Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 29, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 333-194748 | ||
Entity Registrant Name | Hapi Metaverse Inc. | ||
Entity Central Index Key | 0001600347 | ||
Entity Tax Identification Number | 45-4742558 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 4800 Montgomery Lane | ||
Entity Address, Address Line Two | Suite 210 | ||
Entity Address, City or Town | Bethesda | ||
Entity Address, State or Province | MD | ||
Entity Address, Postal Zip Code | 20814 | ||
City Area Code | 301 | ||
Local Phone Number | 971-3940 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 506,898,576 | ||
Documents Incorporated by Reference [Text Block] | None | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 606 | ||
Auditor Name | GRASSI & CO., CPAs, P.C. | ||
Auditor Location | Jericho, New York |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 514,260 | $ 245,780 |
Prepaid expenses and other receivable | 117,936 | 1,870 |
Prepaid expenses and other receivable – related party | 2,802 | |
Inventory | 894 | |
Investment in Securities - related party | 2,341,948 | 1,950,000 |
TOTAL CURRENT ASSETS | 2,977,840 | 2,197,650 |
Property and Equipment, net | 10,305 | 1,713 |
Other non-current assets | 103 | 102 |
Goodwill | 60,343 | |
Operating lease right-of-use assets, net | 129,478 | |
TOTAL ASSETS | 3,178,069 | 2,199,465 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 24,601 | 12,016 |
Accounts payable and accrued expenses – related party | 7,838 | |
Accrued taxes | 3,816 | 7,742 |
Amount due to related parties | 4,886,507 | 2,383,698 |
Operating lease liabilities-Current | 71,899 | |
Current liabilities of discontinued operations | 2,593 | |
TOTAL CURRENT LIABILITIES | 4,994,661 | 2,406,049 |
NON-CURRENT LIABILITIES: | ||
Operating lease liabilities - Non-current | 59,196 | |
TOTAL NON-CURRENT LIABILITIES | 59,196 | |
TOTAL LIABILITIES | 5,053,857 | 2,406,049 |
STOCKHOLDERS’ DEFICIT: | ||
Preferred stock, $0.0001 par value, 15,000,000 shares authorized, 0 issued and outstanding as of December 31, 2022 and 2021 | ||
Common stock, $0.0001 par value, 1,000,000,000 shares authorized, 506,898,576 shares issued and outstanding, as of December 31, 2022 and 2021 | 50,690 | 50,690 |
Additional paid-in capital | 4,679,498 | 4,604,191 |
Accumulated other comprehensive loss | (315,241) | (299,398) |
Accumulated deficit | (6,288,884) | (4,560,449) |
TOTAL HAPI METAVERSEINC STOCKHOLDERS’ DEFICIT | (1,873,937) | (204,966) |
NON-CONTROLLING INTERESTS | (1,851) | (1,618) |
TOTAL STOCKHOLDERS’ DEFICIT | (1,875,788) | (206,584) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 3,178,069 | $ 2,199,465 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Nov. 28, 2022 | Oct. 05, 2022 | Jul. 05, 2022 | Dec. 31, 2021 | Jul. 13, 2021 | May 05, 2017 |
Statement of Financial Position [Abstract] | |||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||
Preferred stock, shares authorized | 15,000,000 | 15,000,000 | |||||
Preferred stock, shares issued | 0 | 0 | |||||
Preferred stock, shares outstanding | 0 | 0 | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 500,000,000 | ||||
Common stock, shares issued | 506,898,576 | 100 | 10 | 2 | 506,898,576 | 10,000 | |
Common stock, shares outstanding | 506,898,576 | 506,898,576 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues: | ||
Total of Revenue | $ 69,915 | |
Cost of revenues | ||
Depreciation | (4,821) | |
Others Cost of revenues | (23,423) | |
Total Cost of revenues | (28,244) | |
Gross profit | 41,671 | |
Operating expenses: | ||
Depreciation | 1,524 | 277 |
General and administrative | 410,038 | 172,093 |
Total operating expenses | 411,562 | 172,370 |
(Loss) from operations | (369,891) | (172,370) |
Other income (loss): | ||
Interest income | 11 | 7 |
Other income | 3,065 | |
Dividend income | 32,500 | |
Interest expenses | (5) | |
Witholding Federal Tax | (7,800) | |
Foreign exchange gain (loss) | 62,677 | (45,543) |
Unrealized (loss) gain on Securities Investment, related party | (1,427,094) | 1,300,000 |
Gain on disposal of a subsidiary | 3,217 | |
Total other (loss) income | (1,358,129) | 1,279,164 |
(Loss) Income before taxes | (1,728,020) | 1,106,794 |
Income tax provision | ||
Net (loss) income from Continuing Operations | (1,728,020) | 1,106,794 |
Net (loss) from Discontinuing Operations, Net of Tax | (648) | (3,259) |
Net (loss) attributable to Non-controlling interests | (233) | (2,266) |
Net (loss) income applicable to common shareholders | (1,728,435) | 1,105,801 |
Comprehensive (Loss) Income: | ||
Net (loss) income | (1,728,668) | 1,103,535 |
Foreign currency translation (loss) gain | (15,843) | 78,963 |
Total comprehensive (loss) income | $ (1,744,511) | $ 1,182,498 |
Net income (loss) per share - basic and diluted | $ 0 | $ 0 |
Net income (loss) from discontinued operations per share - basic and diluted | $ 0 | $ 0 |
Weighted number of shares outstanding - | ||
Basic and diluted | 506,898,576 | 506,898,576 |
Product [Member] | ||
Revenues: | ||
Services Rendered – related party | $ 41,772 | |
Service [Member] | ||
Revenues: | ||
Services Rendered – related party | $ 28,143 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total GigWorld Inc Stockholders' Deficit [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 50,690 | $ 4,604,191 | $ (378,361) | $ (5,666,250) | $ (1,389,730) | $ (1,389,730) | |
Beginning balance, shares at Dec. 31, 2020 | 506,898,576 | ||||||
Subsidiary’s issuance of stock | 644 | 644 | |||||
Net loss for the period | 1,105,801 | 1,105,801 | (2,266) | 1,103,535 | |||
Foreign currency translation adjustment | 78,963 | 78,963 | 4 | 78,967 | |||
Ending balance, value at Dec. 31, 2021 | $ 50,690 | 4,604,191 | (299,398) | (4,560,449) | (204,966) | (1,618) | (206,584) |
Ending balance, shares at Dec. 31, 2021 | 506,898,576 | ||||||
Net loss for the period | (1,728,435) | (1,728,435) | (233) | (1,728,668) | |||
Foreign currency translation adjustment | (15,843) | (15,843) | (15,843) | ||||
Gain on purchase of Value Exchange Stock from related party | 75,307 | 75,307 | 75,307 | ||||
Ending balance, value at Dec. 31, 2022 | $ 50,690 | $ 4,679,498 | $ (315,241) | $ (6,288,884) | $ (1,873,937) | $ (1,851) | $ (1,875,788) |
Ending balance, shares at Dec. 31, 2022 | 506,898,576 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net (Loss) Income from operation including non-controlling interests | $ (1,728,668) | $ 1,103,535 |
Adjustments to reconcile net (loss) income to cash used in operations: | ||
Depreciation | 6,345 | 277 |
Amortization of operating lease right-of-use assets | 16,894 | |
Interest expenses - Lease | 1,641 | |
(Gain) on disposal of a subsidiary | (3,217) | |
Unrealized loss (gain) on securities investment | 1,427,094 | (1,300,000) |
Change in operating assets and liabilities: | ||
Accounts receivable-trade | (2,708) | |
Prepaid expenses | (1,540) | (523) |
Inventories | (894) | |
Security deposit, and other receivable | (114,620) | (1,347) |
Accounts payable, other payable and accrued expenses | 14,552 | (3,434) |
Change in Operating Lease Liability | (16,923) | |
Net cash used in operating activities | (402,044) | (201,492) |
Net cash used in discontinued operating activities | (648) | |
Net cash used in Operating Activities | (402,692) | (201,492) |
CASH FLOW FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (3,698) | (1,990) |
Acquisition of MOC HK | (70,523) | |
Purchase of securities investment | (1,743,735) | (650,000) |
Net cash used in investing activities | (1,817,956) | (651,990) |
CASH FLOW FROM FINANCING ACTIVITIES: | ||
Subsidiary’s issuance of stock | 644 | |
Advance from related parties | 2,568,604 | 892,945 |
Net cash provided by financing activities | 2,568,604 | 893,589 |
NET INCREASE IN CASH | 347,956 | 40,107 |
Effects of exchange rates on cash | (79,476) | 47,616 |
CASH AND CASH EQUIVALENTS at beginning of year | 245,780 | 158,057 |
CASH AND CASH EQUIVALENTS at end of year | $ 514,260 | $ 245,780 |
ORGANIZATION AND PRINCIPAL BUSI
ORGANIZATION AND PRINCIPAL BUSINESS ACTIVITIES | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND PRINCIPAL BUSINESS ACTIVITIES | Note 1. ORGANIZATION AND PRINCIPAL BUSINESS ACTIVITIES Hapi Metaverse Inc., formerly GigWorld Inc. (the “Company” or “Group”) was incorporated in the State of Delaware on March 7, 2012 and established a fiscal year end of December 31. The Company’s business is focused on serving business-to-business (B2B) needs in e-commerce, collaboration and social networking functions. Going Concern The consolidated financial statements have been prepared using accounting principles generally accepted in the United States of America applicable for a going concern, which assumes that the Company will realize its assets and discharge its liabilities in the ordinary course of business. Since inception, the Company has incurred net losses of $ 6,288,884 2,016,821 Our majority stockholder has advised us not to depend solely on it for financing. We have increased our efforts to raise additional capital through equity or debt financings from other sources. However, we cannot be certain that such capital (from our stockholders or third parties) will be available to us or whether such capital will be available on terms that are acceptable to us. Any such, financing likely would be dilutive to existing stockholders and could result in significant financial operating covenants that would negatively impact our business. If we are unable to raise sufficient additional capital on acceptable terms, we will have insufficient funds to operate our business or pursue our planned growth. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”). Basis of consolidation The consolidated financial statements include all accounts of the Company and its majority owned and controlled subsidiaries. The Company consolidates entities in which it owns more than 50 The Company’s consolidated financial statements include the financial position, results of operations and cash flows of the following entities as of December 31, 2022 and 2021, as follows: SCHEDULE FOR SUBSIDIARY’S CONSOLIDATION OF FINANCIAL STATEMENTS Attributable interest as of, Name of subsidiary consolidated under Hapi Metaverse Inc. State or other jurisdiction of incorporation or organization December 31, December 31, % % HotApp BlockChain Pte.Ltd. (f.k.a. HotApps International Pte. Ltd.) Singapore 100.0 100.0 HotApp International Limited Hong Kong 100.0 100.0 Gig Stablecoin Inc. (f.k.a. Crypto Exchange Inc.) Nevada 100.0 100.0 HWH World Inc. Delaware 100.0 100.0 HWH World Pte. Ltd. Singapore - 100.0 Smart Reward Express Limited Hong Kong 50.0 * 50.0 * Hapi Café Limited Hong Kong 100.0 ** - MOC HK Limited Hong Kong 100.0 *** - Shenzhen Leyouyou Catering Management Co., Ltd. People’s Republic of China 100.0 **** - Hapi Metaverse Inc. Texas 100.0 ***** - * Smart Reward Express Limited (“Smart Reward”) was incorporated in Hong Kong on July 13, 2021 with an issued and paid-up share capital of HK$ 10,000 10,000 Smart Reward plans to be principally engaged in the business of developing a platform allowing small and medium sized merchants to set-up their own reward program, with the aim of creating a loyalty exchange program for participating merchants. HotApp International Limited is the owner of 50 50 HotApp International Limited holds 5,000 shares of Smart Reward, representing 50% of the total issued and outstanding shares of Smart Reward. 5,000 shares of Smart Reward, representing 50% of the total issued and outstanding shares of Smart Reward, 38.1 18 Accordingly, the Company in total holds more than 50 ** Hapi Cafe Limited (“HCHK”) was incorporated in Hong Kong on July 5, 2022 with an issued and paid-up share capital of HK$ 2 2 HotApp BlockChain Pte. Ltd. is the owner of 100 *** MOC HK Limited (“MOC”) was incorporated in Hong Kong on February 16, 2020 with an issued and paid-up share capital of HK$ 10 10 100 60,343 **** Shenzhen Leyouyou Catering Management Co., Ltd. (“HCCN”) was incorporated in People’s Republic of China on October 10, 2022. HCCN plans to be principally engaged in the food and beverage business in Mainland China. Hapi Cafe Ltd. is the owner HCCN. This business was acquired on October 10, 2022. ***** Hapi Metaverse Inc. was incorporated in Texas on November 28, 2022 with an issued and paid-up share capital of $ 0.1 100 Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, cost and expenses in the consolidated financial statements and accompanying notes. Significant accounting estimates reflected in the Group’s consolidated financial statements include revenue recognition, the useful lives and impairment of property and equipment, valuation allowance for deferred tax assets. Cash and cash equivalents The Company considers all highly liquid investments with a maturity of three months or less at the date of acquisition to be cash equivalents. There were no Leases The Company follows Accounting Standards Update (“ASU”) 2016-02 (FASB ASC Topic 842) in accounting for its operating lease right-of-use assets and operating lease liabilities. At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange of a consideration. To assess whether a contract is or contains a lease, the Company assess whether the contract involves the use of an identified asset, whether it has the right to obtain substantially all the economic benefits from the use of the asset and whether it has the right to control the use of the asset. The right-of-use assets and related lease liabilities are recognized at the lease commencement date. The Company recognizes operating lease expenses on a straight-line basis over the lease term. Right-of-use of assets The right-of-use of asset is measured at cost, which comprises the amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and less any lease incentive received. Lease liabilities Lease liability is measured at the present value of the outstanding lease payments at the commencement date, discounted using the Company incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise mainly fixed lease payments. Foreign currency risk Because of its foreign operations, the Company holds cash in non-US dollars. As of December 31,2022, cash of the Group includes, on an as converted basis to US dollars, $ 359,266 10,719 86,398 10,757 Investment Securities Investments represent equity investments with readily determinable fair values. The Company account for investments in equity securities that have readily determinable fair values are measured at fair value, with unrealized gains and losses from fair value changes recognized in net income in the consolidated statements of comprehensive income. Equipment Property and equipment are recorded at cost, less depreciation. Repairs and maintenance are expensed as incurred. Expenditures incurred as a consequence of acquiring or using the asset, or that increase the value or productive capacity of assets are capitalized (such as removal, and restoration costs). When property and equipment is retired, sold, or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation are removed from the accounts and any gain or loss is included in operations. Depreciation is computed by the straight-line method (after considering their respective estimated residual values) over the estimated useful lives of the respective assets as follows: SCHEDULE OF ESTIMATED USEFUL LIVES OF ASSETS Computer equipment 3 years leasehold improvement 3 years Concentrations Financial instruments that potentially expose the Group to concentration of credit risk consist primarily of cash. Although the cash at each particular bank in the United States is insured up to $ 250,000 Fair value Fair Value of Financial Instruments The carrying value of cash, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the consolidated financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. The Company classifies and discloses assets and liabilities carried at fair value in one of the following three categories: ● Level 1 - quoted prices in active markets for identical assets and liabilities. ● Level 2 - observable market-based inputs or unobservable inputs that are corroborated by market data; and ● Level 3 - significant unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. Revenue recognition Accounting Standards Codification 606, Revenue from Contracts with Customers (“ASC 606”), establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services or catering service to customers. The Company adopted this new standard on January 1, 2018 under the modified retrospective method. The adoption did not have a material effect on our financial statements. Revenue is recognized when (or as) the Company transfers promised goods or services or catering service to its customers in amounts that reflect the consideration to which the Company expects to be entitled to in exchange for those goods or services, which occurs when (or as) the Company satisfies its contractual obligations and transfers over control of the promised goods or services or catering service to its customers. Costs to obtain or fulfill a contract are expensed as incurred. The Company began generating revenue from f&b business by providing quality catering service and a project providing services to Value Exchange Int’l (Hong Kong) Limited, a subsidiary of Value Exchange International, Inc.(“VEII”) located in Hong Kong, on a monthly basis in 2022. VEII is a related party of the Company. Upon receipt of purchase order from this customer, we issue the corresponding invoice and provide the service accordingly. Any payment received from this customer in advance is presented within other payables on the Company’s consolidated balance sheets. Income taxes Current income taxes are provided for in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognized when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements. Net operating loss carry forwards and credits are applied using enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that a portion of or all of the deferred tax assets will not be realized. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. The impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood Foreign currency translation Items included in the consolidated financial statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). The functional and reporting currency of the Company is the United States dollar (“U.S. dollar”). The financial records of the Company’s subsidiaries located in Singapore, Hong Kong and Mainland China are maintained in their local currencies, the Singapore Dollar (S$), Hong Kong Dollar (HK$) and Chinese Yuan (CN ¥ Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the consolidated statements of operations. The Company’s entities with functional currency of Singapore Dollar, Hong Kong Dollar and Chinese Yuan, translate their operating results and financial positions into the U.S. dollar, the Company’s reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of comprehensive income (loss). For the year ended December 31, 2022, the Company recorded other comprehensive loss from a translation loss of $( 15,843 78,963 Comprehensive income (loss) Comprehensive income (loss) includes gains (losses) from foreign currency translation adjustments. Comprehensive income (loss) is reported in the consolidated statements of operations and comprehensive loss. Earnings (Loss) per share Basic earnings (loss) per share is computed by dividing net income (loss) attributable to stockholders by the weighted average number of shares outstanding during the year. As of December 31, 2022, there are no potentially dilutive securities that were excluded from the computation of diluted EPS. Non-controlling interests Non-controlling interests represent the equity in a subsidiary not attributable, directly or indirectly, to owners of the Company, and are presented separately in the consolidated statements of operation and comprehensive income, and within equity in the Consolidated Balance Sheets, separately from equity attributable to owners of the Company. On December 31, 2022 and 2021, the aggregate non-controlling interests in the Company were ($ 1,851 1,618 Recent accounting pronouncement Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | Note 3. ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accrued expenses consisted of the following: SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES 2022 2021 As of December 31, 2022 2021 Continuing operations Accrued payroll $ 3,309 $ 321 Accrued professional fees 18,905 8,592 Other including receipt in advance from customer 2,387 3,103 Other including receipt in advance from customer – related party 7,838 - Total $ 32,439 $ 12,016 Discontinued operations Accrued professional fees $ - $ 2,593 Total $ - $ 2,593 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | Note 4. PROPERTY AND EQUIPMENT, NET Property and Equipment, net consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT 2022 2021 As of December 31, 2022 2021 Cost Leasehold improvement $ 11,266 $ - Computer equipment 5,685 1,990 Total cost $ 16,951 $ 1,990 Less: accumulated depreciation # $ $ - Leasehold improvement # 4,840 - Computer equipment # 1,806 277 Total accumulated depreciation # 6,646 277 NBV at the end of year Leasehold improvement 6,426 - Computer equipment $ 3,879 $ 1,713 Total NBV $ 10,305 $ 1,713 # –Total of depreciation expenses charged for the year ended December 31, 2022 and 2021 were $ 6,345 277 4,821 0 1,524 277 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | Note 5. INCOME TAXES The provision for income taxes for the years ended December 31, 2022 and 2021, was as follows: SCHEDULE OF PROVISION FOR INCOME TAXES AND DEFERRED INCOME TAX ASSETS Domestic Foreign Total Domestic Foreign Total Year Ended December 31, 2022 2021 Domestic Foreign Total Domestic Foreign Total Loss from continuing operations, before income taxes $ (1,397,003 ) $ (161,948 ) $ (1,558,951 ) $ 1,180,674 $ (77,139 ) $ 1,103,535 Income tax at statutory rate (293,371 ) (29,146 ) (322,517 ) 247,942 (12,728 ) 235,214 Items not taxable for tax purposes 294,923 (6,925 ) 287,998 (273,000 ) (48,892 ) (321,892 ) Items not deductible for tax purposes - 41,703 41,703 18,828 2,634 21,462 Change in valuation allowance (1,552 ) (5,632 ) (7,184 ) 6,230 58,986 65,216 Income tax expense $ - $ - $ - $ - $ - $ - Deferred income tax assets/(liabilities): Operating loss carry forwards 160,550 920,374 1,080,924 191,699 879,418 1,071,118 Fair value adjustment on investment 299,690 - 299,690 (273,000 ) - (273,000 ) Unrealized exchange (gain)/loss (4,766 ) (7,952 ) (12,718 ) 17,190 (7,264 ) 9,927 Accumulated other comprehensive loss - (63,048 ) (63,048 ) - - - Total deferred (liabilities) assets $ 455,474 $ 849,374 $ 1,304,848 $ (64,110 ) $ 872,155 $ 808,044 Less: valuation allowance (455,474 ) $ (849,374 ) $ (1,304,848 ) $ 64,110 $ (872,155 ) $ (808,044 ) Total net deferred tax assets $ - $ - $ - $ - $ - $ - On December 22, 2017, the Tax Cuts and Jobs Act was signed into legislation, lowering the corporate income tax rate to 21 The Company provided a valuation allowance equal to the deferred income tax assets for period ended December 31, 2022 because it is not presently known whether future taxable income will be sufficient to utilize the loss carry-forwards. As of December 31, 2022, the Company had approximately $ 5,366,396 The federal income tax returns of the Company are subject to examination by the IRS, generally for three years after they are filed. The tax returns for the years ended December 31, 2022, 2021 and 2020 are still subject to examination by the taxing authorities. |
SHARE CAPITALIZATION
SHARE CAPITALIZATION | 12 Months Ended |
Dec. 31, 2022 | |
Share Capitalization | |
SHARE CAPITALIZATION | Note 6. SHARE CAPITALIZATION The Company is authorized to issue 1 15 500 1 0.0001 506,898,576 0 Common Shares: Pursuant to the Purchase Agreement, dated October 15, 2014, the Company issued 1,000,000 19 On July 13, 2015, AIL acquired 777,687 5.00 98.17 On March 27, 2017, the Company entered into a Loan Conversion Agreement with AIL, pursuant to which AIL agreed to convert $ 450,890 500,988,889 0.0009 99.979 On December 20, 2018, the Board of Directors of AIL announced its intention to sell up to 3,200,000 0.50 1,600,000 1,449,200 99.693 505,341,376 99.69 Preferred Shares: No |
EQUITY INCENTIVE PLAN
EQUITY INCENTIVE PLAN | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
EQUITY INCENTIVE PLAN | Note 7. EQUITY INCENTIVE PLAN On July 30, 2018, the Company adopted the Equity Incentive Plan (“The Plan”). The Plan is intended to encourage ownership of shares by employees, directors and certain consultants to the Company in order to attract and retain such people, to induce them to work for the benefit of the Company. The Plan provides for the grant of options and/or other stock-based or stock-denominated awards. Subject to adjustment in accordance with the terms of the Plan, 50,000,000 |
INVESTMENT IN RELATED PARTY
INVESTMENT IN RELATED PARTY | 12 Months Ended |
Dec. 31, 2022 | |
Investments, All Other Investments [Abstract] | |
INVESTMENT IN RELATED PARTY | Note 8. INVESTMENT IN RELATED PARTY In April of 2021, the Company acquired 6,500,000 650,000 7,276,163 1,743,734.12 75,307 SCHEDULE OF INVESTMENT Level 1 Level 2 Level 3 Fair Value Fair Value Measurement Using Amount at Level 1 Level 2 Level 3 Fair Value December 31, 2022 Asset Investment Securities – Fair Value $ 2,341,948 $ - $ - $ 2,341,948 Total Investment in securities at Fair Value $ 2,341,948 $ - $ - $ 2,341,948 Level 1 Level 2 Level 3 Fair Value Fair Value Measurement Using Amount at Level 1 Level 2 Level 3 Fair Value December 31, 2021 Asset Investment Securities – Fair Value $ 1,950,000 $ - $ - $ 1,950,000 Total Investment in securities at Fair Value $ 1,950,000 $ - $ - $ 1,950,000 |
RELATED PARTY BALANCES AND TRAN
RELATED PARTY BALANCES AND TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY BALANCES AND TRANSACTIONS | Note 9. RELATED PARTY BALANCES AND TRANSACTIONS Effective as of September 1, 2020, Chan Heng Fai resigned as the Acting Chief Executive Officer of the Company, and the Company’s Board of Directors appointed Lee Wang Kei (“Nathan”) as the Company’s Chief Executive Officer. Alset International Limited is the Company’s former majority stockholder. On August 30, 2022, Alset International Limited entered into a stock purchase with its controlling stockholder, Alset Inc. (formerly known as Alset EHome International Inc.) in relation to the disposal of 505,341,376 99.69 2,000 The Company sold one of its subsidiaries, HWH World Pte. Limited, to Health Wealth Happiness Pte. Ltd (a subsidiary of former majority stockholder Alset International Limited) for consideration of S$ 2.00 2.00 The Company has a project with an affiliate (a subsidiary of Value Exchange International, Inc.) that commenced in 2022. Value Exchange International, Inc. provides IT services and solutions for customers in Asia, covering Helpdesk, Managed Operations, Systems Integration, and Consulting Services. The project has generated revenue of $ 28,143 2,802 7,838 1,743,734 2,506,676 631,838 4,158 102 2,383,596 102 |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | Note 10. DISCONTINUED OPERATIONS Director’s resolutions of HotApp Blockchain Pte Limited passed on April 18, 2022 for the disposal of its investments of 100,000 100 2.00 The composition of assets and liabilities included in discontinued operations was as follows: SCHEDULE OF ASSETS AND LIABILITIES DISCONTINUED OPERATIONS April 18, 2022 December 31, 2021 LIABILITIES AND STOCKHOLDERS’ DEFICIT CURRENT LIABILITIES: Accounts payable and accrued expenses $ 3,217 $ 2,593 TOTAL CURRENT LIABILITIES 3,217 2,593 TOTAL LIABILITIES $ 3,217 $ 2,593 The aggregate financial results of discontinued operations were as follows: Year Ended Year Ended Operating expenses: General and administrative $ 648 $ 3,259 Total operating expenses 648 3,259 Income (Loss) from operations (648 ) (3,259 ) Income (Loss) from discontinued operations $ (648 ) $ (3,259 ) |
GOODWILL
GOODWILL | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | Note 11. GOODWILL The Company continually evaluates potential acquisitions that align with the Company’s plans, namely, starting the f&b business in Asia. Starting an f&b business in Hong Kong, China, and Taiwan can be an excellent opportunity due to the large consumer market, diverse food culture, high demand for international cuisine, favorable business environment, skilled labor force, and opportunities for growth. On October 4, 2022, The Company has completed its first f&b business acquisition of MOC HK Limited, a f&b business started in Hong Kong. The accompanying consolidated financial statements include the operations of the acquired entity from its acquisition date. The acquisition has been accounted for as a business combination. Accordingly, consideration paid by the Company to complete the acquisition is initially allocated to the acquired assets and liabilities assumed based upon their estimated acquisition date fair values. The recorded amounts for assets acquired and liabilities assumed are provisional and subject to change during the measurement period, which is up to 12 months from the acquisition date. As a result of the acquisition of MOC, goodwill of $ 60,343 generated in a business combination represents the purchase price of $ 70,523 The Company evaluates goodwill on an annual basis in the fourth quarter or more frequently if management believes indicators of impairment exist. Such indicators could include, but are not limited to (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If management concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, management conducts a quantitative goodwill impairment test. The impairment test involves comparing the fair value of the applicable reporting unit with its carrying value. The Company estimates the fair values of its reporting units using a combination of the income, or discounted cash flows, approach and the market approach, which utilizes comparable companies’ data. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The Company’s evaluation of goodwill completed during the year resulted in no impairment losses. The table below reflects the Company’s estimates of the acquisition date fair value of the assets acquired and liabilities assumed for the 2022 acquisition SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED MOC Purchase Price Cash $ 70,523 Total purchase consideration $ 70,523 Purchase Price Allocation Assets acquired Current assets 32,700 Property and Equipment, net 11,266 Operating lease right-of-use assets, net 114,232 Total assets acquired 158,198 Liabilities assumed: Current liabilities (33,437 ) Operating lease liability (114,232 ) Accrued taxes (349 ) Total liabilities assumed (148,018 ) Net assets acquired 10,180 Goodwill 60,343 Total purchase consideration $ 70,523 The following table summarizes changes in the carrying amount of goodwill for the years ended December 31, 2022 SCHEDULE OF GOODWILL Balance as of Balance of January 1, 2022 $ - Acquisitions 60,343 Balance as of December 31, 2022 $ 60,343 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
LEASES | Note 12. LEASES The Company has operating leases for its f&b stores and warehouse in Hong Kong . The related lease agreements do not contain any material residual value guarantees or material restrictive covenants. Since the Company’s leases do not provide an implicit rate that can be readily determined, management uses a discount rate based on the incremental borrowing rate. The Company’s weighted-average remaining lease term relating to its operating leases are 1.8 5.38 The current portion of operating lease liabilities and the non-current portion of operating lease liabilities are presented on the balance sheets. Total lease expenses amounted to $ 18,535 0 16,994 0 SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO OPERATING LEASES December 31, 2022 Right-of-use assets 129,478 Lease liabilities - current 71,899 Lease liabilities - non-current 59,196 Total lease liabilities 131,095 As of December 31, 2022, the aggregate future minimum rental payments under non-cancelable agreement are as follows (in $): SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS UNDER NON-CANCELABLE AGREEMENT Maturity of Lease Liabilities Total 2023 76,741 2024 60,265 Total undiscounted lease payments 137,006 Less: Imputed interest (5,911 ) Present value of lease liabilities 131,095 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Note 13. SUBSEQUENT EVENTS On January 27, 2023, the Company and American Wealth Mining Corp. (“AWMC,” and together with the Company, the “Lenders”) entered into a Convertible Credit Agreement (the “Credit Agreement”) with Value Exchange International, Inc. (“Value Exchange”), a Nevada corporation. The Credit Agreement provides Value Exchange with a maximum credit line of $ 1,500,000 8 Value Exchange must request Advances from the Lenders. Either Lender may elect to separately, fully fund the Advance, or both Lenders may jointly elect to fund the Advance based on Lenders’ agreement on the portion of the Advance to be funded by each Lender. Lenders may severally or jointly reject any request for an Advance and neither Lender has an obligation to fund any Advance under the Credit Agreement. Accordingly, the Company will determine how much to loan to Value Exchange pursuant to the Credit Agreement. The Credit Agreement grants conversion rights to each Lender. Each Advance shall be convertible, in whole or in part, into shares of Value Exchange Common Stock at the option of the Lender who made that Advance (being referred to as a “Conversion”), at any time and from time to time, at a price per share equal the “Conversion Price” (as defined below). The Conversion Price for a Conversion shall be the average closing price of the Value Exchange Common Stock for the three (3) consecutive trading days prior to date of the Notice of Conversion. The Lenders shall also have certain conversion rights upon a change of control of Value Exchange, or a breach of the Credit Agreement by Value Exchange. In the event that a Lender elects to convert any portion of an Advance into shares of Value Exchange Common Stock in lieu of cash payment in satisfaction of that Advance, then Value Exchange would issue to the Lender five (5) detachable warrants for each share of Value Exchange Common Stock issued in a Conversion (“Warrants”). Each Warrant will entitle the Lender to purchase one (1) share of Common Stock at a per-share exercise price equal to the Conversion Price. The exercise period of each Warrant will be five (5) years from date of issuance of the Warrant. Our Chairman, Chan Heng Fai, and another member of our Board of Directors, Lum Kan Fai, are both members of the Board of Directors of Value Exchange. In addition to Mr. Chan, two other members of the Board of Directors of our majority stockholder, Alset Inc., are also members of the Board of Directors of Value Exchange (Mr. Wong Shui Yeung and Mr. Wong Tat Keung). The Company currently owns a total of 13,776,163 38.1 On February 23, 2023, the Company and Alset Inc., a Texas corporation (NASDAQ: AEI) (“Alset”) entered into a Subscription Agreement (the “Subscription Agreement”). Pursuant to the Subscription Agreement, the Company has borrowed $ 1,400,000.00 8 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Basis of consolidation | Basis of consolidation The consolidated financial statements include all accounts of the Company and its majority owned and controlled subsidiaries. The Company consolidates entities in which it owns more than 50 The Company’s consolidated financial statements include the financial position, results of operations and cash flows of the following entities as of December 31, 2022 and 2021, as follows: SCHEDULE FOR SUBSIDIARY’S CONSOLIDATION OF FINANCIAL STATEMENTS Attributable interest as of, Name of subsidiary consolidated under Hapi Metaverse Inc. State or other jurisdiction of incorporation or organization December 31, December 31, % % HotApp BlockChain Pte.Ltd. (f.k.a. HotApps International Pte. Ltd.) Singapore 100.0 100.0 HotApp International Limited Hong Kong 100.0 100.0 Gig Stablecoin Inc. (f.k.a. Crypto Exchange Inc.) Nevada 100.0 100.0 HWH World Inc. Delaware 100.0 100.0 HWH World Pte. Ltd. Singapore - 100.0 Smart Reward Express Limited Hong Kong 50.0 * 50.0 * Hapi Café Limited Hong Kong 100.0 ** - MOC HK Limited Hong Kong 100.0 *** - Shenzhen Leyouyou Catering Management Co., Ltd. People’s Republic of China 100.0 **** - Hapi Metaverse Inc. Texas 100.0 ***** - * Smart Reward Express Limited (“Smart Reward”) was incorporated in Hong Kong on July 13, 2021 with an issued and paid-up share capital of HK$ 10,000 10,000 Smart Reward plans to be principally engaged in the business of developing a platform allowing small and medium sized merchants to set-up their own reward program, with the aim of creating a loyalty exchange program for participating merchants. HotApp International Limited is the owner of 50 50 HotApp International Limited holds 5,000 shares of Smart Reward, representing 50% of the total issued and outstanding shares of Smart Reward. 5,000 shares of Smart Reward, representing 50% of the total issued and outstanding shares of Smart Reward, 38.1 18 Accordingly, the Company in total holds more than 50 ** Hapi Cafe Limited (“HCHK”) was incorporated in Hong Kong on July 5, 2022 with an issued and paid-up share capital of HK$ 2 2 HotApp BlockChain Pte. Ltd. is the owner of 100 *** MOC HK Limited (“MOC”) was incorporated in Hong Kong on February 16, 2020 with an issued and paid-up share capital of HK$ 10 10 100 60,343 **** Shenzhen Leyouyou Catering Management Co., Ltd. (“HCCN”) was incorporated in People’s Republic of China on October 10, 2022. HCCN plans to be principally engaged in the food and beverage business in Mainland China. Hapi Cafe Ltd. is the owner HCCN. This business was acquired on October 10, 2022. ***** Hapi Metaverse Inc. was incorporated in Texas on November 28, 2022 with an issued and paid-up share capital of $ 0.1 100 |
Use of estimates | Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, cost and expenses in the consolidated financial statements and accompanying notes. Significant accounting estimates reflected in the Group’s consolidated financial statements include revenue recognition, the useful lives and impairment of property and equipment, valuation allowance for deferred tax assets. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all highly liquid investments with a maturity of three months or less at the date of acquisition to be cash equivalents. There were no |
Leases | Leases The Company follows Accounting Standards Update (“ASU”) 2016-02 (FASB ASC Topic 842) in accounting for its operating lease right-of-use assets and operating lease liabilities. At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange of a consideration. To assess whether a contract is or contains a lease, the Company assess whether the contract involves the use of an identified asset, whether it has the right to obtain substantially all the economic benefits from the use of the asset and whether it has the right to control the use of the asset. The right-of-use assets and related lease liabilities are recognized at the lease commencement date. The Company recognizes operating lease expenses on a straight-line basis over the lease term. Right-of-use of assets The right-of-use of asset is measured at cost, which comprises the amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and less any lease incentive received. Lease liabilities Lease liability is measured at the present value of the outstanding lease payments at the commencement date, discounted using the Company incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise mainly fixed lease payments. |
Foreign currency risk | Foreign currency risk Because of its foreign operations, the Company holds cash in non-US dollars. As of December 31,2022, cash of the Group includes, on an as converted basis to US dollars, $ 359,266 10,719 86,398 10,757 |
Investment Securities | Investment Securities Investments represent equity investments with readily determinable fair values. The Company account for investments in equity securities that have readily determinable fair values are measured at fair value, with unrealized gains and losses from fair value changes recognized in net income in the consolidated statements of comprehensive income. |
Equipment | Equipment Property and equipment are recorded at cost, less depreciation. Repairs and maintenance are expensed as incurred. Expenditures incurred as a consequence of acquiring or using the asset, or that increase the value or productive capacity of assets are capitalized (such as removal, and restoration costs). When property and equipment is retired, sold, or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation are removed from the accounts and any gain or loss is included in operations. Depreciation is computed by the straight-line method (after considering their respective estimated residual values) over the estimated useful lives of the respective assets as follows: SCHEDULE OF ESTIMATED USEFUL LIVES OF ASSETS Computer equipment 3 years leasehold improvement 3 years |
Concentrations | Concentrations Financial instruments that potentially expose the Group to concentration of credit risk consist primarily of cash. Although the cash at each particular bank in the United States is insured up to $ 250,000 |
Fair value | Fair value Fair Value of Financial Instruments The carrying value of cash, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the consolidated financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. The Company classifies and discloses assets and liabilities carried at fair value in one of the following three categories: ● Level 1 - quoted prices in active markets for identical assets and liabilities. ● Level 2 - observable market-based inputs or unobservable inputs that are corroborated by market data; and ● Level 3 - significant unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. |
Revenue recognition | Revenue recognition Accounting Standards Codification 606, Revenue from Contracts with Customers (“ASC 606”), establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services or catering service to customers. The Company adopted this new standard on January 1, 2018 under the modified retrospective method. The adoption did not have a material effect on our financial statements. Revenue is recognized when (or as) the Company transfers promised goods or services or catering service to its customers in amounts that reflect the consideration to which the Company expects to be entitled to in exchange for those goods or services, which occurs when (or as) the Company satisfies its contractual obligations and transfers over control of the promised goods or services or catering service to its customers. Costs to obtain or fulfill a contract are expensed as incurred. The Company began generating revenue from f&b business by providing quality catering service and a project providing services to Value Exchange Int’l (Hong Kong) Limited, a subsidiary of Value Exchange International, Inc.(“VEII”) located in Hong Kong, on a monthly basis in 2022. VEII is a related party of the Company. Upon receipt of purchase order from this customer, we issue the corresponding invoice and provide the service accordingly. Any payment received from this customer in advance is presented within other payables on the Company’s consolidated balance sheets. |
Income taxes | Income taxes Current income taxes are provided for in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognized when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements. Net operating loss carry forwards and credits are applied using enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that a portion of or all of the deferred tax assets will not be realized. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. The impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood |
Foreign currency translation | Foreign currency translation Items included in the consolidated financial statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). The functional and reporting currency of the Company is the United States dollar (“U.S. dollar”). The financial records of the Company’s subsidiaries located in Singapore, Hong Kong and Mainland China are maintained in their local currencies, the Singapore Dollar (S$), Hong Kong Dollar (HK$) and Chinese Yuan (CN ¥ Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the consolidated statements of operations. The Company’s entities with functional currency of Singapore Dollar, Hong Kong Dollar and Chinese Yuan, translate their operating results and financial positions into the U.S. dollar, the Company’s reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of comprehensive income (loss). For the year ended December 31, 2022, the Company recorded other comprehensive loss from a translation loss of $( 15,843 78,963 |
Comprehensive income (loss) | Comprehensive income (loss) Comprehensive income (loss) includes gains (losses) from foreign currency translation adjustments. Comprehensive income (loss) is reported in the consolidated statements of operations and comprehensive loss. |
Earnings (Loss) per share | Earnings (Loss) per share Basic earnings (loss) per share is computed by dividing net income (loss) attributable to stockholders by the weighted average number of shares outstanding during the year. As of December 31, 2022, there are no potentially dilutive securities that were excluded from the computation of diluted EPS. |
Non-controlling interests | Non-controlling interests Non-controlling interests represent the equity in a subsidiary not attributable, directly or indirectly, to owners of the Company, and are presented separately in the consolidated statements of operation and comprehensive income, and within equity in the Consolidated Balance Sheets, separately from equity attributable to owners of the Company. On December 31, 2022 and 2021, the aggregate non-controlling interests in the Company were ($ 1,851 1,618 |
Recent accounting pronouncement | Recent accounting pronouncement Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE FOR SUBSIDIARY’S CONSOLIDATION OF FINANCIAL STATEMENTS | The Company’s consolidated financial statements include the financial position, results of operations and cash flows of the following entities as of December 31, 2022 and 2021, as follows: SCHEDULE FOR SUBSIDIARY’S CONSOLIDATION OF FINANCIAL STATEMENTS Attributable interest as of, Name of subsidiary consolidated under Hapi Metaverse Inc. State or other jurisdiction of incorporation or organization December 31, December 31, % % HotApp BlockChain Pte.Ltd. (f.k.a. HotApps International Pte. Ltd.) Singapore 100.0 100.0 HotApp International Limited Hong Kong 100.0 100.0 Gig Stablecoin Inc. (f.k.a. Crypto Exchange Inc.) Nevada 100.0 100.0 HWH World Inc. Delaware 100.0 100.0 HWH World Pte. Ltd. Singapore - 100.0 Smart Reward Express Limited Hong Kong 50.0 * 50.0 * Hapi Café Limited Hong Kong 100.0 ** - MOC HK Limited Hong Kong 100.0 *** - Shenzhen Leyouyou Catering Management Co., Ltd. People’s Republic of China 100.0 **** - Hapi Metaverse Inc. Texas 100.0 ***** - * Smart Reward Express Limited (“Smart Reward”) was incorporated in Hong Kong on July 13, 2021 with an issued and paid-up share capital of HK$ 10,000 10,000 Smart Reward plans to be principally engaged in the business of developing a platform allowing small and medium sized merchants to set-up their own reward program, with the aim of creating a loyalty exchange program for participating merchants. HotApp International Limited is the owner of 50 50 HotApp International Limited holds 5,000 shares of Smart Reward, representing 50% of the total issued and outstanding shares of Smart Reward. 5,000 shares of Smart Reward, representing 50% of the total issued and outstanding shares of Smart Reward, 38.1 18 Accordingly, the Company in total holds more than 50 ** Hapi Cafe Limited (“HCHK”) was incorporated in Hong Kong on July 5, 2022 with an issued and paid-up share capital of HK$ 2 2 HotApp BlockChain Pte. Ltd. is the owner of 100 *** MOC HK Limited (“MOC”) was incorporated in Hong Kong on February 16, 2020 with an issued and paid-up share capital of HK$ 10 10 100 60,343 **** Shenzhen Leyouyou Catering Management Co., Ltd. (“HCCN”) was incorporated in People’s Republic of China on October 10, 2022. HCCN plans to be principally engaged in the food and beverage business in Mainland China. Hapi Cafe Ltd. is the owner HCCN. This business was acquired on October 10, 2022. ***** Hapi Metaverse Inc. was incorporated in Texas on November 28, 2022 with an issued and paid-up share capital of $ 0.1 100 |
SCHEDULE OF ESTIMATED USEFUL LIVES OF ASSETS | SCHEDULE OF ESTIMATED USEFUL LIVES OF ASSETS Computer equipment 3 years leasehold improvement 3 years |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | Accrued expenses consisted of the following: SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES 2022 2021 As of December 31, 2022 2021 Continuing operations Accrued payroll $ 3,309 $ 321 Accrued professional fees 18,905 8,592 Other including receipt in advance from customer 2,387 3,103 Other including receipt in advance from customer – related party 7,838 - Total $ 32,439 $ 12,016 Discontinued operations Accrued professional fees $ - $ 2,593 Total $ - $ 2,593 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and Equipment, net consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT 2022 2021 As of December 31, 2022 2021 Cost Leasehold improvement $ 11,266 $ - Computer equipment 5,685 1,990 Total cost $ 16,951 $ 1,990 Less: accumulated depreciation # $ $ - Leasehold improvement # 4,840 - Computer equipment # 1,806 277 Total accumulated depreciation # 6,646 277 NBV at the end of year Leasehold improvement 6,426 - Computer equipment $ 3,879 $ 1,713 Total NBV $ 10,305 $ 1,713 # –Total of depreciation expenses charged for the year ended December 31, 2022 and 2021 were $ 6,345 277 4,821 0 1,524 277 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF PROVISION FOR INCOME TAXES AND DEFERRED INCOME TAX ASSETS | The provision for income taxes for the years ended December 31, 2022 and 2021, was as follows: SCHEDULE OF PROVISION FOR INCOME TAXES AND DEFERRED INCOME TAX ASSETS Domestic Foreign Total Domestic Foreign Total Year Ended December 31, 2022 2021 Domestic Foreign Total Domestic Foreign Total Loss from continuing operations, before income taxes $ (1,397,003 ) $ (161,948 ) $ (1,558,951 ) $ 1,180,674 $ (77,139 ) $ 1,103,535 Income tax at statutory rate (293,371 ) (29,146 ) (322,517 ) 247,942 (12,728 ) 235,214 Items not taxable for tax purposes 294,923 (6,925 ) 287,998 (273,000 ) (48,892 ) (321,892 ) Items not deductible for tax purposes - 41,703 41,703 18,828 2,634 21,462 Change in valuation allowance (1,552 ) (5,632 ) (7,184 ) 6,230 58,986 65,216 Income tax expense $ - $ - $ - $ - $ - $ - Deferred income tax assets/(liabilities): Operating loss carry forwards 160,550 920,374 1,080,924 191,699 879,418 1,071,118 Fair value adjustment on investment 299,690 - 299,690 (273,000 ) - (273,000 ) Unrealized exchange (gain)/loss (4,766 ) (7,952 ) (12,718 ) 17,190 (7,264 ) 9,927 Accumulated other comprehensive loss - (63,048 ) (63,048 ) - - - Total deferred (liabilities) assets $ 455,474 $ 849,374 $ 1,304,848 $ (64,110 ) $ 872,155 $ 808,044 Less: valuation allowance (455,474 ) $ (849,374 ) $ (1,304,848 ) $ 64,110 $ (872,155 ) $ (808,044 ) Total net deferred tax assets $ - $ - $ - $ - $ - $ - |
INVESTMENT IN RELATED PARTY (Ta
INVESTMENT IN RELATED PARTY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investments, All Other Investments [Abstract] | |
SCHEDULE OF INVESTMENT | SCHEDULE OF INVESTMENT Level 1 Level 2 Level 3 Fair Value Fair Value Measurement Using Amount at Level 1 Level 2 Level 3 Fair Value December 31, 2022 Asset Investment Securities – Fair Value $ 2,341,948 $ - $ - $ 2,341,948 Total Investment in securities at Fair Value $ 2,341,948 $ - $ - $ 2,341,948 Level 1 Level 2 Level 3 Fair Value Fair Value Measurement Using Amount at Level 1 Level 2 Level 3 Fair Value December 31, 2021 Asset Investment Securities – Fair Value $ 1,950,000 $ - $ - $ 1,950,000 Total Investment in securities at Fair Value $ 1,950,000 $ - $ - $ 1,950,000 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
SCHEDULE OF ASSETS AND LIABILITIES DISCONTINUED OPERATIONS | The composition of assets and liabilities included in discontinued operations was as follows: SCHEDULE OF ASSETS AND LIABILITIES DISCONTINUED OPERATIONS April 18, 2022 December 31, 2021 LIABILITIES AND STOCKHOLDERS’ DEFICIT CURRENT LIABILITIES: Accounts payable and accrued expenses $ 3,217 $ 2,593 TOTAL CURRENT LIABILITIES 3,217 2,593 TOTAL LIABILITIES $ 3,217 $ 2,593 The aggregate financial results of discontinued operations were as follows: Year Ended Year Ended Operating expenses: General and administrative $ 648 $ 3,259 Total operating expenses 648 3,259 Income (Loss) from operations (648 ) (3,259 ) Income (Loss) from discontinued operations $ (648 ) $ (3,259 ) |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED | The table below reflects the Company’s estimates of the acquisition date fair value of the assets acquired and liabilities assumed for the 2022 acquisition SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED MOC Purchase Price Cash $ 70,523 Total purchase consideration $ 70,523 Purchase Price Allocation Assets acquired Current assets 32,700 Property and Equipment, net 11,266 Operating lease right-of-use assets, net 114,232 Total assets acquired 158,198 Liabilities assumed: Current liabilities (33,437 ) Operating lease liability (114,232 ) Accrued taxes (349 ) Total liabilities assumed (148,018 ) Net assets acquired 10,180 Goodwill 60,343 Total purchase consideration $ 70,523 |
SCHEDULE OF GOODWILL | The following table summarizes changes in the carrying amount of goodwill for the years ended December 31, 2022 SCHEDULE OF GOODWILL Balance as of Balance of January 1, 2022 $ - Acquisitions 60,343 Balance as of December 31, 2022 $ 60,343 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO OPERATING LEASES | SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO OPERATING LEASES December 31, 2022 Right-of-use assets 129,478 Lease liabilities - current 71,899 Lease liabilities - non-current 59,196 Total lease liabilities 131,095 |
SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS UNDER NON-CANCELABLE AGREEMENT | As of December 31, 2022, the aggregate future minimum rental payments under non-cancelable agreement are as follows (in $): SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS UNDER NON-CANCELABLE AGREEMENT Maturity of Lease Liabilities Total 2023 76,741 2024 60,265 Total undiscounted lease payments 137,006 Less: Imputed interest (5,911 ) Present value of lease liabilities 131,095 |
ORGANIZATION AND PRINCIPAL BU_2
ORGANIZATION AND PRINCIPAL BUSINESS ACTIVITIES (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 6,288,884 | $ 4,560,449 |
Net working capital deficit | $ 2,016,821 |
SCHEDULE FOR SUBSIDIARY_S CONSO
SCHEDULE FOR SUBSIDIARY’S CONSOLIDATION OF FINANCIAL STATEMENTS (Details) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | |||
SINGAPORE | HotApp BlockChain Pte.Ltd. (f.k.a. HotApps International Pte. Ltd.) [Member] | ||||
Financing Receivable, Past Due [Line Items] | ||||
Variable interest rates | 100% | 100% | ||
SINGAPORE | HWH World Pte. Ltd [Member] | ||||
Financing Receivable, Past Due [Line Items] | ||||
Variable interest rates | 100% | |||
HONG KONG | HotApp International Limited [Member] | ||||
Financing Receivable, Past Due [Line Items] | ||||
Variable interest rates | 100% | 100% | ||
HONG KONG | Smart Reward Express Limited [Member] | ||||
Financing Receivable, Past Due [Line Items] | ||||
Variable interest rates | [1] | 50% | 50% | |
HONG KONG | Hapi Cafe Limited [Member] | ||||
Financing Receivable, Past Due [Line Items] | ||||
Variable interest rates | 100% | [2] | ||
HONG KONG | MOC HK Limited [Member] | ||||
Financing Receivable, Past Due [Line Items] | ||||
Variable interest rates | 100% | [3] | ||
NEVADA | Gig Stablecoin Inc. (f.k.a. Crypto Exchange Inc.) [Member] | ||||
Financing Receivable, Past Due [Line Items] | ||||
Variable interest rates | 100% | 100% | ||
DELAWARE | HWH World Inc Member [Member] | ||||
Financing Receivable, Past Due [Line Items] | ||||
Variable interest rates | 100% | 100% | ||
CHINA | Shenzhen Leyouyou Catering Management Co., Ltd. [Member] | ||||
Financing Receivable, Past Due [Line Items] | ||||
Variable interest rates | 100% | [4] | ||
TEXAS | Hapi Metaverse Inc. [Member] | ||||
Financing Receivable, Past Due [Line Items] | ||||
Variable interest rates | [5] | 100% | ||
TEXAS | Hapi Metaverse Ltd [Member] | ||||
Financing Receivable, Past Due [Line Items] | ||||
Variable interest rates | ||||
[1]Smart Reward Express Limited (“Smart Reward”) was incorporated in Hong Kong on July 13, 2021 with an issued and paid-up share capital of HK$ 10,000 10,000 2 2 10 10 100 60,343 0.1 100 |
SCHEDULE FOR SUBSIDIARY_S CON_2
SCHEDULE FOR SUBSIDIARY’S CONSOLIDATION OF FINANCIAL STATEMENTS (Details) (Parenthethical) | 12 Months Ended | ||||||
Oct. 05, 2022 USD ($) | Dec. 31, 2022 USD ($) shares | Nov. 28, 2022 USD ($) shares | Oct. 05, 2022 HKD ($) shares | Jul. 05, 2022 HKD ($) shares | Dec. 31, 2021 shares | Jul. 13, 2021 HKD ($) shares | |
Accounting Policies [Abstract] | |||||||
Paid up share capital | $ 100,000 | $ 10 | $ 2 | $ 10,000 | |||
Ordinary shares issued | shares | 506,898,576 | 100 | 10 | 2 | 506,898,576 | 10,000 | |
Ownership percentage | 100% | 50% | |||||
Goodwill during acquisition | $ | $ 60,343 | $ 60,343 |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIVES OF ASSETS (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 12 Months Ended | ||||||
Oct. 05, 2022 | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 HKD ($) | Dec. 31, 2022 SGD ($) | Dec. 31, 2021 HKD ($) | Dec. 31, 2021 SGD ($) | |
Ownership percentage | 100% | 50% | |||||
Cash equivalents | $ 0 | $ 0 | $ 359,266 | $ 10,719 | $ 86,398 | $ 10,757 | |
Cash FDIC insured | $ 250,000 | ||||||
Income tax likelihood | less than a 50% likelihood | ||||||
Foreign currency translation gain | $ 15,843 | 78,963 | |||||
Non-controlling interest | $ 1,851 | $ 1,618 | |||||
Smart Reward Express Limited [Member] | |||||||
Ownership percentage | 50% | ||||||
Investment, ownership percentage | 50% | 50% | 50% | ||||
Value Exchange International Inc [Member] | |||||||
Ownership percentage | 38.10% | 18% | |||||
Description of rewards | 5,000 shares of Smart Reward, representing 50% of the total issued and outstanding shares of Smart Reward, | ||||||
HotApp International Limited [Member] | |||||||
Ownership percentage | 50% | ||||||
Description of rewards | 5,000 shares of Smart Reward, representing 50% of the total issued and outstanding shares of Smart Reward. | ||||||
Hot App Block Chain Pte. Ltd., [Member] | |||||||
Ownership percentage | 100% |
SCHEDULE OF ACCRUED EXPENSES AN
SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Other including receipt in advance from customer – related party | $ 7,838 | |
Continuing Operations [Member] | ||
Accrued payroll | 3,309 | 321 |
Accrued professional fees | 18,905 | 8,592 |
Other including receipt in advance from customer | 2,387 | 3,103 |
Other including receipt in advance from customer – related party | 7,838 | |
Total | 32,439 | 12,016 |
Discontinued Operations [Member] | ||
Accrued professional fees | 2,593 | |
Total | $ 2,593 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Total cost | $ 16,951 | $ 1,990 | |
Total accumulated depreciation | [1] | 6,646 | 277 |
Total NBV | 10,305 | 1,713 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | 11,266 | ||
Total accumulated depreciation | [1] | 4,840 | |
Total NBV | 6,426 | ||
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | 5,685 | 1,990 | |
Total accumulated depreciation | [1] | 1,806 | 277 |
Total NBV | $ 3,879 | $ 1,713 | |
[1]–Total of depreciation expenses charged for the year ended December 31, 2022 and 2021 were $ 6,345 277 4,821 0 1,524 277 |
SCHEDULE OF PROPERTY AND EQUI_2
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||
Depreciation expenses | $ 6,345 | $ 277 |
Cost of revenue depreciation | 4,821 | |
General and Administrative Expense [Member] | ||
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||
Depreciation expenses | $ 1,524 | $ 277 |
SCHEDULE OF PROVISION FOR INCOM
SCHEDULE OF PROVISION FOR INCOME TAXES AND DEFERRED INCOME TAX ASSETS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Loss from continuing operations, before income taxes | $ (1,558,951) | $ 1,103,535 |
Income tax at statutory rate | (322,517) | 235,214 |
Items not taxable for tax purposes | 287,998 | (321,892) |
Items not deductible for tax purposes | 41,703 | 21,462 |
Change in valuation allowance | (7,184) | 65,216 |
Income tax expense | ||
Operating loss carry forwards | 1,080,924 | 1,071,118 |
Fair value adjustment on investment | 299,690 | 273,000 |
Fair value adjustment on investment | (299,690) | (273,000) |
Unrealized exchange (gain)/loss | (12,718) | (9,927) |
Unrealized exchange (gain)/loss | 12,718 | 9,927 |
Accumulated other comprehensive loss | 63,048 | |
Unrealized exchange (gain)/loss | (63,048) | |
Total deferred assets | 1,304,848 | 808,044 |
Total deferred assets | (1,304,848) | (808,044) |
Less: valuation allowance | (1,304,848) | (808,044) |
Less: valuation allowance | 1,304,848 | 808,044 |
Total net deferred tax assets | ||
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Loss from continuing operations, before income taxes | (1,397,003) | 1,180,674 |
Income tax at statutory rate | (293,371) | 247,942 |
Items not taxable for tax purposes | 294,923 | (273,000) |
Items not deductible for tax purposes | 18,828 | |
Change in valuation allowance | (1,552) | 6,230 |
Income tax expense | ||
Operating loss carry forwards | 160,550 | 191,699 |
Fair value adjustment on investment | 299,690 | 273,000 |
Fair value adjustment on investment | (299,690) | (273,000) |
Unrealized exchange (gain)/loss | (4,766) | (17,190) |
Unrealized exchange (gain)/loss | 4,766 | 17,190 |
Accumulated other comprehensive loss | ||
Unrealized exchange (gain)/loss | ||
Total deferred assets | 455,474 | 64,110 |
Total deferred assets | (455,474) | (64,110) |
Less: valuation allowance | (455,474) | (64,110) |
Less: valuation allowance | 455,474 | 64,110 |
Total net deferred tax assets | ||
Foreign Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Loss from continuing operations, before income taxes | (161,948) | (77,139) |
Income tax at statutory rate | (29,146) | (12,728) |
Items not taxable for tax purposes | (6,925) | (48,892) |
Items not deductible for tax purposes | 41,703 | 2,634 |
Change in valuation allowance | (5,632) | 58,986 |
Income tax expense | ||
Operating loss carry forwards | 920,374 | 879,418 |
Fair value adjustment on investment | ||
Fair value adjustment on investment | ||
Unrealized exchange (gain)/loss | (7,952) | (7,264) |
Unrealized exchange (gain)/loss | 7,952 | 7,264 |
Accumulated other comprehensive loss | 63,048 | |
Unrealized exchange (gain)/loss | (63,048) | |
Total deferred assets | 849,374 | 872,155 |
Total deferred assets | (849,374) | (872,155) |
Less: valuation allowance | (849,374) | (872,155) |
Less: valuation allowance | 849,374 | 872,155 |
Total net deferred tax assets |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Income Tax Disclosure [Abstract] | |
income tax rate | 21% |
Tax loss carryforward | $ 5,366,396 |
SHARE CAPITALIZATION (Details N
SHARE CAPITALIZATION (Details Narrative) | 12 Months Ended | |||||||||||
Aug. 30, 2022 shares | Dec. 20, 2018 USD ($) $ / shares shares | Mar. 27, 2017 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Nov. 28, 2022 shares | Oct. 05, 2022 shares | Jul. 05, 2022 shares | Jul. 13, 2021 shares | May 05, 2017 shares | Jul. 13, 2015 USD ($) $ / shares | Oct. 15, 2014 shares | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 500,000,000 | |||||||||
Preferred stock, share authorized | 15,000,000 | 15,000,000 | ||||||||||
Preferred stock, Par Value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||
Common stock, shares issued | 506,898,576 | 506,898,576 | 100 | 10 | 2 | 10,000 | ||||||
Common stock, shares outstanding | 506,898,576 | 506,898,576 | ||||||||||
Preferred stock, shares issued | 0 | 0 | ||||||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||||||
Acquired common stock | $ | $ 50,690 | $ 50,690 | ||||||||||
Purchase Agreement AIL [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Common stock, par value | $ / shares | $ 5 | |||||||||||
Common stock, shares issued | 1,000,000 | |||||||||||
Ownership percentage | 19% | |||||||||||
Acquired common stock | $ | $ 777,687 | |||||||||||
Owned | 98.17% | |||||||||||
Sale of stock, number of shares | 505,341,376 | 1,449,200 | ||||||||||
Sale of stock price per share | $ / shares | $ 0.50 | |||||||||||
Sale of stock amount | $ | $ 1,600,000 | |||||||||||
Sale of stock shares percentage | 99.69% | 99.693% | ||||||||||
Purchase Agreement AIL [Member] | Maximum [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Sale of stock, number of shares | 3,200,000 | |||||||||||
Loan Conversion Agreement AIL [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Debt conversion amount | $ | $ 450,890 | |||||||||||
Debt conversion, common shares | 500,988,889 | |||||||||||
Conversion price | $ / shares | $ 0.0009 | |||||||||||
Conversion percentage | 0.99979 |
EQUITY INCENTIVE PLAN (Details
EQUITY INCENTIVE PLAN (Details Narrative) | Jul. 30, 2018 shares |
Equity Incentive Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Common stock shares reserved for issuance | 50,000,000 |
SCHEDULE OF INVESTMENT (Details
SCHEDULE OF INVESTMENT (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | ||
Investment Securities – Fair Value | $ 2,341,948 | $ 1,950,000 |
Total Investment in securities at Fair Value | 2,341,948 | 1,950,000 |
Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Investment Securities – Fair Value | 2,341,948 | 1,950,000 |
Total Investment in securities at Fair Value | 2,341,948 | 1,950,000 |
Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Investment Securities – Fair Value | ||
Total Investment in securities at Fair Value | ||
Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Investment Securities – Fair Value | ||
Total Investment in securities at Fair Value |
INVESTMENT IN RELATED PARTY (De
INVESTMENT IN RELATED PARTY (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Oct. 17, 2022 | Apr. 30, 2021 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | |||
Common stock shares acquired | 6,500,000 | ||
Common stock subscription price | $ 650,000 | ||
Gain (Loss) on Disposition of Stock in Subsidiary | $ 75,307 | ||
Value Exchange International Inc [Member] | Stock Purchase Agreement [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Number of shares purchased | 7,276,163 | ||
Business combination, consideration transferred | $ 1,743,734.12 |
RELATED PARTY BALANCES AND TR_2
RELATED PARTY BALANCES AND TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | ||||||
Oct. 05, 2022 | Aug. 30, 2022 | Dec. 31, 2022 | Sep. 30, 2022 | Sep. 05, 2022 | Apr. 18, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||||||
Sale of stock, percentage of ownership after transaction | 100% | 50% | |||||
Alset EHome International Inc [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Disposal of shares | 505,341,376 | ||||||
Sale of stock, percentage of ownership after transaction | 99.69% | ||||||
Lee Wang Kei [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Amount due to related parties | $ 2,000 | ||||||
HWH World Pte. Limited, to Health Wealth Happiness Pte. Ltd [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Consideration price per share | $ 2 | ||||||
Chan Heng Fai [Member] | Hapi Cafe Limited [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Consideration price per share | $ 2 | ||||||
Value Exchange International Inc [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Revenues | $ 28,143 | ||||||
Receivable amount | 2,802 | ||||||
Payable from affiliate | 7,838 | ||||||
Alset Inc [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Amount due to related parties | 1,743,734 | ||||||
Alset International Limited [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Amount due to related parties | 2,506,676 | $ 2,383,596 | |||||
Alset International Limited [Member] | Health Wealth Happiness Pte. Ltd [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Amount due to related parties | 631,838 | ||||||
Amount due from related parties | 4,158 | ||||||
Associated Company of Alset International Limited [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Amount due to related parties | $ 102 | $ 102 |
SCHEDULE OF ASSETS AND LIABILIT
SCHEDULE OF ASSETS AND LIABILITIES DISCONTINUED OPERATIONS (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Apr. 18, 2022 | |
CURRENT LIABILITIES: | |||
Accounts payable and accrued expenses | $ 2,593 | $ 3,217 | |
TOTAL CURRENT LIABILITIES | 2,593 | 3,217 | |
TOTAL LIABILITIES | 2,593 | $ 3,217 | |
Operating expenses: | |||
General and administrative | 648 | 3,259 | |
Total operating expenses | 648 | 3,259 | |
Income (Loss) from operations | (648) | (3,259) | |
Income (Loss) from discontinued operations | $ (648) | $ (3,259) |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details Narrative) - $ / shares | 12 Months Ended | ||
Oct. 05, 2022 | Apr. 18, 2022 | Dec. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Share capital percentage | 100% | 50% | |
HWH World Pte. Ltd [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Transfer of shares | 100,000 | ||
Share capital percentage | 100% | ||
Consideration price per share | $ 2 |
SCHEDULE OF FAIR VALUE OF ASSET
SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||
Goodwill | $ 60,343 | |
MOC HK Limited [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Cash | 70,523 | |
Total purchase consideration | 70,523 | |
Current assets | 32,700 | |
Property and Equipment, net | 11,266 | |
Operating lease right-of-use assets, net | 114,232 | |
Total assets acquired | 158,198 | |
Current liabilities | (33,437) | |
Operating lease liability | (114,232) | |
Accrued taxes | (349) | |
Total liabilities assumed | (148,018) | |
Net assets acquired | 10,180 | |
Goodwill | $ 60,343 |
SCHEDULE OF GOODWILL (Details)
SCHEDULE OF GOODWILL (Details) - USD ($) | 12 Months Ended | |
Oct. 05, 2022 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Balance as of Balance of January 1, 2022 | ||
Acquisitions | $ 60,343 | 60,343 |
Balance as of December 31, 2022 | $ 60,343 |
GOODWILL (Details Narrative)
GOODWILL (Details Narrative) - USD ($) | 12 Months Ended | |
Oct. 05, 2022 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Acquisition of goodwill | $ 60,343 | $ 60,343 |
MOC HK Limited [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Acquisition of goodwill | 60,343 | |
Purchase consideration | $ 70,523 |
SCHEDULE OF SUPPLEMENTAL BALANC
SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO OPERATING LEASES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Leases | ||
Right-of-use assets | $ 129,478 | |
Lease liabilities - current | 71,899 | |
Lease liabilities - non-current | 59,196 | |
Total lease liabilities | $ 131,095 |
SCHEDULE OF FUTURE MINIMUM RENT
SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS UNDER NON-CANCELABLE AGREEMENT (Details) | Dec. 31, 2022 USD ($) |
Leases | |
2023 | $ 76,741 |
2024 | 60,265 |
Total undiscounted lease payments | 137,006 |
Less: Imputed interest | (5,911) |
Present value of lease liabilities | $ 131,095 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases | ||
Weighted average remaining lease term, operating lease | 1 year 9 months 18 days | |
Weighted average discount rate, operating lease | 5.38% | |
Lease expenses | $ 18,535 | $ 0 |
Cash flow paid for operating leases | $ 16,994 | $ 0 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($) | Feb. 23, 2023 | Jan. 27, 2023 |
Subsequent Event [Line Items] | ||
Shares outstanding | 13,776,163 | |
Percentage of shares owned | 38.10% | |
Convertible Credit Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Line of credit maximum borrowing capacity | $ 1,500,000 | |
Line of credit rate | 8% | |
Subscription Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Loan amount | $ 1,400,000 | |
Debt interest rate | 8% |