4. Acquisition and rescission of subsidiaries (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
|---|
| Business Combination and Asset Acquisition [Abstract] |
|
| Acquisition of subsidiaries |
| |
|
Amount |
| Consideration |
|
|
|
|
|
3,018,461 shares of common stock at fair market value |
|
$ |
1,735,615 |
|
| Total purchase consideration |
|
$ |
1,735,615 |
|
| |
|
|
|
|
| Recognized amounts of identifiable assets acquired and liabilities assumed |
|
|
|
|
| Cash |
|
$ |
94,450 |
|
| Accounts receivable – Related party |
|
|
555,634 |
|
| Other Current assets |
|
|
22,377 |
|
| Property and equipment |
|
|
36,135 |
|
| Right-of-use assets |
|
|
47,335 |
|
| |
|
$ |
755,931 |
|
| Less: liabilities assumed |
|
|
|
|
| Current liabilities assumed |
|
$ |
(425,882 |
) |
| Related party payables |
|
|
(130,278 |
) |
| Operating lease liabilities |
|
|
(47,335 |
) |
| Non-current liabilities assumed |
|
|
(171,051 |
) |
| |
|
$ |
(774,546 |
) |
| Net identifiable assets acquired and liabilities assumed |
|
|
(18,615 |
) |
| Goodwill |
|
|
1,754,230 |
|
| |
|
$ |
1,735,615 |
|
|
| Recission Agreement |
| |
|
Amount |
| Assets and liabilities transferred |
|
|
|
|
| Cash |
|
$ |
15,667 |
|
| Accounts receivable |
|
|
1,166,990 |
|
| Prepaid expenses |
|
|
2,995 |
|
| Other Current assets |
|
|
18,024 |
|
| Property and equipment |
|
|
36,220 |
|
| Right-of-use assets |
|
|
35,094 |
|
| Goodwill |
|
|
1,754,230 |
|
| |
|
|
3,029,220 |
|
| Less: liabilities assumed |
|
|
|
|
| Current liabilities assumed |
|
|
(570,691 |
) |
| Related party payables |
|
|
(173,652 |
) |
| Operating lease liabilities |
|
|
(35,094 |
) |
| Income tax payable |
|
|
(75,941 |
) |
| Non-current liabilities assumed |
|
|
(193,185 |
) |
| |
|
|
(1,048,563 |
) |
| |
|
|
|
|
| Net assets transferred |
|
$ |
1,980,657 |
|
| |
|
|
|
|
| Fair value of 3,018,461 common shares returned to the custody of the Company |
|
|
1,938,456 |
|
| |
|
|
|
|
| Loss on rescission |
|
$ |
42,201 |
|
|
| Recission Agreement Discontinued Operations |
| |
|
Three months ended September 30, 2023
|
|
Nine months ended September 30, 2023
|
| Revenue |
|
$ |
41,248 |
|
|
$ |
622,704 |
|
| |
|
|
|
|
|
|
|
|
| Costs and Expenses |
|
|
|
|
|
|
|
|
| General and administrative expenses |
|
|
86,030 |
|
|
|
904,152 |
|
| Depreciation and amortization |
|
|
2 |
|
|
|
2,228 |
|
| Total Costs and Expenses |
|
|
86,032 |
|
|
|
906,380 |
|
| |
|
|
|
|
|
|
|
|
| Loss from Operations |
|
|
(44,784 |
) |
|
|
(283,676 |
) |
| |
|
|
|
|
|
|
|
|
| Other (Expenses) Income |
|
|
|
|
|
|
|
|
| Other income |
|
|
23 |
|
|
|
443 |
|
| Other expense |
|
|
(21 |
) |
|
|
(188 |
) |
| Total Other (Expenses) Income |
|
|
2 |
|
|
|
255 |
|
| |
|
|
|
|
|
|
|
|
| Loss Before Income Taxes |
|
|
(44,782 |
) |
|
|
(283,421 |
) |
| Income tax provision |
|
|
10,093 |
|
|
|
85,086 |
|
| Net Loss from discontinued operations |
|
|
(34,689 |
) |
|
|
(198,335 |
) |
| |
|
|
|
|
|
|
|
|
| Loss on recission |
|
|
(42,201 |
) |
|
|
(42,201 |
) |
| Loss from discontinued operations |
|
$ |
(76,891 |
) |
|
$ |
(240,536 |
) |
|
| Acquisition Combined Earnings |
| |
|
Revenue |
|
Earnings |
| |
|
|
|
|
|
|
|
|
| Actual for the period from acquisition to July 15, 2023 |
|
$ |
— |
|
|
$ |
(198,335 |
) |
| |
|
|
|
|
|
|
|
|
| 2023 supplemental pro forma from January 1, 2023 to July 15, 2023 |
|
$ |
32,233,378 |
|
|
$ |
(9,023,632 |
) |
| |
|
|
|
|
|
|
|
|
| 2022 supplemental pro forma from January 1, 2022 to September 30, 2022 |
|
$ |
32,181,552 |
|
|
$ |
(10,452,167 |
) |
|