Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2021 | May 14, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | NETWORK CN INC | |
Entity Central Index Key | 0000934796 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Amendment Flag | false | |
Entity File Number | 000-30264 | |
Current Fiscal Year End Date | --12-31 | |
Title of 12(b) Security | Common Stock, $0.001 par value | |
Trading Symbol | nwcn | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | DE | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 8,774,263 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash | $ 6,073 | $ 5,967 |
Prepaid expenses and other current assets, net | 100,000 | 100,000 |
Total Current Assets | 106,073 | 105,967 |
Equipment, Net | 547 | 599 |
TOTAL ASSETS | 106,620 | 106,566 |
Current Liabilities | ||
Accounts payable, accrued expenses and other payables | 4,457,354 | 4,261,650 |
Short term loan | 2,973,211 | 2,973,211 |
Total Current Liabilities | 7,430,565 | 7,234,861 |
Non-Current Liabilities | ||
1% convertible promissory note due 2025, net | 645,000 | 645,000 |
Total Non- Current Liabilities | 645,000 | 645,000 |
TOTAL LIABILITIES | 8,075,565 | 7,879,861 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, $0.001 par value, 5,000,000 shares authorized None issued and outstanding | ||
Common stock, $0.001 par value, 26,666,667 shares authorize Shares issued and outstanding: 8,774,263 and 8,774,263 as of March 31, 2021 and December 31, 2020, respectively | 8,773 | 8,773 |
Additional paid-in capital | 124,209,441 | 124,209,441 |
Accumulated deficit | (133,891,381) | (133,695,748) |
Accumulated other comprehensive income | 1,704,222 | 1,704,239 |
TOTAL STOCKHOLDERS' DEFICIT | (7,968,945) | (7,773,295) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 106,620 | $ 106,566 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 5,000,000 | 5,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 26,666,667 | 26,666,667 |
Common stock, issued | 8,774,263 | 8,774,263 |
Common stock, outstanding | 8,774,263 | 8,774,263 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
REVENUES | ||
GROSS LOSS | ||
OPERATING EXPENSES | ||
General and administrative | (65,680) | (77,204) |
Total Operating Expenses | (65,680) | (77,204) |
LOSS FROM OPERATIONS | (65,680) | (77,204) |
OTHER INCOME | ||
Gain from write-off of long aged payables | 386,772 | |
Total Other Income | 386,772 | |
INTEREST AND OTHER DEBT-RELATD EXPENSES | ||
Interest expense | (129,953) | (142,903) |
Total Interest and Other Debt-Related Expenses | (129,953) | (142,903) |
NET (LOSS)/PROFIT BEFORE INCOME TAXES | (195,633) | 166,665 |
Income taxes | ||
NET (LOSS)/PROFIT | (195,633) | 166,665 |
OTHER COMPREHENSIVE INCOME | ||
Foreign currency translation loss | (17) | (148) |
Total Other Comprehensive Loss | (17) | (148) |
COMPREHENSIVE (LOSS)/INCOME | $ (195,650) | $ 166,517 |
NET (LOSS)/PROFIT PER COMMON SHARE - BASIC AND DILUTED (in dollars per share) | $ (0.02) | $ 0.02 |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED (in shares) | 8,774,263 | 8,774,263 |
Advertising [Member] | ||
REVENUES | ||
COST OF REVENUES |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net (loss)/profit | $ (195,633) | $ 166,665 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 52 | 219 |
Gain from write-off of long aged payables | (386,772) | |
Changes in operating assets and liabilities: | ||
Accounts payable, accrued expenses and other payables | 195,704 | (424,983) |
Net cash provided by/(used in) operating activities | 123 | (644,871) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible promissory note | 645,000 | |
Net cash provided by financing activities | 645,000 | |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | (17) | (148) |
NET INCREASE/(DECREASE) IN CASH | 106 | (19) |
CASH, BEGINNING OF PERIOD | 5,967 | 5,510 |
CASH, END OF PERIOD | 6,073 | 5,491 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Income taxes | ||
Interest paid | $ 615,000 |
ORGANIZATION AND PRINCIPAL ACTI
ORGANIZATION AND PRINCIPAL ACTIVITIES | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND PRINCIPAL ACTIVITIES | NOTE 1. ORGANIZATION AND PRINCIPAL ACTIVITIES Network CN Inc. was originally incorporated on September 10, 1993 in Delaware with headquarters in the Hong Kong Special Administrative Region of the People’s Republic of China (“PRC” or “China”). Since August 2006, the Company has been principally engaged in the provision of out-of-home advertising in China through the operation of a network of roadside LED digital video panels, mega-size LED digital video billboards and light boxes in major cities. Details of the Company’s principal subsidiaries and variable interest entities as of March 31, 2021, are described in Note 3 – Subsidiaries and Variable Interest Entities. Identification of New projects On January 14, 2020, the Company entered into a Letter of Intent with Earthasia Worldwide Holdings Limited (“EWHL”) that the Company will acquire 100% of the EWHL’s issued and outstanding stock owned by the shareholders of the EWHL and the EWHL will become a wholly owned subsidiary of the Company. On July 23, 2020, the Company entered into Share Exchange Agreement with Ease Global Limited (“Ease Global”), the shareholder of Trade More Global Limited (‘Trade More”) that the Company will purchase, One Thousand and One Hundred (1,100) currently issued shares of common stock of Trade More from Ease Global and in exchange for Forty-nine Million (49,000,000) shares of newly-issued shares of common stock of the Company. The closing of the Exchange shall occur on other date as agreed by the parties of the Share Exchange Agreement. Upon completion of the Exchange, 78% of issued shares of common stock of the Company shall be held by the Ease Global while all of the shares of capital stock of Trade More shall be held by the Company. EWHL is a wholly owned subsidiary of Trade More. The closing of Exchange was not completed on September 2, 2020 and was postponed due to the progress of audit. Due to the delay of completion, the Company will re-evaluate the acquisition until Ease Global can fulfill the revenue target and the internal controls over financial reporting required by the SEC. The Company will proceed to negotiate and seek approval from the board of directors and shareholders for the new share exchange terms and conditions. Increase of authorized capital On April 28, 2020, the Board of Directors and Majority of stockholders of the Company approved to increase the total number of authorized shares of Common Stock from 26,666,667 to 100,000,000,000. Going Concern The Company has experienced recurring net losses $195,633 for the three months ended March 31, 2021. As of March 31, 2021, and December 31, 2020, the Company has stockholders’ deficit of $7,968,945 and $7,773,295, respectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s plans regarding those concerns are addressed in the following paragraph. The unaudited consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. In response to current financial conditions, the Company has undergone a drastic cost-cutting exercise, including reduction of the Company’s workforce, office rentals and other general and administrative expenses. The Company has actively explored new prominent media projects in order to provide a wider range of media and advertising services and improve our financial performance. If the project can start to operate, the Company expects that the project will improve the Company’s future financial performance. The Company expects that the new project can generate positive cashflow. The existing cash together with highly liquid current assets are insufficient to fund the Company’s operations for the next twelve months. The Company will need to rely upon some combination of cash generated from the Company’s operations, the proceeds from the potential exercise of the outstanding option held by Keywin Holdings Limited (“Keywin”) to purchase $2 million in shares of the Company’s common stock, or proceeds from the issuance of the Company’s equity and debt securities as well as the exercise of the conversion option by the Company’s note holders to convert the notes to the Company’s common stock, in order to maintain the Company’s operations. Based on the Company’s best estimates, the Company believes that there are sufficient financial resources to meet the cash requirements for the coming twelve months and the consolidated financial statements have been prepared on a going concern basis. However, there can be no assurance the Company will be able to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (A) Basis of Presentation and Preparation The accompanying unaudited consolidated financial statements of Network CN Inc., its subsidiaries and variable interest entities (collectively “NCN” or the “Company” “we”, “our” or “us”) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of our financial position and results of operations. The unaudited consolidated financial statements for the three months ended March 31, 2021 and 2020 were not audited. It is management’s opinion, however, that all material adjustments (consisting of normal recurring adjustments or a description of the nature and amount of any adjustments other than normal recurring adjustments) have been made which are necessary for a fair presentation of financial statements. The results for the interim period are not necessarily indicative of the results to be expected for the full fiscal year. The year-end consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. The accompanying unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, previously filed with the Securities and Exchange Commission on March 30, 2021. The disclosures made in the unaudited interim consolidated financial statements generally do not repeat those in the annual statements. (B) Principles of Consolidation The unaudited consolidated financial statements include the financial statements of Network CN Inc., its subsidiaries and its variable interest entities for which it is the primary beneficiary. A variable interest entity is an entity in which the Company, through contractual arrangements, bears the risks and enjoys the rewards normally associated with ownership of the entity. Upon making this determination, the Company is deemed to be the primary beneficiary of the entity, which is then required to be consolidated for financial reporting purposes. All significant intercompany transactions and balances have been eliminated upon consolidation. (C) Use of Estimates In preparing unaudited consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. Differences from those estimates are reported in the period they become known and are disclosed to the extent they are material to the unaudited consolidated financial statements taken as a whole. (D) Convertible Promissory Notes Issuance of 1% Convertible Promissory Note On January 14, 2020, the Company issued 1% unsecured senior convertible promissory notes to an individual with the principal amount of $645,000. The 1% convertible promissory notes bore interest at 1% per annum, payable semi-annually in arrears, matured on January 13, 2025, and were convertible at any time into shares of the Company’s common stock at a fixed conversion price of $1.00 per share, subject to customary anti-dilution adjustments. The Company determined the 1% convertible promissory notes to be conventional convertible instruments under ASC Topic 815, Derivatives and Hedging. Its embedded conversion option qualified for equity classification. The embedded beneficial conversion feature was recognized and measured by allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. The debt discount resulting from the allocation of proceeds to the beneficial conversion feature is amortized over the term of the 1% convertible promissory notes from the respective dates of issuance using the effective interest method. (E) Revenue Recognition In accordance with ASC 606, Revenue From Contracts with Customers The Company recognize revenue when a customer obtains control of promised services. The amount of revenue recognized reflects the consideration we expect to be entitled to receive in exchange for such services. To achieve this core principle, we apply the following five steps: 1) Identify the contract(s) with a customer - A contract with a customer exists when (i) we enter into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to those goods or services, (ii) the contract has commercial substance and, (iii) we determine that collection of substantially all consideration for goods or services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. We apply judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer. The contract term for contracts that provide a right to terminate a contract for convenience without significant penalty will reflect the term that each party has enforceable rights under the contract (the period through the earliest termination date). If the termination right is only provided to the customer, the unsatisfied performance obligations will be evaluated as customer options as discussed below. 2) Identify the performance obligations in the contract - Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both (i) capable of being distinct, whereby the customer can benefit from the good or service either on its own or together with other resources that are readily available from third parties or from us, and (ii) are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. If these criteria are not met the promised goods or services are accounted for as a combined performance obligation. Certain of our contracts (under which we deliver multiple promised services) require us to perform integration activities where we bear risk with respect to integration activities. Therefore, we must apply judgment to determine whether as a result of those integration activities and risks, the promised services are distinct on the context of the contract. We typically do not include options that would result in a material right. If options to purchase additional services or options to renew are included in customer contracts, we evaluate the option in order to determine if our arrangement include promises that may represent a material right and needs to be accounted for as a performance obligation in the contract with the customer. 3) Determine the transaction price - The transaction price is determined based on the consideration to which we will be entitled in exchange for transferring goods or services to the customer. Our contract prices may include fixed amounts, variable amounts or a combination of both fixed and variable amounts. To the extent the transaction price includes variable consideration, we estimate the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. When determining if variable consideration should be constrained, management considers whether there are factors outside our control that could result in a significant reversal of revenue. In making these assessments, we consider the likelihood and magnitude of a potential reversal of revenue. These estimates are re-assessed each reporting period as required. 4) Allocate the transaction price to the performance obligations in the contract - If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price (SSP) basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct good or service that forms part of a single performance obligation. For most performance obligations, we determine standalone selling price based on the price at which the performance obligation is sold separately. Although uncommon, if the standalone selling price is not observable through past transactions, we estimate the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. 5) Recognize revenue when (or as) we satisfy a performance obligation: we satisfy performance obligations either over time or at a point-in-time as discussed in further detail below. Revenue is recognized when the related performance obligation is satisfied by transferring control of a promised good or service to a customer. The Company has yet to generate revenue from operations for the periods ended March 31, 2021 and 2020. (F) Recently Adapted Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which eliminates certain exceptions to the existing guidance for income taxes related to the approach for intra-period tax allocations, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. This ASU also simplifies the accounting for income taxes by clarifying and amending existing guidance related to the effects of enacted changes in tax laws or rates in the effective tax rate computation, the recognition of franchise tax and the evaluation of a step-up in the tax basis of goodwill, among other clarifications. ASU 2019-12, which the Company adopted during the first quarter of 2021, did not have a material effect on the Company’s consolidated financial statements. (G) Recent Accounting Pronouncements In January 2020, the FASB issued ASU 2020-01, “Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815),” an amendment clarifying the interaction between accounting standards related to equity securities, equity method investments, and certain derivative instruments. The guidance is effective for fiscal years beginning after December 15, 2020. ASU 2020-01 will become effective for the Company in fiscal 2022. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. In October 2020, the FASB issued ASU 2020-10, “Codification Improvements,” this ASU affects a wide variety of Topics in the Codification. They apply to all reporting entities within the scope of the affected accounting guidance. More specifically, this ASU, among other things, contains amendments that improve the consistency of the Codification by including all disclosure guidance in the appropriate Disclosure Section (Section 50). Many of the amendments arose because the FASB provided an option to give certain information either on the face of the financial statements or in the notes to financial statements and that option only was included in the Other Presentation Matters Section (Section 45) of the Codification. The option to disclose information in the notes to financial statements should have been codified in the Disclosure Section as well as the Other Presentation Matters Section (or other Section of the Codification in which the option to disclose in the notes to financial statements appears). Those amendments are not expected to change current practice. The amendments are effective for annual periods beginning after December 15, 2021, and interim periods within annual periods beginning after December 15, 2022. Early application of the amendments is permitted for and varies based on the entity. The amendments should be applied retrospectively and at the beginning of the period that includes the adoption date. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. |
SUBSIDIARIES AND VARIABLE INTER
SUBSIDIARIES AND VARIABLE INTEREST ENTITIES | 3 Months Ended |
Mar. 31, 2021 | |
Schedule of Investments [Abstract] | |
SUBSIDIARIES AND VARIABLE INTEREST ENTITIES | NOTE 3. SUBSIDIARIES AND VARIABLE INTEREST ENTITIES Details of the Company’s principal subsidiaries and variable interest entities as of March 31, 2021 and December 31, 2020 were as follows: Name Place of Incorporation Ownership/Control interest attributable to the Company Principal activities NCN Group Limited BVI 100% Investment holding NCN Media Services Limited BVI 100% Investment holding Cityhorizon Limited Hong Kong 100% Investment holding NCN Group Management Limited Hong Kong 100% Provision of administrative and management services Crown Eagle Investment Limited Hong Kong 100% Dormant Crown Winner International Limited Hong Kong 100% Investment holding NCN Huamin Management Consultancy (Beijing) PRC 100% Dormant Huizhong Lianhe Media Technology Co., Ltd. * PRC 100% Dormant Beijing Huizhong Bona Media Advertising Co., PRC 100% (1) Dormant Xingpin Shanghai Advertising Limited PRC 100% (1) Dormant Chuanghua Shanghai Advertising Limited PRC 100% Dormant Jiahe Shanghai Advertising Limited PRC 100% Dormant * The subsidiary’s registration license has been revoked. Remarks: 1) Variable interest entity which the Company exerted 100% control through a set of commercial arrangements. |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET | 3 Months Ended |
Mar. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET | NOTE 4. PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET Prepaid expenses and other current assets, net as of March 31, 2021 and December 31, 2020 were as follows: As of March 31, 2021 As of December 31, 2020 Prepaid expenses $ 100,000 $ 100,000 Less: allowance for doubtful debts - - Total $ 100,000 $ 100,000 The Company recorded no allowance for doubtful debts for prepaid expenses and other current assets as of March 31, 2021 and 2020. |
ACCOUNTS PAYABLE, ACCRUED EXPEN
ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER PAYABLES | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER PAYABLES | NOTE 5. ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER PAYABLES Accounts payable, accrued expenses and other payables as of March 31, 2021 and December 31, 2020 were as follows: As of March 31, 2021 As of December 31, 2020 Accrued staff benefit and related fees $ 1,796,863 $ 1,749,401 Accrued professional fees 43,367 47,266 Accrued interest expenses 2,500,826 2,370,872 Other accrued expenses 44,883 41,461 Other payables 71,415 52,650 Total $ 4,457,354 $ 4,261,650 |
SHORT-TERM LOANS
SHORT-TERM LOANS | 3 Months Ended |
Mar. 31, 2021 | |
Short-term Debt [Abstract] | |
SHORT-TERM LOANS | NOTE 6. SHORT-TERM LOANS As of March 31, 2021 and December 31, 2020, the Company recorded an aggregated amount of $2,973,211 of short-term loans. Those loans were borrowed from unrelated individuals. Except for loan of $128,205 that are unsecured, bearing yearly interest of 1% and are repayable on demand, the remaining loans are unsecured, bear a monthly interest of 1.5% and are repayable on demand. However, according to the agreement, the Company shall have the option to shorten or extend the life of those short-term loans if the need arises and the Company has agreed with the lender to extend the short-term loans on the due date. As of the date of this report, those loans have not yet been repaid. The interest expenses of the short-term loans for the three months ended March 31, 2021 and 2020 were $ and $129,197, respectively. |
CONVERTIBLE PROMISSORY NOTES AN
CONVERTIBLE PROMISSORY NOTES AND WARRANTS | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE PROMISSORY NOTES AND WARRANTS | NOTE 7. CONVERTIBLE PROMISSORY NOTES AND WARRANTS Issuance of New 1% Convertible Promissory Notes in 2020 On January 14, 2020, the Company entered into a Subscription Agreement with Tsang Wai Yee Terri (“the Subscriber”) under which the Subscriber agreed to purchase the 1% Senior Unsecured Convertible Note Agreement from the Company for an agreement purchase price of six hundred and forty-five thousand US Dollars ($645,000). On the same date, the Company signed the 1% Senior Unsecured Convertible Note Agreement under which the Company may sell and issue to the Subscriber up to an aggregate maximum amount of $645,000 in principal amount of Convertible Notes prior to January 13, 2025. The Convertible Promissory Notes issued to the Investor are convertible at the holder’s option into shares of Company common stock at $1.00 per share. Convertible promissory notes, net as of March 31, 2021 and December 31, 2020 were as follows: As of March 31, 2021 As of December 31, 2020 Gross carrying value $ 645,000 $ 645,000 Less: Allocated intrinsic value of beneficial conversion - - Add: Accumulated amortization of debt discount - - $ 645,000 $ 645,000 Current portion $ - $ - Non-current portion 645,000 645,000 $ 645,000 $ 645,000 Interest Expense The interest expenses of the 1% Convertible Promissory Notes for the three months ended March 31, 2021 and 2020 were $1,607 and $13,706, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8. COMMITMENTS AND CONTINGENCIES Contingencies The Company accounts for loss contingencies in accordance with ASC Topic 450 and other related guidelines. As of March 31, 2021 and December 31, 2020, the Company’s management is of the opinion that there are no commitments and contingencies to account for. |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS' DEFICIT | NOTE 9. STOCKHOLDERS’ DEFICIT Restriction on payment of dividends The Company has not declared any dividends since incorporation. For instance, the terms of the outstanding promissory notes issued January 14, 2020 contain restrictions on the payment of dividends. The dividend restrictions provide that the Company or any of its subsidiaries shall not declare or pay dividends or other distributions in respect of the equity securities of such entity other than dividends or distributions of cash which amounts during any 12-month period that exceed ten percent (10%) of the consolidated net income of the Company based on the Company’s most recent audited consolidated financial statements disclosed in the Company’s annual report on Form 10-K (or equivalent form) filed with the U.S. Securities and Exchange Commission. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 10. RELATED PARTY TRANSACTIONS Except as set forth below, during the three months ended March 31, 2021 and 2020, the Company did not enter into any material transactions or series of transactions that would be considered material in which any officer, director or beneficial owner of 5% or more of any class of the Company’s capital stock, or any immediate family member of any of the preceding persons, had a direct or indirect material interest. In April 2009, in connection with debt restructuring, Statezone Ltd. of which Dr. Earnest Leung, the Company’s Chief Executive Officer and a Director (being appointed on July 15, 2009 and May 11, 2009 respectively) was the sole director, provided agency and financial advisory services to the Company. Accordingly, the Company paid an aggregate service fee of $350,000 of which $250,000 has been recorded as issuance costs for 1% Convertible Promissory Notes and $100,000 has been recorded as prepaid expenses and other current assets, net since April 2009. Such $100,000 is refundable unless Keywin Option is exercised and completed. On July 1, 2009, the Company and Keywin, of which the Company’s chief executive officer and director is the director and his spouse is the sole shareholder, entered into an Amendment, pursuant to which the Company agreed to extend the exercise period for the Keywin Option under the Note Exchange and Option Agreement between the Company and Keywin, to purchase an aggregate of 1,637,522 shares of our common stock for an aggregate purchase price of $2,000,000, from a three-month period ended on July 1, 2009, to a six-month period ended October 1, 2009. The exercise period for the Keywin option was subsequently further extended to a nine-month period ended January 1, 2010, pursuant to the Second Amendment. On January 1, 2010, the Company and Keywin entered into the third Amendment, pursuant to which the Company agreed to further extend the exercise period to an eighteen-month period ended on October 1, 2010, and provide the Company with the right to unilaterally terminate the exercise period upon 30 days’ written notice. On September 30, 2010, the exercise price was extended at various times from September 1, 2010 to December 31, 2017 and the Keywin Option was further extended to a hundred and twenty-nine-month period ending on January 1, 2020 and the exercise price changed to $0.99. On December 31, 2019, the latest exercise period for the Keywin Option was further extended to a hundred and fifty-three-month period ending on January 1, 2022. |
GAIN FROM WRITE-OFF OF LONG-AGE
GAIN FROM WRITE-OFF OF LONG-AGED PAYABLES | 3 Months Ended |
Mar. 31, 2021 | |
Gain From Write Off Of Longaged Payables [Abstract] | |
GAIN FROM WRITE-OFF OF LONG-AGED PAYABLES | NOTE 11. GAIN FROM WRITE-OFF OF LONG-AGED PAYABLES The Company considered the payment of the outstanding payables have not been claimed and it is in the best interests of Company to write off the long-aged payables. The Company have resolved that they are of the opinion that the obligation for future settlement of accrued long-aged payables are remote, therefore the related accruals of $386,772 have been written off and included in gain from write-off of long-aged payables in the consolidated statements of operations and comprehensive loss for three months ended March 31, 2020. |
NET (LOSS)_PROFIT PER COMMON SH
NET (LOSS)/PROFIT PER COMMON SHARE | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
NET (LOSS)/PROFIT PER COMMON SHARE | NOTE 12. NET (LOSS)/PROFIT PER COMMON SHARE Net (loss)/profit per common share information for the three months ended March 31, 2021 and 2020 was as follows: Three Months Ended March 31, March 31, Numerator: Net (loss)/profit attributable to NCN common stockholders $ (195,633 ) $ 166,665 Denominator: Weighted average number of shares outstanding, basic 8,774,263 8,774,263 Effect of dilutive securities - - Options and warrants - - Weighted average number of shares outstanding, diluted 8,774,263 8,774,263 Net (loss)/profit per common share – basic and diluted $ (0.02 ) $ 0.02 The diluted net (loss)/profit per common share is the same as the basic net (loss)/profit per common share for the three months ended March 31, 2021 and 2020 as all potential common shares including stock options and warrants are anti-dilutive and are therefore excluded from the computation of diluted net (loss)/profit per common share. There were no securities that could potentially dilute basic net (loss)/profit per common share in the future that were not included in the computation of diluted net (loss)/profit per common share because of anti-dilutive effect for the three months ended March 31, 2021 and 2020. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 13. INCOME TAXES Income is subject to taxation in various countries in which the Company and its subsidiaries operate or are incorporated. The (loss)/profit before income taxes by geographical locations for the three months ended March 31, 2021 and 2020 were summarized as follows: Three Months Ended March 31, 2021 2020 (Consolidated and United States $ (23,631 ) $ 39,637 Foreign (172,002 ) 127,028 $ (195,633 ) $ 166,665 Other than the United States, the Company is subject to taxation in Hong Kong and PRC. Under Hong Kong tax laws, deferred tax assets are recognized for tax loss carried forward to the extent that the realization of the related tax benefit through future taxable profits is probable. These tax losses do not expire under current Hong Kong tax legislation. Under PRC tax laws, tax losses may be carried forward for 5 years and no carry-back is allowed. At March 31, 2021, the Company does not have available tax losses in the Hong Kong and PRC to utilize for future taxable profits. The Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was enacted on March 27, 2020. There are several different provisions with the CARES Act that impact income taxes for corporations. The Company has evaluated the tax implications and believes these provisions did not have a material impact to the financial statements. At March 31, 2021, the Company had an unused net operating loss carryforward of approximately $16,421,705 for income tax purposes. This net operating loss carryforward may result in future income tax benefits of approximately $3,448,559, which will expire on various from 2024 through 2037 as follows: 2024 to 2028 $ 2,279,147 2029 to 2033 892,375 2034 to 2037 217,937 Indefinitely 59,100 $ 3,448,559 The realization of net operating loss carryforward is uncertain at this time, a valuation allowance in the same amount has been established. Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax liabilities and assets of March 31, 2021 and December 31, 2020 are as follows: March 31, December 31, 2021 2020 Deferred tax liabilities $ - $ - Deferred tax assets: Effect of net operating loss carried forward 3,448,559 3,443,596 Less: valuation allowance (3,448,559 ) (3,443,596 ) Net deferred tax assets $ - $ - Movement of valuation allowance: March 31, December 31, 2021 2020 At the beginning of the period/year $ 3,443,596 $ 4,549,144 Additions/(Deductions) 4,963 (1,105,548 ) At the end of the period/year $ 3,448,559 $ 3,443,596 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Preparation | (A) Basis of Presentation and Preparation The accompanying unaudited consolidated financial statements of Network CN Inc., its subsidiaries and variable interest entities (collectively “NCN” or the “Company” “we”, “our” or “us”) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of our financial position and results of operations. The unaudited consolidated financial statements for the three months ended March 31, 2021 and 2020 were not audited. It is management’s opinion, however, that all material adjustments (consisting of normal recurring adjustments or a description of the nature and amount of any adjustments other than normal recurring adjustments) have been made which are necessary for a fair presentation of financial statements. The results for the interim period are not necessarily indicative of the results to be expected for the full fiscal year. The year-end consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. The accompanying unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, previously filed with the Securities and Exchange Commission on March 30, 2021. The disclosures made in the unaudited interim consolidated financial statements generally do not repeat those in the annual statements. |
Principles of Consolidation | (B) Principles of Consolidation The unaudited consolidated financial statements include the financial statements of Network CN Inc., its subsidiaries and its variable interest entities for which it is the primary beneficiary. A variable interest entity is an entity in which the Company, through contractual arrangements, bears the risks and enjoys the rewards normally associated with ownership of the entity. Upon making this determination, the Company is deemed to be the primary beneficiary of the entity, which is then required to be consolidated for financial reporting purposes. All significant intercompany transactions and balances have been eliminated upon consolidation. |
Use of Estimates | (C) Use of Estimates In preparing unaudited consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. Differences from those estimates are reported in the period they become known and are disclosed to the extent they are material to the unaudited consolidated financial statements taken as a whole. |
Convertible Promissory Notes | D) Convertible Promissory Notes Issuance of 1% Convertible Promissory Note On January 14, 2020, the Company issued 1% unsecured senior convertible promissory notes to an individual with the principal amount of $645,000. The 1% convertible promissory notes bore interest at 1% per annum, payable semi-annually in arrears, matured on January 13, 2025, and were convertible at any time into shares of the Company’s common stock at a fixed conversion price of $1.00 per share, subject to customary anti-dilution adjustments. The Company determined the 1% convertible promissory notes to be conventional convertible instruments under ASC Topic 815, Derivatives and Hedging. Its embedded conversion option qualified for equity classification. The embedded beneficial conversion feature was recognized and measured by allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. The debt discount resulting from the allocation of proceeds to the beneficial conversion feature is amortized over the term of the 1% convertible promissory notes from the respective dates of issuance using the effective interest method. |
Revenue Recognition | (E) Revenue Recognition In accordance with ASC 606, Revenue From Contracts with Customers The Company recognize revenue when a customer obtains control of promised services. The amount of revenue recognized reflects the consideration we expect to be entitled to receive in exchange for such services. To achieve this core principle, we apply the following five steps: 1) Identify the contract(s) with a customer - A contract with a customer exists when (i) we enter into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to those goods or services, (ii) the contract has commercial substance and, (iii) we determine that collection of substantially all consideration for goods or services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. We apply judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer. The contract term for contracts that provide a right to terminate a contract for convenience without significant penalty will reflect the term that each party has enforceable rights under the contract (the period through the earliest termination date). If the termination right is only provided to the customer, the unsatisfied performance obligations will be evaluated as customer options as discussed below. 2) Identify the performance obligations in the contract - Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both (i) capable of being distinct, whereby the customer can benefit from the good or service either on its own or together with other resources that are readily available from third parties or from us, and (ii) are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. If these criteria are not met the promised goods or services are accounted for as a combined performance obligation. Certain of our contracts (under which we deliver multiple promised services) require us to perform integration activities where we bear risk with respect to integration activities. Therefore, we must apply judgment to determine whether as a result of those integration activities and risks, the promised services are distinct on the context of the contract. We typically do not include options that would result in a material right. If options to purchase additional services or options to renew are included in customer contracts, we evaluate the option in order to determine if our arrangement include promises that may represent a material right and needs to be accounted for as a performance obligation in the contract with the customer. 3) Determine the transaction price - The transaction price is determined based on the consideration to which we will be entitled in exchange for transferring goods or services to the customer. Our contract prices may include fixed amounts, variable amounts or a combination of both fixed and variable amounts. To the extent the transaction price includes variable consideration, we estimate the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. When determining if variable consideration should be constrained, management considers whether there are factors outside our control that could result in a significant reversal of revenue. In making these assessments, we consider the likelihood and magnitude of a potential reversal of revenue. These estimates are re-assessed each reporting period as required. 4) Allocate the transaction price to the performance obligations in the contract - If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price (SSP) basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct good or service that forms part of a single performance obligation. For most performance obligations, we determine standalone selling price based on the price at which the performance obligation is sold separately. Although uncommon, if the standalone selling price is not observable through past transactions, we estimate the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. 5) Recognize revenue when (or as) we satisfy a performance obligation: we satisfy performance obligations either over time or at a point-in-time as discussed in further detail below. Revenue is recognized when the related performance obligation is satisfied by transferring control of a promised good or service to a customer. The Company has yet to generate revenue from operations for the periods ended March 31, 2021 and 2020. |
Recently Adapted Accounting Pronouncements | (F) Recently Adapted Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which eliminates certain exceptions to the existing guidance for income taxes related to the approach for intra-period tax allocations, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. This ASU also simplifies the accounting for income taxes by clarifying and amending existing guidance related to the effects of enacted changes in tax laws or rates in the effective tax rate computation, the recognition of franchise tax and the evaluation of a step-up in the tax basis of goodwill, among other clarifications. ASU 2019-12, which the Company adopted during the first quarter of 2021, did not have a material effect on the Company’s consolidated financial statements. |
Recent Accounting Pronouncements | (G) Recent Accounting Pronouncements In January 2020, the FASB issued ASU 2020-01, “Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815),” an amendment clarifying the interaction between accounting standards related to equity securities, equity method investments, and certain derivative instruments. The guidance is effective for fiscal years beginning after December 15, 2020. ASU 2020-01 will become effective for the Company in fiscal 2022. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. In October 2020, the FASB issued ASU 2020-10, “Codification Improvements,” this ASU affects a wide variety of Topics in the Codification. They apply to all reporting entities within the scope of the affected accounting guidance. More specifically, this ASU, among other things, contains amendments that improve the consistency of the Codification by including all disclosure guidance in the appropriate Disclosure Section (Section 50). Many of the amendments arose because the FASB provided an option to give certain information either on the face of the financial statements or in the notes to financial statements and that option only was included in the Other Presentation Matters Section (Section 45) of the Codification. The option to disclose information in the notes to financial statements should have been codified in the Disclosure Section as well as the Other Presentation Matters Section (or other Section of the Codification in which the option to disclose in the notes to financial statements appears). Those amendments are not expected to change current practice. The amendments are effective for annual periods beginning after December 15, 2021, and interim periods within annual periods beginning after December 15, 2022. Early application of the amendments is permitted for and varies based on the entity. The amendments should be applied retrospectively and at the beginning of the period that includes the adoption date. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. |
SUBSIDIARIES AND VARIABLE INT_2
SUBSIDIARIES AND VARIABLE INTEREST ENTITIES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Schedule of Investments [Abstract] | |
Schedule of subsidiaries and variable interest entities | Details of the Company’s principal subsidiaries and variable interest entities as of March 31, 2021 and December 31, 2020 were as follows: Name Place of Incorporation Ownership/Control interest attributable to the Company Principal activities NCN Group Limited BVI 100% Investment holding NCN Media Services Limited BVI 100% Investment holding Cityhorizon Limited Hong Kong 100% Investment holding NCN Group Management Limited Hong Kong 100% Provision of administrative and management services Crown Eagle Investment Limited Hong Kong 100% Dormant Crown Winner International Limited Hong Kong 100% Investment holding NCN Huamin Management Consultancy (Beijing) PRC 100% Dormant Huizhong Lianhe Media Technology Co., Ltd. * PRC 100% Dormant Beijing Huizhong Bona Media Advertising Co., PRC 100% (1) Dormant Xingpin Shanghai Advertising Limited PRC 100% (1) Dormant Chuanghua Shanghai Advertising Limited PRC 100% Dormant Jiahe Shanghai Advertising Limited PRC 100% Dormant * The subsidiary’s registration license has been revoked. Remarks: 1) Variable interest entity which the Company exerted 100% control through a set of commercial arrangements. |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of prepaid expenses and other current assets | Prepaid expenses and other current assets, net as of March 31, 2021 and December 31, 2020 were as follows: As of March 31, 2021 As of December 31, 2020 Prepaid expenses $ 100,000 $ 100,000 Less: allowance for doubtful debts - - Total $ 100,000 $ 100,000 |
ACCOUNTS PAYABLE, ACCRUED EXP_2
ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER PAYABLES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable, accrued expenses and other payables | Accounts payable, accrued expenses and other payables as of March 31, 2021 and December 31, 2020 were as follows: As of March 31, 2021 As of December 31, 2020 Accrued staff benefit and related fees $ 1,796,863 $ 1,749,401 Accrued professional fees 43,367 47,266 Accrued interest expenses 2,500,826 2,370,872 Other accrued expenses 44,883 41,461 Other payables 71,415 52,650 Total $ 4,457,354 $ 4,261,650 |
CONVERTIBLE PROMISSORY NOTES _2
CONVERTIBLE PROMISSORY NOTES AND WARRANTS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of convertible promissory notes | Convertible promissory notes, net as of March 31, 2021 and December 31, 2020 were as follows: As of March 31, 2021 As of December 31, 2020 Gross carrying value $ 645,000 $ 645,000 Less: Allocated intrinsic value of beneficial conversion - - Add: Accumulated amortization of debt discount - - $ 645,000 $ 645,000 Current portion $ - $ - Non-current portion 645,000 645,000 $ 645,000 $ 645,000 |
NET (LOSS)_PROFIT PER COMMON _2
NET (LOSS)/PROFIT PER COMMON SHARE (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of net (loss)/profit per common share | Net (loss)/profit per common share information for the three months ended March 31, 2021 and 2020 was as follows: Three Months Ended March 31, March 31, Numerator: Net (loss)/profit attributable to NCN common stockholders $ (195,633 ) $ 166,665 Denominator: Weighted average number of shares outstanding, basic 8,774,263 8,774,263 Effect of dilutive securities - - Options and warrants - - Weighted average number of shares outstanding, diluted 8,774,263 8,774,263 Net (loss)/profit per common share – basic and diluted $ (0.02 ) $ 0.02 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of (income) loss before income taxes by geographical locations | The (loss)/profit before income taxes by geographical locations for the three months ended March 31, 2021 and 2020 were summarized as follows: Three Months Ended March 31, 2021 2020 (Consolidated and United States $ (23,631 ) $ 39,637 Foreign (172,002 ) 127,028 $ (195,633 ) $ 166,665 |
Schedule of operating loss carryforward | This net operating loss carryforward may result in future income tax benefits of approximately $3,448,559, which will expire on various from 2024 through 2037 as follows: 2024 to 2028 $ 2,279,147 2029 to 2033 892,375 2034 to 2037 217,937 Indefinitely 59,100 $ 3,448,559 |
Schedule of deferred tax liabilities and deferred tax assets | Significant components of the Company’s deferred tax liabilities and assets of March 31, 2021 and December 31, 2020 are as follows: March 31, December 31, 2021 2020 Deferred tax liabilities $ - $ - Deferred tax assets: Effect of net operating loss carried forward 3,448,559 3,443,596 Less: valuation allowance (3,448,559 ) (3,443,596 ) Net deferred tax assets $ - $ - |
Schedule of movement of valuation allowance | Movement of valuation allowance: March 31, December 31, 2021 2020 At the beginning of the period/year $ 3,443,596 $ 4,549,144 Additions/(Deductions) 4,963 (1,105,548 ) At the end of the period/year $ 3,448,559 $ 3,443,596 |
ORGANIZATION AND PRINCIPAL AC_2
ORGANIZATION AND PRINCIPAL ACTIVITIES (Details Narrative) - USD ($) | Jul. 23, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Apr. 28, 2020 | Jan. 14, 2020 |
Related Party Transaction [Line Items] | ||||||
Common stock, authorized | 26,666,667 | 26,666,667 | 100,000,000,000 | |||
Net loss | $ (195,633) | $ 166,665 | ||||
Net cash used in operating activities | 123 | $ (644,871) | ||||
Stockholders' deficits | (7,968,945) | $ (7,773,295) | ||||
Earthasia Worldwide Holdings Limited [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Issued and outstanding stock owned (Percentage) | 100.00% | |||||
Keywin Holdings Limited [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Proceeds from the potential exercise of the outstanding option | $ 2,000,000 | |||||
Share Exchange Agreement [Member] | Ease Global Limited [Member] | Trade More Global Limited [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Number of common stock purchase | 1,100 | |||||
Number of shares exchanged | 49,000,000 | |||||
Exchange of issues shares percentage | 78.00% |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - 1% Unsecured Senior Convertible Promissory Notes Due April 1, 2012 [Member] | Jan. 14, 2020USD ($)$ / shares |
Aggregate principal amount | $ | $ 645,000 |
Interest rate | 1.00% |
Frequency of payment | Semi-annually |
Conversion price (in dollars per share) | $ / shares | $ 1 |
Maturity date | Jan. 13, 2025 |
SUBSIDIARIES AND VARIABLE INT_3
SUBSIDIARIES AND VARIABLE INTEREST ENTITIES (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | ||
Beijing Huizhong Bona Media Advertising Co., Ltd. [Member] | |||
Place of Incorporation | [1] | PRC | PRC |
Ownership/Control interest attributable to the Company | [1],[2] | 100.00% | 100.00% |
Principal activities | [1] | Dormant | Dormant |
Xingpin Shanghai Advertising Limited [Member] | |||
Place of Incorporation | PRC | PRC | |
Ownership/Control interest attributable to the Company | [2] | 100.00% | 100.00% |
Principal activities | Dormant | Dormant | |
NCN Group Limited [Member] | |||
Place of Incorporation | BVI | BVI | |
Ownership/Control interest attributable to the Company | 100.00% | 100.00% | |
Principal activities | Investment holding | Investment holding | |
NCN Media Services Limited [Member] | |||
Place of Incorporation | BVI | BVI | |
Ownership/Control interest attributable to the Company | 100.00% | 100.00% | |
Principal activities | Investment holding | Investment holding | |
Cityhorizon Limited [Member] | |||
Place of Incorporation | Hong Kong | Hong Kong | |
Ownership/Control interest attributable to the Company | 100.00% | 100.00% | |
Principal activities | Investment holding | Investment holding | |
NCN Group Management Limited [Member] | |||
Place of Incorporation | Hong Kong | Hong Kong | |
Ownership/Control interest attributable to the Company | 100.00% | 100.00% | |
Principal activities | Provision of administrative and management services | Provision of administrative and management services | |
Crown Eagle Investment Limited [Member] | |||
Place of Incorporation | Hong Kong | Hong Kong | |
Ownership/Control interest attributable to the Company | 100.00% | 100.00% | |
Principal activities | Dormant | Dormant | |
Crown Winner International Limited [Member] | |||
Place of Incorporation | Hong Kong | Hong Kong | |
Ownership/Control interest attributable to the Company | 100.00% | 100.00% | |
Principal activities | Investment holding | Investment holding | |
NCN Huamin Management Consultancy (Beijing) Company Limited [Member] | |||
Place of Incorporation | [1] | PRC | PRC |
Ownership/Control interest attributable to the Company | [1] | 100.00% | 100.00% |
Principal activities | [1] | Dormant | Dormant |
Huizhong Lianhe Media Technology Co., Ltd. [Member] | |||
Place of Incorporation | [1] | PRC | PRC |
Ownership/Control interest attributable to the Company | [1] | 100.00% | 100.00% |
Principal activities | [1] | Dormant | Dormant |
Chuanghua Shanghai Advertising Limited [Member] | |||
Place of Incorporation | PRC | PRC | |
Ownership/Control interest attributable to the Company | 100.00% | 100.00% | |
Principal activities | Dormant | Dormant | |
Jiahe Shanghai Advertising Limited [Member] | |||
Place of Incorporation | PRC | PRC | |
Ownership/Control interest attributable to the Company | 100.00% | 100.00% | |
Principal activities | Dormant | Dormant | |
[1] | The subsidiary's registration license has been revoked. | ||
[2] | Variable interest entity which the Company exerted 100% control through a set of commercial arrangements. |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 100,000 | $ 100,000 |
Less: allowance for doubtful debts | ||
Total | $ 100,000 | $ 100,000 |
ACCOUNTS PAYABLE, ACCRUED EXP_3
ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER PAYABLES (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued staff benefit and related fees | $ 1,796,863 | $ 1,749,401 |
Accrued professional fees | 43,367 | 47,266 |
Accrued interest expenses | 2,500,826 | 2,370,872 |
Other accrued expenses | 44,883 | 41,461 |
Other payables | 71,415 | 52,650 |
Total | $ 4,457,354 | $ 4,261,650 |
SHORT-TERM LOANS (Details Narra
SHORT-TERM LOANS (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Short-term loan | $ 2,973,211 | $ 2,973,211 | |
Interest expense on short term debt | 128,346 | $ 129,197 | |
Unsecured Debt [Member] | |||
Short-term loan | $ 128,205 | ||
Interest rate term | bearing yearly interest of 1% and are repayable on demand, the remaining loans are unsecured, bear a monthly interest of 1.5% and are repayable on demand |
CONVERTIBLE PROMISSORY NOTES _3
CONVERTIBLE PROMISSORY NOTES AND WARRANTS (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Gross carrying value | $ 645,000 | $ 645,000 |
Less: Allocated intrinsic value of beneficial conversion feature | ||
Add: Accumulated amortization of debt discount | ||
Sub total | 645,000 | 645,000 |
Current portion | ||
Non-current portion | 645,000 | 645,000 |
Total | $ 645,000 | $ 645,000 |
CONVERTIBLE PROMISSORY NOTES _4
CONVERTIBLE PROMISSORY NOTES AND WARRANTS (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Jan. 14, 2020 | |
1% Convertible Promissory Notes Due on April 1, 2014 [Member] | |||
Interest expenses | $ 1,607 | $ 13,706 | |
Convertible Notes [Member] | |||
Maturity date | Jan. 13, 2025 | ||
Convertible Notes [Member] | Maximum [Member] | |||
Aggregate principal amount | $ 645,000 | ||
Note Exchange Agreement [Member] | 1% Convertible Promissory Notes Due on April 1, 2014 [Member] | |||
Aggregate principal amount | $ 645,000 | ||
Interest rate | 1.00% |
STOCKHOLDERS' DEFICIT (Details
STOCKHOLDERS' DEFICIT (Details Narrative) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Dividend payment restrictions, description | The dividend restrictions provide that the Company or any of its subsidiaries shall not declare or pay dividends or other distributions in respect of the equity securities of such entity other than dividends or distributions of cash which amounts during any 12-month period that exceed ten percent (10%) of the consolidated net income of the Company based on the Company’s most recent audited consolidated financial statements disclosed in the Company’s annual report on Form 10-K (or equivalent form) filed with the U.S. Securities and Exchange Commission. |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Jul. 01, 2009 | Apr. 30, 2009 | Mar. 31, 2021 | Dec. 31, 2020 |
Prepaid expenses and other current assets | $ 100,000 | $ 100,000 | ||
Dr. Earnest Leung [Member] | ||||
Service fee | $ 350,000 | |||
Prepaid expenses and other current assets | 100,000 | |||
Dr. Earnest Leung [Member] | 1% Unsecured Senior Convertible Promissory Notes Due April 1, 2012 [Member] | ||||
Issuance cost | $ 250,000 | |||
Note Exchange and Option Agreement [Member] | Keywin Holdings Limited [Member] | Common Stock Option [Member] | ||||
Number of shares granted | 1,637,522 | |||
Aggregate purchase price | $ 2,000,000 | |||
Description of maturity date | July 1, 2009, to a six-month period ended October 1, 2009 | |||
Exercise price changed | $ 0.99 |
GAIN FROM WRITE-OFF OF LONG-A_2
GAIN FROM WRITE-OFF OF LONG-AGED PAYABLES (Details Narrative) | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Gain From Write Off Of Longaged Payables [Abstract] | |
Write off the long-aged payables | $ 386,772 |
NET (LOSS)_PROFIT PER COMMON _3
NET (LOSS)/PROFIT PER COMMON SHARE (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Numerator: | ||
Net (loss)/profit attributable to NCN common stockholders | $ (195,633) | $ 166,665 |
Denominator: | ||
Weighted average number of shares outstanding, basic (in shares) | 8,774,263 | 8,774,263 |
Effect of dilutive securities | ||
Options and warrants | ||
Weighted average number of shares outstanding, diluted (in shares) | 8,774,263 | 8,774,263 |
Net (loss)/profit per common share - basic and diluted (in dollars per share) | $ (0.02) | $ 0.02 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
(loss)/profit before income taxes | $ (195,633) | $ 166,665 |
United States [Member] | ||
(loss)/profit before income taxes | (23,631) | 39,637 |
Foreign [Member] | ||
(loss)/profit before income taxes | $ (172,002) | $ 127,028 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
2024 to 2028 | $ 2,279,147 | |
2029 to 2033 | 892,375 | |
2034 to 2037 | 217,937 | |
Indefinitely | 59,100 | |
Effect of net operating loss carried forward | $ 3,448,559 | $ 3,443,596 |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | |||
Deferred tax liabilities | |||
Deferred tax assets: | |||
Effect of net operating loss carried forward | 3,448,559 | 3,443,596 | |
Less: valuation allowance | (3,448,559) | (3,443,596) | $ (4,549,144) |
Net deferred tax assets |
INCOME TAXES (Details 3)
INCOME TAXES (Details 3) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
At the beginning of the period/year | $ 3,443,596 | $ 4,549,144 |
Additions/(Deductions) | 4,963 | (1,105,548) |
At the end of the period/year | $ 3,448,559 | $ 3,443,596 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Income Tax Disclosure [Abstract] | |
Net operating loss carryforward | $ 16,421,705 |
Valuation allowance of net operating loss carryforwards | $ 3,448,559 |
Operating loss carryforwards, expire year | Expire on various from 2024 through 2037. |
Tax losses carried forward | 5 years |