, Price Volatility [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Fair value assumptions, measurement input, percentage | 178 | 181 |
Black-Scholes-Merton [Member] | Measurement Input, Expected Term [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Fair value assumptions, measurement input, term | 2 years | 2 years 4 months 24 days |
Black-Scholes-Merton [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Fair value assumptions, measurement input, percentage | 0 | 0 |
Trinomial Option Pricing Model [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Fair value of options | $ 1,109,800 | |
Trinomial Option Pricing Model [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Fair value assumptions, measurement input, percentage | 0 | 0.11 |
Trinomial Option Pricing Model [Member] | Measurement Input, Price Volatility [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Fair value assumptions, measurement input, percentage | 206.17 | |
Trinomial Option Pricing Model [Member] | Measurement Input, Expected Term [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Fair value assumptions, measurement input, term | 1 year 3 months 10 days | |
Trinomial Option Pricing Model [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Fair value assumptions, measurement input, percentage | 0 | 0 |
Trinomial Option Pricing Model [Member] | Fair Value of Underlying Stock [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Fair value assumptions, measurement input, percentage | Integer | 2.05 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details Narrative) - USD ($) | Apr. 19, 2021 | Apr. 16, 2021 | Apr. 14, 2021 | Apr. 12, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Oct. 13, 2020 | Dec. 31, 2018 |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 53,556 | 53,556 | 53,556 | ||||||||
Fair value of derivative liability | $ 40,242 | $ 40,242 | $ 1,189,786 | ||||||||
Derivative, Gain (Loss) on Derivative, Net | 59,265 | $ (55,409) | 39,744 | $ (39,953) | |||||||
Repayments of Convertible Debt | 1,120,000 | ||||||||||
Trinomial Option Pricing Model [Member] | Fair Value, Inputs, Level 3 [Member] | |||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||||||||
Fair value of derivative liability | 0 | 0 | 1,109,800 | ||||||||
Three Unsecured Convertible Promissory Notes [Member] | Investors [Member] | |||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||||||||
Fair value of derivative liability | $ 0 | 0 | |||||||||
Debt Instrument, Convertible, Conversion Price | $ 1 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||
Streeterville Capital, LLC [Member] | Convertible Debt [Member] | |||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||||||||
Debt Instrument, Convertible, Conversion Price | $ 1 | ||||||||||
Granite Global Value Investments Ltd [Member] | Convertible Debt [Member] | |||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||||||||
Debt Instrument, Maturity Date | Apr. 12, 2022 | Apr. 12, 2022 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 120.00% | ||||||||||
Repayments of Convertible Debt | $ 707,515 | ||||||||||
FirstFire Global Opportunities Fund, LLC and Granite Global Value Investments Ltd. [Member] | Convertible Debt [Member] | |||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||||||||
Repayments of Convertible Debt | 235,638 | ||||||||||
FirstFire Global Opportunities Fund, LLC [Member] | Convertible Debt [Member] | |||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||||||||
Repayments of Convertible Debt | $ 705,600 | ||||||||||
Warrant [Member] | |||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||||||||
Derivative liabilities | $ 79,986 | ||||||||||
Decrease in fair value of derivatives | 39,744 | ||||||||||
Derivative, Gain (Loss) on Derivative, Net | $ 39,744 | ||||||||||
Common Stock [Member] | Streeterville Capital, LLC [Member] | Convertible Debt [Member] | |||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 704,738 |
SUMMARY OF WARRANTS ACTIVITY (D
SUMMARY OF WARRANTS ACTIVITY (Details) | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Warrants | |
Number of Shares Warrants, Outstanding Beginning Balance | shares | 53,556 |
Weighted Average Exercise Price, Outstanding, Beginning Balance | $ / shares | $ 7.20 |
Number of Shares Warrants, Granted | shares | |
Weighted Average Exercise Price, Granted | $ / shares | |
Number of Shares Warrants, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Number of Shares Warrants, Expired/Cancelled | shares | |
Weighted Average Exercise Price, Expired/Cancelled | $ / shares | |
Number of Shares Warrants, Outstanding Ending Balance | shares | 53,556 |
Weighted Average Exercise Price, Outstanding, Ending Balance | $ / shares | $ 7.20 |
Remaining Contractual Life, Warrants outstanding, Ending Balance | 2 years |
Number of Shares Warrants, Exercisable Ending Balance | shares | 53,556 |
Weighted Average Exercise Price,Exercisable, Ending Balance | $ / shares | $ 7.20 |
Remaining Contractual Life, Warrants exercisable, Ending Balance | 2 years |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2018 | |
Warrants | |||
Number of warrants exercisable into common stock | 53,556 | 53,556 | |
Exercise price of warrants | $ 7.20 | ||
Warrant expiration date | expire in 2023 | ||
Intrinsic value of outstanding warrant | $ 0 |
SCHEDULE OF DUE FROM RELATED PA
SCHEDULE OF DUE FROM RELATED PARTIES (Details) (Parenthetical) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Related Party B [Member] | ||
Related Party Transaction [Line Items] | ||
Due from related parties, accounts receivable | $ 41 | $ 8,025 |
SCHEDULE OF DUE FROM RELATED _2
SCHEDULE OF DUE FROM RELATED PARTIES (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||
Due from related parties | $ 61,261 | $ 62,320 |
Related Party D [Member] | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 36 | |
Related Party G [Member] | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 1,225 | 2,320 |
Related Party H [Member] | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 60,000 | 60,000 |
Other Related Parties [Member] | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 61,302 | 214,795 |
Accounts Receivable, Net [Member] | Related Party B [Member] | ||
Related Party Transaction [Line Items] | ||
Due from related parties | $ 41 | $ 152,475 |
SCHEDULE OF DUE TO RELATED PART
SCHEDULE OF DUE TO RELATED PARTIES (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||
Due to related parties | $ 1,083,704 | $ 1,108,641 |
Related Party A [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 9,922 | 586 |
Related Party B [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 16,053 | 9,580 |
Related Party G [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 5,022 | |
Related Party I [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 1,698 | |
Related Party J [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 704,601 | 744,428 |
Related Party K [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | $ 346,408 | $ 354,047 |
SCHEDULE OF REVENUE AND EXPENSE
SCHEDULE OF REVENUE AND EXPENSE TRANSACTIONS OF RELATED PARTIES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Related Party Transaction [Line Items] | ||||
Cost of service revenue to related parties | $ 2,190 | |||
General and administrative expenses to related parties | $ 1,449 | $ 1,901 | 6,973 | 3,046 |
Impairment of other investments with related parties | 3,246,000 | |||
Service [Member] | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | $ 376,518 | $ 57,128 | 664,989 | 107,971 |
Related Party A [Member] | ||||
Related Party Transaction [Line Items] | ||||
General and administrative expenses to related parties | 4,397 | 180 | ||
Related Party A [Member] | Service [Member] | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | 79,391 | 18,709 | ||
Related Party B [Member] | ||||
Related Party Transaction [Line Items] | ||||
Cost of service revenue to related parties | 2,190 | |||
General and administrative expenses to related parties | 1,932 | 1,932 | ||
Impairment of other investments with related parties | 3,246,000 | |||
Related Party B [Member] | Service [Member] | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | 563,073 | 73,174 | ||
Related Party C [Member] | Service [Member] | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | 115 | 831 | ||
Related Party D [Member] | ||||
Related Party Transaction [Line Items] | ||||
General and administrative expenses to related parties | 644 | |||
Related Party D [Member] | Service [Member] | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | 16,579 | 5,911 | ||
Related Party E [Member] | Service [Member] | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | 3,819 | 9,390 | ||
Related Party G [Member] | ||||
Related Party Transaction [Line Items] | ||||
General and administrative expenses to related parties | 934 | |||
Related Party G [Member] | Service [Member] | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | 1,427 | |||
Related Party I [Member] | Service [Member] | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | 585 | |||
Related Party K [Member] | Service [Member] | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | $ (44) |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | |||
Impairment of other investments | $ 3,246,000 | ||
Maximum [Member] | |||
Related Party Transaction [Line Items] | |||
Ownership percentage | 100.00% | ||
Related Party B [Member] | |||
Related Party Transaction [Line Items] | |||
Impairment of other investments | $ 3,246,000 | ||
Related Party B [Member] | Minimum [Member] | |||
Related Party Transaction [Line Items] | |||
Ownership percentage | 4.00% | ||
Related Party B [Member] | Maximum [Member] | |||
Related Party Transaction [Line Items] | |||
Ownership percentage | 18.00% | ||
Related Party H [Member] | |||
Related Party Transaction [Line Items] | |||
Ownership percentage | 48.00% | 49.00% | |
Total consideration on acquisition | $ 368,265 | ||
Impairment of other investments | $ 368,265 |
SCHEDULE OF SEGMENT INFORMATION
SCHEDULE OF SEGMENT INFORMATION (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | ||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenues | $ 792,025 | $ 401,140 | $ 1,765,043 | [1] | $ 1,217,681 | [1] | ||||
Cost of revenues | [1] | 450,152 | 226,685 | |||||||
Depreciation and amortization | [1] | 84,669 | 128,758 | |||||||
Net income (loss) | (764,867) | (563,215) | (6,928,407) | [1] | (805,730) | [1] | ||||
Total assets | 25,340,472 | [1] | 11,526,034 | [1] | 25,340,472 | [1] | 11,526,034 | [1] | $ 14,795,886 | |
Capital expenditures for long-lived assets | [1] | 8,169,583 | 4,002,042 | |||||||
HONG KONG | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenues | 578,879 | 248,980 | 1,340,487 | [1] | 911,473 | [1] | ||||
Cost of revenues | [1] | 336,728 | 131,956 | |||||||
Depreciation and amortization | [1] | 6,149 | 52,665 | |||||||
Net income (loss) | [1] | (6,804,232) | (474,989) | |||||||
Total assets | [1] | 20,020,037 | 7,679,172 | 20,020,037 | 7,679,172 | |||||
Capital expenditures for long-lived assets | [1] | 8,169,225 | 4,000,000 | |||||||
MALAYSIA | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenues | 146,940 | 107,312 | 282,841 | [1] | 231,254 | [1] | ||||
Cost of revenues | [1] | 98,958 | 93,736 | |||||||
Depreciation and amortization | [1] | 16,819 | 17,079 | |||||||
Net income (loss) | [1] | 154,917 | (75,760) | |||||||
Total assets | [1] | 1,168,435 | 910,594 | 1,168,435 | 910,594 | |||||
Capital expenditures for long-lived assets | [1] | 2,079 | 2,042 | |||||||
CHINA | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenues | 66,206 | 44,848 | 141,715 | [1] | 74,954 | [1] | ||||
Cost of revenues | [1] | 14,466 | 993 | |||||||
Depreciation and amortization | [1] | 61,701 | 59,014 | |||||||
Net income (loss) | [1] | (279,092) | (254,981) | |||||||
Total assets | [1] | 4,152,000 | 2,936,268 | 4,152,000 | 2,936,268 | |||||
Capital expenditures for long-lived assets | [1] | 2,279 | ||||||||
Real Estates [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenues | 448,344 | 55,508 | ||||||||
Cost of revenues | 278,582 | 26,241 | ||||||||
Depreciation and amortization | 78,352 | 75,148 | ||||||||
Net income (loss) | 152,930 | 10,497 | ||||||||
Total assets | 2,440,299 | 2,466,329 | 2,440,299 | 2,466,329 | ||||||
Capital expenditures for long-lived assets | ||||||||||
Service Business [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenues | 1,316,699 | 1,162,173 | ||||||||
Cost of revenues | 171,570 | 200,444 | ||||||||
Depreciation and amortization | 1,556 | 48,515 | ||||||||
Net income (loss) | (3,842,690) | (508,569) | ||||||||
Total assets | 14,953,540 | 4,936,420 | 14,953,540 | 4,936,420 | ||||||
Capital expenditures for long-lived assets | 7,241,133 | 2,042 | ||||||||
Corporate Segment [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenues | ||||||||||
Cost of revenues | ||||||||||
Depreciation and amortization | 4,761 | 5,095 | ||||||||
Net income (loss) | (3,238,647) | (307,658) | ||||||||
Total assets | $ 7,946,633 | $ 4,123,285 | 7,946,633 | 4,123,285 | ||||||
Capital expenditures for long-lived assets | $ 928,450 | $ 4,000,000 | ||||||||
[1] | Revenues and costs are attributed to countries based on the location where the entities operate. |
SEGMENT INFORMATION (Details Na
SEGMENT INFORMATION (Details Narrative) | 6 Months Ended |
Jun. 30, 2021Integer | |
Segment Reporting [Abstract] | |
Number of reportable operating segments | 2 |