Acquisitions

12 Months Ended

Dec. 31, 2019

Acquisitions [Abstract]

ACQUISITIONS

NOTE 2 – ACQUISITIONS

Acquisition of ECRent Group

On December 27, 2019, the Company completed the Acquisition of Peak Equity International Limited and Subsidiaries (collectively "Peak Equity") (the "Acquisition") for its 100% equity interest. The consideration of the Acquisition totaled approximately 7,200,000,000 shares of the Company's common stock, at the price of $0.25, equal to $1,800,000,000.

This Acquisition is considered as related party transaction, whereas Ms. Deborah Yuen (a spouse of Mr Chan Tin Chi), an affiliate of YSK 1860 Co., Limited, which is a shareholder of the Company, previously controlled Peak Equity during 2017 and 2018.

The Acquisition will be accounted for in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification Topic 805, Business Combinations, using the reverse acquisition method whereas Peak Equity is considered as the accounting acquirer and the Company as the acquired party. The purchase price allocation is based on net recognized values of SEII's (accounting acquire) identifiable assets and liabilities.

Goodwill is measured as the excess of the fair value of the consideration effectively transferred over the net amount of SEII's recognized identifiable assets and liabilities as at December 27, 2019, as follows:

	$
Consideration effectively transferred		4,590,197
Less: Net recognized values of SEII's identifiable assets and liabilities
Acquired Assets:
Cash and cash equivalents		79,274
Accounts receivable		260,296
Notes receivable		56,052
Inventories		1,724,754
Deposits and prepayments		1,498,224
Other receivable		77,029
Plant and equipment		5,859,215
Intangible assets #		3,853,190
Assumed liabilities:
Accounts payable		(2,589,895	)
Convertible note payable		(838,571	)
Accrued expenses		(693,728	)
Other payable		(151,807	)
Tax payable		(64,691	)
Amounts due to related parties		(2,275,391	)
Bank loans		(1,287,013	)
Liabilities of discontinued operations		(184,690	)
Bargain purchase gain (negative goodwill)		(732,051	)

In accordance with ASC 805, "Business Combinations," the excess of fair value of acquired net assets over purchase price (negative goodwill) of $0.7 million, was recognized as a gain in the period the Reverse Merger was completed.

Intangible assets consisted of:	Useful life	December 27, 2019
Land use rights	45 - 50 years	$	3,783,611
Other intangible assets	3 - 5 years		1,593,817
Goodwill	-		27,353
			5,404,781
Less: accumulated amortization			(1,551,591	)
		$	3,853,190

Acquisition of G-Coin

On December 18, 2019, Ying Huihao and EC Advertising Limited entered into a Sale and Purchase Agreement with respect to G-Coin Worldwide Limited ("G-Coin"), whereby the Company shall issue 3,425,328 shares of common stock in exchange for two vessels owned by G-Coin, amounted to the fair value of $897,436.

Acquisition of 3D Discovery

On January 19, 2018 (the "Closing Date"), the Company completed the acquisition of 60% of the issued and outstanding capital stock of 3D Discovery Co. Limited ("3D Discovery"), a company incorporation in Hong Kong, 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 (the "Acquisition Agreement"). 3D Discovery is a digital marketing services provider which provides various solution such as 3D scanning and modeling, website and mobile app development, video production, and graphic design to its clients. Apart from its existing business, 3D Discovery plans to develop a mobile app which allows users to create an interactive virtual tour of a physical space by using a mobile phone camera. 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.

On January 30, 2018 (the "Closing Date"), the Company completed the acquisition of 80% of the issued and outstanding capital stock of AnyWorkspace Limited ("AnyWorkspace"), a company incorporation in Hong Kong, 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 (the "Acquisition Agreement"). AnyWorkspace develops an online, real-time marketplace that connects workspace providers with clients who need temporary office and meeting spaces. 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. The fair value of the assets acquired and liabilities assumed were based on management estimates of the fair values on closing date of each respective acquisition. Based upon the purchase price allocations, the following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of each acquisition:

Cash	$	2,374
Account receivable and prepayment		21,663
Property and equipment		9,222
Goodwill		53,431
Other intangible assets		1,300,805
Total assets acquired at fair value		1,387,495
Accounts payable and accrued expenses		(6,678	)
Non-controlling interest assumed		(403,833	)
Total liabilities and non-controlling interest assumed		(410,511	)
Total purchase consideration	$	976,984

The assets acquired and liabilities assumed are recorded at their estimated fair value on the acquisition date with subsequent changes recognized in earnings or loss. These estimates are inherently uncertain and are subject to refinement. Management develops estimates based on assumptions as a part of the purchase price allocation process to value the assets acquired and liabilities assumed as of the business combination date. As a result, during the purchase price measurement period, which may be up to one year from the business acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. After the purchase price measurement period, the Company will record adjustments to assets acquired or liabilities assumed in operating expenses in the period in which the adjustments were determined.