The accompanying notes are an integral
part of these condensed financial statements.
The accompanying notes are an integral
part of these condensed financial statements.
The accompanying notes are an integral
part of these condensed financial statements.
The accompanying notes are an integral
part of these condensed financial statements.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE SIX AND THREE MONTHS ENDED JUNE
30, 2020 AND 2019
(Unaudited)
NOTE 1 – ORGANIZATION AND BUSINESS
IWEB, Inc. (the “Company”)
was incorporated under the laws of the State of Nevada on February 17, 2015.
The Company’s original business
plan was to actively engage in providing high impact internet marketing strategies to internet based businesses and people seeking
to create websites, but this business was not successful. On December 12, 2016, 24,997,500 shares of the common stock of
the Company, representing 97.08% of the Company’s issued and outstanding shares of common stock at that time, were sold
by Dmitriy Kolyvayko in a private transaction to Mr. Wai Hok Fung (the “Transaction”) for an aggregate purchase
price of $380,000. In connection with the Transaction, Mr. Kolyvayko released the Company from certain liabilities and
obligations arising out of his service as a director and officer of the Company.
On May 15, 2017, the Company entered
into a share exchange agreement (the “Share Exchange Agreement”) with Enigma Technology International Corporation
(“Enigma BVI”), and all the shareholders of Enigma BVI, namely, Mr. Ratanaphon Wongnapachant, Ms. Chanikarn
Lertchawalitanon and S-Mark Co. Ltd. (collectively the “Shareholders”), to acquire all the issued and outstanding
capital stock of Enigma BVI in exchange for the issuance to the Shareholders of an aggregate of 31,500,000 restricted shares of
IWEB, Inc.’s common stock (the “Reverse Merger”). The Reverse Merger closed on May 15, 2017. As a
result of the Reverse Merger, Enigma BVI is a wholly-owned subsidiary of the Company.
Enigma BVI was incorporated on February 22,
2017 in the British Virgin Islands.
Digiwork (Thailand) Co., Ltd. (“Digiwork”)
was established and incorporated in Thailand on November 24, 2016. The authorized capital of Digiwork is THB5,000,000 (approximately
$161,917), divided into 500,000 common shares with a par value of THB10 per share, which has been fully paid up as of December 31,
2016.
On May 15, 2017, Enigma BVI, Digiwork
and the shareholders of Digiwork entered into the following commercial arrangements, or collectively, “VIE Agreements,”
pursuant to which Enigma BVI has contractual rights to control and operate the businesses of Digiwork.
Pursuant to an Exclusive Technology Consulting
and Service Agreement, Enigma BVI agreed to act as the exclusive consultant of Digiwork and provide technology consulting and
services to Digiwork. In exchange, Digiwork agreed to pay Enigma BVI a technology consulting and service fee, the amount of which
is decided by Enigma BVI on the basis of the work performed and commercial value of the services and the fee amount to be equivalent
to the amount of net profit before tax of Digiwork on a quarterly basis; provided that the minimum amount of which is no less
than THB30,000 (approximately $971) per quarter. Without the prior written consent of Enigma BVI, Digiwork may not accept the
same or similar technology consulting and services provided by any third party during the term of the agreement. All the benefits
and interests generated from the agreement, including but not limited to intellectual property rights, know-how and trade secrets,
will be Enigma BVI’s sole and exclusive property. The term of this agreement will expire on May 15, 2027 and may be
extended unilaterally by Enigma BVI with Enigma BVI's written confirmation prior to the expiration date. Digiwork cannot terminate
the agreement early unless Enigma BVI commits fraud, gross negligence or illegal acts, or becomes bankrupt or winds up.
Pursuant to an Exclusive Purchase Option
Agreement, the shareholders of Digiwork granted to Enigma BVI and any party designated by Enigma BVI the exclusive right to purchase
at any time during the term of this agreement all or part of the equity interests in Digiwork, or the “Equity Interests,”
at a purchase price equal to the registered capital paid by the shareholders of Digiwork for the Equity Interests, or, in the
event that applicable law requires an appraisal of the Equity Interests, the lowest price permitted under applicable law; Pursuant
to powers of attorney executed by each of the shareholders of Digiwork, such shareholders irrevocably authorized any person appointed
by Enigma BVI to exercise all shareholder rights, including but not limited to voting on their behalf on all matters requiring
approval of Digiwork’s shareholders, disposing of all or part of the shareholder's equity interest in Digiwork, and electing,
appointing or removing directors and executive officers. The person designated by Enigma BVI is entitled to dispose of dividends
and profits on the equity interest without reliance of any oral or written instructions of the shareholder. Each power of attorney
will remain in force for so long as the shareholder remains a shareholder of Digiwork. Each shareholder has waived all the rights
which have been authorized to Enigma BVI’s designated person under each power of attorney.
Pursuant to equity pledge agreements,
each of the shareholders of Digiwork pledged all of the Equity Interests to Enigma BVI to secure the full and complete performance
of the obligations and liabilities on the part of Digiwork and each of its shareholders under this and the above contractual arrangements.
If Digiwork or the shareholders of Digiwork breach their contractual obligations under these agreements, then Enigma BVI, as pledgee,
will have the right to dispose of the pledged equity interests. The shareholders of Digiwork agree that, during the term of the
equity pledge agreements, they will not dispose of the pledged equity interests or create or allow any encumbrance on the pledged
equity interests, and they also agree that Enigma BVI’s rights relating to the equity pledge should not be prejudiced by
the legal actions of the shareholders, their successors or their designees. During the term of the equity pledge, Enigma BVI has
the right to receive all of the dividends and profits distributed on the pledged equity. The equity pledge agreements will terminate
on the second anniversary of the date when Digiwork and the shareholders of Digiwork have completed all their obligations under
the contractual agreements described above.
As a result of the above contractual arrangements,
Enigma BVI has substantial control over Digiwork’s daily operations and financial affairs, election of its senior executives
and all matters requiring shareholder approval. Furthermore, as the primary beneficiary of Digiwork, the Company, via Enigma BVI,
is entitled to consolidate the financial results of Digiwork in its own consolidated financial statements under Financial Accounting
Standards Board Accounting Standard Codification (ASC) Topic 810 and related subtopics related to the consolidation of variable
interest entities, or ASC Topic 810.
Digiwork was set up pursuant to a joint
business agreement among its shareholders on August 4, 2016 and as amended and restated on March 31, 2017 (“JBA”). Pursuant
to the JBA, Digiwork is obligated to pay a total of $10,000,000 to S-Mark Co. Ltd., a shareholder of Digiwork or Digiwork Co., Ltd.
(“Digiwork Korea”), a wholly owned subsidiary of S-Mark. As consideration for such payments, Digiwork Korea agreed
to provide research and development services to Digiwork for a period of five years commencing on March 31, 2017. On December 31,
2016, an initial payment of $100,000 was paid to Digiwork Korea.
On July 10, 2017, the parties to
the JBA entered into an amendment to the Amended and Restated Joint Business Agreement which amended the total payment from $10,000,000
to $1,100,000. In May 2018, the final payment of $1,000,000 was paid to Digiwork Korea. Towards the end of 2019, management
started discussions with Digiwork Korea to review the scope of the research and development with respect of the coding technology.
On March 5, 2020, the parties entered into Amendment No. 2 to the Amended and Restated Joint Business Agreement, pursuant
to which Digiwork Korea agreed to provide research and development services to Digiwork until December 31, 2020. Upon expiration
of its services, Digiwork Korea shall repay $150,000 to Digiwork. Prepaid R&D payments to Digiwork Korea were $260,734 and
$391,274 as of June 30, 2020 and December 31, 2019, respectively.
Digiwork Korea also agreed to grant Digiwork
full and exclusive licenses to any new launches, developments, improvements and any other intellectual property rights of coding
technology developed by Digiwork Korea until December 31, 2020. The territories for such licenses are in Thailand, Vietnam,
Myanmar, Laos, Cambodia, United Arab Emirates and Qatar.
Digiwork was authorized by Digiwork Korea
to be an official licensee and distributor of its technology exclusively in Thailand, Vietnam, Myanmar, Laos, Cambodia, United
Arab Emirates and Qatar, and the authorization covers all four categories of Digiwork Korea’s coding technology: image,
audio, web and security coding. This technology enables governments and enterprises around the world to give digital identities
to media and objects that computers can sense and recognize, and to which they can react.
Digiwork is a technology development and
services provider specializing in coding services in various industries and markets.
On August 17, 2017, the Company filed
a Certificate of Amendment (the “Certificate”) with the Secretary of State for the State of Nevada to amend its articles
of incorporation to (i) increase the Company’s authorized shares of common stock, par value $0.0001 per share, from 75,000,000
to 150,000,000 shares and (ii) authorize the issuance of up to 25,000,000 shares of blank check preferred stock, par value $0.0001
per share, effective immediately (the “Amendment”). The Amendment was approved by the Company’s Board of Directors
(the “Board”) and by shareholders holding a majority of the Company’s issued and outstanding capital stock effective
on June 28, 2017.
On March 7, 2018, the Company filed
a Certificate of Change with the State of Nevada (the “Certificate”) to effect a 1-for-2 reverse stock split
of the Company’s authorized shares of common stock, par value $0.0001 (the “Common Stock”), accompanied by a
corresponding decrease in the Company’s issued and outstanding shares of Common Stock (the “Reverse Stock Split”)
such that, following the consummation of the Reverse Stock Split, the number of authorized shares of Common Stock was reduced
from 150,000,000 to 75,000,000. The Reverse Stock Split became effective on March 13, 2018.
During 2019, One Belt One Network Holdings
Limited, a British Virgin Island company (the “OBON BVI”) and 70% owned subsidiary of IWEB, Inc., OBON Corporation
Company Limited, a Thailand Company (the “OBON Thailand”) and the shareholders of OBON Thailand (namely, Mr. Ratanaphon
Wongnapachant, Mr. Wanee Watcharakangka and Ms. Chanikarn Lertchawalitanon, the “OBON Thailand Shareholders”)
entered into the following agreements, or collectively, the “Variable Interest Entity or VIE Agreements,” pursuant
to which OBON BVI has contractual rights to control and operate the business of OBON Thailand (the “VIE”). OBON Thailand
was established as our VIE for our business expansion and development in Thailand, which imposes certain restrictions on foreign
invested companies.
The VIE Agreements are as follows:
1.
|
Exclusive Technology
Consulting and Service Agreement by and between OBON BVI and OBON Thailand. Pursuant to the Exclusive Technology Consulting
and Service Agreement, OBON BVI agreed to act as the exclusive consultant of OBON Thailand and provide technology consulting
and services to OBON Thailand. In exchange, OBON Thailand agreed to pay OBON BVI a technology consulting and service fee,
the amount of which is decided by OBON BVI on the basis of the work performed and commercial value of the services, and the
fee amount is to be equivalent to the amount of net profit before tax of OBON Thailand on a quarterly basis; provided that
the minimum amount of which shall be no less than THB30,000 (approximately $971) per quarter. Without the prior written consent
of OBON BVI, OBON Thailand may not accept the same or similar technology consulting and services provided by any third party
during the term of the agreement. All the benefits and interests generated from the agreement, including but not limited to
intellectual property rights, know-how and trade secrets, will be OBON BVI’s sole and exclusive property. The term of
this agreement will expire on June 3, 2029 and may be extended unilaterally by OBON BVI with OBON BVI's written confirmation
prior to the expiration date. OBON Thailand cannot terminate the agreement early unless OBON BVI commits fraud, gross negligence
or illegal acts, or becomes bankrupt or winds up.
|
2.
|
Exclusive Purchase
Option Agreements by and among OBON BVI, OBON Thailand and each of OBON Thailand Shareholders. Pursuant to the Exclusive Purchase
Option Agreements, each of OBON Thailand Shareholders granted to OBON BVI and any party designated by OBON BVI the exclusive
right to purchase at any time during the term of this agreement all or part of the equity interests in OBON Thailand, or the
“Equity Interests,” at a purchase price equal to the registered capital paid by each of OBON Thailand Shareholders
for the Equity Interests, or, in the event that applicable law requires an appraisal of the Equity Interests, the lowest price
permitted under applicable law. Pursuant to a power of attorney executed by each of OBON Thailand Shareholders, each of them
irrevocably authorized any person appointed by OBON BVI to exercise all shareholder rights, including but not limited to voting
on his/her behalf on all matters requiring approval of OBON Thailand’s shareholder, disposing of all or part of the
shareholder's equity interest in OBON Thailand, and electing, appointing or removing directors and executive officers. The
person designated by OBON BVI is entitled to dispose of dividends and profits on the equity interest without reliance on any
oral or written instructions of OBON Thailand Shareholders. The power of attorney will remain in force for so long as each
of OBON Thailand Shareholders remains the shareholder of OBON Thailand. Each of OBON Thailand Shareholders has waived all
the rights which have been authorized to OBON BVI’s designated person under power of attorney.
|
3.
|
Equity Pledge Agreements
by and among OBON BVI, OBON Thailand and each of OBON Thailand Shareholders. Pursuant to the Equity Pledge Agreements, each
of OBON Thailand Shareholders pledged all of the Equity Interests to OBON BVI to secure the full and complete performance
of the obligations and liabilities on the part of OBON Thailand and him/her under this and the above contractual arrangements.
If OBON Thailand or OBON Thailand Shareholders breaches their contractual obligations under these agreements, then OBON BVI,
as pledgee, will have the right to dispose of the pledged equity interests. Each OBON Thailand Shareholders agrees that, during
the term of the Equity Pledge Agreement, he/she will not dispose of the pledged equity interests or create or allow any encumbrance
on the pledged equity interests, and he/she also agrees that OBON BVI’s rights relating to the equity pledge should
not be prejudiced by the legal actions of the shareholder of OBON Thailand, his successors or designees. During the term of
the equity pledge, OBON BVI has the right to receive all of the dividends and profits distributed on the pledged equity. The
Equity Pledge Agreement will terminate on the second anniversary of the date when OBON Thailand and OBON Thailand Shareholders
have completed all their obligations under the contractual agreements described above.
|
As a result of the above contractual arrangements,
OBON BVI has substantial control over OBON Thailand’s daily operations and financial affairs, election of its senior executives
and all matters requiring shareholder approval. Furthermore, as the primary beneficiary of OBON Thailand, the Company, via OBON
BVI, is entitled to consolidate the financial results of OBON Thailand in its own consolidated financial statements under ASC
Topic 810.
On September 6, 2019, OBON Thailand,
a Variable Interest Entity or VIE of OBON BVI, which is a 70% owned subsidiary of IWEB, Inc. entered into a Networking and
WiFi Devices Installation Agreement (the “Agreement”) with CatBuzz TV Company Limited, a Thailand Company (“CatBuzz
TV”).
Pursuant
to the Agreement, OBON Thailand will lease and install network systems, WiFi devices and related accessories for CatBuzz TV and
provide maintenance services. CatBuzz TV agrees to pay OBON Thailand compensation for the network systems, WiFi devices and the
accessories and maintenance services with a monthly fee based upon the location and type of device, which fees range from 600
Bath (approximately $19) to 2,500 Baht (approximately $81) per device per month.
This Agreement has a term of 5 (five)
years from the execution date of the Agreement. Upon the end of the term, if not agreed otherwise, both parties agree to extend
the term of the Agreement for additional 2 (two) year terms, under the same terms or according to mutually agreeable terms determined
by both parties in the future.
Organization and Reorganization
Enigma BVI was incorporated on February 22,
2017 in the British Virgin Islands with limited liability as an investment holding company. Upon incorporation, Enigma BVI issued
50,000 shares at $1 each. Prior to the reorganization, Enigma BVI was owned 57.5% by Mr. Ratanaphon Wongnapachant, 2.5% by
Ms. Chanikarn Lertchawalitanon, and 40% by S-Mark Co. Ltd., a KOSDAQ-listed corporation and 100% shareholder of Digiwork
Korea.
Digiwork (Thailand) Co. Ltd was incorporated
in Thailand with limited liability on November 24, 2016. Digiwork was also owned 57.5% by Mr. Ratanaphon Wongnapachant,
2.5% by Ms. Chanikarn Lertchawalitanon, and 40% by S-Mark Co. Ltd.
On May 15, 2017, Enigma BVI, Digiwork
and the shareholders of Digiwork entered into the abovementioned VIE Agreements, pursuant to which Enigma BVI has contractual
rights to control and operate the businesses of Digiwork. The change in control of and the acquisition of Digiwork by Enigma BVI
have been accounted for as common control transactions in a manner similar to a pooling of interests, and there was no recognition
of any goodwill or excess of the acquirers’ interest in the net fair value of the acquirees’ identifiable assets,
liabilities and contingent liabilities over cost at the time of the common control combinations. Therefore, this transaction was
recorded at historical cost with a reclassification of equity from retained profits to additional paid in capital to reflect the
deemed value of consideration given in the local jurisdiction and the capital structure of Enigma BVI.
On May 15, 2017, the Company entered
into a share exchange agreement (the “Share Exchange Agreement”) with Enigma Technology International Corporation
(“Enigma BVI”), and all the shareholders of Enigma BVI, namely, Mr. Ratanaphon Wongnapachant, Ms. Chanikarn
Lertchawalitanon, and S-Mark Co. Ltd. (collectively the “Shareholders”), to acquire all the issued and outstanding
capital stock of Enigma BVI in exchange for the issuance to the Shareholders of an aggregate of 31,500,000 restricted shares of
IWEB, Inc.’s common stock (the “Reverse Merger”). The Reverse Merger closed on May 15, 2017. As a
result of the Reverse Merger, Enigma BVI is a wholly-owned subsidiary of the Company.
On May 15, 2017, the Company filed
a Current Report on Form 8-K with the Securities and Exchange Commission (“SEC”) announcing the completion of
the business combination between the Company and Enigma BVI in accordance with the terms of the Share Exchange Agreement. As a
result of the transaction, Enigma BVI is a wholly owned subsidiary of the Company, and the former shareholders of Enigma BVI became
the holders of approximately 84% of the Company’s issued and outstanding capital stock on a fully-diluted basis immediately
after the transaction. The acquisition was accounted for as a recapitalization effected by a share exchange, wherein Enigma BVI
is considered the acquirer for accounting and financial reporting purposes. The assets and liabilities of the acquired entity
have been brought forward at their book value and no goodwill has been recognized.
In September 2018, the Company incorporated
Marvelous ERA Limited in the British Virgin Islands as a wholly-owned subsidiary (“Marvelous ERA”). Marvelous ERA
is the 70% majority owner of One Belt One Network Holdings Limited, a British Virgin Islands company (“OBON BVI”),
which was incorporated in October 2018. OBON BVI is the sole parent of One Belt One Network (HK) Limited, a company organized
under the laws of Hong Kong SAR in October 2018.
In June 2019, OBON BVI, OBON Thailand
and the shareholders of OBON Thailand entered into the abovementioned VIE agreements, pursuant to which OBON BVI has contractual
rights to control and operate the business of OBON Thailand.
In
December 2019, a novel strain of coronavirus, causing a disease referred to as COVID-19, was reported to have surfaced in
Wuhan, China, which has spread rapidly to many parts of the world, including Thailand and the U.S. In March 2020,
the World Health Organization declared the COVID-19 a pandemic. The pandemic has resulted in quarantines, travel restrictions,
and the temporary closure of office buildings and facilities in Thailand.
Substantially all of our revenues are
generated in Thailand. The Company’s business and services and results of operations have been
adversely affected and could continue to be adversely affected by the COVID-19 pandemic. In response to the evolving
dynamics related to the COVID-19 outbreak, the Company is following the guidelines of local authorities as it prioritizes the
health and safety of its employees, contractors, suppliers and business partners. Our office in Thailand has been closed and all
of the Company’s employees in Thailand have been working from home since March 23, 2020 until May 7, 2020. The
quarantines, travel restrictions, and the temporary closure of office buildings have negatively
impacted our business including our wifi installation project. Our suppliers have negatively been affected, and could continue
to be negatively affected in their ability to supply and ship wifi related devices and parts to us. Our customers that are negatively
impacted by the outbreak of COVID-19 may reduce their budgets to purchase our products and services, which may materially adversely
impact our revenue. Some of our customers may require additional time to pay us or fail to pay us at all, which could significantly
increase the amount of accounts receivable and require us to record additional allowances for doubtful accounts. The outbreak
of COVID-19 has disrupted our supply chain and logistics and caused shortage of active installation workers and service providers
for our project and might continue impose negative impact to our business operations. Some of our customers, contractors, suppliers
and other business partners are small and medium-sized enterprises (SMEs), which may not have strong cash flows or be well capitalized,
and may be vulnerable to an epidemic outbreak and slowing macroeconomic conditions. If the SMEs that we work with cannot weather
the COVID-19 and the resulting economic impact, or cannot resume business as usual after a prolonged outbreak, our revenues and
business operations may be materially and adversely impacted.
The global economy
has also been materially negatively affected by the COVID-19 and there is continued severe uncertainty about the duration and
intensity of its impacts. The Thailand and global growth forecast is extremely uncertain, which would seriously affect investment
in infrastructures including building wifi network and related installation business.
While the potential
economic impact brought by, and the duration of, COVID-19 may be difficult to assess or predict, a widespread pandemic could result
in significant disruption of global financial markets, reducing our ability to access capital, which could negatively affect our
liquidity. In addition, a recession or market correction resulting from the spread of COVID-19 could materially affect our business
and the value of our common stock.
Further, as we
do not have access to a revolving credit facility, there can be no assurance that we would be able to secure commercial debt financing
in the future in the event that we require additional capital. We currently believe that our financial resources will be adequate
to see us through the outbreak. However, in the event that we do need to raise capital in the future, outbreak-related instability
in the securities markets could adversely affect our ability to raise additional capital.
Consequently, our results of operations
has been adversely, and may be materially, affected, to the extent that the COVID-19 harms the Thailand and global economy. Any
potential impact to our results will depend on, to a large extent, future developments and new information that may emerge regarding
the duration and severity of the COVID-19 and the actions taken by government authorities and other entities to contain the COVID-19
or treat its impact, almost all of which are beyond our control.
Going Concern
The accompanying consolidated financial
statements have been prepared assuming the Company will continue as a going concern. The Company has a history of recurring net
losses and a significant accumulated deficit. At June 30, 2020, the Company had an accumulated deficit of $2,958,432 and
a net working capital deficiency of $337,072. These conditions raise substantial doubt about our ability to continue as a going
concern. The Company’s plan for continuing as a going concern included improving its profitability, and obtaining additional
debt financing, loans from existing directors and shareholders and private placements of capital stock for additional funding
to meet its operating needs. There can be no assurance that we will be successful in our plans described above or in attracting
equity or alternative financing on acceptable terms, or if at all. These consolidated financial statements do not include any
adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be
necessary should the Company be unable to continue as a going concern.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated financial
statements have been prepared in accordance with United States of America generally accepted accounting principles (“U.S.
GAAP”).
The interim condensed consolidated financial
information as of June 30, 2020 and 2019, and for the three and six month periods ended June 30, 2020 and 2019 have
been prepared without audit, pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures,
which are normally included in consolidated financial statements prepared in accordance with U.S. GAAP have not been included.
These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and accompanying
footnotes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31,
2019, previously filed with the SEC on April 9, 2020.
In the opinion of management, all adjustments
and disclosures necessary for a fair presentation of these condensed consolidated financial statements, which are of a normal
and recurring nature, have been included. The results reported in the condensed consolidated financial statements for any interim
periods are not necessarily indicative of the results that may be reported for the entire year.
Beginning in 2020, a strain of novel coronavirus
(“COVID-19”) has spread globally and at this point, the extent to which the COVID-19 may adversely impact the operations
of the Company is uncertain. The extent of the adverse impact of the COVID-19 on the Company's business and operations will depend
on several factors, such as the duration, severity, and geographic spread of the pandemic, development of the testing and treatment
and stimulus measures of the government. The Company is monitoring and assessing the evolving situation closely and evaluating
its potential exposure. The operating results for the six months ended June 30, 2020 may not be indicative of the future operating
results for the fiscal year ending December 31, 2020 or other future periods, particularly in light of the uncertain impact COVID-19
could have on the Company's business.
Use of Estimates
The preparation of these financial statements
in conformity with U.S. GAAP requires management of the Company to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. On an ongoing basis, the Company evaluates
its estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily
apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Identified
below are the accounting policies that reflect the Company’s most significant estimates and judgments, and those that the
Company believes are the most critical to fully understanding and evaluating its consolidated financial statements.
Basis of Consolidation and Noncontrolling
Interests
The consolidated financial statements
include the financial statements of the Company, its subsidiaries and VIE entities. All significant inter-company balances and
transactions within the Company have been eliminated upon consolidation.
A subsidiary is an entity in which (i) the
Company directly or indirectly controls more than 50% of the voting power; or (ii) the Company has the power to appoint or
remove the majority of the members of the board of directors or to cast a majority of votes at the meeting of the board of directors
or to govern the financial and operating policies of the investee pursuant to a statute or under an agreement among the shareholders
or equity holders.
For the Company's non-wholly owned subsidiaries,
a noncontrolling interest is recognized to reflect a portion of equity that is not attributable, directly or indirectly, to the
Company. Consolidated net income in the consolidated income statements includes net income (loss) attributable to noncontrolling
interests. The cumulative results of operations attributable to noncontrolling interests are also recorded as noncontrolling interests
in the Company's consolidated balance sheets. Cash flows related to transactions with noncontrolling interests are presented under
financing activities in the consolidated statements of cash flows.
VIE Consolidation
Digiwork
Digiwork is owned as to 57.5% by Mr. Ratanaphon
Wongnapachant, 2.5% by Ms. Chanikarn Lertchawalitanon, and 40% by S-Mark Co. Ltd., a KOSDAQ-listed corporation. For the consolidated
VIE, management made evaluations of the relationships between the Company and the VIE and the economic benefit flow of contractual
arrangements with the VIE. In connection with such evaluation, management also took into account the fact that, as a result of
such contractual arrangements, the Company controls the shareholders’ voting interests in the VIE. As a result of such evaluation,
management concluded that Enigma BVI is the primary beneficiary of its consolidated VIE.
Owing predominantly to the Thailand legal
restrictions on foreign ownership, Enigma BVI currently conducts the coding business in Thailand through Digiwork, which it effectively
controls through a series of contractual arrangements. The Company consolidates in its consolidated financial statements of the
VIE of which the Company is the primary beneficiary.
The following financial information of
Digiwork is included in the accompanying consolidated financial statements:
|
|
June 30,
2020
|
|
|
December 31,
2019
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Cash at bank and on hand
|
|
$
|
130
|
|
|
$
|
377
|
|
Prepayments and deposits
|
|
|
260,914
|
|
|
|
391,463
|
|
Other receivables
|
|
|
2,505
|
|
|
|
2,582
|
|
Amount due from a fellow subsidiary
|
|
|
-
|
|
|
|
849
|
|
Property, plant and equipment,
net
|
|
|
4,038
|
|
|
|
5,409
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
267,587
|
|
|
$
|
400,680
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
Accruals
|
|
$
|
11,707
|
|
|
$
|
13,239
|
|
Amount due to a director
|
|
|
470,134
|
|
|
|
487,991
|
|
Amount due to Enigma BVI
|
|
|
1,000,000
|
|
|
|
1,000,000
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES
|
|
$
|
1,481,841
|
|
|
$
|
1,501,230
|
|
|
|
For
the three months
ended June 30,
|
|
|
For
the six months
ended June 30,
|
|
|
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
|
Revenues
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net profit (loss)
|
|
$
|
2,093
|
|
|
$
|
(73,295
|
)
|
|
$
|
(150,396
|
)
|
|
$
|
(155,367
|
)
|
|
|
For the six months
ended June 30,
|
|
|
|
2020
|
|
|
2019
|
|
Net cash used in operating activities
|
|
$
|
(1,138
|
)
|
|
$
|
(81,712
|
)
|
Net cash provided by (used in) investing activities
|
|
|
111
|
|
|
|
(63
|
)
|
Net cash provided by financing activities
|
|
|
799
|
|
|
|
80,346
|
|
OBON Thailand
OBON Thailand is owned 90.9% by Ms. Chanikarn
Lertchawalitanon, 0.1% by Wanee Watcharakangka, and 9.0% by Mr. Ratanaphon Wongnapachant. For the consolidated VIE, management
made evaluations of the relationships between the Company and the VIE and the economic benefit flow of contractual arrangements
with the VIE. In connection with such evaluation, management also took into account the fact that, as a result of such contractual
arrangements, the Company controls the shareholders’ voting interests in the VIE. As a result of such evaluation, management
concluded that OBON BVI is the primary beneficiary of its consolidated VIE.
OBON
Thailand was established as a VIE for the Company’s business expansion and development in Thailand, which imposes certain
restrictions on foreign invested companies. The Company consolidates in its consolidated financial statements of the VIE
of which the Company is the primary beneficiary.
The following financial information of
OBON Thailand is included in the accompanying consolidated financial statements:
|
|
June 30,
2020
|
|
|
December 31,
2019
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Cash at bank and on hand
|
|
$
|
320,991
|
|
|
$
|
687,008
|
|
Accounts receivable
|
|
|
1,960
|
|
|
|
-
|
|
Other receivables
|
|
|
13,069
|
|
|
|
12,160
|
|
Prepayments and deposits
|
|
|
106,056
|
|
|
|
110,084
|
|
Amount due from a director
|
|
|
-
|
|
|
|
124
|
|
Deposits paid for acquisition of property, plant and
equipment
|
|
|
310,881
|
|
|
|
322,689
|
|
Property, plant and equipment,
net
|
|
|
114,027
|
|
|
|
22,050
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
866,984
|
|
|
$
|
1,154,115
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
Accruals
|
|
$
|
59,892
|
|
|
$
|
35,089
|
|
Short-term loan
|
|
|
854,144
|
|
|
|
865,625
|
|
Amounts due to fellow subsidiaries
|
|
|
166,666
|
|
|
|
167,515
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES
|
|
$
|
1,080,702
|
|
|
$
|
1,068,229
|
|
|
|
For
the three months
ended
June 30,
|
|
|
For
the six months
ended
June 30,
|
|
|
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
|
Revenues
|
|
$
|
1,914
|
|
|
$
|
-
|
|
|
$
|
1,914
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
63,656
|
|
|
$
|
1,923
|
|
|
$
|
289,570
|
|
|
$
|
1,923
|
|
|
|
For
the six months
ended
June 30,
|
|
|
|
2020
|
|
|
2019
|
|
Net cash used in operating activities
|
|
$
|
(239,261
|
)
|
|
$
|
(1,702
|
)
|
Net cash used in investing activities
|
|
|
(93,808
|
)
|
|
|
(644
|
)
|
Net cash provided by financing
activities
|
|
|
117
|
|
|
|
2,853
|
|
Property, plant and equipment
Property, plant and equipment are recorded
at cost less accumulated depreciation and accumulated impairment. Depreciation is computed using the straight-line method over
the estimated useful lives of the assets.
|
|
Estimated useful lives
(years)
|
|
Office and computer equipment
|
|
|
5
|
|
Software
|
|
|
5
|
|
Leasehold improvements
|
|
|
Remaining period of the leases
|
|
Expenditure for maintenance and repairs
is expensed as incurred.
The gain or loss on the disposal of property,
plant and equipment is the difference between the net sales proceeds and the lower of the carrying value or fair value less cost
to sell the relevant assets and is recognized in general and administrative expenses in the consolidated statements of comprehensive
loss.
Impairment of Long-lived Assets
In accordance with ASC 360-10-35, we review
the carrying values of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying
value of an asset may not be recoverable. Based on the existence of one or more indicators of impairment, the Company measures
any impairment of long-lived assets using the projected discounted cash flow method at the asset group level. The estimation of
future cash flows requires significant management judgment based on the Company’s historical results and anticipated results
and is subject to many factors. The discount rate that is commensurate with the risk inherent in the Company’s business
model is determined by its management. An impairment loss would be recorded if the Company determined that the carrying value
of long-lived assets may not be recoverable. The impairment to be recognized is measured by the amount by which the carrying values
of the assets exceed the fair value of the assets. No impairment has been recorded by the Company as of June 30, 2020 and
December 31, 2019.
Revenue Recognition
Revenue is principally comprised of image
coding services revenue, and represents the fair value of the consideration received or receivable for the provision of services
in the ordinary course of the Company's activities and is recorded net of value-added tax ("VAT"). Under the new revenue
standards, the Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that
reflects the consideration which the Company expects to receive in exchange for those goods or services. The Company recognizes
revenues following the five step model prescribed under ASU No. 2014-09: (i) identify contract(s) with a customer;
(ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate
the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) the Company
satisfies the performance obligation.
Revenues are recognized when the customer
obtains control of our product or services, which may occur at a point in time or over time depending on the terms and conditions
of the agreement.
Provision of services
Revenue from services is measured based on the usage of the
Company’s WiFi network devices and facilities and is recognized when the services are rendered. In accordance with the Company’s
service plan terms, service payments are generally due on a monthly basis.
The Company has not occurred any costs
to obtain contracts, and does not disclose the value of unsatisfied performance obligations for contracts with an original expected
length of one year or less.
Below is the summary presenting the Company’s
revenues disaggregated by products and services and timing of revenue recognition:
|
|
For
Three Months Ended June 30,
|
|
|
For
Six Months Ended June 30,
|
|
Revenue by
recognition over time vs point in time
|
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
|
Revenue by recognition
over time
|
|
$
|
1,914
|
|
|
$
|
-
|
|
|
$
|
1,914
|
|
|
$
|
-
|
|
Revenue by
recognition at a point in time
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
$
|
1,914
|
|
|
$
|
-
|
|
|
$
|
1,914
|
|
|
$
|
-
|
|
Leases
Effective with adoption of Accounting
Standards Update No. 2016-02 (ASU 2016-02), Leases (the new lease standard) on January 1, 2019, the Company determines
if an arrangement is a lease at inception. Operating lease right-of-use (ROU) assets and liabilities are recognized at commencement
date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only
payments that are fixed and determinable at the time of commencement. As most of the Company’s leases do not provide an
implicit rate, it uses its incremental borrowing rate based on the information available at commencement date in determining the
present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding
of what its credit rating would be. The ROU asset also includes any lease payments made prior to commencement and is recorded
net of any lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when
it is reasonably certain that it will exercise such options.
Operating leases are included in operating
lease right-of-use assets, operating lease liabilities, current and operating lease liabilities, non-current on the Company’s
consolidated balance sheets.
Foreign Currency and Foreign Currency Translation
The functional currency of the Company
and its subsidiaries is US$. The Company's VIEs with operations in Thailand use their respective local currency, Thai Baht (“THB”),
as their functional currency. An entity’s functional currency is the currency of the primary economic environment in which
it operates, normally that is the currency of the environment in which the entity primarily generates and expends cash. Management’s
judgment is essential to determine the functional currency by assessing various indicators, such as cash flows, sales price and
market, expenses, financing and inter-company transactions and arrangements.
Foreign currency transactions denominated
in currencies other than the functional currency are translated into the functional currency using the exchange rates prevailing
at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date
are re-measured at the applicable rates of exchange in effect at that date. Gains and losses resulting from foreign currency re-measurement
are included in the statements of comprehensive loss.
The financial statements are presented
in U.S. dollars. Assets and liabilities are translated into U.S. dollars at the current exchange rate in effect at the balance
sheet date, and revenues and expenses are translated at the average of the exchange rates in effect during the reporting period.
Stockholders’ equity accounts are translated using the historical exchange rates at the date the entry to stockholders’
equity was recorded, except for the change in retained earnings during the period, which is translated using the historical exchange
rates used to translate each period’s income statement. Differences resulting from translating functional currencies to
the reporting currency are recorded in accumulated other comprehensive income in the balance sheets.
Translation of amounts from THB into U.S.
dollars has been made at the following exchange rates:
Balance sheet items, except for equity accounts
|
|
|
|
|
June 30, 2020
|
|
|
THB30.8800
to $1
|
|
December 31, 2019
|
|
|
THB29.7500
to $1
|
|
|
|
|
|
|
Income statement and cash flows items
|
|
|
|
|
For the six months ended June 30, 2020
|
|
|
THB31.6150
to $1
|
|
For the six months ended June 30, 2019
|
|
|
THB31.6103
to $1
|
|
Research and Development
Research and development costs are paid
to Digiwork Korea, which is providing research and development services to Digiwork commencing from March 31, 2017 and ending
on December 31, 2020. Research and development costs are recognized in general and administrative expenses and expensed as
incurred.
Research and development expense were
$56,150 and $58,519 for the three months ended June 30, 2020 and 2019, respectively; and $113,521 and $116,983 for the six
months ended June 30, 2020 and 2019, respectively.
Income Taxes
Income taxes are accounted for using an
asset and liability approach which requires the recognition of income taxes payable or refundable for the current year and deferred
tax liabilities and assets for the future tax consequences of events that have been recognized in the Company’s financial
statements or tax returns. Deferred income taxes are determined based on the differences between the accounting basis and the
tax basis of assets and liabilities and are measured using the currently enacted tax rates and laws. Deferred tax assets are reduced
by a valuation allowance, if based on available evidence, it is considered that it is more likely than not that some portion of
or all of the deferred tax assets will not be realized. In making such determination, the Company considers factors including
future reversals of existing taxable temporary differences, future profitability, and tax planning strategies. If events were
to occur in the future that would allow the Company to realize more of its deferred tax assets than the presently recorded net
amount, an adjustment would be made to the deferred tax assets that would increase income for the period when those events occurred.
If events were to occur in the future that would require the Company to realize less of its deferred tax assets than the presently
recorded net amount, an adjustment would be made to the valuation allowance against deferred tax assets that would decrease income
for the period when those events occurred. Significant management judgment is required in determining income tax expense and deferred
tax assets and liabilities.
Thailand Withholding Tax on Dividends
Dividends payable by a foreign invested
enterprise in Thailand to its foreign investors are subject to a 10% withholding tax, unless any foreign investor’s jurisdiction
of incorporation has a tax treaty with Thailand that provides for a different withholding arrangement.
Uncertain Tax Positions
Management reviews regularly the adequacy
of the provisions for taxes as they relate to the Company’s income and transactions. In order to assess uncertain tax positions,
the Company applies a more likely than not threshold and a two-step approach for tax position measurement and financial statement
recognition. For the two-step approach, the first step is to evaluate the tax position for recognition by determining if the weight
of available evidence indicates that it is more likely than not that the position will be sustained, including resolution of related
appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than
50% likely to be realized upon settlement.
Net loss per share of common stock
The Company has adopted ASC Topic 260,
“Earnings per Share,” (“EPS”) which requires presentation of basic EPS on the face of the income statement
for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS
computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net loss by the
weighted average number of shares of common stock outstanding during the period.
|
|
For
the three months
ended
June 30,
|
|
|
For
the six months
ended
June 30,
|
|
|
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
|
Net loss attributable
to ordinary stockholders of IWEB, Inc.
|
|
$
|
(136,164
|
)
|
|
$
|
(155,738
|
)
|
|
$
|
(636,849
|
)
|
|
$
|
(424,670
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common
shares outstanding – basic and diluted
|
|
|
40,306,211
|
|
|
|
40,197,751
|
|
|
|
40,260,920
|
|
|
|
40,197,751
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted loss per share
|
|
$
|
(0.01
|
)
|
|
$
|
-
|
*
|
|
$
|
(0.02
|
)
|
|
$
|
(0.01
|
)
|
* Less than $0.01 per share
The calculation of basic net loss per
share of common stock is based on the net loss attributable to ordinary stockholders of IWEB, Inc. for the three and six
months ended June 30, 2020 and 2019 and the weighted average number of ordinary shares outstanding.
The Company has no potentially dilutive
securities, such as options or warrants, currently issued and outstanding.
Segments
The Company evaluates a reporting unit
by first identifying its operating segments, and then evaluates each operating segment to determine if it includes one or more
components that constitute a business. If there are components within an operating segment that meets the definition of a business,
the Company evaluates those components to determine if they must be aggregated into one or more reporting units. If applicable,
when determining if it is appropriate to aggregate different operating segments, the Company determines if the segments are economically
similar and, if so, the operating segments are aggregated.
Fair Value of Financial Instruments
U.S. GAAP establishes a three-tier hierarchy
to prioritize the inputs used in the valuation methodologies in measuring the fair value of financial instruments. This hierarchy
also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair
value. The three-tier fair value hierarchy is:
Level 1 – observable inputs that
reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 – include other inputs that
are directly or indirectly observable in the market place.
Level 3 – unobservable inputs which
are supported by little or no market activity.
The carrying value of the Company’s
financial instruments, including cash at banks and on hand and balances with related parties approximate their fair value due
to their short maturities.
Comprehensive Income
Comprehensive income is defined as the
change in equity of a company during a period from transactions and other events and circumstances excluding transactions resulting
from investments from owners and distributions to owners. Accumulated other comprehensive income includes cumulative foreign currency
translation adjustment.
New Accounting Pronouncements
Recent Adopted Accounting Standards
In August 2018, the FASB issued ASU
2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement,
which modifies the disclosure requirements for Level 1, Level 2 and Level 3 instruments in the fair value hierarchy.
The guidance is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years,
with early adoption permitted for any eliminated or modified disclosures. The Company applied the new standard beginning January 1,
2020.
Recently issued accounting pronouncements
not yet adopted
In June 2016, the FASB issued ASU
No. 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit losses
for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable
forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets
measured at amortized cost. Adoption of the ASUs is on a modified retrospective basis. As a smaller reporting company, the standard
will be effective for the Company for interim and annual reporting periods beginning after December 15, 2022. The Company
is currently evaluating the impact that the standard will have on its condensed consolidated financial statements and related
disclosures.
In December 2019, the FASB issued
ASU 2019-12, Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes, eliminates certain
exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistent application
among reporting entities. The guidance is effective for fiscal years beginning after December 15, 2020, and interim
periods within those fiscal years, with early adoption permitted. Upon adoption, the Company must apply certain aspects of
this standard retrospectively for all periods presented while other aspects are applied on a modified retrospective basis through
a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The Company is evaluating
the impact this update will have on its financial statements.
NOTE 3 - BALANCES WITH RELATED PARTIES
|
|
June 30,
2020
|
|
|
December 31,
2019
|
|
Due from shareholders
|
|
$
|
1,250
|
|
|
$
|
1,250
|
|
Due to directors
|
|
|
|
|
|
|
|
|
Mr. Ratanaphon Wongnapachant
|
|
$
|
95,853
|
|
|
$
|
163,319
|
|
Mr. Wai Hok Fung
|
|
|
44,872
|
|
|
|
44,872
|
|
|
|
$
|
140,725
|
|
|
$
|
208,191
|
|
The balances with shareholders and directors
detailed above as of June 30, 2020 and December 31, 2019 are unsecured, non-interest bearing and repayable on demand.
NOTE 4 - PROPERTY, PLANT AND EQUIPMENT,
NET
Property, plant and equipment, net consist
of the following:
|
|
June 30,
2020
|
|
|
December 31,
2019
|
|
Office and computer equipment
|
|
$
|
126,269
|
|
|
$
|
32,958
|
|
Leasehold improvements
|
|
|
51,000
|
|
|
|
-
|
|
Software
|
|
|
2,871
|
|
|
|
1,566
|
|
Less: Accumulated depreciation
|
|
|
(36,575
|
)
|
|
|
(7,065
|
)
|
|
|
$
|
143,565
|
|
|
$
|
27,459
|
|
Depreciation
expenses charged to the statements of comprehensive loss for the three months ended June 30, 2020 and 2019 were $28,106 and
$670, respectively; for the six months ended June 30, 2020 and 2019 were $29,762 and $1,465, respectively.
NOTE 5 - COMMON STOCK
On March 13, 2020, the Company entered
into several Securities Purchase Agreements with certain investors, pursuant to which the Company sold to the such investor in
a private placement an aggregate of 108,460 shares of the Company’s common stock, par value $0.0001 per share, at a purchase
price of $2.00 per share for an aggregate offering price of $216,920 (the “Private Placement”). The Private Placement
was completed pursuant to the exemption from registration provided by Regulation S promulgated under the Securities Act of 1933,
as amended.
NOTE 6 –SHORT-TERM LOAN
As
of June 30, 2020 and December 31, 2019, short-term loan represents a loan of $854,144 and $865,625 advanced from an
unrelated party to the Company. The loan is unsecured, bearing 30% interest per annum and repayable by November 2020. Interest
of $55,857 and $25,613 was accrued (included in accruals) as of June 30, 2020 and December 31, 2019, respectively.
NOTE 7 - INCOME TAXES
(a)
|
The local (United States) and foreign components
of loss before income taxes were comprised of the following:
|
|
|
For the three
months ended June 30,
|
|
|
For the six months
ended June 30,
|
|
|
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
|
Tax jurisdictions from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Local
|
|
$
|
(18,542
|
)
|
|
$
|
(13,870
|
)
|
|
$
|
(138,053
|
)
|
|
$
|
(130,534
|
)
|
- Foreign, representing:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BVI
|
|
|
(75,155
|
)
|
|
|
(48,671
|
)
|
|
|
(145,700
|
)
|
|
|
(100,311
|
)
|
HK
|
|
|
-
|
|
|
|
(26,509
|
)
|
|
|
-
|
|
|
|
(53,017
|
)
|
Thailand
|
|
|
(61,564
|
)
|
|
|
(75,217
|
)
|
|
|
(439,967
|
)
|
|
|
(157,289
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes
|
|
$
|
(155,261
|
)
|
|
$
|
(164,267
|
)
|
|
$
|
(723,720
|
)
|
|
$
|
(441,151
|
)
|
United States of America
The Company is incorporated in the State
of Nevada and is subject to the U.S. federal tax and state tax. The Tax Cuts and Jobs Act of (“TCJ Act”) was signed
into law in December 2017, and among its many provisions, it imposed a mandatory one-time transition tax on undistributed
international earnings and reduced the U.S. corporate income tax rate to 21%, effective January 1, 2018. No provision for
income taxes in the United States has been made as the Company had no taxable income for the three and six months ended June 30,
2020 and 2019.
British Virgin Islands
Under the current laws of the British
Virgin Islands, entities incorporated in British Virgin Islands are not subject to tax on their income or capital gains.
Thailand
The statutory corporate income tax rate
in Thailand (“CIT”) is 20%.
Digiwork, assuming a paid-in capital not
exceeding 5 million Thai baht (THB) ($161,917) at the end of any accounting period and income from the sale of goods and/or the
provision of services not exceeding THB 30 million ($971,503) in any accounting period, is subject to CIT in Thailand at the following
reduced rates:
Net profit
|
|
|
|
|
Nil – THB300,000
($9,715)
|
|
|
0
|
%
|
THB300,000 – THB3,000,000
($97,150)
|
|
|
15
|
%
|
Over THB3,000,000 ($97,150)
|
|
|
20
|
%
|
A reconciliation of loss before income
taxes to the effective tax rate as follows:
|
|
For
the three months ended June 30,
|
|
|
For
the six months ended June 30,
|
|
|
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
|
Loss before income taxes
|
|
$
|
(155,261
|
)
|
|
$
|
(164,267
|
)
|
|
$
|
(723,720
|
)
|
|
$
|
(441,151
|
)
|
Statutory income tax rate
|
|
|
21
|
%
|
|
|
21
|
%
|
|
|
21
|
%
|
|
|
21
|
%
|
Income tax credit computed at statutory income tax
rate
|
|
|
(32,605
|
)
|
|
|
(34,496
|
)
|
|
|
(151,981
|
)
|
|
|
(92,642
|
)
|
Reconciling items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-deductible expenses
|
|
|
(1,630
|
)
|
|
|
10,352
|
|
|
|
28,083
|
|
|
|
21,478
|
|
Tax effect of tax exempt entity
|
|
|
15,782
|
|
|
|
10,221
|
|
|
|
30,597
|
|
|
|
21,065
|
|
Rate differential in different tax jurisdictions
|
|
|
616
|
|
|
|
1,945
|
|
|
|
4,400
|
|
|
|
3,959
|
|
Valuation allowance on deferred
tax assets
|
|
|
17,837
|
|
|
|
11,978
|
|
|
|
88,901
|
|
|
|
46,140
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total tax expenses
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
(b)
|
The tax effects
of temporary differences that give rise to significant portions of the deferred tax assets and liabilities as of June 30,
2020 and December 31, 2019 are presented below
|
|
|
June 30,
2020
|
|
|
December 31,
2019
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
Net operating loss carryforwards:
|
|
|
|
|
|
|
|
|
- United States of America
|
|
$
|
184,466
|
|
|
$
|
155,475
|
|
- Thailand
|
|
|
211,881
|
|
|
|
156,264
|
|
|
|
|
396,347
|
|
|
|
311,739
|
|
Less: Valuation allowance
|
|
|
(396,347
|
)
|
|
|
(311,739
|
)
|
|
|
$
|
-
|
|
|
$
|
-
|
|
The Company has accumulated net operating
loss carryovers of approximately $878,411 and $740,358 as of June 30, 2020 and December 31, 2019, respectively, which
are available to reduce future taxable income. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating
loss carry forwards of $145,660 for federal income tax reporting purposes may be subject to annual limitations. A change in ownership
may limit the utilization of the net operating loss carry forwards in future years. The tax losses will begin to expire in 2035.
As of June 30, 2020, and December 31,
2019, the entities in Thailand had net operating loss carry forwards of $1,059,407 and $781,318, respectively, which will expire
in various years through 2024.
Management believes that it is more likely
than not that the Company will not realize these potential tax benefits as these operations will not generate any operating profits
in the foreseeable future. As a result, a valuation allowance was provided against the full amount of the potential tax benefits.
NOTE 8 - SEGMENT INFORMATION
The Company’s segments are business
units that offer different products and services and are reviewed separately by the chief operating decision maker (the “CODM”),
or the decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s CODM is
the Company’s Chief Executive Officer.
The Company used to have one reportable
segment, being technology development and provision of coding services in various industries and markets. Starting from the last
quarter of fiscal 2019, there is one additional segment, consisting of the leasing and installation of network systems, WiFi devices
and related accessories.
|
|
Technology
|
|
|
|
|
|
|
|
|
|
|
|
|
development and
|
|
|
Lease, install
|
|
|
|
|
|
|
|
|
|
services provider
|
|
|
and provision of
|
|
|
|
|
|
|
|
|
|
specializing in
|
|
|
network systems,
|
|
|
|
|
|
|
|
|
|
coding services
in
|
|
|
WiFi devices and
|
|
|
|
|
|
|
|
|
|
various
|
|
|
related
|
|
|
Corporate
|
|
|
|
|
For the three months ended June 30,
|
|
industries and
|
|
|
accessories and
|
|
|
unallocated
|
|
|
|
|
2020
|
|
markets
|
|
|
services
|
|
|
(note)
|
|
|
Consolidated
|
|
Revenues
|
|
$
|
-
|
|
|
$
|
1,914
|
|
|
$
|
-
|
|
|
$
|
1,914
|
|
Cost of Revenue
|
|
|
-
|
|
|
|
(534
|
)
|
|
|
-
|
|
|
|
(534
|
)
|
Gross profit
|
|
|
-
|
|
|
|
1,380
|
|
|
|
-
|
|
|
|
1,380
|
|
General and administrative expenses
|
|
|
(131,988
|
)
|
|
|
(64,234
|
)
|
|
|
(18,542
|
)
|
|
|
(214,764
|
)
|
Loss from operations
|
|
|
(131,988
|
)
|
|
|
(62,854
|
)
|
|
|
(18,542
|
)
|
|
|
(213,384
|
)
|
Finance expenses
|
|
|
-
|
|
|
|
(63,340
|
)
|
|
|
-
|
|
|
|
(63,340
|
)
|
Other income
|
|
|
58,925
|
|
|
|
62,538
|
|
|
|
-
|
|
|
|
121,463
|
|
Loss before income tax
|
|
|
(73,063
|
)
|
|
|
(63,656
|
)
|
|
|
(18,542
|
)
|
|
|
(155,261
|
)
|
Income tax expense
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Net loss
|
|
|
(73,063
|
)
|
|
|
(63,656
|
)
|
|
|
(18,542
|
)
|
|
|
(155,261
|
)
|
|
|
Technology
|
|
|
|
|
|
|
|
|
|
|
|
|
development and
|
|
|
Lease, install
|
|
|
|
|
|
|
|
|
|
services provider
|
|
|
and provision of
|
|
|
|
|
|
|
|
|
|
specializing in
|
|
|
network systems,
|
|
|
|
|
|
|
|
|
|
coding services
in
|
|
|
WiFi devices and
|
|
|
|
|
|
|
|
|
|
various
|
|
|
related
|
|
|
Corporate
|
|
|
|
|
For the six months ended June 30,
|
|
industries and
|
|
|
accessories and
|
|
|
unallocated
|
|
|
|
|
2020
|
|
markets
|
|
|
services
|
|
|
(note)
|
|
|
Consolidated
|
|
Revenues
|
|
$
|
-
|
|
|
$
|
1,914
|
|
|
$
|
-
|
|
|
$
|
1,914
|
|
Cost of Revenue
|
|
|
-
|
|
|
|
(534
|
)
|
|
|
-
|
|
|
|
(534
|
)
|
Gross profit
|
|
|
-
|
|
|
|
1,380
|
|
|
|
-
|
|
|
|
1,380
|
|
General and administrative expenses
|
|
|
(260,708
|
)
|
|
|
(123,113
|
)
|
|
|
(138,053
|
)
|
|
|
(521,874
|
)
|
Loss from operations
|
|
|
(260,708
|
)
|
|
|
(121,733
|
)
|
|
|
(138,053
|
)
|
|
|
(520,494
|
)
|
Finance expenses
|
|
|
-
|
|
|
|
(128,253
|
)
|
|
|
-
|
|
|
|
(128,253
|
)
|
Other expense
|
|
|
(35,389
|
)
|
|
|
(39,584
|
)
|
|
|
-
|
|
|
|
(74,973
|
)
|
Loss before income tax
|
|
|
(296,097
|
)
|
|
|
(289,570
|
)
|
|
|
(138,053
|
)
|
|
|
(723,720
|
)
|
Income tax expense
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Net loss
|
|
|
(296,097
|
)
|
|
|
(289,570
|
)
|
|
|
(138,053
|
)
|
|
|
(723,720
|
)
|
Total assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2020
|
|
$
|
336,648
|
|
|
$
|
866,983
|
|
|
$
|
421
|
|
|
$
|
1,204,052
|
|
As of December 31, 2019
|
|
$
|
597,087
|
|
|
$
|
1,153,991
|
|
|
$
|
421
|
|
|
$
|
1,751,499
|
|
Note: The Company does not allocate its
assets located and expenses incurred outside Hong Kong and Thailand to its reportable segments because these assets and activities
are managed at a corporate level.
The Company primarily operates in Thailand.
Substantially all the Company’s long-lived assets are located in Thailand.
NOTE 9 - COMMITMENTS AND CONTINGENCIES
Lease Commitments
The Company as lessee
The
Company’s rental expense was $32,418 and $33,335 for the three months ended June 30, 2020 and 2019, respectively;
and was $65,427 and $66,880 for the six months ended June 30, 2020 and 2019, respectively.
On October 1, 2019, the Company entered
into a lease for office space in Hong Kong for the period of one year, at HKD55,000 (approximately $7,051) per month.
The Company has entered into a lease for
office space located in Din Daeng Sub-district, din Daeng District, Bangkok, Thailand for the period from February 21, 2017
to February 20, 2020, at THB127,120 ($4,117) per month. The Company early terminated the lease effective in July 2019.
On August 1, 2019 and OBON Thailand
entered into a rental agreement with Mr. Thanawat Wongnapachant, brother of the Company’s CEO, to lease an office
space from Mr Thanawat Wongnapachant for a period of twelve months at THB50,000 ($1,619) per month.
On November 1, 2019, OBON Thailand
entered into an additional rental agreement with Mr. Thanawat Wongnapachant, brother of the Company’s CEO, to
lease an office space property from Mr. Thanawat Wongnapachant for a period of twelve months at THB70,000 ($2,267) per month.
For the three and six months ended June 30,
2020, the Company paid rental amounts of $11,265 and $22,774, respectively, to Mr. Thanawat Wongnapachant that are included
in General and administrative expenses.
As of June 30, 2020, all the outstanding
leases are short-term leases. The total minimum future lease payments are $31,840 payable in the twelve months ending June 30,
2021.
Capital Commitments
As of June 30, 2020, the Company
had the following contracted capital commitments:
|
|
June 30,
2020
|
|
For purchases of
equipment, payable in the twelve months ending June 30, 2021
|
|
$
|
1,065,610
|
|
Employment Agreement
On
October 1, 2019, Enigma BVI entered into a three-year employment agreement with Hok Fung Wai, the president of the Company,
to serve as Enigma BVI’s general manager from October 1, 2019 to October 1, 2022. Enigma BVI may, in its absolute
discretion, terminate the employment agreement, with one month notice or for cause. The agreement provides Mr. Wai a monthly
salary of HK$45,000 (approximately $5,769). During the three and six months ended June 30, 2020, salaries paid to Mr. Wai
totaled $16,731 and $40,385.
NOTE 10 - THAILAND AND HONG KONG CONTRIBUTION PLANS
In accordance with the rules and
regulations of Thailand, the employees of the VIEs established in Thailand are required to participate in a defined contribution
retirement plan organized by local government. Contributions to this plan are expensed as incurred and other than these monthly
contributions, the VIEs has no further obligation for the payment of retirement benefits to its employees. For the three months
ended June 30, 2020 and 2019, the VIEs contributed a total of $366 and $200, respectively; for the six months ended June 30,
2020 and 2019, the VIE contributed a total of $803 and $399, respectively, to this plan.
The
Company also makes payments to a defined contribution plan for the benefit of employees employed in Hong Kong. Amounts contributed
during the three months ended June 30, 2020 and 2019 were $577 and $246, respectively; Amounts contributed during
the six months ended June 30, 2020 and 2019 were $1,154 and $1,536, respectively.
NOTE 11 - CERTAIN RISKS AND CONCENTRATIONS
Credit risk
At June 30, 2020 and December 31,
2019, the Company’s cash and cash equivalents included bank deposits in accounts maintained in Thailand. The Company does
not experience any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts.
Foreign currency risk
As a result of the operations in Thailand,
the Company is exposed to foreign exchange risk arising from the currency exposures primarily with respect to THB. The Company's
VIEs with operations in Thailand use their respective local currency, THB, as their functional currency. Although a majority of
their total revenues, their payroll and other operating expenses are incurred and paid in Thai baht, the payment of R&D services
provided by Digiwork Korea is required to be made in the U.S. dollar. As of June 30, 2020, and December 31, 2019, the Company
owed Enigma BVI $1,000,000 for such R&D services.