Stockholders' Equity

12 Months Ended

Dec. 31, 2019

Stockholders' Equity Note [Abstract]

STOCKHOLDERS' EQUITY

NOTE 12 – STOCKHOLDERS' EQUITY

Authorized shares

On November 15, 2019, an amendment to the Company's Articles of Incorporation was filed with the Secretary of State of Nevada to increase the number of shares of common stock which the Company is authorized to issue to 250,000,000 shares of common stock, and to increase the number of shares of preferred stock which the company is authorized to issue to 50,000,000 shares of preferred stock.

As of December 31, 2019, the Company's authorized share is 300,000,000 common shares with a par value of $0.001 per share, consisting of 50,000,000 shares of preferred stock and 250,000,000 shares of common stock.

Preferred stock designated

On September 7, 2018, the Company filed with the State of Nevada a Certificate of Designation establishing the designations, preferences, limitations and relative rights of the Series A Preferred Stock (the "Designation"). The Designation authorized 10,000,000 shares of Series A Preferred Stock. Each share of Series A Preferred Stock shall be convertible into one (1) share of the Company's common stock, at the option of the holder, on or after the date and subject to the conditions set forth in the Designation. There is no issue of Series A Preferred Stock as of December 31, 2019 and 2018.

Common stock issued for services

During the year ended December 31, 2018, pursuant to consulting and service agreements, the Company issued an aggregate of 3,499,120 shares of common stock to ninety-five consultants and vendors for the services rendered and to be rendered and two consultants surrendered an aggregate of 88,802 shares. These shares were valued at the fair market value on the grant date using the reported closing share price on the date of grant.

Additionally, the Company issued/will issue an additional 1,338,218 shares of common stock to thirty-one consultants and vendors during year 2019, provided that these agreements are not terminated prior to the issuance of such shares. The initial fair value of these shares was valued at the fair market value on the grant or contract date using the reported closing share price on the date of contract or grant. The Company will recognize stock-based professional fees over the period during which the services are rendered by such consultant or vendor. At the end of each financial reporting period prior to issuance of these shares, the fair value of these shares is remeasured using the then-current fair value of the Company's common stock.

In October and December 2018, the Company mutually agreed or terminated the consulting and service agreements of seven consultants and vendors. Both parties forgo their respective rights as stated in the agreements, the Company has no obligation to issue in aggregate of 648,601 shares in effect.

During the year ended December 31, 2018, the Company has issued 349,870 shares as bonus to certain directors and employees for performance targets to be achieved for the year in 2018, and the Company has also issued 5,610 shares as salary and staff benefits. These shares were valued at the fair market value on the entitlement or grant date using the reported closing share price on the date of entitlement or grant. During the year ended December 31, 2018, the Company recorded stock-based compensation expense of $352,391 and prepaid expenses of $932 which will be amortized over the remaining service period.

For part of the consultancy agreements, if, on the first date when the restrictive legend on the certificate of each lot of the shares issued to the consultant/vendor pursuant these agreements are removed and such lot of shares becomes freely tradeable without restriction, the closing price of the shares drops below the issue price, the Company will compensate the consultants and vendors for the drop in value of such lot of shares, which will be calculated by multiplying the number of Shares by the difference between the closing price and the issue price ("Shortfall"). The total maximum number of shares issued for the Shortfall of these consultancy agreements shall not exceed 264,169 Shares.

Additionally, pursuant to a two-year consulting agreement between the Company's wholly-owned subsidiary, EC Advertising and an individual, the Company shall, within one month from the date of this Agreement (October 9, 2017), issue such number of ordinary shares of EC Advertising to the Consultant (or his nominee) so that he (or his nominee) will hold 15% of EC Advertising issued share capital as enlarged by the share issue pursuant to this agreement. Additionally, within one month after the Consultant achieves all the performance targets as outlined in the agreement, EC Advertising shall issue, or shall cause its major shareholder to transfer, such number of EC Advertising's ordinary shares to the Consultant (or its nominee) so that he (and his nominee) will, together with the 15% issued share capital discussed above, hold a total of 49% of EC Advertising's issued share capital as enlarged by the share issue or after the transfer (as the case may be). Performance targets include the achievement by the Company of total revenue of $10,000,000 and profit after tax of $4,000,000 during the term of the agreement.

During the year ended December 31, 2019, pursuant to consulting and service agreements, the Company issued an aggregate of 1,749,347 shares of common stock to certain consultants and vendors for the services rendered and to be rendered. These shares were valued at the fair market value on the grant date using the reported closing share price on the date of grant. At the end of each financial reporting period prior to issuance of these shares, the fair value of these shares is measured using the fair value of the Company's common stock at reporting date. The Company recognizes stock-based professional fees over the period during which the services are rendered by such consultant or vendor at the fair market value of $399,936.

Also, the Company terminated the consulting agreements of eleven consultants. The consultants surrendered an aggregate of 562,501 shares issued in prior periods. In addition, the Company also mutually agreed or terminated the consulting and service agreements of three consultants and vendors. Both parties forgo their respective rights as stated in the agreements; and the Company has no obligation to issue in aggregate of 223,135 shares in effect. As a result of the above mentioned transactions, the Company reversed the fair value of $947,948 recognized in stockholders' equity in prior periods.

In connection with the issuance of the shares to consultants and vendors, the Company recorded prepaid expenses of $0 and $1,709,989 which is being amortized over the respective service period as of December 31, 2019 and 2018, respectively. For the years ended December 31, 2019 and 2018, the Company recorded stock-based consulting and service fees of $3,018,829 and $10,366,170, respectively.

Common stock sold for cash

In March 2018, pursuant to a stock purchase agreement, the Company sold 69,676 shares of common stock to an investor at a purchase price of $3.68 per share for net cash proceeds a total of $256,410. The Company did not engage a placement agent with respect to these sales.

In March 2019, pursuant to a stock purchase agreement, the Company sold 690,000 shares of common stock to an investor at a purchase price of $0.29 per share for net cash proceeds a total of $200,100. The Company did not engage a placement agent with respect to these sales.

In December 2019, pursuant to a stock purchase agreement, the Company sold 2,500,000 shares of common stock to an investor at a purchase price of $0.282 per share for net cash proceeds a total of $705,000. The Company did not engage a placement agent with respect to these sales.

Common stock issued debt conversion

For the year ended December 31, 2018, the Company issued 236,721 shares of its common stock upon conversion of debt.

For the year ended December 31, 2019, the Company issued 266,667 shares of its common stock upon conversion of debt.

Common stock issued for assets

On December 14, 2019, the Company entered into a Transfer Agreement relating to the transfer of redemption codes in exchange for 2,757,353 shares of common stock of the Company.

Common stock issued in connection with acquisitions

On January 19, 2018 (the "Closing Date"), the Company completed the acquisition of 60% of the issued and outstanding capital stock of 3D Discovery from its shareholders pursuant to the terms and conditions of a Sale and Purchase Agreement entered into among the Company and the 3D Discovery Stockholders on the Closing Date. In connection with the acquisition, the Company issued 68,610 unregistered shares of its common stock valued at $442,535, based on the acquisition-date fair value of our common stock of $6.45 per share based on the quoted market price of the Company's common stock on the Closing Date (See Note 2).

On January 30, 2018 (the "Closing Date"), the Company completed the acquisition of 80% of the issued and outstanding capital stock of AnyWorkspace from its shareholders pursuant to the terms and conditions of a Sale and Purchase Agreement entered into among the Company and the AnyWorkspace Stockholders on the Closing Date. In connection with the acquisition, the Company issued 106,464 unregistered shares of its common stock valued at $534,449, based on the acquisition-date fair value of our common stock of $5.02 per share based on the quoted market price of the Company's common stock on the Closing Date.

On June 26, 2018, pursuant to the sub-licensing agreement entered between the Company and a related party, Ecrent Capital Holdings Limited, the Company issued 250,000 unregistered shares of its common stock valued at $1,040,000, or $4.16 per share, based on the quoted market price of the Company's common stock on the amended Agreement date of May 24, 2018. In connection with this agreement, during the year ended December 31, 2018, the Company recorded license fee expense of $376,170, which is included in cost of sales, and at December 31, 2018, recorded a prepaid license fee – related party of $663,830 which will be amortized over the remaining license period (see Note 12).

On December 18, 2019, the Company completed the acquisition of 100% of the issued and outstanding capital stock of G-Coin Worldwide Limited ("G-Coin"), whereby the Company issued 3,425,328 shares of common stock in exchange for two vessels owned by G-Coin.

On December 27, 2019, the "Company entered into a Share Exchange Agreement (the "Share Exchange Agreement"), by and among the Company, and Peak Equity International Limited, a British Virgin Islands corporation ("Peak Equity"), and all of the holders of ordinary shares of Peak Equity, which consisted of three shareholders. Under the terms and conditions of the Share Exchange Agreement, the Company offered, sold and issued 7,200,000,000 shares of common stock of the Company in consideration for all the issued and outstanding ordinary shares of Peak Equity. For the year ended December 31, 2019, the Company issued 181,639,213 shares of common stock to the Peak Equity Shareholder on a pro rata basis, based on their respective interests in Peak Equity. The effect of the issuance is that former Peak Equity ordinary shareholders now hold approximately 90.8% of the issued and outstanding shares of common stock of the Company, and Peak Equity is now a wholly-owned subsidiary of the Company. The Articles of Incorporation authorize the Company to issue 200,000,000 of common stock. The Company is still obligated to issue an additional 7,018,360,787 shares of common stock to the Peak Equity shareholders, and plans to amend its Articles of Incorporation, as amended, to increase its number of authorized shares of common stock for such purpose. Assuming the issuance of such additional 7,018,360,787 shares of common stock to the Peak Equity shareholders, the Peak Equity shareholders will hold approximately 99.7% of the issued and outstanding shares of common stock of the Company.

Shares issued for donation

On July 10, 2018, the Company issued 58,000 shares as donation to Ng Hong Man Educational Foundation Limited. The Foundation would use the funds raised from the donation to support and promote the delivery of education and the operation of the Foundation, to set up a co-working facility and community for training the low skill people, and to coordinate with schools and education institutes to support and promote the education of sharing economy to the teenage groups. These shares were valued at $241,860, or $4.17 per share, based on the quoted market price of the Company's common stock on the donation date. In connection with this donation, during the year ended December 31, 2018, the Company recorded donation expense of $241,860, respectively, which is included in operating expenses.

In February 2019, the Company issued 85,470 shares as donation to Hong Kong Baptist University ("HKBU"). The Foundation would use the funds raised from the donation to support the delivery of education, operation, facilities enhancement and study of the Academy of Film of HKBU. These shares were valued at $259,598, or $3.04 per share. In connection with this donation, during the year ended December 31, 2019, the Company recorded donation expense of $259,598, which is included in operating expenses.

Shares issued in connection with Tenancy Agreement for office complex of Shaw Movie City

Sharing Film International Limited ("Sharing Film"), a wholly owned subsidiary of the Company, entered into a tenancy agreement with Shaw Movie City Hong Kong Limited ("Landlord"). The Landlord let and Sharing Film took one level of office complex of Shaw Movie City for one year commencing from November 1, 2018 renewable on a yearly basis. On July 24, 2018, the Company issued a total of 366,134 shares, including 311,357 shares as the payment for the annual rental and part of the management fee for the one year tenure and 54,777 shares as the payment of part of the tenancy deposit. These shares were valued at $1,268,727. Upon the Company's common stock price decreased, on January 11, 2019, Sharing Film entered into a deed of surrender with the Landlord. Sharing Film surrendered and delivered back vacant possession of one level of office complex of Shaw Movie City to the Landlord. The Landlord forfeited all the deposits paid and terminated the tenancy agreement. During the year ended December 31, 2018, the Company recorded stock-based rental and management fee of $1,268,727.

Warrants

On May 2, 2018, pursuant to a securities purchase agreement, the Company closed a private placement of securities and issued two year Warrant to purchase 134,328 shares of Common Stock at an exercise price of $7.18 per share (see Note 11). Since these warrants were issued with a Convertible Note, the proceeds of the Note were allocated to the instruments based on relative fair value as the warrants did not contain any features requiring liability treatment and therefore were classified as equity. The value allocated to the warrants was $152,490. The fair value of the warrants was estimated using the Black-Sholes valuation model with the following assumptions:

	2019
Dividend rate		0	%
Term (in years)		2.0 years
Volatility		111.9	%
Risk—free interest rate		2.24	%

There was no warrant activity in 2019. Warrant activities for the year ended December 31, 2019 are summarized as follows:

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Balance Outstanding December 31, 2017		-	$	-		-	$	-
Granted		134,328		7.18		2.0		-
Cancelled		-		-				-
Balance Outstanding December 31, 2018		134,328	$	7.18		1.4	$	-
Granted		-		-		-		-
Cancelled		-		-		-		-
Balance Outstanding December 31, 2019		134,328	$	7.18		1.4	$	-