UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the Quarterly Period Ended
Or
For the transition period from _____ to _____
Commission File Number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of each exchange on which registered | ||
| The |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company”, in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).
Yes ☐ No
As of May 14, 2024, there were
Table of Contents
i
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
SOCIETY PASS INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2024 AND DECEMBER 31, 2023
(Currency expressed in United States Dollars (“US$”))
| March 31, 2024 (Unaudited) | December 31, 2023 (Audited) | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Accounts receivable, net | ||||||||
| Inventories | ||||||||
| Contract assets | ||||||||
| Deposits, prepayments and other receivables | ||||||||
| Deferred tax assets | ||||||||
| Total current assets | ||||||||
| Non-current assets: | ||||||||
| Intangible assets, net | ||||||||
| Goodwill | ||||||||
| Property, plant and equipment, net | ||||||||
| Right of use assets, net | ||||||||
| Total non-current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payables | $ | $ | ||||||
| Contract liabilities | ||||||||
| Accrued liabilities and other payables | ||||||||
| Due to related parties | ||||||||
| Deferred tax liabilities | ||||||||
| Operating lease liabilities | ||||||||
| Loan | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities | ||||||||
| Operating lease liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| Convertible preferred shares; $ | ||||||||
| Series A shares: | ||||||||
| Series B shares: | ||||||||
| Series B-1 shares: | ||||||||
| Series C shares: | ||||||||
| Series C-1 shares: | ||||||||
| SHAREHOLDERS’ EQUITY | ||||||||
| Series X Super Voting Preferred Stock, $ | ||||||||
| Common shares; $ | ||||||||
| Additional paid-in capital | ||||||||
| Less: Common shares held in treasury, at cost; | ( | ) | ( | ) | ||||
| Accumulated other comprehensive gain (loss) | ( | ) | ||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total equity attributable to Society Pass Incorporated | ||||||||
| Non-controlling interest | ( | ) | ( | ) | ||||
| TOTAL EQUITY | ||||||||
| TOTAL LIABILITIES AND EQUITY | $ | $ | ||||||
See accompanying notes to unaudited condensed consolidated financial statements.
1
SOCIETY PASS INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
OTHER COMPREHENSIVE LOSS
FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Currency expressed in United States Dollars (“US$”))
| Three months ended March 31, | ||||||||
| 2024 | 2023 | |||||||
| Revenue, net | ||||||||
| Sales – online ordering | $ | $ | ||||||
| Sales – digital marketing | ||||||||
| Sales – online ticketing and reservation | ||||||||
| Sales – data | ||||||||
| Software sales | ||||||||
| Hardware sales | ||||||||
| Total revenue | ||||||||
| Cost of sales: | ||||||||
| Cost of online ordering | ( | ) | ( | ) | ||||
| Cost of digital marketing | ( | ) | ( | ) | ||||
| Cost of data | ( | ) | ( | ) | ||||
| Software sales | ( | ) | ( | ) | ||||
| Total cost of revenue | ( | ) | ( | ) | ||||
| Gross income | ||||||||
| Operating expenses: | ||||||||
| Sales and marketing expenses | ( | ) | ( | ) | ||||
| Software development costs | ( | ) | ( | ) | ||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Total operating expenses | ( | ) | ( | ) | ||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expense): | ||||||||
| Dividend income | ||||||||
| Gain on early lease termination | ||||||||
| Impairment loss | ( | ) | ||||||
| Interest income | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Written-off fixed assets | ( | ) | ||||||
| Other income (expense) | ||||||||
| Total other income (expense) | ||||||||
| Loss before income taxes | ( | ) | ( | ) | ||||
| Income taxes | ( | ) | ( | ) | ||||
| NET LOSS | ( | ) | ( | ) | ||||
| NET INCOME (LOSS) ATTRIBUTABLE TO NON-CONTROLLING INTEREST | ( | ) | ||||||
| NET LOSS ATTRIBUTABLE TO SOCIETY PASS INCORPORATED | $ | ( | ) | $ | ( | ) | ||
| Other comprehensive income (loss): | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Foreign currency translation adjustment | ( | ) | ||||||
| COMRPEHENSIVE LOSS | $ | ( | ) | $ | ( | ) | ||
| Net income (loss) attributable to non-controlling interest | ( | ) | ||||||
| Foreign currency translation adjustment attributable to non-controlling interest | ( | ) | ||||||
| Comprehensive loss attributable to Society Pass Incorporated | $ | ( | ) | $ | ( | ) | ||
| Net loss per share attributable to Society Pass Incorporated : | ||||||||
| – Basic | $ | ( | ) | $ | ( | ) | ||
| – Diluted | $ | ( | ) | $ | ( | ) | ||
| Weighted average common shares outstanding | ||||||||
| – Basic | ||||||||
| – Diluted | ||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
2
SOCIETY PASS INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Currency expressed in United States Dollars (“US$”))
| Three Months ended March 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Treasury Stock | Additional | Accumulated other |
Non- | Total | ||||||||||||||||||||||||||||||||||||||
| Number of Shares |
Amount | Number of
Shares |
Amount | Number of Shares |
Amount |
Paid in Capital |
comprehensive income |
Accumulated deficits |
controlling interest |
Stockholders’ Equity |
||||||||||||||||||||||||||||||||||
| Balances at January 1, 2024 | $ | $ | $ | ( |
) | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||||||||||
| Shares issued for services | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Share issued for treasury stock | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Shares repurchase during the period | — | — | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||||
| Sale of treasury stock | — | — | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Net loss for the period | — | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||
| Balances at March 31, 2024 | $ | $ | $ | ( |
) | $ | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||||||||||||
| Three Months ended March 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Treasury Stock | Additional | Accumulated other | Non- | Total | ||||||||||||||||||||||||||||||||||||||
| Number of Shares | Amount | Number of
Shares | Amount | Number of Shares | Amount | Paid in Capital | comprehensive income | Accumulated deficits | controlling interest | Stockholders’ Equity | ||||||||||||||||||||||||||||||||||
| Balances at January 1, 2023 | $ | $ | — | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||||||||||||
| Shares issued for services | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Shares issued for accrued salaries | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Shares issued upon the exercise options | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Shares repurchase during the period | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||
| Net loss for the year | — | — | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||
| Balances at March 31, 2023 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
3
SOCIETY PASS INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Currency expressed in United States Dollars (“US$”))
| Three Months ended March 31, | ||||||||
| 2024 | 2023 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
| Bad debts | ||||||||
| Depreciation and amortization | ||||||||
| Amortization of right of use assets | ||||||||
| Gain from early lease termination | ( | ) | ||||||
| Stock based compensation for services | ||||||||
| Treasury stock | ||||||||
| Written-off of fixed assets | ||||||||
| Deferred tax assets | ||||||||
| Change in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Inventories | ||||||||
| Deposits, prepayments and other receivables | ||||||||
| Contract assets | ||||||||
| Contract liabilities | ( | ) | ||||||
| Accounts payables | ||||||||
| Accrued liabilities and other payables | ( | ) | ( | ) | ||||
| Advances to related parties | ( | ) | ( | ) | ||||
| Operating lease liabilities | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchase of property, plant, and equipment | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||
| Repurchase of common share | ( | ) | ( | ) | ||||
| Proceed from the Sale of treasury stock | — | |||||||
| Net cash used in financing activities | ( | ) | ( | ) | ||||
| Effect on exchange rate change on cash and cash equivalents | ( | ) | ||||||
| NET CHANGE IN CASH AND CASH EQUIVALENTS | ( | ) | ( | ) | ||||
| CASH AND CASH EQUIVALENT AT BEGINNING OF YEAR | ||||||||
| CASH AND CASH EQUIVALENT AT END OF YEAR | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income tax | $ | $ | ||||||
| Reconciliation to amounts on condensed unaudited consolidated balance sheets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Total cash, cash equivalents and restricted cash | $ | $ | ||||||
See accompanying notes to unaudited condensed consolidated financial statements.
4
SOCIETY PASS INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Currency expressed in United States Dollars (“US$”))
NOTE－1 DESCRIPTION OF BUSINESS AND ORGANIZATION
Society Pass Incorporated (the “Company”) was incorporated in the State of Nevada on June 22, 2018, under the name of Food Society Inc. On October 3, 2018, the Company changed its company name to Society Pass Incorporated. The Company, through its subsidiaries, mainly sells and distributes the hardware and software for a Point of Sales (POS) application in Vietnam. The Company also has online lifestyle platform to enable consumers to purchase high-end brands of all categories under its own brand name of “Leflair.” The Company has made several acquisitions in calendar year 2022 to 2024, as follows:
| ● | In February 2022, the Company completed the acquisition of | |
| ● | In May 2022, the Company completed another acquisition of | |
| ● | In July 2022, the Company and its wholly owned subsidiary Thoughtful Media Group Incorporated collectively acquired | |
| ● | In July 2022, the Company acquired | |
| In August 2022, the Company and its | ||
| ● | In April 2023, the Company’s | |
| ● | In April 2023, the Company’s | |
| ● | In July 2023, the Company’s |
On February 10, 2021, the Company effected a
5
On September 21, 2021, the Company effected a
The registration statement for the Company’s Initial
Public Offering became effective on November 8, 2021. On November 8, 2021, the Company entered into an underwriting agreement with Maxim
Group LLC (the “Underwriter”) related to the offering of
On February 8, 2022, the Company entered into
an underwriting agreement (the “Underwriting Agreement”) with the “Underwriter, related to the offering of
On June 30, 2023, NextGen Retail Inc., a Nevada
corporation (the “Buyer”), a wholly-owned subsidiary of the Company, entered into a Securities Purchase Agreement with Story-I
Ltd., an Australian corporation (“Story-I Australia”), Story-I Pte Ltd., a Singapore corporation (“Story-I Singapore”),
a wholly-owned subsidiary of Story-I Australia, and Michael Chan, to purchase
On May 1, 2024, the Company effected a 1-for-15
reverse stock split of the issued and outstanding shares of the Company’s common stock. The number of authorized shares has changed
to
The forward stock split and reverse stock split transactions described above had no effect on the stated value of the preferred stock and the number of designated shares and outstanding shares of each series of preferred stock was unchanged in accordance with the respective certificate of designations. The number of authorized shares of preferred stock also remained unchanged.
6
Description of subsidiaries incorporated by the Company
|
Name |
Place and date of incorporation |
Principal activities |
Particulars of registered/ paid up share capital |
Effective interest held |
||||||
| Society Technology LLC | January 24, 2019 |
% | ||||||||
| SOPA Cognitive Analytics Private Limited | February 5, 2019 |
% | ||||||||
| SOPA Technology Pte. Ltd. | June 4, 2019 |
% | ||||||||
| SOPA Technology Company Limited | October 1, 2019 |
Registered: VND 2,307,300,000; Paid up: VND 1,034,029,911 |
% | |||||||
| Thoughtful Media (Singapore) Pte. Ltd. (FKA: Hottab Pte Ltd. (HPL)) | January 17, 2015 |
% | ||||||||
| Hottab Vietnam Co. Ltd | April 17, 2015 |
% | ||||||||
| Thoughtful Media Group Co. Ltd (FKA: Hottab Asset Company Limited) | July 25, 2019 |
% | ||||||||
| Nextgen Retail Inc (FKA: Leflair Incorporated) | December 7, 2021 |
% | ||||||||
| SOPA Capital Limited | December 07, 2021 |
% | ||||||||
| Thoughtful Media (Philippines) Incorporated (FKA: SOPA (Phil) Incorporated) | Jan 11, 2022 |
% | ||||||||
| New Retail Experience Incorporated | Jan 16, 2020 |
% | ||||||||
| Dream Space Trading Co. Ltd | May 23, 2018 |
% | ||||||||
| Push Delivery Pte Ltd | January 7, 2022 |
% | ||||||||
| Gorilla Networks Pte. Ltd. | September 3, 2019 |
SGD 730,000 |
% | |||||||
| Gorilla Connect Pte. Ltd. | May 18, 2022 |
% | ||||||||
| Gorilla Mobile Singapore Pte. Ltd. | August 6, 2020 |
% | ||||||||
| Gorilla Networks (VN) LLC | December 16, 2020 |
% | ||||||||
| Thoughtful Media Group Incorporated | June 28,2022 |
% | ||||||||
| Thoughtful (Thailand) Co. Ltd | September 2, 2014 |
% | ||||||||
| AdActive Media CA Inc. | April 12, 2010 |
Common: US$4,032.7871 |
% | |||||||
| PT Tunas Sukses Mandiri | February 8, 2010 |
% | ||||||||
| Nusatrip Malaysia Sdn Bhd | March 1, 2017 |
% | ||||||||
| Nusatrip Singapore Pte Ltd | December 6, 2016 |
% | ||||||||
| Nusatrip International Pte Ltd | January 9, 2015 |
% | ||||||||
| PT Thoughtful Media Group Indonesia (FKA: PT Wahana Cerita Indonesia) | January 14, 2022 |
% | ||||||||
| Mekong Leisure Travel Company Limited | October 6, 2011 |
% | ||||||||
| Vietnam International Travel and Service Joint Stock Company | November 16, 2012 |
% | ||||||||
| Sopa Incorporated | May 22, 2023 |
% | ||||||||
| Nusatrip Incorporated | May 22,2023 |
% | ||||||||
| Thoughtful Media (Malaysia) Sdn Bhd | October 18, 2023 |
% | ||||||||
7
The Company and its subsidiaries are hereinafter referred to as (the “Company”).
On February 23, 2023,
Society Pass Incorporated acquired additional issued capital in Nusatrip International Pte Ltd of
On May 22, 2023, Thoughtful
Media Group Inc and Society Pass Inc acquired additional issued capital in Thoughtful (Thailand) Co Ltd of
On August 1, 2023, the
Company
On October 25, 2023,
the Company
During the year of 2023, certain operations were progressively discontinued following management’s decision based on operation performance, business strategy and future prospects. This is mainly online F&B and groceries delivery operations under online ordering segment includes “Handycart” under subsidiary Dream Space Trading Co., Ltd in Vietnam and “Pushkart” and “Mangan” under subsidiary New Retail Experience Incorporated in the Philippines. There is also discontinued operation of local mobile in telecommunication reseller under subsidiary Gorilla Mobile Pte Ltd. In view of the operation results which are insignificant to the impact of the group and continued operation involvements are in place in all these operations, therefore no separate disclosure is considered necessary in accordance to the discontinued operation standards.
NOTE－2 GOING CONCERN AND LIQUIDITY
The accompanying financial
statements have been prepared assuming that the Company will continue as a going concern. As shown in the financial statements, the Company
has suffered loss for period of $
1) Cash and cash equivalents
balance of $
2) Continued business growth of digital marketing and online ticketing and reservations.
While the Company believes that it will be able to continue to grow the Company’s revenue base and control expenditures, there is no assurance that it will be able to achieve these goals. As a result, the Company continually monitors its capital structure and operating plans and evaluates various potential funding alternatives that may be needed to finance the Company’s business development activities, general and administrative expenses and growth strategy.
Global Events
The Russian-Ukraine war, Iran-Pakistan tension and the supply chain disruption have not affected any specific segment of our business.
8
NOTE－3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying condensed consolidated financial statements and notes.
| ● | Basis of presentation |
The Company has prepared the accompanying unaudited condensed financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These financial statements are unaudited and, in our opinion, include all adjustments consisting of normal recurring adjustments and accruals necessary for a fair presentation of our condensed balance sheets, statements of operations and other comprehensive loss, statements of stockholders’ deficit and cash flows for the periods presented. Operating results for the periods presented are not necessarily indicative of the results that may be expected for any subsequent quarter or for the full year ending December 31, 2024 due to various factors. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been omitted in accordance with the rules and regulations of the SEC. These condensed consolidated financial statements should be read in conjunction with the 2023 audited financial statements and accompanying notes filed with the SEC.
| ● | Emerging Growth Company |
We are an “emerging growth company” under the JOBS Act. For as long as we are an “emerging growth company,” we are not required to: (i) comply with any new or revised financial accounting standards that have different effective dates for public and private companies until those standards would otherwise apply to private companies, (ii) provide an auditor’s attestation report on management’s assessment of the effectiveness of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (iii) comply with any new requirements adopted by the Public Company Accounting Oversight Board (“PCAOB”) or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer or (iv) comply with any new audit rules adopted by the PCAOB after April 5, 2012, unless the SEC determines otherwise. However, we have elected to “opt out” of the extended transition period discussed in (i) and will therefore comply with new or revised accounting standards on the applicable dates on which the adoption of such standards are required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of such extended transition period for compliance with new or revised accounting standards is irrevocable.
| ● | Use of estimates and assumptions |
In preparing these consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the years reported. Actual results may differ from these estimates. If actual results significantly differ from the Company’s estimates, the Company’s financial condition and results of operations could be materially impacted. Significant estimates in the period include the allowance for doubtful accounts on accounts receivable, the incremental borrowing rate used to calculate right of use assets and lease liabilities, valuation and useful lives of intangible assets, impairment of long-lived assets, valuation of common stock and stock warrants, stock option valuations, imputed interest on amounts due to related parties, inventory valuation, revenue recognition, the allocation of purchase consideration in business combinations, and deferred tax assets and the related valuation allowance.
9
| ● | Basis of consolidation |
The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company balances and transactions have been eliminated upon consolidation.
| ● | Business combination |
The Company follows Accounting Standards Codification (“ASC”) ASC Topic 805, Business Combinations (“ASC 805”) and ASC Topic 810, Consolidation (“ASC 810”). ASC Topic 805 requires most identifiable assets, liabilities, non-controlling interests, and goodwill acquired in a business combination to be recorded at “fair value.” The statement applies to all business combinations. Under ASC 805, all business combinations are accounted for by applying the acquisition method. Accounting for the resulting goodwill requires significant management estimates and judgment. Management performs periodic reviews of the carrying value of goodwill to determine whether events and circumstances indicate that an impairment in value may have occurred. A variety of factors could cause the carrying value of goodwill to become impaired. A write-down of the carrying value of goodwill could result in a non-cash charge, which could have an adverse effect on the Company’s results of operations.
| ● | Non-controlling interest |
The Company accounts for non-controlling interests in accordance with ASC Topic 810, which requires the Company to present non-controlling interests as a separate component of total shareholders’ equity on the consolidated balance sheets and the consolidated net loss attributable to its non-controlling interest be clearly identified and presented on the face of the consolidated statements of operations and comprehensive loss.
| ● | Segment reporting |
ASC Topic 280, Segment Reporting (“Topic 280”) establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in consolidated financial statements. The Company currently operates in six reportable operating segments: (i) Online Grocery and Food and Groceries Deliveries, (ii) Digital marketing, (iii) Online ticketing and reservation, (iv) Telecommunications Reseller, (v) e-Commerce, and (vi) Merchant Point of Sale (“merchant POS”).
| ● | Cash and cash equivalents |
Cash and
cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and
all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. As of March
31, 2024 and December 31, 2023, the cash and cash equivalents excluded restricted cash amounted to $
The Company
currently has bank deposits with financial institutions in the U.S. which exceed FDIC insurance limits. FDIC insurance provides protection
for bank deposits up to $
| ● | Restricted cash |
Restricted
cash refers to cash that is held by the Company for specific reasons and is, therefore, not available for immediate ordinary business
use. The restricted cash represented fixed deposit maintained in bank accounts that are pledged. As of March 31, 2024 and December 31,
2023, the restricted cash amounted to $
10
| ● | Accounts receivable |
Accounts receivables are recorded at the amounts that are invoiced to customers, do not bear interest, and are due within contractual payment terms, generally 30 to 90-days from completion of service or the delivery of a product. Credit is extended based on an evaluation of a customer’s financial condition, the customer’s creditworthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. Quarterly, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company records bad debt expense and records an allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For receivables that are past due or not being paid according to payment terms, appropriate actions are taken to pursue all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance for doubtful accounts after all means of collection have been exhausted and the potential for recovery is considered remote. Currently, the Company does not have any off-balance-sheet credit exposure related to its customers, and as of both March 31, 2024 and December 31, 2023, there was need for allowance for doubtful accounts.
| ● | Inventories |
Inventories are stated at the lower of cost or
net realizable value, cost being determined on a first-in-first-out method. Costs include hardware equipment and peripheral costs which
are purchased from the Company’s suppliers as merchandized goods. The Company provides inventory allowances based on excess and
obsolete inventories determined principally by customer demand. No allowance for obsolete inventories was recorded by the Company during
the three months ended March 31, 2024 and 2023. The inventories amounted to $
| ● | Prepaid expenses |
Prepaid expenses represent payments made in advance for products or services to be received in the future and are amortized to expense on a ratable basis over the future period to be benefitted by that expense. The benefits associated with the products or services are considered current assets if they are expected to be used during the next twelve months and are considered non-current assets if they are expected to be used over a period greater than one year.
| ● | Property, plant and equipment |
| Expected useful lives | ||
| Computer equipment | ||
| Office equipment | ||
| Renovation |
Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.
| ● | Impairment of long-lived assets |
In accordance with the provisions of ASC Topic 360, “Impairment or Disposal of Long-Lived Assets”, all long-lived assets such as plant and equipment and intangible assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. There has been no impairment charge for the three months period ended March 31, 2024 and 2023 presented.
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| ● | Revenue recognition |
The Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). Under ASU 2014-09, the Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:
| ● | Identify the contract with a customer; | |
| ● | Identify the performance obligations in the contract; | |
| ● | Determine the transaction price; | |
| ● | Allocate the transaction price to performance obligations in the contract; and | |
| ● | Recognize revenue as the performance obligation is satisfied. |
The Company generates its revenues from a diversified a mix of e-commerce activities that correspond to our six business segments (business to consumer or “B2C”), grocery and food delivery (B2C), telecommunication reseller (B2C), online ticketing and reservations (B2C) and the services providing to merchants for their business growth (business to business or “B2B”), digital marketing (B2B) and online ticketing and reservations (B2B).
The Company’s performance obligations include providing connectivity between merchants and consumers, generally through an online ordering platform. The platform allows merchants to create an account, display a menu and track their sale reports on the merchant facing application. The platform also allows the consumers to create an account and order from merchants on the consumer facing application. The platform allows a delivery company to accept an online delivery request and deliver or ship an order from a merchant to customer.
Lifestyle
The Company has developed an online lifestyle platform (the “Lifestyle Platform”) under its own brand name of “Leflair” to enable consumers to purchase high-end brands in many categories. Using the Company’s smart search engine, consumers search or review their favorite brands among hundreds of choices in various categories, including Apparel, Bags & Shoes, Accessories, Health & Beauty, Home & Lifestyle, International, Women, Men and Kids & Babies categories. The Lifestyle Platform also allows customers to order from hundreds of vendor choices with personalized promotions based on their individual purchase history and location. The platform has also partnered with a Vietnam-based delivery company, Amilo, to offer seamless delivery of product from merchant to consumer’s home or office at the touch of a button. Consumers can place orders for delivery or can collect their purchases at the Company’s logistics center.
Grocery and Food Delivery
Other online platforms include online platforms in Vietnam, under the brand name of “Handycart”, and Philippines, under the brand names of “Pushkart” and “Mangan”, to enable the consumers to purchase meals from restaurants and food from local grocery and food merchants and deliver to them in their area. This business segment has been progressively ceasing yet the Company has maintained ongoing involvement in specific operational activities during the three months period ended March 31, 2024.
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Telecommunications
The Company operates a Singapore-based online telecommunication reseller platform under brand name of “Gorilla” to enable the consumers to subscribe local mobile data and overseas internet data in different subscription package. Established in Singapore in 2019, Gorilla utilizes blockchain and Web3 technology to operate a MVNO for its users in South East Asia (SEA). With network coverage to over 150 countries, Gorilla offers a full suite of mobile communication services such as local calls, international roaming, data, and SMS texting. More importantly, Gorilla enables its customers to convert unused mobile data into digital assets or Gorilla GO Tokens through its innovative proprietary blockchain-based SwitchBack feature. Gorilla GO Tokens in turn can be redeemed for eVouchers, to offset future bills, or be redeemed for other value-added services. Please visit https://gorilla.global/ for more information. During the financial period ended March 31, 2024, the Company ceased its local mobile data service operation due to business restructuring to refocus on overseas internet data services.
Digital Marketing
The acquisition of a digital media platform, TMG, amplifies the reach and engagement of the Company’s e-commerce ecosystem and retail partners. Originally founded in 2010, TMG today creates and distributes digital advertising campaigns across its multi-channel network in both SEA and the US. With its intimate knowledge of local markets, digital marketing technology tools and social commerce business focus, advertisers leverage TMG’s wide influencer network throughout SEA to market and sell advertising inventory exclusively with specific placement and effect.
As a result, Thoughtful Media’s content creator partners earn a larger share of advertising revenues from international consumer brands. Thoughtful Media’s data-rich multi-channel network has uploaded over 675,000 videos with over 80 billion video views. The current network of 263 YouTube channels has onboarded over 85 million subscribers with an average monthly viewership of over 600 million views.
Travel
The Company purchased the NusaTrip Group, a leading Jakarta-based Online Travel Agency (“OTA”) in Indonesia and across SEA. The NusaTrip acquisition extended the Company’s business reach into SEA regional travel industry and marked the Company’s first foray into Indonesia. Established in 2013 as the first Indonesian OTA accredited by the International Air Transport Association, NusaTrip pioneered offering a comprehensive range of airlines and hotels to Indonesian corporate and retail customers. With its first mover advantage, NusaTrip has onboarded over 1.2 million registered users, over 500 airlines and over 200,000 hotels around the world as well as connected with over 80 million unique visitors. During the year, NusaTrip Group also acquired two Vietnam based companies having branding name of “VLeisure” and “VIT” selling air ticket, hotel reservation and providing hotel management software to local market.
The Company’s e-Commerce business is primarily conducted using Leflair’s Lifestyle Platform, as follows:
|
1) |
When a customer places an order on either the Leflair website or app, a sales orders report will be generated in the system. The Company will either fulfill this order from its inventory or purchase the item from the manufacturer or distributor. Once the Company has the item in its distribution center, it will contract with a logistics partner delivered to the end customer. The sale is recognized when the delivery is completed by the logistics partner to the end customer. Sale of products are offered with a limited right of return ranging from 3 to 30 days, from the date of purchase and not subject to any product warranty. The Company is considered the principal in this e-commerce transaction and reports revenue on a gross basis as the Company establishes the price of the product, has responsibility for fulfillment of the order and retains the risk of collection. |
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During the three months
ended March 31, 2024 and 2023, the Company generated revenue of $
The Company’s Merchant POS offers both software and hardware products and services to vendors, as follows:-
Software sales consist of:
|
1) |
Subscription fees consist of the fees that the Company charge merchants to obtain access to the Merchant Marketing Program. | |
| 2) | The Company provides optional add-on software services which includes Analytics and Chat box capabilities at a fixed fee per month. | |
| 3) | The Company collects commissions when they sell third party hardware and equipment (cashier stations, waiter tablets and printers) to merchants. |
During the three months ended March 31, 2024 and
2023, the Company generated revenue of $
Hardware sales — the Company generally is involved with the sale of on-premise appliances and end-point devices. The single performance obligation is to transfer the hardware product (which is to be installed with its licensed software integral to the functionality of the hardware product). The entire transaction price is allocated to the hardware product and is generally recognized as revenue at the time of delivery because the customer obtains control of the product at that point in time. It is concluded that control generally transfers at that point in time because the customer has title to the hardware, physical possession, and a present obligation to pay for the hardware. Payments for hardware contracts are generally due 30 to 90 days after shipment of the hardware product.
The Company records revenues from the sales of third-party products on a “gross” basis pursuant to ASC Topic 606 when the Company controls the specified good before it is transferred to the end customer and have the risks and rewards as principal in the transaction, such as responsibility for fulfillment, retaining the risk for collection, and establishing the price of the products. If these indicators have not been met, or if indicators of net revenue reporting specified in ASC Topic 606 are present in the arrangement, revenue is recognized net of related direct costs since in these instances we act as an agent.
Software subscription fee — The Company’s performance obligation includes providing customer access to our software, generally through a monthly subscription, where the Company typically satisfies its performance obligations prior to the submission of invoices to the customer for such services. The Company’s software sale arrangements grant customers the right to access and use the software products which are to be installed with the relevant hardware for connectivity at the outset of an arrangement, and the customer is entitled to both technical support and software upgrades and enhancements during the term of the agreement. The term of the subscription period is generally 12 months, with automatic one-year renewal. The subscription license service is billed monthly, quarterly or annually. Sales are generally recorded in the month the service is provided. For clients who are billed on an annual basis, deferred revenue is recorded and amortized over the life of the contract. Payments are generally due 30 to 90 days after delivery of the software licenses.
The Company
records its revenues, net of value added taxes (“VAT”), which is levied at the rate of
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Grocery and food delivery consists of online grocery under brand name “Pushkart” and food delivery service under brand name “Handycart” as follows:
Customers place order for groceries and take-out food through our online platforms of “Pushkart”, “Mangan” and “Handcart” respectively. When the grocery or food merchant receives and order, our platform will assign a third-party delivery service to pick up and deliver the grocery and/or food order to the customer. Revenue is recognized when the grocery and/or food is delivered, at which time the customer pays for the grocery and /or food order with cash, at Net of merchant cost.
During the three months
ended March 31, 2024 and 2023, the Company generated revenue of $
As a telecommunication reseller we provide local mobile data and overseas internet data plans under the brand name of “Gorilla,” which is a group of company we acquired in May 2022. Our telecommunication revenues are recorded for ASC Topic 606 purposes as follows:
Local mobile plan - customers choose and subscribe to a monthly local mobile plan through our “Gorilla” online platform. The Company will proceed to register the sim card (effectively, the mobile telephone number activation card) and arrange delivery of that Sim card to the customer. Following Sim card activation, the system will capture the monthly data usage of each customer, calculated in accordance with the package data capacity and monthly subscription rate, which amounts are aggregated and recorded as revenue. Unused data will be converted to Rewards Points and carried forward to next month for potential subsequent data usage. As a result of the rewards points, the company also recognize revenue from Rewards Point redemption for subscription fees offset, voucher redemption, extra data purchases, that the customer chooses to use via our online platform.
Overseas internet data plan – a customer will place order for their desired overseas internet data plan through either the “Gorilla” online platform or third-party partner platforms. Subscription revenue is recognized when the Sim card is delivered and activated.
During the three months ended March 31, 2024 and
2023, the Company generated revenue of $
Digital marketing revenues are recognized when the Company has negotiated the terms of the transaction, which includes determining either the overall price, or price for each performance obligation in the form of a service or a product, the service or product has been delivered to the customer, no obligation is outstanding regarding that service or product, and the Company is reasonably assured that funds have been or will be collected from the customer.
A summary of each of the Company’s revenue streams under ASC 606 is as follows:
Marketing services from customers
Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer.
The Company derives its revenue from the provision of digital marketing services to customers. The Company offers customers with a comprehensive suite of digital marketing services to enhance their social media presence and reach their target audiences, particularly Gen Z and Millennials, to achieve marketing goals. The customers can leverage the Company’s experience in building content and fanbases with creators, their creators’ creativity, engagement, and trust among creators’ loyal fanbases to increase their brand awareness and sell products. The Company offers customized digital marketing solution, including (i) advising on content strategy and budget and recommending specific creators; (ii) communicating with and managing selected creators; (iii) producing and engaging relevant content with creators to promote key messages for customers; (iv) uploading branded content on creators’ social media channels; (v) amplifying the reach of creators’ and customers’ content through precise media planning and buying via boosting marketing services on social media platforms, such as Google; and (vi) providing optimization services through data analysis and reporting.
15
The Company’s customers’ payment terms generally range from 30-60 days of fulfilling its performance obligations and recognizing revenue.
Campaign-based marketing services revenue is recognized as a distinct single performance obligation when the Company transfers services to customers, which occurs over time. The performance obligation may be a promise to place branded content on certain social media platforms and is satisfied upon delivery of such related services to customers. The duration of the service period is short, usually over 1-3 months. Such revenue is recognized at over time, for the amount the Company is entitled to receive, as and when the marketing services are provided and completed.
Marketing services from social media platforms (“platform revenue”)
The Company also derives its advertising revenue generated from its channel pages and posts on social media platforms, such as YouTube by monetizing its contents. The payments are usually received within 30 days upon completion of performance obligation for platform revenue services.
The Company recognizes revenue as performance obligations are satisfied as the creation of contents are published on the social media platforms, which occurs at a point in time. The advertisements are delivered primarily based on impressions of contents on social media platforms, hence the Company provided the advertising services by an on-going basis during the publication period and the outcome of the services can be received and consumed by the social media platform simultaneously.
The Company records its
revenues, net of value added taxes (“VAT”), which is levied at the rate of
During the three months
ended March 31, 2024 and 2023, the Company generated revenue of $
Online ticketing and reservation provide information, prices, availability, booking services for domestic and international air ticket, hotels, car, train, and hotel technology as follows:
The Company’s revenues are substantially reported on a net basis as the travel supplier is primarily responsible for providing the underlying travel services and the Company does not control the service provided by the travel supplier to the traveler. Revenue from air ticketing services, air ticket commission, hotel reservation and ancillary services including insurance commissions and refund margin are substantially recognized at a point of time when the performance obligations that are satisfied. These revenues cover B2B and B2C sales channel segments.
The Company has a software subscription revenue generated from hotel in Vietnam, and online advertising revenue, reported in gross basis, providing a hotel booking management platform for hotel management purposes, and brand advertisement purpose. these revenues are recognized ratably over the time or upon relevant performance obligations being fulfilled.
16
Ticketing services
The Company
receives spread margin from B2B and B2C customers and commissions from travel suppliers for ticketing reservations through the Company’s
transaction and service platform under various services agreements. Spread margin and commissions from ticketing reservations rendered
are recognized when tickets are issued as this is when the Company’s performance obligation is satisfied. The Company is not entitled
to a spread margin and commission fee for the tickets canceled by the end users. Losses incurred from cancelations are immaterial due
to a historical low cancelation rate and minimal administrative costs incurred in processing cancelations. The Company presents revenues
from such transactions on a net basis in the statements of income as the Company, generally, does not control the service provided by
the travel supplier to the traveler and does not assume inventory risk for canceled ticketing reservations.
Hotel reservation services
The Company receives spread margin from B2B and B2C customers and commissions from travel suppliers for hotel room reservations through the Company’s transaction and service platform. Commissions from hotel reservation services rendered are recognized when the reservation becomes non-cancelable (when the cancelation period provided by the reservation expires) which is the point at which the Company has fulfilled its performance obligation (successfully booking a reservation, which includes certain post-booking services during the cancelation period). Contracts with certain travel suppliers contain incentive commissions typically subject to achieving specific performance targets. The incentive commissions are considered as variable consideration and are estimated and recognized to the extent that the Company is entitled to such incentive commissions. The Company generally receives incentive commissions from monthly arrangements with hotels based on the number of hotel room reservations where end users have completed their stay. The Company presents revenues from such transactions on a net basis in the statements of income and comprehensive income as the Company, generally, does not control the service provided by the travel supplier to the traveler and does not assume inventory risk for canceled hotel reservations.
Hotel technology platform software services
The Company receives subscription fee from travel suppliers for hotel room reservation and marketing system through the Company’s reservation and marketing platform.
Subscription fee from hotel technology platform software services rendered are recognized ratably over the fixed term of the agreement as services are provided throughout the contract period, where the performance obligations being fulfilled through the usage of our hotel technology platform software services.
The Company presents revenues from such transactions on a gross basis in the statements of income and comprehensive income as the Company, generally, control the service provided by the travel supplier to the traveler.
Ancillary services
Ancillary revenues comprise primarily of the insurance commission and refund margin.
Insurance commission revenue received from B2B and B2C customers for selling of travel insurance through the Company’s transaction and service platform. Commission from travel insurance is recognized when the order is confirmed and paid which is the point at which the Company fulfilled its performance obligation. Refund margin revenue received from B2B and B2C customers for the spread arise from reservations cancellation fee between customers and travel suppliers. This is recognized upon the confirmation of refund amount by both customers and travel suppliers which is the point at which the Company fulfilled its performance obligation.
The Company presents revenues from ancillary service transactions on a net basis in the statements of income and comprehensive income as the Company, generally, does not control the service provided by the insurance supplier and travel supplier to the traveler.
During the three months ended March 31, 2024 and
2023, the Company generated revenue of $
17
Principal vs Agent Considerations
In accordance with ASC Topic 606, Revenue Recognition: Principal Agent Considerations, the Company evaluates the terms in the agreements with its customers and vendors to determine whether or not the Company acts as the principal or as an agent in the arrangement with each party respectively. The determination of whether to record the revenue on a gross or net basis depends upon whether the Company has control over the goods prior to transferring it. This evaluation determined that the Company is not in control of establishing the transaction price, not managing all aspects of the terms, even though taking the risk of campaign results and default payment.
Contract assets
In accordance with ASC Topic 606, a contract asset arises when the Company transfers a good or performs a service in advance of receiving consideration from the customer as agreed upon. A contract asset becomes a receivable once the Company’s right to receive consideration becomes unconditional.
There were
contract assets balance was $
Contract liabilities
In accordance with ASC Topic 606, a contract liability represents the Company’s obligation to transfer goods or services to a customer when the customer prepays for a good or service or when the customer’s consideration is due for goods and services that the Company will yet provide whichever happens earlier.
Contract
liabilities represent amounts collected from, or invoiced to, customers in excess of revenues recognized, primarily from the billing of
annual subscription agreements. The value of contract liabilities will increase or decrease based on the timing of invoices and recognition
of revenue. The Company’s contract liabilities balance was $
| ● | Software development costs |
In accordance with the relevant FASB accounting guidance regarding the development of software to be sold, leased, or marketed, the Company expenses such costs as they are incurred until technological feasibility has been established, at and after which time these costs are capitalized until the product is available for general release to customers. Once the technological feasibility is established per ASC Topic 985, Software, the Company capitalizes costs associated with the acquisition or development of major software for internal and external use in the balance sheet. These capitalized software costs are ratably amortized over the period of the software’s estimated useful life. Costs incurred to enhance the Company’s software products, after general market release of the services using the products, is expensed in the period they are incurred. The Company only capitalizes subsequent additions, modifications or upgrades to internally developed software to the extent that such changes allow the software to perform a task it previously did not perform. The Company also expenses website costs as incurred.
Research
and development expenditures arising from the development of the Company’s own software are charged to operations as incurred.
For the three months ended March 31, 2024, and 2023, software development costs were $
18
| ● | Cost of sales |
Cost of revenue under online ordering consist of the cost of merchandizes ordered by the consumers and the related shipping and handling costs, which are directly attributable to the sales of online ordering.
Cost of revenue related to software sales and licensing consist of the cost of software and payroll costs, which are directly attributable to the sales and licensing of software. Cost of revenue related to hardware sales consist of the cost of hardware and payroll costs, which are directly attributable to the sales of hardware.
Cost of revenue related to grocery and food delivery consist of the cost of the outsourced delivery and the outsource payment gateway, which are directly attributable to the sales of grocery and food delivery.
Cost of revenue related to our telecommunication data reseller segment consist of the cost of the primary telecommunication service, which are directly attributable to the sales of telecommunication data.
Cost of revenue under digital marketing consist of the cost of primary digital marketing service, which are directly attributable to the sales of digital marketing.
| ● | Shipping and handling costs |
No shipping and handling costs are associated with the distribution of the products to the customers since those costs are borne by the Company’s suppliers or distributors for our merchant POS business.
The shipping and handling costs for all segments other than our e-commerce segment are recorded net in sales. For shipping costs related to our e-commerce business, those shipping costs are recorded in cost of revenue.
| ● | Sales and marketing |
Sales and
marketing expenses include payroll, employee benefits and other headcount-related expenses associated with sales and marketing personnel,
and the costs of advertising, promotions, seminars, and other programs. Advertising costs are expensed as incurred. Advertising
expense was $
| ● | Product warranties |
The Company’s provision for estimated future warranty costs is based upon the historical relationship of warranty claims to sales. Based upon historical sales trends and warranties provided by the Company’s suppliers, the Company has concluded that no warranty liability is required as of March 31, 2024 and December 31, 2023. To date, product allowance and returns have been minimal and, based on its experience, the Company believes that returns of its products will continue to be minimal, although it looks at this issue every quarter to continue to support its assertion.
19
| ● | Income tax |
The Company
adopted the ASC 740 Income Tax provisions, which addresses the determination of whether tax benefits claimed or expected to be claimed
on a tax return should be recorded in the condensed consolidated financial statements. Under paragraph ASC Topic 740, the Company may
recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on
examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the condensed consolidated
financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (
The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. On a quarterly basis, the Company reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances to reduce those amounts to the amounts management believes will be realized in future income tax returns.
In addition to U.S. income taxes, the Company and its wholly-owned foreign subsidiary, is subject to income taxes in the jurisdictions in which it operates. Significant judgment is required in determining the provision for income tax, there may be transactions and calculations for which the ultimate tax determination is uncertain. The company recognizes liabilities for anticipated tax audit issues based on the Company’s current understanding of the tax law. Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made.
| ● | Foreign currencies translation and transactions |
The reporting currency of the Company is the United States Dollar (“US$”) and the accompanying consolidated unaudited condensed financial statements have been expressed in US$s. In addition, the Company’s subsidiary is operating in the Republic of Vietnam, Singapore, India and Philippines and maintains its books and record in its local currency, Vietnam Dong (“VND”), Singapore Dollar (“SGD”), Indian Rupee (“INR”), Philippines Pesos (“PHP”), Malaysian Ringgit (“MYR), Thailand Baht (“THB”) and Indonesian Rupiah (“IDR”), respectively, which are the functional currencies in which the subsidiary’s operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$s, in accordance with ASC Topic 830, “Translation of Financial Statement” (“ASC 830”) using the applicable exchange rates on the balance sheet date. Shareholders’ equity is translated using historical rates. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from the translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income (loss) within the unaudited condensed statements of changes in shareholder’s equity.
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Schedule of Foreign currencies translation and transactions
| March 31, 2024 | March 31, 2023 | |||||||
| Period-end SGD:US$ exchange rate | $ | $ | ||||||
| Period average SGD:US$ exchange rate | $ | $ | ||||||
| March 31, 2024 | March 31, 2023 | |||||||
| Period-end VND:US$ exchange rate | $ | $ | ||||||
| Period average VND:US$ exchange rate | $ | $ | ||||||
| March 31, 2024 | March 31, 2023 | |||||||
| Period-end INR:US$ exchange rate | $ | $ | ||||||
| Period average INR:US$ exchange rate | $ | $ | ||||||
| March 31, 2024 | March 31, 2023 | |||||||
| Period-end PHP:US$ exchange rate | $ | $ | ||||||
| Period average PHP:US$ exchange rate | $ | $ | ||||||
| March 31, 2024 | March 31, 2023 | |||||||
| Period-end THB:US$ exchange rate | $ | $ | ||||||
| Period average THB:US$ exchange rate | $ | $ | ||||||
| March 31, 2024 | March 31, 2023 | |||||||
| Period-end MYR:US$ exchange rate | $ | $ | ||||||
| Period average MYR:US$ exchange rate | $ | $ | ||||||
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| March 31, 2024 | March 31, 2023 | |||||||
| Period-end IDR:US$ exchange rate | $ | $ | ||||||
| Period average IDR:US$ exchange rate | $ | $ | ||||||
Translation gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are translated, as the case may be, at the rate on the date of the transaction and included in the results of operations as incurred.
| ● | Comprehensive income |
ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying consolidated statements of changes in shareholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.
| ● | Earnings per share |
Basic per share amounts are calculated using the weighted average shares outstanding during the year, excluding unvested restricted stock units. The Company uses the treasury stock method to determine the dilutive effect of stock options and other dilutive instruments. Under the treasury stock method, only “in the money” dilutive instruments impact the diluted calculations in computing diluted earnings per share. Diluted calculations reflect the weighted average incremental common shares that would be issued upon exercise of dilutive options assuming the proceeds would be used to repurchase shares at average market prices for the years.
For the three months ended March 31, 2024 and 2023, diluted weighted-average common shares outstanding is equal to basic weighted-average common shares, due to the Company’s net loss position. Hence, no common stock equivalents were included in the computation of diluted net loss per share since such inclusion would have been antidilutive.
| Three months ended March 31, | ||||||||
| 2024 | 2023 | |||||||
| Net loss attributable to Society Pass Incorporated | $ | ( | ) | $ | ( | ) | ||
| $ | ( | ) | $ | ( | ) | |||
22
The following potentially dilutive securities outstanding have been excluded from the computation of diluted weighted-average shares outstanding, because such securities had an antidilutive impact:
| Three months ended March 31, | ||||||||
| 2024 | 2023 | |||||||
| Options to purchase common stock (a) | ||||||||
| Warrants granted to underwriter | ||||||||
| Warrants granted with Series C-1 Convertible Preferred Stock | ||||||||
| Total of common stock equivalents | ||||||||
| (a) |
| ● | Leases |
The Company adopted Topic 842, Leases (“ASC 842”) to determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in the consolidated balance sheets.
ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company generally use the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
In accordance with the guidance in ASC 842, components of a lease should be split into three categories: lease components (e.g. land, building, etc.), non-lease components (e.g. common area maintenance, consumables, etc.), and non-components (e.g. property taxes, insurance, etc.). Subsequently, the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components.
When a lease is terminated before the expiration of the lease term, irrespective of whether the lease is classified as a finance lease or an operating lease, the lessee would derecognize the ROU asset and corresponding lease liability. Any difference would be recognized as a gain or loss related to the termination of the lease. Similarly, if a lessee is required to make any payments or receives any consideration when terminating the lease, it would include such amounts in the determination of the gain or loss upon termination.
As
of March 31, 2024 and December 31, 2023, the Company recorded the right of use asset of $
23
| ● | Retirement plan costs |
Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying consolidated statements of operation as the related employee service is provided.
| ● | Share-based compensation |
The Company follows ASC Topic 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all share-based payment awards (employee and non-employee), at grant-date fair value of the equity instruments that an entity is obligated to issue. Restricted stock units are valued using the market price of the Company’s common shares on the date of grant. The Company uses a Black-Scholes option pricing model to estimate the fair value of employee stock options at the date of grant. As of March 31, 2024, those shares issued and stock options granted for service compensation, vest 180 days after the grant date, and therefore these amounts are thus recognized as expense during the three months ended March 31, 2024 and 2023. Stock-based compensation is recorded in general and administrative expenses within the Consolidated Statements of Operations and Other Comprehensive Loss, with corresponding credits to common stock and accumulated paid-in capital.
| ● | Warrants |
In connection with certain financing, consulting and collaboration arrangements, the Company has issued warrants to purchase shares of its preferred and common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using a Black-Scholes Option Pricing Model as of the measurement date. The Company uses a Black-Scholes option pricing model to estimate the grant date fair value of the warrants. Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital (the accounting treatment for common stock issuance costs). All other warrants are recorded at the grant date fair value as an expense over the requisite service period, or at the date of issuance if the warrants vest immediately, with corresponding credits to additional paid-in capital.
| ● | Related parties |
The Company follows ASC 850-10, Related Party Disclosures (“ASC 850”) for the identification of related parties and the disclosure of related party transactions.
Pursuant to ASC 850, the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under ASC 825, Financial Instruments, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required by ASC 850. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
24
| ● | Commitments and contingencies |
The Company follows the ASC 450, Commitments, to account for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, which assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available, that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows if the current level of facts and circumstances changes in the future.
| ● | Fair value of financial instruments |
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:
| Level 1 | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. | |
| Level 2 | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. | |
| Level 3 | Pricing inputs that are generally observable inputs and not corroborated by market data. |
Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.
The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.
The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, accounts receivable, deposits, prepayments and other receivables, contract liabilities, accrued liabilities and other payables, amounts due to related parties and operating lease liabilities, approximate their fair values because of the short maturity of these instruments.
| ● | Recent Accounting Pronouncements |
From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date.
All other recently issued, but not yet effective, 2024 Accounting Standards Updates are not expected to have an effect on the Company.
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NOTE－4 REVENUE
| Three Months ended March 31, | ||||||||
| 2024 | 2023 | |||||||
| At a point in time: | ||||||||
| Sales – online ordering | $ | $ | ||||||
| Sales – digital marketing | ||||||||
| Sales – online ticketing and reservation | ||||||||
| Sales – data | ||||||||
| Hardware sales | ||||||||
| Over a period of time: | ||||||||
| Sales – digital marketing | ||||||||
| Software subscription sales | ||||||||
| $ | $ | |||||||
Contract liabilities recognized was related to online ticketing and reservation, digital marketing, telecommunication reseller and software sales and the following is reconciliation for the years presented:
| March 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Contract liabilities, brought forward | $ | $ | ||||||
| Add: recognized as deferred revenue | ||||||||
| Less: recognized as revenue | ( | ) | ( | ) | ||||
| Contract liabilities, carried forward | $ | $ | ||||||
NOTE－5 SEGMENT REPORTING
Currently, the Company has
|
(i) |
e-Commerce – operates an online lifestyle platform under the brand name of “Leflair” covering a diversity of services and products, such as fashion and accessories, beauty and personal care, and home and lifestyle, all managed by SOPA Technology Company Ltd, |
| (ii) | Merchant point of sale (“POS”) – is involved in the sale of hardware and software to merchants and this segment is managed by Hottab group and SOPA entities except SOPA Technology Company Ltd, |
| (iii) | Online grocery and food deliveries – operate an online food delivery service under the “Handycart” and “Mangan” brand name, managed by Dream Space Trading Co Ltd and New Retail Experience Incorporated respectively and an online grocery delivery under the “Pushkart” brand name, managed by New Retail Experience Incorporated, and |
| (iv) | Telecommunication reseller – provide sales of local mobile phone plans and global internet data provider plans, both services managed by the Gorilla Group. |
| (v) | Digital marketing operates the digital marketing business with creator and digital marketing platform |
| (vi) | Online ticketing and reservation - operates the sale of domestic and overseas air ticket and global hotel reservations |
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Schedule of Segment Reporting:
| Three months ended March 31, 2024 | ||||||||||||||||||||||||||||
| Online F&B and Groceries Deliveries | Digital Marketing | Online Ticketing and reservation | e-Commerce | Telecommunication Reseller | Merchant POS | Total | ||||||||||||||||||||||
| Revenue from external customers | ||||||||||||||||||||||||||||
| Sales – online ordering | — | |||||||||||||||||||||||||||
| Sales – digital marketing | — | |||||||||||||||||||||||||||
| Sales – online ticketing and reservation | ||||||||||||||||||||||||||||
| Sales – data | ||||||||||||||||||||||||||||
| Software sales | — | — | ||||||||||||||||||||||||||
| Hardware sales | ||||||||||||||||||||||||||||
| Total revenue | — | — | ||||||||||||||||||||||||||
| Cost of revenue: | ||||||||||||||||||||||||||||
| Cost of online ordering | — | ( | ) | ( | ) | |||||||||||||||||||||||
| Cost of digital marketing | ( | ) | ( | ) | ||||||||||||||||||||||||
| Cost of online platform | ||||||||||||||||||||||||||||
| Cost of data | ( | ) | ( | ) | ||||||||||||||||||||||||
| Software cost | ( | ) | ( | ) | — | ( | ) | |||||||||||||||||||||
| Hardware cost | ||||||||||||||||||||||||||||
| Total cost of revenue | — | ( | ) | ( | ) | ( | ) | ( | ) | — | ( | ) | ||||||||||||||||
| Gross income (loss) | — | ( | ) | ( | ) | — | ||||||||||||||||||||||
| Operating Expenses | ||||||||||||||||||||||||||||
| Sales and marketing expenses | — | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||
| Software development costs | ( | ) | ( | ) | ||||||||||||||||||||||||
| Depreciation | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Amortization | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Income (loss) from operations | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Other income (expense) | ||||||||||||||||||||||||||||
| Impairment loss | — | ( | ) | ( | ) | |||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||||||
| Interest expense | — | ( | ) | ( | ) | |||||||||||||||||||||||
| Written-off of plant and equipment | — | ( | ) | ( | ) | |||||||||||||||||||||||
| Other income | ( | ) | ||||||||||||||||||||||||||
| Total other income (expense) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Income (loss) before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
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| Three months ended March 31, 2023 | ||||||||||||||||||||||||||||
| Online F&B and Groceries Deliveries | Digital Marketing | Online Ticketing and reservation | e-Commerce | Telecommunication Reseller | Merchant POS | Total | ||||||||||||||||||||||
| Revenue from external customers | ||||||||||||||||||||||||||||
| Sales – online ordering | ||||||||||||||||||||||||||||
| Sales – digital marketing | ||||||||||||||||||||||||||||
| Sales – online ticketing and reservation | ||||||||||||||||||||||||||||
| Sales – data | ||||||||||||||||||||||||||||
| Software sales | ||||||||||||||||||||||||||||
| Total revenue | 34,085 | 1,283,774 | 410,230 | 223,517 | 14,302 | 195 | 1,966,103 | |||||||||||||||||||||
| Cost of sales: | ||||||||||||||||||||||||||||
| Cost of online ordering | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Cost of digital marketing | ( | ) | ( | ) | ||||||||||||||||||||||||
| Cost of data | ( | ) | ( | ) | ||||||||||||||||||||||||
| Software cost | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Total cost of revenue | ( | ) | ( | ) | — | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||
| Gross income (loss) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Operating Expenses | ||||||||||||||||||||||||||||
| Sales and marketing expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Software development costs | ( | ) | ( | ) | ||||||||||||||||||||||||
| Impairment loss | — | — | ||||||||||||||||||||||||||
| Depreciation | ( | ) | ( | ) | ( | ) | ( | ) | — | ( | ) | ( | ) | |||||||||||||||
| Amortization | ( | ) | ( | ) | ||||||||||||||||||||||||
| General and administrative expenses, net of depreciation and amortisation | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Other income (expense) | ||||||||||||||||||||||||||||
| Gain from early lease termination | — | |||||||||||||||||||||||||||
| Interest income | — | |||||||||||||||||||||||||||
| Interest expense | ( | ) | — | ( | ) | — | ( | ) | ||||||||||||||||||||
| JV income | — | — | — | — | — | |||||||||||||||||||||||
| Warrant modification expense | — | — | — | — | — | — | — | |||||||||||||||||||||
| Other income | ||||||||||||||||||||||||||||
| Total other income (expense) | ||||||||||||||||||||||||||||
| Loss before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
28
| March 31, 2024 | ||||||||||||||||||||||||||||
| Online F&B and Groceries Deliveries | Digital Marketing | Online Ticketing and reservation | e-Commerce | Telecommunication Reseller | Merchant POS | Total | ||||||||||||||||||||||
| Intangible assets, net | ||||||||||||||||||||||||||||
| Identifiable assets | ||||||||||||||||||||||||||||
| December 31, 2023 | ||||||||||||||||||||||||||||
| Online F&B and Groceries Deliveries | Digital Marketing | Online Ticketing and reservation | e-Commerce | Telecommunication Reseller | Merchant POS | Total | ||||||||||||||||||||||
| Intangible assets, net | — | |||||||||||||||||||||||||||
| Identifiable assets | ||||||||||||||||||||||||||||
Schedule of geographic segments
| Schedule of geographic segments | ||||||||
| Three Months Ended March 31, | ||||||||
| 2024 | 2023 | |||||||
| Indonesia | $ | $ | ||||||
| Vietnam | ||||||||
| Philippines | ||||||||
| Singapore | ||||||||
| United States | ||||||||
| Thailand | ||||||||
| Malaysia | ||||||||
| $ | $ | |||||||
29
NOTE－6 DEPOSIT, PREPAYMENTS AND OTHER RECEIVABLES
March
31, | December 31, 2023 | |||||||
| Deposits | $ | $ | ||||||
| Prepayments | ||||||||
| Value added tax | ||||||||
| Interest receivable | ||||||||
| Other receivables | ||||||||
| Total | $ | $ | ||||||
NOTE－7 INVENTORIES
March 31, | December 31, 2023 | |||||||
| Finished goods | $ | $ | ||||||
| Less: | ||||||||
| Reserve for excess and obsolete inventory | ||||||||
| Total Inventories | $ | $ | ||||||
All finished goods inventories
were related to e-commerce business and was held by the third party logistic. The cost of revenue incurred amounted to $
NOTE－8 INTANGIBLE ASSETS
| Useful life | March 31, 2024 | December 31, 2023 | ||||||||
| At cost: | ||||||||||
| Software platform | $ | $ | ||||||||
| Apps development | ||||||||||
| Computer software | ||||||||||
| Software system | ||||||||||
| Intellectual technology | ||||||||||
| Identifiable intangible asset | ||||||||||
| Other intangible assets | ||||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||||
| $ | $ | |||||||||
November 1, 2018, the Company entered into a
software development agreement with CVO Advisors Pte Ltd (CVO) 2018 to design and build an App and Web-based platform for the total consideration
of $
The delivered platform was further developed by the Company’s in-house technology team (based in Noida that Sopa is currently using for the loyalty platform. The platform can be downloaded from Apple store or Googleplay store (i.e. SoPa App) and the Company’s web version is on www.sopa.asia. The platform was completed developed on September 30, 2020 and has estimated life of years. The platform started to be amortized from October 1, 2020.
30
Further, the Company
entered into a subscription agreement with CVO to issue
Pursuant to the subscription
agreement entered into with CVO, the Company issued
Also, the owner of CVO
entered into a call option agreement with the CEO of the Company to sale all the shares of CVO for the sum of $
Amortization of intangible assets was $
Apps development costs
for the development stage of mobile apps development with blockchain feature used by the subsidiaries under Telecommunications Reseller
segment business amounted to $
Computer software including business and operating software and license acquired from third parties.
Software system is the existing apps development cost and potential software value estimated base on acquisition exercise of Mangan business unit under New Retail Experience Incorporated, through the finalization of Purchase Price Allocation. This has been written off during the year ended December 31, 2023.
Intellectual technology is the identified technology value concluded from acquisition of Pushkart business unit under New Retail Experience Incorporated, through the finalization of Purchase Price Allocation. This has been written off during the year ended December 31, 2023.
Identifiable intangible assets are the potential intangible assets as stakeholder values estimated based on acquisition exercise of TMG group, Nusatrip group and VLeisure, through the finalization of Purchase Price Allocation.
NOTE－ 9 PROPERTY, PLANT AND EQUIPMENT
| March 31, 2024 | December 31, 2023 | |||||||
| At cost: | ||||||||
| Computer | $ | $ | ||||||
| Office equipment | ||||||||
| Furniture and fixtures | ||||||||
| Renovation | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
Depreciation expense for the three months ended
March 31, 2024 and 2023 were $
31
NOTE－10 AMOUNTS DUE TO RELATED PARTIES
| March 31, 2024 | December 31, 2023 | |||||||
| Amounts due to related parties (a) | $ | $ | ||||||
| (a) |
NOTE－11 ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
| March 31, 2024 | December 31, 2023 | |||||||
| Accounts payable- | $ | $ | ||||||
| Accrued liabilities and other payables (a) | ||||||||
| Total Accounts payable | $ | $ | ||||||
| (a) |
| March 31, 2024 | December 31, 2023 | |||||||
| Accrued payroll | $ | $ | ||||||
| Accrued VAT expenses | ||||||||
| Accrued taxes | ||||||||
| Accrued litigation expense (b) | ||||||||
| Customer deposit | ||||||||
| Customer refund | ||||||||
| Other payables | ||||||||
| Other accrual (c) | ||||||||
| Total Accrued liabilities | $ | $ | ||||||
| (b) | |
| (c) |
32
NOTE－12 LEASES
We adopted ASU No. 2016-02, - Leases, on January 1, 2019, the beginning of our fiscal 2019, using the modified retrospective approach. We determine whether an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys the right to control the use of an identified fixed asset explicitly or implicitly for a period of time in exchange for consideration. Control of an underlying asset is conveyed if we obtain the rights to direct the use of and to obtain substantially all of the economic benefit from the use of the underlying asset. Some of our leases include both lease and non-lease components which are accounted for as a single lease component as we have elected the practical expedient. Some of our operating lease agreements include variable lease costs, primarily taxes, insurance, common area maintenance or increases in rental costs related to inflation. Substantially all of our equipment leases and some of our real estate leases have terms of less than one year and, as such, are accounted for as short-term leases as we have elected the practical expedient.
Operating leases are included in the right-of-use lease assets, other current liabilities and long-term lease liabilities on the Consolidated Balance Sheet. Right-of-use assets and lease liabilities are recognized at each lease’s commencement date based on the present values of its lease payments over its respective lease term. When a borrowing rate is not explicitly available for a lease, our incremental borrowing rate is used based on information available at the lease’s commencement date to determine the present value of its lease payments. Operating lease payments are recognized on a straight-line basis over the lease term. We had no financing leases as of March 31, 2024 and December 31, 2023.
The Company used a weighted average incremental
borrowing rate of
During the three months ended March 31, 2024, no new lease arrangements was entered, and accounted as per ASC Topic 842.
| Three months ended March 31, | ||||||||
| 2024 | 2023 | |||||||
| Operating lease expense (per ASC 842) | $ | $ | ||||||
| Short-term lease expense (other than ASC 842) | ||||||||
| Total lease expense | $ | $ | ||||||
As of March 31, 2024, right-of-use assets were
$
As of December 31, 2023, right-of-use assets
were $
Components of Lease Expense
We recognize lease expense on a straight-line basis over the term of our operating leases, as reported within “general and administrative” expense on the accompanying consolidated statement of operations.
33
Future Contractual Lease Payments as of March 31, 2024
| Years ending March 31, | Operating lease amount | |||
| 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| Total | ||||
| Less: interest | ( | ) | ||
| Present value of lease liabilities | $ | |||
| Less: non-current portion | ( | ) | ||
| Present value of lease liabilities – current liability | $ | |||
NOTE－ 13 LOAN
| March 31, 2024 | December 31, 2023 | |||||||
| Loan – A (i) | ||||||||
| $ | $ | |||||||
| i) |
NOTE－14 SHAREHOLDERS’ DEFICIT
Authorized stock
The Company is authorized to issue two classes
of stock. The total number of shares of stock which the Company is authorized to issue is
The holders of the Company’s common stock are entitled to the following rights:
Voting Rights: Each share of the Company’s common stock entitles its holder to one vote per share on all matters to be voted or consented upon by the stockholders. Holders of the Company’s common stock are not entitled to cumulative voting rights with respect to the election of directors.
Dividend Right: Subject to limitations under Nevada law and preferences that may apply to any shares of preferred stock that the Company may decide to issue in the future, holders of the Company’s common stock are entitled to receive ratably such dividends or other distributions, if any, as may be declared by the Board of the Company out of funds legally available therefor.
34
Liquidation Right: In the event of the liquidation, dissolution or winding up of our business, the holders of the Company’s common stock are entitled to share ratably in the assets available for distribution after the payment of all of the debts and other liabilities of the Company, subject to the prior rights of the holders of the Company’s preferred stock.
Other Matters: The holders of the Company’s common stock have no subscription, redemption or conversion privileges. The Company’s common stock does not entitle its holders to preemptive rights. All of the outstanding shares of the Company’s common stock are fully paid and non-assessable. The rights, preferences and privileges of the holders of the Company’s common stock are subject to the rights of the holders of shares of any series of preferred stock which the Company may issue in the future.
Common stock outstanding
As of March 31, 2024 and December 31, 2023, the
Company had a total of
On November 8, 2021, the Company entered into
an underwriting agreement with Maxim Group LLC, related to the offering of
Upon the closing of the IPO, all outstanding
shares of preferred stock series A, B, B-1, C and C-1 were automatically converted into
On May 1, 2024, the Company effected a 1-for-15
reverse stock split of the issued and outstanding shares of the Company’s common stock. The number of authorized shares has changed to
The forward stock split and reverse stock split described above had no effect on the stated value of the preferred stock, and the number of designated shares and outstanding shares of each series of preferred stock was unchanged in accordance with the respective certificate of designations. The number of authorized shares of preferred stock remained unchanged.
During the three months ended March 31, 2024
and 2023, the Company issued
During the three months ended March 31, 2024
and 2023, the Company issued
During the three months ended March 31, 2024
and 2023, the Company issued
35
Warrants
In August 2019, the Company issued
In December 2020, the Company issued a certain
number of warrants pursuant to the Series C-1 Subscription Agreement. Each redeemable warrant allows the holder to purchase one C-1 preferred
stock at a price of $
In December 2020, a total of
| Warrants | Weighted average exercise price | Weighted average remaining contractual life (in years) | ||||||||||
| Outstanding as of December 31, 2020 (a) | $ | |||||||||||
| Issued (b) | $ | |||||||||||
| Issued (a) | $ | |||||||||||
| Exercised | ( | ) | $ | |||||||||
| Expired | ||||||||||||
| Outstanding as of December 31, 2021 | $ | |||||||||||
| Issued (c) | $ | |||||||||||
| Exercised | ( | ) | $ | |||||||||
| Expired | ( | ) | $ | |||||||||
| Outstanding as of December 31, 2022 | $ | |||||||||||
| Outstanding as of December 31, 2023 | $ | |||||||||||
| Outstanding as of March 31, 2024 | $ | |||||||||||
There is no intrinsic value for the warrants as of March 31, 2024 and December 31, 2023.
| (a) | Common stock will be issued upon exercise of the |
| (b) | Series C-1 Preferred Stock will be issued upon the exercise of the warrants. The Series C-1 Preferred Stock was automatically converted into |
| (c) | Common stock will be issued upon warrants exercise of the |
36
On April 19, 2021, the Company extended the expiry date of the Warrant issued to the Series C-1 Preferred Stockholder by six months from June 30, 2021 to December 31, 2021. Further, on November 16, 2021, the Company extended the expiry date of the Warrant issued to the Series C-1 Preferred Stockholder by six months from December 31, 2021 to June 30, 2022. The Company considered this warrant as permanent equity per ASC Topic 815-40-35-2, the warrants would not be marked to market at each financial reporting date. However, where there is a subsequent change in assumptions related warrants (in the instant case, an extension of the expiration date of the warrants), the difference between the amount originally recorded and the newly calculated amount, based upon the changed assumptions, is determined and the difference between the before and after valuation is recorded as an expense, with the corresponding credit to additional paid-in capital. No additional warrants modification expense were recorded as of March 31, 2024 and December 31, 2023, respectively.
The Company determined the fair value using the Black-Scholes option pricing model with the following assumptions.
| Before modification | After Modification | |||||||
| Dividend rate | % | % | ||||||
| Risk-free rate | % | % | ||||||
| Weighted average expected life (years) | ||||||||
| Expected volatility | % | % | ||||||
| Exercise price | $ | $ | ||||||
The Company considered
Director’s Stock option
On December 8, 2021, the Board of Directors approved
a grant to Dennis Nguyen of a 10-year stock option to purchase
| Schedule of Director’s stock awards | Share option | Weighted average exercise price | Weighted average remaining contractual life (in years) | |||||||||
| Outstanding as of December 31, 2022 | $ | |||||||||||
| Granted | ||||||||||||
| Exercised | ||||||||||||
| Expired | ||||||||||||
| Outstanding as of December 31, 2023 | $ | |||||||||||
| Granted | — | — | — | |||||||||
| Exercised | ||||||||||||
| Expired | ||||||||||||
| Outstanding as of March 31, 2024 | $ | |||||||||||
37
The total fair value of options vested during
the three months ended March 31, 2024 and 2023 was $
| December 8, 2021 | ||||
| Dividend rate | % | |||
| Risk-free rate | % | |||
| Weighted average expected life (years) | ||||
| Expected volatility | % | |||
| Share price | $ | |||
| Stock awards | Weighted average exercise price | Weighted average remaining contractual life | ||||||||||
| Unvested as of December 31, 2022 | $ | |||||||||||
| Issued | ||||||||||||
| Vested | ( | ) | ||||||||||
| Cancelled | ||||||||||||
| Unvested as of December 31, 2023 | $ | |||||||||||
| Issued | ||||||||||||
| Vested | ||||||||||||
| Cancelled | ||||||||||||
| Unvested as of March 31, 2024 | $ | |||||||||||
The Company issued
NOTE－15 PREFERRED STOCKS AND WARRANTS
| No. of shares | Stated Value | |||||||
| Series A Convertible Preferred Stock | $ | |||||||
| Series B Convertible Preferred Stock | $ | |||||||
| Series B-1 Convertible Preferred Stock | $ | |||||||
| Series C Convertible Preferred Stock | $ | |||||||
| Series C-1 Convertible Preferred Stock | $ | |||||||
| Series X Super Voting Preferred Stock | $ | |||||||
All of the Series A, B, B-1, C, and C-1 Preferred Shares were issued at a value of respective stated value per share. These all Series of Preferred Shares contain a conversion option, are convert into a fixed number of common shares or redeemable with the cash repayment at the liquidation, so as a result of this liquidation preference, under U.S GAAP, the Company has classified the all these Series of Preferred Shares within mezzanine equity in the consolidated balance sheet.
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Series X Super Voting Preferred Stock was issued a par value per share. This Series of Preferred Shares does not contain a conversion option, so as a result of this liquidation preference, under U.S GAAP, the Company has classified the this Series of Preferred Shares within permanent equity in the consolidated balance sheet.
Voting Rights: (1) The affirmative vote of at least a majority of the holders of each series of preferred stock shall be necessary to:
| (a) | increase or decrease the par value of the shares of the Series A Preferred Stock, alter or change the powers, preferences or rights of the shares of Series A Preferred Stock or create, alter or change the powers, preferences or rights of any other capital stock of the Company if after such alteration or change such capital stock would be senior to or pari passu with Series A Preferred Stock; and |
| (a) | adversely affect the shares of Series A Preferred Stock, including in connection with a merger, recapitalization, reorganization or otherwise. |
(2) The affirmative vote of at least a majority of the holders of the shares of the Series A Preferred Stock shall be necessary to:
| (a) | enter into a transaction or series of related transactions deemed to be a liquidation, dissolution or winding up of the Corporation, or voluntarily liquidate or dissolve; |
| (b) | authorize a merger, acquisition or sale of substantially all of the assets of the Company or any of its subsidiaries (other than a merger exclusively to effect a change of domicile of the Company to another state of the United States); |
| (c) | increase or decrease (other than decreases resulting from conversion of the Series A Preferred Stock) the authorized number of shares of the Company’s preferred stock or any series thereof, the number of shares of the Company’s common stock or any series thereof or the number of shares of any other class or series of capital stock of the Company; and |
| (d) | any repurchase or redemption of capital stock of the Company except any repurchase or redemption at cost upon the termination of services of a service provider to the Company or the exercise by the Company of contractual rights of first refusal as applied to such capital stock. |
Dividend Rights: The holders of the Company’s preferred stock are not entitled to any dividend rights.
Conversion Rights (Series A Preferred
Stock): Upon the consummation of this offering, the issued and outstanding shares of Series A Preferred Stock automatically convert into
a number of shares of the Company’s common stock equal to the quotient obtained by dividing (x) the aggregate Stated Value of the
issued and outstanding Series A Preferred Stock plus any other amounts due to the holders thereof divided by (y) the offering price of
the Company’s common stock. If 90 days after conversion, the closing market price of the Company’s common stock as quoted
on Nasdaq (the “Market Value”) has decreased below the initial public offering price, each holder of the Series A Preferred
Stock shall be issued a warrant to purchase a number of shares of the Company’s common stock equal to
Conversion Rights (Preferred Stock other
than Series A and Series X Super Voting Preferred Stock): Upon the consummation of this offering, each issued and outstanding share of
Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock and Series C-1 Preferred Stock will automatically convert
into
39
Liquidation Rights: In the event of any
liquidation, dissolution or winding up of the Company, either voluntary or involuntary (a “Liquidation Event”), the holders
of each series of preferred stock shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus
funds of the Company to the holders of the Company’s common stock by reason of their ownership thereof, an amount per share in
cash equal to the greater of (x) the aggregate Stated Value for all shares of such series of Preferred Stock then held by then or (y)
the amount payable per share of the Company’s common stock which such holder of preferred stock would have received if such holder
had converted to common stock immediately prior to the Liquidation Event all of such series of preferred stock then held by such holder
(the “Series Stock Liquidation Preference”). If, upon the occurrence of a Liquidation Event, the funds thus distributed among
the holders of the preferred stock shall be insufficient to permit the payment to the holders of the preferred stock the full Series
Stock Liquidation Preference for all series, then the entire assets and funds of the Company legally available for distribution shall
be distributed ratably among the holders of the preferred stock in proportion to the aggregate Series Liquidation Preferences that would
otherwise be payable to each of the holders of preferred stock. Such payment shall constitute payment in full to the holders of the preferred
stock upon the Liquidation Event. After such payment shall have been made in full, or funds necessary for such payment shall have been
set aside by the Company in trust for the account of the holders of preferred stock, so as to be immediately available for such payment,
such holders of preferred stock shall be entitled to no further participation in the distribution of the assets of the Company. The sale
of all or substantially all of the assets of the Company, or merger, tender offer or other business combination to which the Company
is a party in which the voting stockholders of the Company prior to such transaction do not own a majority of the voting securities of
the resulting entity or by which any person or group acquires beneficial ownership of
Other Matters: The holders of the Company’s preferred stock have no subscription or redemption privileges and are not subject to redemption. The Company’s Series Preferred Stock does not entitle its holders to preemptive rights. All of the outstanding shares of the Company’s preferred stock are fully paid and non-assessable.
Series A Preferred Shares
No Series A Preferred Stocks were issued during the three months ended March 31, 2024 and 2023.
Upon the IPO Closing, all outstanding shares
of Series A Preferred Stocks were automatically converted into
As of March 31, 2024 and December 31, 2023, there were no shares of Series A Preferred Stocks issued and outstanding, respectively.
Series B Preferred Stocks
No Series B Preferred Stocks were issued during the three months ended March 31, 2024 and 2023.
Upon the IPO Closing, all outstanding shares
of Series B Preferred Stock were automatically converted into
As of March 31, 2024 and December 31, 2023, there were no shares of Series B Preferred Stocks issued and outstanding, respectively.
Series B-1 Preferred Shares
No Series B-1 Preferred Stocks issued during the three months ended March 31, 2024 and 2023.
Upon the IPO Closing, all outstanding shares
of Series B-1 Preferred Stocks were automatically converted into
As of March 31, 2024 and December 31, 2023, no shares of Series B-1 Preferred Stocks issued and outstanding, respectively.
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Series C Preferred Shares
No Series C Preferred Stocks were issued during the three months ended March 31, 2024 and 2023.
Upon the IPO Closing, all outstanding shares
of Series C Preferred Stocks were automatically converted into
As of March 31, 2024 and December 31, 2023, there were no shares of Series C Preferred Stocks issued and outstanding, respectively.
Series C-1 Preferred Shares
No Series C-1 Preferred Stocks were issued during the three months ended March 31, 2024 and 2023.
The Company accounts for warrants issued in accordance with the guidance on “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity” in Topic 480. These warrants did not meet the criteria to be classified as a liability award and therefore were treated as an equity award and classified the Series C-1 Preferred Stocks within mezzanine equity in the consolidated balance sheet.
Upon the IPO Closing, all outstanding shares of Series C-1 Preferred
Stocks were automatically converted into
As of March 31, 2024 and December 31, 2023, there were no shares of Series C-1 Preferred Stocks issued and outstanding, respectively.
Series X Super Voting Preferred Shares
No Series X Preferred Stocks were issued during the three months ended March 31, 2024 and 2023.
In August 2021, the Company created a new series
of preferred stock titled “Series X Super Voting Preferred Stock”, at par value, consisting of
As of March 31, 2024 and December 31, 2023, there
were
41
NOTE－ 16 TREASURY STOCK
On January 25, 2023, the Board of Directors
(“Board”) authorized a $
| Three months ended March 31, | ||||||||
| 2024 | 2023 | |||||||
| Aggregate common stock repurchased | ||||||||
| Weighted average price paid per share | $ | $ | ||||||
| Total amount paid | $ | $ | ||||||
As of March 31, 2024 and December 31, 2023, we
had up to $
NOTE－ 17 INCOME TAXES
| Three Months ended March 31, | ||||||||
| 2024 | 2023 | |||||||
| Tax jurisdiction from: | ||||||||
| - Local | $ | $ | ||||||
| - Foreign | ||||||||
| Loss before income taxes | $ | $ | ||||||
| Three months ended March 31, | ||||||||
| 2024 | 2023 | |||||||
| Current: | ||||||||
| - United States | $ | $ | ||||||
| - Singapore | ||||||||
| - Vietnam | ||||||||
| - India | ||||||||
| - Philippine | ||||||||
| - Thailand | ||||||||
| - Malaysia | ||||||||
| Deferred: | ||||||||
| - United States | ||||||||
| - Singapore | ||||||||
| - Vietnam | ||||||||
| - India | ||||||||
| - Philippine | ||||||||
| - Thailand | ||||||||
| - Malaysia | ||||||||
| Income tax expense | $ | $ | ||||||
42
The effective tax rate in the years presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rate. The Company operates in various countries that are subject to taxes in the jurisdictions in which they operate, as follows:
United States
The Company is registered in the Nevada and is subject to the tax laws of United States.++
As of March 31, 2024, the operation in the United
States incurred $
Singapore
The Company’s subsidiary is registered in the Republic of Singapore and is subject to the tax laws of Singapore.
As of March 31, 2024, the operation in the Singapore
incurred $
Vietnam
The Company’s subsidiary operating in Vietnam
is subject to the Vietnam Income Tax at a standard income tax rate of
As of March 31, 2024, the operation in the Vietnam
incurred $
India
The Company’s subsidiary operating in India
is subject to the India Income Tax at a standard income tax rate of
As of March 31, 2024, the operation in the India
incurred $
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Indonesia
The Company’s subsidiary is registered in Indonesia and is subject to the tax laws of Indonesia.
As of March 31, 2024, the Company’s subsidiary
operations in Indonesia incurred $
Philippines
The Company’s subsidiary is registered in the Philippines and is subject to the tax laws of the Philippines.
As of March 31, 2024, the Company’s subsidiary
operations in Philippines incurred $
Thailand
The Company’s subsidiary is registered in Thailand and is subject to the tax laws of Thailand.
As of March 31, 2024, the Company’s subsidiary
operations in Thailand incurred $
Malaysia
The Company’s subsidiary is registered in Malaysia and is subject to the tax laws of Malaysia.
As of March 31, 2024, the operation in the Malaysia
incurred $
44
Deferred tax assets and liabilities are recognized for future tax consequences between the carrying amounts of assets and liabilities and their respective tax basis using enacted tax rates in effect for the tax year in which the differences are expected to reverse. Significant deferred tax assets and liabilities of the Company as of March 31, 2024 and December 31, 2023 consist of the following:
| March 31, 2024 | December 31, 2023 | |||||||
| Deferred tax assets: | ||||||||
| Software intangibles (U.S) | $ | $ | ||||||
| Deferred Stock Compensation (U.S.) | ||||||||
| Net operating loss carryforwards | ||||||||
| - United States | ||||||||
| - Singapore | ||||||||
| - Vietnam | ||||||||
| - India | ||||||||
| - Philippines | ||||||||
| - Indonesia | ||||||||
| - Thailand | ||||||||
| - Malaysia | ||||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Deferred tax assets, net | $ | $ | ||||||
The Internal Revenue Code includes a provision,
referred to as Global Intangible Low-Taxed Income (“GILTI”), which provides for a
The Company is subject to taxation in the U.S. and various foreign jurisdictions. U.S. federal income tax returns for 2018 and after remaining open to examination. We and our subsidiaries are also subject to income tax in multiple foreign jurisdictions. Generally, foreign income tax returns after 2017 remain open to examination. No income tax returns are currently under examination. As of March 31, 2024 and December 31, 2023, the Company does not have any unrecognized tax benefits, and continues to monitor its current and prior tax positions for any changes. The Company recognizes penalties and interest related to unrecognized tax benefits as income tax expense. For the three months ended March 31, 2024 and 2023, there were penalties or interest recorded in income tax expense.
NOTE－ 17 PENSION COSTS
The Company is required to make contribution
to their employees under a government-mandated defined contribution pension scheme for its eligible full-times employees in all countries
operating in the Company. The Company is required to contribute a specified percentage of the participants’ relevant income based
on their ages and wages level. During the three months ended March 31, 2024 and 2023, $
45
NOTE－ 18 RELATED PARTY TRANSACTIONS
From time to time, a shareholder and director of the Company advanced funds to the Company for working capital purposes. Those advances are unsecured, non-interest bearing and due on demand.
The Company paid to the director and key management
personnel, the total salaries of $
The Company issued
The Company accrued
The Company’s subsidiary paid their officer, total
professional fee of $
The Company paid and accrued to its shareholders,
total professional fee of $
Apart from the transactions and balances detailed elsewhere in these accompanying consolidated unaudited condensed financial statements, the Company has no other significant or material related party transactions during the periods presented.
NOTE－19 CONCENTRATIONS OF RISK
The Company is exposed to the following concentrations of risk:
(a) Major customers
| Three months ended March 31, 2024 | March 31, 2024 | |||||||||||
Customer | Revenues | Percentage of revenues | Accounts receivable | |||||||||
| Customer A | $ | % | $ | |||||||||
| Customer B | $ | % | $ | |||||||||
| Three months ended March 31, 2023 | March 31, 2023 | |||||||||||
Customer | Revenues | Percentage of revenues | Accounts receivable | |||||||||
| Customer A | $ | % | $ | |||||||||
(b) Major vendors
| Three months ended March 31, 2024 |
March 31, 2024 | |||||||||||
Vendor |
Purchases | Percentage of purchases |
Accounts payable |
|||||||||
| Vendor A | $ | % | $ | |||||||||
For the three months ended March 31, 2023, there is no vendor accounts for 10% or more of the Company’s cost of revenue as at period-end dates.
46
(c) Credit risk
Financial instruments that are potentially subject to credit risk consist principally of trade receivables. The Company believes the concentration of credit risk in its trade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors affecting the credit risk of specific customers, historical trends and other information.
(d) Exchange rate risk
The reporting currency of the Company is US$, to date the majority of the revenues and costs are denominated in VND, SGD, PHP, INR, IDR, MYR and THB and a significant portion of the assets and liabilities are denominated in VND, SGD, INR, IDR, MYR and THB. As a result, the Company is exposed to foreign exchange risk as its revenues and results of operations may be affected by fluctuations in the exchange rate between US$ and VND, SGD, PHP, INR, IDR, MYR and THB. If VND, SGD, PHP, INR, IDR, MYR and THB depreciate against US$, the value of VND, SGD, PHP, INR IDR, MYR and THB revenues and assets as expressed in US$ financial statements will decline. The Company does not hold any derivative or other financial instruments that expose to substantial market risk.
(e) Economic and political risks
The Company’s operations are conducted in the Republic of Vietnam. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in the Vietnam, and by the general state of the Vietnam economy.
The Company’s operations in the Vietnam and India are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in Vietnam and India, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation.
NOTE－20 COMMITMENTS AND CONTINGENCIES
As of March 31, 2024, the Company had no material commitments or contingencies.
Litigation
The Company is currently litigating three cases pending in the Supreme Court for the State of New York, New York County.
Two cases are employment actions filed by former employees who seek compensation alleged to be due pursuant to agreements with the Company. Both of the employees are represented by the same counsel and filed their cases in the Supreme Court of the State of New York, County of New York, in December 2019.
47
In one of those actions,
brought by Rahul Narain, a former employee claims entitlement to compensation and a bonus totaling $
In the other employment
action, brought by Thomas O’Connor, a former employee, and CVO Advisors Pte. Ltd., involves claims of entitlement to salary payments
and expense reimbursement in the amount of $
48
The third case was brought by the Company against former employees Mr. Narain and Mr. O’Connor, in addition to two companies they started, operating under the name Growth Hero. The Company commenced this action on May 18, 2023. The Company alleges, inter alia, that Narain, O’Connor, and Growth Hero misappropriated the Company’s intellectual property and alleges other related torts pertaining to the business conducted by Growth Hero. The Company brought claims sounding in breach of contract, breach of the implied covenant of good faith and fair dealing, misappropriation of trade secrets, unfair competition, breach of fiduciary duties, violation of the Stored Communication Act, and for a permanent injunction. The Company seeks damages in an amount to be determined at trial. The Company has filed a motion to extend the time to service of process on Mr. O’Connor and the corporate entities and for leave to serve them via email, and has also initiated a Hague Convention application for international service upon them. The motion was granted to the extent that the Company’s time to serve Mr. O’Connor has been extended, without prejudice to renew. Rahul Narain has been served with process and has made a motion to dismiss the claims against him. The Company has submitted an opposition to this motion. The motion was granted due to the Court’s opinion that the claims set forth against Mr. Narain in this case were the same as the counterclaims asserted against Mr. Narain in his lawsuit against the Company.
The Company disputes each claim in the above referenced matters and intends to defend the pending actions noted above. The ultimate outcome of any damages that may become payable if its defence is unsuccessful in whole or in part is not probable nor estimable at this time. While the Company feels confident in its defence of these pending matters, there can be no assurance that it will prevail and that any damages that may be awarded will not be material to the results of operations or financial condition of the Company.
The Company does not believe any of the foregoing actions will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results.
NOTE－21 SUBSEQUENT EVENTS
In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before unaudited condensed financial statements are issued, the Company has evaluated all events or transactions that occurred after March 31, 2024, up through May 15, 2024, the Company issued the unaudited condensed consolidated financial statements.
The Company filed a Certificate of Change of
the Company with the Secretary of State of the State of Nevada (the “Certificate of Amendment”) to effect a 1-for-15 reverse
stock split (the “reverse stock split”) of the shares of the Company’s common stock, par value $
Total treasury stock of
On May 9, 2024 and effective as of such date, the Company filed a
Certificate of Amendment to Designation (the “Designation Amendment”) with the Nevada Secretary of State to amend
the Certificate of Designation of Series X Super Voting Preferred Stock (the “Certificate of
Designation”) to increase the number of authorized shares of Series X Super Voting Preferred Stock from
49
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Form 10-Q contains forward-looking statements rather than historical facts that involve risks and uncertainties. You can identify these statements by the use of forward- looking words such as “may,” “will,” “expect,” “anticipate,” “estimate,” “continue” or other similar words. Such forward-looking statements discuss our current expectations of future results of operations or financial condition. However, there may be events in the future that we are unable to accurately predict or control and there may be risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements, which could have a material adverse effect on our business, operating results and financial condition. The forward-looking statements included herein are only made as of the date of the filing of this Form 10-Q, and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.
BASIS OF PRESENTATION
The following discussion should be read in conjunction with the financial information included elsewhere in this Quarterly Report on Form 10-Q (this “Report”), including our unaudited condensed consolidated financial statements and the related notes and with our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on April 15, 2024, and other reports that we file with the SEC from time to time.
References in this Quarterly Report on Form 10-Q to “us”, “we”, “our” and similar terms refer to Society Pass Incorporated.
Overview
We are, through the acquisition and operation of e-commerce platforms and mobile applications through our direct and indirect wholly or majority-owned subsidiaries, building the next generation digital ecosystem and loyalty platform in Southeast Asia (“SEA”) primarily Singapore, Thailand, Indonesia, Vietnam and the Philippines.
The companies by the Company form the Society Pass Group (the “Group”). The Group currently markets to both consumers and merchants in SEA while maintaining an administrative headquarters in Singapore and a software development center in the Philippines. We continue to expand our e-commerce ecosystem throughout the rest of SEA by making selective acquisitions of leading e-commerce companies and applications with particular focuses on Vietnam, Thailand, Indonesia and the Philippines of SEA. Material acquisitions include:
| ● | In February 2021, we acquired an online lifestyle platform of Leflair branded assets (the “Leflair Assets”). | |
| ● | In February 2022, the Company completed the acquisition of 100% of the equity interest of New Retail Experience Incorporated and Dream Space Trading Company Limited through its subsidiary – Push Delivery Pte Limited, which two companies mainly provide an on-line grocery and food delivery platform in the Philippines and Vietnam respectively. | |
| ● | In May 2022, the Company completed another acquisition of 100% of the equity interests of Gorilla Networks Pte Ltd, Gorilla Mobile Pte Ltd, Gorilla Connects Pte Ltd and Gorilla Networks (VN) Co Ltd (collectively, “Gorilla Networks”), a food delivery service. | |
| ● | In July 2022, the Company and its wholly owned subsidiary Thoughtful Media Group Incorporated collectively acquired 100% of the equity interests of Thoughtful Media Group Incorporated and AdActive Media, Inc. (collectively “Thoughtful Media”), whose business provides services to advertisers that helps to make internet advertising more effective. | |
| ● | In July 2022, the Company acquired 100% of the equity interests of Mangan PH Food Delivery
Service Corp. (“Mangan), a Philippines restaurant and grocery delivery business. | |
| ● | In August 2022, the Company and its 95%-owned subsidiary SOPA Technology, Pte, Ltd., collectively acquired 75% of the outstanding capital stock of Nusatrip International Pte Ltd. (“Nusatrip”) and also purchased all of the outstanding capital stock of PT Tunas Sukses Mandiri (“Tunas”), a company existing under the law of the Republic of Indonesia, and both engaged in online ticketing and reservation services. |
| ● | In April 2023, through our wholly owned subsidiary Thoughtful Media Group Inc and Adactive Media CA Inc acquired 100% of outstanding capital stock of PT Thoughtful Media Group Indonesia (Formerly known as PT Wahana Cerita Indonesia), an Indonesia-based company operating digital marketing and event organizing. |
| ● | In April 2023, through our 99% owned subsidiary Nusatrip International Pte. Ltd. acquired 100% of the outstanding capital stock of Mekong Leisure Travel Company Limited (changed business nature from Join Stock Company), a Vietnam-based travel agency. | |
| ● | In July 2023, through our 99% owned subsidiary Mekong Leisure Travel Company Limited acquired 100% of the outstanding capital stock of Vietnam International Travel and Service Joint Stock Company, a Vietnam-based travel agency. |
50
We operate certain verticals in SEA: loyalty, lifestyle, telecommunications, digital marketing, and travel as we try to create the next generation digital ecosystem and loyalty platform. We scaled back our operations in the food and beverage delivery market in 2024.
Loyalty
The Company spent over two years building a cutting edge, proprietary IT architecture to effectively scale and support our ecosystem’s companies, consumers and merchants. Using our loyalty platform, consumers may earn, and merchants may issue, Society Points. The Company will aggregate the data across various touch points and build a realistic view or consumer behavior and use this behavior to increase sales across our ecosystem by: cross-pollinating acquired companies with other existing verticals, customer re-targeting, offline and online behavior prediction and cross promotions and loyalty points. The Company ecosystem becomes a key enabler for our users by converting this aggregation of data into creation of loyalty for our ecosystem companies to generate revenue.
Lifestyle
The Company has an online lifestyle platform to enable the consumers to purchase high-end brands of all categories under its own brand name of “Leflair”. Under the deployment of the Company’s smart search engine, consumers search or review their favorite brands among hundreds of choices in Apparel, Bags & Shoes, Accessories, Health & Beauty, Home & Lifestyle, International, Women, Men and Kids & Babies categories. The platform also allows consumers to order from hundreds of vendor choices with personalized promotions based on purchase history and location. The platform has also partnered up with a Vietnam-based delivery company, Amilo, to offer seamless delivery of product from merchant to consumer’s home or office at the touch of a button. Consumers can place orders for delivery or collect at the Company’s logistics center.
Telecommunications
The Company also has online telecommunication reseller platform operating under brand name of “Gorilla” to enable the consumers to subscribe local mobile data and overseas internet data in different subscription package. Established in Singapore in 2019, Gorilla utilizes Web3 technology to operate a MVNO for its users in Southeast Asia. With network coverage to over 160 countries, Gorilla offers a full suite of mobile communication services such as local calls, international roaming, data, and SMS texting. More importantly, Gorilla enables its customers to convert unused mobile data into digital assets or Gorilla GO Tokens through its innovative proprietary blockchain-based SwitchBack feature. Gorilla GO Tokens in turn can be redeemed for eVouchers, to offset future bills, or be redeemed for other value-added services. During the financial period ended March 31, 2024, local mobile data service was ceased operation due to business restructuring to refocus in overseas internet data.
Digital Marketing
The acquisition of a digital media platform, TMG, amplifies the reach and engagement of the Company’s e-commerce ecosystem and retail partners. Originally founded in 2010, TMG today creates and distributes digital advertising campaigns across its multi-channel network in both SEA and the US. With its intimate knowledge of local markets, digital marketing technology tools and social commerce business focus, advertisers leverage TMG’s wide influencer network throughout SEA to market and sell advertising inventory exclusively with specific placement and effect.
As a result, Thoughtful Media’s content creator partners earn a larger share of advertising revenues from international consumer brands. Thoughtful Media’s data-rich multi-channel network has uploaded over 675,000 videos with over 80 billion video views. The current network of 263 YouTube channels has onboarded over 85 million subscribers with an average monthly viewership of over 600 million views.
51
Travel
The Company purchased Nusatrip Group, a leading Jakarta-based Online Travel Agency (“OTA”) in Indonesia and across SEA. The Nusatrip acquisition extended SoPa’s business reach into SEA regional travel industry and marked the Company’s first foray into Indonesia. Established in 2013 as the first Indonesian OTA accredited by the International Air Transport Association, Nusatrip pioneered offering a comprehensive range of airlines and hotels to Indonesian corporate and retail customers. With its first mover advantage, Nusatrip has onboarded over 1.2 million registered users, over 500 airlines and over 200,000 hotels around the world as well as connected with over 80 million unique visitors. During the year, NusaTrip Group also acquired two Vietnam based companies having branding name of “VLeisure” and “VIT” selling air ticket, hotel reservation and providing hotel management software to local market.
Our loyalty-focused and data-driven e-commerce marketing platform interfaces connect consumers with merchants in the lifestyle sectors, assisting local brick-and-mortar businesses to access new customers and markets to thrive in an increasingly convenience-driven economy. Our Platform integrates with both global and country-specific search engines and applications and accepts international address and phone number data, providing a consumer experience that respects local languages, address formats and customs. Our Strategic Partners (as defined below) work with us to penetrate local markets, while our Platform allows effortless integration with existing technological applications and websites.
On June 30, 2023, NextGen Retail Inc., a Nevada corporation (the “Buyer”), a wholly-owned subsidiary of the Company, entered into a Securities Purchase Agreement with Story-I Ltd., an Australian corporation (“Story-I Australia”), Story-I Pte Ltd., a Singapore corporation (“Story-I Singapore”), a wholly-owned subsidiary of Story-I Australia, and Michael Chan, to purchase 95% of the outstanding shares (the “Majority Shares”) of PT Inetindo Infocom (the “Company”), an Indonesian company and retail reseller of Apple computers and other electronics in Indonesia. The consideration for the Majority Shares to be paid to Story-I Australia and Story-I Singapore by the Buyer is AUS$2,787,173, approximately US$ 1.85 million based on current exchange rates. The Company formally terminated the agreement on April 12, 2024.
Global Events
The Russian-Ukraine war, Iran-Pakistan tension and the supply chain disruption have not affected any specific segment of our business.
Software and Development
Our ability to compete depends in large part on our continuous commitment to research and development, our ability to rapidly introduce new features and functionality and our ability to improve proven applications for established markets in which we have competitive advantages. We intend to work closely with our customers to continuously enhance the performance, functionality, usability, reliability and flexibility of our applications.
Our software and development team is responsible for the design enhancements, development, testing and certification of the Application. In addition, we may, in the future, utilize third parties for our automated testing, managed upgrades, software development and other technology services.
Intellectual Property Portfolio
We strive to protect and enhance the proprietary technology and inventions that are commercially important to our business, including seeking, maintaining and defending patent rights. Our policy is to seek to protect our proprietary position through a combination of intellectual property rights, including trademarks, copyrights, trade secret laws and internal procedures. Our commercial success will depend in part on our ability to protect our intellectual property and proprietary technologies.
Corporate Information
Our principal executive offices are located at 701 S. Carson Street, Suite 200, Carson City, NV 89701.
Our corporate website address is www.thesocietypass.com. The website for our loyalty marketplace is www.sopa.asia. The information included on our websites are not part of this prospectus.
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Financial Condition
Results of Operations
The following table sets forth certain operational data for the three months ended March 31, 2024 and 2023:
| Three months ended March 31, | ||||||||
| 2024 | 2023 | |||||||
| Revenue, net | $ | 1,847,079 | $ | 1,966,103 | ||||
| Cost of revenue | (1,354,430 | ) | (1,279,866 | ) | ||||
| Gross income (loss) | 492,649 | 686,237 | ||||||
| Less operating expenses: | ||||||||
| Sales and marketing expenses | (127,135 | ) | (130,664 | ) | ||||
| Software development costs | (13,504 | ) | (13,919 | ) | ||||
| General and administrative expenses | (3,243,671 | ) | (5,991,886 | ) | ||||
| Total operating expenses | (3,384,310 | ) | (6,136,469 | ) | ||||
| Loss from operations | (2,891,661 | ) | (5,450,232 | ) | ||||
| Other income (expense): | ||||||||
| Interest income | 5,086 | 39,986 | ||||||
| Interest expense | (173 | ) | (352 | ) | ||||
| Impairment loss | (75 | ) | — | |||||
| Gain on early lease termination | — | 1,064 | ||||||
| JV income | — | 3,148 | ||||||
| Other income | 57,170 | 16,787 | ||||||
| Total other expense | 53,547 | 60,633 | ||||||
| Loss before income taxes | (2,838,114 | ) | (5,389,599 | ) | ||||
| Income taxes | (1,110 | ) | (614 | ) | ||||
| NET LOSS | $ | (2,839,224 | ) | $ | (5,390,213 | ) | ||
Revenue. We generated revenues of $1,847,079 and $1,966,103 during the three months ended March 31, 2024 and 2023, respectively. The decrease in revenue for the three months periods was mainly due to the decrease in the sales from our e-commerce online platform due to the pressure from higher competition and travel vertical due to interruption of platform system upgrading.
During the three months ended March 31, 2024 and 2023, the following customer exceeded 10% of the Company’s revenues and its outstanding receivable balances at year-end dates, are presented as follows:
| Three months ended March 31, 2024 | March 31, 2024 | |||||||||||
| Customer | Revenues | Percentage of revenues | Accounts receivable | |||||||||
| Customer A | $ | 906,128 | 49.06 | % | $ | 365,846 | ||||||
| Customer B | $ | 278,744 | 15.09 | % | $ | 30,068 | ||||||
| Three months ended March 31, 2023 | March 31, 2023 | |||||||||||
| Customer | Revenues | Percentage of revenues | Accounts receivable | |||||||||
| Customer A | $ | 952,665 | 48.45 | % | $ | 321,094 | ||||||
The customers are in United States and Vietnam.
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Cost of Revenue. Cost of revenue was $1,354,430 and $1,279,866 for three months ended March 31, 2024, and 2023, respectively. Our cost of revenue remained consistent due to offsetting of cost increased in line with revenue from digital marketing.
Major vendors
For the three months ended March 31, 2024 and 2023, the vendor accounted for 10% or more of the Company’s cost of revenue and its outstanding payables balances as at period-end date, are presented as follows:
| Three months ended March 31, 2024 | March 31, 2024 | |||||||||||
| Vendor | Purchases | Percentage of purchases | Accounts payable | |||||||||
| Vendor A | $ | 228,114 | 16.84 | % | $ | 118,679 | ||||||
| Three months ended March 31, 2023 | March 31, 2023 | |||||||||||
| Vendor | Purchases | Percentage of purchases | Accounts payable | |||||||||
| Vendor A | $ | - | - | % | $ | - | ||||||
Gross Income. We recorded a gross income of $492,649 and $686,237 for the three months ended March 31, 2024 and 2023, respectively. The decrease in gross profit is due to higher cost of revenue of digital marketing revenue. Gross income margin is 27% and 34% for the three months ended March 31, 2024 and 2023, respectively. Drop in gross margin for the three months period ended March 31, 2024 is due to lower profit margin arising from digital marketing business.
Sales and Marketing Expenses (“S&M”). We incurred S&M expenses of $127,135 and $130,664 for the three months ended March 31, 2024 and 2023, respectively. The S&M expense remained consistently low primarily attributable to the planned cost reductions.
Software Development Cost (“SDC”). We incurred SDC expenses of $13,504 and $13,919 for three months ended March 31, 2024 and 2023 respectively. The SDC remained consistent is primarily attributable to the maintaining of our technology development team.
General and Administrative Expenses (“G&A”). We incurred G&A expenses of $3,243,671 and $5,991,886 for the three months ended March 31, 2024 and 2023 respectively. The G&A is primarily consisting of the professional costs associated with ongoing expenses for its listing on the Nasdaq Stock Exchange and stock based compensation for services, staff costs and D&O insurance cost. This is significantly decrease due to no professional cost incurred for new business acquisition searching and acquisition related cost, as well as resulted from general cost restructuring and controlling.
Income Tax Expense. Our income tax expenses for the three months ended March 31, 2024 and 2023 was $1,110 and $614, respectively.
Net Loss. As a result of the items noted above, for the three months ended March 31, 2024, we incurred a net loss of $2,839,224 as compared to the same period ended March 31, 2023 of $5,390,213. The improvement in net loss is primarily attributable to decreased in G&A. The net loss for the three months ended March 31, 2024 includes non-cash items including non-cash stock-based compensation for professional services of $330,000 and depreciation and amortization of $165,115.
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Liquidity and Capital Resources
As of March 31, 2024, we had cash and cash equivalents and restricted cash of $1,619,232, accounts receivable of $1,338,080, deposits, prepayments and other receivables of $1,884,386, inventories of $379,736 and contract assets of $120,459.
For the three months ended March 31, 2024, the Company's stockholders' equity was $3,246,282 which decreased as a result of an increase in accumulated deficit partially offset by additional paid-in-capital. For the three months ended March 31, 2024, the Company incurred net loss of $2,839,224 and net cash used in operating activities of $2,361,485. Net cash used in financing activities was $10,279, resulting from share buyback exercise.
While the Company believes that it will be able to continue to grow the Company’s revenue base and control expenditures, there is no assurance it will be able to do so. The Company continually monitors its capital structure and operating plans and evaluates various potential funding alternatives that may be needed in order to finance the Company’s business development activities, general and administrative expenses and growth strategy. We expect to continue to rely on cash generated through financing from public offerings or private offerings by our parent company or one or more of our subsidiaries, to finance our operations and future acquisitions. The Company believes that it has sufficient liquidity to continue its current business plans and operations for at least one year.
| Three Months Ended March 31, | ||||||||
| 2024 | 2023 | |||||||
| Net cash used in operating activities | $ | (2,361,485 | ) | $ | (4,015,201 | ) | ||
| Net cash used in investing activities | — | (190,061 | ) | |||||
| Net cash used in financing activities | (10.279 | ) | (541,988 | |||||
| Effect on exchange rate change | 321,014 | (428,145 | ) | |||||
| Net change in cash and cash equivalents | (2,050,750 | ) | (5,175,395 | |||||
| Cash and cash equivalent and restricted cash at beginning of period | 3,723,982 | 19,003,336 | ||||||
| Cash and cash equivalent and restrickted cash at end of period | 1,673,232 | 13,827,941 | ||||||
Net Cash Used in Operating Activities.
For the three months ended March 31, 2024, net cash used in operating activities was $2,361,485, which consisted primarily of a net loss of $2,839,224 and a decrease in accrued liabilities and other payables of $1,129,221, partially offset by non-cash stock-based compensation for services of $330,000, a decrease in deposits, prepayments and other receivables of $323,388 and depreciation and amortization of $165,115.
For the three months ended March 31, 2023, net cash used in operating activities was $4,015,201, which consisted primarily of a net loss of $5,390,213 and a decrease in accrued liabilities and other payables of $2,376,133, partially offset by non-cash stock-based compensation for services of $1,886,793, a decrease in deposits, prepayments and other receivables of $768,803 and depreciation and amortization of $863,917.
We expect to continue to rely on cash generated through financing from public offerings or private offerings of our or one or more of our subsidiaries’ securities, to finance our operations and future acquisitions.
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Net Cash Used In Investing Activities.
For the three months ended March 31, 2024, there was no cash flow from investing activities.
For the three months ended March 31, 2023, there was a net cash outflow of $190,061 for purchase of property, plant, and equipment.
Net Cash Provided by Financing Activities.
For the three months ended March 31, 2024, net cash used in financing activities was $10,279 for repurchase of common stock of $487,240, partially offset by resales of treasury stock of $476,961.
For the three months ended March 31, 2023, net cash used in financing activities was $541,988 for repurchase of common stock.
Critical Accounting Policies and Estimate
| ● | Basis of presentation |
The Company has prepared the accompanying unaudited condensed financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These financial statements are unaudited and, in our opinion, include all adjustments consisting of normal recurring adjustments and accruals necessary for a fair presentation of our condensed balance sheets, statements of operations and other comprehensive loss, statements of stockholders’ deficit and cash flows for the periods presented. Operating results for the periods presented are not necessarily indicative of the results that may be expected for any subsequent quarter or for the full year ending December 31, 2024 due to various factors. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been omitted in accordance with the rules and regulations of the SEC. These condensed consolidated financial statements should be read in conjunction with the 2023 audited financial statements and accompanying notes filed with the SEC.
| ● | Emerging Growth Company |
We are an “emerging growth company” under the JOBS Act. For as long as we are an “emerging growth company,” we are not required to: (i) comply with any new or revised financial accounting standards that have different effective dates for public and private companies until those standards would otherwise apply to private companies, (ii) provide an auditor’s attestation report on management’s assessment of the effectiveness of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (iii) comply with any new requirements adopted by the Public Company Accounting Oversight Board (“PCAOB”) or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer or (iv) comply with any new audit rules adopted by the PCAOB after April 5, 2012, unless the SEC determines otherwise. However, we have elected to “opt out” of the extended transition period discussed in (i) and will therefore comply with new or revised accounting standards on the applicable dates on which the adoption of such standards are required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of such extended transition period for compliance with new or revised accounting standards is irrevocable.
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| ● | Use of estimates and assumptions |
In preparing these consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the years reported. Actual results may differ from these estimates. If actual results significantly differ from the Company’s estimates, the Company’s financial condition and results of operations could be materially impacted. Significant estimates in the period include the allowance for doubtful accounts on accounts receivable, the incremental borrowing rate used to calculate right of use assets and lease liabilities, valuation and useful lives of intangible assets, impairment of long-lived assets, valuation of common stock and stock warrants, stock option valuations, imputed interest on amounts due to related parties, inventory valuation, revenue recognition, the allocation of purchase consideration in business combinations, and deferred tax assets and the related valuation allowance.
| ● | Basis of consolidation |
The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company balances and transactions have been eliminated upon consolidation.
| ● | Business combination |
The Company follows Accounting Standards Codification (“ASC”) ASC Topic 805, Business Combinations (“ASC 805”) and ASC Topic 810, Consolidation (“ASC 810”). ASC Topic 805 requires most identifiable assets, liabilities, non-controlling interests, and goodwill acquired in a business combination to be recorded at “fair value.” The statement applies to all business combinations. Under ASC 805, all business combinations are accounted for by applying the acquisition method. Accounting for the resulting goodwill requires significant management estimates and judgment. Management performs periodic reviews of the carrying value of goodwill to determine whether events and circumstances indicate that an impairment in value may have occurred. A variety of factors could cause the carrying value of goodwill to become impaired. A write-down of the carrying value of goodwill could result in a non-cash charge, which could have an adverse effect on the Company’s results of operations.
| ● | Non-controlling interest |
The Company accounts for non-controlling interests in accordance with ASC Topic 810, which requires the Company to present non-controlling interests as a separate component of total shareholders’ equity on the consolidated balance sheets and the consolidated net loss attributable to its non-controlling interest be clearly identified and presented on the face of the consolidated statements of operations and comprehensive loss.
| ● | Segment reporting |
ASC Topic 280, Segment Reporting (“Topic 280”) establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in consolidated financial statements. The Company currently operates in six reportable operating segments: (i) Online Grocery and Food and Groceries Deliveries, (ii) Digital marketing, (iii) Online ticketing and reservation, (iv) Telecommunications Reseller, (v) e-Commerce, and (vi) Merchant Point of Sale (“merchant POS”).
| ● | Cash and cash equivalents |
Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. As of March 31, 2024 and December 31, 2023, the cash and cash equivalents excluded restricted cash amounted to $1,619,232 and $3,628,670, respectively.
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The Company currently has bank deposits with financial institutions in the U.S. which exceed FDIC insurance limits. FDIC insurance provides protection for bank deposits up to $250,000, so there were uninsured balance of $0 and $83,152 as of March 31, 2024 and December 31, 2023, respectively. In addition, the Company has uninsured bank deposits of $1,490,347 and $3,262,161 with a financial institution outside the U.S as of March 31, 2024 and December 31, 2023, respectively. All uninsured bank deposits are held at high quality credit institutions.
| ● | Restricted cash |
Restricted cash refers to cash that is held by the Company for specific reasons and is, therefore, not available for immediate ordinary business use. The restricted cash represented fixed deposit maintained in bank accounts that are pledged. As of March 31, 2024 and December 31, 2023, the restricted cash amounted to $54,000 and $95,312, respectively.
| ● | Accounts receivable |
Accounts receivables are recorded at the amounts that are invoiced to customers, do not bear interest, and are due within contractual payment terms, generally 30 to 90-days from completion of service or the delivery of a product. Credit is extended based on an evaluation of a customer’s financial condition, the customer’s creditworthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. Quarterly, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company records bad debt expense and records an allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For receivables that are past due or not being paid according to payment terms, appropriate actions are taken to pursue all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance for doubtful accounts after all means of collection have been exhausted and the potential for recovery is considered remote. Currently, the Company does not have any off-balance-sheet credit exposure related to its customers, and as of both March 31, 2024 and December 31, 2023, there was no need for allowance for doubtful accounts.
| ● | Inventories |
Inventories are stated at the lower of cost or net realizable value, cost being determined on a first-in-first-out method. Costs include hardware equipment and peripheral costs which are purchased from the Company’s suppliers as merchandized goods. The Company provides inventory allowances based on excess and obsolete inventories determined principally by customer demand. No allowance for obsolete inventories was recorded by the Company during the three months ended March 31, 2024 and 2023. The inventories amounted to $379,736 and $431,483 at March 31, 2024 and December 31, 2023, respectively.
| ● | Prepaid expenses |
Prepaid expenses represent payments made in advance for products or services to be received in the future and are amortized to expense on a ratable basis over the future period to be benefitted by that expense. The benefits associated with the products or services are considered current assets if they are expected to be used during the next twelve months and are considered non-current assets if they are expected to be used over a period greater than one year.
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| ● | Property, plant and equipment |
Plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:
| Expected useful lives | ||
| Computer equipment | 3 years | |
| Office equipment | 5 years | |
| Renovation | 5 years |
Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.
| ● | Impairment of long-lived assets |
In accordance with the provisions of ASC Topic 360, “Impairment or Disposal of Long-Lived Assets”, all long-lived assets such as plant and equipment and intangible assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. There has been no impairment charge for the three months period ended March 31, 2024 and 2023 presented.
| ● | Revenue recognition |
The Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). Under ASU 2014-09, the Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:
| ● | Identify the contract with a customer; | |
| ● | Identify the performance obligations in the contract; | |
| ● | Determine the transaction price; | |
| ● | Allocate the transaction price to performance obligations in the contract; and | |
| ● | Recognize revenue as the performance obligation is satisfied. |
The Company generates its revenues from a diversified a mix of e-commerce activities that correspond to our six business segments (business to consumer or “B2C”), grocery and food delivery (B2C), telecommunication reseller (B2C), online ticketing and reservations (B2C) and the services providing to merchants for their business growth (business to business or “B2B”), digital marketing (B2B) and online ticketing and reservations (B2B).
The Company’s performance obligations include providing connectivity between merchants and consumers, generally through an online ordering platform. The platform allows merchants to create an account, display a menu and track their sale reports on the merchant facing application. The platform also allows the consumers to create an account and order from merchants on the consumer facing application. The platform allows a delivery company to accept an online delivery request and deliver or ship an order from a merchant to customer.
Lifestyle
The Company has developed an online lifestyle platform (the “Lifestyle Platform”) under its own brand name of “Leflair” to enable consumers to purchase high-end brands in many categories. Using the Company’s smart search engine, consumers search or review their favorite brands among hundreds of choices in various categories, including Apparel, Bags & Shoes, Accessories, Health & Beauty, Home & Lifestyle, International, Women, Men and Kids & Babies categories. The Lifestyle Platform also allows customers to order from hundreds of vendor choices with personalized promotions based on their individual purchase history and location. The platform has also partnered with a Vietnam-based delivery company, Amilo, to offer seamless delivery of product from merchant to consumer’s home or office at the touch of a button. Consumers can place orders for delivery or can collect their purchases at the Company’s logistics center.
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Grocery and Food Delivery
Other online platforms include online platforms in Vietnam, under the brand name of “Handycart”, and Philippines, under the brand names of “Pushkart” and “Mangan”, to enable the consumers to purchase meals from restaurants and food from local grocery and food merchants and deliver to them in their area. This business segment has been progressively ceasing yet the Company has maintained ongoing involvement in specific operational activities during the three months period ended March 31, 2024.
Telecommunications
The Company operates a Singapore-based online telecommunication reseller platform under brand name of “Gorilla” to enable the consumers to subscribe local mobile data and overseas internet data in different subscription package. Established in Singapore in 2019, Gorilla utilizes blockchain and Web3 technology to operate a MVNO for its users in South East Asia (SEA). With network coverage to over 150 countries, Gorilla offers a full suite of mobile communication services such as local calls, international roaming, data, and SMS texting. More importantly, Gorilla enables its customers to convert unused mobile data into digital assets or Gorilla GO Tokens through its innovative proprietary blockchain-based SwitchBack feature. Gorilla GO Tokens in turn can be redeemed for eVouchers, to offset future bills, or be redeemed for other value-added services. Please visit https://gorilla.global/ for more information. During the financial period ended March 31, 2024, local mobile data service was ceased operation due to business restructuring to refocus in overseas internet data.
Digital Marketing
The acquisition of a digital media platform, TMG, amplifies the reach and engagement of the Company’s e-commerce ecosystem and retail partners. Originally founded in 2010, TMG today creates and distributes digital advertising campaigns across its multi-channel network in both SEA and the US. With its intimate knowledge of local markets, digital marketing technology tools and social commerce business focus, advertisers leverage TMG’s wide influencer network throughout SEA to market and sell advertising inventory exclusively with specific placement and effect.
As a result, Thoughtful Media’s content creator partners earn a larger share of advertising revenues from international consumer brands. Thoughtful Media’s data-rich multi-channel network has uploaded over 675,000 videos with over 80 billion video views. The current network of 263 YouTube channels has onboarded over 85 million subscribers with an average monthly viewership of over 600 million views.
Travel
The Company purchased the NusaTrip Group, a leading Jakarta-based Online Travel Agency (“OTA”) in Indonesia and across SEA. The NusaTrip acquisition extended the Company’s business reach into SEA regional travel industry and marked the Company’s first foray into Indonesia. Established in 2013 as the first Indonesian OTA accredited by the International Air Transport Association, NusaTrip pioneered offering a comprehensive range of airlines and hotels to Indonesian corporate and retail customers. With its first mover advantage, NusaTrip has onboarded over 1.2 million registered users, over 500 airlines and over 200,000 hotels around the world as well as connected with over 80 million unique visitors. During the year, NusaTrip Group also acquired two Vietnam based companies having branding name of “VLeisure” and “VIT” selling air ticket, hotel reservation and providing hotel management software to local market.
The Company’s e-Commerce business is primarily conducted using Leflair’s Lifestyle Platform, as follows:
| 1) | When a customer places an order on either the Leflair website or app, a sales orders report will be generated in the system. The Company will either fulfill this order from its inventory or purchase the item from the manufacturer or distributor. Once the Company has the item in its distribution center, it will contract with a logistics partner delivered to the end customer. The sale is recognized when the delivery is completed by the logistics partner to the end customer. Sale of products are offered with a limited right of return ranging from 3 to 30 days, from the date of purchase and not subject to any product warranty. The Company is considered the principal in this e-commerce transaction and reports revenue on a gross basis as the Company establishes the price of the product, has responsibility for fulfillment of the order and retains the risk of collection. |
During the three months ended March 31, 2024 and 2023, the Company generated revenue of $20,728 and $223,517, respectively, in the Lifestyle sector.
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The Company’s Merchant POS offers both software and hardware products and services to vendors, as follows:-
Software sales consist of:
| 1) | Subscription fees consist of the fees that the Company charge merchants to obtain access to the Merchant Marketing Program. |
| 2) | The Company provides optional add-on software services which includes Analytics and Chat box capabilities at a fixed fee per month. |
| 3) | The Company collects commissions when they sell third party hardware and equipment (cashier stations, waiter tablets and printers) to merchants. |
During the three months ended March 31, 2024 and 2023, the Company generated revenue of $0 and $195, respectively, from software fees.
Hardware sales — the Company generally is involved with the sale of on-premise appliances and end-point devices. The single performance obligation is to transfer the hardware product (which is to be installed with its licensed software integral to the functionality of the hardware product). The entire transaction price is allocated to the hardware product and is generally recognized as revenue at the time of delivery because the customer obtains control of the product at that point in time. It is concluded that control generally transfers at that point in time because the customer has title to the hardware, physical possession, and a present obligation to pay for the hardware. Payments for hardware contracts are generally due 30 to 90 days after shipment of the hardware product.
The Company records revenues from the sales of third-party products on a “gross” basis pursuant to ASC Topic 606 when the Company controls the specified good before it is transferred to the end customer and have the risks and rewards as principal in the transaction, such as responsibility for fulfillment, retaining the risk for collection, and establishing the price of the products. If these indicators have not been met, or if indicators of net revenue reporting specified in ASC Topic 606 are present in the arrangement, revenue is recognized net of related direct costs since in these instances we act as an agent.
Software subscription fee — The Company’s performance obligation includes providing customer access to our software, generally through a monthly subscription, where the Company typically satisfies its performance obligations prior to the submission of invoices to the customer for such services. The Company’s software sale arrangements grant customers the right to access and use the software products which are to be installed with the relevant hardware for connectivity at the outset of an arrangement, and the customer is entitled to both technical support and software upgrades and enhancements during the term of the agreement. The term of the subscription period is generally 12 months, with automatic one-year renewal. The subscription license service is billed monthly, quarterly or annually. Sales are generally recorded in the month the service is provided. For clients who are billed on an annual basis, deferred revenue is recorded and amortized over the life of the contract. Payments are generally due 30 to 90 days after delivery of the software licenses.
The Company records its revenues, net of value added taxes (“VAT”), which is levied at the rate of 10% on the invoiced value of sales.
Grocery and food delivery consists of online grocery under brand name “Pushkart” and food delivery service under brand name “Handycart” as follows:
Customers place order for groceries and take-out food through our online platforms of “Pushkart”, “Mangan” and “Handcart” respectively. When the grocery or food merchant receives and order, our platform will assign a third-party delivery service to pick up and deliver the grocery and/or food order to the customer. Revenue is recognized when the grocery and/or food is delivered, at which time the customer pays for the grocery and /or food order with cash, at Net of merchant cost.
During the three months ended March 31, 2024 and 2023, the Company generated revenue of $0 and $34,085, respectively, from this stream.
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As a telecommunication reseller we provide local mobile data and overseas internet data plans under the brand name of “Gorilla,” which is a group of company we acquired in May 2022. Our telecommunication revenues are recorded for ASC Topic 606 purposes as follows:
Local mobile plan - customers choose and subscribe to a monthly local mobile plan through our “Gorilla” online platform. The Company will proceed to register the sim card (effectively, the mobile telephone number activation card) and arrange delivery of that Sim card to the customer. Following Sim card activation, the system will capture the monthly data usage of each customer, calculated in accordance with the package data capacity and monthly subscription rate, which amounts are aggregated and recorded as revenue. Unused data will be converted to Rewards Points and carried forward to next month for potential subsequent data usage. As a result of the rewards points, the company also recognize revenue from Rewards Point redemption for subscription fees offset, voucher redemption, extra data purchases, that the customer chooses to use via our online platform.
Overseas internet data plan – a customer will place order for their desired overseas internet data plan through either the “Gorilla” online platform or third-party partner platforms. Subscription revenue is recognized when the Sim card is delivered and activated.
During the three months ended March 31, 2024 and 2023, the Company generated revenue of 4,566 and $14,302, respectively, from telecommunications.
Digital marketing revenues are recognized when the Company has negotiated the terms of the transaction, which includes determining either the overall price, or price for each performance obligation in the form of a service or a product, the service or product has been delivered to the customer, no obligation is outstanding regarding that service or product, and the Company is reasonably assured that funds have been or will be collected from the customer.
A summary of each of the Company’s revenue streams under ASC 606 is as follows:
Marketing services from customers
Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer.
The Company derives its revenue from the provision of digital marketing services to customers. The Company offers customers with a comprehensive suite of digital marketing services to enhance their social media presence and reach their target audiences, particularly Gen Z and Millennials, to achieve marketing goals. The customers can leverage the Company’s experience in building content and fanbases with creators, their creators’ creativity, engagement, and trust among creators’ loyal fanbases to increase their brand awareness and sell products. The Company offers customized digital marketing solution, including (i) advising on content strategy and budget and recommending specific creators; (ii) communicating with and managing selected creators; (iii) producing and engaging relevant content with creators to promote key messages for customers; (iv) uploading branded content on creators’ social media channels; (v) amplifying the reach of creators’ and customers’ content through precise media planning and buying via boosting marketing services on social media platforms, such as Google; and (vi) providing optimization services through data analysis and reporting.
The Company’s customers’ payment terms generally range from 30-60 days of fulfilling its performance obligations and recognizing revenue.
Campaign-based marketing services revenue is recognized as a distinct single performance obligation when the Company transfers services to customers, which occurs over time. The performance obligation may be a promise to place branded content on certain social media platforms and is satisfied upon delivery of such related services to customers. The duration of the service period is short, usually over 1-3 months. Such revenue is recognized at over time, for the amount the Company is entitled to receive, as and when the marketing services are provided and completed.
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Marketing services from social media platforms (“platform revenue”)
The Company also derives its advertising revenue generated from its channel pages and posts on social media platforms, such as YouTube by monetizing its contents. The payments are usually received within 30 days upon completion of performance obligation for platform revenue services.
The Company recognizes revenue as performance obligations are satisfied as the creation of contents are published on the social media platforms, which occurs at a point in time. The advertisements are delivered primarily based on impressions of contents on social media platforms, hence the Company provided the advertising services by an on-going basis during the publication period and the outcome of the services can be received and consumed by the social media platform simultaneously.
The Company records its revenues, net of value added taxes (“VAT”), which is levied at the rate of 10% on the invoiced value of sales.
During the three months ended March 31, 2024 and 2023, the Company generated revenue of $1,552,420 and $1,283,774, respectively, from this stream.
Online ticketing and reservation provide information, prices, availability, booking services for domestic and international air ticket, hotels, car, train, and hotel technology as follows:
The Company’s revenues are substantially reported on a net basis as the travel supplier is primarily responsible for providing the underlying travel services and the Company does not control the service provided by the travel supplier to the traveler. Revenue from air ticketing services, air ticket commission, hotel reservation and ancillary services including insurance commissions and refund margin are substantially recognized at a point of time when the performance obligations that are satisfied. These revenues cover B2B and B2C sales channel segments.
The Company has a software subscription revenue generated from hotel in Vietnam, and online advertising revenue, reported in gross basis, providing a hotel booking management platform for hotel management purposes, and brand advertisement purpose. these revenues are recognized ratably over the time or upon relevant performance obligations being fulfilled.
Ticketing services
The Company receives spread margin from B2B and B2C customers and commissions from travel suppliers for ticketing reservations through the Company’s transaction and service platform under various services agreements. Spread margin and commissions from ticketing reservations rendered are recognized when tickets are issued as this is when the Company’s performance obligation is satisfied. The Company is not entitled to a spread margin and commission fee for the tickets canceled by the end users. Losses incurred from cancelations are immaterial due to a historical low cancelation rate and minimal administrative costs incurred in processing cancelations. The Company presents revenues from such transactions on a net basis in the statements of income as the Company, generally, does not control the service provided by the travel supplier to the traveler and does not assume inventory risk for canceled ticketing reservations. 100% of the Company’s ticketing services revenues were recognized on a net basis, as an agent, during the three months ended March 31, 2024 and 2023.
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Hotel reservation services
The Company receives spread margin from B2B and B2C customers and commissions from travel suppliers for hotel room reservations through the Company’s transaction and service platform. Commissions from hotel reservation services rendered are recognized when the reservation becomes non-cancelable (when the cancelation period provided by the reservation expires) which is the point at which the Company has fulfilled its performance obligation (successfully booking a reservation, which includes certain post-booking services during the cancelation period). Contracts with certain travel suppliers contain incentive commissions typically subject to achieving specific performance targets. The incentive commissions are considered as variable consideration and are estimated and recognized to the extent that the Company is entitled to such incentive commissions. The Company generally receives incentive commissions from monthly arrangements with hotels based on the number of hotel room reservations where end users have completed their stay. The Company presents revenues from such transactions on a net basis in the statements of income and comprehensive income as the Company, generally, does not control the service provided by the travel supplier to the traveler and does not assume inventory risk for canceled hotel reservations.
Hotel technology platform software services
The Company receives subscription fee from travel suppliers for hotel room reservation and marketing system through the Company’s reservation and marketing platform.
Subscription fee from hotel technology platform software services rendered are recognized ratably over the fixed term of the agreement as services are provided throughout the contract period, where the performance obligations being fulfilled through the usage of our hotel technology platform software services.
The Company presents revenues from such transactions on a gross basis in the statements of income and comprehensive income as the Company, generally, control the service provided by the travel supplier to the traveler.
Ancillary services
Ancillary revenues comprise primarily of the insurance commission and refund margin.
Insurance commission revenue received from B2B and B2C customers for selling of travel insurance through the Company’s transaction and service platform. Commission from travel insurance is recognized when the order is confirmed and paid which is the point at which the Company fulfilled its performance obligation. Refund margin revenue received from B2B and B2C customers for the spread arise from reservations cancellation fee between customers and travel suppliers. This is recognized upon the confirmation of refund amount by both customers and travel suppliers which is the point at which the Company fulfilled its performance obligation.
The Company presents revenues from ancillary service transactions on a net basis in the statements of income and comprehensive income as the Company, generally, does not control the service provided by the insurance supplier and travel supplier to the traveler.
During the three months ended March 31, 2024 and 2023, the Company generated revenue of $264,574 and $410,230, respectively, from this stream.
Principal vs Agent Considerations
In accordance with ASC Topic 606, Revenue Recognition: Principal Agent Considerations, the Company evaluates the terms in the agreements with its customers and vendors to determine whether or not the Company acts as the principal or as an agent in the arrangement with each party respectively. The determination of whether to record the revenue on a gross or net basis depends upon whether the Company has control over the goods prior to transferring it. This evaluation determined that the Company is not in control of establishing the transaction price, not managing all aspects of the terms, even though taking the risk of campaign results and default payment.
Contract assets
In accordance with ASC Topic 606, a contract asset arises when the Company transfers a good or performs a service in advance of receiving consideration from the customer as agreed upon. A contract asset becomes a receivable once the Company’s right to receive consideration becomes unconditional.
There were contract assets balance was $120,459 and $247,368 on March 31, 2024 and December 31, 2023, respectively.
Contract liabilities
In accordance with ASC Topic 606, a contract liability represents the Company’s obligation to transfer goods or services to a customer when the customer prepays for a good or service or when the customer’s consideration is due for goods and services that the Company will yet provide whichever happens earlier.
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Contract liabilities represent amounts collected from, or invoiced to, customers in excess of revenues recognized, primarily from the billing of annual subscription agreements. The value of contract liabilities will increase or decrease based on the timing of invoices and recognition of revenue. The Company’s contract liabilities balance was $1,270,220 and $1,265,753 on March 31, 2024 and December 31, 2023, respectively.
| ● | Software development costs |
In accordance with the relevant FASB accounting guidance regarding the development of software to be sold, leased, or marketed, the Company expenses such costs as they are incurred until technological feasibility has been established, at and after which time these costs are capitalized until the product is available for general release to customers. Once the technological feasibility is established per ASC Topic 985, Software, the Company capitalizes costs associated with the acquisition or development of major software for internal and external use in the balance sheet. These capitalized software costs are ratably amortized over the period of the software’s estimated useful life. Costs incurred to enhance the Company’s software products, after general market release of the services using the products, is expensed in the period they are incurred. The Company only capitalizes subsequent additions, modifications or upgrades to internally developed software to the extent that such changes allow the software to perform a task it previously did not perform. The Company also expenses website costs as incurred.
Research and development expenditures arising from the development of the Company’s own software are charged to operations as incurred. For the three months ended March 31, 2024, and 2023, software development costs were $13,504 and $13,919, respectively. Based on the software development process, technological feasibility is established upon completion of a working model, which also requires certification and extensive testing. Costs incurred by the Company between completion of the working model and the point at which the product is ready for general release have, to date, been immaterial and have been expensed as incurred.
| ● | Cost of sales |
Cost of revenue under online ordering consist of the cost of merchandizes ordered by the consumers and the related shipping and handling costs, which are directly attributable to the sales of online ordering.
Cost of revenue related to software sales and licensing consist of the cost of software and payroll costs, which are directly attributable to the sales and licensing of software. Cost of revenue related to hardware sales consist of the cost of hardware and payroll costs, which are directly attributable to the sales of hardware.
Cost of revenue related to grocery and food delivery consist of the cost of the outsourced delivery and the outsource payment gateway, which are directly attributable to the sales of grocery and food delivery.
Cost of revenue related to our telecommunication data reseller segment consist of the cost of the primary telecommunication service, which are directly attributable to the sales of telecommunication data.
Cost of revenue under digital marketing consist of the cost of primary digital marketing service, which are directly attributable to the sales of digital marketing.
| ● | Shipping and handling costs |
No shipping and handling costs are associated with the distribution of the products to the customers since those costs are borne by the Company’s suppliers or distributors for our merchant POS business.
The shipping and handling costs for all segments other than our e-commerce segment are recorded net in sales. For shipping costs related to our e-commerce business, those shipping costs are recorded in cost of revenue.
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| ● | Sales and marketing |
Sales and marketing expenses include payroll, employee benefits and other headcount-related expenses associated with sales and marketing personnel, and the costs of advertising, promotions, seminars, and other programs. Advertising costs are expensed as incurred. Advertising expense was $127,135 and $130,664 for the three months ended March 31, 2024 and 2023, respectively.
| ● | Product warranties |
The Company’s provision for estimated future warranty costs is based upon the historical relationship of warranty claims to sales. Based upon historical sales trends and warranties provided by the Company’s suppliers, the Company has concluded that no warranty liability is required as of March 31, 2024 and December 31, 2023. To date, product allowance and returns have been minimal and, based on its experience, the Company believes that returns of its products will continue to be minimal, although it looks at this issue every quarter to continue to support its assertion.
| ● | Income tax |
The Company adopted the ASC 740 Income Tax provisions, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the condensed consolidated financial statements. Under paragraph ASC Topic 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the condensed consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. ASC Topic 740 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of ASC Topic 740, nor did it record any uncertain tax positions for the three months ended March 31, 2024 and 2023.
The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. On a quarterly basis, the Company reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances to reduce those amounts to the amounts management believes will be realized in future income tax returns.
In addition to U.S. income taxes, the Company and its wholly-owned foreign subsidiary, is subject to income taxes in the jurisdictions in which it operates. Significant judgment is required in determining the provision for income tax, there may be transactions and calculations for which the ultimate tax determination is uncertain. The company recognizes liabilities for anticipated tax audit issues based on the Company’s current understanding of the tax law. Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made.
| ● | Foreign currencies translation and transactions |
The reporting currency of the Company is the United States Dollar (“US$”) and the accompanying consolidated unaudited condensed financial statements have been expressed in US$s. In addition, the Company’s subsidiary is operating in the Republic of Vietnam, Singapore, India and Philippines and maintains its books and record in its local currency, Vietnam Dong (“VND”), Singapore Dollar (“SGD”), Indian Rupee (“INR”), Philippines Pesos (“PHP”), Malaysian Ringgit (“MYR), Thailand Baht (“THB”) and Indonesian Rupiah (“IDR”), respectively, which are the functional currencies in which the subsidiary’s operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$s, in accordance with ASC Topic 830, “Translation of Financial Statement” (“ASC 830”) using the applicable exchange rates on the balance sheet date. Shareholders’ equity is translated using historical rates. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from the translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income (loss) within the unaudited condensed statements of changes in shareholder’s equity.
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Schedule of Foreign currencies translation and transactions
Translation of amounts from SGD into US$ has been made at the following exchange rates for the three months ended March 31, 2024 and 2023:
| March 31, 2024 | March 31, 2023 | |||||||
| Period-end SGD:US$ exchange rate | $ | 0.7401 | $ | 0.7521 | ||||
| Period average SGD$:US$ exchange rate | $ | 0.7460 | $ | 0.7500 | ||||
Translation of amounts from VND into US$ has been made at the following exchange rates for the three months ended March 31, 2024 and 2023:
| March 31, 2024 | March 31, 2023 | |||||||
| Period-end VND:US$ exchange rate | $ | 0.000040 | $ | 0.000043 | ||||
| Period average VND:US$ exchange rate | $ | 0.000041 | $ | 0.000042 | ||||
Translation of amounts from INR into US$ has been made at the following exchange rates for the three months ended March 31, 2024 and 2023:
| March 31, 2024 | March 31, 2023 | |||||||
| Period-end INR:US$ exchange rate | $ | 0.01200 | $ | 0.01217 | ||||
| Period average INR:US$ exchange rate | $ | 0.01204 | $ | 0.01216 | ||||
Translation of amounts from PHP into US$ has been made at the following exchange rates for the three months ended March 31, 2024 and 2023:
| March 31, 2024 | March 31, 2023 | |||||||
| Period-end PHP:US$ exchange rate | $ | 0.01779 | $ | 0.01841 | ||||
| Period average PHP:US$ exchange rate | $ | 0.01785 | $ | 0.01823 | ||||
Translation of amounts from THB into US$ has been made at the following exchange rates for the three months ended March 31, 2024 and 2023:
| March 31, 2024 | March 31, 2023 | |||||||
| Period-end THB:US$ exchange rate | $ | 0.02749 | $ | 0.02925 | ||||
| Period average THB:US$ exchange rate | $ | 0.02803 | $ | 0.02944 | ||||
Translation of amounts from MYR into US$ has been made at the following exchange rates for the three months ended March 31, 2024 and 2023:
| March 31, 2024 | March 31, 2023 | |||||||
| Period-end MYR:US$ exchange rate | $ | 0.21155 | $ | 0.22646 | ||||
| Period average MYR:US$ exchange rate | $ | 0.21169 | $ | 0.22777 | ||||
Translation of amounts from IDR into US$ has been made at the following exchange rates for the three months ended March 31, 2024 and 2023:
| March 31, 2024 | March 31, 2023 | |||||||
| Period-end IDR:US$ exchange rate | $ | 0.000063 | $ | 0.000067 | ||||
| Period average IDR:US$ exchange rate | $ | 0.000064 | $ | 0.000066 | ||||
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Translation gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are translated, as the case may be, at the rate on the date of the transaction and included in the results of operations as incurred.
| ● | Comprehensive income |
ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying consolidated statements of changes in shareholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.
| ● | Earnings per share |
Basic per share amounts are calculated using the weighted average shares outstanding during the year, excluding unvested restricted stock units. The Company uses the treasury stock method to determine the dilutive effect of stock options and other dilutive instruments. Under the treasury stock method, only “in the money” dilutive instruments impact the diluted calculations in computing diluted earnings per share. Diluted calculations reflect the weighted average incremental common shares that would be issued upon exercise of dilutive options assuming the proceeds would be used to repurchase shares at average market prices for the years.
For the three months ended March 31, 2024 and 2023, diluted weighted-average common shares outstanding is equal to basic weighted-average common shares, due to the Company’s net loss position. Hence, no common stock equivalents were included in the computation of diluted net loss per share since such inclusion would have been antidilutive.
Schedule of computation of diluted net loss per share:
| Three months ended March 31, | ||||||||
| 2024 | 2023 | |||||||
| Net loss attributable to Society Pass Incorporated | $ | (2,839,925 | ) | $ | (5,294,927 | ) | ||
| Weighted average common shares outstanding – Basic and diluted | 2,341,300 | 1,805,523 | ||||||
| Net loss per share – Basic and diluted | $ | (1.21 | ) | $ | (3.00 | ) | ||
The following potentially dilutive securities outstanding have been excluded from the computation of diluted weighted-average shares outstanding, because such securities had an antidilutive impact:
Schedule of Common stock issued:
| Three months ended March 31, | ||||||||
| 2024 | 2023 | |||||||
| Options to purchase common stock (a) | 129,685 | 129,685 | ||||||
| Warrants granted to underwriter | 253,549 | 253,549 | ||||||
| Warrants granted with Series C-1 Convertible Preferred Stock (b) | 71,200 | 71,200 | ||||||
| Total of common stock equivalents | 454,434 | 454,434 | ||||||
| (a) | The Board of Directors have approved a 10-year stock option at an exercise price of $6.49 per share that will be exercisable at any time. |
| (b) | The expiry date of warrants granted with Series C-1 was extended to June 30, 2022. |
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| ● | Leases |
The Company adopted Topic 842, Leases (“ASC 842”) to determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in the consolidated balance sheets.
ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company generally use the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
In accordance with the guidance in ASC 842, components of a lease should be split into three categories: lease components (e.g. land, building, etc.), non-lease components (e.g. common area maintenance, consumables, etc.), and non-components (e.g. property taxes, insurance, etc.). Subsequently, the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components.
When a lease is terminated before the expiration of the lease term, irrespective of whether the lease is classified as a finance lease or an operating lease, the lessee would derecognize the ROU asset and corresponding lease liability. Any difference would be recognized as a gain or loss related to the termination of the lease. Similarly, if a lessee is required to make any payments or receives any consideration when terminating the lease, it would include such amounts in the determination of the gain or loss upon termination.
As of March 31, 2024 and December 31, 2023, the Company recorded the right of use asset of $1,095,077 and $1,407,956, respectively.
| ● | Retirement plan costs |
Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying consolidated statements of operation as the related employee service is provided.
| ● | Share-based compensation |
The Company follows ASC Topic 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all share-based payment awards (employee and non-employee), at grant-date fair value of the equity instruments that an entity is obligated to issue. Restricted stock units are valued using the market price of the Company’s common shares on the date of grant. The Company uses a Black-Scholes option pricing model to estimate the fair value of employee stock options at the date of grant. As of March 31, 2024, those shares issued and stock options granted for service compensation, vest 180 days after the grant date, and therefore these amounts are thus recognized as expense during the three months ended March 31, 2024 and 2023. Stock-based compensation is recorded in general and administrative expenses within the Consolidated Statements of Operations and Other Comprehensive Loss, with corresponding credits to common stock and accumulated paid-in capital.
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| ● | Warrants |
In connection with certain financing, consulting and collaboration arrangements, the Company has issued warrants to purchase shares of its preferred and common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using a Black-Scholes Option Pricing Model as of the measurement date. The Company uses a Black-Scholes option pricing model to estimate the grant date fair value of the warrants. Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital (the accounting treatment for common stock issuance costs). All other warrants are recorded at the grant date fair value as an expense over the requisite service period, or at the date of issuance if the warrants vest immediately, with corresponding credits to additional paid-in capital.
| ● | Related parties |
The Company follows ASC 850-10, Related Party Disclosures (“ASC 850”) for the identification of related parties and the disclosure of related party transactions.
Pursuant to ASC 850, the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under ASC 825, Financial Instruments, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required by ASC 850. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
| ● | Commitments and contingencies |
The Company follows the ASC 450, Commitments, to account for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, which assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
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Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available, that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows if the current level of facts and circumstances changes in the future.
| ● | Fair value of financial instruments |
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:
| Level 1 | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. | |
| Level 2 | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. | |
| Level 3 | Pricing inputs that are generally observable inputs and not corroborated by market data. |
Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.
The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.
The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, accounts receivable, deposits, prepayments and other receivables, contract liabilities, accrued liabilities and other payables, amounts due to related parties and operating lease liabilities, approximate their fair values because of the short maturity of these instruments.
| ● | Recent Accounting Pronouncements |
From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date.
All other recently issued, but not yet effective, 2024 Accounting Standards Updates are not expected to have an effect on the Company.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not required under Regulation S-K for “smaller reporting companies.”
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the rules and forms promulgated by the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Because of the inherent limitations to the effectiveness of any system of disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that all control issues and instances of fraud, if any, with a company have been prevented or detected on a timely basis. Even disclosure controls and procedures determined to be effective can only provide reasonable assurance that their objectives are achieved.
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) pursuant to Rule 13a-15 of the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are not effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the period ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
In the ordinary course of business, from time to time, we have been and may be named as a defendant in various legal proceedings arising in connection with our business activities. We may also be involved, from time to time, in reviews, investigations and proceedings (both formal and informal) by governmental agencies regarding our business (collectively, “regulatory matters”). We contest liability and/or the amount of damages as appropriate in each such pending matter. We do not anticipate that the ultimate liability, if any, arising out of any such pending matter will have a material effect on our financial condition, results of operations or cash flows.
Our material legal proceedings are described in Part I, Item 1 of this Form 10-Q in the Notes to Condensed Consolidated Financial Statements in Note 20, “Commitments and Contingencies”.
Item 1A. Risk Factors.
Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in “Part I, Item 1A. Risk Factors” in the Company’s Form 10-K filed with the Securities and Exchange Commission on April 15, 2024. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in the Form 10-K. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.”
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5.
On May 9, 2024 and effective as of such date, the Company filed a Certificate of Amendment to Designation (the “Designation Amendment”) with the Nevada Secretary of State to amend the Certificate of Designation of Series X Super Voting Preferred Stock (the “Certificate of Designation”) to increase the number of authorized shares of Series X Super Voting Preferred Stock from 3,500 to 10,000.
73
Item 6. Exhibits.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 3.18** | Certificate of Amendment to Series X Super Voting Preferred Certificate of Designation. | |
| 31.1** | Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) | |
| 31.2** | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) | |
| 32.1++ | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (furnished herewith) | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| ** | Filed herewith |
| ++ | Furnished herewith |
74
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| SOCIETY PASS INCORPORATED | |
| Date: May 15, 2024 | /s/ Raynauld Liang |
| Raynauld Liang | |
| Chief Executive Officer | |
| (Principal Executive Officer) | |
| Date: May 15, 2024 | /s/ Yee Siong Tan |
| Yee Siong Tan | |
| Chief Financial Officer | |
| (Principal Financial Officer) |
75
Exhibit 3.18
Certificate of Amendment to Certificate of Designation
For Nevada Profit Corporations
(Pursuant to NRS 78.1955 - After Issuance of Class or Series)
1. Name of corporation:
Society Pass Incorporated
2. Stockholder approval pursuant to statute has been obtained.
3. The class or series of stock being amended:
Series X Supervoting Preferred Stock, $0.0001 par value per share.
4. By a resolution adopted by the board of directors, the certificate of designation is being amended as follows or the new class or series is:
NOW, THEREFORE BE IT RESOLVED, that the Board of Directors hereby approves, votes for, consents to and adopts the Amendment to the Certificate of Designation to the Corporation’s Articles of Incorporation of the Corporation in the form attached as Exhibit A hereto (the “Amendment to Certificate of Designation”) increasing the number of authorized shares of the Series X Super Voting Preferred Stock to 10,000 and hereby directs, authorizes and empowers management of the Corporation to execute, deliver and have the Amendment to Certificate of Designation filed with the Secretary of State of the State of Nevada forthwith and to pay any fees related to such filing; [See Exhibit A on following page.]
5. Effective date of filing: (optional)
6. Signature: (required)
/s/ Raynauld Liang, Chief Executive Officer
EXHIBIT A
SOCIETY PASS INCORPORATED
AMENDMENT TO
CERTIFICATE OF DESIGNATION OF
SERIES X SUPER VOTING PREFERRED STOCK
SETTING FORTH THE POWERS,
PREFERENCES, RIGHTS, QUALIFICATIONS, LIMITATIONS AND
RESTRICTIONS OF SUCH SERIES OF PREFERRED STOCK
Pursuant to Section 78.1955 of the Nevada Revised Statutes, Society Pass Incorporated, a Nevada corporation (the “Corporation”), DOES HEREBY CERTIFY:
FIRST: The Articles of Incorporation of the Corporation as filed with the Secretary of State of Nevada on June 22, 2018 (the “Articles”) confers upon the Board of Directors of the Corporation (the “Board of Directors”) the authority to provide for the issuance of shares of preferred stock in series and to establish the number of shares to be included in each such series and to fix or alter the designations, powers and preferences, and relative, participating, optional or other rights, if any, and qualifications, limitations or restrictions thereof.
SECOND: On August 23, 2021, the Board of Directors duly adopted a resolution creating a series of preferred stock having the designation as the Series X Super Voting Preferred Stock and the number of shares and the powers, preferences and rights of the shares of such series, and the qualifications, limitations and restrictions thereof. That resolution was embodied in the Certificate of Designation of Series X Super Voting Preferred Stock, Setting Forth The Powers, Preferences, Rights, Qualifications, Limitations And Restrictions Of Such Series Of Preferred Stock of said corporation as filed with the Secretary of State of the State of Nevada on August 31, 2021 (Entity Number: E0305332018-1; Filing No. 20211716911) (the “Series X Super Voting Preferred Stock Certificate of Designation”) which was subsequently amended to increase the number of designated shares of Series X Super Voting Preferred Stock to 3,500.
THIRD: That the Board of Directors of Society Pass Incorporated, by unanimous written consent, duly adopted resolutions to amend Section 1 of the Series X Super Voting Preferred Stock Certificate of Designation to read in its entirety as follows:
“Section 1. Designation and Number. Of such 5,000,000 shares of capital stock, $0.0001 par value per share, authorized, 10,000 shares are designated as “Series X Super Voting Preferred Stock” (the “Series X Super Voting Preferred Stock”).
FOURTH: That the Amendment was duly adopted in accordance with the provisions of NRS 78-1955.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designation to be duly executed on its behalf by its undersigned Chief Executive Officer as of May 9, 2024.
| By: | /s/ Raynauld Liang | |
| Name: | Raynauld Liang | |
| Title: | Chief Executive Officer |
Exhibit 31.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES OXLEY ACT OF 2002
AND RULE 13A-14 OF THE EXCHANGE ACT OF 1934
I, Raynauld Liang certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q for the period ended March 31, 2024, of Society Pass Incorporated; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: May 15, 2024 | By: | /s/ Raynauld Liang |
| Raynauld Liang | ||
| Chief Executive Officer |
Exhibit 31.2
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES OXLEY ACT OF 2002
AND RULE 13A-14 OF THE EXCHANGE ACT OF 1934
I, Yee Siong Tan, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q for the period ended March 31, 2024, of Society Pass Incorporated; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: May 15, 2024 | By: | /s/ Yee Siong Tan |
| Yee Siong Tan | ||
| Chief Financial Officer |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Society Pass Incorporated (the “Company”) for the period ended March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:
| (1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
| Date: May 15, 2024 | By: | /s/ Raynauld Liang |
| Raynauld Liang | ||
| Chief Executive Officer | ||
| By: | /s/ Yee Siong Tan | |
|
Yee Siong Tan Chief Financial Officer |
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares |
Mar. 31, 2024 |
Dec. 31, 2023 |
|---|---|---|
| Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
| Common stock, shares authorized | 6,333,333 | 6,333,333 |
| Common stock, shares, issued | 2,517,528 | 2,217,491 |
| Common stock, shares, outstanding | 2,517,528 | 2,217,491 |
| Treasury stock, common, shares | 64,439 | 74,107 |
| Convertible Preferred Stock [Member] | ||
| Convertible preferred shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
| Convertible preferred shares, shares authorized | 5,000,000 | 5,000,000 |
| Convertible preferred shares, shares undesignated | 4,916,500 | 4,916,500 |
| Series A Shares | ||
| Convertible preferred shares, shares authorized | 10,000 | 10,000 |
| Convertible preferred shares, shares issued | 0 | 0 |
| Convertible preferred shares, shares outstanding | 0 | 0 |
| Series B Shares | ||
| Convertible preferred shares, shares authorized | 10,000 | 10,000 |
| Convertible preferred shares, shares issued | 0 | 0 |
| Convertible preferred shares, shares outstanding | 0 | 0 |
| Series B-1 Shares | ||
| Convertible preferred shares, shares authorized | 15,000 | 15,000 |
| Convertible preferred shares, shares issued | 0 | 0 |
| Convertible preferred shares, shares outstanding | 0 | 0 |
| Series C Shares | ||
| Convertible preferred shares, shares authorized | 15,000 | 15,000 |
| Convertible preferred shares, shares issued | 0 | 0 |
| Convertible preferred shares, shares outstanding | 0 | 0 |
| Series C-1 Shares | ||
| Convertible preferred shares, shares authorized | 30,000 | 30,000 |
| Convertible preferred shares, shares issued | 0 | 0 |
| Convertible preferred shares, shares outstanding | 0 | 0 |
| Series X Super Voting Preferred Stock | ||
| Convertible preferred shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
| Convertible preferred shares, shares authorized | 3,500 | 3,500 |
| Convertible preferred shares, shares issued | 3,500 | 3,500 |
| Convertible preferred shares, shares outstanding | 3,500 | 3,500 |
Condensed Consolidated Statements of Operations And Other Comprehensive Loss - USD ($) |
3 Months Ended | |
|---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
|
| Revenue, net | ||
| Total revenue | $ 1,847,079 | $ 1,966,103 |
| Cost of sales: | ||
| Total cost of revenue | (1,354,430) | (1,279,866) |
| Gross income | 492,649 | 686,237 |
| Operating expenses: | ||
| Sales and marketing expenses | (127,135) | (130,664) |
| Software development costs | (13,504) | (13,919) |
| General and administrative expenses | (3,243,671) | (5,991,886) |
| Total operating expenses | (3,384,310) | (6,136,469) |
| Loss from operations | (2,891,661) | (5,450,232) |
| Other income (expense): | ||
| Dividend income | 3,148 | |
| Gain on early lease termination | 1,064 | |
| Impairment loss | (75) | |
| Interest income | 5,086 | 39,986 |
| Interest expense | (173) | (352) |
| Written-off fixed assets | (8,461) | |
| Other income (expense) | 57,170 | 16,787 |
| Total other income (expense) | 53,547 | 60,633 |
| Loss before income taxes | (2,838,114) | (5,389,599) |
| Income taxes | (1,110) | (614) |
| NET LOSS | (2,839,224) | (5,390,213) |
| NET INCOME (LOSS) ATTRIBUTABLE TO NON-CONTROLLING INTEREST | 701 | (95,286) |
| NET LOSS ATTRIBUTABLE TO SOCIETY PASS INCORPORATED | (2,839,925) | (5,294,927) |
| Other comprehensive income (loss): | ||
| Net loss | (2,839,224) | (5,390,213) |
| Foreign currency translation adjustment | 249,383 | (400,416) |
| COMRPEHENSIVE LOSS | (2,589,841) | (5,790,629) |
| Net income (loss) attributable to non-controlling interest | 701 | (95,286) |
| Foreign currency translation adjustment attributable to non-controlling interest | 5,329 | (18,199) |
| Comprehensive loss attributable to Society Pass Incorporated | $ (2,595,871) | $ (5,677,144) |
| Net loss per share attributable to Society Pass Incorporated : | ||
| Basic (in Dollars per share) | $ (1.21) | $ (3) |
| Diluted (in Dollars per share) | $ (1.21) | $ (3) |
| Weighted average common shares outstanding | ||
| Basic (in Shares) | 2,341,300 | 1,805,523 |
| Diluted (in Shares) | 2,341,300 | 1,805,523 |
| Sales – online ordering | ||
| Revenue, net | ||
| Total revenue | $ 20,728 | $ 257,602 |
| Sales – digital marketing | ||
| Revenue, net | ||
| Total revenue | 1,552,420 | 1,283,774 |
| Sales – online ticketing and reservation | ||
| Revenue, net | ||
| Total revenue | 264,574 | 410,230 |
| Sales – data | ||
| Revenue, net | ||
| Total revenue | 4,566 | 14,302 |
| Software sales | ||
| Revenue, net | ||
| Total revenue | 4,791 | 195 |
| Cost of sales: | ||
| Total cost of revenue | (12,041) | (61,813) |
| Hardware sales | ||
| Revenue, net | ||
| Total revenue | ||
| Cost of online ordering | ||
| Cost of sales: | ||
| Total cost of revenue | (19,164) | (235,246) |
| Cost of digital marketing | ||
| Cost of sales: | ||
| Total cost of revenue | (1,273,115) | (964,161) |
| Cost of data | ||
| Cost of sales: | ||
| Total cost of revenue | $ (50,110) | $ (18,646) |
Condensed Consolidated Statements of Changes in Shareholders’ Deficit - USD ($) |
Preferred Stock |
Common Stock |
Treasury Stock |
Additional Paid in Capital |
Accumulated other comprehensive income |
Accumulated deficits |
Non- controlling interest |
Total |
|---|---|---|---|---|---|---|---|---|
| Balances at Dec. 31, 2022 | $ 181 | $ 101,429,687 | $ 56,527 | $ (81,138,563) | $ (336,515) | $ 20,011,317 | ||
| Balances (in Shares) at Dec. 31, 2022 | 3,500 | 1,805,523 | ||||||
| Shares issued for services | $ 1 | 200,008 | 200,009 | |||||
| Shares issued for services (in Shares) | 13,072 | |||||||
| Shares issued for accrued salaries | $ 1 | 113,490 | 113,491 | |||||
| Shares issued for accrued salaries (in Shares) | 7,277 | |||||||
| Shares issued upon the exercise options | $ 5 | 1,226,788 | 1,226,793 | |||||
| Shares issued upon the exercise options (in Shares) | 52,229 | |||||||
| Shares repurchase during the period | $ (541,988) | (541,988) | ||||||
| Shares repurchase during the period (in Shares) | 511,760 | |||||||
| Foreign currency translation adjustment | (382,217) | (18,199) | (400,416) | |||||
| Net loss for the period | (5,294,927) | (95,286) | (5,390,213) | |||||
| Balances at Mar. 31, 2023 | $ 188 | $ (541,988) | 103,316,473 | (325,690) | (86,433,490) | (450,000) | 15,565,493 | |
| Balances (in Shares) at Mar. 31, 2023 | 3,500 | 1,878,101 | 511,760 | |||||
| Balances at Dec. 31, 2022 | $ 181 | 101,429,687 | 56,527 | (81,138,563) | (336,515) | 20,011,317 | ||
| Balances (in Shares) at Dec. 31, 2022 | 3,500 | 1,805,523 | ||||||
| Balances at Dec. 31, 2023 | $ 222 | $ (785,525) | 105,606,538 | (242,129) | (99,272,691) | (277,253) | 5,029,162 | |
| Balances (in Shares) at Dec. 31, 2023 | 3,500 | 2,217,491 | 74,107 | |||||
| Shares issued for services | $ 13 | 329,987 | 330,000 | |||||
| Shares issued for services (in Shares) | 133,333 | |||||||
| Share issued for treasury stock | $ 17 | 487,223 | 487,240 | |||||
| Share issued for treasury stock (in Shares) | 166,667 | |||||||
| Shares repurchase during the period | $ (487,240) | (487,240) | ||||||
| Shares repurchase during the period (in Shares) | 166,667 | |||||||
| Sale of treasury stock | $ 1,085,983 | (609,022) | 476,961 | |||||
| Sale of treasury stock (in Shares) | (176,335) | |||||||
| Foreign currency translation adjustment | 244,054 | 5,329 | 249,383 | |||||
| Net loss for the period | (2,839,925) | 701 | (2,839,224) | |||||
| Balances at Mar. 31, 2024 | $ 252 | $ (186,782) | $ 106,423,748 | $ 1,925 | $ (102,721,638) | $ (271,223) | $ 3,246,282 | |
| Balances (in Shares) at Mar. 31, 2024 | 3,500 | 2,517,491 | 64,439 |
Condensed Consolidated Statements of Cash Flows - USD ($) |
3 Months Ended | |
|---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
|
| Cash flows from operating activities: | ||
| Net loss | $ (2,839,224) | $ (5,390,213) |
| Adjustments to reconcile net loss to net cash used in operating activities | ||
| Bad debts | 75,612 | |
| Depreciation and amortization | 165,115 | 863,917 |
| Amortization of right of use assets | 131,858 | 134,455 |
| Gain from early lease termination | (1,064) | |
| Stock based compensation for services | 330,000 | 1,886,793 |
| Treasury stock | 487,240 | |
| Written-off of fixed assets | 8,461 | |
| Deferred tax assets | 4,611 | |
| Accounts receivable | (75,522) | 93,216 |
| Inventories | 51,747 | 81,922 |
| Deposits, prepayments and other receivables | 323,388 | 768,803 |
| Contract assets | 126,909 | 15,239 |
| Contract liabilities | 4,467 | (140,365) |
| Accounts payables | 137,303 | 166,895 |
| Accrued liabilities and other payables | (1,129,221) | (2,376,133) |
| Advances to related parties | (333) | (65) |
| Operating lease liabilities | (163,897) | (118,601) |
| Net cash used in operating activities | (2,361,485) | (4,015,201) |
| Cash flows from investing activities: | ||
| Purchase of property, plant, and equipment | (190,061) | |
| Net cash used in investing activities | (190,061) | |
| Cash flows from financing activities: | ||
| Repurchase of common share | (487,240) | (541,988) |
| Proceed from the Sale of treasury stock | 476,961 | |
| Net cash used in financing activities | (10,279) | (541,988) |
| Effect on exchange rate change on cash and cash equivalents | 321,014 | (428,145) |
| NET CHANGE IN CASH AND CASH EQUIVALENTS | (2,050,750) | (5,175,395) |
| CASH AND CASH EQUIVALENT AT BEGINNING OF YEAR | 3,723,982 | 19,003,336 |
| CASH AND CASH EQUIVALENT AT END OF YEAR | 1,673,232 | 13,827,941 |
| Supplemental disclosure of cash flow information: | ||
| Cash paid for interest | 173 | |
| Cash paid for income tax | ||
| Reconciliation to amounts on condensed unaudited consolidated balance sheets: | ||
| Cash and cash equivalents | 1,619,232 | 13,755,377 |
| Restricted cash | 54,000 | 72,564 |
| Total cash, cash equivalents and restricted cash | $ 1,673,232 | $ 13,827,941 |
Description of Business and Organization |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| Description of Business and Organization [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| DESCRIPTION OF BUSINESS AND ORGANIZATION | NOTE－1 DESCRIPTION OF BUSINESS AND ORGANIZATION
Society Pass Incorporated (the “Company”) was incorporated in the State of Nevada on June 22, 2018, under the name of Food Society Inc. On October 3, 2018, the Company changed its company name to Society Pass Incorporated. The Company, through its subsidiaries, mainly sells and distributes the hardware and software for a Point of Sales (POS) application in Vietnam. The Company also has online lifestyle platform to enable consumers to purchase high-end brands of all categories under its own brand name of “Leflair.” The Company has made several acquisitions in calendar year 2022 to 2024, as follows:
On February 10, 2021, the Company effected a 750 for 1 forward stock split of the issued and outstanding shares of the Company’s common stock. The number of authorized shares and par value remain unchanged. All share and per share information in these financial statements and its footnotes have been retroactively adjusted for the years presented, unless otherwise indicated, to give effect to the forward stock split.
On September 21, 2021, the Company effected a 1 for 2.5 reverse stock split of the issued and outstanding shares of the Company’s common stock. The number of authorized shares and par value remain unchanged. All share and per share information in these financial statements and its footnotes have been retroactively adjusted for the years presented, unless otherwise indicated, to give effect to the reverse stock split.
The registration statement for the Company’s Initial Public Offering became effective on November 8, 2021. On November 8, 2021, the Company entered into an underwriting agreement with Maxim Group LLC (the “Underwriter”) related to the offering of 2,888,889 shares of the Company’s common stock (the “Firm Shares”), at a public offering price of $9.00 per share. Under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 45 days, to purchase an additional 236,111 shares of common stock (the “Option Shares”) to cover over-allotments. The Company raised gross proceeds of $26,000,001 and $2,124,999 from its initial public offering and from the sale of the Option Shares, respectively.
On February 8, 2022, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with the “Underwriter, related to the offering of 3,030,300 shares (the “Shares”) of the Company’s common stock and warrants to purchase up to 3,030,300 shares of common stock of the Company (the “Warrants”). Each Share was sold together with one Warrant to purchase one Share at a combined offering price of $3.30. In addition, the Company granted the Underwriter a 45-day over-allotment option to purchase up to an additional 454,545 Shares and/or Warrants, at the public offering price, less discounts and commissions. On February 10, 2022, the Underwriter gave notice to the Company of the full exercise of their over-allotment option and that delivery of the overallotment securities was made on February 11, 2022.
On June 30, 2023, NextGen Retail Inc., a Nevada corporation (the “Buyer”), a wholly-owned subsidiary of the Company, entered into a Securities Purchase Agreement with Story-I Ltd., an Australian corporation (“Story-I Australia”), Story-I Pte Ltd., a Singapore corporation (“Story-I Singapore”), a wholly-owned subsidiary of Story-I Australia, and Michael Chan, to purchase 95% of the outstanding shares (the “Majority Shares”) of PT Inetindo Infocom (the “Company”), an Indonesian company and retail reseller of Apple computers and other electronics in Indonesia. The consideration for the Majority Shares to be paid to Story-I Australia and Story-I Singapore by the Buyer is AUS$2,787,173, approximately US$ 1.85 million based on current exchange rates. The Company formally terminated the agreement on April 12, 2024.
On May 1, 2024, the Company effected a 1-for-15 reverse stock split of the issued and outstanding shares of the Company’s common stock. The number of authorized shares has changed to 6,333,333 shares and par value remain unchanged. All share and per share information in these financial statements and its footnotes have been retroactively adjusted for the years presented, unless otherwise indicated, to give effect to the reverse stock split.
The forward stock split and reverse stock split transactions described above had no effect on the stated value of the preferred stock and the number of designated shares and outstanding shares of each series of preferred stock was unchanged in accordance with the respective certificate of designations. The number of authorized shares of preferred stock also remained unchanged.
Description of subsidiaries incorporated by the Company
Schedule of Description of subsidiaries
The Company and its subsidiaries are hereinafter referred to as (the “Company”).
On February 23, 2023, Society Pass Incorporated acquired additional issued capital in Nusatrip International Pte Ltd of 2,225,735 number of ordinary stock and increased its shareholding from 75% to 99%, and to the subsidiaries within the group.
On May 22, 2023, Thoughtful Media Group Inc and Society Pass Inc acquired additional issued capital in Thoughtful (Thailand) Co Ltd of 397,000 and 2,000 number of ordinary stocks amounted to THB 1,985,000 and THB 10,000 respectively. Total shareholding interest remain unchanged.
On August 1, 2023, the Company 95% owned subsidiary Sopa Technology Pte. Ltd. disposed one of its 100% owned subsidiary Sopa (Phil) Incorporated to the Company 100% owned subsidiary Thoughtful Media Group Incorporated as internal group restructuring. At the same day, Sopa (Phil) Incorporated changed name to Thoughtful Media (Philippines) Inc and updated its principal activities to digital marketing.
On October 25, 2023, the Company 95% owned subsidiary Sopa Technology Pte. Ltd. acquired one of its 100% owned subsidiary Hottab Vietnam Company Limited from its 100% owned subsidiary Hottab Pte. Ltd. and disposed 100% shareholding of Hottab Pte. Ltd. to its 100% owned subsidiary Thought Media Group Incorporated. At the same day, Hottab Pte. Ltd. changed name to Thoughtful Media (Singapore) Pte. Ltd. and updated its principal activities to digital marketing.
During the year of 2023, certain operations were progressively discontinued following management’s decision based on operation performance, business strategy and future prospects. This is mainly online F&B and groceries delivery operations under online ordering segment includes “Handycart” under subsidiary Dream Space Trading Co., Ltd in Vietnam and “Pushkart” and “Mangan” under subsidiary New Retail Experience Incorporated in the Philippines. There is also discontinued operation of local mobile in telecommunication reseller under subsidiary Gorilla Mobile Pte Ltd. In view of the operation results which are insignificant to the impact of the group and continued operation involvements are in place in all these operations, therefore no separate disclosure is considered necessary in accordance to the discontinued operation standards. |
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Going Concern and Liquidity |
3 Months Ended |
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Mar. 31, 2024 | |
| Going Concern and Liquidity [Abstract] | |
| GOING CONCERN AND LIQUIDITY | NOTE－2 GOING CONCERN AND LIQUIDITY
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the financial statements, the Company has suffered loss for period of $2,839,224, negative operating cash flow of $2,508,941, working capital deficit of $3,833,468 and accumulated deficit of $102,721,638 as at March 31, 2024 that raise substantial doubt about its ability to continue as a going concern. In assessing the going concern, management and the Board has considered the following:
1) Cash and cash equivalents balance of $1,619,232.
2) Continued business growth of digital marketing and online ticketing and reservations.
While the Company believes that it will be able to continue to grow the Company’s revenue base and control expenditures, there is no assurance that it will be able to achieve these goals. As a result, the Company continually monitors its capital structure and operating plans and evaluates various potential funding alternatives that may be needed to finance the Company’s business development activities, general and administrative expenses and growth strategy.
Global Events
The Russian-Ukraine war, Iran-Pakistan tension and the supply chain disruption have not affected any specific segment of our business. |
Summary of Significant Accounting Policies |
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| Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE－3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying condensed consolidated financial statements and notes.
The Company has prepared the accompanying unaudited condensed financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These financial statements are unaudited and, in our opinion, include all adjustments consisting of normal recurring adjustments and accruals necessary for a fair presentation of our condensed balance sheets, statements of operations and other comprehensive loss, statements of stockholders’ deficit and cash flows for the periods presented. Operating results for the periods presented are not necessarily indicative of the results that may be expected for any subsequent quarter or for the full year ending December 31, 2024 due to various factors. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been omitted in accordance with the rules and regulations of the SEC. These condensed consolidated financial statements should be read in conjunction with the 2023 audited financial statements and accompanying notes filed with the SEC.
We are an “emerging growth company” under the JOBS Act. For as long as we are an “emerging growth company,” we are not required to: (i) comply with any new or revised financial accounting standards that have different effective dates for public and private companies until those standards would otherwise apply to private companies, (ii) provide an auditor’s attestation report on management’s assessment of the effectiveness of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (iii) comply with any new requirements adopted by the Public Company Accounting Oversight Board (“PCAOB”) or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer or (iv) comply with any new audit rules adopted by the PCAOB after April 5, 2012, unless the SEC determines otherwise. However, we have elected to “opt out” of the extended transition period discussed in (i) and will therefore comply with new or revised accounting standards on the applicable dates on which the adoption of such standards are required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of such extended transition period for compliance with new or revised accounting standards is irrevocable.
In preparing these consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the years reported. Actual results may differ from these estimates. If actual results significantly differ from the Company’s estimates, the Company’s financial condition and results of operations could be materially impacted. Significant estimates in the period include the allowance for doubtful accounts on accounts receivable, the incremental borrowing rate used to calculate right of use assets and lease liabilities, valuation and useful lives of intangible assets, impairment of long-lived assets, valuation of common stock and stock warrants, stock option valuations, imputed interest on amounts due to related parties, inventory valuation, revenue recognition, the allocation of purchase consideration in business combinations, and deferred tax assets and the related valuation allowance.
The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company balances and transactions have been eliminated upon consolidation.
The Company follows Accounting Standards Codification (“ASC”) ASC Topic 805, Business Combinations (“ASC 805”) and ASC Topic 810, Consolidation (“ASC 810”). ASC Topic 805 requires most identifiable assets, liabilities, non-controlling interests, and goodwill acquired in a business combination to be recorded at “fair value.” The statement applies to all business combinations. Under ASC 805, all business combinations are accounted for by applying the acquisition method. Accounting for the resulting goodwill requires significant management estimates and judgment. Management performs periodic reviews of the carrying value of goodwill to determine whether events and circumstances indicate that an impairment in value may have occurred. A variety of factors could cause the carrying value of goodwill to become impaired. A write-down of the carrying value of goodwill could result in a non-cash charge, which could have an adverse effect on the Company’s results of operations.
The Company accounts for non-controlling interests in accordance with ASC Topic 810, which requires the Company to present non-controlling interests as a separate component of total shareholders’ equity on the consolidated balance sheets and the consolidated net loss attributable to its non-controlling interest be clearly identified and presented on the face of the consolidated statements of operations and comprehensive loss.
ASC Topic 280, Segment Reporting (“Topic 280”) establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in consolidated financial statements. The Company currently operates in six reportable operating segments: (i) Online Grocery and Food and Groceries Deliveries, (ii) Digital marketing, (iii) Online ticketing and reservation, (iv) Telecommunications Reseller, (v) e-Commerce, and (vi) Merchant Point of Sale (“merchant POS”).
Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. As of March 31, 2024 and December 31, 2023, the cash and cash equivalents excluded restricted cash amounted to $1,619,232 and $3,628,670, respectively.
The Company currently has bank deposits with financial institutions in the U.S. which exceed FDIC insurance limits. FDIC insurance provides protection for bank deposits up to $250,000, so there were uninsured balance of $0 and $83,152 as of March 31, 2024 and December 31, 2023, respectively. In addition, the Company has uninsured bank deposits of $1,490,347 and $3,262,161 with a financial institution outside the U.S as of March 31, 2024 and December 31, 2023, respectively. All uninsured bank deposits are held at high quality credit institutions.
Restricted cash refers to cash that is held by the Company for specific reasons and is, therefore, not available for immediate ordinary business use. The restricted cash represented fixed deposit maintained in bank accounts that are pledged. As of March 31, 2024 and December 31, 2023, the restricted cash amounted to $54,000 and $95,312, respectively.
Accounts receivables are recorded at the amounts that are invoiced to customers, do not bear interest, and are due within contractual payment terms, generally 30 to 90-days from completion of service or the delivery of a product. Credit is extended based on an evaluation of a customer’s financial condition, the customer’s creditworthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. Quarterly, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company records bad debt expense and records an allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For receivables that are past due or not being paid according to payment terms, appropriate actions are taken to pursue all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance for doubtful accounts after all means of collection have been exhausted and the potential for recovery is considered remote. Currently, the Company does not have any off-balance-sheet credit exposure related to its customers, and as of both March 31, 2024 and December 31, 2023, there was need for allowance for doubtful accounts.
Inventories are stated at the lower of cost or net realizable value, cost being determined on a first-in-first-out method. Costs include hardware equipment and peripheral costs which are purchased from the Company’s suppliers as merchandized goods. The Company provides inventory allowances based on excess and obsolete inventories determined principally by customer demand. No allowance for obsolete inventories was recorded by the Company during the three months ended March 31, 2024 and 2023. The inventories amounted to $379,736 and $431,483 at March 31, 2024 and December 31, 2023, respectively.
Prepaid expenses represent payments made in advance for products or services to be received in the future and are amortized to expense on a ratable basis over the future period to be benefitted by that expense. The benefits associated with the products or services are considered current assets if they are expected to be used during the next twelve months and are considered non-current assets if they are expected to be used over a period greater than one year.
Plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:
Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.
In accordance with the provisions of ASC Topic 360, “Impairment or Disposal of Long-Lived Assets”, all long-lived assets such as plant and equipment and intangible assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. There has been no impairment charge for the three months period ended March 31, 2024 and 2023 presented.
The Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). Under ASU 2014-09, the Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:
The Company generates its revenues from a diversified a mix of e-commerce activities that correspond to our six business segments (business to consumer or “B2C”), grocery and food delivery (B2C), telecommunication reseller (B2C), online ticketing and reservations (B2C) and the services providing to merchants for their business growth (business to business or “B2B”), digital marketing (B2B) and online ticketing and reservations (B2B).
The Company’s performance obligations include providing connectivity between merchants and consumers, generally through an online ordering platform. The platform allows merchants to create an account, display a menu and track their sale reports on the merchant facing application. The platform also allows the consumers to create an account and order from merchants on the consumer facing application. The platform allows a delivery company to accept an online delivery request and deliver or ship an order from a merchant to customer.
Lifestyle
The Company has developed an online lifestyle platform (the “Lifestyle Platform”) under its own brand name of “Leflair” to enable consumers to purchase high-end brands in many categories. Using the Company’s smart search engine, consumers search or review their favorite brands among hundreds of choices in various categories, including Apparel, Bags & Shoes, Accessories, Health & Beauty, Home & Lifestyle, International, Women, Men and Kids & Babies categories. The Lifestyle Platform also allows customers to order from hundreds of vendor choices with personalized promotions based on their individual purchase history and location. The platform has also partnered with a Vietnam-based delivery company, Amilo, to offer seamless delivery of product from merchant to consumer’s home or office at the touch of a button. Consumers can place orders for delivery or can collect their purchases at the Company’s logistics center.
Grocery and Food Delivery
Other online platforms include online platforms in Vietnam, under the brand name of “Handycart”, and Philippines, under the brand names of “Pushkart” and “Mangan”, to enable the consumers to purchase meals from restaurants and food from local grocery and food merchants and deliver to them in their area. This business segment has been progressively ceasing yet the Company has maintained ongoing involvement in specific operational activities during the three months period ended March 31, 2024.
Telecommunications
The Company operates a Singapore-based online telecommunication reseller platform under brand name of “Gorilla” to enable the consumers to subscribe local mobile data and overseas internet data in different subscription package. Established in Singapore in 2019, Gorilla utilizes blockchain and Web3 technology to operate a MVNO for its users in South East Asia (SEA). With network coverage to over 150 countries, Gorilla offers a full suite of mobile communication services such as local calls, international roaming, data, and SMS texting. More importantly, Gorilla enables its customers to convert unused mobile data into digital assets or Gorilla GO Tokens through its innovative proprietary blockchain-based SwitchBack feature. Gorilla GO Tokens in turn can be redeemed for eVouchers, to offset future bills, or be redeemed for other value-added services. Please visit https://gorilla.global/ for more information. During the financial period ended March 31, 2024, the Company ceased its local mobile data service operation due to business restructuring to refocus on overseas internet data services.
Digital Marketing
The acquisition of a digital media platform, TMG, amplifies the reach and engagement of the Company’s e-commerce ecosystem and retail partners. Originally founded in 2010, TMG today creates and distributes digital advertising campaigns across its multi-channel network in both SEA and the US. With its intimate knowledge of local markets, digital marketing technology tools and social commerce business focus, advertisers leverage TMG’s wide influencer network throughout SEA to market and sell advertising inventory exclusively with specific placement and effect.
As a result, Thoughtful Media’s content creator partners earn a larger share of advertising revenues from international consumer brands. Thoughtful Media’s data-rich multi-channel network has uploaded over 675,000 videos with over 80 billion video views. The current network of 263 YouTube channels has onboarded over 85 million subscribers with an average monthly viewership of over 600 million views.
Travel
The Company purchased the NusaTrip Group, a leading Jakarta-based Online Travel Agency (“OTA”) in Indonesia and across SEA. The NusaTrip acquisition extended the Company’s business reach into SEA regional travel industry and marked the Company’s first foray into Indonesia. Established in 2013 as the first Indonesian OTA accredited by the International Air Transport Association, NusaTrip pioneered offering a comprehensive range of airlines and hotels to Indonesian corporate and retail customers. With its first mover advantage, NusaTrip has onboarded over 1.2 million registered users, over 500 airlines and over 200,000 hotels around the world as well as connected with over 80 million unique visitors. During the year, NusaTrip Group also acquired two Vietnam based companies having branding name of “VLeisure” and “VIT” selling air ticket, hotel reservation and providing hotel management software to local market.
The Company’s e-Commerce business is primarily conducted using Leflair’s Lifestyle Platform, as follows:
During the three months ended March 31, 2024 and 2023, the Company generated revenue of $20,728 and $223,517, respectively, in the Lifestyle sector.
The Company’s Merchant POS offers both software and hardware products and services to vendors, as follows:-
Software sales consist of:
During the three months ended March 31, 2024 and 2023, the Company generated revenue of $0 and $195, respectively, from software fees.
Hardware sales — the Company generally is involved with the sale of on-premise appliances and end-point devices. The single performance obligation is to transfer the hardware product (which is to be installed with its licensed software integral to the functionality of the hardware product). The entire transaction price is allocated to the hardware product and is generally recognized as revenue at the time of delivery because the customer obtains control of the product at that point in time. It is concluded that control generally transfers at that point in time because the customer has title to the hardware, physical possession, and a present obligation to pay for the hardware. Payments for hardware contracts are generally due 30 to 90 days after shipment of the hardware product.
The Company records revenues from the sales of third-party products on a “gross” basis pursuant to ASC Topic 606 when the Company controls the specified good before it is transferred to the end customer and have the risks and rewards as principal in the transaction, such as responsibility for fulfillment, retaining the risk for collection, and establishing the price of the products. If these indicators have not been met, or if indicators of net revenue reporting specified in ASC Topic 606 are present in the arrangement, revenue is recognized net of related direct costs since in these instances we act as an agent.
Software subscription fee — The Company’s performance obligation includes providing customer access to our software, generally through a monthly subscription, where the Company typically satisfies its performance obligations prior to the submission of invoices to the customer for such services. The Company’s software sale arrangements grant customers the right to access and use the software products which are to be installed with the relevant hardware for connectivity at the outset of an arrangement, and the customer is entitled to both technical support and software upgrades and enhancements during the term of the agreement. The term of the subscription period is generally 12 months, with automatic one-year renewal. The subscription license service is billed monthly, quarterly or annually. Sales are generally recorded in the month the service is provided. For clients who are billed on an annual basis, deferred revenue is recorded and amortized over the life of the contract. Payments are generally due 30 to 90 days after delivery of the software licenses.
The Company records its revenues, net of value added taxes (“VAT”), which is levied at the rate of 10% on the invoiced value of sales.
Grocery and food delivery consists of online grocery under brand name “Pushkart” and food delivery service under brand name “Handycart” as follows:
Customers place order for groceries and take-out food through our online platforms of “Pushkart”, “Mangan” and “Handcart” respectively. When the grocery or food merchant receives and order, our platform will assign a third-party delivery service to pick up and deliver the grocery and/or food order to the customer. Revenue is recognized when the grocery and/or food is delivered, at which time the customer pays for the grocery and /or food order with cash, at Net of merchant cost.
During the three months ended March 31, 2024 and 2023, the Company generated revenue of $0 and $34,085, respectively, from this stream.
As a telecommunication reseller we provide local mobile data and overseas internet data plans under the brand name of “Gorilla,” which is a group of company we acquired in May 2022. Our telecommunication revenues are recorded for ASC Topic 606 purposes as follows:
Local mobile plan - customers choose and subscribe to a monthly local mobile plan through our “Gorilla” online platform. The Company will proceed to register the sim card (effectively, the mobile telephone number activation card) and arrange delivery of that Sim card to the customer. Following Sim card activation, the system will capture the monthly data usage of each customer, calculated in accordance with the package data capacity and monthly subscription rate, which amounts are aggregated and recorded as revenue. Unused data will be converted to Rewards Points and carried forward to next month for potential subsequent data usage. As a result of the rewards points, the company also recognize revenue from Rewards Point redemption for subscription fees offset, voucher redemption, extra data purchases, that the customer chooses to use via our online platform.
Overseas internet data plan – a customer will place order for their desired overseas internet data plan through either the “Gorilla” online platform or third-party partner platforms. Subscription revenue is recognized when the Sim card is delivered and activated.
During the three months ended March 31, 2024 and 2023, the Company generated revenue of $4,566 and $14,302, respectively, from telecommunications.
Digital marketing revenues are recognized when the Company has negotiated the terms of the transaction, which includes determining either the overall price, or price for each performance obligation in the form of a service or a product, the service or product has been delivered to the customer, no obligation is outstanding regarding that service or product, and the Company is reasonably assured that funds have been or will be collected from the customer.
A summary of each of the Company’s revenue streams under ASC 606 is as follows:
Marketing services from customers
Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer.
The Company derives its revenue from the provision of digital marketing services to customers. The Company offers customers with a comprehensive suite of digital marketing services to enhance their social media presence and reach their target audiences, particularly Gen Z and Millennials, to achieve marketing goals. The customers can leverage the Company’s experience in building content and fanbases with creators, their creators’ creativity, engagement, and trust among creators’ loyal fanbases to increase their brand awareness and sell products. The Company offers customized digital marketing solution, including (i) advising on content strategy and budget and recommending specific creators; (ii) communicating with and managing selected creators; (iii) producing and engaging relevant content with creators to promote key messages for customers; (iv) uploading branded content on creators’ social media channels; (v) amplifying the reach of creators’ and customers’ content through precise media planning and buying via boosting marketing services on social media platforms, such as Google; and (vi) providing optimization services through data analysis and reporting.
The Company’s customers’ payment terms generally range from 30-60 days of fulfilling its performance obligations and recognizing revenue.
Campaign-based marketing services revenue is recognized as a distinct single performance obligation when the Company transfers services to customers, which occurs over time. The performance obligation may be a promise to place branded content on certain social media platforms and is satisfied upon delivery of such related services to customers. The duration of the service period is short, usually over 1-3 months. Such revenue is recognized at over time, for the amount the Company is entitled to receive, as and when the marketing services are provided and completed.
Marketing services from social media platforms (“platform revenue”)
The Company also derives its advertising revenue generated from its channel pages and posts on social media platforms, such as YouTube by monetizing its contents. The payments are usually received within 30 days upon completion of performance obligation for platform revenue services.
The Company recognizes revenue as performance obligations are satisfied as the creation of contents are published on the social media platforms, which occurs at a point in time. The advertisements are delivered primarily based on impressions of contents on social media platforms, hence the Company provided the advertising services by an on-going basis during the publication period and the outcome of the services can be received and consumed by the social media platform simultaneously.
The Company records its revenues, net of value added taxes (“VAT”), which is levied at the rate of 10% on the invoiced value of sales.
During the three months ended March 31, 2024 and 2023, the Company generated revenue of $1,552,420 and $1,283,774, respectively, from this stream.
Online ticketing and reservation provide information, prices, availability, booking services for domestic and international air ticket, hotels, car, train, and hotel technology as follows:
The Company’s revenues are substantially reported on a net basis as the travel supplier is primarily responsible for providing the underlying travel services and the Company does not control the service provided by the travel supplier to the traveler. Revenue from air ticketing services, air ticket commission, hotel reservation and ancillary services including insurance commissions and refund margin are substantially recognized at a point of time when the performance obligations that are satisfied. These revenues cover B2B and B2C sales channel segments.
The Company has a software subscription revenue generated from hotel in Vietnam, and online advertising revenue, reported in gross basis, providing a hotel booking management platform for hotel management purposes, and brand advertisement purpose. these revenues are recognized ratably over the time or upon relevant performance obligations being fulfilled.
Ticketing services
The Company receives spread margin from B2B and B2C customers and commissions from travel suppliers for ticketing reservations through the Company’s transaction and service platform under various services agreements. Spread margin and commissions from ticketing reservations rendered are recognized when tickets are issued as this is when the Company’s performance obligation is satisfied. The Company is not entitled to a spread margin and commission fee for the tickets canceled by the end users. Losses incurred from cancelations are immaterial due to a historical low cancelation rate and minimal administrative costs incurred in processing cancelations. The Company presents revenues from such transactions on a net basis in the statements of income as the Company, generally, does not control the service provided by the travel supplier to the traveler and does not assume inventory risk for canceled ticketing reservations. 100% of the Company’s ticketing services revenues were recognized on a net basis, as an agent, during the three months ended March 31, 2024 and 2023.
Hotel reservation services
The Company receives spread margin from B2B and B2C customers and commissions from travel suppliers for hotel room reservations through the Company’s transaction and service platform. Commissions from hotel reservation services rendered are recognized when the reservation becomes non-cancelable (when the cancelation period provided by the reservation expires) which is the point at which the Company has fulfilled its performance obligation (successfully booking a reservation, which includes certain post-booking services during the cancelation period). Contracts with certain travel suppliers contain incentive commissions typically subject to achieving specific performance targets. The incentive commissions are considered as variable consideration and are estimated and recognized to the extent that the Company is entitled to such incentive commissions. The Company generally receives incentive commissions from monthly arrangements with hotels based on the number of hotel room reservations where end users have completed their stay. The Company presents revenues from such transactions on a net basis in the statements of income and comprehensive income as the Company, generally, does not control the service provided by the travel supplier to the traveler and does not assume inventory risk for canceled hotel reservations.
Hotel technology platform software services
The Company receives subscription fee from travel suppliers for hotel room reservation and marketing system through the Company’s reservation and marketing platform.
Subscription fee from hotel technology platform software services rendered are recognized ratably over the fixed term of the agreement as services are provided throughout the contract period, where the performance obligations being fulfilled through the usage of our hotel technology platform software services.
The Company presents revenues from such transactions on a gross basis in the statements of income and comprehensive income as the Company, generally, control the service provided by the travel supplier to the traveler.
Ancillary services
Ancillary revenues comprise primarily of the insurance commission and refund margin.
Insurance commission revenue received from B2B and B2C customers for selling of travel insurance through the Company’s transaction and service platform. Commission from travel insurance is recognized when the order is confirmed and paid which is the point at which the Company fulfilled its performance obligation. Refund margin revenue received from B2B and B2C customers for the spread arise from reservations cancellation fee between customers and travel suppliers. This is recognized upon the confirmation of refund amount by both customers and travel suppliers which is the point at which the Company fulfilled its performance obligation.
The Company presents revenues from ancillary service transactions on a net basis in the statements of income and comprehensive income as the Company, generally, does not control the service provided by the insurance supplier and travel supplier to the traveler.
During the three months ended March 31, 2024 and 2023, the Company generated revenue of $264,574 and $410,230, respectively, from this stream.
Principal vs Agent Considerations
In accordance with ASC Topic 606, Revenue Recognition: Principal Agent Considerations, the Company evaluates the terms in the agreements with its customers and vendors to determine whether or not the Company acts as the principal or as an agent in the arrangement with each party respectively. The determination of whether to record the revenue on a gross or net basis depends upon whether the Company has control over the goods prior to transferring it. This evaluation determined that the Company is not in control of establishing the transaction price, not managing all aspects of the terms, even though taking the risk of campaign results and default payment.
Contract assets
In accordance with ASC Topic 606, a contract asset arises when the Company transfers a good or performs a service in advance of receiving consideration from the customer as agreed upon. A contract asset becomes a receivable once the Company’s right to receive consideration becomes unconditional.
There were contract assets balance was $120,459 and $247,368 on March 31, 2024 and December 31, 2023, respectively.
Contract liabilities
In accordance with ASC Topic 606, a contract liability represents the Company’s obligation to transfer goods or services to a customer when the customer prepays for a good or service or when the customer’s consideration is due for goods and services that the Company will yet provide whichever happens earlier.
Contract liabilities represent amounts collected from, or invoiced to, customers in excess of revenues recognized, primarily from the billing of annual subscription agreements. The value of contract liabilities will increase or decrease based on the timing of invoices and recognition of revenue. The Company’s contract liabilities balance was $1,270,220 and $1,265,753 on March 31, 2024 and December 31, 2023, respectively.
In accordance with the relevant FASB accounting guidance regarding the development of software to be sold, leased, or marketed, the Company expenses such costs as they are incurred until technological feasibility has been established, at and after which time these costs are capitalized until the product is available for general release to customers. Once the technological feasibility is established per ASC Topic 985, Software, the Company capitalizes costs associated with the acquisition or development of major software for internal and external use in the balance sheet. These capitalized software costs are ratably amortized over the period of the software’s estimated useful life. Costs incurred to enhance the Company’s software products, after general market release of the services using the products, is expensed in the period they are incurred. The Company only capitalizes subsequent additions, modifications or upgrades to internally developed software to the extent that such changes allow the software to perform a task it previously did not perform. The Company also expenses website costs as incurred.
Research and development expenditures arising from the development of the Company’s own software are charged to operations as incurred. For the three months ended March 31, 2024, and 2023, software development costs were $13,504 and $13,919, respectively. Based on the software development process, technological feasibility is established upon completion of a working model, which also requires certification and extensive testing. Costs incurred by the Company between completion of the working model and the point at which the product is ready for general release have, to date, been immaterial and have been expensed as incurred.
Cost of revenue under online ordering consist of the cost of merchandizes ordered by the consumers and the related shipping and handling costs, which are directly attributable to the sales of online ordering.
Cost of revenue related to software sales and licensing consist of the cost of software and payroll costs, which are directly attributable to the sales and licensing of software. Cost of revenue related to hardware sales consist of the cost of hardware and payroll costs, which are directly attributable to the sales of hardware.
Cost of revenue related to grocery and food delivery consist of the cost of the outsourced delivery and the outsource payment gateway, which are directly attributable to the sales of grocery and food delivery.
Cost of revenue related to our telecommunication data reseller segment consist of the cost of the primary telecommunication service, which are directly attributable to the sales of telecommunication data.
Cost of revenue under digital marketing consist of the cost of primary digital marketing service, which are directly attributable to the sales of digital marketing.
No shipping and handling costs are associated with the distribution of the products to the customers since those costs are borne by the Company’s suppliers or distributors for our merchant POS business.
The shipping and handling costs for all segments other than our e-commerce segment are recorded net in sales. For shipping costs related to our e-commerce business, those shipping costs are recorded in cost of revenue.
Sales and marketing expenses include payroll, employee benefits and other headcount-related expenses associated with sales and marketing personnel, and the costs of advertising, promotions, seminars, and other programs. Advertising costs are expensed as incurred. Advertising expense was $127,135 and $130,664 for the three months ended March 31, 2024 and 2023, respectively.
The Company’s provision for estimated future warranty costs is based upon the historical relationship of warranty claims to sales. Based upon historical sales trends and warranties provided by the Company’s suppliers, the Company has concluded that no warranty liability is required as of March 31, 2024 and December 31, 2023. To date, product allowance and returns have been minimal and, based on its experience, the Company believes that returns of its products will continue to be minimal, although it looks at this issue every quarter to continue to support its assertion.
The Company adopted the ASC 740 Income Tax provisions, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the condensed consolidated financial statements. Under paragraph ASC Topic 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the condensed consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. ASC Topic 740 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of ASC Topic 740, nor did it record any uncertain tax positions for the three months ended March 31, 2024 and 2023.
The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. On a quarterly basis, the Company reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances to reduce those amounts to the amounts management believes will be realized in future income tax returns.
In addition to U.S. income taxes, the Company and its wholly-owned foreign subsidiary, is subject to income taxes in the jurisdictions in which it operates. Significant judgment is required in determining the provision for income tax, there may be transactions and calculations for which the ultimate tax determination is uncertain. The company recognizes liabilities for anticipated tax audit issues based on the Company’s current understanding of the tax law. Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made.
The reporting currency of the Company is the United States Dollar (“US$”) and the accompanying consolidated unaudited condensed financial statements have been expressed in US$s. In addition, the Company’s subsidiary is operating in the Republic of Vietnam, Singapore, India and Philippines and maintains its books and record in its local currency, Vietnam Dong (“VND”), Singapore Dollar (“SGD”), Indian Rupee (“INR”), Philippines Pesos (“PHP”), Malaysian Ringgit (“MYR), Thailand Baht (“THB”) and Indonesian Rupiah (“IDR”), respectively, which are the functional currencies in which the subsidiary’s operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$s, in accordance with ASC Topic 830, “Translation of Financial Statement” (“ASC 830”) using the applicable exchange rates on the balance sheet date. Shareholders’ equity is translated using historical rates. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from the translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income (loss) within the unaudited condensed statements of changes in shareholder’s equity.
Schedule of Foreign currencies translation and transactions
Translation of amounts from SGD into US$ has been made at the following exchange rates for the three months ended March 31, 2024 and 2023:
Translation of amounts from VND into US$ has been made at the following exchange rates for the three months ended March 31, 2024 and 2023:
Translation of amounts from INR into US$ has been made at the following exchange rates for the three months ended March 31, 2024 and 2023:
Translation of amounts from PHP into US$ has been made at the following exchange rates for the three months ended March 31, 2024 and 2023:
Translation of amounts from THB into US$ has been made at the following exchange rates for the three months ended March 31, 2024 and 2023:
Translation of amounts from MYR into US$ has been made at the following exchange rates for the three months ended March 31, 2024 and 2023:
Translation of amounts from IDR into US$ has been made at the following exchange rates for the three months ended March 31, 2024 and 2023:
Translation gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are translated, as the case may be, at the rate on the date of the transaction and included in the results of operations as incurred.
ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying consolidated statements of changes in shareholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.
Basic per share amounts are calculated using the weighted average shares outstanding during the year, excluding unvested restricted stock units. The Company uses the treasury stock method to determine the dilutive effect of stock options and other dilutive instruments. Under the treasury stock method, only “in the money” dilutive instruments impact the diluted calculations in computing diluted earnings per share. Diluted calculations reflect the weighted average incremental common shares that would be issued upon exercise of dilutive options assuming the proceeds would be used to repurchase shares at average market prices for the years.
For the three months ended March 31, 2024 and 2023, diluted weighted-average common shares outstanding is equal to basic weighted-average common shares, due to the Company’s net loss position. Hence, no common stock equivalents were included in the computation of diluted net loss per share since such inclusion would have been antidilutive.
Schedule of computation of diluted net loss per share:
The following potentially dilutive securities outstanding have been excluded from the computation of diluted weighted-average shares outstanding, because such securities had an antidilutive impact:
Schedule of Common stock issued:
The Company adopted Topic 842, Leases (“ASC 842”) to determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in the consolidated balance sheets.
ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company generally use the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
In accordance with the guidance in ASC 842, components of a lease should be split into three categories: lease components (e.g. land, building, etc.), non-lease components (e.g. common area maintenance, consumables, etc.), and non-components (e.g. property taxes, insurance, etc.). Subsequently, the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components.
When a lease is terminated before the expiration of the lease term, irrespective of whether the lease is classified as a finance lease or an operating lease, the lessee would derecognize the ROU asset and corresponding lease liability. Any difference would be recognized as a gain or loss related to the termination of the lease. Similarly, if a lessee is required to make any payments or receives any consideration when terminating the lease, it would include such amounts in the determination of the gain or loss upon termination.
As of March 31, 2024 and December 31, 2023, the Company recorded the right of use asset of $1,095,077 and $1,407,956, respectively.
Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying consolidated statements of operation as the related employee service is provided.
The Company follows ASC Topic 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all share-based payment awards (employee and non-employee), at grant-date fair value of the equity instruments that an entity is obligated to issue. Restricted stock units are valued using the market price of the Company’s common shares on the date of grant. The Company uses a Black-Scholes option pricing model to estimate the fair value of employee stock options at the date of grant. As of March 31, 2024, those shares issued and stock options granted for service compensation, vest 180 days after the grant date, and therefore these amounts are thus recognized as expense during the three months ended March 31, 2024 and 2023. Stock-based compensation is recorded in general and administrative expenses within the Consolidated Statements of Operations and Other Comprehensive Loss, with corresponding credits to common stock and accumulated paid-in capital.
In connection with certain financing, consulting and collaboration arrangements, the Company has issued warrants to purchase shares of its preferred and common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using a Black-Scholes Option Pricing Model as of the measurement date. The Company uses a Black-Scholes option pricing model to estimate the grant date fair value of the warrants. Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital (the accounting treatment for common stock issuance costs). All other warrants are recorded at the grant date fair value as an expense over the requisite service period, or at the date of issuance if the warrants vest immediately, with corresponding credits to additional paid-in capital.
The Company follows ASC 850-10, Related Party Disclosures (“ASC 850”) for the identification of related parties and the disclosure of related party transactions.
Pursuant to ASC 850, the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under ASC 825, Financial Instruments, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required by ASC 850. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
The Company follows the ASC 450, Commitments, to account for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, which assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available, that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows if the current level of facts and circumstances changes in the future.
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:
Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.
The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.
The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, accounts receivable, deposits, prepayments and other receivables, contract liabilities, accrued liabilities and other payables, amounts due to related parties and operating lease liabilities, approximate their fair values because of the short maturity of these instruments.
From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date.
All other recently issued, but not yet effective, 2024 Accounting Standards Updates are not expected to have an effect on the Company. |
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| REVENUE | NOTE－4 REVENUE
Revenue was generated from the following activities:
Contract liabilities recognized was related to online ticketing and reservation, digital marketing, telecommunication reseller and software sales and the following is reconciliation for the years presented:
Schedule of Contract liabilities:
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Segment Reporting |
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| Segment Reporting [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SEGMENT REPORTING | NOTE－5 SEGMENT REPORTING
Currently, the Company has six reportable business segments:
The Company’s Chief Finance Officer (CFO) evaluates operating segments using the information provided in the following tables that presents revenues and gross profits by reportable segment, together with information on the segment tangible and intangible assets.
Schedule of Segment Reporting:
The below sales are based on the countries in which the customer is located. Summarized financial information concerning our geographic segments is shown in the following tables:
Schedule of geographic segments
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Deposit, Prepayments and Other Receivables |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Deposit, Prepayments and Other Receivables [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| DEPOSIT, PREPAYMENTS AND OTHER RECEIVABLES | NOTE－6 DEPOSIT, PREPAYMENTS AND OTHER RECEIVABLES
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Inventories |
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Mar. 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| Inventories [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
| INVENTORIES | NOTE－7 INVENTORIES
All finished goods inventories were related to e-commerce business and was held by the third party logistic. The cost of revenue incurred amounted to $19,164 and $235,246 during the three months ended March 31, 2024 and 2023, respectively. The inventories amounted to $379,736 and $431,483 as of March 31, 2024 and December 31, 2023, respectively. |
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Intangible Assets |
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| Intangible Assets [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| INTANGIBLE ASSETS | NOTE－8 INTANGIBLE ASSETS
As of March 31, 2024 and December 31, 2023, intangible assets consisted of the following:
November 1, 2018, the Company entered into a software development agreement with CVO Advisors Pte Ltd (CVO) 2018 to design and build an App and Web-based platform for the total consideration of $8,000,000. CVO who is a third party vendor in the business of designing, developing, operating computer software applications including mobile and web application for social media, big data, point of sales, loyalty rewards, food delivery and technology platforms in Asia. The CVO developer performed and accepted technical work, of software development phase, which was materially completed by December 23, 2018. The Company obtained a third party license (Wallet Factory International Ltd) for their technology build up by CVO.
The delivered platform was further developed by the Company’s in-house technology team (based in Noida that Sopa is currently using for the loyalty platform. The platform can be downloaded from Apple store or Googleplay store (i.e. SoPa App) and the Company’s web version is on www.sopa.asia. The platform was completed developed on September 30, 2020 and has estimated life of years. The platform started to be amortized from October 1, 2020.
Further, the Company entered into a subscription agreement with CVO to issue 8,000 shares of preferred stock for the software development, equal to the aggregate of $8,000,000 or at the stated value of $1,000 per share.
Pursuant to the subscription agreement entered into with CVO, the Company issued 8,000 shares of Series A convertible preferred stock for the purchase of software development at the stated value of $1,000 per share, totaling $8,000,000. CVO performed and accepted the technical work such as designing, developing, operating computer software applications including mobile and web application for social media, big data, point of sales, loyalty rewards, food delivery and technology platforms. The holder of this series A provided their consent to waive the warrant provision available with them and accordingly the preferred series A accounted in 2018.
Also, the owner of CVO entered into a call option agreement with the CEO of the Company to sale all the shares of CVO for the sum of $10 per share, as of date, these options were exercised by the CEO of the Company, but the equity holders of CVO Advisors Pte. Ltd. have not honored the exercise of the call. The parties are currently in litigation (refer Note 20). As a result of this option exercise, there were no accounting effect on the Company’s financial statement during the three months ended March 31, 2024 and 2023.
Amortization of intangible assets was $0 and $800,000 for the three months ended March 31, 2024 and 2023, respectively.
Apps development costs for the development stage of mobile apps development with blockchain feature used by the subsidiaries under Telecommunications Reseller segment business amounted to $941,395 (2023: $966,535) and pertains to capitalization of the Information Technology consultancy and services incurred in the development process.
Computer software including business and operating software and license acquired from third parties.
Software system is the existing apps development cost and potential software value estimated base on acquisition exercise of Mangan business unit under New Retail Experience Incorporated, through the finalization of Purchase Price Allocation. This has been written off during the year ended December 31, 2023.
Intellectual technology is the identified technology value concluded from acquisition of Pushkart business unit under New Retail Experience Incorporated, through the finalization of Purchase Price Allocation. This has been written off during the year ended December 31, 2023.
Identifiable intangible assets are the potential intangible assets as stakeholder values estimated based on acquisition exercise of TMG group, Nusatrip group and VLeisure, through the finalization of Purchase Price Allocation. |
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Property, Plant and Equipment |
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Mar. 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Property, Plant and Equipment [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| PROPERTY, PLANT AND EQUIPMENT | NOTE－ 9 PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consisted of the following:
Depreciation expense for the three months ended March 31, 2024 and 2023 were $61,581 and $63,917, respectively. |
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Amounts Due to Related Parties |
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Mar. 31, 2024 | ||||||||||||||||||||||
| Amounts Due to Related Parties [Abstract] | ||||||||||||||||||||||
| AMOUNTS DUE TO RELATED PARTIES | NOTE－10 AMOUNTS DUE TO RELATED PARTIES
Amounts due to related parties consisted of the following:
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Accounts Payable and Accrued Liabilities |
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| Accounts Payable and Accrued Liabilities [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | NOTE－11 ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable consisted of the following:
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Leases |
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| Leases [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| LEASES | NOTE－12 LEASES
We adopted ASU No. 2016-02, - Leases, on January 1, 2019, the beginning of our fiscal 2019, using the modified retrospective approach. We determine whether an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys the right to control the use of an identified fixed asset explicitly or implicitly for a period of time in exchange for consideration. Control of an underlying asset is conveyed if we obtain the rights to direct the use of and to obtain substantially all of the economic benefit from the use of the underlying asset. Some of our leases include both lease and non-lease components which are accounted for as a single lease component as we have elected the practical expedient. Some of our operating lease agreements include variable lease costs, primarily taxes, insurance, common area maintenance or increases in rental costs related to inflation. Substantially all of our equipment leases and some of our real estate leases have terms of less than one year and, as such, are accounted for as short-term leases as we have elected the practical expedient.
Operating leases are included in the right-of-use lease assets, other current liabilities and long-term lease liabilities on the Consolidated Balance Sheet. Right-of-use assets and lease liabilities are recognized at each lease’s commencement date based on the present values of its lease payments over its respective lease term. When a borrowing rate is not explicitly available for a lease, our incremental borrowing rate is used based on information available at the lease’s commencement date to determine the present value of its lease payments. Operating lease payments are recognized on a straight-line basis over the lease term. We had no financing leases as of March 31, 2024 and December 31, 2023.
The Company used a weighted average incremental borrowing rate of 5.70% to determine the present value of the lease payments. The weighted average remaining life of the lease was 2.81 years.
During the three months ended March 31, 2024, no new lease arrangements was entered, and accounted as per ASC Topic 842.
The Company excluded short-term leases (those with lease terms of less than one year at inception) from the measurement of lease liabilities or right-of-use assets. The following tables summarize the lease expense, as follows:
As of March 31, 2024, right-of-use assets were $1,095,077 and lease liabilities were $1,097,153.
As of December 31, 2023, right-of-use assets were $1,407,956 and lease liabilities were $1,411,226.
Components of Lease Expense
We recognize lease expense on a straight-line basis over the term of our operating leases, as reported within “general and administrative” expense on the accompanying consolidated statement of operations.
Future Contractual Lease Payments as of March 31, 2024
The below table summarizes our (i) minimum lease payments over the next five years, (ii) lease arrangement implied interest, and (iii) present value of future lease payments for the next three years ending March 31:
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Loan |
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Mar. 31, 2024 | |||||||||||||||||||||||||||||||||||||||
| Loan [Abstract] | |||||||||||||||||||||||||||||||||||||||
| LOAN | NOTE－ 13 LOAN
Schedule of loan
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Shareholders’ Deficit |
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| Shareholders’ Deficit [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SHAREHOLDERS’ DEFICIT | NOTE－14 SHAREHOLDERS’ DEFICIT
Authorized stock
The Company is authorized to issue two classes of stock. The total number of shares of stock which the Company is authorized to issue is 11,333,333 shares of capital stock, consisting of 6,333,333 shares of common stock, $0.0001 par value per share, and 5,000,000 shares of preferred stock, $0.0001 par value per share. On May 1, 2024, the Company effected a 1-for-15 reverse stock split of the issued and outstanding shares of the Company’s common stock. All share and per share information in these financial statements and its footnotes have been retroactively adjusted for the periods presented.
The holders of the Company’s common stock are entitled to the following rights:
Voting Rights: Each share of the Company’s common stock entitles its holder to one vote per share on all matters to be voted or consented upon by the stockholders. Holders of the Company’s common stock are not entitled to cumulative voting rights with respect to the election of directors.
Dividend Right: Subject to limitations under Nevada law and preferences that may apply to any shares of preferred stock that the Company may decide to issue in the future, holders of the Company’s common stock are entitled to receive ratably such dividends or other distributions, if any, as may be declared by the Board of the Company out of funds legally available therefor.
Liquidation Right: In the event of the liquidation, dissolution or winding up of our business, the holders of the Company’s common stock are entitled to share ratably in the assets available for distribution after the payment of all of the debts and other liabilities of the Company, subject to the prior rights of the holders of the Company’s preferred stock.
Other Matters: The holders of the Company’s common stock have no subscription, redemption or conversion privileges. The Company’s common stock does not entitle its holders to preemptive rights. All of the outstanding shares of the Company’s common stock are fully paid and non-assessable. The rights, preferences and privileges of the holders of the Company’s common stock are subject to the rights of the holders of shares of any series of preferred stock which the Company may issue in the future.
Common stock outstanding
As of March 31, 2024 and December 31, 2023, the Company had a total of 2,517,528 and 2,217,491 shares of its common stock issued and outstanding, respectively.
On February 10, 2021, the Company effected a 750 for 1 stock split of the issued and outstanding shares of the Company’s common stock. The number of authorized shares and par value remain unchanged. All share and per share information in this financial statements and footnotes have been retroactively adjusted for the periods presented, unless otherwise indicated, to give effect to the forward stock split.
On September 21, 2021, the Company effected a 1 for 2.5 stock split of the issued and outstanding shares of the Company’s common stock. The number of authorized shares and par value remain unchanged. All share and per share information in this financial statements and footnotes have been retroactively adjusted for the periods presented, unless otherwise indicated, to give effect to the reverse stock split.
On November 8, 2021, the Company entered into an underwriting agreement with Maxim Group LLC, related to the offering of 192,593 shares of the Company’s common stock (the “Firm Shares”), at a public offering price of $135.00 per share. Under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 45 days, to purchase an additional 236,111 shares of common stock (the “Option Shares”) to cover over-allotments. The Company’s common stock was listed on the Nasdaq Capital Market on November 9, 2021 and began trading on such date. The closing (the IPO Closing.) of the offering and sale of the Firm Shares and the sale of 236,111 Option Shares occurred on November 12, 2021. Aggregate gross proceeds from the closing related to the Firm Shares and the Option Shares was $26,000,001 and $2,124,999, respectively. The Company incurred expenses of $2,677,846 in connection with the IPO.
Upon the closing of the IPO, all outstanding shares of preferred stock series A, B, B-1, C and C-1 were automatically converted into 59,259 shares, 50,960 shares, 3,200 shares, 31,040 shares and 279,680 shares of the Company’s common stock for the value of $8,000,000, $3,412,503, $466,720, $8,353,373 and $5,536,832, respectively.
On May 1, 2024, the Company effected a 1-for-15 reverse stock split of the issued and outstanding shares of the Company’s common stock. The number of authorized shares has changed to 6,333,333 shares and par value remain unchanged. All share and per share information in these financial statements and its footnotes have been retroactively adjusted for the years presented, unless otherwise indicated, to give effect to the reverse stock split.
The forward stock split and reverse stock split described above had no effect on the stated value of the preferred stock, and the number of designated shares and outstanding shares of each series of preferred stock was unchanged in accordance with the respective certificate of designations. The number of authorized shares of preferred stock remained unchanged.
During the three months ended March 31, 2024 and 2023, the Company issued 133,333 and 13,072 shares of common stock to consultants in exchange for consulting services value at $330,000 and $460,000, respectively.
During the three months ended March 31, 2024 and 2023, the Company issued 0 and 7,277 shares of common stock to six of its employees as compensation valued at $0 and $200,000, respectively.
During the three months ended March 31, 2024 and 2023, the Company issued 0 and 52,229 shares of common stock for staff exercised options, at $23.70 per share, total amounting to $0 and $1,226,793, respectively.
Warrants
In August 2019, the Company issued 1,400 warrants to purchase 1,400 shares of its common stock to one employee as compensation for his services to the Company, at a fair value of $17,500. Each warrant is convertible into one share of common stock at an exercise price of $0.0015 per share. The warrants will expire on the second (2nd) anniversary of the initial date of issuance. As at December 31, 2019, none of the warrants have been exercised. 1,400 shares were fully exercised during the year ended December 31, 2020.
In December 2020, the Company issued a certain number of warrants pursuant to the Series C-1 Subscription Agreement. Each redeemable warrant allows the holder to purchase one C-1 preferred stock at a price of $6,300 per share. The warrants shall be exercisable on or before December 31, 2020, 2021 and 2022. During the year ended December 31, 2022, the Company issued 126 warrants.
In December 2020, a total of 56 warrants were exercised in exchange for 56 Series C-1 preferred stocks. (refer note 17 for details).
Below is a summary of the Company’s issued and outstanding warrants as of March 31, 2024 and December 31, 2023:
There is no intrinsic value for the warrants as of March 31, 2024 and December 31, 2023.
On April 19, 2021, the Company extended the expiry date of the Warrant issued to the Series C-1 Preferred Stockholder by six months from June 30, 2021 to December 31, 2021. Further, on November 16, 2021, the Company extended the expiry date of the Warrant issued to the Series C-1 Preferred Stockholder by six months from December 31, 2021 to June 30, 2022. The Company considered this warrant as permanent equity per ASC Topic 815-40-35-2, the warrants would not be marked to market at each financial reporting date. However, where there is a subsequent change in assumptions related warrants (in the instant case, an extension of the expiration date of the warrants), the difference between the amount originally recorded and the newly calculated amount, based upon the changed assumptions, is determined and the difference between the before and after valuation is recorded as an expense, with the corresponding credit to additional paid-in capital. No additional warrants modification expense were recorded as of March 31, 2024 and December 31, 2023, respectively.
The Company determined the fair value using the Black-Scholes option pricing model with the following assumptions.
Schedule of Stock options assumptions
The Company considered 25% volatility as from inception through the date of the Company common stocks.
Director’s Stock option
On December 8, 2021, the Board of Directors approved a grant to Dennis Nguyen of a 10-year stock option to purchase 129,685 shares of common stock at an exercise price of $97.35 per share that are vested and are exercisable at any time.
Schedule of Stock Option
The total fair value of options vested during the three months ended March 31, 2024 and 2023 was $0.
The Company determined the fair value using the Black-Scholes option pricing model with the following assumptions for the three months ended March 31, 2024 and 2023:
Director’s stock awards
The Company issued 54,330 shares of its common stock on September 1, 2021 (“start date”) of which 43,464 shares shall be subject to vesting. The shares shall vest in accordance with the following vesting schedule: 10,866 vesting shares will vest every six-months for a two-year period from the start date, with the first vesting date being March 1, 2022. For the three months ended March 31, 2024 and 2023, the Company recognized the amortization of stock compensation expense of $0 and $346,500, respectively. |
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Preferred Stocks and Warrants |
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| Preferred Stocks And Warrants [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| PREFERRED STOCKS AND WARRANTS | NOTE－15 PREFERRED STOCKS AND WARRANTS
As of March 31, 2024 and December 31, 2023, the Company’s preferred stocks have been designated as follow:
All of the Series A, B, B-1, C, and C-1 Preferred Shares were issued at a value of respective stated value per share. These all Series of Preferred Shares contain a conversion option, are convert into a fixed number of common shares or redeemable with the cash repayment at the liquidation, so as a result of this liquidation preference, under U.S GAAP, the Company has classified the all these Series of Preferred Shares within mezzanine equity in the consolidated balance sheet.
Series X Super Voting Preferred Stock was issued a par value per share. This Series of Preferred Shares does not contain a conversion option, so as a result of this liquidation preference, under U.S GAAP, the Company has classified the this Series of Preferred Shares within permanent equity in the consolidated balance sheet.
Voting Rights: (1) The affirmative vote of at least a majority of the holders of each series of preferred stock shall be necessary to:
(2) The affirmative vote of at least a majority of the holders of the shares of the Series A Preferred Stock shall be necessary to:
Dividend Rights: The holders of the Company’s preferred stock are not entitled to any dividend rights.
Conversion Rights (Series A Preferred Stock): Upon the consummation of this offering, the issued and outstanding shares of Series A Preferred Stock automatically convert into a number of shares of the Company’s common stock equal to the quotient obtained by dividing (x) the aggregate Stated Value of the issued and outstanding Series A Preferred Stock plus any other amounts due to the holders thereof divided by (y) the offering price of the Company’s common stock. If 90 days after conversion, the closing market price of the Company’s common stock as quoted on Nasdaq (the “Market Value”) has decreased below the initial public offering price, each holder of the Series A Preferred Stock shall be issued a warrant to purchase a number of shares of the Company’s common stock equal to 40% of the quotient of the (a) aggregate Stated Value held by such holder before conversion at the initial public offering price and the Market Value of the shares of common stock that were issuable upon conversion divided by (b) the Market Value. The warrants shall have a term of five years and shall be exercisable at the Market Value.
Conversion Rights (Preferred Stock other than Series A and Series X Super Voting Preferred Stock): Upon the consummation of this offering, each issued and outstanding share of Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock and Series C-1 Preferred Stock will automatically convert into 750 shares of the Company’s common stock. Series X Super Voting Preferred stock shall not have any rights to convert into the Company’s common stock.
Liquidation Rights: In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary (a “Liquidation Event”), the holders of each series of preferred stock shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Company to the holders of the Company’s common stock by reason of their ownership thereof, an amount per share in cash equal to the greater of (x) the aggregate Stated Value for all shares of such series of Preferred Stock then held by then or (y) the amount payable per share of the Company’s common stock which such holder of preferred stock would have received if such holder had converted to common stock immediately prior to the Liquidation Event all of such series of preferred stock then held by such holder (the “Series Stock Liquidation Preference”). If, upon the occurrence of a Liquidation Event, the funds thus distributed among the holders of the preferred stock shall be insufficient to permit the payment to the holders of the preferred stock the full Series Stock Liquidation Preference for all series, then the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the holders of the preferred stock in proportion to the aggregate Series Liquidation Preferences that would otherwise be payable to each of the holders of preferred stock. Such payment shall constitute payment in full to the holders of the preferred stock upon the Liquidation Event. After such payment shall have been made in full, or funds necessary for such payment shall have been set aside by the Company in trust for the account of the holders of preferred stock, so as to be immediately available for such payment, such holders of preferred stock shall be entitled to no further participation in the distribution of the assets of the Company. The sale of all or substantially all of the assets of the Company, or merger, tender offer or other business combination to which the Company is a party in which the voting stockholders of the Company prior to such transaction do not own a majority of the voting securities of the resulting entity or by which any person or group acquires beneficial ownership of 50% or more of the voting securities of the Company or resulting entity shall be deemed to be a Liquidation Event.
Other Matters: The holders of the Company’s preferred stock have no subscription or redemption privileges and are not subject to redemption. The Company’s Series Preferred Stock does not entitle its holders to preemptive rights. All of the outstanding shares of the Company’s preferred stock are fully paid and non-assessable.
Series A Preferred Shares
No Series A Preferred Stocks were issued during the three months ended March 31, 2024 and 2023.
Upon the IPO Closing, all outstanding shares of Series A Preferred Stocks were automatically converted into 888,889 shares of the Company’s common stock valued at $8,000,000, equal to approximately $9 per share.
As of March 31, 2024 and December 31, 2023, there were no shares of Series A Preferred Stocks issued and outstanding, respectively.
Series B Preferred Stocks
No Series B Preferred Stocks were issued during the three months ended March 31, 2024 and 2023.
Upon the IPO Closing, all outstanding shares of Series B Preferred Stock were automatically converted into 764,400 shares of the Company’s common stock valued at $3,412,503, equal to approximately $4.46 per share.
As of March 31, 2024 and December 31, 2023, there were no shares of Series B Preferred Stocks issued and outstanding, respectively.
Series B-1 Preferred Shares
No Series B-1 Preferred Stocks issued during the three months ended March 31, 2024 and 2023.
Upon the IPO Closing, all outstanding shares of Series B-1 Preferred Stocks were automatically converted into 48,000 shares of the Company’s common stock valued at $466,720, equal to approximately $9.72 per share.
As of March 31, 2024 and December 31, 2023, no shares of Series B-1 Preferred Stocks issued and outstanding, respectively.
Series C Preferred Shares
No Series C Preferred Stocks were issued during the three months ended March 31, 2024 and 2023.
Upon the IPO Closing, all outstanding shares of Series C Preferred Stocks were automatically converted into 465,600 shares of the Company’s common stock valued at $8,353,373, equal to approximately $17.9 per share.
As of March 31, 2024 and December 31, 2023, there were no shares of Series C Preferred Stocks issued and outstanding, respectively.
Series C-1 Preferred Shares
No Series C-1 Preferred Stocks were issued during the three months ended March 31, 2024 and 2023.
The Company accounts for warrants issued in accordance with the guidance on “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity” in Topic 480. These warrants did not meet the criteria to be classified as a liability award and therefore were treated as an equity award and classified the Series C-1 Preferred Stocks within mezzanine equity in the consolidated balance sheet.
Upon the IPO Closing, all outstanding shares of Series C-1 Preferred Stocks were automatically converted into 4,195,200 shares of the Company’s common stock valued at $5,536,832, equal to approximately $1.21 per share.
As of March 31, 2024 and December 31, 2023, there were no shares of Series C-1 Preferred Stocks issued and outstanding, respectively.
Series X Super Voting Preferred Shares
No Series X Preferred Stocks were issued during the three months ended March 31, 2024 and 2023.
In August 2021, the Company created a new series of preferred stock titled “Series X Super Voting Preferred Stock”, at par value, consisting of 2,000 shares. The Series X Super Voting Preferred Stock carries certain rights and privileges including but not limited to the right to 4,000 votes per share) to vote on all matters that may come before the stockholders of the Corporation, voting together with the common stock as a single class on all matters to be voted or consented upon by the stockholders but is not entitled to any dividends, liquidation preference or conversion or redemption rights. The Series X Super Voting Preferred Stock is accounted for as an equity classification.
As of March 31, 2024 and December 31, 2023, there were 3,500 and 3,500 shares of Series X Super Voting Preferred Stocks issued and outstanding, respectively. |
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Treasury Stock |
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| TREASURY STOCK | NOTE－ 16 TREASURY STOCK
On January 25, 2023, the Board of Directors (“Board”) authorized a $2,000,000 share repurchase program. The following table presents information with respect to repurchases of common stock during the three months ended and March 31, 2024 and 2023:
As of March 31, 2024 and December 31, 2023, we had up to $1,813,218 and $1,214,475 of the share repurchase program available, respectively. Under the share repurchase program, repurchases can be made from time to time using a variety of methods, which may include open market purchases, privately negotiated transactions or otherwise, all in accordance with the rules of the SEC and other applicable legal requirements. The timing and amount of any shares of our common stock that are repurchased under the share repurchase program will be determined by our management based on market conditions and other factors. The share repurchase program does not obligate us to acquire any particular amount of common stock, and may be modified, suspended or discontinued at any time or from time to time at our discretion. |
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| INCOME TAXES | NOTE－ 17 INCOME TAXES
For the three months ended March 31, 2024 and 2023, the local (“Nevada”) and foreign components of loss before income taxes were comprised of the following:
The provision for income taxes consisted of the following:
The effective tax rate in the years presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rate. The Company operates in various countries that are subject to taxes in the jurisdictions in which they operate, as follows:
United States
The Company is registered in the Nevada and is subject to the tax laws of United States.++
As of March 31, 2024, the operation in the United States incurred $34,558,206 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards has no expiration. The Company has provided for a full valuation allowance against the deferred tax assets of $7,257,223 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.
Singapore
The Company’s subsidiary is registered in the Republic of Singapore and is subject to the tax laws of Singapore.
As of March 31, 2024, the operation in the Singapore incurred $11,499,213 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards has no expiration. The Company has provided for a full valuation allowance against the deferred tax assets of $1,954,866 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.
Vietnam
The Company’s subsidiary operating in Vietnam is subject to the Vietnam Income Tax at a standard income tax rate of 20% during its tax year.
As of March 31, 2024, the operation in the Vietnam incurred $5,277,875 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards begin to expire in 2026, if unutilized. The Company has provided for a full valuation allowance against the deferred tax assets of $1,055,575 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.
India
The Company’s subsidiary operating in India is subject to the India Income Tax at a standard income tax rate of 25% during its tax year.
As of March 31, 2024, the operation in the India incurred $2,564 of net operating gain. The Company has provided for a full tax effect allowance against the current and deferred tax expenses of $641.
Indonesia
The Company’s subsidiary is registered in Indonesia and is subject to the tax laws of Indonesia.
As of March 31, 2024, the Company’s subsidiary operations in Indonesia incurred $423,101 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards have no expiration. The Company has provided for a full valuation allowance against the deferred tax assets of $93,082 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.
Philippines
The Company’s subsidiary is registered in the Philippines and is subject to the tax laws of the Philippines.
As of March 31, 2024, the Company’s subsidiary operations in Philippines incurred $1,063,144 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards have no expiration. The Company has provided for a full valuation allowance against the deferred tax assets of $265,786 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.
Thailand
The Company’s subsidiary is registered in Thailand and is subject to the tax laws of Thailand.
As of March 31, 2024, the Company’s subsidiary operations in Thailand incurred $411,246 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards have no expiration. The Company has provided for a full valuation allowance against the deferred tax assets of $82,249 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.
Malaysia
The Company’s subsidiary is registered in Malaysia and is subject to the tax laws of Malaysia.
As of March 31, 2024, the operation in the Malaysia incurred $20,199 of net operating gain. The Company has provided for a full tax effect allowance against the current and deferred tax expenses of $4,848.
Deferred tax assets and liabilities are recognized for future tax consequences between the carrying amounts of assets and liabilities and their respective tax basis using enacted tax rates in effect for the tax year in which the differences are expected to reverse. Significant deferred tax assets and liabilities of the Company as of March 31, 2024 and December 31, 2023 consist of the following:
Schedule of Deferred Tax Assets and Liabilities
The Internal Revenue Code includes a provision, referred to as Global Intangible Low-Taxed Income (“GILTI”), which provides for a 10.5% tax on certain income of controlled foreign corporations. We have elected to account for GILTI as a period cost if and when occurred, rather than recognizing deferred taxes for basis differences expected to reverse.
The Company is subject to taxation in the U.S. and various foreign jurisdictions. U.S. federal income tax returns for 2018 and after remaining open to examination. We and our subsidiaries are also subject to income tax in multiple foreign jurisdictions. Generally, foreign income tax returns after 2017 remain open to examination. No income tax returns are currently under examination. As of March 31, 2024 and December 31, 2023, the Company does not have any unrecognized tax benefits, and continues to monitor its current and prior tax positions for any changes. The Company recognizes penalties and interest related to unrecognized tax benefits as income tax expense. For the three months ended March 31, 2024 and 2023, there were penalties or interest recorded in income tax expense. |
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Pension Costs |
3 Months Ended |
|---|---|
Mar. 31, 2024 | |
| Pension Costs [Abstract] | |
| PENSION COSTS | NOTE－ 17 PENSION COSTS
The Company is required to make contribution to their employees under a government-mandated defined contribution pension scheme for its eligible full-times employees in all countries operating in the Company. The Company is required to contribute a specified percentage of the participants’ relevant income based on their ages and wages level. During the three months ended March 31, 2024 and 2023, $80,389 and $92,206 contributions were made accordingly. |
Related Party Transactions |
3 Months Ended |
|---|---|
Mar. 31, 2024 | |
| Related Party Transactions [Abstract] | |
| RELATED PARTY TRANSACTIONS | NOTE－ 18 RELATED PARTY TRANSACTIONS
From time to time, a shareholder and director of the Company advanced funds to the Company for working capital purposes. Those advances are unsecured, non-interest bearing and due on demand.
The Company paid to the director and key management personnel, the total salaries of $251,732 and $242,500 during the three months ended March 31, 2024 and 2023, respectively.
The Company issued 159,032 shares of Common stock, at the price of $552,522 for the stock based compensation to a key management personnel during the year ended March 31, 2023.
The Company accrued 352,845 shares to directors and key management personnel, the total share option of $1,560,351 during the three months ended March 31, 2023.
The Company’s subsidiary paid their officer, total professional fee of $2,405 and $2,624 during the three months ended March 31, 2024 and 2023, respectively.
The Company paid and accrued to its shareholders, total professional fee of $200,000 and $155,417 during the three months ended March 31, 2023. Including in the above the Company issued 196,078 shares of $200,000 during the three months ended March 31, 2023.
Apart from the transactions and balances detailed elsewhere in these accompanying consolidated unaudited condensed financial statements, the Company has no other significant or material related party transactions during the periods presented. |
Concentrations of Risk |
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| Concentrations of Risk [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| CONCENTRATIONS OF RISK | NOTE－19 CONCENTRATIONS OF RISK
The Company is exposed to the following concentrations of risk:
(a) Major customers
For the three months ended March 31, 2024 and 2023, respectively, the customers who accounted for 10% or more of the Company’s revenues and its outstanding receivable balances at period-end dates, are presented as follows:
(b) Major vendors
For the three months ended March 31, 2024, the vendors who accounts for 10% or more of the Company’s cost of revenue and its outstanding payable balance as at period-end date, are presented as follows:
For the three months ended March 31, 2023, there is no vendor accounts for 10% or more of the Company’s cost of revenue as at period-end dates.
(c) Credit risk
Financial instruments that are potentially subject to credit risk consist principally of trade receivables. The Company believes the concentration of credit risk in its trade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors affecting the credit risk of specific customers, historical trends and other information.
(d) Exchange rate risk
The reporting currency of the Company is US$, to date the majority of the revenues and costs are denominated in VND, SGD, PHP, INR, IDR, MYR and THB and a significant portion of the assets and liabilities are denominated in VND, SGD, INR, IDR, MYR and THB. As a result, the Company is exposed to foreign exchange risk as its revenues and results of operations may be affected by fluctuations in the exchange rate between US$ and VND, SGD, PHP, INR, IDR, MYR and THB. If VND, SGD, PHP, INR, IDR, MYR and THB depreciate against US$, the value of VND, SGD, PHP, INR IDR, MYR and THB revenues and assets as expressed in US$ financial statements will decline. The Company does not hold any derivative or other financial instruments that expose to substantial market risk.
(e) Economic and political risks
The Company’s operations are conducted in the Republic of Vietnam. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in the Vietnam, and by the general state of the Vietnam economy.
The Company’s operations in the Vietnam and India are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in Vietnam and India, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation. |
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Commitments and Contingencies |
3 Months Ended |
|---|---|
Mar. 31, 2024 | |
| Commitments and Contingencies [Abstract] | |
| COMMITMENTS AND CONTINGENCIES | NOTE－20 COMMITMENTS AND CONTINGENCIES
As of March 31, 2024, the Company had no material commitments or contingencies.
Litigation
The Company is currently litigating three cases pending in the Supreme Court for the State of New York, New York County.
Two cases are employment actions filed by former employees who seek compensation alleged to be due pursuant to agreements with the Company. Both of the employees are represented by the same counsel and filed their cases in the Supreme Court of the State of New York, County of New York, in December 2019.
In one of those actions, brought by Rahul Narain, a former employee claims entitlement to compensation and a bonus totaling $566,000 and 130-195 shares of Company common stock, together with costs. For the 130 shares he contends were not delivered, he alleges damages of approximately $750,000. The Company responded to the complaint and also asserted counterclaims in the proceeding for $1,500,000 to $4,000,000 plus punitive damages, together with interest and costs, arising from, inter alia, the former employee’s breach of contract, unfair competition, misappropriation of trade secrets and breach of fiduciary duty. The former employee has responded to the Company’s counterclaims and discovery has been conducted. The discovery phase is now over. The Company filed a motion for partial summary judgment to dismiss Rahul Narain’s claims for damages associated with the 130-195 shares of the Company’s common stock. Rahul Narain has filed a motion for partial summary judgment on his claims for compensation and for damages he alleges associated with his contention that the Company did not deliver the shares of common stock under a warrant. In that motion he seeks the monetary value of that stock, which he contends is $749,190 plus interest, and also seeks partial summary judgment for his claim seeking $566,000 in compensation, specifically to the motion, he seeks $60,000. His motion also seeks to dismiss the Company’s counterclaims. Rahul Narain has also filed a motion in limine to preclude the Company’s expert witness as to damages for some of the Company’s counterclaims. The Court denied the Company’s motion for summary judgment and granted Mr. Narain’s motion for summary judgment on his claims on the warrant and for a portion of his salary, giving him a recovery of $749,190 plus interest as of September 4, 2019 and for his salary of $10,000 per month for the months of September, October, and November of 2023 plus interest, and denied the remainder of his motion, including those portions seeking to dismiss the Company’s counterclaims and to preclude the Company’s expert witness. The Company has filed a Notice of Appeal of this decision and has also filed a motion to reargue the decision. Following the grant of partial summary judgment, a judgment was entered in the office of the Clerk of the Supreme Court in the amount of $1,082,078.91. Subsequently, Mr. Narain served a restraining notice on the Company and has made a motion to appoint a receiver to sell Thoughtful Media Group Inc. and NusaTrip Inc. and disburse proceeds to Mr. Narain sufficient to satisfy the judgment, granting the receiver the right to retain counsel and bankers and to pay them from the proceeds of such sale, or in the alternative, directing the Company to pay Mr. Narain from the sale of any of its assets to satisfy the judgment and enjoining the company from diverting those funds to anyone else until the judgment is satisfied. The Company bonded the judgment and therefore the Court denied the motion without prejudice. In that same Order, the Court denied the Company’s motion to reargue Mr. Narain’s motion for partial summary judgment. Finally, the parties recently attempted to mediate their claims before the Appellate Division, First Department, however such efforts did not result in a settlement. The Company intends to continue to defend Mr. Narain’s claims vigorously.
In the other employment action, brought by Thomas O’Connor, a former employee, and CVO Advisors Pte. Ltd., involves claims of entitlement to salary payments and expense reimbursement in the amount of $122,042.60, plus liquidated damages, together with costs. This former employee also made claims based on a failure to deliver between 1,721 and 2,536 shares of the Company’s common stock. For the 1,721 shares of stock which he contends were not delivered, he alleges damages of $9,918,000. In addition, this action also includes claims by a plaintiff-entity alleging entitlement to $8 million in shares of the Company’s Series A Preferred stock. The Company responded to the complaint and also asserted counterclaims against the former employee in the proceeding for $1,500,000 to $2,000,000 plus punitive damages, together with costs, arising from, inter alia, the former employee’s breach of contract, breach of fiduciary duty, tortious interference and fraud. The former employee has responded to the Company’s counterclaims and this action is still in the discovery phase of litigation. Thomas O’Connor has filed a motion to strike the Company’s answer and counterclaims or in the alternative precluding Society Pass from offering evidence or for a Conditional Order for production. Thomas O’Connor has also filed a motion for partial summary judgment on his cause of action regarding the 1,721 shares of stock that were allegedly not delivered and is seeking the cash value of those shares. The Court granted that motion in part, deciding that Mr. O’Connor validly exercised 1,148 shares under the subject warrant. The Court denied that portion of the motion as it relates to the value of those shares. Mr. O’Connor has not retained an expert to testify as to their value. The Company has retained an expert who has determined the value of the shares to be significantly less than alleged and issued a report of his opinions. CVO has filed a motion for summary judgment on its claim for the $8,000,000 worth of Series A Preferred Stock, seeking the alleged cash value of those shares. The Company has opposed that motion, and the motion was denied. In addition, the Company has appealed the grant of the motion on liability and Mr. O’Connor has appealed the denial of the motion on the damages portion. The Company filed a Notice of Appeal with respect to same. In addition, Mr. O’Connor had filed a motion to restrain and enjoin the company from transferring or otherwise disposing any of its assets, including but not limited to extraordinary cash or equity/option payouts to its directors and officers and from transferring or otherwise disposing any of its operating assets, including but not limited to Thoughtful Media Group Inc., NusaTrip Inc., and any other of the Company’s majority owned corporate subsidiaries. The motion was denied, but granted in part to the extent that the Company must promptly inform Mr. O’Connor of any agreement(s) to sell its subsidiaries. The Court also scheduled a valuation hearing for the shares granted in Mr. O’Connor’s motion for summary judgment which will take place on May 29 and 30 of 2024. Mr. O’Connor has made a motion in limine to preclude the Company’s expert from testifying at such valuation hearing, which has been denied.
The third case was brought by the Company against former employees Mr. Narain and Mr. O’Connor, in addition to two companies they started, operating under the name Growth Hero. The Company commenced this action on May 18, 2023. The Company alleges, inter alia, that Narain, O’Connor, and Growth Hero misappropriated the Company’s intellectual property and alleges other related torts pertaining to the business conducted by Growth Hero. The Company brought claims sounding in breach of contract, breach of the implied covenant of good faith and fair dealing, misappropriation of trade secrets, unfair competition, breach of fiduciary duties, violation of the Stored Communication Act, and for a permanent injunction. The Company seeks damages in an amount to be determined at trial. The Company has filed a motion to extend the time to service of process on Mr. O’Connor and the corporate entities and for leave to serve them via email, and has also initiated a Hague Convention application for international service upon them. The motion was granted to the extent that the Company’s time to serve Mr. O’Connor has been extended, without prejudice to renew. Rahul Narain has been served with process and has made a motion to dismiss the claims against him. The Company has submitted an opposition to this motion. The motion was granted due to the Court’s opinion that the claims set forth against Mr. Narain in this case were the same as the counterclaims asserted against Mr. Narain in his lawsuit against the Company.
The Company disputes each claim in the above referenced matters and intends to defend the pending actions noted above. The ultimate outcome of any damages that may become payable if its defence is unsuccessful in whole or in part is not probable nor estimable at this time. While the Company feels confident in its defence of these pending matters, there can be no assurance that it will prevail and that any damages that may be awarded will not be material to the results of operations or financial condition of the Company.
The Company does not believe any of the foregoing actions will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results. |
Subsequent Events |
3 Months Ended |
|---|---|
Mar. 31, 2024 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | NOTE－21 SUBSEQUENT EVENTS
In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before unaudited condensed financial statements are issued, the Company has evaluated all events or transactions that occurred after March 31, 2024, up through May 15, 2024, the Company issued the unaudited condensed consolidated financial statements.
The Company filed a Certificate of Change of the Company with the Secretary of State of the State of Nevada (the “Certificate of Amendment”) to effect a 1-for-15 reverse stock split (the “reverse stock split”) of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), which will become effective when the market opens on May 1, 2024, with the Common Stock trading on a reverse stock split-adjusted basis on the Nasdaq Capital Market.
Total treasury stock of 64,439 amounted $186,782 as at March 31, 2024 has been fully resale back to market during the period from April 1, 2024 to May 2, 2024.
On May 9, 2024 and effective as of such date, the Company filed a Certificate of Amendment to Designation (the “Designation Amendment”) with the Nevada Secretary of State to amend the Certificate of Designation of Series X Super Voting Preferred Stock (the “Certificate of Designation”) to increase the number of authorized shares of Series X Super Voting Preferred Stock from 3,500 to 10,000. |
Pay vs Performance Disclosure - USD ($) |
3 Months Ended | |
|---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
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| Pay vs Performance Disclosure | ||
| Net Income (Loss) | $ (2,839,925) | $ (5,294,927) |
Insider Trading Arrangements |
3 Months Ended |
|---|---|
Mar. 31, 2024 | |
| Trading Arrangements, by Individual | |
| Rule 10b5-1 Arrangement Adopted | false |
| Non-Rule 10b5-1 Arrangement Adopted | false |
| Rule 10b5-1 Arrangement Terminated | false |
| Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy (Policies) |
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| Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Basis of presentation |
The Company has prepared the accompanying unaudited condensed financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These financial statements are unaudited and, in our opinion, include all adjustments consisting of normal recurring adjustments and accruals necessary for a fair presentation of our condensed balance sheets, statements of operations and other comprehensive loss, statements of stockholders’ deficit and cash flows for the periods presented. Operating results for the periods presented are not necessarily indicative of the results that may be expected for any subsequent quarter or for the full year ending December 31, 2024 due to various factors. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been omitted in accordance with the rules and regulations of the SEC. These condensed consolidated financial statements should be read in conjunction with the 2023 audited financial statements and accompanying notes filed with the SEC. |
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| Emerging Growth Company |
We are an “emerging growth company” under the JOBS Act. For as long as we are an “emerging growth company,” we are not required to: (i) comply with any new or revised financial accounting standards that have different effective dates for public and private companies until those standards would otherwise apply to private companies, (ii) provide an auditor’s attestation report on management’s assessment of the effectiveness of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (iii) comply with any new requirements adopted by the Public Company Accounting Oversight Board (“PCAOB”) or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer or (iv) comply with any new audit rules adopted by the PCAOB after April 5, 2012, unless the SEC determines otherwise. However, we have elected to “opt out” of the extended transition period discussed in (i) and will therefore comply with new or revised accounting standards on the applicable dates on which the adoption of such standards are required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of such extended transition period for compliance with new or revised accounting standards is irrevocable. |
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| Use of estimates and assumptions |
In preparing these consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the years reported. Actual results may differ from these estimates. If actual results significantly differ from the Company’s estimates, the Company’s financial condition and results of operations could be materially impacted. Significant estimates in the period include the allowance for doubtful accounts on accounts receivable, the incremental borrowing rate used to calculate right of use assets and lease liabilities, valuation and useful lives of intangible assets, impairment of long-lived assets, valuation of common stock and stock warrants, stock option valuations, imputed interest on amounts due to related parties, inventory valuation, revenue recognition, the allocation of purchase consideration in business combinations, and deferred tax assets and the related valuation allowance.
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| Basis of consolidation |
The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company balances and transactions have been eliminated upon consolidation. |
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| Business combination |
The Company follows Accounting Standards Codification (“ASC”) ASC Topic 805, Business Combinations (“ASC 805”) and ASC Topic 810, Consolidation (“ASC 810”). ASC Topic 805 requires most identifiable assets, liabilities, non-controlling interests, and goodwill acquired in a business combination to be recorded at “fair value.” The statement applies to all business combinations. Under ASC 805, all business combinations are accounted for by applying the acquisition method. Accounting for the resulting goodwill requires significant management estimates and judgment. Management performs periodic reviews of the carrying value of goodwill to determine whether events and circumstances indicate that an impairment in value may have occurred. A variety of factors could cause the carrying value of goodwill to become impaired. A write-down of the carrying value of goodwill could result in a non-cash charge, which could have an adverse effect on the Company’s results of operations. |
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| Non-controlling interest |
The Company accounts for non-controlling interests in accordance with ASC Topic 810, which requires the Company to present non-controlling interests as a separate component of total shareholders’ equity on the consolidated balance sheets and the consolidated net loss attributable to its non-controlling interest be clearly identified and presented on the face of the consolidated statements of operations and comprehensive loss. |
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| Segment reporting |
ASC Topic 280, Segment Reporting (“Topic 280”) establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in consolidated financial statements. The Company currently operates in six reportable operating segments: (i) Online Grocery and Food and Groceries Deliveries, (ii) Digital marketing, (iii) Online ticketing and reservation, (iv) Telecommunications Reseller, (v) e-Commerce, and (vi) Merchant Point of Sale (“merchant POS”). |
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| Cash and cash equivalents |
Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. As of March 31, 2024 and December 31, 2023, the cash and cash equivalents excluded restricted cash amounted to $1,619,232 and $3,628,670, respectively. The Company currently has bank deposits with financial institutions in the U.S. which exceed FDIC insurance limits. FDIC insurance provides protection for bank deposits up to $250,000, so there were uninsured balance of $0 and $83,152 as of March 31, 2024 and December 31, 2023, respectively. In addition, the Company has uninsured bank deposits of $1,490,347 and $3,262,161 with a financial institution outside the U.S as of March 31, 2024 and December 31, 2023, respectively. All uninsured bank deposits are held at high quality credit institutions. |
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| Restricted cash |
Restricted cash refers to cash that is held by the Company for specific reasons and is, therefore, not available for immediate ordinary business use. The restricted cash represented fixed deposit maintained in bank accounts that are pledged. As of March 31, 2024 and December 31, 2023, the restricted cash amounted to $54,000 and $95,312, respectively.
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| Accounts receivable |
Accounts receivables are recorded at the amounts that are invoiced to customers, do not bear interest, and are due within contractual payment terms, generally 30 to 90-days from completion of service or the delivery of a product. Credit is extended based on an evaluation of a customer’s financial condition, the customer’s creditworthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. Quarterly, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company records bad debt expense and records an allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For receivables that are past due or not being paid according to payment terms, appropriate actions are taken to pursue all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance for doubtful accounts after all means of collection have been exhausted and the potential for recovery is considered remote. Currently, the Company does not have any off-balance-sheet credit exposure related to its customers, and as of both March 31, 2024 and December 31, 2023, there was need for allowance for doubtful accounts. |
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| Inventories |
Inventories are stated at the lower of cost or net realizable value, cost being determined on a first-in-first-out method. Costs include hardware equipment and peripheral costs which are purchased from the Company’s suppliers as merchandized goods. The Company provides inventory allowances based on excess and obsolete inventories determined principally by customer demand. No allowance for obsolete inventories was recorded by the Company during the three months ended March 31, 2024 and 2023. The inventories amounted to $379,736 and $431,483 at March 31, 2024 and December 31, 2023, respectively. |
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| Prepaid expenses |
Prepaid expenses represent payments made in advance for products or services to be received in the future and are amortized to expense on a ratable basis over the future period to be benefitted by that expense. The benefits associated with the products or services are considered current assets if they are expected to be used during the next twelve months and are considered non-current assets if they are expected to be used over a period greater than one year. |
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| Property, plant and equipment |
Plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:
Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations. |
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| Impairment of long-lived assets |
In accordance with the provisions of ASC Topic 360, “Impairment or Disposal of Long-Lived Assets”, all long-lived assets such as plant and equipment and intangible assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. There has been no impairment charge for the three months period ended March 31, 2024 and 2023 presented.
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| Revenue recognition |
The Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). Under ASU 2014-09, the Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:
The Company generates its revenues from a diversified a mix of e-commerce activities that correspond to our six business segments (business to consumer or “B2C”), grocery and food delivery (B2C), telecommunication reseller (B2C), online ticketing and reservations (B2C) and the services providing to merchants for their business growth (business to business or “B2B”), digital marketing (B2B) and online ticketing and reservations (B2B). The Company’s performance obligations include providing connectivity between merchants and consumers, generally through an online ordering platform. The platform allows merchants to create an account, display a menu and track their sale reports on the merchant facing application. The platform also allows the consumers to create an account and order from merchants on the consumer facing application. The platform allows a delivery company to accept an online delivery request and deliver or ship an order from a merchant to customer. Lifestyle The Company has developed an online lifestyle platform (the “Lifestyle Platform”) under its own brand name of “Leflair” to enable consumers to purchase high-end brands in many categories. Using the Company’s smart search engine, consumers search or review their favorite brands among hundreds of choices in various categories, including Apparel, Bags & Shoes, Accessories, Health & Beauty, Home & Lifestyle, International, Women, Men and Kids & Babies categories. The Lifestyle Platform also allows customers to order from hundreds of vendor choices with personalized promotions based on their individual purchase history and location. The platform has also partnered with a Vietnam-based delivery company, Amilo, to offer seamless delivery of product from merchant to consumer’s home or office at the touch of a button. Consumers can place orders for delivery or can collect their purchases at the Company’s logistics center. Grocery and Food Delivery Other online platforms include online platforms in Vietnam, under the brand name of “Handycart”, and Philippines, under the brand names of “Pushkart” and “Mangan”, to enable the consumers to purchase meals from restaurants and food from local grocery and food merchants and deliver to them in their area. This business segment has been progressively ceasing yet the Company has maintained ongoing involvement in specific operational activities during the three months period ended March 31, 2024.
Telecommunications The Company operates a Singapore-based online telecommunication reseller platform under brand name of “Gorilla” to enable the consumers to subscribe local mobile data and overseas internet data in different subscription package. Established in Singapore in 2019, Gorilla utilizes blockchain and Web3 technology to operate a MVNO for its users in South East Asia (SEA). With network coverage to over 150 countries, Gorilla offers a full suite of mobile communication services such as local calls, international roaming, data, and SMS texting. More importantly, Gorilla enables its customers to convert unused mobile data into digital assets or Gorilla GO Tokens through its innovative proprietary blockchain-based SwitchBack feature. Gorilla GO Tokens in turn can be redeemed for eVouchers, to offset future bills, or be redeemed for other value-added services. Please visit https://gorilla.global/ for more information. During the financial period ended March 31, 2024, the Company ceased its local mobile data service operation due to business restructuring to refocus on overseas internet data services. Digital Marketing The acquisition of a digital media platform, TMG, amplifies the reach and engagement of the Company’s e-commerce ecosystem and retail partners. Originally founded in 2010, TMG today creates and distributes digital advertising campaigns across its multi-channel network in both SEA and the US. With its intimate knowledge of local markets, digital marketing technology tools and social commerce business focus, advertisers leverage TMG’s wide influencer network throughout SEA to market and sell advertising inventory exclusively with specific placement and effect. As a result, Thoughtful Media’s content creator partners earn a larger share of advertising revenues from international consumer brands. Thoughtful Media’s data-rich multi-channel network has uploaded over 675,000 videos with over 80 billion video views. The current network of 263 YouTube channels has onboarded over 85 million subscribers with an average monthly viewership of over 600 million views. Travel The Company purchased the NusaTrip Group, a leading Jakarta-based Online Travel Agency (“OTA”) in Indonesia and across SEA. The NusaTrip acquisition extended the Company’s business reach into SEA regional travel industry and marked the Company’s first foray into Indonesia. Established in 2013 as the first Indonesian OTA accredited by the International Air Transport Association, NusaTrip pioneered offering a comprehensive range of airlines and hotels to Indonesian corporate and retail customers. With its first mover advantage, NusaTrip has onboarded over 1.2 million registered users, over 500 airlines and over 200,000 hotels around the world as well as connected with over 80 million unique visitors. During the year, NusaTrip Group also acquired two Vietnam based companies having branding name of “VLeisure” and “VIT” selling air ticket, hotel reservation and providing hotel management software to local market. The Company’s e-Commerce business is primarily conducted using Leflair’s Lifestyle Platform, as follows:
During the three months ended March 31, 2024 and 2023, the Company generated revenue of $20,728 and $223,517, respectively, in the Lifestyle sector. The Company’s Merchant POS offers both software and hardware products and services to vendors, as follows:- Software sales consist of:
During the three months ended March 31, 2024 and 2023, the Company generated revenue of $0 and $195, respectively, from software fees. Hardware sales — the Company generally is involved with the sale of on-premise appliances and end-point devices. The single performance obligation is to transfer the hardware product (which is to be installed with its licensed software integral to the functionality of the hardware product). The entire transaction price is allocated to the hardware product and is generally recognized as revenue at the time of delivery because the customer obtains control of the product at that point in time. It is concluded that control generally transfers at that point in time because the customer has title to the hardware, physical possession, and a present obligation to pay for the hardware. Payments for hardware contracts are generally due 30 to 90 days after shipment of the hardware product. The Company records revenues from the sales of third-party products on a “gross” basis pursuant to ASC Topic 606 when the Company controls the specified good before it is transferred to the end customer and have the risks and rewards as principal in the transaction, such as responsibility for fulfillment, retaining the risk for collection, and establishing the price of the products. If these indicators have not been met, or if indicators of net revenue reporting specified in ASC Topic 606 are present in the arrangement, revenue is recognized net of related direct costs since in these instances we act as an agent. Software subscription fee — The Company’s performance obligation includes providing customer access to our software, generally through a monthly subscription, where the Company typically satisfies its performance obligations prior to the submission of invoices to the customer for such services. The Company’s software sale arrangements grant customers the right to access and use the software products which are to be installed with the relevant hardware for connectivity at the outset of an arrangement, and the customer is entitled to both technical support and software upgrades and enhancements during the term of the agreement. The term of the subscription period is generally 12 months, with automatic one-year renewal. The subscription license service is billed monthly, quarterly or annually. Sales are generally recorded in the month the service is provided. For clients who are billed on an annual basis, deferred revenue is recorded and amortized over the life of the contract. Payments are generally due 30 to 90 days after delivery of the software licenses. The Company records its revenues, net of value added taxes (“VAT”), which is levied at the rate of 10% on the invoiced value of sales.
Grocery and food delivery consists of online grocery under brand name “Pushkart” and food delivery service under brand name “Handycart” as follows: Customers place order for groceries and take-out food through our online platforms of “Pushkart”, “Mangan” and “Handcart” respectively. When the grocery or food merchant receives and order, our platform will assign a third-party delivery service to pick up and deliver the grocery and/or food order to the customer. Revenue is recognized when the grocery and/or food is delivered, at which time the customer pays for the grocery and /or food order with cash, at Net of merchant cost. During the three months ended March 31, 2024 and 2023, the Company generated revenue of $0 and $34,085, respectively, from this stream. As a telecommunication reseller we provide local mobile data and overseas internet data plans under the brand name of “Gorilla,” which is a group of company we acquired in May 2022. Our telecommunication revenues are recorded for ASC Topic 606 purposes as follows: Local mobile plan - customers choose and subscribe to a monthly local mobile plan through our “Gorilla” online platform. The Company will proceed to register the sim card (effectively, the mobile telephone number activation card) and arrange delivery of that Sim card to the customer. Following Sim card activation, the system will capture the monthly data usage of each customer, calculated in accordance with the package data capacity and monthly subscription rate, which amounts are aggregated and recorded as revenue. Unused data will be converted to Rewards Points and carried forward to next month for potential subsequent data usage. As a result of the rewards points, the company also recognize revenue from Rewards Point redemption for subscription fees offset, voucher redemption, extra data purchases, that the customer chooses to use via our online platform. Overseas internet data plan – a customer will place order for their desired overseas internet data plan through either the “Gorilla” online platform or third-party partner platforms. Subscription revenue is recognized when the Sim card is delivered and activated. During the three months ended March 31, 2024 and 2023, the Company generated revenue of $4,566 and $14,302, respectively, from telecommunications. Digital marketing revenues are recognized when the Company has negotiated the terms of the transaction, which includes determining either the overall price, or price for each performance obligation in the form of a service or a product, the service or product has been delivered to the customer, no obligation is outstanding regarding that service or product, and the Company is reasonably assured that funds have been or will be collected from the customer. A summary of each of the Company’s revenue streams under ASC 606 is as follows: Marketing services from customers Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer. The Company derives its revenue from the provision of digital marketing services to customers. The Company offers customers with a comprehensive suite of digital marketing services to enhance their social media presence and reach their target audiences, particularly Gen Z and Millennials, to achieve marketing goals. The customers can leverage the Company’s experience in building content and fanbases with creators, their creators’ creativity, engagement, and trust among creators’ loyal fanbases to increase their brand awareness and sell products. The Company offers customized digital marketing solution, including (i) advising on content strategy and budget and recommending specific creators; (ii) communicating with and managing selected creators; (iii) producing and engaging relevant content with creators to promote key messages for customers; (iv) uploading branded content on creators’ social media channels; (v) amplifying the reach of creators’ and customers’ content through precise media planning and buying via boosting marketing services on social media platforms, such as Google; and (vi) providing optimization services through data analysis and reporting.
The Company’s customers’ payment terms generally range from 30-60 days of fulfilling its performance obligations and recognizing revenue. Campaign-based marketing services revenue is recognized as a distinct single performance obligation when the Company transfers services to customers, which occurs over time. The performance obligation may be a promise to place branded content on certain social media platforms and is satisfied upon delivery of such related services to customers. The duration of the service period is short, usually over 1-3 months. Such revenue is recognized at over time, for the amount the Company is entitled to receive, as and when the marketing services are provided and completed. Marketing services from social media platforms (“platform revenue”) The Company also derives its advertising revenue generated from its channel pages and posts on social media platforms, such as YouTube by monetizing its contents. The payments are usually received within 30 days upon completion of performance obligation for platform revenue services. The Company recognizes revenue as performance obligations are satisfied as the creation of contents are published on the social media platforms, which occurs at a point in time. The advertisements are delivered primarily based on impressions of contents on social media platforms, hence the Company provided the advertising services by an on-going basis during the publication period and the outcome of the services can be received and consumed by the social media platform simultaneously. The Company records its revenues, net of value added taxes (“VAT”), which is levied at the rate of 10% on the invoiced value of sales. During the three months ended March 31, 2024 and 2023, the Company generated revenue of $1,552,420 and $1,283,774, respectively, from this stream. Online ticketing and reservation provide information, prices, availability, booking services for domestic and international air ticket, hotels, car, train, and hotel technology as follows: The Company’s revenues are substantially reported on a net basis as the travel supplier is primarily responsible for providing the underlying travel services and the Company does not control the service provided by the travel supplier to the traveler. Revenue from air ticketing services, air ticket commission, hotel reservation and ancillary services including insurance commissions and refund margin are substantially recognized at a point of time when the performance obligations that are satisfied. These revenues cover B2B and B2C sales channel segments. The Company has a software subscription revenue generated from hotel in Vietnam, and online advertising revenue, reported in gross basis, providing a hotel booking management platform for hotel management purposes, and brand advertisement purpose. these revenues are recognized ratably over the time or upon relevant performance obligations being fulfilled.
Ticketing services The Company receives spread margin from B2B and B2C customers and commissions from travel suppliers for ticketing reservations through the Company’s transaction and service platform under various services agreements. Spread margin and commissions from ticketing reservations rendered are recognized when tickets are issued as this is when the Company’s performance obligation is satisfied. The Company is not entitled to a spread margin and commission fee for the tickets canceled by the end users. Losses incurred from cancelations are immaterial due to a historical low cancelation rate and minimal administrative costs incurred in processing cancelations. The Company presents revenues from such transactions on a net basis in the statements of income as the Company, generally, does not control the service provided by the travel supplier to the traveler and does not assume inventory risk for canceled ticketing reservations. 100% of the Company’s ticketing services revenues were recognized on a net basis, as an agent, during the three months ended March 31, 2024 and 2023. Hotel reservation services The Company receives spread margin from B2B and B2C customers and commissions from travel suppliers for hotel room reservations through the Company’s transaction and service platform. Commissions from hotel reservation services rendered are recognized when the reservation becomes non-cancelable (when the cancelation period provided by the reservation expires) which is the point at which the Company has fulfilled its performance obligation (successfully booking a reservation, which includes certain post-booking services during the cancelation period). Contracts with certain travel suppliers contain incentive commissions typically subject to achieving specific performance targets. The incentive commissions are considered as variable consideration and are estimated and recognized to the extent that the Company is entitled to such incentive commissions. The Company generally receives incentive commissions from monthly arrangements with hotels based on the number of hotel room reservations where end users have completed their stay. The Company presents revenues from such transactions on a net basis in the statements of income and comprehensive income as the Company, generally, does not control the service provided by the travel supplier to the traveler and does not assume inventory risk for canceled hotel reservations. Hotel technology platform software services The Company receives subscription fee from travel suppliers for hotel room reservation and marketing system through the Company’s reservation and marketing platform. Subscription fee from hotel technology platform software services rendered are recognized ratably over the fixed term of the agreement as services are provided throughout the contract period, where the performance obligations being fulfilled through the usage of our hotel technology platform software services. The Company presents revenues from such transactions on a gross basis in the statements of income and comprehensive income as the Company, generally, control the service provided by the travel supplier to the traveler. Ancillary services Ancillary revenues comprise primarily of the insurance commission and refund margin. Insurance commission revenue received from B2B and B2C customers for selling of travel insurance through the Company’s transaction and service platform. Commission from travel insurance is recognized when the order is confirmed and paid which is the point at which the Company fulfilled its performance obligation. Refund margin revenue received from B2B and B2C customers for the spread arise from reservations cancellation fee between customers and travel suppliers. This is recognized upon the confirmation of refund amount by both customers and travel suppliers which is the point at which the Company fulfilled its performance obligation. The Company presents revenues from ancillary service transactions on a net basis in the statements of income and comprehensive income as the Company, generally, does not control the service provided by the insurance supplier and travel supplier to the traveler. During the three months ended March 31, 2024 and 2023, the Company generated revenue of $264,574 and $410,230, respectively, from this stream.
Principal vs Agent Considerations In accordance with ASC Topic 606, Revenue Recognition: Principal Agent Considerations, the Company evaluates the terms in the agreements with its customers and vendors to determine whether or not the Company acts as the principal or as an agent in the arrangement with each party respectively. The determination of whether to record the revenue on a gross or net basis depends upon whether the Company has control over the goods prior to transferring it. This evaluation determined that the Company is not in control of establishing the transaction price, not managing all aspects of the terms, even though taking the risk of campaign results and default payment. Contract assets In accordance with ASC Topic 606, a contract asset arises when the Company transfers a good or performs a service in advance of receiving consideration from the customer as agreed upon. A contract asset becomes a receivable once the Company’s right to receive consideration becomes unconditional. There were contract assets balance was $120,459 and $247,368 on March 31, 2024 and December 31, 2023, respectively. Contract liabilities In accordance with ASC Topic 606, a contract liability represents the Company’s obligation to transfer goods or services to a customer when the customer prepays for a good or service or when the customer’s consideration is due for goods and services that the Company will yet provide whichever happens earlier. Contract liabilities represent amounts collected from, or invoiced to, customers in excess of revenues recognized, primarily from the billing of annual subscription agreements. The value of contract liabilities will increase or decrease based on the timing of invoices and recognition of revenue. The Company’s contract liabilities balance was $1,270,220 and $1,265,753 on March 31, 2024 and December 31, 2023, respectively. |
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| Software development costs |
In accordance with the relevant FASB accounting guidance regarding the development of software to be sold, leased, or marketed, the Company expenses such costs as they are incurred until technological feasibility has been established, at and after which time these costs are capitalized until the product is available for general release to customers. Once the technological feasibility is established per ASC Topic 985, Software, the Company capitalizes costs associated with the acquisition or development of major software for internal and external use in the balance sheet. These capitalized software costs are ratably amortized over the period of the software’s estimated useful life. Costs incurred to enhance the Company’s software products, after general market release of the services using the products, is expensed in the period they are incurred. The Company only capitalizes subsequent additions, modifications or upgrades to internally developed software to the extent that such changes allow the software to perform a task it previously did not perform. The Company also expenses website costs as incurred. Research and development expenditures arising from the development of the Company’s own software are charged to operations as incurred. For the three months ended March 31, 2024, and 2023, software development costs were $13,504 and $13,919, respectively. Based on the software development process, technological feasibility is established upon completion of a working model, which also requires certification and extensive testing. Costs incurred by the Company between completion of the working model and the point at which the product is ready for general release have, to date, been immaterial and have been expensed as incurred.
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| Cost of sales |
Cost of revenue under online ordering consist of the cost of merchandizes ordered by the consumers and the related shipping and handling costs, which are directly attributable to the sales of online ordering. Cost of revenue related to software sales and licensing consist of the cost of software and payroll costs, which are directly attributable to the sales and licensing of software. Cost of revenue related to hardware sales consist of the cost of hardware and payroll costs, which are directly attributable to the sales of hardware. Cost of revenue related to grocery and food delivery consist of the cost of the outsourced delivery and the outsource payment gateway, which are directly attributable to the sales of grocery and food delivery. Cost of revenue related to our telecommunication data reseller segment consist of the cost of the primary telecommunication service, which are directly attributable to the sales of telecommunication data. Cost of revenue under digital marketing consist of the cost of primary digital marketing service, which are directly attributable to the sales of digital marketing. |
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| Shipping and handling costs |
No shipping and handling costs are associated with the distribution of the products to the customers since those costs are borne by the Company’s suppliers or distributors for our merchant POS business. The shipping and handling costs for all segments other than our e-commerce segment are recorded net in sales. For shipping costs related to our e-commerce business, those shipping costs are recorded in cost of revenue. |
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| Sales and marketing |
Sales and marketing expenses include payroll, employee benefits and other headcount-related expenses associated with sales and marketing personnel, and the costs of advertising, promotions, seminars, and other programs. Advertising costs are expensed as incurred. Advertising expense was $127,135 and $130,664 for the three months ended March 31, 2024 and 2023, respectively. |
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| Product warranties |
The Company’s provision for estimated future warranty costs is based upon the historical relationship of warranty claims to sales. Based upon historical sales trends and warranties provided by the Company’s suppliers, the Company has concluded that no warranty liability is required as of March 31, 2024 and December 31, 2023. To date, product allowance and returns have been minimal and, based on its experience, the Company believes that returns of its products will continue to be minimal, although it looks at this issue every quarter to continue to support its assertion.
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| Income tax |
The Company adopted the ASC 740 Income Tax provisions, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the condensed consolidated financial statements. Under paragraph ASC Topic 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the condensed consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. ASC Topic 740 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of ASC Topic 740, nor did it record any uncertain tax positions for the three months ended March 31, 2024 and 2023. The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. On a quarterly basis, the Company reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances to reduce those amounts to the amounts management believes will be realized in future income tax returns. In addition to U.S. income taxes, the Company and its wholly-owned foreign subsidiary, is subject to income taxes in the jurisdictions in which it operates. Significant judgment is required in determining the provision for income tax, there may be transactions and calculations for which the ultimate tax determination is uncertain. The company recognizes liabilities for anticipated tax audit issues based on the Company’s current understanding of the tax law. Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made. |
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| Foreign currencies translation and transactions |
The reporting currency of the Company is the United States Dollar (“US$”) and the accompanying consolidated unaudited condensed financial statements have been expressed in US$s. In addition, the Company’s subsidiary is operating in the Republic of Vietnam, Singapore, India and Philippines and maintains its books and record in its local currency, Vietnam Dong (“VND”), Singapore Dollar (“SGD”), Indian Rupee (“INR”), Philippines Pesos (“PHP”), Malaysian Ringgit (“MYR), Thailand Baht (“THB”) and Indonesian Rupiah (“IDR”), respectively, which are the functional currencies in which the subsidiary’s operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$s, in accordance with ASC Topic 830, “Translation of Financial Statement” (“ASC 830”) using the applicable exchange rates on the balance sheet date. Shareholders’ equity is translated using historical rates. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from the translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income (loss) within the unaudited condensed statements of changes in shareholder’s equity.
Schedule of Foreign currencies translation and transactions Translation of amounts from SGD into US$ has been made at the following exchange rates for the three months ended March 31, 2024 and 2023:
Translation of amounts from VND into US$ has been made at the following exchange rates for the three months ended March 31, 2024 and 2023:
Translation of amounts from INR into US$ has been made at the following exchange rates for the three months ended March 31, 2024 and 2023:
Translation of amounts from PHP into US$ has been made at the following exchange rates for the three months ended March 31, 2024 and 2023:
Translation of amounts from THB into US$ has been made at the following exchange rates for the three months ended March 31, 2024 and 2023:
Translation of amounts from MYR into US$ has been made at the following exchange rates for the three months ended March 31, 2024 and 2023:
Translation of amounts from IDR into US$ has been made at the following exchange rates for the three months ended March 31, 2024 and 2023:
Translation gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are translated, as the case may be, at the rate on the date of the transaction and included in the results of operations as incurred. |
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| Comprehensive income |
ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying consolidated statements of changes in shareholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit. |
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| Earnings per share |
Basic per share amounts are calculated using the weighted average shares outstanding during the year, excluding unvested restricted stock units. The Company uses the treasury stock method to determine the dilutive effect of stock options and other dilutive instruments. Under the treasury stock method, only “in the money” dilutive instruments impact the diluted calculations in computing diluted earnings per share. Diluted calculations reflect the weighted average incremental common shares that would be issued upon exercise of dilutive options assuming the proceeds would be used to repurchase shares at average market prices for the years. For the three months ended March 31, 2024 and 2023, diluted weighted-average common shares outstanding is equal to basic weighted-average common shares, due to the Company’s net loss position. Hence, no common stock equivalents were included in the computation of diluted net loss per share since such inclusion would have been antidilutive. Schedule of computation of diluted net loss per share:
The following potentially dilutive securities outstanding have been excluded from the computation of diluted weighted-average shares outstanding, because such securities had an antidilutive impact: Schedule of Common stock issued:
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| Leases |
The Company adopted Topic 842, Leases (“ASC 842”) to determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in the consolidated balance sheets. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company generally use the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. In accordance with the guidance in ASC 842, components of a lease should be split into three categories: lease components (e.g. land, building, etc.), non-lease components (e.g. common area maintenance, consumables, etc.), and non-components (e.g. property taxes, insurance, etc.). Subsequently, the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components. When a lease is terminated before the expiration of the lease term, irrespective of whether the lease is classified as a finance lease or an operating lease, the lessee would derecognize the ROU asset and corresponding lease liability. Any difference would be recognized as a gain or loss related to the termination of the lease. Similarly, if a lessee is required to make any payments or receives any consideration when terminating the lease, it would include such amounts in the determination of the gain or loss upon termination. As of March 31, 2024 and December 31, 2023, the Company recorded the right of use asset of $1,095,077 and $1,407,956, respectively.
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| Retirement plan costs |
Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying consolidated statements of operation as the related employee service is provided. |
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| Share-based compensation |
The Company follows ASC Topic 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all share-based payment awards (employee and non-employee), at grant-date fair value of the equity instruments that an entity is obligated to issue. Restricted stock units are valued using the market price of the Company’s common shares on the date of grant. The Company uses a Black-Scholes option pricing model to estimate the fair value of employee stock options at the date of grant. As of March 31, 2024, those shares issued and stock options granted for service compensation, vest 180 days after the grant date, and therefore these amounts are thus recognized as expense during the three months ended March 31, 2024 and 2023. Stock-based compensation is recorded in general and administrative expenses within the Consolidated Statements of Operations and Other Comprehensive Loss, with corresponding credits to common stock and accumulated paid-in capital. |
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| Warrants |
In connection with certain financing, consulting and collaboration arrangements, the Company has issued warrants to purchase shares of its preferred and common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using a Black-Scholes Option Pricing Model as of the measurement date. The Company uses a Black-Scholes option pricing model to estimate the grant date fair value of the warrants. Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital (the accounting treatment for common stock issuance costs). All other warrants are recorded at the grant date fair value as an expense over the requisite service period, or at the date of issuance if the warrants vest immediately, with corresponding credits to additional paid-in capital. |
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| Related parties |
The Company follows ASC 850-10, Related Party Disclosures (“ASC 850”) for the identification of related parties and the disclosure of related party transactions. Pursuant to ASC 850, the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under ASC 825, Financial Instruments, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required by ASC 850. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
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| Commitments and contingencies |
The Company follows the ASC 450, Commitments, to account for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, which assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available, that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows if the current level of facts and circumstances changes in the future. |
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| Fair value of financial instruments |
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:
Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, accounts receivable, deposits, prepayments and other receivables, contract liabilities, accrued liabilities and other payables, amounts due to related parties and operating lease liabilities, approximate their fair values because of the short maturity of these instruments. |
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| Recent Accounting Pronouncements |
From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. All other recently issued, but not yet effective, 2024 Accounting Standards Updates are not expected to have an effect on the Company. |
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Description of Business and Organization (Tables) |
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| Description of Business and Organization [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Description of Subsidiaries | Schedule of Description of subsidiaries
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Summary of Significant Accounting Policies (Tables) |
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| Summary of Significant Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Expected Useful Life | Plant and equipment are stated at cost less accumulated
depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected
useful lives from the date on which they become fully operational and after taking into account their estimated residual values:
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| Schedule of Translation of Amounts Exchange Rates | Translation of amounts from SGD into US$ has been
made at the following exchange rates for the three months ended March 31, 2024 and 2023:
Translation of amounts from IDR into US$ has been made at the following exchange rates for the three months ended March 31, 2024 and 2023:
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| Schedule of Computation of Diluted Net Loss Per Share | Schedule of computation
of diluted net loss per share:
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| Schedule of Common Stock Issued | Schedule of Common stock issued:
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Revenue (Tables) |
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| Revenue [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Revenue | Revenue was generated from the following activities:
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| Schedule of Contract Liabilities | Schedule of Contract liabilities:
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Segment Reporting (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Segment Reporting [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Intangible Assets | The Company’s Chief Finance Officer (CFO) evaluates operating
segments using the information provided in the following tables that presents revenues and gross profits by reportable segment, together
with information on the segment tangible and intangible assets.
|
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| Schedule of Geographic Segments | The below sales are based on the countries in
which the customer is located. Summarized financial information concerning our geographic segments is shown in the following tables:
|
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Deposit, Prepayments and Other Receivables (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Deposit, Prepayments and Other Receivables [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Deposit, Prepayments and Other Receivables |
|
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Inventories (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| Inventories [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Inventories |
|
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Intangible Assets (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Intangible Assets [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Intangible Assets | As of March 31, 2024 and December 31, 2023, intangible
assets consisted of the following:
|
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Property, Plant and Equipment (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Property, Plant and Equipment [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Property, Plant and Equipment | Property, plant and
equipment consisted of the following:
|
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Amounts Due to Related Parties (Tables) |
3 Months Ended | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 | ||||||||||||||||||||||
| Amounts Due to Related Parties [Abstract] | ||||||||||||||||||||||
| Schedule of Amounts Due to Related Parties | Amounts due to related parties consisted of the
following:
|
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Accounts Payable and Accrued Liabilities (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accounts Payable and Accrued Liabilities [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Accounts Payable | Accounts payable consisted of the following:
|
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| Schedule of Accrued Liabilities and Other Payables | Accrued liabilities and other
payables consisted of the following:
|
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Leases (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Leases [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Short-Term Leases | The Company excluded short-term leases (those
with lease terms of less than one year at inception) from the measurement of lease liabilities or right-of-use assets. The following
tables summarize the lease expense, as follows:
|
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| Schedule of Future Contractual Lease Payments | The below table summarizes our (i) minimum lease
payments over the next five years, (ii) lease arrangement implied interest, and (iii) present value of future lease payments for the
next three years ending March 31:
|
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Loan (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 | |||||||||||||||||||||||||||||||||||||||
| Loan [Abstract] | |||||||||||||||||||||||||||||||||||||||
| Schedule of Loan | Schedule of loan
|
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Shareholders’ Deficit (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shareholders’ Deficit (Tables) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Issued and Outstanding Warrants | Below is a summary of the Company’s issued and
outstanding warrants as of March 31, 2024 and December 31, 2023:
|
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| Schedule of Stock Option Assumptions | Schedule of Stock options assumptions
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| Schedule of Issued and Outstanding Warrants | Schedule of Stock Option
|
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| Directors Stock Awards [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shareholders’ Deficit (Tables) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Issued and Outstanding Warrants | Director’s stock awards
|
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Preferred Stocks and Warrants (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stocks And Warrants [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Preferred Stock | As of March 31, 2024 and December 31, 2023, the
Company’s preferred stocks have been designated as follow:
|
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Treasury Stock (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Treasury Stock [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Repurchases of Common Stock | The following table presents information with respect
to repurchases of common stock during the three months ended and March 31, 2024 and 2023:
|
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Income Taxes (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income Taxes [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Loss Before Income Taxes | For the three months ended March 31, 2024 and
2023, the local (“Nevada”) and foreign components of loss before income taxes were comprised of the following:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Provision for Income Taxes | The provision for income taxes consisted of the
following:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Deferred Tax Assets and Liabilities | Schedule of Deferred Tax Assets and Liabilities
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Concentrations of Risk (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Concentrations of Risk [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Concentrations of Risk | For the three months ended March 31, 2024 and
2023, respectively, the customers who accounted for 10% or more of the Company’s revenues and its outstanding receivable balances
at period-end dates, are presented as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of Business and Organization (Details) |
Jun. 30, 2023
USD ($)
|
Jun. 30, 2023
AUD ($)
|
May 22, 2023
THB (฿)
shares
|
Feb. 23, 2023
shares
|
Feb. 08, 2022
$ / shares
shares
|
Nov. 08, 2021
USD ($)
$ / shares
shares
|
Sep. 21, 2021
shares
|
Feb. 10, 2021
shares
|
May 01, 2024
shares
|
Mar. 31, 2024
shares
|
Oct. 25, 2023 |
Aug. 01, 2023 |
Jul. 31, 2023 |
Apr. 30, 2023 |
Aug. 31, 2022 |
Jul. 31, 2022 |
May 31, 2022 |
Feb. 28, 2022 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Description of Business and Organization [Line Items] | ||||||||||||||||||
| Offering shares of common stock (in Shares) | 236,111 | |||||||||||||||||
| Consideration amount | $ 1,850,000 | $ 2,787,173 | ||||||||||||||||
| Authorized share (in Shares) | 6,333,333 | |||||||||||||||||
| Nusatrip International Pte Ltd [Member] | ||||||||||||||||||
| Description of Business and Organization [Line Items] | ||||||||||||||||||
| Number of ordinary stock shares (in Shares) | 2,225,735 | |||||||||||||||||
| Maximum [Member] | ||||||||||||||||||
| Description of Business and Organization [Line Items] | ||||||||||||||||||
| Reverse stock split (in Shares) | 2.5 | 750 | ||||||||||||||||
| Gross proceeds (in Dollars) | $ | $ 26,000,001 | |||||||||||||||||
| Maximum [Member] | Nusatrip International Pte Ltd [Member] | ||||||||||||||||||
| Description of Business and Organization [Line Items] | ||||||||||||||||||
| Shareholding percentage | 99.00% | |||||||||||||||||
| Maximum [Member] | Common Stock [Member] | ||||||||||||||||||
| Description of Business and Organization [Line Items] | ||||||||||||||||||
| Purchase of share (in Shares) | 195 | |||||||||||||||||
| Maximum [Member] | Thoughtful Media Group Inc [Member] | ||||||||||||||||||
| Description of Business and Organization [Line Items] | ||||||||||||||||||
| Number of ordinary stock shares (in Shares) | 397,000 | |||||||||||||||||
| Minimum [Member] | ||||||||||||||||||
| Description of Business and Organization [Line Items] | ||||||||||||||||||
| Reverse stock split (in Shares) | 1 | 1 | ||||||||||||||||
| Proceeds of initial public offering (in Dollars) | $ | $ 2,124,999 | |||||||||||||||||
| Minimum [Member] | Nusatrip International Pte Ltd [Member] | ||||||||||||||||||
| Description of Business and Organization [Line Items] | ||||||||||||||||||
| Shareholding percentage | 75.00% | |||||||||||||||||
| Minimum [Member] | Common Stock [Member] | ||||||||||||||||||
| Description of Business and Organization [Line Items] | ||||||||||||||||||
| Purchase of share (in Shares) | 130 | |||||||||||||||||
| Minimum [Member] | Society Pass Inc [Member] | ||||||||||||||||||
| Description of Business and Organization [Line Items] | ||||||||||||||||||
| Number of ordinary stock shares (in Shares) | 2,000 | |||||||||||||||||
| THAILAND | Maximum [Member] | Thoughtful Media Group Inc [Member] | ||||||||||||||||||
| Description of Business and Organization [Line Items] | ||||||||||||||||||
| Number of ordinary stock amounted (in Baht) | ฿ | ฿ 1,985,000 | |||||||||||||||||
| THAILAND | Minimum [Member] | Society Pass Inc [Member] | ||||||||||||||||||
| Description of Business and Organization [Line Items] | ||||||||||||||||||
| Number of ordinary stock amounted (in Baht) | ฿ | ฿ 10,000 | |||||||||||||||||
| Underwriting Agreement [Member] | ||||||||||||||||||
| Description of Business and Organization [Line Items] | ||||||||||||||||||
| Offering shares of common stock (in Shares) | 3,030,300 | |||||||||||||||||
| Public offering price per share (in Dollars per share) | $ / shares | $ 3.3 | |||||||||||||||||
| Share warrant (in Shares) | 1 | |||||||||||||||||
| Purchase of share (in Shares) | 1 | |||||||||||||||||
| Purchase of additional warrants (in Shares) | 454,545 | |||||||||||||||||
| Warrant [Member] | Common Stock [Member] | ||||||||||||||||||
| Description of Business and Organization [Line Items] | ||||||||||||||||||
| Offering shares of common stock (in Shares) | 3,030,300 | |||||||||||||||||
| New Retail Experience [Member] | ||||||||||||||||||
| Description of Business and Organization [Line Items] | ||||||||||||||||||
| Equity interest percentage | 100.00% | |||||||||||||||||
| Gorilla Networks Pte Ltd [Member] | ||||||||||||||||||
| Description of Business and Organization [Line Items] | ||||||||||||||||||
| Equity interest percentage | 100.00% | |||||||||||||||||
| Ad Active Media Inc [Member] | ||||||||||||||||||
| Description of Business and Organization [Line Items] | ||||||||||||||||||
| Equity interest percentage | 100.00% | |||||||||||||||||
| Mangan P H Food Delivery Service Corp [Member] | ||||||||||||||||||
| Description of Business and Organization [Line Items] | ||||||||||||||||||
| Equity interest percentage | 100.00% | |||||||||||||||||
| S O P A Technology Pte Ltd [Member] | ||||||||||||||||||
| Description of Business and Organization [Line Items] | ||||||||||||||||||
| Equity interest percentage | 95.00% | 95.00% | 95.00% | |||||||||||||||
| Nusatrip International Pte Ltd [Member] | ||||||||||||||||||
| Description of Business and Organization [Line Items] | ||||||||||||||||||
| Equity interest percentage | 99.00% | 75.00% | ||||||||||||||||
| Thoughtful Media Group Inc [Member] | ||||||||||||||||||
| Description of Business and Organization [Line Items] | ||||||||||||||||||
| Equity interest percentage | 100.00% | |||||||||||||||||
| Thoughtful Media Group Inc [Member] | Next Gen Retail Inc [Member] | ||||||||||||||||||
| Description of Business and Organization [Line Items] | ||||||||||||||||||
| Equity interest percentage | 95.00% | 95.00% | ||||||||||||||||
| Adactive Media CA Inc [Member] | ||||||||||||||||||
| Description of Business and Organization [Line Items] | ||||||||||||||||||
| Equity interest percentage | 100.00% | |||||||||||||||||
| Mekong Leisure Travel Company Limited [Member] | ||||||||||||||||||
| Description of Business and Organization [Line Items] | ||||||||||||||||||
| Equity interest percentage | 99.00% | 100.00% | ||||||||||||||||
| Vietnam International Travel and Service Joint Stock Company [Member] | ||||||||||||||||||
| Description of Business and Organization [Line Items] | ||||||||||||||||||
| Equity interest percentage | 100.00% | |||||||||||||||||
| Sopa (Phil) Incorporated [Member] | ||||||||||||||||||
| Description of Business and Organization [Line Items] | ||||||||||||||||||
| Equity interest percentage | 100.00% | |||||||||||||||||
| Thoughtful Media Group Incorporated [Member] | ||||||||||||||||||
| Description of Business and Organization [Line Items] | ||||||||||||||||||
| Equity interest percentage | 100.00% | 100.00% | ||||||||||||||||
| Hottab Vietnam Company Limited [Member] | ||||||||||||||||||
| Description of Business and Organization [Line Items] | ||||||||||||||||||
| Equity interest percentage | 100.00% | |||||||||||||||||
| Hottab Pte Lt [Member] | ||||||||||||||||||
| Description of Business and Organization [Line Items] | ||||||||||||||||||
| Equity interest percentage | 100.00% | |||||||||||||||||
| Disposed shareholding percentage | 100.00% | |||||||||||||||||
| IPO [Member] | ||||||||||||||||||
| Description of Business and Organization [Line Items] | ||||||||||||||||||
| Offering shares of common stock (in Shares) | 2,888,889 | |||||||||||||||||
| Public offering price per share (in Dollars per share) | $ / shares | $ 9 |
Description of Business and Organization (Details) - Schedule of Description of Subsidiaries |
3 Months Ended |
|---|---|
Mar. 31, 2024 | |
| Society Technology LLC [Member] | |
| Schedule of Description of Subsidiaries [Line Items] | |
| Place and date of incorporation | United States, January 24, 2019 |
| Principal activities | IP Licensing |
| Particulars of registered/ paid up share capital | US$1 |
| Effective interest held | 100.00% |
| SOPA Cognitive Analytics Private Limited [Member] | |
| Schedule of Description of Subsidiaries [Line Items] | |
| Place and date of incorporation | India February 5, 2019 |
| Principal activities | Computer sciences consultancy and data analytics |
| Particulars of registered/ paid up share capital | INR 1,238,470 |
| Effective interest held | 100.00% |
| SOPA Technology Pte. Ltd.[Member] | |
| Schedule of Description of Subsidiaries [Line Items] | |
| Place and date of incorporation | Singapore, June 4, 2019 |
| Principal activities | Investment holding |
| Particulars of registered/ paid up share capital | SGD 1,250,000 |
| Effective interest held | 95.00% |
| SOPA Technology Company Limited [Member] | |
| Schedule of Description of Subsidiaries [Line Items] | |
| Place and date of incorporation | Vietnam October 1, 2019 |
| Principal activities | Software production |
| Particulars of registered/ paid up share capital | Registered: VND 2,307,300,000; Paid up: VND 1,034,029,911 |
| Effective interest held | 100.00% |
| Thoughtful Media (Singapore) Pte. Ltd. (FKA: Hottab Pte Ltd. (HPL)) Member] | |
| Schedule of Description of Subsidiaries [Line Items] | |
| Place and date of incorporation | Singapore January 17, 2015 |
| Principal activities | Digital marketing |
| Particulars of registered/ paid up share capital | SGD 620,287.75 |
| Effective interest held | 100.00% |
| Hottab Vietnam Co. Ltd [Member] | |
| Schedule of Description of Subsidiaries [Line Items] | |
| Place and date of incorporation | Vietnam April 17, 2015 |
| Principal activities | Sale of POS hardware and software |
| Particulars of registered/ paid up share capital | VND 1,000,000,000 |
| Effective interest held | 100.00% |
| Thoughtful Media Group Co. Ltd (FKA: Hottab Asset Company Limited) [Member] | |
| Schedule of Description of Subsidiaries [Line Items] | |
| Place and date of incorporation | Vietnam July 25, 2019 |
| Principal activities | Digital marketing |
| Particulars of registered/ paid up share capital | VND 5,000,000,000 |
| Effective interest held | 100.00% |
| Nextgen Retail Inc (FKA: Leflair Incorporated) [Member] | |
| Schedule of Description of Subsidiaries [Line Items] | |
| Place and date of incorporation | United States December 7, 2021 |
| Principal activities | Investment holding |
| Particulars of registered/ paid up share capital | US$1 |
| Effective interest held | 100.00% |
| SOPA Capital Limited [Member] | |
| Schedule of Description of Subsidiaries [Line Items] | |
| Place and date of incorporation | United Kingdom December 07, 2021 |
| Principal activities | Investment holding |
| Particulars of registered/ paid up share capital | GBP 1 |
| Effective interest held | 100.00% |
| Thoughtful Media (Philippines) Incorporated (FKA: SOPA (Phil) Incorporated) [Member] | |
| Schedule of Description of Subsidiaries [Line Items] | |
| Place and date of incorporation | Philippines Jan 11, 2022 |
| Principal activities | Investment holding |
| Particulars of registered/ paid up share capital | PHP 11,000,000 |
| Effective interest held | 100.00% |
| New Retail Experience Incorporated [Member] | |
| Schedule of Description of Subsidiaries [Line Items] | |
| Place and date of incorporation | Philippines Jan 16, 2020 |
| Principal activities | On-line Grocery delivery platform |
| Particulars of registered/ paid up share capital | PHP 3,750,000 |
| Effective interest held | 100.00% |
| Dream Space Trading Co Ltd [Member] | |
| Schedule of Description of Subsidiaries [Line Items] | |
| Place and date of incorporation | Vietnam May 23, 2018 |
| Principal activities | On-line Grocery and food delivery platform |
| Particulars of registered/ paid up share capital | VND 500,000,000 |
| Effective interest held | 100.00% |
| Push Delivery Pte Ltd [Member] | |
| Schedule of Description of Subsidiaries [Line Items] | |
| Place and date of incorporation | Singapore January 7, 2022 |
| Principal activities | Investment holding |
| Particulars of registered/ paid up share capital | US$2,000 |
| Effective interest held | 100.00% |
| Gorilla Networks Pte Ltd [Member] | |
| Schedule of Description of Subsidiaries [Line Items] | |
| Place and date of incorporation | Singapore September 3, 2019 |
| Principal activities | Investment holding |
| Particulars of registered/ paid up share capital | US$2,620,000 and SGD 730,000 |
| Effective interest held | 100.00% |
| Gorilla Connect Pte Ltd [Member] | |
| Schedule of Description of Subsidiaries [Line Items] | |
| Place and date of incorporation | Singapore May 18, 2022 |
| Principal activities | Telecommunications resellers |
| Particulars of registered/ paid up share capital | SGD 100 |
| Effective interest held | 100.00% |
| Gorilla Mobile Singapore Pte Ltd [Member] | |
| Schedule of Description of Subsidiaries [Line Items] | |
| Place and date of incorporation | Singapore August 6, 2020 |
| Principal activities | Telecommunications resellers |
| Particulars of registered/ paid up share capital | SGD 100 |
| Effective interest held | 100.00% |
| Gorilla Networks (VN) LLC [Member] | |
| Schedule of Description of Subsidiaries [Line Items] | |
| Place and date of incorporation | Vietnam December 16, 2020 |
| Principal activities | Telecommunications resellers |
| Particulars of registered/ paid up share capital | VND 233,000,000 |
| Effective interest held | 100.00% |
| Thoughtful Media Group Incorporated [Member] | |
| Schedule of Description of Subsidiaries [Line Items] | |
| Place and date of incorporation | United States June 28,2022 |
| Principal activities | Investment holding |
| Particulars of registered/ paid up share capital | US$10 |
| Effective interest held | 100.00% |
| Thoughtful (Thailand) Co Ltd [Member] | |
| Schedule of Description of Subsidiaries [Line Items] | |
| Place and date of incorporation | Thailand September 2, 2014 |
| Principal activities | Digital marketing |
| Particulars of registered/ paid up share capital | THB 4,000,000 |
| Effective interest held | 99.75% |
| AdActive Media CA Inc [Member] | |
| Schedule of Description of Subsidiaries [Line Items] | |
| Place and date of incorporation | United States April 12, 2010 |
| Principal activities | Digital marketing |
| Particulars of registered/ paid up share capital | Preferred: US$1,929.1938 Common: US$4,032.7871 |
| Effective interest held | 100.00% |
| PT Tunas Sukses Mandiri [Member] | |
| Schedule of Description of Subsidiaries [Line Items] | |
| Place and date of incorporation | Indonesia February 8, 2010 |
| Principal activities | Online ticketing and reservation |
| Particulars of registered/ paid up share capital | IDR 26,000,000 |
| Effective interest held | 99.00% |
| Nusatrip Malaysia Sdn Bhd [Member] | |
| Schedule of Description of Subsidiaries [Line Items] | |
| Place and date of incorporation | Malaysia March 1, 2017 |
| Principal activities | Online ticketing and reservation |
| Particulars of registered/ paid up share capital | MYR 52,000 |
| Effective interest held | 99.00% |
| Nusatrip Singapore Pte Ltd [Member] | |
| Schedule of Description of Subsidiaries [Line Items] | |
| Place and date of incorporation | Singapore December 6, 2016 |
| Principal activities | Online ticketing and reservation |
| Particulars of registered/ paid up share capital | SGD 212,206 |
| Effective interest held | 99.00% |
| Nusatrip International Pte Ltd [Member] | |
| Schedule of Description of Subsidiaries [Line Items] | |
| Place and date of incorporation | Singapore January 9, 2015 |
| Principal activities | Online ticketing and reservation |
| Particulars of registered/ paid up share capital | SGD 905,006.51 |
| Effective interest held | 99.00% |
| PT Thoughtful Media Group Indonesia (FKA: PT Wahana Cerita Indonesia) [Member] | |
| Schedule of Description of Subsidiaries [Line Items] | |
| Place and date of incorporation | Indonesia January 14, 2022 |
| Principal activities | Digital marketing and event organizer |
| Particulars of registered/ paid up share capital | IDR 51,000,000 |
| Effective interest held | 100.00% |
| Mekong Leisure Travel Company Limited [Member] | |
| Schedule of Description of Subsidiaries [Line Items] | |
| Place and date of incorporation | Vietnam October 6, 2011 |
| Principal activities | Online ticketing, reservation and system |
| Particulars of registered/ paid up share capital | VND 875,460,000 |
| Effective interest held | 99.00% |
| Vietnam International Travel and Service Joint Stock Company [Member] | |
| Schedule of Description of Subsidiaries [Line Items] | |
| Place and date of incorporation | Vietnam November 16, 2012 |
| Principal activities | Ticketing |
| Particulars of registered/ paid up share capital | VND 1,900,000,000 |
| Effective interest held | 100.00% |
| Sopa Incorporated [Member] | |
| Schedule of Description of Subsidiaries [Line Items] | |
| Place and date of incorporation | Unites States May 22, 2023 |
| Principal activities | Investment holding |
| Particulars of registered/ paid up share capital | Common: US$0.10 |
| Effective interest held | 100.00% |
| Nusatrip Incorporated [Member] | |
| Schedule of Description of Subsidiaries [Line Items] | |
| Place and date of incorporation | United States May 22,2023 |
| Principal activities | Investment holding |
| Particulars of registered/ paid up share capital | Common: US$0.10 |
| Effective interest held | 100.00% |
| Thoughtful Media (Malaysia) Sdn Bhd [Member] | |
| Schedule of Description of Subsidiaries [Line Items] | |
| Place and date of incorporation | Malaysia October 18, 2023 |
| Principal activities | Digital marketing |
| Particulars of registered/ paid up share capital | MYR 1,000 |
| Effective interest held | 100.00% |
Going Concern and Liquidity (Details) - USD ($) |
3 Months Ended | |
|---|---|---|
Mar. 31, 2024 |
Dec. 31, 2023 |
|
| Going Concern and Liquidity [Abstract] | ||
| Operating loss | $ 2,839,224 | |
| Operating cash flow | (2,508,941) | |
| Working capital deficit | 3,833,468 | |
| Accumulated deficit | (102,721,638) | $ (99,272,691) |
| Cash and cash equivalents | $ 1,619,232 |
Summary of Significant Accounting Policies (Details) - USD ($) |
3 Months Ended | ||
|---|---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
Dec. 31, 2023 |
|
| Summary of Significant Accounting Policies [Line Items] | |||
| Cash and cash equivalents excluded restricted cash | $ 1,619,232 | $ 3,628,670 | |
| Bank deposits | 250,000 | ||
| Uninsured balance | 0 | 83,152 | |
| Uninsured bank deposits | 1,490,347 | 3,262,161 | |
| Restricted cash | 54,000 | $ 72,564 | 95,312 |
| Allowance for doubtful accounts | |||
| Inventories amount | 379,736 | 431,483 | |
| Revenue | $ 1,847,079 | 1,966,103 | |
| Invoiced sales rate | 10.00% | ||
| Ticketing services revenue percent | 100.00% | ||
| Contract assets balance | $ 120,459 | 247,368 | |
| Contract liability balance | 1,270,220 | 1,265,753 | |
| Software development costs | 13,504 | 13,919 | |
| Advertising expense | $ 127,135 | 130,664 | |
| Tax benefit recognized percent | 50.00% | ||
| Right of use asset | $ 1,095,077 | $ 1,407,956 | |
| Board of Directors [Member] | |||
| Summary of Significant Accounting Policies [Line Items] | |||
| Exercise price (in Dollars per share) | $ 6.49 | ||
| e-Commerce business [Member] | |||
| Summary of Significant Accounting Policies [Line Items] | |||
| Revenue | $ 20,728 | 223,517 | |
| Merchant P O S [Member] | |||
| Summary of Significant Accounting Policies [Line Items] | |||
| Revenue | 0 | 195 | |
| Grocery Food Delivery [Member] | |||
| Summary of Significant Accounting Policies [Line Items] | |||
| Revenue | $ 0 | 34,085 | |
| Invoiced sales rate | 10.00% | ||
| Telecommunication Reseller [Member] | |||
| Summary of Significant Accounting Policies [Line Items] | |||
| Revenue | $ 4,566 | 14,302 | |
| Marketing Services From Social Media Platform [Member] | |||
| Summary of Significant Accounting Policies [Line Items] | |||
| Revenue | 1,552,420 | 1,283,774 | |
| Ancillary services [Member] | |||
| Summary of Significant Accounting Policies [Line Items] | |||
| Revenue | $ 264,574 | $ 410,230 | |
Summary of Significant Accounting Policies (Details) - Schedule of Expected Useful Life |
Mar. 31, 2024 |
|---|---|
| Computer equipment [Member] | |
| Schedule of Expected Useful Life [Line Items] | |
| Property, Plant and Equipment, Useful Life | 3 years |
| Office equipment [Member] | |
| Schedule of Expected Useful Life [Line Items] | |
| Property, Plant and Equipment, Useful Life | 5 years |
| Renovation [Member] | |
| Schedule of Expected Useful Life [Line Items] | |
| Property, Plant and Equipment, Useful Life | 5 years |
Summary of Significant Accounting Policies (Details) - Schedule of Translation of Amounts Exchange Rates |
Mar. 31, 2024 |
Mar. 31, 2023 |
|---|---|---|
| Period End [Member] | SGD [Member] | ||
| Schedule of Translation of Amounts Exchange Rates [Line Items] | ||
| Foreign Currency Exchange Rate, Translation | 0.7401 | 0.7521 |
| Period End [Member] | VND [Member] | ||
| Schedule of Translation of Amounts Exchange Rates [Line Items] | ||
| Foreign Currency Exchange Rate, Translation | 0.00004 | 0.000043 |
| Period End [Member] | INR [Member] | ||
| Schedule of Translation of Amounts Exchange Rates [Line Items] | ||
| Foreign Currency Exchange Rate, Translation | 0.012 | 0.01217 |
| Period End [Member] | PHP [Member] | ||
| Schedule of Translation of Amounts Exchange Rates [Line Items] | ||
| Foreign Currency Exchange Rate, Translation | 0.01779 | 0.01841 |
| Period End [Member] | THB [Member] | ||
| Schedule of Translation of Amounts Exchange Rates [Line Items] | ||
| Foreign Currency Exchange Rate, Translation | 0.02749 | 0.02925 |
| Period End [Member] | MYR [Member] | ||
| Schedule of Translation of Amounts Exchange Rates [Line Items] | ||
| Foreign Currency Exchange Rate, Translation | 0.21155 | 0.22646 |
| Period End [Member] | IDR [Member] | ||
| Schedule of Translation of Amounts Exchange Rates [Line Items] | ||
| Foreign Currency Exchange Rate, Translation | 0.000063 | 0.000067 |
| Period Average [Member] | SGD [Member] | ||
| Schedule of Translation of Amounts Exchange Rates [Line Items] | ||
| Foreign Currency Exchange Rate, Translation | 0.746 | 0.75 |
| Period Average [Member] | VND [Member] | ||
| Schedule of Translation of Amounts Exchange Rates [Line Items] | ||
| Foreign Currency Exchange Rate, Translation | 0.000041 | 0.000042 |
| Period Average [Member] | INR [Member] | ||
| Schedule of Translation of Amounts Exchange Rates [Line Items] | ||
| Foreign Currency Exchange Rate, Translation | 0.01204 | 0.01216 |
| Period Average [Member] | PHP [Member] | ||
| Schedule of Translation of Amounts Exchange Rates [Line Items] | ||
| Foreign Currency Exchange Rate, Translation | 0.01785 | 0.01823 |
| Period Average [Member] | THB [Member] | ||
| Schedule of Translation of Amounts Exchange Rates [Line Items] | ||
| Foreign Currency Exchange Rate, Translation | 0.02803 | 0.02944 |
| Period Average [Member] | MYR [Member] | ||
| Schedule of Translation of Amounts Exchange Rates [Line Items] | ||
| Foreign Currency Exchange Rate, Translation | 0.21169 | 0.22777 |
| Period Average [Member] | IDR [Member] | ||
| Schedule of Translation of Amounts Exchange Rates [Line Items] | ||
| Foreign Currency Exchange Rate, Translation | 0.000064 | 0.000066 |
Summary of Significant Accounting Policies (Details) - Schedule of Computation of Diluted Net Loss Per Share - USD ($) |
3 Months Ended | 12 Months Ended | |
|---|---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
Dec. 31, 2023 |
|
| Schedule Of Computation Of Diluted Net Loss Per Share Abstract | |||
| Net loss attributable to Society Pass Incorporated | $ (2,839,925) | $ (5,294,927) | |
| Weighted average common shares outstanding – Basic and diluted | 2,341,300 | 1,805,523 | 1,805,523 |
| Net loss per share – Basic and diluted | $ (1.21) | $ (3) | $ (3) |
Summary of Significant Accounting Policies (Details) - Schedule of Computation of Diluted Net Loss Per Share (Parentheticals) - $ / shares |
3 Months Ended | 12 Months Ended | |
|---|---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
Dec. 31, 2023 |
|
| Schedule Of Computation Of Diluted Net Loss Per Share Abstract | |||
| Diluted weighted average common shares outstanding | 2,341,300 | 1,805,523 | 1,805,523 |
| Diluted Net loss per share | $ (1.21) | $ (3) | $ (3.00) |
Summary of Significant Accounting Policies (Details) - Schedule of Common Stock Issued - shares |
3 Months Ended | |||
|---|---|---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
|||
| Schedule of Common Stock Issued [Line Items] | ||||
| Total of common stock equivalents | 454,434 | 454,434 | ||
| Options to purchase common stock [Member] | ||||
| Schedule of Common Stock Issued [Line Items] | ||||
| Total of common stock equivalents | [1] | 129,685 | 129,685 | |
| Warrants granted to underwriter [Member] | ||||
| Schedule of Common Stock Issued [Line Items] | ||||
| Total of common stock equivalents | 253,549 | 253,549 | ||
| Warrants granted with Series C-1 Convertible Preferred Stock [Member] | ||||
| Schedule of Common Stock Issued [Line Items] | ||||
| Total of common stock equivalents | 71,200 | 71,200 | ||
| ||||
Revenue (Details) - Schedule of Revenue - USD ($) |
3 Months Ended | |
|---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
|
| At a point in time: | ||
| Revenue | $ 1,847,079 | $ 1,966,103 |
| Transferred at Point in Time [Member] | Sales – online ordering [Member] | ||
| At a point in time: | ||
| Revenue | 20,728 | 257,602 |
| Transferred at Point in Time [Member] | Sales – digital marketing [Member] | ||
| At a point in time: | ||
| Revenue | ||
| Transferred at Point in Time [Member] | Sales – online ticketing and reservation [Member] | ||
| At a point in time: | ||
| Revenue | 264,574 | 410,230 |
| Transferred at Point in Time [Member] | Sales – data [Member] | ||
| At a point in time: | ||
| Revenue | 4,566 | 14,302 |
| Transferred at Point in Time [Member] | Hardware sales [Member] | ||
| At a point in time: | ||
| Revenue | ||
| Transferred over Time [Member] | Sales – digital marketing [Member] | ||
| At a point in time: | ||
| Revenue | 1,552,420 | 1,283,774 |
| Transferred over Time [Member] | Software subscription sales [Member] | ||
| At a point in time: | ||
| Revenue | $ 4,791 | $ 195 |
Revenue (Details) - Schedule of Contract Liabilities - USD ($) |
3 Months Ended | 12 Months Ended |
|---|---|---|
Mar. 31, 2024 |
Dec. 31, 2023 |
|
| Schedule of Contract Liabilities [Abstract] | ||
| Contract liabilities, brought forward | $ 1,265,753 | $ 1,405,090 |
| Add: recognized as deferred revenue | 1,270,220 | 1,265,753 |
| Less: recognized as revenue | (1,265,753) | (1,405,090) |
| Contract liabilities, carried forward | $ 1,270,220 | $ 1,265,753 |
Segment Reporting (Details) |
3 Months Ended |
|---|---|
Mar. 31, 2024 | |
| Segment Reporting [Abstract] | |
| Reportable business segments | 6 |
Segment Reporting (Details) - Schedule of Segment Reporting - Chief Financial Officer [Member] - USD ($) |
3 Months Ended | ||
|---|---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
Dec. 31, 2023 |
|
| Segment Reporting Information [Line Items] | |||
| Total revenue | $ 1,847,079 | ||
| Total cost of revenue | (1,354,430) | $ (1,279,866) | |
| Gross income (loss) | 492,649 | 686,237 | |
| Operating Expenses | |||
| Intangible assets, net | 5,953,068 | $ 6,081,728 | |
| Identifiable assets | 7,323,037 | 10,281,446 | |
| Sales and marketing expenses | (127,135) | (130,664) | |
| Software development costs | (13,504) | (13,919) | |
| Depreciation | (61,581) | (63,917) | |
| Amortization | (103,534) | (800,000) | |
| General and administrative expenses | (3,078,556) | (5,127,969) | |
| Total operating expenses | (3,384,310) | (6,136,469) | |
| Income (loss) from operations | (2,891,661) | (5,450,232) | |
| Gain from early lease termination | 1,064 | ||
| JV income | 3,148 | ||
| Impairment loss | (75) | ||
| Interest income | 5,086 | 39,986 | |
| Interest expense | (173) | (352) | |
| Written-off of plant and equipment | (8,461) | ||
| Other income | 57,170 | 16,787 | |
| Total other income (expense) | 53,547 | 60,633 | |
| Income (loss) before income taxes | (2,838,114) | (5,389,599) | |
| Sales – online ordering [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total revenue | 20,728 | 257,602 | |
| Sales – digital marketing [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total revenue | 1,552,420 | 1,283,774 | |
| Sales – online ticketing and reservation [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total revenue | 264,574 | 410,230 | |
| Sales – data [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total revenue | 4,566 | 14,302 | |
| Software sales [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total revenue | 4,791 | 195 | |
| Hardware sales [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total revenue | |||
| Cost of online ordering [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total cost of revenue | (19,164) | (235,246) | |
| Cost of digital marketing [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total cost of revenue | (1,273,115) | (964,161) | |
| Cost of online platform [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total cost of revenue | |||
| Cost of data [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total cost of revenue | (50,110) | (18,646) | |
| Software sales [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total cost of revenue | (12,041) | (61,813) | |
| Hardware cost [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total cost of revenue | |||
| Digital Marketing [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total revenue | 1,552,420 | ||
| Total cost of revenue | (1,273,115) | (964,161) | |
| Gross income (loss) | 279,305 | 319,613 | |
| Operating Expenses | |||
| Impairment loss | |||
| Intangible assets, net | |||
| Identifiable assets | 2,512,707 | 2,495,897 | |
| Sales and marketing expenses | (4,959) | (7,994) | |
| Software development costs | |||
| Depreciation | (6,177) | (1,257) | |
| Amortization | |||
| General and administrative expenses | (461,965) | (233,481) | |
| Total operating expenses | (473,101) | (242,732) | |
| Income (loss) from operations | (193,796) | 76,881 | |
| Gain from early lease termination | 1,064 | ||
| Other income (expense) | |||
| Impairment loss | |||
| Interest income | 114 | ||
| Interest expense | |||
| Written-off of plant and equipment | |||
| Other income | 170 | 31 | |
| Total other income (expense) | 284 | 1,095 | |
| Income (loss) before income taxes | (193,512) | 77,976 | |
| Digital Marketing [Member] | Sales – online ordering [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total revenue | |||
| Digital Marketing [Member] | Sales – digital marketing [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total revenue | 1,552,420 | 1,283,774 | |
| Digital Marketing [Member] | Sales – online ticketing and reservation [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total revenue | |||
| Digital Marketing [Member] | Sales – data [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total revenue | |||
| Digital Marketing [Member] | Software sales [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total revenue | |||
| Digital Marketing [Member] | Hardware sales [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total revenue | |||
| Digital Marketing [Member] | Cost of online ordering [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total cost of revenue | |||
| Digital Marketing [Member] | Cost of digital marketing [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total cost of revenue | (1,273,115) | (964,161) | |
| Digital Marketing [Member] | Cost of online platform [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total cost of revenue | |||
| Digital Marketing [Member] | Cost of data [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total cost of revenue | |||
| Digital Marketing [Member] | Software sales [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total cost of revenue | |||
| Digital Marketing [Member] | Hardware cost [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total cost of revenue | |||
| Online Ticketing and reservation [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total revenue | 269,365 | ||
| Total cost of revenue | (8,053) | ||
| Gross income (loss) | 261,312 | 410,230 | |
| Operating Expenses | |||
| Impairment loss | |||
| Intangible assets, net | 57,607 | 65,791 | |
| Identifiable assets | 2,564,335 | 3,188,452 | |
| Sales and marketing expenses | (52,641) | (75,928) | |
| Software development costs | |||
| Depreciation | (22,041) | (28,340) | |
| Amortization | (6,257) | ||
| General and administrative expenses | (558,452) | (532,856) | |
| Total operating expenses | (639,391) | (637,124) | |
| Income (loss) from operations | (378,079) | (226,894) | |
| Gain from early lease termination | |||
| Other income (expense) | |||
| Interest income | 500 | 824 | |
| Interest expense | 68 | ||
| Written-off of plant and equipment | |||
| Other income | 1,009 | 934 | |
| Total other income (expense) | 1,577 | 1,758 | |
| Income (loss) before income taxes | (376,502) | (225,136) | |
| Online Ticketing and reservation [Member] | Sales – online ordering [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total revenue | |||
| Online Ticketing and reservation [Member] | Sales – digital marketing [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total revenue | |||
| Online Ticketing and reservation [Member] | Sales – online ticketing and reservation [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total revenue | 264,574 | 410,230 | |
| Online Ticketing and reservation [Member] | Sales – data [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total revenue | |||
| Online Ticketing and reservation [Member] | Software sales [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total revenue | 4,791 | ||
| Online Ticketing and reservation [Member] | Hardware sales [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total revenue | |||
| Online Ticketing and reservation [Member] | Cost of online ordering [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total cost of revenue | |||
| Online Ticketing and reservation [Member] | Cost of digital marketing [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total cost of revenue | |||
| Online Ticketing and reservation [Member] | Cost of online platform [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total cost of revenue | |||
| Online Ticketing and reservation [Member] | Cost of data [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total cost of revenue | |||
| Online Ticketing and reservation [Member] | Software sales [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total cost of revenue | (8,053) | ||
| Online Ticketing and reservation [Member] | Hardware cost [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total cost of revenue | |||
| e-Commerce [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total revenue | 20,728 | ||
| Total cost of revenue | (23,152) | (262,528) | |
| Gross income (loss) | (2,424) | (39,011) | |
| Operating Expenses | |||
| Impairment loss | |||
| Intangible assets, net | |||
| Identifiable assets | 312,708 | 361,421 | |
| Sales and marketing expenses | (19,411) | (44,981) | |
| Software development costs | |||
| Depreciation | (11,684) | (7,750) | |
| Amortization | |||
| General and administrative expenses | (130,193) | (230,332) | |
| Total operating expenses | (161,288) | (283,063) | |
| Income (loss) from operations | (163,712) | (322,074) | |
| Gain from early lease termination | |||
| Other income (expense) | |||
| Impairment loss | |||
| Interest income | 2 | 523 | |
| Interest expense | |||
| Written-off of plant and equipment | |||
| Other income | (6) | 436 | |
| Total other income (expense) | (4) | 959 | |
| Income (loss) before income taxes | (163,716) | (321,115) | |
| e-Commerce [Member] | Sales – online ordering [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total revenue | 20,728 | 223,517 | |
| e-Commerce [Member] | Sales – digital marketing [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total revenue | |||
| e-Commerce [Member] | Sales – online ticketing and reservation [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total revenue | |||
| e-Commerce [Member] | Sales – data [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total revenue | |||
| e-Commerce [Member] | Software sales [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total revenue | |||
| e-Commerce [Member] | Hardware sales [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total revenue | |||
| e-Commerce [Member] | Cost of online ordering [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total cost of revenue | (19,164) | (201,980) | |
| e-Commerce [Member] | Cost of digital marketing [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total cost of revenue | |||
| e-Commerce [Member] | Cost of online platform [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total cost of revenue | |||
| e-Commerce [Member] | Cost of data [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total cost of revenue | |||
| e-Commerce [Member] | Software sales [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total cost of revenue | (3,988) | (60,548) | |
| e-Commerce [Member] | Hardware cost [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total cost of revenue | |||
| Telecommunication Reseller [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total revenue | 4,566 | ||
| Total cost of revenue | (50,110) | (18,646) | |
| Gross income (loss) | (45,544) | (4,344) | |
| Operating Expenses | |||
| Impairment loss | |||
| Intangible assets, net | 801,680 | 911,706 | |
| Identifiable assets | 28,833 | 46,625 | |
| Sales and marketing expenses | 11,335 | (52) | |
| Software development costs | |||
| Depreciation | |||
| Amortization | (89,779) | ||
| General and administrative expenses | (7,376) | (43,820) | |
| Total operating expenses | (85,820) | (43,872) | |
| Income (loss) from operations | (131,364) | (48,216) | |
| Gain from early lease termination | |||
| Other income (expense) | |||
| Impairment loss | (75) | ||
| Interest income | |||
| Interest expense | (241) | (325) | |
| Written-off of plant and equipment | |||
| Other income | 228 | 12,471 | |
| Total other income (expense) | (88) | 12,146 | |
| Income (loss) before income taxes | (131,452) | (36,070) | |
| Telecommunication Reseller [Member] | Sales – online ordering [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total revenue | |||
| Telecommunication Reseller [Member] | Sales – digital marketing [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total revenue | |||
| Telecommunication Reseller [Member] | Sales – online ticketing and reservation [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total revenue | |||
| Telecommunication Reseller [Member] | Sales – data [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total revenue | 4,566 | 14,302 | |
| Telecommunication Reseller [Member] | Software sales [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total revenue | |||
| Telecommunication Reseller [Member] | Hardware sales [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total revenue | |||
| Telecommunication Reseller [Member] | Cost of online ordering [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total cost of revenue | |||
| Telecommunication Reseller [Member] | Cost of digital marketing [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total cost of revenue | |||
| Telecommunication Reseller [Member] | Cost of online platform [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total cost of revenue | |||
| Telecommunication Reseller [Member] | Cost of data [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total cost of revenue | (50,110) | (18,646) | |
| Telecommunication Reseller [Member] | Software sales [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total cost of revenue | |||
| Telecommunication Reseller [Member] | Hardware cost [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total cost of revenue | |||
| Merchant POS [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total cost of revenue | (1,265) | ||
| Gross income (loss) | (1,070) | ||
| Operating Expenses | |||
| Intangible assets, net | 5,093,781 | 5,104,231 | |
| Identifiable assets | 1,765,808 | 4,021,691 | |
| Sales and marketing expenses | (61,459) | ||
| Software development costs | (13,504) | (13,919) | |
| Depreciation | (16,268) | (22,002) | |
| Amortization | (7,498) | (800,000) | |
| General and administrative expenses | (1,863,775) | (3,984,201) | |
| Total operating expenses | (1,962,504) | (4,820,122) | |
| Income (loss) from operations | (1,962,504) | (4,821,192) | |
| Other income (expense) | |||
| Impairment loss | |||
| Interest income | 4,465 | 38,635 | |
| Interest expense | |||
| Written-off of plant and equipment | (8,461) | ||
| Other income | 53,151 | 2,876 | |
| Total other income (expense) | 49,155 | 41,511 | |
| Income (loss) before income taxes | (1,913,349) | (4,779,681) | |
| Merchant POS [Member] | Sales – online ordering [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total revenue | |||
| Merchant POS [Member] | Sales – digital marketing [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total revenue | |||
| Merchant POS [Member] | Sales – online ticketing and reservation [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total revenue | |||
| Merchant POS [Member] | Sales – data [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total revenue | |||
| Merchant POS [Member] | Software sales [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total revenue | 195 | ||
| Merchant POS [Member] | Hardware sales [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total revenue | |||
| Merchant POS [Member] | Cost of online ordering [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total cost of revenue | |||
| Merchant POS [Member] | Cost of digital marketing [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total cost of revenue | |||
| Merchant POS [Member] | Cost of online platform [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total cost of revenue | |||
| Merchant POS [Member] | Cost of data [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total cost of revenue | |||
| Merchant POS [Member] | Software sales [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total cost of revenue | (1,265) | ||
| Merchant POS [Member] | Hardware cost [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total cost of revenue | |||
| Online F&B and Groceries Deliveries [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total cost of revenue | (33,266) | ||
| Gross income (loss) | 819 | ||
| Operating Expenses | |||
| Impairment loss | |||
| Intangible assets, net | |||
| Identifiable assets | 138,646 | $ 167,360 | |
| Sales and marketing expenses | (1,709) | ||
| Software development costs | |||
| Depreciation | (5,411) | (4,568) | |
| Amortization | |||
| General and administrative expenses | (56,795) | (103,279) | |
| Total operating expenses | (62,206) | (109,556) | |
| Income (loss) from operations | (62,206) | (108,737) | |
| Gain from early lease termination | |||
| JV income | 3,148 | ||
| Impairment loss | |||
| Interest income | 5 | 4 | |
| Interest expense | (27) | ||
| Other income | 2,618 | 39 | |
| Total other income (expense) | 2,623 | 3,164 | |
| Income (loss) before income taxes | (59,583) | (105,573) | |
| Online F&B and Groceries Deliveries [Member] | Sales – online ordering [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total revenue | 34,085 | ||
| Online F&B and Groceries Deliveries [Member] | Sales – digital marketing [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total revenue | |||
| Online F&B and Groceries Deliveries [Member] | Sales – online ticketing and reservation [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total revenue | |||
| Online F&B and Groceries Deliveries [Member] | Sales – data [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total revenue | |||
| Online F&B and Groceries Deliveries [Member] | Software sales [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total revenue | |||
| Online F&B and Groceries Deliveries [Member] | Hardware sales [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total revenue | |||
| Online F&B and Groceries Deliveries [Member] | Cost of online ordering [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total cost of revenue | (33,266) | ||
| Online F&B and Groceries Deliveries [Member] | Cost of digital marketing [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total cost of revenue | |||
| Online F&B and Groceries Deliveries [Member] | Cost of online platform [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total cost of revenue | |||
| Online F&B and Groceries Deliveries [Member] | Cost of data [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total cost of revenue | |||
| Online F&B and Groceries Deliveries [Member] | Software sales [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total cost of revenue | |||
| Online F&B and Groceries Deliveries [Member] | Hardware cost [Member] | |||
| Segment Reporting Information [Line Items] | |||
| Total cost of revenue | |||
Segment Reporting (Details) - Schedule of Geographic Segments - USD ($) |
Mar. 31, 2024 |
Mar. 31, 2023 |
|---|---|---|
| Schedule of Geographic Segments [Line Items] | ||
| Revenues | $ 1,847,079 | $ 1,966,103 |
| Indonesia [Member] | ||
| Schedule of Geographic Segments [Line Items] | ||
| Revenues | 272,434 | 250,713 |
| Vietnam [Member] | ||
| Schedule of Geographic Segments [Line Items] | ||
| Revenues | 359,667 | 277,737 |
| Philippines [Member] | ||
| Schedule of Geographic Segments [Line Items] | ||
| Revenues | 58,276 | 31,671 |
| Singapore [Member] | ||
| Schedule of Geographic Segments [Line Items] | ||
| Revenues | 50,958 | 172,310 |
| United States [Member] | ||
| Schedule of Geographic Segments [Line Items] | ||
| Revenues | 906,128 | 1,057,665 |
| Thailand [Member] | ||
| Schedule of Geographic Segments [Line Items] | ||
| Revenues | 199,337 | 174,415 |
| Malaysia [Member] | ||
| Schedule of Geographic Segments [Line Items] | ||
| Revenues | $ 279 | $ 1,592 |
Deposit, Prepayments and Other Receivables (Details) - Schedule of Deposit, Prepayments and Other Receivables - USD ($) |
Mar. 31, 2024 |
Dec. 31, 2023 |
|---|---|---|
| Schedule of Deposit, Prepayments and Other Receivables [Abstract] | ||
| Deposits | $ 448,776 | $ 772,427 |
| Prepayments | 861,880 | 838,721 |
| Value added tax | 100,967 | 118,167 |
| Interest receivable | 11,552 | |
| Other receivables | 472,763 | 466,907 |
| Total | $ 1,884,386 | $ 2,207,774 |
Inventories (Details) - USD ($) |
3 Months Ended | ||
|---|---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
Dec. 31, 2023 |
|
| Inventories [Abstract] | |||
| Cost of sales | $ 19,164 | $ 235,246 | |
| Inventories | $ 379,736 | $ 431,483 | |
Inventories (Details) - Schedule of Inventories - USD ($) |
Mar. 31, 2024 |
Dec. 31, 2023 |
|---|---|---|
| Schedule of Inventories [Abstract] | ||
| Finished goods | $ 379,736 | $ 431,483 |
| Less: | ||
| Reserve for excess and obsolete inventory | ||
| Total Inventories | $ 379,736 | $ 431,483 |
Intangible Assets (Details) - USD ($) |
3 Months Ended | ||||
|---|---|---|---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
Dec. 31, 2023 |
Sep. 30, 2020 |
Nov. 01, 2018 |
|
| Intangible Assets [Line Items] | |||||
| Development costs | $ 14,765,202 | $ 14,812,103 | |||
| Subscription agreement shares (in Shares) | 8,000 | ||||
| Aggregate amount | $ 8,000,000 | ||||
| Stated value (in Dollars per share) | $ 1,000 | ||||
| Price per shares (in Dollars per share) | $ 10 | ||||
| Amortization of intangible assets | $ 0 | $ 800,000 | |||
| Software Development Agreement [Member] | |||||
| Intangible Assets [Line Items] | |||||
| Development costs | $ 8,000,000 | ||||
| Estimated life | 2 years 6 months | ||||
| Apps Development [Member] | |||||
| Intangible Assets [Line Items] | |||||
| Development costs | $ 941,395 | $ 966,535 | |||
| Series A Convertible Preferred Stock [Member] | |||||
| Intangible Assets [Line Items] | |||||
| Subscription agreement shares (in Shares) | 8,000 | ||||
| Aggregate amount | $ 8,000,000 | ||||
| Stated value (in Dollars per share) | $ 1,000 | ||||
Intangible Assets (Details) - Schedule of Intangible Assets - USD ($) |
3 Months Ended | |
|---|---|---|
Mar. 31, 2024 |
Dec. 31, 2023 |
|
| Finite-Lived Intangible Assets [Line Items] | ||
| Intangible assets, gross | $ 14,765,202 | $ 14,812,103 |
| Less: accumulated depreciation | (8,812,134) | (8,730,375) |
| Intangible assets, net | $ 5,953,068 | 6,081,728 |
| Software Platform [Member] | ||
| Finite-Lived Intangible Assets [Line Items] | ||
| Intangible assets, Useful life | 2 years 6 months | |
| Intangible assets, gross | $ 8,000,000 | 8,000,000 |
| Apps Development [Member] | ||
| Finite-Lived Intangible Assets [Line Items] | ||
| Intangible assets, Useful life | 3 years | |
| Intangible assets, gross | $ 941,395 | 966,535 |
| Computer software [Member] | ||
| Finite-Lived Intangible Assets [Line Items] | ||
| Intangible assets, Useful life | 3 years | |
| Intangible assets, gross | $ 723,153 | 744,914 |
| Software System [Member] | ||
| Finite-Lived Intangible Assets [Line Items] | ||
| Intangible assets, Useful life | 3 years | |
| Intangible assets, gross | ||
| Intellectual Technology [Member] | ||
| Finite-Lived Intangible Assets [Line Items] | ||
| Intangible assets, Useful life | 3 years | |
| Intangible assets, gross | ||
| Identifiable Intangible Asset [Member] | ||
| Finite-Lived Intangible Assets [Line Items] | ||
| Intangible assets, gross | $ 5,100,654 | 5,100,654 |
| Intangible assets, Useful life | Indefinite | |
| Other Intangible Assets [Member] | ||
| Finite-Lived Intangible Assets [Line Items] | ||
| Intangible assets, gross | ||
| Minimum [Member] | Other Intangible Assets [Member] | ||
| Finite-Lived Intangible Assets [Line Items] | ||
| Intangible assets, Useful life | 3 years | |
| Maximum [Member] | Other Intangible Assets [Member] | ||
| Finite-Lived Intangible Assets [Line Items] | ||
| Intangible assets, Useful life | 5 years |
Property, Plant and Equipment (Details) - USD ($) |
3 Months Ended | |
|---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
|
| Property, Plant and Equipment [Abstract] | ||
| Depreciation | $ 61,581 | $ 63,917 |
Property, Plant and Equipment (Details) - Schedule of Property, Plant and Equipment - USD ($) |
Mar. 31, 2024 |
Dec. 31, 2023 |
|---|---|---|
| Schedule of Property, Plant and Equipment [Line Items] | ||
| Property, plant and equipment, Gross | $ 1,161,433 | $ 1,207,267 |
| Less: accumulated depreciation | (562,810) | (520,609) |
| Property, plant and equipment, Net | 598,623 | 686,658 |
| Computer [Member] | ||
| Schedule of Property, Plant and Equipment [Line Items] | ||
| Property, plant and equipment, Gross | 515,614 | 526,495 |
| Office equipment [Member] | ||
| Schedule of Property, Plant and Equipment [Line Items] | ||
| Property, plant and equipment, Gross | 54,326 | 56,098 |
| Furniture and fixtures [Member] | ||
| Schedule of Property, Plant and Equipment [Line Items] | ||
| Property, plant and equipment, Gross | 10,384 | 10,531 |
| Renovation [Member] | ||
| Schedule of Property, Plant and Equipment [Line Items] | ||
| Property, plant and equipment, Gross | $ 581,109 | $ 614,143 |
Amounts Due to Related Parties (Details) - USD ($) |
Mar. 31, 2024 |
Dec. 31, 2023 |
||
|---|---|---|---|---|
| Related Party [Member] | ||||
| Amounts Due to Related Parties [Line Items] | ||||
| Due to related parties balance | [1] | $ 9,567 | $ 9,900 | |
| ||||
Amounts Due to Related Parties (Details) - Schedule of Amounts Due to Related Parties - USD ($) |
Mar. 31, 2024 |
Dec. 31, 2023 |
||
|---|---|---|---|---|
| Related Party [Member] | ||||
| Related Party Transaction [Line Items] | ||||
| Amounts due to related parties | [1] | $ 9,567 | $ 9,900 | |
| ||||
Accounts Payable and Accrued Liabilities (Details) - Schedule of Accounts Payable - USD ($) |
Mar. 31, 2024 |
Dec. 31, 2023 |
||
|---|---|---|---|---|
| Schedule of Accounts Payable [Abstract] | ||||
| Accounts payable- | $ 1,827,955 | $ 1,690,651 | ||
| Accrued liabilities and other payables | [1] | 5,736,948 | 6,866,169 | |
| Total Accounts payable | $ 7,564,903 | $ 8,556,820 | ||
| ||||
Accounts Payable and Accrued Liabilities (Details) - Schedule of Accrued Liabilities and Other Payables - USD ($) |
Mar. 31, 2024 |
Dec. 31, 2023 |
||||||
|---|---|---|---|---|---|---|---|---|
| Schedule of Accrued Liabilities and Other Payables [Abstract] | ||||||||
| Accrued payroll | $ 88,780 | $ 137,096 | ||||||
| Accrued VAT expenses | 27,994 | 40,855 | ||||||
| Accrued taxes | 1,942,520 | 1,990,994 | ||||||
| Accrued litigation expense | [1] | 1,298,495 | ||||||
| Customer deposit | 460,007 | 402,339 | ||||||
| Customer refund | 1,121,340 | 922,784 | ||||||
| Other payables | [1] | 796,126 | 897,566 | |||||
| Other accrual | [2] | 1,300,181 | 1,176,040 | |||||
| Total Accrued liabilities | [3] | $ 5,736,948 | $ 6,866,169 | |||||
| ||||||||
Leases (Details) - USD ($) |
Mar. 31, 2024 |
Dec. 31, 2023 |
|---|---|---|
| Leases [Abstract] | ||
| Incremental borrowing rate | 5.70% | |
| Lease term | 2 years 9 months 21 days | |
| Right-of-use assets | $ 1,095,077 | $ 1,407,956 |
| Lease liabilities | $ 1,097,153 | $ 1,411,226 |
Leases (Details) - Schedule of Short-Term Leases - USD ($) |
3 Months Ended | |
|---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
|
| Schedule of Short-Term Leases [Abstract] | ||
| Operating lease expense (per ASC 842) | $ 131,830 | $ 134,455 |
| Short-term lease expense (other than ASC 842) | 16,392 | 11,418 |
| Total lease expense | $ 148,222 | $ 145,873 |
Leases (Details) - Schedule of Future Contractual Lease Payments - USD ($) |
Mar. 31, 2024 |
Dec. 31, 2023 |
|---|---|---|
| Schedule of Future Contractual Lease Payments [Abstract] | ||
| 2025 | $ 488,898 | |
| 2026 | 347,039 | |
| 2027 | 230,456 | |
| 2028 | 118,494 | |
| Total | 1,184,887 | |
| Less: interest | (87,734) | |
| Present value of lease liabilities | 1,097,153 | $ 1,411,226 |
| Less: non-current portion | (655,215) | (847,950) |
| Present value of lease liabilities – current liability | $ 441,938 | $ 563,276 |
Loan (Details) |
3 Months Ended | |||
|---|---|---|---|---|
|
Aug. 17, 2021
USD ($)
|
Mar. 31, 2024
USD ($)
|
Mar. 31, 2023
USD ($)
|
Aug. 17, 2021
SGD ($)
|
|
| Loan [Line Items] | ||||
| Interest expense | $ 325 | |||
| S G D 2 [Member] | ||||
| Loan [Line Items] | ||||
| Loans Payable | $ 35,937 | $ 50,000 | ||
| Loan term | 60 months | |||
| Interest rate | 4.75% | |||
| Interest expense | $ 239 | |||
Loan (Details) - Schedule of Loan - USD ($) |
Mar. 31, 2024 |
Dec. 31, 2023 |
||
|---|---|---|---|---|
| Loan (Details) - Schedule of Loan [Line Items] | ||||
| Loans Payable | $ 18,980 | $ 21,313 | ||
| Loan A [Member] | ||||
| Loan (Details) - Schedule of Loan [Line Items] | ||||
| Loans Payable | [1] | $ 18,980 | $ 21,313 | |
| ||||
Shareholders’ Deficit (Details) - Details 1 - USD ($) |
1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 08, 2021 |
Nov. 12, 2021 |
Nov. 08, 2021 |
Dec. 31, 2019 |
Aug. 31, 2019 |
Dec. 31, 2020 |
Mar. 31, 2024 |
Mar. 31, 2023 |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Sep. 01, 2021 |
|
| Shareholders’ Deficit [Line Items] | ||||||||||||
| Common stock shares authorized | 6,333,333 | 6,333,333 | ||||||||||
| Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||
| Common stock shares issued | 2,517,528 | 2,217,491 | 54,330 | |||||||||
| Common stock issued | 2,517,528 | 2,217,491 | ||||||||||
| Stock split | On September 21, 2021, the Company effected a 1 for 2.5 stock split of the issued and outstanding shares of the Company’s common stock. | |||||||||||
| Offering shares | 192,593 | |||||||||||
| Public offering price per shares (in Dollars per share) | $ 135 | |||||||||||
| Additional purchased shares | 236,111 | 236,111 | ||||||||||
| Firm shares (in Dollars) | $ 26,000,001 | |||||||||||
| Option shares (in Dollars) | $ 2,124,999 | |||||||||||
| Incurred expenses (in Dollars) | $ 2,677,846 | |||||||||||
| Consulting services (in Dollars) | $ 330,000 | $ 200,009 | ||||||||||
| Exercised options (in Dollars per share) | $ 23.7 | |||||||||||
| Staff exercised options value (in Dollars) | $ 1,226,793 | |||||||||||
| Exercise price per share (in Dollars per share) | 1,148 | |||||||||||
| Warrants issued (in Dollars) | $ 1,400 | |||||||||||
| Redeemable warrant per share (in Dollars per share) | $ 6,300 | |||||||||||
| Warrants issued | 126 | |||||||||||
| Warrants exercised | 56 | 243,299 | ||||||||||
| Exercise price per share (in Dollars per share) | $ 97.35 | |||||||||||
| Fair value of vested option (in Dollars) | $ 0 | $ 0 | ||||||||||
| Warrant [Member] | ||||||||||||
| Shareholders’ Deficit [Line Items] | ||||||||||||
| Warrants issued | 1,400 | |||||||||||
| Purchase of warrants | 1,400 | |||||||||||
| Fair value (in Dollars) | $ 17,500 | |||||||||||
| Exercise price per share (in Dollars per share) | $ 0.0015 | |||||||||||
| Warrants intrinsic value (in Dollars) | $ 0 | $ 73,667 | ||||||||||
| Common Stock [Member] | ||||||||||||
| Shareholders’ Deficit [Line Items] | ||||||||||||
| Common stock shares issued | 133,333 | 13,072 | ||||||||||
| Consulting services (in Dollars) | $ 13 | $ 1 | ||||||||||
| Staff exercised options value (in Dollars) | 5 | |||||||||||
| Common Stock [Member] | Equity Option [Member] | ||||||||||||
| Shareholders’ Deficit [Line Items] | ||||||||||||
| Common stock shares issued | 0 | |||||||||||
| Volatility [Member] | ||||||||||||
| Shareholders’ Deficit [Line Items] | ||||||||||||
| Volatility rate | 25.00% | |||||||||||
| Consultants [Member] | ||||||||||||
| Shareholders’ Deficit [Line Items] | ||||||||||||
| Consulting services (in Dollars) | $ 330,000 | $ 460,000 | ||||||||||
| Employees [Member] | ||||||||||||
| Shareholders’ Deficit [Line Items] | ||||||||||||
| Common stock shares issued | 0 | 7,277 | ||||||||||
| Compensation expenses (in Dollars) | $ 0 | $ 200,000 | ||||||||||
| Staff [Member] | ||||||||||||
| Shareholders’ Deficit [Line Items] | ||||||||||||
| Common stock shares issued | 52,229 | |||||||||||
| Staff exercised options value (in Dollars) | 0 | $ 1,226,793 | ||||||||||
| Board of Directors [Member] | ||||||||||||
| Shareholders’ Deficit [Line Items] | ||||||||||||
| Stock option to purchase | 129,685 | |||||||||||
| Common Stock [Member] | ||||||||||||
| Shareholders’ Deficit [Line Items] | ||||||||||||
| Common stock shares authorized (in Dollars) | $ 11,333,333 | |||||||||||
| Common stock shares authorized | 6,333,333 | |||||||||||
| Common stock par value (in Dollars per share) | $ 0.0001 | |||||||||||
| Preferred stock shares authorized | 5,000,000 | |||||||||||
| Preferred stock par or stated value per share (in Dollars per share) | $ 0.0001 | |||||||||||
| Common stock shares issued | 2,517,528 | 2,217,491 | ||||||||||
| Common stock issued | 2,517,528 | 2,217,491 | ||||||||||
| Stock split | On February 10, 2021, the Company effected a 750 for 1 stock split of the issued and outstanding shares of the Company’s common stock. | |||||||||||
| Converted into shares | 750 | |||||||||||
| Warrants exercised | 9,630 | |||||||||||
| Common Stock [Member] | Consulting Services [Member] | ||||||||||||
| Shareholders’ Deficit [Line Items] | ||||||||||||
| Common stock shares issued | 133,333 | |||||||||||
| Series A Preferred Stock [Member] | ||||||||||||
| Shareholders’ Deficit [Line Items] | ||||||||||||
| Converted into shares | 888,889 | |||||||||||
| Common stock value (in Dollars) | $ 8,000,000 | |||||||||||
| Series B Preferred Stock [Member] | ||||||||||||
| Shareholders’ Deficit [Line Items] | ||||||||||||
| Converted into shares | 764,400 | |||||||||||
| Common stock value (in Dollars) | $ 3,412,503 | |||||||||||
| Series C Preferred Stock [Member] | ||||||||||||
| Shareholders’ Deficit [Line Items] | ||||||||||||
| Converted into shares | 465,600 | |||||||||||
| Common stock value (in Dollars) | $ 8,353,373 | |||||||||||
| Series C-1 Preferred Stock [Member] | Common Stock [Member] | ||||||||||||
| Shareholders’ Deficit [Line Items] | ||||||||||||
| Converted into shares | 77,200 | |||||||||||
| Common stock value (in Dollars) | $ 10,433,580 | |||||||||||
| Series C-1 Preferred Stock [Member] | Common Stock [Member] | ||||||||||||
| Shareholders’ Deficit [Line Items] | ||||||||||||
| Converted into shares | 0 | |||||||||||
| Common stock value (in Dollars) | $ 0 | |||||||||||
| Series C-1 Convertible Preferred Stock [Member] | ||||||||||||
| Shareholders’ Deficit [Line Items] | ||||||||||||
| Warrants exercised | 56 | |||||||||||
| IPO [Member] | Series A Preferred Stock [Member] | ||||||||||||
| Shareholders’ Deficit [Line Items] | ||||||||||||
| Converted into shares | 59,259 | |||||||||||
| Common stock value (in Dollars) | $ 8,000,000 | |||||||||||
| IPO [Member] | Series B Preferred Stock [Member] | ||||||||||||
| Shareholders’ Deficit [Line Items] | ||||||||||||
| Converted into shares | 50,960 | |||||||||||
| Common stock value (in Dollars) | $ 3,412,503 | |||||||||||
| IPO [Member] | Series B-1 Preferred Stock [Member] | ||||||||||||
| Shareholders’ Deficit [Line Items] | ||||||||||||
| Converted into shares | 3,200 | |||||||||||
| Common stock value (in Dollars) | $ 466,720 | |||||||||||
| IPO [Member] | Series C Preferred Stock [Member] | ||||||||||||
| Shareholders’ Deficit [Line Items] | ||||||||||||
| Converted into shares | 31,040 | |||||||||||
| Common stock value (in Dollars) | $ 8,353,373 | |||||||||||
| IPO [Member] | Series C-1 Preferred Stock [Member] | ||||||||||||
| Shareholders’ Deficit [Line Items] | ||||||||||||
| Converted into shares | 279,680 | |||||||||||
| Common stock value (in Dollars) | $ 5,536,832 | |||||||||||
Shareholders’ Deficit (Details) - Details 4 - USD ($) |
3 Months Ended | 12 Months Ended | |
|---|---|---|---|
Mar. 31, 2024 |
Dec. 31, 2023 |
Sep. 01, 2021 |
|
| Shareholders’ Deficit [Line Items] | |||
| Common stock shares issued | 2,517,528 | 2,217,491 | 54,330 |
| Stock compensation expense (in Dollars) | $ 0 | $ 346,500 | |
| Common Stock [Member] | |||
| Shareholders’ Deficit [Line Items] | |||
| Common stock shares issued | 2,517,528 | 2,217,491 | |
| Shares shall be subject to vesting | 43,464 | ||
| Shares issued | 10,866 |
Shareholders’ Deficit (Details) - Schedule of Issued and Outstanding Warrants - Warrant [Member] - $ / shares |
3 Months Ended | 12 Months Ended | |||
|---|---|---|---|---|---|
Dec. 31, 2020 |
Mar. 31, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
|
| Class of Warrant or Right [Line Items] | |||||
| Warrants, Outstanding | 137 | 252,929 | 252,929 | 252,929 | 9,888 |
| Weighted average exercise price, Outstanding | $ 6,300 | $ 53.55 | $ 53.55 | $ 53.55 | $ 308.55 |
| Weighted average remaining contractual life (in years), Outstanding | 7 months 6 days | 2 years 9 months 7 days | 3 years 7 days | 4 years 10 days | 4 years 10 months 17 days |
| Warrants, Issued | 248,586 | 142 | |||
| Weighted average exercise price, Issued | $ 49.2 | $ 6,300 | |||
| Weighted average remaining contractual life (in years), Issued | 4 years 1 month 9 days | 6 months | |||
| Warrants, Issued | 9,630 | ||||
| Weighted average exercise price, Issued | $ 148.5 | ||||
| Weighted average remaining contractual life (in years), Issued | 5 years | ||||
| Warrants, Exercised | (5,307) | (21) | |||
| Weighted average exercise price, Exercised | $ 49.2 | $ 6,300 | |||
| Weighted average remaining contractual life (in years), Exercised | 6 months | ||||
| Warrants, Expired | (238) | ||||
| Weighted average exercise price, Expired | $ 6,300 | ||||
| Weighted average remaining contractual life (in years), Expired | |||||
Shareholders’ Deficit (Details) - Schedule of Stock Option Assumptions - $ / shares |
3 Months Ended | |
|---|---|---|
Dec. 08, 2021 |
Mar. 31, 2024 |
|
| Before modification [Member] | ||
| Shareholders’ Deficit (Details) - Schedule of Stock Option Assumptions [Line Items] | ||
| Dividend rate | 0.00% | |
| Risk-free rate | 0.06% | |
| Weighted average expected life (years) | 9 years | |
| Expected volatility | 25.00% | |
| Exercise price (in Dollars per share) | $ 1.4 | |
| After Modification [Member] | ||
| Shareholders’ Deficit (Details) - Schedule of Stock Option Assumptions [Line Items] | ||
| Dividend rate | 0.00% | |
| Risk-free rate | 0.12% | |
| Weighted average expected life (years) | 18 years | |
| Expected volatility | 25.00% | |
| Exercise price (in Dollars per share) | $ 1.4 | |
| Black Scholes option pricing model [Member] | ||
| Shareholders’ Deficit (Details) - Schedule of Stock Option Assumptions [Line Items] | ||
| Dividend rate | 0.00% | |
| Risk-free rate | 1.52% | |
| Weighted average expected life (years) | 10 years | |
| Expected volatility | 130.00% | |
| Share price (in Dollars per share) | $ 6.49 |
Shareholders’ Deficit (Details) - Schedule of Stock Option - Stock Option [Member] - $ / shares |
3 Months Ended | 12 Months Ended | |
|---|---|---|---|
Mar. 31, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
|
| Shareholders’ Deficit (Details) - Schedule of Stock Option [Line Items] | |||
| Warrants, Outstanding | 129,684 | 129,684 | 129,684 |
| Weighted average exercise price, Outstanding | $ 97.35 | $ 97.35 | $ 97.35 |
| Weighted average remaining contractual life (in years), Outstanding | 9 years 3 months | 10 years | 10 years |
| Warrants, Granted | |||
| Weighted average exercise price, Granted | |||
| Weighted average remaining contractual life (in years), Granted | |||
| Warrants, Exercised | |||
| Weighted average exercise price, Exercised | |||
| Weighted average remaining contractual life (in years), Exercised | |||
| Warrants, Expired | |||
| Weighted average exercise price, Expired | |||
| Weighted average remaining contractual life (in years), Expired | |||
Shareholders’ Deficit (Details) - Schedule of Director's stock awards - Stock awards [Member] - $ / shares |
3 Months Ended | 12 Months Ended | |
|---|---|---|---|
Mar. 31, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
|
| Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
| Stock awards, Unvested | 21,732 | ||
| Weighted average exercise price, Unvested | $ 114.75 | ||
| Weighted average remaining contractual life, Unvested | 11 months 1 day | ||
| Stock awards, Issued | |||
| Weighted average exercise price, Issued | |||
| Weighted average remaining contractual life, Issued | |||
| Stock awards, Vested | (21,732) | ||
| Weighted average exercise price, Vested | $ 114.75 | ||
| Weighted average remaining contractual life, Vested | |||
| Stock awards, Cancelled | |||
| Weighted average exercise price, Cancelled | |||
| Weighted average remaining contractual life, Cancelled | |||
Preferred Stocks and Warrants (Details) - USD ($) |
3 Months Ended | ||
|---|---|---|---|
Mar. 31, 2024 |
Dec. 31, 2023 |
Aug. 31, 2021 |
|
| Preferred Stocks and Warrants [Line Items] | |||
| Common stock quotient percentage | 40.00% | ||
| Liquidation Rights [Member] | |||
| Preferred Stocks and Warrants [Line Items] | |||
| Voting securities percentage | 50.00% | ||
| Common Stock [Member] | |||
| Preferred Stocks and Warrants [Line Items] | |||
| Converted into shares | 750 | ||
| Series A Preferred Stock [Member] | |||
| Preferred Stocks and Warrants [Line Items] | |||
| Converted into shares | 888,889 | ||
| Common stock value (in Dollars) | $ 8,000,000 | ||
| Price per share (in Dollars per share) | $ 9 | ||
| Series B Preferred Shares [Member] | |||
| Preferred Stocks and Warrants [Line Items] | |||
| Converted into shares | 764,400 | ||
| Common stock value (in Dollars) | $ 3,412,503 | ||
| Conversion price per share (in Dollars per share) | $ 4.46 | ||
| Series B-1 Preferred Stock [Member] | |||
| Preferred Stocks and Warrants [Line Items] | |||
| Converted into shares | 466,720 | ||
| Common stock value (in Dollars) | $ 48,000 | ||
| Price per share (in Dollars per share) | $ 9.72 | ||
| Series C Preferred Stock [Member] | |||
| Preferred Stocks and Warrants [Line Items] | |||
| Converted into shares | 465,600 | ||
| Common stock value (in Dollars) | $ 8,353,373 | ||
| Conversion price per share (in Dollars per share) | $ 17.9 | ||
| Series C-1 Preferred Stock [Member] | |||
| Preferred Stocks and Warrants [Line Items] | |||
| Converted into shares | 4,195,200 | ||
| Common stock value (in Dollars) | $ 5,536,832 | ||
| Conversion price per share (in Dollars per share) | $ 1.21 | ||
| Series X Super Voting Preferred Stock [Member] | |||
| Preferred Stocks and Warrants [Line Items] | |||
| Preferred stock, shares issued | 3,500 | 3,500 | 2,000 |
| Preferred stock, shares outstanding | 3,500 | 3,500 |
Preferred Stocks and Warrants (Details) - Schedule of Preferred Stock - $ / shares |
Mar. 31, 2024 |
Dec. 31, 2023 |
|---|---|---|
| Series A Convertible Preferred Stock [Member] | ||
| Schedule of Preferred Stock [Line Items] | ||
| No. of shares | 10,000 | 10,000 |
| Stated Value | $ 1,000 | $ 1,000 |
| Series B Convertible Preferred Stock [Member] | ||
| Schedule of Preferred Stock [Line Items] | ||
| No. of shares | 10,000 | 10,000 |
| Stated Value | $ 1,336 | $ 1,336 |
| Series B-1 Convertible Preferred Stock [Member] | ||
| Schedule of Preferred Stock [Line Items] | ||
| No. of shares | 15,000 | 15,000 |
| Stated Value | $ 2,917 | $ 2,917 |
| Series C Convertible Preferred Stock [Member] | ||
| Schedule of Preferred Stock [Line Items] | ||
| No. of shares | 15,000 | 15,000 |
| Stated Value | $ 5,763 | $ 5,763 |
| Series C-1 Convertible Preferred Stock [Member] | ||
| Schedule of Preferred Stock [Line Items] | ||
| No. of shares | 30,000 | 30,000 |
| Stated Value | $ 420 | $ 420 |
| Series X Super Voting Preferred Stock [Member] | ||
| Schedule of Preferred Stock [Line Items] | ||
| No. of shares | 3,500 | 3,500 |
| Stated Value | $ 0.0001 | $ 0.0001 |
Treasury Stock (Details) - USD ($) |
Mar. 31, 2024 |
Dec. 31, 2023 |
Jan. 25, 2023 |
|---|---|---|---|
| Treasury Stocks [Line Items] | |||
| Share repurchase program | $ 1,813,218 | $ 1,214,475 | |
| Board of Directors Chairman [Member] | |||
| Treasury Stocks [Line Items] | |||
| Share repurchase program | $ 2,000,000 |
Treasury Stock (Details) - Schedule of Repurchases of Common Stock - USD ($) |
3 Months Ended | |
|---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
|
| Schedule of Repurchases of Common Stock [Line Items] | ||
| Aggregate common stock repurchased | 966,583 | 1,111,605 |
| Weighted average price paid per share | $ 0.1932 | $ 0.7067 |
| Total amount paid | $ 186,782 | $ 785,525 |
Income Taxes (Details) - USD ($) |
3 Months Ended | |
|---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
|
| Income Taxes [Line Items] | ||
| Operating loss | $ 2,839,224 | |
| Foreign tax rate | 10.50% | |
| Penalty | ||
| US [Member] | ||
| Income Taxes [Line Items] | ||
| Operating loss | 34,558,206 | |
| Deferred tax asset | 7,257,223 | |
| Singapore [Member] | ||
| Income Taxes [Line Items] | ||
| Operating loss | 11,499,213 | |
| Deferred tax asset | 1,954,866 | |
| VIET NAM | ||
| Income Taxes [Line Items] | ||
| Operating loss | 5,277,875 | |
| Deferred tax asset | $ 1,055,575 | |
| Income tax rate | 20.00% | |
| Malaysia [Member] | ||
| Income Taxes [Line Items] | ||
| Deferred tax asset | $ 641 | |
| Income tax rate | 25.00% | |
| Operating gain | $ 2,564 | |
| Indonesia [Member] | ||
| Income Taxes [Line Items] | ||
| Operating loss | 423,101 | |
| Deferred tax asset | 93,082 | |
| Philippines [Member] | ||
| Income Taxes [Line Items] | ||
| Operating loss | 1,063,144 | |
| Deferred tax asset | 265,786 | |
| Thailand [Member] | ||
| Income Taxes [Line Items] | ||
| Operating loss | 411,246 | |
| Deferred tax asset | 82,249 | |
| Malaysia [Member] | ||
| Income Taxes [Line Items] | ||
| Operating loss | 20,199 | |
| Deferred tax expenses | $ 4,848 | |
Income Taxes (Details) - Schedule of Loss Before Income Taxes - USD ($) |
3 Months Ended | |
|---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
|
| Income Tax Disclosure [Abstract] | ||
| Local | $ 987,269 | $ 3,092,769 |
| Foreign | 1,850,845 | 1,486,830 |
| Loss before income taxes | $ 2,838,114 | $ 5,389,599 |
Income Taxes (Details) - Schedule of Provision for Income Taxes - USD ($) |
3 Months Ended | |
|---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
|
| Income Taxes (Details) - Schedule of Provision for Income Taxes [Line Items] | ||
| Income tax expense Deferred | $ 4,611 | |
| Income tax expense | 1,110 | 614 |
| United States [Member] | ||
| Income Taxes (Details) - Schedule of Provision for Income Taxes [Line Items] | ||
| Income tax expense Current | ||
| Income tax expense Deferred | ||
| Singapore [Member] | ||
| Income Taxes (Details) - Schedule of Provision for Income Taxes [Line Items] | ||
| Income tax expense Current | ||
| Income tax expense Deferred | ||
| Vietnam [Member] | ||
| Income Taxes (Details) - Schedule of Provision for Income Taxes [Line Items] | ||
| Income tax expense Current | 465 | |
| Income tax expense Deferred | ||
| India [Member] | ||
| Income Taxes (Details) - Schedule of Provision for Income Taxes [Line Items] | ||
| Income tax expense Current | 645 | 614 |
| Income tax expense Deferred | ||
| Philippines [Member] | ||
| Income Taxes (Details) - Schedule of Provision for Income Taxes [Line Items] | ||
| Income tax expense Current | ||
| Income tax expense Deferred | ||
| Thailand [Member] | ||
| Income Taxes (Details) - Schedule of Provision for Income Taxes [Line Items] | ||
| Income tax expense Current | ||
| Income tax expense Deferred | ||
| Malaysia [Member] | ||
| Income Taxes (Details) - Schedule of Provision for Income Taxes [Line Items] | ||
| Income tax expense Current | ||
| Income tax expense Deferred | ||
Income Taxes (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($) |
Mar. 31, 2024 |
Dec. 31, 2023 |
|---|---|---|
| Income Taxes (Details) - Schedule of Deferred Tax Assets and Liabilities [Line Items] | ||
| Deferred tax assets Net operating loss carryforwards | $ 16,723,916 | $ 16,252,152 |
| Less: valuation allowance | (16,578,669) | (16,102,294) |
| Deferred tax assets, net | 145,247 | 149,858 |
| United States [Member] | ||
| Income Taxes (Details) - Schedule of Deferred Tax Assets and Liabilities [Line Items] | ||
| Software intangibles (U.S) | 150,465 | 150,465 |
| Deferred Stock Compensation (U.S.) | 5,864,670 | 5,864,670 |
| Deferred tax assets Net operating loss carryforwards | 7,257,223 | 7,119,197 |
| Singapore [Member] | ||
| Income Taxes (Details) - Schedule of Deferred Tax Assets and Liabilities [Line Items] | ||
| Deferred tax assets Net operating loss carryforwards | 1,954,866 | 1,714,014 |
| Vietnam [Member] | ||
| Income Taxes (Details) - Schedule of Deferred Tax Assets and Liabilities [Line Items] | ||
| Deferred tax assets Net operating loss carryforwards | 1,055,575 | 976,328 |
| India [Member] | ||
| Income Taxes (Details) - Schedule of Deferred Tax Assets and Liabilities [Line Items] | ||
| Deferred tax assets Net operating loss carryforwards | ||
| Philippines [Member] | ||
| Income Taxes (Details) - Schedule of Deferred Tax Assets and Liabilities [Line Items] | ||
| Deferred tax assets Net operating loss carryforwards | 265,786 | 245,617 |
| Indonesia [Member] | ||
| Income Taxes (Details) - Schedule of Deferred Tax Assets and Liabilities [Line Items] | ||
| Deferred tax assets Net operating loss carryforwards | 93,082 | 63,013 |
| Thailand [Member] | ||
| Income Taxes (Details) - Schedule of Deferred Tax Assets and Liabilities [Line Items] | ||
| Deferred tax assets Net operating loss carryforwards | 82,249 | 118,848 |
| Malaysia [Member] | ||
| Income Taxes (Details) - Schedule of Deferred Tax Assets and Liabilities [Line Items] | ||
| Deferred tax assets Net operating loss carryforwards |
Pension Costs (Details) - USD ($) |
3 Months Ended | 12 Months Ended |
|---|---|---|
Mar. 31, 2024 |
Dec. 31, 2023 |
|
| Pension Costs [Abstract] | ||
| Pension contribution | $ 80,389 | $ 92,206 |
Related Party Transactions (Details) - USD ($) |
3 Months Ended | 12 Months Ended | |
|---|---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
Dec. 31, 2023 |
|
| Related Party Transactions [Line Items] | |||
| Stock based compensation | $ 330,000 | $ 1,886,793 | |
| Minimum [Member] | |||
| Related Party Transactions [Line Items] | |||
| Total professional fee | $ 200,000 | ||
| Maximum [Member] | |||
| Related Party Transactions [Line Items] | |||
| Total professional fee | 155,417 | ||
| Former director [Member] | |||
| Related Party Transactions [Line Items] | |||
| Total salaries | 251,732 | $ 242,500 | |
| Accrued shares (in Shares) | 352,845 | ||
| Total share option | $ 1,560,351 | ||
| Officer [Member] | |||
| Related Party Transactions [Line Items] | |||
| Total professional fee | $ 2,405 | $ 2,624 | |
| Shareholders [Member] | |||
| Related Party Transactions [Line Items] | |||
| Shares issued (in Shares) | 196,078 | ||
| Shares issued value | $ 200,000 | ||
| Common Stock [Member] | |||
| Related Party Transactions [Line Items] | |||
| Accrued shares (in Shares) | 159,032 | ||
| Stock based compensation | $ 552,522 | ||
Concentrations of Risk (Details) - Customer Concentration Risk [Member] - Revenue Benchmark [Member] |
3 Months Ended |
|---|---|
Mar. 31, 2024 | |
| Customer [Member] | |
| Concentrations of Risk [Line Items] | |
| Outstanding receivable rate | 10.00% |
| Vendor A [Member] | |
| Concentrations of Risk [Line Items] | |
| Outstanding receivable rate | 10.00% |
Concentrations of Risk (Details) - Schedule of Concentrations of Risk - Customer Concentration Risk [Member] - Revenue Benchmark [Member] - USD ($) |
3 Months Ended | |
|---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
|
| Customer A [Member] | ||
| Schedule of Concentrations of Risk [Line Items] | ||
| Customer A Revenues | $ 906,128 | $ 952,665 |
| Customer A Percentage of revenues | 49.06% | 48.45% |
| Customer A Accounts receivable | $ 365,846 | $ 321,094 |
| Customer B [Member] | ||
| Schedule of Concentrations of Risk [Line Items] | ||
| Customer A Revenues | $ 278,744 | |
| Customer A Percentage of revenues | 15.09% | |
| Customer A Accounts receivable | $ 30,068 | |
| Vendor A [Member] | ||
| Schedule of Concentrations of Risk [Line Items] | ||
| Customer A Percentage of revenues | 10.00% | |
| Vendor A Purchases | $ 228,114 | |
| Vendor A Percentage of purchases | 16.84% | |
| Vendor A Accounts payable | $ 118,679 | |
Commitments and Contingencies (Details) - USD ($) |
1 Months Ended | 3 Months Ended | |||
|---|---|---|---|---|---|
Sep. 04, 2019 |
Nov. 30, 2023 |
Oct. 31, 2023 |
Sep. 30, 2023 |
Mar. 31, 2024 |
|
| Commitments and Contingencies [Line Items] | |||||
| Employee claims | $ 566,000 | ||||
| Damage | 750,000 | ||||
| Claim interest | 749,190 | ||||
| Compensation claim | 566,000 | ||||
| Compensation seeks | 60,000 | ||||
| Salary payments | $ 10,000 | $ 10,000 | $ 10,000 | 122,042.6 | |
| Settlement amount | $ 1,082,078.91 | ||||
| Exercise price per share (in Dollars per share) | $ 1,148 | ||||
| Aggregate value | $ 8,000,000 | ||||
| Minimum [Member] | |||||
| Commitments and Contingencies [Line Items] | |||||
| Proceeds for damage | $ 1,500,000 | ||||
| Minimum [Member] | Common Stock [Member] | |||||
| Commitments and Contingencies [Line Items] | |||||
| Common stock of company (in Shares) | 130 | ||||
| Maximum [Member] | |||||
| Commitments and Contingencies [Line Items] | |||||
| Proceeds for damage | $ 4,000,000 | ||||
| Maximum [Member] | Common Stock [Member] | |||||
| Commitments and Contingencies [Line Items] | |||||
| Common stock of company (in Shares) | 195 | ||||
| Rahul Narain [Member] | Minimum [Member] | |||||
| Commitments and Contingencies [Line Items] | |||||
| Common stock of company (in Shares) | 130 | ||||
| Rahul Narain [Member] | Maximum [Member] | |||||
| Commitments and Contingencies [Line Items] | |||||
| Common stock of company (in Shares) | 195 | ||||
| Mr. Narain’s [Member] | |||||
| Commitments and Contingencies [Line Items] | |||||
| Salary payments | $ 749,190 | ||||
| CVO Advisors [Member] | |||||
| Commitments and Contingencies [Line Items] | |||||
| Damage | $ 9,918,000 | ||||
| CVO Advisors [Member] | Minimum [Member] | |||||
| Commitments and Contingencies [Line Items] | |||||
| Common stock of company (in Shares) | 1,721 | ||||
| Proceeds for damage | $ 1,500,000 | ||||
| CVO Advisors [Member] | Maximum [Member] | |||||
| Commitments and Contingencies [Line Items] | |||||
| Common stock of company (in Shares) | 2,536 | ||||
| Proceeds for damage | $ 2,000,000 | ||||
| Thomas O’Connor [Member] | |||||
| Commitments and Contingencies [Line Items] | |||||
| Common stock of company (in Shares) | 1,721 | ||||
| Series A Preferred Stock [Member] | |||||
| Commitments and Contingencies [Line Items] | |||||
| Preferred stock | $ 8,000,000 | ||||
| Common Stock [Member] | |||||
| Commitments and Contingencies [Line Items] | |||||
| Common stock of company (in Shares) | 130 | ||||
| Common Stock [Member] | CVO Advisors Pte.Ltd [Member] | |||||
| Commitments and Contingencies [Line Items] | |||||
| Common stock of company (in Shares) | 1,721 | ||||
Subsequent Events (Details) - USD ($) |
May 01, 2024 |
Mar. 31, 2024 |
Dec. 31, 2023 |
|---|---|---|---|
| Subsequent Events [Line Items] | |||
| Par value per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
| Treasury stock, common, shares | 64,439 | 74,107 | |
| Treasury stock (in Dollars) | $ 186,782 | $ 785,525 | |
| Subsequent Event [Member] | Strattners [Member] | |||
| Subsequent Events [Line Items] | |||
| Par value per share (in Dollars per share) | $ 0.0001 | ||
| Series X Super Voting Preferred Stock [Member] | |||
| Subsequent Events [Line Items] | |||
| Share authorized | 3,500 | 3,500 | |
| Series X Super Voting Preferred Stock [Member] | Minimum [Member] | |||
| Subsequent Events [Line Items] | |||
| Share authorized | 3,500 | ||
| Series X Super Voting Preferred Stock [Member] | Maximum [Member] | |||
| Subsequent Events [Line Items] | |||
| Share authorized | 10,000 |
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