UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023
☐ TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 000-55793
| COSMOS GROUP HOLDINGS INC. |
| (Exact Name of Registrant as Specified in Its Charter) |
| Nevada | | 90-1177460 |
(State or Other Jurisdiction of
Incorporation or Organization) | | (I.R.S. Employer Identification No.) |
37th Floor, Singapore Land Tower
50 Raffles Place, Singapore 048623
+65 6829 7017
(Address of Principal Executive Offices and Issuer’s
Telephone Number, including Area Code)
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each Class | | Trading Symbol | | Name of each exchange on which registered |
| None. | | N/A | | N/A |
Indicate by check mark whether
the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether
the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files). Yes ☒ No ☐
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☐ | Smaller reporting company | ☒ |
| Emerging growth company | ☐ | | |
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of August 18, 2023, the
Company had outstanding 457,000,915 shares of common stock.
INTRODUCTORY COMMENTS
References in this report
to the “Company,” “COSG,” “we,” “us” and “our” refer to Cosmos Group Holdings
Inc., a Nevada company (also known as Coinllectibles, Inc.), and all of its subsidiaries on a consolidated basis. Where reference to a
specific entity is required, the name of such specific entity will be referenced.
We are a Nevada holding
company with operations conducted through our wholly owned subsidiaries based in Hong Kong and Singapore. Our investors hold shares of
common stock in Cosmos Group Holdings Inc., the Nevada holding company. This structure presents unique risks as our investors may never
directly hold equity interests in our Hong Kong subsidiary and will be dependent upon contributions from our subsidiaries to finance our
cash flow needs. Our ability to obtain contributions from our subsidiaries are significantly affected by regulations promulgated by Hong
Kong and Singaporean authorities. Any change in the interpretation of existing rules and regulations or the promulgation of new rules
and regulations may materially affect our operations and or the value of our securities, including causing the value of our securities
to significantly decline or become worthless. For a detailed description of the risks facing the Company associated with our structure,
please refer to “Risk Factors – Risks Relating to Doing Business in Hong Kong.” set forth in the Form 10-K filed
with the U.S. Securities and Exchange Commission (the “SEC”) on April 17, 2023 (the “Form 10-K”).
Cosmos Group Holdings Inc.
and our Hong Kong subsidiaries are not required to obtain permission or approval from the Chinese authorities including the China Securities
Regulatory Commission, or CSRC, the Cybersecurity Administration Committee, or CAC, to operate our business or to issue securities to
foreign investors. However, in light of the recent statements and regulatory actions by the People’s Republic of China (“the
PRC”) government, such as those related to Hong Kong’s national security, the promulgation of regulations prohibiting foreign
ownership of Chinese companies operating in certain industries, which are constantly evolving, and anti-monopoly concerns, we may be subject
to the risks of uncertainty of any future actions of the PRC government in this regard including the risk that we inadvertently conclude
that such approvals are not required, that applicable laws, regulations or interpretations change such that we are required to obtain
approvals in the future, or that the PRC government could disallow our holding company structure, which would likely result in a material
change in our operations, including our ability to continue our existing holding company structure, carry on our current business, accept
foreign investments, and offer or continue to offer securities to our investors. These adverse actions could cause the value of our common
stock to significantly decline or become worthless. We may also be subject to penalties and sanctions imposed by the PRC regulatory agencies,
including the CSRC, if we fail to comply with such rules and regulations, which would likely adversely affect the ability of the Company’s
securities to continue to trade on the Over-the-Counter Bulletin Board, which would likely cause the value of our securities to significantly
decline or become worthless.
There are prominent legal
and operational risks associated with our operations being in Hong Kong. For example, as a U.S.-listed Hong Kong public company,
we may face heightened scrutiny, criticism and negative publicity, which could result in a material change in our operations and the value
of our common stock. It could also significantly limit or completely hinder our ability to offer or continue to offer securities to investors
and cause the value of such securities to significantly decline or be worthless. We are subject to risks arising from the legal system
in China where there are risks and uncertainties regarding the enforcement of laws including where the Chinese government can change the
rules and regulations in China and Hong Kong, including the enforcement and interpretation thereof, at any time with little to no advance
notice and can intervene at any time with little to no advance notice. Changes in Chinese internal regulatory mandates, such as the M&A
rules, Anti-Monopoly Law, and Data Security Law, may target the Company’s corporate structure and impact our ability to conduct
business in Hong Kong, accept foreign investments, or list on an U.S. or other foreign exchange. By way of example, the PRC government
initiated a series of regulatory actions and statements to regulate business operations in China with little advance notice, including
cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using variable
interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly
enforcement. In April 2020, the Cyberspace Administration of China and certain other PRC regulatory authorities promulgated the Cybersecurity
Review Measures, which became effective in June 2020. Pursuant to the Cybersecurity Review Measures, operators of critical information
infrastructure must pass a cybersecurity review when purchasing network products and services which do or may affect national security.
On July 10, 2021, the Cyberspace Administration of China issued a revised draft of the Measures for Cybersecurity Review for public comments
(“Draft Measures”), which required that, in addition to “operator of critical information infrastructure,” any
“data processor” carrying out data processing activities that affect or may affect national security should also be subject
to cybersecurity review, and further elaborated the factors to be considered when assessing the national security risks of the relevant
activities, including, among others, (i) the risk of core data, important data or a large amount of personal information being stolen,
leaked, destroyed, and illegally used or exited the country; and (ii) the risk of critical information infrastructure, core data, important
data or a large amount of personal information being affected, controlled, or maliciously used by foreign governments after listing abroad.
The Cyberspace Administration of China has said that under the proposed rules companies holding data on more than 1,000,000 users must
now apply for cybersecurity approval when seeking listings in other nations because of the risk that such data and personal information
could be “affected, controlled, and maliciously exploited by foreign governments,” The cybersecurity review will also investigate
the potential national security risks from overseas IPOs. On January 4, 2022, the CAC, in conjunction with 12 other government departments,
issued the New Measures for Cybersecurity Review (the “New Measures”) on January 4, 2022. The New Measures amends the
Draft Measures released on July 10, 2021 and became effective on February 15, 2022.
The business of our subsidiaries
are not subject to cybersecurity review with the Cyberspace Administration of China, given that: (i) we do not have one million individual
online users of our products and services in Hong Kong; (ii) we do not possess a large amount of personal information in our business
operations. In addition, we are not subject to merger control review by China’s anti-monopoly enforcement agency due to the level
of our revenues which provided from us and audited by our auditor and the fact that we currently do not expect to propose or implement
any acquisition of control of, or decisive influence over, any company with revenues within China of more than Renminbi (“RMB”)
400 million. Currently, these statements and regulatory actions have had no impact on our daily business operations, the ability to accept
foreign investments and list our securities on an U.S. or other foreign exchange. However, since these statements and regulatory actions
are new, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new
laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact
such modified or new laws and regulations will have on our daily business operation, the ability to accept foreign investments and list
our securities on an U.S. or other foreign exchange. For a detailed description of the risks the Company is facing and the offering associated
with our operations in Hong Kong, please refer to “Risk Factors – Risks Relating to Doing Business in Hong Kong.”
set forth in the Form 10-K.
The recent joint statement
by the SEC and Public Company Accounting Oversight Board (“PCAOB”), and the Holding Foreign Companies Accountable Act (“HFCAA”)
all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their
auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. Trading in our securities may be prohibited under the HFCAA
if the PCAOB determines that it cannot inspect or investigate completely our auditor, and that as a result, an exchange may determine
to delist our securities. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act which would
reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three years to two
thus reducing the time before our securities may be prohibited from trading or being delisted. On December 2, 2021, the SEC adopted rules
to implement the HFCAA. Pursuant to the HFCAA, the PCAOB issued its report notifying the Commission that it is unable to inspect or investigate
completely accounting firms headquartered in mainland China or Hong Kong due to positions taken by authorities in mainland China and Hong
Kong. Our auditor is based in Kuala Lumpur, Malaysia and is subject to PCAOB’s inspection. It is not subject to the determinations
announced by the PCAOB on December 16, 2021. However, in the event the Malaysian authorities subsequently take a position disallowing
the PCAOB to inspect our auditor, then we would need to change our auditor to avoid having our securities delisted. Furthermore, due to
the recent developments in connection with the implementation of the HFCAA, we cannot assure you whether the SEC or other regulatory authorities
would apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and
quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates
to the audit of our financial statements. On December 15, 2022, the PCAOB determined that the PCAOB was able to secure complete access
to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous
determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the
future, the PCAOB will consider the need to issue a new determination. Notwithstanding the foregoing, in the event it is later determined
that the PCAOB is unable to inspect or investigate completely our auditor, then such lack of inspection could cause our securities to
be delisted from the stock exchange. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act
and on December 29, 2022, the Consolidated Appropriations Act was signed into law by President Biden, which contained, among other things,
an identical provision to Accelerating Holding Foreign Companies Accountable Act and amended the Holding Foreign Companies Accountable
Act by requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject
to PCAOB inspections for two consecutive years instead of three, thus reducing the time before our Ordinary Shares may be prohibited from
trading or delisted. Please see “Risk Factors- The Holding Foreign Companies Accountable Act requires the Public Company Accounting
Oversight Board (PCAOB) to be permitted to inspect the issuer’s public accounting firm within three years. This three-year period
will be shortened to two years if the Accelerating Holding Foreign Companies Accountable Act is enacted. There are uncertainties under
the PRC Securities Law relating to the procedures and requisite timing for the U.S. securities regulatory agencies to conduct investigations
and collect evidence within the territory of the PRC. If the U.S. securities regulatory agencies are unable to conduct such investigations,
they may suspend or de-register our registration with the SEC and delist our securities from applicable trading market within the U.S.”
set forth in the Form 10-K.
In addition to the foregoing
risks, we face various legal and operational risks and uncertainties arising from doing business in Hong Kong as summarized below and
in “Risk Factors — Risks Relating to Doing Business in Hong Kong.” set forth in the Form 10-K.
Adverse changes in economic
and political policies of the PRC government could have a material and adverse effect on overall economic growth in China and Hong Kong,
which could materially and adversely affect our business. Please see “Risk Factors-We face the risk that changes in the policies
of the PRC government could have a significant impact upon the business we may be able to conduct in Hong Kong and the profitability of
such business.” and “Substantial uncertainties and restrictions with respect to the political and economic policies
of the PRC government and PRC laws and regulations could have a significant impact upon the business that we may be able to conduct in
the PRC and accordingly on the results of our operations and financial condition.” set forth in the Form 10-K.
We are a holding company with
operations conducted through our wholly owned subsidiaries based in Hong Kong and Singapore. This structure presents unique risks as our
investors may never directly hold equity interests in our Hong Kong and Singapore subsidiaries and will be dependent upon contributions
from our subsidiaries to finance our cash flow needs. Any limitation on the ability of our subsidiaries to make payments to us could have
a material adverse effect on our ability to conduct business. We do not anticipate paying dividends in the foreseeable future; you should
not buy our stock if you expect dividends. Please see “Risk Factors- Because our holding company structure creates restrictions
on the payment of dividends, our ability to pay dividends is limited.” set forth in the Form 10-K.
There is a possibility that
the PRC could prevent our cash maintained in Hong Kong from leaving or the PRC could restrict the deployment of the cash into our business
or for the payment of dividends. We rely on dividends from our Hong Kong subsidiaries for our cash and financing requirements, such as
the funds necessary to service any debt we may incur. Any such controls or restrictions may adversely affect our ability to finance our
cash requirements, service debt or make dividend or other distributions to our shareholders. Please see “Risk
Factors - PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency
conversion may delay or prevent us from using the proceeds we receive from offshore financing activities to make loans to or make additional
capital contributions to our Hong Kong subsidiaries, which could materially and adversely affect our liquidity and our ability to fund
and expand business.”; “Risk Factors - Because our holding company structure creates restrictions on the payment of dividends
or other cash payments, our ability to pay dividends or make other payments is limited.” and “Transfers of Cash to and from
our Subsidiaries.” set forth in the Form 10-K.
PRC regulation of loans to
and direct investments in PRC entities by offshore holding companies may delay or prevent us from using the proceeds of this offering
to make loans or additional capital contributions to our operating subsidiaries in Hong Kong. Substantial uncertainties exist with respect
to the interpretation of the PRC Foreign Investment Law and how it may impact the viability of our current corporate structure, corporate
governance and business operations. Please see “Risk Factors- PRC regulation of loans to and direct investment in PRC entities
by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds we receive
from offshore financing activities to make loans to or make additional capital contributions to our Hong Kong subsidiaries, which could
materially and adversely affect our liquidity and our ability to fund and expand business.” set forth in the Form 10-K.
In light of China’s
extension of its authority into Hong Kong, the Chinese government can change Hong Kong’s rules and regulations at any time with
little or no advance notice, and can intervene and influence our operations and business activities in Hong Kong. We are currently not
required to obtain approval from Chinese authorities to list on U.S. exchanges. However, if our subsidiaries or the holding company were
required to obtain approval in the future, or we erroneously conclude that approvals were not required, or we were denied permission from
Chinese authorities to operate or to list on U.S. exchanges, we will not be able to continue listing on a U.S. exchange and the value
of our common stock would likely significantly decline or become worthless, which would materially affect the interest of the investors.
There is a risk that the Chinese government may intervene or influence our operations at any time, or may exert more control over offerings
conducted overseas and/or foreign investment in Hong Kong-based issuers, which could result in a material change in our operations and/or
the value of our securities. Further, any actions by the Chinese government to exert more oversight and control over offerings that are
conducted overseas and/or foreign investment in China-based issuers would likely significantly limit or completely hinder our ability
to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.
Please see “Risk Factors-We face the risk that changes in the policies of the PRC government could have a significant impact
upon the business we may be able to conduct in the Hong Kong and the profitability of such business.” and “Substantial
uncertainties and restrictions with respect to the political and economic policies of the PRC government and PRC laws and regulations
could have a significant impact upon the business that we may be able to conduct in the PRC and accordingly on the results of our operations
and financial condition.” and “The Chinese government exerts substantial influence over the manner in which
we must conduct our business activities. We are currently not required to obtain approval from Chinese authorities to list on U.S. exchanges.
However, to the extent that the Chinese government exerts more control over offerings conducted overseas and/or foreign investment in
China-based issuers over time and if our PRC subsidiaries or the holding company were required to obtain approval in the future and were
denied permission from Chinese authorities to list on U.S. exchanges, we will not be able to continue listing on U.S. exchange and the
value of our common stock may significantly decline or become worthless, which would materially affect the interest of the investors.”
set forth in the Form 10-K.
Governmental control of currency
conversion may limit our ability to utilize our revenues effectively and affect the value of your investment.
We may become subject to a
variety of laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection. We may be liable for
improper use or appropriation of personal information provided by our customers. Please see “Risk Factors- The Chinese government
exerts substantial influence over the manner in which we must conduct our business activities. We are currently not required to obtain
approval from Chinese authorities to list on U.S exchanges. However, to the extent that the Chinese government exerts more control over
offerings conducted overseas and/or foreign investment in China-based issuers over time and if our PRC subsidiaries or the holding company
were required to obtain approval in the future and were denied permission from Chinese authorities to list on U.S. exchanges, we will
not be able to continue listing on U.S. exchange and the value of our common stock may significantly decline or become worthless, which
would materially affect the interest of the investors.” set forth in the Form 10-K.
Under the Enterprise Income
Tax Law of the PRC (“EIT Law”), we may be classified as a “Resident Enterprise” of China. Such classification
will likely result in unfavorable tax consequences to us and our non-PRC shareholders. Please see “Risk Factors- Our global
income may be subject to PRC taxes under the PRC Enterprise Income Tax Law, which could have a material adverse effect on our results
of operations.” set forth in the Form 10-K.
Failure to comply with PRC
regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident Shareholders
to personal liability, may limit our ability to acquire Hong Kong and PRC companies or to inject capital into our Hong Kong subsidiary,
may limit the ability of our Hong Kong subsidiaries to distribute profits to us or may otherwise materially and adversely affect us.
You may be subject to PRC
income tax on dividends from us or on any gain realized on the transfer of shares of our common stock. Please see “Risk Factors-
Dividends payable to our foreign investors and gains on the sale of our shares of common stock by our foreign investors may become subject
to tax by the PRC.” set forth in the Form 10-K.
We face uncertainties with
respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies. Please see “Risk
Factors- We and our shareholders face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises
by their non-PRC holding companies.” set forth in the Form 10-K.
We are organized under the
laws of the State of Nevada as a holding company that conducts its business through a number of subsidiaries organized under the laws
of foreign jurisdictions such as Hong Kong, Singapore and the British Virgin Islands. This may have an adverse impact on the ability of
U.S. investors to enforce a judgment obtained in U.S. Courts against these entities, bring actions in Hong Kong against us or our management
or to effect service of process on the officers and directors managing the foreign subsidiaries. Please see “Risk Factors-
It may be difficult for stockholders to enforce any judgment obtained in the United States against us, which may limit the remedies otherwise
available to our stockholders.” set forth in the Form 10-K.
U.S. regulatory bodies may
be limited in their ability to conduct investigations or inspections of our operations in China.
There are significant uncertainties
under the EIT Law relating to the withholding tax liabilities of our PRC subsidiary, and dividends payable by our PRC subsidiary to our
offshore subsidiaries may not qualify to enjoy certain treaty benefits. Please see “Risk Factors- Our global income may be
subject to PRC taxes under the PRC Enterprise Income Tax Law, which could have a material adverse effect on our results of operations.”
set forth in the Form 10-K.
References in this registration
statement to the “Company,” “COSG,” “we,” “us” and “our” refer to Cosmos Group
Holdings Inc., a Nevada company and all of its subsidiaries on a consolidated basis. Where reference to a specific entity is required,
the name of such specific entity will be referenced.
Transfers of Cash to and from Our Subsidiaries
Cosmos Group Holdings Inc.
is a Nevada holding company with no operations of its own. We conduct our operations in Hong Kong primarily through our subsidiaries in
Hong Kong and Singapore. We may rely on dividends or other transfers of cash or assets to be made by our Hong Kong and Singapore subsidiaries
to fund our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders,
to service any debt we may incur and to pay our operating expenses. If our Hong Kong and Singapore subsidiaries incur debt on their own
behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other distributions to us.
To date, our subsidiaries have not made any transfers, dividends or distributions to Cosmos Group Holdings Inc. and Cosmos Group Holdings
Inc. has not made any transfers, dividends or distributions of cash flows or other assets to our subsidiaries.
We do not intend to make dividends
or distributions to investors of Cosmos Group Holdings Inc. in the foreseeable future.
We currently intend to retain
all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying
any dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our
board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business
prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments.
Cosmos Group Holdings Inc.
(Nevada corporation)
Subject to the Nevada Revised
Statutes and our bylaws, our board of directors may authorize and declare a dividend to shareholders at such time and of such an amount
as they think fit if they are satisfied, on reasonable grounds, that immediately following the dividend the value of our assets will exceed
our liabilities and we will be able to pay our debts as they become due. There is no further Nevada statutory restriction on the amount
of funds which may be distributed by us by dividend. Accordingly, Cosmos Group Holdings Inc. is permitted under the Nevada laws
to provide funding to our subsidiaries in Singapore and Hong Kong through loans or capital contributions without restrictions on the amount
of the funds, subject to satisfaction of applicable government registration, approval and filing requirements.
Singapore and Hong Kong
Subsidiaries
Our Hong Kong subsidiaries
and our Singapore subsidiary are also permitted under the laws of Hong Kong and Singapore to provide funding to Cosmos Group Holdings
Inc. through dividend distribution without restrictions on the amount of the funds. If our Hong Kong and Singapore subsidiaries incur
debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other distributions
to us. To date, our subsidiaries have not made any transfers, dividends or distributions to Cosmos Group Holdings Inc. and Cosmos Group
Holdings Inc. has not made any transfers, dividends or distributions to our subsidiaries.
Under the current practice
of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us. The laws and regulations
of the PRC do not currently have any material impact on transfer of cash from Cosmos Group Holdings Inc. to our Hong Kong subsidiaries
or from our Hong Kong subsidiaries to Cosmos Group Holdings Inc. There are no restrictions or limitation under the laws of Hong Kong imposed
on the conversion of Hong Kong dollar (“HKD”) into foreign currencies and the remittance of currencies out of Hong Kong or
across borders and to U.S. investors.
There is a possibility that
the PRC could prevent our cash maintained in Hong Kong from leaving or the PRC could restrict the deployment of the cash into our business
or for the payment of dividends. Any such controls or restrictions may adversely affect our ability to finance our cash requirements,
service debt or make dividend or other distributions to our shareholders. Please see “Risk Factors - “Risk Factors -
PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion
may delay or prevent us from using the proceeds we receive from offshore financing activities to make loans to or make additional capital
contributions to our Hong Kong subsidiary, which could materially and adversely affect our liquidity and our ability to fund and expand
business.”; “Risk Factors - Because our holding company structure creates restrictions on the payment of dividends or other
cash payments, our ability to pay dividends or make other payments is limited.” set forth in the Form 10-K.
Current PRC regulations permit
PRC subsidiaries to pay dividends to Hong Kong subsidiaries only out of their accumulated profits, if any, determined in accordance with
Chinese accounting standards and regulations. In addition, each of our subsidiaries in China is required to set aside at least 10% of
its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Each of
such entity in China is also required to further set aside a portion of its after-tax profits to fund the employee welfare fund, although
the amount to be set aside, if any, is determined at the discretion of its board of directors. Although the statutory reserves can be
used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective
companies, the reserve funds are not distributable as cash dividends except in the event of liquidation. As of the date of this report,
we do not have any PRC subsidiaries.
The PRC government imposes
controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. Therefore, we may experience
difficulties in completing the administrative procedures necessary to obtain and remit foreign currency to finance our cash requirements,
service debt or make dividend or other distributions to our shareholders. Furthermore, if our subsidiaries in the PRC incur debt on their
own in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments. If we or our
subsidiaries are unable to receive all of the revenues from our operations, we may be unable to pay dividends on our common stock.
Cash dividends, if any, on
our common stock will be paid in U.S. dollars. If we are considered a PRC tax resident enterprise for tax purposes, any dividends we pay
to our overseas shareholders may be regarded as China-sourced income and as a result may be subject to PRC withholding tax at a rate of
up to 10%.
If in the future we have PRC
subsidiaries, certain payments from such PRC subsidiaries to Hong Kong subsidiaries will be subject to PRC taxes, including business taxes
and VAT. As of the date of this report, we do not have any PRC subsidiaries and our Hong Kong subsidiaries have not made any transfers,
dividends or distributions nor do we expect to make such transfers, dividends or distributions in the foreseeable future.
Pursuant to the Arrangement
between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income,
or the Double Tax Avoidance Arrangement, the 10% withholding tax rate may be lowered to 5% if a Hong Kong resident enterprise owns no
less than 25% of a PRC entity. However, the 5% withholding tax rate does not automatically apply and certain requirements must be satisfied,
including, without limitation, that (a) the Hong Kong entity must be the beneficial owner of the relevant dividends; and (b) the Hong
Kong entity must directly hold no less than 25% share ownership in the PRC entity during the 12 consecutive months preceding its receipt
of the dividends. In current practice, a Hong Kong entity must obtain a tax resident certificate from the Hong Kong tax authority to apply
for the 5% lower PRC withholding tax rate. As the Hong Kong tax authority will issue such a tax resident certificate on a case-by-case
basis, we cannot assure you that we will be able to obtain the tax resident certificate from the relevant Hong Kong tax authority and
enjoy the preferential withholding tax rate of 5% under the Double Taxation Arrangement with respect to dividends to be paid by a PRC
subsidiary to its immediate holding company. As of the date of this report, we do not have a PRC subsidiary. In the event that we acquire
or form a PRC subsidiary in the future and such PRC subsidiary desires to declare and pay dividends to our Hong Kong subsidiary, our Hong
Kong subsidiary will be required to apply for the tax resident certificate from the relevant Hong Kong tax authority. In such event, we
plan to inform the investors through SEC filings, such as a current report on Form 8-K, prior to such actions. See “Risk Factors
– Risks Relating to Doing Business in Hong Kong.” set forth in the Form 10-K.
CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS
This Quarterly Report on
Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are not historical facts, and involve risks
and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements
of historical facts, included in this Form 10-Q including, without limitation, statements in the “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy
and the plans and objectives of management for future operations, events or developments which the Company expects or anticipates will
or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof); expansion
and growth of the Company’s business and operations; and other such matters are forward-looking statements. These statements are
based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current
conditions and expected future developments, as well as other factors it believes are appropriate under the circumstances. However, whether
actual results or developments will conform with the Company’s expectations and predictions is subject to a number of risks and
uncertainties, including general economic, market and business conditions; the business opportunities (or lack thereof) that may be presented
to and pursued by the Company; changes in laws or regulation and other factors, most of which are beyond the control of the Company.
These forward-looking statements
can be identified by the use of predictive, future-tense or forward-looking terminology, such as “believes,” “anticipates,”
“expects,” “estimates,” “plans,” “may,” “will,” or similar terms. These statements
appear in a number of places in this filing and include statements regarding the intent, belief or current expectations of the Company,
and its directors or its officers with respect to, among other things: (i) trends affecting the Company’s financial condition or
results of operations for its limited history; (ii) the Company’s business and growth strategies; and, (iii) the Company’s
financing plans. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve
significant risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements
as a result of various factors. Such factors that could adversely affect actual results and performance include, but are not limited to,
the Company’s limited operating history, potential fluctuations in quarterly operating results and expenses, government regulation,
technological change and competition. For information identifying important factors that could cause actual results to differ materially
from those anticipated in the forward-looking statements, please refer to our filings with the SEC under the Exchange Act and the Securities
Act of 1933, as amended, including our Current Report on Form 10-K filed with the Securities and Exchange Commission on April 15, 2022.
Consequently, all of the
forward-looking statements made in this Form 10-Q are qualified by these cautionary statements and there can be no assurance that the
actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the
expected consequence to or effects on the Company or its business or operations. The Company assumes no obligations to update any such
forward-looking statements.
TABLE OF CONTENTS.
PART I FINANCIAL INFORMATION
ITEM 1 Financial Statements
COSMOS GROUP HOLDINGS INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(Currency expressed in United States Dollars
(“US$”), except for number of shares)
| | |
June 30, | | |
December 31, | |
| | |
2023 | | |
2022 | |
| | |
| | |
(Audited) | |
| ASSETS | |
| | |
| |
| Current asset: | |
| | |
| |
| Cash and cash equivalents | |
$ | 1,929,922 | | |
$ | 2,468,828 | |
| Loan receivables, net | |
| 17,424,747 | | |
| 17,757,942 | |
| Loan interest and fee receivables, net | |
| 1,146,609 | | |
| 358,872 | |
| Inventories | |
| 1,157,451 | | |
| 1,164,887 | |
| Prepayments and other receivables | |
| 734,358 | | |
| 701,877 | |
| Right-of-use assets, net | |
| 79,828 | | |
| 160,945 | |
| | |
| | | |
| | |
| Total current assets | |
| 22,472,915 | | |
| 22,613,351 | |
| | |
| | | |
| | |
| Non-current assets: | |
| | | |
| | |
| Property and equipment, net | |
| 55,592 | | |
| 57,087 | |
| Intangible assets, net | |
| 11,603,289 | | |
| 13,339,427 | |
| Loan receivables, net | |
| 3,256,195 | | |
| 3,100,057 | |
| | |
| | | |
| | |
| TOTAL ASSETS | |
$ | 37,387,991 | | |
$ | 39,109,922 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | 2,751,007 | | |
$ | 2,381,429 | |
| Accrued liabilities and other payables | |
| 377,529 | | |
| 465,890 | |
| Accrued consulting and service fee | |
| 5,077,589 | | |
| 2,851,719 | |
| Loan payables | |
| 1,082,980 | | |
| 1,823,536 | |
| Amounts due to related parties | |
| 24,550,691 | | |
| 23,931,078 | |
| Income tax payable | |
| 864,018 | | |
| 719,081 | |
| Convertible note payables | |
| 215,750 | | |
| 383,058 | |
| Operating lease liabilities | |
| 83,035 | | |
| 136,800 | |
| | |
| | | |
| | |
| Total current liabilities | |
| 35,002,599 | | |
| 32,692,591 | |
| | |
| | | |
| | |
| Non-current liabilities | |
| | | |
| | |
| Operating lease liabilities: | |
| - | | |
| 29,725 | |
| | |
| | | |
| | |
| TOTAL LIABILITIES | |
| 35,002,599 | | |
| 32,722,316 | |
| | |
| | | |
| | |
| Commitments and contingencies | |
| - | | |
| - | |
| | |
| | | |
| | |
| STOCKHOLDERS’ EQUITY | |
| | | |
| | |
| Common stock, $0.001 par value; 5,000,000,000 shares authorized; 1,470,074,915 and 454,398,143 issued and outstanding as of June 30, 2023 and December 31, 2022 | |
| 1,470,075 | | |
| 454,398 | |
| Common stock to be issued | |
| 400,000 | | |
| 400,000 | |
| Additional paid-in capital | |
| 143,376,793 | | |
| 133,631,985 | |
| Accumulated other comprehensive income (loss) | |
| 24,891 | | |
| 18,554 | |
| Accumulated deficit | |
| (142,876,256 | ) | |
| (128,107,220 | ) |
| | |
| 2,395,503 | | |
| 6,397,717 | |
| Noncontrolling interest | |
| (10,111 | ) | |
| (10,111 | ) |
| | |
| | | |
| | |
| Stockholders’ equity | |
| 2,385,392 | | |
| 6,387,606 | |
| | |
| | | |
| | |
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | |
$ | 37,387,991 | | |
$ | 39,109,922 | |
See accompanying notes to unaudited condensed consolidated
financial statements.
COSMOS GROUP HOLDINGS INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS
OF OPERATIONS AND
COMPREHENSIVE (LOSS) INCOME
(Currency expressed in United States Dollars
(“US$”), except for number of shares)
| | |
Three months ended
June 30, | | |
Six months ended
June 30, | |
| | |
2023 | | |
2022 | | |
2023 | | |
2023 | |
| Revenue, net | |
| | |
| | |
| | |
| |
| Lending segment | |
$ | 1,542,215 | | |
$ | 1,649,528 | | |
$ | 3,098,191 | | |
$ | 3,315,669 | |
| Arts and collectibles technology segment | |
| (1,296 | ) | |
| 3,043,530 | | |
| 597,351 | | |
| 5,558,336 | |
| | |
| 1,540,919 | | |
| 4,693,058 | | |
| 3,695,542 | | |
| 8,874,005 | |
| Cost of revenue | |
| | | |
| | | |
| | | |
| | |
| Lending segment | |
| (35,797 | ) | |
| (293,385 | ) | |
| (94,724 | ) | |
| (340,291 | ) |
| Arts and collectibles technology segment | |
| (51,574 | ) | |
| (141,376 | ) | |
| (366,973 | ) | |
| (807,135 | ) |
| | |
| (87,371 | ) | |
| (434,761 | ) | |
| (461,697 | ) | |
| (1,147,426 | ) |
| Gross profit | |
| 1,453,548 | | |
| 4,258,297 | | |
| 3,233,845 | | |
| 7,726,579 | |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | |
| Sales and marketing expenses | |
| (94,351 | ) | |
| (6,892,199 | ) | |
| (124,876 | ) | |
| (26,256,855 | ) |
| Corporate development expense | |
| 137 | | |
| (6,743,525 | ) | |
| (57,208 | ) | |
| (25,732,131 | ) |
| Technology and development expense | |
| (6,177 | ) | |
| (8,204,895 | ) | |
| (16,880 | ) | |
| (32,558,567 | ) |
| General and administrative expenses | |
| (13,050,822 | ) | |
| (2,669,294 | ) | |
| (16,953,250 | ) | |
| (5,398,296 | ) |
| Total operating expenses | |
| (13,151,213 | ) | |
| (24,509,913 | ) | |
| (17,152,214 | ) | |
| (89,945,849 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| LOSS FROM OPERATION | |
| (11,697,665 | ) | |
| (20,251,616 | ) | |
| (13,918,369 | ) | |
| (82,219,270 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Other income (expense): | |
| | | |
| | | |
| | | |
| | |
| Interest income | |
| 961 | | |
| 2,116 | | |
| 2,067 | | |
| 2,155 | |
| Convertible notes interest expense | |
| (8,887 | ) | |
| - | | |
| (10,431 | ) | |
| - | |
| Impairment loss on digital assets | |
| - | | |
| (6,957 | ) | |
| - | | |
| (10,156 | ) |
| Imputed interest expense | |
| (223,777 | ) | |
| (242,377 | ) | |
| (460,895 | ) | |
| (479,491 | ) |
| Loan interest expense | |
| (58,100 | ) | |
| - | | |
| (77,238 | ) | |
| - | |
| Sundry income | |
| 20,150 | | |
| 31,069 | | |
| 51,292 | | |
| 55,008 | |
| Total other expense, net | |
| (269,653 | ) | |
| (216,149 | ) | |
| (495,205 | ) | |
| (432,484 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| LOSS BEFORE INCOME TAXES | |
| (11,967,318 | ) | |
| (20,467,765 | ) | |
| (14,413,574 | ) | |
| (82,651,754 | ) |
| Income tax expense | |
| (185,396 | ) | |
| (146,113 | ) | |
| (355,462 | ) | |
| (357,268 | ) |
| NET LOSS | |
| (12,152,714 | ) | |
| (20,613,878 | ) | |
| (14,769,036 | ) | |
| (83,009,022 | ) |
| Net income attributable to noncontrolling interest | |
| - | | |
| 45,972 | | |
| - | | |
| 42,581 | |
| Net loss attributable to common shareholders | |
| (12,152,714 | ) | |
| (20,659,850 | ) | |
| (14,769,036 | ) | |
| (83,051,603 | ) |
| Other comprehensive (loss) income: | |
| | | |
| | | |
| | | |
| | |
| Foreign currency adjustment (loss) gain | |
| (30,492 | ) | |
| 5,922 | | |
| 6,337 | | |
| (4,520 | ) |
| COMPREHENSIVE LOSS | |
$ | (12,183,206 | ) | |
$ | (20,653,928 | ) | |
$ | (14,762,699 | ) | |
$ | (83,056,123 | ) |
| Net loss per share: | |
| | | |
| | | |
| | | |
| | |
| – Basic | |
$ | (0.01 | ) | |
$ | (0.06 | ) | |
$ | (0.01 | ) | |
$ | (0.23 | ) |
| – Diluted | |
$ | (0.01 | ) | |
$ | (0.06 | ) | |
$ | (0.02 | ) | |
$ | (0.23 | ) |
| Weighted average common shares outstanding | |
| | | |
| | | |
| | | |
| | |
| – Basic | |
| 1,470,074,915 | | |
| 364,686,715 | | |
| 1,470,074,915 | | |
| 364,686,715 | |
| – Diluted | |
| 1,158,359,838 | | |
| 364,686,715 | | |
| 808,884,455 | | |
| 364,686,715 | |
See accompanying notes to unaudited condensed consolidated
financial statements.
COSMOS GROUP HOLDINGS INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS
(Currency expressed in United States Dollars
(“US$”))
| | |
Six months ended
June 30, | |
| | |
2023 | | |
2022 | |
| Cash flows from operating activities: | |
| | |
| |
| Net loss | |
$ | (14,769,036 | ) | |
$ | (83,009,022 | ) |
| | |
| | | |
| | |
| Adjustments to reconcile net loss to net cash (used in) provided by operating activities | |
| | | |
| | |
| Depreciation of property and equipment | |
| 2,914 | | |
| 1,986,506 | |
| Amortization of intangible assets | |
| 1,736,516 | | |
| 4,325 | |
| Imputed interest expense | |
| 460,893 | | |
| 479,491 | |
| Digital assets received as revenue | |
| - | | |
| (5,746,724 | ) |
| Digital assets paid for expense | |
| - | | |
| 5,584,209 | |
| Impairment loss on digital assets | |
| - | | |
| 10,156 | |
| Share issued for services rendered | |
| 10,299,592 | | |
| 82,656,800 | |
| | |
| | | |
| | |
| Change in operating assets and liabilities: | |
| | | |
| | |
| Loan receivables | |
| 177,057 | | |
| (1,600,347 | ) |
| Loan interest and fee receivables | |
| (787,737 | ) | |
| 199,527 | |
| Inventories | |
| 7,436 | | |
| 773,917 | |
| Prepayment and other receivables | |
| (32,481 | ) | |
| 23,697 | |
| Accrued liabilities and other payables | |
| (88,361 | ) | |
| 51,139 | |
| Accrued consulting and service fee | |
| 2,225,870 | | |
| 1,089,371 | |
| Accounts payables | |
| 369,578 | | |
| 135,300 | |
| Right-of-use assets and operating lease liabilities | |
| 27,352 | | |
| (2,867 | ) |
| Income tax payable | |
| 355,462 | | |
| 357,268 | |
| Net cash (used in) provided by operating activities | |
| (14,945 | ) | |
| 2,992,746 | |
| | |
| | | |
| | |
| Cash flows from investing activities: | |
| | | |
| | |
| Payment to acquire property and equipment | |
| - | | |
| (2,861 | ) |
| Payment to acquire intangible assets | |
| - | | |
| (1,874 | ) |
| Cash from acquisition of subsidiary | |
| - | | |
| 33,336 | |
| Net cash provided by investing activities | |
| - | | |
| 28,601 | |
| | |
| | | |
| | |
| Cash flows from financing activities: | |
| | | |
| | |
| (Repayment of) proceeds from loan payables | |
| (740,556 | ) | |
| 580,788 | |
| Advance from (repayment of) related parties | |
| 619,613 | | |
| (2,947,618 | ) |
| Repayment to convertible note payables | |
| (197,033 | ) | |
| - | |
| Net cash used in financing activities | |
| (317,976 | ) | |
| (2,366,830 | ) |
| | |
| | | |
| | |
| Foreign currency translation adjustment | |
| (205,985 | ) | |
| (13,358 | ) |
| | |
| | | |
| | |
| Net change in cash and cash equivalents | |
| (538,906 | ) | |
| 641,159 | |
| | |
| | | |
| | |
| BEGINNING OF PERIOD | |
| 24,68,828 | | |
| 1,131,128 | |
| | |
| | | |
| | |
| END OF PERIOD | |
$ | 1,929,922 | | |
$ | 1,772,287 | |
| | |
| | | |
| | |
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |
| | | |
| | |
| Cash paid for income taxes | |
$ | - | | |
$ | - | |
| Cash paid for interest | |
$ | 94,724 | | |
$ | 340,291 | |
See accompanying notes to unaudited
condensed consolidated financial statements.
COSMOS GROUP HOLDINGS INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS
OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30,
2023 AND 2022
(Currency expressed in United States Dollars
(“US$”), except for number of shares)
(Unaudited)
| | |
Common stock | | |
Common
stock | | |
Additional | | |
Accumulated
other | | |
| | |
Non- | | |
Total
stockholders’ | |
| | |
No. of shares | | |
Amount | | |
to be
issued | | |
paid-in
capital | | |
comprehensive (loss) income | | |
(Accumulated
losses) | | |
controlling
interest | | |
equity
(deficit) | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| Balance as of January 1, 2023 | |
| 454,398,143 | | |
$ | 454,398 | | |
$ | 400,000 | | |
| 133,631,985 | | |
$ | 18,554 | | |
$ | (128,107,220 | ) | |
$ | (10,111 | ) | |
$ | 6,387,606 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Foreign currency translation adjustment | |
| - | | |
| - | | |
| - | | |
| - | | |
| 36,829 | | |
| - | | |
| - | | |
| 36,829 | |
| Imputed interest on related party loans | |
| - | | |
| - | | |
| - | | |
| 237,118 | | |
| - | | |
| - | | |
| - | | |
| 237,118 | |
| Share issued for services rendered | |
| 2,602,772 | | |
| 2,603 | | |
| - | | |
| 166,249 | | |
| - | | |
| - | | |
| - | | |
| 168,852 | |
| Net loss for the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (2,616,322 | ) | |
| - | | |
| (2,616,322 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance as of March 31, 2023 | |
| 457,000,915 | | |
$ | 457,001 | | |
$ | 400,000 | | |
| 134,035,352 | | |
$ | 55,383 | | |
$ | (130,723,452 | ) | |
$ | (10,111 | ) | |
$ | 4,214,083 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Foreign currency translation adjustment | |
| - | | |
| - | | |
| - | | |
| - | | |
| (30,492 | ) | |
| - | | |
| - | | |
| (30,492 | ) |
| Imputed interest on related party loans | |
| - | | |
| - | | |
| - | | |
| 223,775 | | |
| - | | |
| - | | |
| - | | |
| 223,775 | |
| Share issued for services rendered | |
| 1,013,074,000 | | |
| 1,013,074 | | |
| - | | |
| 9,117,666 | | |
| - | | |
| - | | |
| - | | |
| 10,130,740 | |
| Net loss for the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (12,152,714 | ) | |
| | | |
| (12,152,714 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance as of June 30, 2023 | |
| 1,470,074,915 | | |
$ | 1,470,075 | | |
$ | 400,000 | | |
$ | 143,376,793 | | |
$ | 24,891 | | |
$ | (142,876,256 | ) | |
$ | (10,111 | ) | |
$ | 2,385,392 | |
| | |
Common stock | | |
Common
stock | | |
Additional | | |
Accumulated other | | |
(Accumulated
losses) | | |
Non- | | |
Total
stockholders’ | |
| | |
No. of shares | | |
Amount | | |
to be
issued | | |
paid-in
capital | | |
comprehensive
loss | | |
retained
earnings | | |
controlling
interest | | |
(deficit)
equity | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| Balance as of January 1, 2022 | |
| 358,067,481 | | |
$ | 358,067 | | |
$ | 806,321 | | |
$ | 44,930,337 | | |
$ | (7,588 | ) | |
$ | (26,436,477 | ) | |
$ | 118,409 | | |
$ | 19,769,069 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Foreign currency translation adjustment | |
| - | | |
| - | | |
| - | | |
| - | | |
| (10,442 | ) | |
| - | | |
| - | | |
| (10,442 | ) |
| Imputed interest on related party loans | |
| - | | |
| - | | |
| - | | |
| 236,336 | | |
| - | | |
| - | | |
| - | | |
| 236,336 | |
| Commitment Share issued for private placement | |
| 100,000 | | |
| 100 | | |
| - | | |
| (100 | ) | |
| - | | |
| - | | |
| - | | |
| - | |
| Share issued for acquired subsidiary | |
| 153,060 | | |
| 154 | | |
| - | | |
| 612,086 | | |
| - | | |
| - | | |
| 12,966 | | |
| 625,206 | |
| Net loss for the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (62,391,753 | ) | |
| (3,391 | ) | |
| (62,395,144 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance as of March 31, 2022 | |
| 358,320,541 | | |
$ | 358,321 | | |
$ | 806,321 | | |
$ | 45,778,659 | | |
$ | (18,030 | ) | |
$ | (88,828,230 | ) | |
$ | 127,984 | | |
$ | (41,774,975 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Foreign currency translation adjustment | |
| - | | |
| - | | |
| - | | |
| - | | |
| 5,922 | | |
| - | | |
| - | | |
| 5,922 | |
| Imputed interest on related party loans | |
| - | | |
| - | | |
| - | | |
| 241,872 | | |
| - | | |
| - | | |
| - | | |
| 241,872 | |
| Share issued for service rendered | |
| 26,985,556 | | |
| 26,985 | | |
| (6,321 | ) | |
| 82,636,136 | | |
| | | |
| | | |
| | | |
| 82,656,800 | |
| Net loss for the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (20,659,850 | ) | |
| 45,972 | | |
| (20,613,878 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance as of June 30, 2022 | |
| 385,306,097 | | |
$ | 385,306 | | |
$ | 800,000 | | |
$ | 128,656,667 | | |
$ | (12,108 | ) | |
$ | (109,488,080 | ) | |
$ | 173,956 | | |
$ | 20,515,741 | |
See accompanying notes to unaudited condensed
consolidated financial statements.
COSMOS GROUP HOLDINGS INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30,
2023 AND 2022
(Currency expressed in United States Dollars
(“US$”), except for number of shares)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated
financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States
(“GAAP”), and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally
included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted
pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information
not misleading.
In the opinion of management, the consolidated
balance sheet as of December 31, 2022 which has been derived from audited financial statements and these unaudited condensed consolidated
financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented.
The results for the period ended June 30, 2023 are not necessarily indicative of the results to be expected for the entire fiscal year
ending December 31, 2023 or for any future period.
NOTE 2 - ORGANIZATION AND BUSINESS BACKGROUND
Cosmos Group Holdings Inc. (the “Company”
or “COSG”) was incorporated in the state of Nevada on August 14, 1987.
The Company currently offers financial and money
lending services in Hong Kong and operates an online platform for the sale and distribution of arts and collectibles around the world,
through the use of blockchain technologies and minting token.
COSMOS GROUP HOLDINGS INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30,
2023 AND 2022
(Currency expressed in United States Dollars
(“US$”), except for number of shares)
Description of subsidiaries
| Company name | |
Place of incorporation
and kind of legal entity | |
Principal activities
and place of
operation | |
Particulars of
registered/ paid up
share capital | |
Effective
interest held | |
| Massive Treasure Limited | |
BVI, limited liability company | |
Investment holding | |
50,000 ordinary shares with a par value of US$1 each | |
| 100 | % |
| | |
| |
| |
| |
| | |
| Coinllectibles DeFi Limited | |
Hong Kong, limited liability company | |
Financing service management in Hong Kong | |
10,000 ordinary shares for HK$10,000 | |
| 100 | % |
| | |
| |
| |
| |
| | |
| Coinllectibles Private Limited | |
Singapore, limited liability company | |
Corporate management and IT development in Singapore | |
1,000 ordinary shares for S$1,000 | |
| 100 | % |
| | |
| |
| |
| |
| | |
| Healthy Finance Limited# | |
Hong Kong, limited liability company | |
Money lending service in Hong Kong | |
10,000 ordinary shares for HK$10,000 | |
| 51 | % |
| | |
| |
| |
| |
| | |
| 8M Limited | |
Hong Kong, limited liability company | |
Money lending service in Hong Kong | |
10 ordinary shares for HK$10 | |
| 100 | % |
| | |
| |
| |
| |
| | |
| Dragon Group Mortgage Limited# | |
Hong Kong, limited liability company | |
Money lending service in Hong Kong | |
10,000 ordinary shares for HK$10,000 | |
| 51 | % |
| | |
| |
| |
| |
| | |
| E-on Finance Limited | |
Hong Kong, limited liability company | |
Money lending service in Hong Kong | |
2 ordinary shares for HK$2 | |
| 100 | % |
| | |
| |
| |
| |
| | |
| Lee Kee Finance Limited | |
Hong Kong, limited liability company | |
Money lending service in Hong Kong | |
920,000 ordinary shares for HK$920,000 | |
| 51 | % |
| | |
| |
| |
| |
| | |
| Rich Finance (Hong Kong) Limited | |
Hong Kong, limited liability company | |
Money lending service in Hong Kong | |
10,000 ordinary shares for HK$10,000 | |
| 51 | % |
| | |
| |
| |
| |
| | |
| Long Journey Finance Limited | |
Hong Kong, limited liability company | |
Money lending service in Hong Kong | |
100 ordinary shares for HK$100 | |
| 51 | % |
| | |
| |
| |
| |
| | |
| Vaav Limited | |
Hong Kong, limited liability company | |
Money lending service in Hong Kong | |
10,000 ordinary shares for HK$10,000 | |
| 51 | % |
| | |
| |
| |
| |
| | |
| Star Credit Limited | |
Hong Kong, limited liability company | |
Money lending service in Hong Kong | |
1,000,000 ordinary shares for HK$1,000,000 | |
| 51 | % |
| | |
| |
| |
| |
| | |
| NFT Limited | |
BVI, limited liability company | |
Procurement of intangible assets in Hong Kong | |
10,000 ordinary shares with a par value of US$1 each | |
| 51 | % |
| | |
| |
| |
| |
| | |
| Grandway Worldwide Holding Limited | |
BVI, limited liability company | |
Development of mobile application | |
50,000 ordinary shares for USD$50,000 | |
| 51 | % |
| | |
| |
| |
| |
| | |
| Grand Town Development Limited | |
Hong Kong, limited liability company | |
Provision treasury management | |
2 ordinary shares for HK$2 | |
| 100 | % |
| | |
| |
| |
| |
| | |
| Grand Gallery Limited | |
Hong Kong, limited liability company | |
Procurement of art and collectibles in Hong Kong | |
400,000 ordinary shares for HK$400,000 | |
| 80 | % |
| | |
| |
| |
| |
| | |
| Phoenix Waters Group Limited | |
BVI, limited liability company | |
Investment holding | |
50,000 ordinary shares with a par value of US$1 each | |
| 100 | % |
COSMOS GROUP HOLDINGS INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30,
2023 AND 2022
(Currency expressed in United States Dollars
(“US$”), except for number of shares)
The Company and its subsidiaries are hereinafter
referred to as (the “Company”).
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
The accompanying condensed consolidated financial
statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying
condensed consolidated financial statements and notes.
These accompanying condensed consolidated financial
statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).
| ● | Use of estimates and assumptions |
In preparing these condensed consolidated financial
statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet
and revenues and expenses during the periods reported. Actual results may differ from these estimates. If actual results significantly
differ from the Company’s estimates, the Company’s financial condition and results of operations could be materially impacted.
Significant estimates in the period include impairment loss on loan receivables, useful lives of intangible assets and property and equipment
and deferred tax valuation allowance.
The condensed consolidated financial statements
include the accounts of COSG and its subsidiaries. All significant inter-company balances and transactions within the Company have been
eliminated upon consolidation.
Accounting Standard Codification (“ASC”)
Topic 280, Segment Reporting establishes standards for reporting information about operating segments on a basis consistent with
the Company’s internal organization structure as well as information about geographical areas, business segments and major customers
in condensed consolidated financial statements. Currently, the Company operates in two reportable operating segments in Hong Kong and
Singapore.
| ● | Cash and cash equivalents |
Cash and cash equivalents are carried at cost
and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an
original maturity of three months or less as of the purchase date of such investments.
Inventories are stated at the lower of cost (first-in,
first-out method) or net realizable value. The cost includes the purchase cost of arts and collectibles from related party and independent
artists and the costs associated with token minting for collectible pieces. The Company will reduce inventory on hand to its net
realizable value on an item-by-item basis when it is apparent that the expected realizable value of an inventory item falls below its
original cost. A charge to cost of sales results when the estimated net realizable value of specific inventory items declines below cost.
Management regularly reviews the Company’s inventories for such declines in value. Although inventories are classified as current
assets in the accompanying balance sheets, the Company anticipates that certain inventories will be sold beyond twelve months from June
30, 2023.
COSMOS GROUP HOLDINGS INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30,
2023 AND 2022
(Currency expressed in United States Dollars
(“US$”), except for number of shares)
Loans receivables are carried at unpaid principal
balances, less the allowance for loan losses and charge-offs. The loans receivables portfolio consists of real estate mortgage loans,
commercial and personal loans.
Loans are placed on nonaccrual status when they
are past due 180 days or more as to contractual obligations or when other circumstances indicate that collection is not probable. When
a loan is placed on nonaccrual status, any interest accrued but not received is reversed against interest income. Payments received on
a nonaccrual loan are either applied to protective advances, the outstanding principal balance or recorded as interest income, depending
on an assessment of the ability to collect the loan. A nonaccrual loan may be restored to accrual status when principal and interest payments
have been brought current and the loan has performed in accordance with its contractual terms for a reasonable period (generally six months).
If the Company determines that a loan is impaired,
the Company next determines the amount of the impairment. The amount of impairment on collateral dependent loans is charged off within
the given fiscal quarter. Generally, the amount of the loan and negative escrow in excess of the appraised value less estimated selling
costs, for the fair value of collateral valuation method, is charged off. For all other loans, impairment is measured as described below
in Allowance for Loan Losses.
| ● | Allowance for loan losses (“ALL”) |
The adequacy of the Company’s ALL is determined,
in accordance with ASC Topic 450-20 Loss Contingencies includes management’s review of the Company’s loan portfolio,
including the identification and review of individual problem situations that may affect a borrower’s ability to repay. In addition,
management reviews the overall portfolio quality through an analysis of delinquency and non-performing loan data, estimates of the value
of underlying collateral, current charge-offs and other factors that may affect the portfolio, including a review of regulatory examinations,
an assessment of current and expected economic conditions and changes in the size and composition of the loan portfolio.
The ALL reflects management’s evaluation
of the loans presenting identified loss potential, as well as the risk inherent in various components of the portfolio. There is significant
judgment applied in estimating the ALL. These assumptions and estimates are susceptible to significant changes based on the current environment.
Further, any change in the size of the loan portfolio or any of its components could necessitate an increase in the ALL even though there
may not be a decline in credit quality or an increase in potential problem loans.
Property and equipment are stated at cost less
accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following
expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:
| | |
Expected useful life |
| Computer and office equipment | |
5 years |
Expenditure for repairs and maintenance is expensed
as incurred. When assets have retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting
gain or loss is recognized in the results of operations.
Depreciation expense for the six months ended
June 30, 2023 and 2022 totaled $2,914 and $4,325, respectively.
Depreciation expense for the three months ended
June 30, 2023 and 2022 totaled $1,595 and $2,339, respectively.
COSMOS GROUP HOLDINGS INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30,
2023 AND 2022
(Currency expressed in United States Dollars
(“US$”), except for number of shares)
The Company accounts for its intangible assets
in accordance with ASC 350. Intangible assets represented the acquired technology software, licensed technology know-how, trademark and
trade names for its internal use to facilitate and support its platform operation. They are stated at the purchase cost and are amortized
based on their economic benefit expected to be realized.
| ● | Impairment of long-lived assets |
In accordance with the provisions of ASC Topic
360, Impairment or Disposal of Long-Lived Assets, all long-lived assets such as property and equipment and intangible assets owned
and held by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an
asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset
to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the
impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets.
ASC Topic 606, Revenue from Contracts with
Customers (“ASC 606”), establishes principles for reporting information about the nature, amount, timing and uncertainty
of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers.
The Company applies the following five steps in
order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:
| ● |
identify the contract with a customer; |
| |
|
| ● |
identify the performance obligations in the contract; |
| |
|
| ● |
determine the transaction price; |
| |
|
| ● |
allocate the transaction price to performance obligations in the contract; and |
| |
|
| ● |
recognize revenue as the performance obligation is satisfied. |
COSMOS GROUP HOLDINGS INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30,
2023 AND 2022
(Currency expressed in United States Dollars
(“US$”), except for number of shares)
Revenue is recognized when the Company satisfies
its performance obligation under the contract by transferring the promised product to its customer that obtains control of the product
and collection is reasonably assured. A performance obligation is a promise in a contract to transfer a distinct product or service to
a customer. Most of the Company’s contracts have a single performance obligation, as the promise to transfer products or services
is not separately identifiable from other promises in the contract and, therefore, not distinct.
Lending Business
The Company is licensed to originate personal
loan, company loan and mortgage loan in Hong Kong. During the six months ended June 30, 2023 and 2022, the Company originated loans
generally ranging from $644 to $579,000, with terms ranging from 1 week to 120 months. The Company mainly derives a portion of its revenue
from loan which is specifically excluded from the scope of this standard, that is, interest on loan receivable is accrued monthly and
credited to income as earned.
Arts and Collectibles Technology Business
The Company currently operates its online platform
in the sale and distribution of arts and collectibles, with the use of blockchain technologies and minting tokens. The item of arts and
collectibles is individually monetized as non-interchangeable unit of data stored on a blockchain, which is a form of digital ledger that
can be sold, in the form of a minting token on the online platform. The Company involves with the following activities to earn its revenue
in this segment:
Sale of arts and collectibles products: The Company
recognizes revenue derived from the sales of the arts and collectibles when the Company has transferred the risks and rewards to the customers.
The minted item of the individual art or collectible
which is sold in crypto asset transaction is the only performance obligation under the fixed-fee arrangements. The corresponding fees
received upon each sale transaction is recognized as revenue, is recognized when the designated token, minted with the corresponding art
and collectibles is delivered to the end user, together with the transfer of both digital and official title.
Transaction fee income:
The Company also generates revenue through transaction
fees transacted on its platform or other marketplaces. The Company charges a fee to individual customer at the secondary transaction level,
which is allocated to the single performance obligation. The transaction fee is collected from the customer in digital assets, with revenue
measured based on a certain percentage of the value of digital assets at the time the transaction is executed.
The Company’s service comprises of a single
performance obligation to provide a platform facilitating the transfer of its DOTs. The Company considers its performance obligation satisfied,
and recognizes revenue, at the point in time the transaction is processed.
COSMOS GROUP HOLDINGS INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30,
2023 AND 2022
(Currency expressed in United States Dollars
(“US$”), except for number of shares)
In this segment, the transaction consideration
that the Company receives is a non-cash consideration in the form of digital assets, which are cryptocurrencies. The Company measures
the related cryptocurrencies at fair value on the date received, at the same time, the revenue is recognized. Fair value of the digital
asset award received is determined using the average U.S. dollar spot rate of the related digital currency at the time of receipt.
Expenses associated with operating the Arts and
Collectibles Technology Business, such as minting cost and purchase cost of collectibles and artworks are also recorded as cost of revenues.
At the inception of an arrangement, the Company
determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Leases with a term greater
than one year are recognized on the balance sheet as right-of-use assets, lease liabilities and long-term lease liabilities. The Company
has elected not to recognize on the balance sheet leases with terms of one year or less. Operating lease liabilities and their corresponding
right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. However, certain
adjustments to the right-of-use assets may be required for items such as prepaid or accrued lease payments. The interest rate implicit
in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rates, which are
the rates incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic
environment.
In accordance with the guidance in ASC Topic 842,
components of a lease should be split into three categories: lease components (e.g. land, building, etc.), non-lease components (e.g.
common area maintenance, consumables, etc.), and non-components (e.g. property taxes, insurance, etc.). Subsequently, the fixed and in-substance
fixed contract consideration (including any related to non-components) must be allocated based on the respective relative fair values
to the lease components and non-lease components.
The Company made the policy election to not separate
lease and non-lease components. Each lease component and the related non-lease components are accounted for together as a single component.
The Company adopted the ASC Topic 740 Income
tax provisions of paragraph 740-10-25-13, which addresses the determination of whether tax benefits claimed or expected to be claimed
on a tax return should be recorded in the consolidated financial statements. Under paragraph 740-10-25-13, the Company may recognize the
tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by
the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements
from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized
upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income
taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for
unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.
The estimated future tax effects of temporary
differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs
and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides
valuation allowances as management deems necessary.
The Company did not take any uncertain tax positions
and had no adjustments to its income tax liabilities or benefits pursuant to the ASC Topic 740 provisions of Section 740-10-25 for the
six months ended June 30, 2023 and 2022.
COSMOS GROUP HOLDINGS INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30,
2023 AND 2022
(Currency expressed in United States Dollars
(“US$”), except for number of shares)
| ● | Foreign currencies translation |
Transactions denominated in currencies other than
the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction.
Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency
using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the consolidated statement
of operations.
The reporting currency of the Company is United
States Dollar (“US$”) and the accompanying consolidated financial statements have been expressed in US$. In addition, the
Company has operations in Hong Kong and Singapore and maintains the books and record in the local currency, Hong Kong Dollars (“HKD”)
and Singapore Dollars (“SGD”), which is a functional currency as being the primary currency of the economic environment in
which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional
currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, Translation of Financial Statement, using the
exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains
and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated
other comprehensive income within the statements of changes in stockholder’s equity.
Translation of amounts from HKD and SGD into US$
has been made at the following exchange rates for the following periods:
| | |
June 30,
2023 | | |
June 30,
2022 | |
| Period-end HKD:US$ exchange rate | |
| 0.1276 | | |
| 0.1274 | |
| Period average HKD:US$ exchange rate | |
| 0.1276 | | |
| 0.1278 | |
| | |
June 30,
2023 | | |
June 30,
2022 | |
| Period-end SGD:US$ exchange rate | |
| 0.7383 | | |
| 0.7189 | |
| Period average SGD:US$ exchange rate | |
| 0.7483 | | |
| 0.7328 | |
ASC Topic 220, Comprehensive Income, establishes
standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined
includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying
consolidated statements of changes in stockholders’ equity, consists of changes in unrealized gains and losses on foreign currency
translation. This comprehensive income is not included in the computation of income tax expense or benefit.
The Company accounts for noncontrolling interest
in accordance with ASC Topic 810-10-45, which requires the Company to present noncontrolling interests as a separate component of total
shareholders’ equity on the consolidated balance sheets and the consolidated net loss attributable to the noncontrolling interest
be clearly identified and presented on the face of the consolidated statements of operations and comprehensive loss.
The Company calculates net loss per share in accordance
with ASC Topic 260, Earnings per Share. Basic income per share is computed by dividing the net income by the weighted-average number
of common shares outstanding during the period. Diluted income per share is computed similar to basic income per share except that the
denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock
equivalents had been issued and if the additional common shares were dilutive.
COSMOS GROUP HOLDINGS INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30,
2023 AND 2022
(Currency expressed in United States Dollars
(“US$”), except for number of shares)
| ● | Stock based compensation |
Pursuant to ASU 2018-07, the Company follows ASC
718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense
for all share-based payment awards (employee or non-employee), are measured at grant-date fair value of the equity instruments that an
entity is obligated to issue. Restricted stock units are valued using the market price of the Company’s common shares on the date
of grant. The Company uses a Black-Scholes option model to estimate the fair value of employee stock options at the date of grant. As
of June 30, 2023, those shares issued and stock options granted for service compensations were immediately vested, and therefore these
amounts are thus recognized as expense in the operation.
The Company follows the ASC 850-10, Related
Party for the identification of related parties and disclosure of related party transactions.
Pursuant to section 850-10-20 the related parties
include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election
of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method
by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under
the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company
may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one
of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly
influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting
parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully
pursuing its own separate interests.
The condensed consolidated financial statements
shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other
similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated
or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s)
involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each
of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects
of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements
are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount
due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of
settlement.
| ● | Commitments and contingencies |
The Company follows the ASC 450-20, Commitments
to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result
in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such
contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal
proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the
perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected
to be sought therein.
COSMOS GROUP HOLDINGS INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30,
2023 AND 2022
(Currency expressed in United States Dollars
(“US$”), except for number of shares)
If the assessment of a contingency indicates that
it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would
be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency
is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an
estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally
not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon
information available at this time that these matters will have a material adverse effect on the Company’s financial position, results
of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s
business, financial position, and results of operations or cash flows.
| ● | Fair value of financial instruments |
The Company follows paragraph 825-10-50-10 of
the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37
of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments.
Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted
accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair
value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value
hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value
hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest
priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting
Standards Codification are described below:
| Level 1 |
Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. |
| |
|
| Level 2 |
Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. |
| |
|
| Level 3 |
Pricing inputs that are generally observable inputs and not corroborated by market data. |
Financial assets are considered Level 3 when their
fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant
model assumption or input is unobservable.
The fair value hierarchy gives the highest priority
to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If
the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is
based on the lowest level input that is significant to the fair value measurement of the instrument.
COSMOS GROUP HOLDINGS INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30,
2023 AND 2022
(Currency expressed in United States Dollars
(“US$”), except for number of shares)
The carrying amounts of the Company’s financial
assets and liabilities, such as cash and cash equivalents, loan and fee receivable, prepayments and other receivables, amounts due from
related parties, accrued liabilities and other payables, loans payable, amounts due to related parties approximate their fair values because
of the short maturity of these instruments.
| ● | Recent accounting pronouncements |
From time to time, new accounting pronouncements
are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies and adopted by the Company
as of the specified effective date. The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and
do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or
the results of its operations.
NOTE 4 - GOING CONCERN UNCERTAINTIES
The accompanying condensed consolidated financial
statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business.
The Company has suffered from an accumulated deficit
of $133,026,376 and working capital of $12,810,630 at June 30, 2023. The continuation of the Company as a going concern in the next twelve
months is dependent upon the continued financial support from its stockholders. Management believes the Company is currently pursuing
additional financing for its operations. However, there is no assurance that the Company will be successful in securing sufficient funds
to sustain the operations.
These and other factors raise substantial doubt
about the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not include any
adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result
in the Company not being able to continue as a going concern.
NOTE 5 - REVENUE FROM CONTRACTS WITH CUSTOMERS
The following is a disaggregation of the Company’s
revenue by major source for the respective periods:
| | |
Three months ended
June 30, | | |
Six months ended
June 30, | |
| | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| | |
| | |
| | |
| | |
| |
| Interest income | |
$ | 1,542,215 | | |
$ | 1,649,528 | | |
$ | 3,098,191 | | |
$ | 3,315,669 | |
| ACT income | |
| | | |
| | | |
| | | |
| | |
| - Sale of arts and collectibles products | |
| (1,296 | ) | |
| 198,304 | | |
| 597,351 | | |
| 1,406,450 | |
| - Transaction fee income and others | |
| - | | |
| 2,845,226 | | |
| - | | |
| 4,151,886 | |
| | |
| (1,296 | ) | |
| 3,043,530 | | |
| 597,351 | | |
| 5,558,336 | |
| | |
| | | |
| | | |
| | | |
| | |
| | |
$ | 1,540,919 | | |
$ | 4,693,058 | | |
$ | 3,695,542 | | |
$ | 8,874,005 | |
COSMOS GROUP HOLDINGS INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30,
2023 AND 2022
(Currency expressed in United States Dollars
(“US$”), except for number of shares)
NOTE 6 - BUSINESS SEGMENT INFORMATION
Currently, the Company has two reportable business
segments:
| (i) |
Lending Segment, mainly provides financing and lending services; and |
| |
|
| (ii) |
Arts and Collectibles Technology (“ACT”) Segment, mainly operates an online platform to sell and distribute the arts and collectibles to end-users, with the use of blockchain technologies. |
In the following table, revenue is disaggregated
by primary major product line, and timing of revenue recognition. The table also includes a reconciliation of the disaggregated revenue
with the reportable segments.
| | |
Three months ended
June 30, 2023 | |
| | |
Lending
Segment | | |
ACT
Segment | | |
Total | |
| Revenue from external customers: | |
| | |
| | |
| |
| Interest income | |
$ | 1,542,215 | | |
$ | - | | |
$ | 1,542,215 | |
| Arts and collectibles technology income | |
| - | | |
| (1,296 | ) | |
| (1,296 | ) |
| Total revenue, net | |
| 1,542,215 | | |
| (1,296 | ) | |
| 1,540,919 | |
| | |
| | | |
| | | |
| | |
| Cost of revenue: | |
| | | |
| | | |
| | |
| Interest expense | |
| (35,797 | ) | |
| - | | |
| (35,797 | ) |
| Arts and collectibles technology expense | |
| - | | |
| (51,574 | ) | |
| (51,574 | ) |
| Total cost of revenue | |
| (35,797 | ) | |
| (51,574 | ) | |
| (87,371 | ) |
| | |
| | | |
| | | |
| | |
| Gross profit | |
| 1,506,418 | | |
| (52,870 | ) | |
| 1,453,548 | |
| | |
| | | |
| | | |
| | |
| Operating expenses | |
| | | |
| | | |
| | |
| Sales and marketing | |
| (93,683 | ) | |
| (668 | ) | |
| (94,351 | ) |
| Corporate development | |
| - | | |
| 137 | | |
| 137 | |
| Technology and development | |
| - | | |
| (6,177 | ) | |
| (6,177 | ) |
| General and administrative | |
| (1,823,363 | ) | |
| (11,227,459 | ) | |
| (13,050,822 | ) |
| Total operating expenses | |
| (1,917,046 | ) | |
| (11,234,167 | ) | |
| (13,151,213 | ) |
| | |
| | | |
| | | |
| | |
| Loss from operations | |
| (410,628 | ) | |
| (11,287,037 | ) | |
| (11,987,411 | ) |
| | |
| | | |
| | | |
| | |
| Other income (expense): | |
| | | |
| | | |
| | |
| Interest income | |
| 909 | | |
| 52 | | |
| 961 | |
| Convertible notes interest expense | |
| | | |
| (8,887 | ) | |
| (8,887 | ) |
| Imputed interest expense | |
| (223,777 | ) | |
| - | | |
| (223,777 | ) |
| Loan interest expense | |
| - | | |
| (58,100 | ) | |
| (58,100 | ) |
| Sundry income | |
| 20,150 | | |
| - | | |
| 20,150 | |
| Total other expenses, net | |
| (202,718 | ) | |
| (66,935 | ) | |
| (269,653 | ) |
| | |
| | | |
| | | |
| | |
| Segment loss | |
$ | (613,346 | ) | |
$ | (11,353,972 | ) | |
$ | (11,967,318 | ) |
COSMOS GROUP HOLDINGS INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30,
2023 AND 2022
(Currency expressed in United States Dollars
(“US$”), except for number of shares)
| | |
Three months ended
June 30, 2022 | |
| | |
Lending Segment | | |
ACT Segment | | |
Total | |
| Revenue from external customers: | |
| | |
| | |
| |
| Interest income | |
$ | 1,649,528 | | |
$ | - | | |
$ | 1,649,528 | |
| Arts and collectibles technology income | |
| - | | |
| 3,043,530 | | |
| 3,043,530 | |
| Total revenue, net | |
| 1,649,528 | | |
| 3,043,530 | | |
| 4,693,058 | |
| | |
| | | |
| | | |
| | |
| Cost of revenue: | |
| | | |
| | | |
| | |
| Interest expense | |
| (293,385 | ) | |
| - | | |
| (293,385 | ) |
| Arts and collectibles technology expense | |
| - | | |
| (141,376 | ) | |
| (141,376 | ) |
| Total cost of revenue | |
| (293,385 | ) | |
| (141,376 | ) | |
| (434,761 | ) |
| | |
| | | |
| | | |
| | |
| Gross profit | |
| 1,356,143 | | |
| 2,902,154 | | |
| 4,258,297 | |
| | |
| | | |
| | | |
| | |
| Operating Expenses | |
| | | |
| | | |
| | |
| Sales and marketing | |
| (246,234 | ) | |
| (6,645,965 | ) | |
| (6,892,199 | ) |
| Corporate development | |
| - | | |
| (6,743,525 | ) | |
| (6,743,525 | ) |
| Technology and development | |
| - | | |
| (8,204,895 | ) | |
| (8,204,895 | ) |
| General and administrative | |
| (803,139 | ) | |
| (1,866,155 | ) | |
| (2,669,294 | ) |
| Total operating expenses | |
| (1,049,373 | ) | |
| (23,460,540 | ) | |
| (24,509,913 | ) |
| | |
| | | |
| | | |
| | |
| Income (loss) from operations | |
| 306,770 | | |
| (20,558,386 | ) | |
| (20,251,616 | ) |
| | |
| | | |
| | | |
| | |
| Other income (expense): | |
| | | |
| | | |
| | |
| Interest income | |
| 2,113 | | |
| 3 | | |
| 2,116 | |
| Impairment loss on digital assets | |
| - | | |
| (6,957 | ) | |
| (6,957 | ) |
| Imputed interest expense | |
| (242,377 | ) | |
| - | | |
| (242,377 | ) |
| Sundry income | |
| 30,563 | | |
| 506 | | |
| 31,069 | |
| Total other expenses, net | |
| (209,701 | ) | |
| (6,448 | ) | |
| (216,149 | ) |
| | |
| | | |
| | | |
| | |
| Segment income (loss) | |
$ | 97,069 | | |
$ | (20,564,834 | ) | |
$ | (20,467,765 | ) |
COSMOS GROUP HOLDINGS INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30,
2023 AND 2022
(Currency expressed in United States Dollars
(“US$”), except for number of shares)
| | |
Six months ended
June 30, 2023 | |
| | |
Lending Segment | | |
ACT Segment | | |
Total | |
| Revenue from external customers: | |
| | |
| | |
| |
| Interest income | |
$ | 3,098,191 | | |
$ | - | | |
$ | 3,098,191 | |
| Arts and collectibles technology income | |
| - | | |
| 597,351 | | |
| 597,351 | |
| Total revenue, net | |
| 3,098,191 | | |
| 597,351 | | |
| 3,695,542 | |
| | |
| | | |
| | | |
| | |
| Cost of revenue: | |
| | | |
| | | |
| | |
| Interest expense | |
| (94,724 | ) | |
| - | | |
| (94,724 | ) |
| Arts and collectibles technology expense | |
| - | | |
| (366,973 | ) | |
| (366,973 | ) |
| Total cost of revenue | |
| (94,724 | ) | |
| (366,973 | ) | |
| (461,697 | ) |
| | |
| | | |
| | | |
| | |
| Gross profit | |
| 3,003,467 | | |
| 230,378 | | |
| 3,233,845 | |
| | |
| | | |
| | | |
| | |
| Operating Expenses | |
| | | |
| | | |
| | |
| Sales and marketing | |
| (119,226 | ) | |
| (5,650 | ) | |
| (124,876 | ) |
| Corporate development | |
| - | | |
| (57,208 | ) | |
| (57,208 | ) |
| Technology and development | |
| - | | |
| (16,880 | ) | |
| (16,880 | ) |
| General and administrative | |
| (4,776,954 | ) | |
| (12,176,296 | ) | |
| (16,953,250 | ) |
| Total operating expenses | |
| (4,896,180 | ) | |
| (12,256,034 | ) | |
| (17,152,214 | ) |
| | |
| | | |
| | | |
| | |
| Loss from operations | |
| (1,892,713 | ) | |
| (12,025,656 | ) | |
| (13,918,369 | ) |
| | |
| | | |
| | | |
| | |
| Other income (expense): | |
| | | |
| | | |
| | |
| Interest income | |
| 1,975 | | |
| 92 | | |
| 2,067 | |
| Convertible notes interest expense | |
| - | | |
| (10,431 | ) | |
| (10,431 | ) |
| Imputed interest expense | |
| (460,895 | ) | |
| - | | |
| (460,895 | ) |
| Loan interest expense | |
| - | | |
| (77,238 | ) | |
| (77,238 | ) |
| Sundry income | |
| 51,292 | | |
| - | | |
| 51,292 | |
| Total other expenses, net | |
| (407,628 | ) | |
| (87,577 | ) | |
| (495,205 | ) |
| | |
| | | |
| | | |
| | |
| Segment loss | |
$ | (2,300,341 | ) | |
$ | (12,113,233 | ) | |
$ | (14,413,574 | ) |
COSMOS GROUP HOLDINGS INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30,
2023 AND 2022
(Currency expressed in United States Dollars
(“US$”), except for number of shares)
| | |
Six months ended
June 30, 2022 | |
| | |
Lending Segment | | |
ACT Segment | | |
Total | |
| Revenue from external customers: | |
| | |
| | |
| |
| Interest income | |
$ | 3,315,669 | | |
$ | - | | |
$ | 3,315,669 | |
| Arts and collectibles technology income | |
| - | | |
| 5,558,336 | | |
| 5,558,336 | |
| Total revenue, net | |
| 3,315,669 | | |
| 5,558,336 | | |
| 8,874,005 | |
| | |
| | | |
| | | |
| | |
| Cost of revenue: | |
| | | |
| | | |
| | |
| Interest expense | |
| (340,291 | ) | |
| - | | |
| (340,291 | ) |
| Arts and collectibles technology expense | |
| - | | |
| (807,135 | ) | |
| (807,135 | ) |
| Total cost of revenue | |
| (340,291 | ) | |
| (807,135 | ) | |
| (1,147,426 | ) |
| | |
| | | |
| | | |
| | |
| Gross profit | |
| 2,975,378 | | |
| 4,751,201 | | |
| 7,726,579 | |
| | |
| | | |
| | | |
| | |
| Operating Expenses | |
| | | |
| | | |
| | |
| Sales and marketing | |
| (252,918 | ) | |
| (26,003,937 | ) | |
| (26,256,855 | ) |
| Corporate development | |
| - | | |
| (25,732,131 | ) | |
| (25,732,131 | ) |
| Technology and development | |
| - | | |
| (32,558,567 | ) | |
| (32,558,567 | ) |
| General and administrative | |
| (1,812,660 | ) | |
| (3,585,636 | ) | |
| (5,398,296 | ) |
| Total operating expenses | |
| (2,065,578 | ) | |
| (87,880,271 | ) | |
| (89,945,849 | ) |
| | |
| | | |
| | | |
| | |
| Income (loss) from operations | |
| 909,800 | | |
| (83,129,070 | ) | |
| (82,219,270 | ) |
| | |
| | | |
| | | |
| | |
| Other income (expense): | |
| | | |
| | | |
| | |
| Interest income | |
| 2,149 | | |
| 6 | | |
| 2,155 | |
| Impairment loss on digital assets | |
| - | | |
| (10,156 | ) | |
| (10,156 | ) |
| Imputed interest expense | |
| (479,491 | ) | |
| - | | |
| (479,491 | ) |
| Sundry income | |
| 54,502 | | |
| 506 | | |
| 55,008 | |
| Total other expenses, net | |
| (422,840 | ) | |
| (9,644 | ) | |
| (432,484 | ) |
| | |
| | | |
| | | |
| | |
| Segment income (loss) | |
$ | 486,960 | | |
$ | (83,138,714 | ) | |
$ | (82,651,754 | ) |
The below revenues are based on the countries
in which the customer is located. Summarized financial information concerning the geographic segments is shown in the following tables:
| | |
Three months ended
June 30, | | |
Six months ended
June 30, | |
| | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| | |
| | |
| | |
| | |
| |
| Hong Kong | |
$ | 1,542,215 | | |
| 1,649,528 | | |
$ | 3,098,191 | | |
| 3,315,669 | |
| Around the world | |
| (1,296 | ) | |
| 3,043,530 | | |
| 597,351 | | |
| 5,558,336 | |
| | |
| | | |
| | | |
| | | |
| | |
| | |
| 1,540,919 | | |
| 4,693,058 | | |
| 3,695,542 | | |
| 8,874,005 | |
COSMOS GROUP HOLDINGS INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30,
2023 AND 2022
(Currency expressed in United States Dollars
(“US$”), except for number of shares)
NOTE 7 - LOAN RECEIVABLES, NET
The Company’s loan portfolio was as follows:
| |
|
June 30,
2023 |
|
|
December 31,
2022 |
|
| |
|
|
|
|
|
|
| Personal loans |
|
$ |
3,676,109 |
|
|
$ |
17,352,856 |
|
| Commercial loans |
|
|
1,597,824 |
|
|
|
1,186,339 |
|
| Mortgage loans |
|
|
19,611,852 |
|
|
|
1,294,601 |
|
| Total loans |
|
|
24,885,785 |
|
|
|
19,833,796 |
|
| Less: Allowance for loan losses |
|
|
(4,204,843 |
) |
|
|
(781,202 |
) |
| Loans receivables, net |
|
$ |
20,680,942 |
|
|
$ |
19,052,594 |
|
| |
|
|
|
|
|
|
|
|
| Reclassifying as: |
|
|
|
|
|
|
|
|
| Current portion |
|
$ |
17,424,747 |
|
|
$ |
19,052,594 |
|
| Non-current portion |
|
|
3,256,195 |
|
|
|
- |
|
| |
|
|
|
|
|
|
|
|
| Total loans receivables |
|
$ |
20,680,942 |
|
|
$ |
19,052,594 |
|
The interest rates on loans issued were ranged
from 13% to 59% (2022: from 13% to 59%) per annum for the six months ended June 30, 2023 and 2022.
All loans are made to either business or individual
customers in Hong Kong for a period of 1 week to 120 months.
Allowance for loan losses is estimated on an annual
basis based on an assessment of specific evidence indicating doubtful collection, historical experience, loan balance aging and prevailing
economic conditions.
Interest on loan receivable is accrued and credited
to income as earned. The Company determines a loan’s past due status by the number of days that have elapsed since a borrower has
failed to make a contractual loan payment. Accrual of interest is generally discontinued when either (i) reasonable doubt exists as to
the full, timely collection of interest or principal or (ii) when a loan becomes past due by more than 180 days (The further extension
of loan past due status is subject to management final approval and on case-by-case basis).
COSMOS GROUP HOLDINGS INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30,
2023 AND 2022
(Currency expressed in United States Dollars
(“US$”), except for number of shares)
NOTE 8 - INTANGIBLE ASSETS, NET
A summary of intangible assets as of June 30,
2023 and December 31, 2022 is as follows:
| | |
Estimated
useful life | |
June 30,
2023 | | |
December 31,
2022 | |
| At cost: | |
| |
| | |
| |
| Acquired technology software | |
5 years | |
$ | 17,344,690 | | |
$ | 17,344,690 | |
| Trademarks and trade name | |
10 years | |
| 39,500 | | |
| 39,270 | |
| Less: accumulated amortization | |
| |
| (5,789,384 | ) | |
| (4,052,889 | ) |
| Foreign translation adjustment | |
| |
| 8,483 | | |
| 8,356 | |
| | |
| |
$ | 11,603,289 | | |
$ | 13,339,427 | |
As of June 30, 2023, the estimated annual amortization
expense for intangible assets for each of the succeeding five years and thereafter is as follows
| Period ending June 30: | |
| |
| 2024 | |
$ | 3,473,736 | |
| 2025 | |
| 3,473,736 | |
| 2026 | |
| 3,473,736 | |
| 2027 | |
| 1,161,112 | |
| 2028 | |
| 4,800 | |
| Thereafter | |
| 16,169 | |
| | |
$ | 11,603,289 | |
Amortization of intangible assets for the three
months ended June 30, 2023 and 2022 totaled $1,736,516 and $993,257, respectively.
Amortization of intangible assets for the six
months ended June 30, 2023 and 2022 totaled $16,268,258 and $1,986,506, respectively.
NOTE 9 - LOAN PAYABLES
The amounts represented temporary advances received
from the third parties for the lending business, which carried annual interest at the rate of 18% to 21%. These amounts were unsecured
and will become repayable within one year. The loan payable balance was $1,082,980 and $1,823,536 as of June 30, 2023 and December 31,
2022, respectively.
Interest related to the loan payables was $58,100
and $293,385 for the three months ended June 30, 2023 and 2022, respectively.
Interest related to the loan payables was $77,238
and $340,291 for the six months ended June 30, 2023 and 2022, respectively.
COSMOS GROUP HOLDINGS INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30,
2023 AND 2022
(Currency expressed in United States Dollars
(“US$”), except for number of shares)
NOTE 10 - AMOUNTS DUE TO RELATED PARTIES
The amounts represented temporary advances to
the Company for the lending business, which were unsecured, interest-free and had no fixed terms of repayments. The related party balances
were $24,550,691 and $23,931,078 as of June 30, 2023 and December 31, 2022, respectively.
During the three and six months ended June 30,
2023, the Company recorded and imputed additional non-cash interest of $237,118 and $460,895 at the market rate of 5% per annum on these
interest-free related party loans, under ASC 835-30 “Imputation of Interest”.
NOTE 11 - LEASES
The Company entered into operating leases primarily
for office premises with lease terms generally 2 years. The Company adopted Topic 842, using the modified-retrospective approach as discussed
in Note 3, and as a result, recognized a right-of-use asset and a lease liability. The Company uses a 5% rate to determine the present
value of the lease payments. The remaining life of the lease was two years.
The Company excludes short-term leases (those
with lease terms of less than one year at inception) from the measurement of lease liabilities or right-of-use assets.
As of June 30, 2023, right-of-use assets were
$79,828 and lease liabilities were $83,035.
For the three months ended June 30, 2023 and 2022,
the Company charged to operations lease as expenses of $51,425 and $69,926, respectively.
For the six months ended June 30, 2023 and 2022,
the Company charged to operations lease as expenses of $86,312 and $139,983, respectively.
As of June 30, 2023, the Company’s lease
obligations will be matured in the next twelve months, with the present value of $83,035.
NOTE 12 - CONVERTIBLES NOTE PAYABLES
Securities purchase agreement and related convertible
note
Chan Hin Yip Note
On August 2, 2022, the Company entered into a
Sale and Purchase Agreement (“SPA”) with CHAN Hin Yip, pursuant to which the Company agreed to purchase approximately 58 collectible
items from Mr. Chan for a purchase price of HKD1,305,000 (approximately USD $167,308) (the “Purchase Price”), through its
subsidiaries holds approximately 80% of the issued and outstanding securities of Grand Gallery Limited (“GGL”), and Mr. Chan
is a director and 5% equity owner of GGL.
On August 2, 2022, the Company and Mr. Chan entered
into a Note Purchase Agreement (“Chan Hin Yip Note”) pursuant to which the Company agreed to pay the Purchase Price via a
promissory note that will be converted into shares of the Company’s common stock at a conversion price equal to 90% of the volume
weighted average closing price of the Company’s common stock for the ten days immediately prior to February 2, 2023. The Chan Hin
Yip Note bears interest at 1% per annum and is due on February 2, 2023. At the date of this report, Chan Hin Yip Note is currently in
default.
Root Ventures Note
On November 11, 2022, the Company and Root Ventures,
LLC (“Root Ventures”) entered into a Securities Purchase Agreement, whereby the Company issued a promissory note to Root Ventures
(“Root Ventures Note”) in the original principal amount of $33,000. The Root Ventures Note is convertible into shares of the
common stock of the Company one hundred eighty (180) days following the date of funding at a price equal to 60% of the average of two
(2) lowest trading price of the Company’s common stock for the fifteen (15) trading days prior to conversion. The Root Ventures
Note bears interest at 10% per annum and is due on November 10, 2023.
1800 Diagonal Note
On August 26, 2022, the Company and 1800 Diagonal
Lending LLC (“1800 Diagonal”) entered into a Securities Purchase Agreement, whereby the Company issued a promissory note to
1800 Diagonal (“1800 Diagonal Note”) in the original principal amount of $89,250. The 1800 Diagonal Note is convertible into
shares of the common stock of the Company one hundred eighty (180) days following the date of funding at a price equal to 65% of the average
of two (2) lowest trading price of the Company’s common stock for the twenty (20) trading days prior to conversion. The Company
has the option to prepay the 1800 Diagonal Note by paying an amount equal to the then outstanding amount multiplied by premium percentage
during the first one hundred eighty (180) days. The 1800 Diagonal Note bears interest at 8% per annum and is due on August 26, 2023.
As of June 30, 2023 and December 31, 2022, the
Company did not prepay the convertible note payables and accrued convertible notes interest expense of $77,238 and $979, respectively.
COSMOS GROUP HOLDINGS INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30,
2023 AND 2022
(Currency expressed in United States Dollars
(“US$”), except for number of shares)
NOTE 13 - STOCKHOLDERS’ EQUITY
Authorized stock
The Company’s authorized share is 5,000,000,000
common shares with a par value of $0.001 per share.
Common stock outstanding
As of June 30, 2023 and December 31, 2022, the
Company had a total of 1,470,074,915 shares and 454,398,143 shares of its common stock issued and outstanding, respectively.
Common stock to be issued
As of June 30, 2023, the Company had 800,000,000
shares of its common stock to be issued to Dr. Lee, a director of the Company, in connection with the acquisition of Massive Treasure.
As of December 31, 2022, the Company had 806,321,356
shares of its common stock to be issued, comprising of 800,000,000 shares outstanding to Dr. Lee, a director of the Company, in connection
with the acquisition of Massive Treasure, 235,294 shares outstanding to Mr. Tan, a director of the Company, in connection with his service
to the Company for the year ended December 31, 2021, and 6,086,062 shares outstanding to 17 consultants for their services rendered to
the Company for the year ended December 31, 2021.
Stock-based compensation
During the six months ended June 30, 2023, the
Company issued 1,015,676,772 shares of its common stock to consultants who have provided services to the Company to the Company under
the Coinllectibles Inc. 2022 Stock Incentive Plan.
The stock-based compensation expenses for shares
granted consultants during the six months ended June 30, 2023 and 2022 were $10,299,592 and $0, respectively.
NOTE 14 - INCOME TAX
The provision for income taxes consisted of the
following:
| | |
Six months ended
June 30, | |
| | |
2023 | | |
2022 | |
| Current tax: | |
| | |
| |
| - Local | |
$ | - | | |
$ | - | |
| - Foreign | |
| 355,462 | | |
| 357,268 | |
| | |
| | | |
| | |
| Deferred tax | |
| | | |
| | |
| - Local | |
| - | | |
| - | |
| - Foreign | |
| - | | |
| - | |
| | |
| | | |
| | |
| Income tax expense | |
$ | 355,462 | | |
$ | 357,268 | |
COSMOS GROUP HOLDINGS INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30,
2023 AND 2022
(Currency expressed in United States Dollars
(“US$”), except for number of shares)
The effective tax rate in the periods presented
is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rate. The Company mainly
operates in Singapore and Hong Kong that is subject to taxes in the jurisdictions in which they operate, as follows:
United States of America
COSG is registered in the State of Nevada and
is subject to the tax laws of United States of America. The U.S. Tax Cuts and Jobs Act (the “Tax Reform Act”) was signed into
law. The Tax Reform Act significantly revised the U.S. corporate income tax regime by, among other things, lowering the U.S. corporate
tax rate from 35% to 21% effective January 1, 2018. The Company’s policy is to recognize accrued interest and penalties related
to unrecognized tax benefits in its income tax provision. The Company has not accrued or paid interest or penalties which were not material
to its results of operations for the periods presented. Deferred tax asset is not provided for as the tax losses may not be able to carry
forward after a change in substantial ownership of the Company.
For the six months ended June 30, 2023 and 2022,
there were no operating income in US tax regime.
BVI
Under the current BVI law, the Company is not
subject to tax on income.
Republic of Singapore
The Company’s subsidiaries are registered
in Republic of Singapore and are subject to the Singapore corporate income tax at a standard income tax rate of 17% on the assessable
income arising in Singapore during its tax year. The operation in Singapore incurred an operating loss due to certain charges within the
group and there is no provision for income tax for the six months ended June 30, 2023 and 2022.
Hong Kong
The Company and subsidiaries operating in Hong
Kong is subject to the Hong Kong Profits Tax at the two-tiered profits tax rates from 8.25% to 16.5% on the estimated assessable profits
arising in Hong Kong during the current year, after deducting a tax concession for the tax year. The reconciliation of income tax rate
to the effective income tax rate for the six months ended June 30, 2022 and 2021 is as follows:
| | |
Six months ended June 30, | |
| | |
2023 | | |
2022 | |
| (Loss) income before income taxes | |
$ | (87,351 | ) | |
$ | 566,971 | |
| Statutory income tax rate | |
| 16.5 | % | |
| 16.5 | % |
| Income tax expense at statutory rate | |
| (14,413 | ) | |
| 93,550 | |
| Tax effect of non-deductible items | |
| 377,917 | | |
| 260,441 | |
| Tax effect of non-taxable items | |
| - | | |
| (8,178 | |
| Net operating loss | |
| (8,042 | ) | |
| 11,455 | |
| | |
| | | |
| | |
| Income tax expense | |
$ | 355,462 | | |
$ | 357,268 | |
COSMOS GROUP HOLDINGS INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30,
2023 AND 2022
(Currency expressed in United States Dollars
(“US$”), except for number of shares)
The following table sets forth the significant
components of the deferred tax assets and liabilities of the Company as of June 30, 2023 and December 31, 2022:
| | |
June 30,
2023 | | |
December 31,
2022 | |
| Deferred tax assets: | |
| | |
| |
| Net operating loss carryforward, from | |
| | |
| |
| US tax regime | |
$ | 42,688 | | |
$ | 102,932 | |
| Singapore tax regime | |
| - | | |
| 15,324,07 | |
| Hong Kong tax regime | |
| 14,413 | | |
| 13,019 | |
| Less: valuation allowance | |
| (57,101 | ) | |
| (15,440,658 | ) |
| Deferred tax assets, net | |
$ | - | | |
$ | - | |
As of June 30, 2023, the operations in the United
States of America incurred $586,941 of cumulative net operating losses which can be carried forward indefinitely to offset future taxable
income. The Company has provided for a full valuation allowance against the deferred tax assets of $123,258 on the expected future tax
benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be
realized in the future.
As of June 30, 2023, the operations in Singapore
incurred $99,244,42 of cumulative net operating losses which can be carried forward to offset future taxable income. There is no expiry
in net operating loss carryforwards under Singapore tax regime. the Company has provided for a full valuation allowance against the deferred
tax assets of $16,871,555 on the expected future tax benefits from the net operating loss carryforwards as the management believes it
is more likely than not that these assets will not be realized in the future.
As of June 30, 2023, the operations in Hong Kong
incurred $1,603,070 of cumulative net operating losses which can be carried forward indefinitely to offset future taxable income. The
Company has provided for a full valuation allowance against the deferred tax assets of $264,507 on the expected future tax benefits from
the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the
future.
The Company filed income tax returns in the United
States federal tax jurisdiction and several state tax jurisdictions. Since the Company is in a loss carryforward position, it is generally
subject to examination by federal and state tax authorities for all tax years in which a loss carryforward is available.
NOTE 15 - RELATED PARTY TRANSACTIONS
From time to time, the directors of the Company
advanced funds to the Company for working capital purpose. Those advances were unsecured, non-interest bearing and had no fixed terms
of repayment.
During the three months ended June 30, 2023 and
2022, the Company paid the management service fee of $0 and $815,852, to a company controlled by its director, Dr. Lee.
During the three months ended June 30, 2023 and
2022, the Company paid the director fee of $92,468 and $30,000 to Mr. Tan, a director of the Company, for his service to the Company’s
subsidiary.
During the six months ended June 30, 2023 and
2022, the Company paid the management service fee of $0 and $1,815,852, to a company controlled by its director, Dr. Lee.
During the six months ended June 30, 2023 and
2022, the Company paid the director fee of $124,238 and $60,000 to Mr. Tan, a director of the Company, for his service to the Company’s
subsidiary.
Apart from the transactions and balances detailed
elsewhere in these accompanying condensed consolidated financial statements, the Company has no other significant or material related
party transactions during the periods presented.
COSMOS GROUP HOLDINGS INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30,
2023 AND 2022
(Currency expressed in United States Dollars
(“US$”), except for number of shares)
NOTE 16 - CONCENTRATIONS OF RISK
The Company is exposed to the following concentrations
of risk:
For the three and six months ended June 30, 2023
and 2022, there was no single customer whose revenue exceeded 10% of the revenue.
| (b) |
Economic and political risk |
The Company’s major operations are conducted
in Singapore and Hong Kong. Accordingly, the political, economic, and legal environments in Singapore and Hong Kong, as well as the general
state of Singapore and Hong Kong’s economy may influence the Company’s business, financial condition, and results of operations.
The Company cannot guarantee that the current
exchange rate will remain steady; therefore there is a possibility that the Company could post the same amount of profit for two comparable
periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of HKD converted
to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.
(d) Liquidity risk
Liquidity risk is the risk that the Company will
not be able to meet its financial obligations as they become due. The Company’s policy is to ensure that it has sufficient cash
to meet its liabilities when they become due, under both normal and stressed conditions, without incurring unacceptable losses or risking
damage to the Company’s reputation. A key risk in managing liquidity is the degree of uncertainty in the cash flow projections.
If future cash flows are fairly uncertain, the liquidity risk increases.
COSMOS GROUP HOLDINGS INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30,
2023 AND 2022
(Currency expressed in United States Dollars
(“US$”), except for number of shares)
NOTE 17 - COMMITMENTS AND CONTINGENCIES
As of June 30, 2023, the Company is committed
to the below contractual arrangements.
On December 31, 2021, the Company entered into
an Equity Purchase Agreement with Williamsburg Venture Holdings, LLC, a Nevada limited liability company (“Investor”), pursuant
to which the Investor agreed to invest up to Thirty Million Dollars ($30,000,000) over a 36-month period in accordance with the terms
and conditions of that certain Equity Purchase Agreement, dated as of December 31, 2021, by and between the Company and the Investor (the
“Equity Purchase Agreement”). During the term, the Company shall be entitled to put to the Investor, and the Investor shall
be obligated to purchase, such number of shares of the Company’s common stock and at such price as are determined in accordance
with the Equity Purchase Agreement. The per share purchase price for the Williamsburg Put Shares will be equal to 88% the lowest traded
price of the Common Stock on the principal market during the five (5) consecutive trading days immediately preceding the date which Williamsburg
received the Williamsburg Put Shares as DWAC Shares in its brokerage account (as reported by Bloomberg Finance L.P., Quotestream, or other
reputable source). In connection with the Equity Purchase Agreement, both parties also entered into a Registration Rights Agreement (the
“Registration Rights Agreement”) pursuant to which the Company agreed to register with the SEC the common stock issuable under
the Equity Purchase Agreement, among other securities. As of June 30, 2023, the remaining balance for Equity Purchase from the Investor
was $30,000,000.
NOTE 18 - SUBSEQUENT EVENTS
In accordance with ASC Topic 855, “Subsequent
Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date
but before consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after June
30, 2023, up through the date the Company issued the unaudited condensed consolidated financial statements.
ITEM 2 Management’s Discussion and Analysis
of Financial Condition and Results of Operations
The following discussion
and analysis of our Company’s financial condition and results of operations should be read in conjunction with our unaudited condensed
consolidated financial statements and the related notes included elsewhere in the report. This discussion contains forward-looking statements
that involve risks and uncertainties. Actual results and the timing of selected events could differ materially from those anticipated
in these forward-looking statements as a result of various factors. See “Cautionary Note Concerning Forward-Looking Statements”
on page vii.
Unless otherwise noted,
all currency figures quoted as “U.S. dollars”, “dollars” or “$” refer to the legal currency of the
United States. Throughout this report, assets and liabilities of the Company’s subsidiaries are translated into U.S. dollars using
the exchange rate on the balance sheet date. Revenue and expenses are translated at average rates prevailing during the period. The gains
and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated
other comprehensive income within the statement of stockholders’ equity.
Overview
We are a Nevada holding company
with operations conducted through our subsidiaries based in Singapore and Hong Kong. The Company, through its subsidiaries, is engaged
in two business segments: (i) the physical arts and collectibles business, and (ii) the financing/money lending business.
Through our physical arts
and collectibles business, we provide authentication, valuation and certification (“AVC”) service, sale and purchase, hire
purchase, financing, custody, security and exhibition (“CSE”) services to art and collectibles buyers through traditional
methods as well as through leveraging blockchain technology through the creation of Digital Ownership Tokens (“DOTs”).
DOT is an integrated, best
in class, smart contract for art and collectible pieces. We use blockchain technology to help resolve the issues of provenance, authenticity
and ownership in the arts and collectibles market. For each art or collectible piece, we create an individual DOT that includes
an independent appraisal, a 3D rendering of the piece, high-definition photo of the piece, AI recognition file of the piece and a set
of legal documents to provide proof of ownership and provenance of the piece to the blockchain. Our DOTs are intended to provide assurance
on the authenticity of art or collectible pieces as well as act as a record of ownership transfers using blockchain technology to establish
provenance of the piece. As the owner of a DOT, the buyer will be able to take the necessary legal action against those who
breach the digital ownership rights. We initially intend to focus on customers located in Hong Kong and expand throughout Asia and the
rest of the world.
We conduct our DOT operations
from Singapore. In Singapore, cryptocurrencies and the custodianship of such cryptocurrencies are not specifically regulated. Cryptocurrency
exchanges and trading of cryptocurrencies are legal, but not considered legal tender. To the extent that cryptocurrencies or tokens are
considered “capital market products” such as securities, spot foreign exchange contracts, derivatives and the like, they will
be subject to the jurisdiction of the Monetary Authority of Singapore (“MAS”), Securities and Futures Act, anti-money laundering
and combating the financing of terrorism laws and requirements. To the extent that tokens are deemed “digital payment tokens,”
they will be subject to the Payment Services Act of 2019 which, among other things, require compliance with anti-money laundering and
combating the financing of terrorism laws and requirements. According to the Payment Services Act of 2019, “digital payment token”
means any digital representation of value (other than an excluded digital representation of value) that (a) is expressed as a unit; (b)
is not denominated in any currency, and is not pegged by its issuer to any currency; (c) is, or is intended to be, a medium of exchange
accepted by the public, or a section of the public, as payment for goods or services or for the discharge of a debt; (d) can be transferred,
stored or traded electronically; and (e) satisfies such other characteristics as the Authority may prescribe. Our DOTs, therefore, are
not securities or digital payment tokens subject to these acts.
We receive fiat and cryptocurrency
from the sale of art and collectibles and collection of transaction fees derived from the secondary and subsequent sales of the collectibles.
In order to minimize the risk of price fluctuation in cryptocurrency, after we receive the cryptocurrencies, we will recognize the value
by immediately exchange them into US dollar or stable currencies that are pegged with US dollar.
We conduct our financing/money
lending business through our Hong Kong subsidiaries which are licensed under Hong Kong’s Money Lenders Ordinance. We primarily provide
unsecured personal loan financings to private individuals. We also have a small portfolio of mortgage loans. Revenue is generated from
interest received from the provision of loans to private individual customers.
There may be prominent risks
associated with our operations being in Hong Kong. We may be subject to the risks of uncertainty of any future actions of the PRC government
including the risk that the PRC government could disallow our holding company structure, which may result in a material change in our
operations, including our ability to continue our existing holding company structure, carry on our current business, accept foreign investments,
and offer or continue to offer securities to our investors. These adverse actions could change the value of our common stock to significantly
decline or become worthless. We may also be subject to penalties and sanctions imposed by the PRC regulatory agencies, including the Chinese
Securities Regulatory Commission, if we fail to comply with such rules and regulations, which could adversely affect the ability of the
Company’s securities to continue to trade on the Over-the-Counter Bulletin Board, which may cause the value of our securities to
significantly decline or become worthless.
As a U.S.-listed company with
operations in Hong Kong, we may face heightened scrutiny, criticism and negative publicity, which could result in a material change in
our operations and the value of our common stock. It could also significantly limit or completely hinder our ability to offer or continue
to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Additionally, changes
in Chinese internal regulatory mandates, such as the M&A rules, Anti-Monopoly Law, and the soon to be effective Data Security Law,
may target the Company’s corporate structure and impact our ability to conduct business in Hong Kong, accept foreign investments,
or list on an U.S. or other foreign exchange. For a detailed description of the risks facing the Company and the offering associated with
our operations in Hong Kong, please refer to “Risk Factors – Risk Factors Relating to Our Operations in Hong Kong” as
disclosed in our set forth in the Company’s Registration Statement on Form 10 filed with the U.S. Securities and Exchange Commission
(the “SEC”) on April 15, 2022 (the “Form 10-K”).
Our corporate chart is below:
Note 1: In May
2021, Massive Treasure entered into a Share Swap Letter Agreement (the “100% Share Swap Letter”) with the shareholders of
each of E-on Finance Limited (“E-on”) and 8M Limited (“8M”) to acquire 100% of each of E-on and 8M for 20,110,604
and 10,055,302 shares of common stock of COSG respectively based upon the closing price of the common stock of COSG as of the date of
signing of the 100% Share Swap Letter and determined in accordance with the terms of the 100% Share Swap Letter on the date. The acquisition
of E-on and 8M consummated in May 2021. Thereon, COSG issued 10,256,409 shares and 5,128,204 shares to the shareholders of E-on and 8M
respectively.
COSG is obligated to issue
9,854,195 and 4,927,098 shares on the first anniversary of the closing of the acquisition to the former shareholders of E-on and 8M respectively,
subject to certain clawback provisions. E-on and 8M are obligated to meet certain financial milestones in each of the two-year anniversaries
following the closing. Failure to meet such milestones will result in a clawback of the shares issued to the former shareholders. On the
second anniversary of the closing, if E-on or 8M exceeds the aggregate financial milestone set for the two years, the former shareholders
thereof shall be entitled to additional shares of COSG as determined in accordance with the 100% Share Swap Letter.
Note 2: In May
and June 2021, Massive Treasure entered into a Share Swap Letter Agreement (the “51% Share Swap Letter”) with the shareholders
of each of the entities to acquire 51% of the issued and outstanding securities of the entities for an aggregate amount of
23,589,736 shares of COSG’s common stock as set forth below (the “First Tranche Shares”), based upon the closing price
of the common stock of COSG as of the date of signing the 51% Share Swap Letter and determined in accordance with the terms of the 51%
Share Swap Letter. The acquisition of the entities consummated in May and June 2021. Thereon, COSG issued the First Tranche
Shares.
On the first anniversary of
the closing, COSG is obligated to issue a second tranche of shares of its common stock, based upon the closing price of its shares as
of the fifth business day prior to such first anniversary as determined in accordance with the terms of the 51% Share Swap Letter (the
“Second Tranche Shares”). Upon the issuance of the Second Tranche Shares, each of the entities will deliver the
remaining 49% of the issued and outstanding securities to COSG to become wholly owned subsidiaries of COSG. Each of the entities are obligated
to meet certain financial milestones in each of the two-year anniversaries following the closing. Failure to meet such milestones will
result in a clawback of the shares issued to the former shareholders. On the second anniversary of the closing, if any entity exceeds
the aggregate financial milestone set for the two years, the former shareholders thereof shall be entitled to additional shares of COSG
as determined in accordance with the 51% Share Swap Letter.
Note 3: On February
10, 2022, the Company consummated the acquisition of 80% of the issued and outstanding securities of Grand Gallery Limited, a Hong Kong
limited liability company engaged in the business of selling traditional art and collectible pieces, through the issuance of 153,060 shares
of our common stock, at a valuation of $4.00 per share. The Company believes that this acquisition will strengthen our DOT business by
expanding our access to buyers of arts and collectibles.
Commentary on our Revenue –
an overview
In this quarter, we have seen
strong and continued revenue growth. The total revenue for 2022 Q2 was approximately US$4.7 million consisting of approximately $3.05
million from the DOT business segment and $1.65 million from the lending segment. Our DOT revenue are primarily attributable to: (i) our
MetaMall/Resale transactions of approximately US$3.04 million; (ii) primary DOT sales (revenue from sales of new collectible DOTs) of
approximately US$198,000; and (iii) Coinllectibles Sports of approximately US$35,000.
Commentary on DOT Revenue
– our key growth driver
As a whole, the 2022 Q2 revenue
growth is in line with Management’s expectations. Our business model focuses on the rights of ownership through a digital ownership
token attached to physical art or some other collectible with real world tangible value. The business is fundamentally different from
the model NFT marketplaces like OpenSea or Rarible that list third party NFTs for sale. Given the business model targets the physical
art and collectibles market, the relative growth in the overall art markets sales at major auction houses and art fairs, we were less
affected by the recent negative sentiment in the crypto and NFT markets.
We currently generate revenue
from primary sales, or sales of new collectibles DOTs and resale transaction fees between 8% and 10% each time the DOT is sold in the
secondary market. Because each collectible has the potential of generating revenue beyond the initial sale, we intend to focus on bringing
quality primary sales DOT for long term ownership as well as resale potential to market. A key focus of the company is to work with appropriate
partners to mint and sell DOTs attached to high quality collectibles in an increasing range of art such as photographs and sculptures
and a range of other market segments including sports. We feel that DOTs are an attractive way for artists, galleries, auction houses
to engage with existing and new buyer bases in addition to their current sales strategies. We see further opportunity to engage with partners
to support strategies using applications of DOTs such as in the luxury goods segment.
The sports collectibles market
is another area of potential application for DOTs. According to Market Decipher, the market value of sports collectibles – which
is currently at US$26.1billion, is expected to reach US$227 billion by 2032. Sports related NFTs, with a current estimated market value
of US$1.4 billion, is also expected to reach an estimated market value of US$92 billion by 2032.
Commentary on finance revenue –
providing stability to the business
The lending segment is providing
a stable revenue to the Group, and we generated approximately US$1.65 million and US$1.65 million for the six months ended June 30, 2023
and 2022, respectively. Our finance companies are licensed to originate personal loans, company loans and mortgage loans in Hong Kong,
and generate interest income from these loans. In contrast to the significant growth in DOT revenue, our finance companies have long been
established in Hong Kong and thus, the growth of the business is relatively steady. Despite the global economic situation and consequences
caused by the pandemic, we believe that there is always a need for borrowing, and anticipate our lending segment to continue to provide
stable revenue in the near future.
Other Activities
On December 31, 2021, the
Company entered into an Equity Purchase Agreement with Williamsburg Venture Holdings, LLC, a Nevada limited liability company (“Investor”),
pursuant to which the Investor agreed to invest up to Thirty Million Dollars ($30,000,000) over a 36-months period in accordance with
the terms and conditions of that certain Equity Purchase Agreement, dated as of December 31, 2021, by and between the Company and the
Investor (the “Equity Purchase Agreement”). During the term, the Company shall be entitled to put to the Investor, and the
Investor shall be obligated to purchase, such number of shares of the Company’s common stock and at such price as are determined
in accordance with the Equity Purchase Agreement. The per share purchase price for the Williamsburg Put Shares will be equal to 88% the
lowest traded price of the Common Stock on the principal market during the five (5) consecutive trading days immediately preceding the
date which Williamsburg received the Williamsburg Put Shares as DWAC Shares in its brokerage account (as reported by Bloomberg Finance
L.P., Quotestream, or other reputable source). In connection with the Equity Purchase Agreement, both parties also entered into a Registration
Rights Agreement (the “Registration Rights Agreement”) pursuant to which the Company agreed to register with the SEC the common
stock issuable under the Equity Purchase Agreement, among other securities. As of June 30, 2023, the remaining balance for Equity Purchase
from the Investor was $30,000,000.
In connection with the Equity
Purchase Agreement, the parties also entered into a Registration Rights Agreement (the “Registration Rights Agreement”) pursuant
to which the Company agreed to register with the SEC the common stock issuable under the Equity Purchase Agreement, among other securities.
The foregoing descriptions
of the Equity Purchase Agreement and the Registration Rights Agreement are qualified in their entirety by reference to the Equity Purchase
Agreement and the Registration Rights Agreement, which are filed as Exhibits 10.3 and 10.4 to this Quarterly Report and incorporated herein
by reference.
In March 2022, we launched
a new sports division in our MetaMall and partnering with a former NBA basketball player as president of Coinllectible Sports. We hope
to exploit our DOT technology and the metaverse to bring innovation to the sports space, bridge the intersection of our DOT technology
and Sports memorabilia to improve experiences for fans, athletes, teams, events and partners.
Results of Operations.
The recent outbreak of COVID-19,
which has been declared by the World Health Organization to be a pandemic, has spread across the globe and is impacting worldwide economic
activity. The COVID-19 pandemic has significantly impacted health and economic conditions throughout Asian region. National, regional
and local governments took a variety of actions to contain the spread of COVID-19, including office and store closures, quarantining suspected
COVID-19 patients, and capacity limitations. These developments have significantly impacted the results of operations, financial condition
and cash flows of the Company included in this reporting. The impact included the difficulties of working remotely from home including
slow Internet connection, the inability of our accounting and financial officers to collaborate as effectively as they would otherwise
have in an office environment and issues arising from mandatory state quarantines.
While it is not possible at
this time to estimate with sufficient certainty the impact that COVID-19 could have on the Company’s business, the continued spread
of COVID-19 and the measures taken by federal, state, local and foreign governments could disrupt the operation of the Company’s
business. The COVID-19 outbreak and mitigation measures have also had and may continue to have an adverse impact on global and domestic
economic conditions, which could have an adverse effect on the Company’s business and financial condition, including on its potential
to conduct financings on terms acceptable to the Company, if at all. In addition, the Company has taken temporary precautionary measures
intended to help minimize the risk of the virus to its employees, including temporarily requiring employees to work remotely, and discouraging
employee attendance at in-person work-related meetings, which could negatively affect the Company’s business. These measures are
continuing. The extent to which the COVID-19 outbreak impacts the Company’s results will depend on future developments that are
highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of the virus and the actions
to contain its impact.
As of June 30, 2023, we had
a working capital of $12,810,630 and accumulated deficit of $143,157,116. As a result, our continuation as a going concern is dependent
upon improving our profitability and continued financial support from our stockholders or other capital sources. Management believes that
continued financial support from existing shareholders and external financing will provide the additional cash necessary to meet our obligations
as they become due. Our financial statements do not include any adjustments to reflect the possible future effects on the recoverability
and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.
Stock Based Compensation
The Company recognized a one-time
USD 80 million non-cash item payment to the following three unaffiliated vendors for services provided from January 1 to April 30, 2022,
with USD 60 million expensed in the first quarter of 2022 and USD 20 million expensed in the second quarter of 2022.
| Name | |
No. of Common Shares | |
| LUNG Yuen | |
| 6,000,000 | |
| CHAN Chi Keung | |
| 6,000,000 | |
| FU Wah | |
| 8,000,000 | |
| TOTAL | |
| 20,000,000 | |
The consultancy fee expenses
of USD 80 million resulted from the relevant accounting treatment of the 20,000,000 shares of Common Stock of the Company, issuable at
$4 per share, being committed in the service agreements. On May 18, all shares of common stock of the Company have been issued.
There was no cash compensation for services. The services composed of the following:
| 1) | Technology services which include
IT infrastructure setup, item storage management and metaverse consultation. |
| 2) | Business development which includes
introduction of new artist and sourcing of new inventory to be made available onto the platform. |
The services were procured
and the fees agreed upon in mid of 2021 for the fundamental set up of the arts and collectibles business for both the technology platform
architectural design and development management to support the new arts and collectibles DOT business, and also the sourcing and management
of the initial arts and collectibles items to be contributed for starting up the business, including the coverage of setting up the authentication
and verification standards and process for the business. These services build up the core IT and business development operations
of the arts and collectibles business for the Company, allowing the Company to continue to move forward towards its DOT business initiative.
The foregoing description
of the Consultancy Agreements with each of LUNG Yuen, CHAN Chi Keung and FU Wah are qualified in their entirety by reference to the such
Consultancy Agreements, which are filed as Exhibits 10.5, 10.6 and 10.7 to this Quarterly Report and incorporated herein by reference.
Comparison of the three
months ended June 30, 2023 and 2022
The following table sets forth
certain operational data for the three months ended June 30, 2023, compared to the three months ended June 30, 2022:
| |
|
Three months ended
June 30, |
|
| |
|
2023 |
|
|
2022 |
|
| Revenue: |
|
|
|
|
|
|
| Lending segment |
|
$ |
1,542,215 |
|
|
$ |
1,649,528 |
|
| Arts and collectibles technology (“ACT”) segment |
|
|
(1,296 |
) |
|
|
3,043,530 |
|
| Total revenue |
|
|
1,540,919 |
|
|
|
4,693,058 |
|
| Cost of revenue: |
|
|
|
|
|
|
|
|
| Lending segment |
|
|
(35,797 |
) |
|
|
(293,385 |
) |
| ACT segment |
|
|
(51,574 |
) |
|
|
(141,376 |
) |
| Gross profit |
|
|
1,453,548 |
|
|
|
4,258,297 |
|
| Operating expenses: |
|
|
|
|
|
|
|
|
| Sales and marketing |
|
|
(94,351 |
) |
|
|
(6,892,199 |
) |
| Corporate development |
|
|
137 |
|
|
|
(6,743,525 |
) |
| Technology and development |
|
|
(6,177 |
) |
|
|
(8,204,895 |
) |
| General and administrative |
|
|
(13,050,822 |
) |
|
|
(2,669,294 |
) |
| Loss from operations |
|
|
(11,697,665 |
) |
|
|
(20,251,616 |
) |
| Total other expense, net |
|
|
(269,653 |
) |
|
|
(216,149 |
) |
| Loss before income taxes |
|
|
(11,967,318 |
) |
|
|
(20,467,765 |
) |
| Income tax expense |
|
|
(185,396 |
) |
|
|
(146,113 |
) |
| |
|
|
|
|
|
|
|
|
| NET LOSS |
|
$ |
(12,152,714 |
) |
|
$ |
(20,613,878 |
) |
| Non-cash consultancy expenses |
|
|
9,117,666 |
|
|
|
21,408,671 |
|
| |
|
|
|
|
|
|
|
|
| ADJUSTED (LOSS) INCOME |
|
$ |
(3,035,048 |
) |
|
$ |
794,793 |
|
Revenue. Revenue for
the three months ended June 30, 2023 and 2022 was $1,540,919 and $4,693,058. The decrease in revenue of approximately $3,152,139 is primarily
due to the decrease from the sales of collectibles. During the three months ended June 30, 2023 and 2022, revenues were mainly attributable
to the lending segment representing 100% and 35.1%, and ACT segment representing 0% and 64.9%, respectively.
Cost of Revenue. Cost
of revenue of approximately $87,371 for the three months ended June 30, 2023 consisted primarily of interest expense and cost of collectibles.
The decrease in cost of revenues of approximately $347,390 from the comparable period in 2022 was mainly due to the decrease in sales
in ACT segment which led to the decrease in cost of collectibles.
Gross Profit. We achieved
a gross profit of $1,453,548 and $4,258,297 for the three months ended June 30, 2023, and 2022, respectively. The decrease in gross profit
for the three months ended June 30, 2023 was approximately $2,804,749, which was mainly due to the decrease in gross profit is primarily
attributable to decrease in our ACT segment volume.
Sales and marketing.
We incurred sales and marketing expenses of $94,351 and $6,892,199 for the three months ended June 30, 2023, and 2022, respectively. Sales
and marketing expenses consist primarily of costs related to public relations, consultancy fee, advertising and marketing programs, and
personnel-related expenses. Sales and marketing expense decreased by approximately $6,797,848 in the three months ended June 30, 2023
from $6,892,199 in the same period of 2022. The decrease was primarily due to the decrease in non-cash consultancy expenses charged by
consultants for marketing events for ACT segment.
Corporate development.
We incurred corporate development expenses of ($137) and $6,743,525 for the three months ended June 30, 2023, and 2022, respectively.
Corporate development expenses consist primarily of personnel-related expenses incurred to support our corporate development. Corporate
development expenses decreased by approximately $6,743,662 in the three months ended June 30, 2023 from $6,743,525 in the same period
of 2022. The increase was primarily due to the decrease in non-cash consultancy expense charged by consultants for corporate and community
development for ACT segment.
Technology and development.
We incurred technology and development expenses of $6,177 and $8,204,895 for the three months ended June 30, 2023, and 2022, respectively.
Technology and support expenses consist primarily of (i) development of the DOT (digital ownership token), an effective application of
NFT technologies to real world assets, both tangible and intangible, (ii) research and development of blockchain smart contracts and other
coding to apply the most suitable blockchains for DOTs and maintaining a distributed ledger to record all transactions and (iii) Development
of a client management system to facilitate the sale and purchase of DOTs by both crypto and non-crypto natives. Technology and development
expenses decreased by approximately $8,198,718 in the three months ended June 30, 2023 from $8,204,895 in the same period of 2022. The
increase was primarily due to the decrease in non-cash consultancy fee charged by 3D technology consultants for ACT segment.
General and administrative.
We incurred general and administrative expenses of $13,050,822 and $2,669,294 for the three months ended June 30, 2023, and 2022,
respectively. General and administrative expenses consist primarily of professional fees, audit fees, other miscellaneous expenses incurred
in connection with general operations and personnel-related expenses incurred to support our business, including legal, finance, executive,
and other support operations. General and administrative expenses increased by approximately $10,381,528 in the three months ended June
30, 2023 from $2,669,294 in the same period of 2022. The increase was primarily due to the increase directors’ remuneration, and
management fee charged by a related company owned by the director of the Company.
Other expense, net.
We incurred net other expense of $269,653 and $216,149 for the three months ended June 30, 2023 and 2022, respectively.
Income Tax Expense.
Our income tax expense for the three months ended June 30, 2023 and 2022 was $185,396 and $146,113, respectively.
Net Loss. During the
three months ended June 30, 2023 and 2022, we incurred a net loss of $12,152,714 and $20,613,878, respectively. The decrease in net loss
for the three months ended June 30, 2023 of $8,180,304 was mainly attributed from the decrease in operating expenses.
Comparison of the six
months ended June 30, 2023 and June 30, 2022
The following table sets
forth certain operational data for the six months ended June 30, 2023, compared to the six months ended June 30, 2022:
| |
|
Six months ended
June 30, |
|
| |
|
2023 |
|
|
2022 |
|
| Revenue: |
|
|
|
|
|
|
| Lending segment |
|
$ |
3,098,191 |
|
|
$ |
3,315,669 |
|
| Arts and collectibles technology (“ACT”) segment |
|
|
597,351 |
|
|
|
5,558,336 |
|
| Total revenue |
|
|
3,695,542 |
|
|
|
8,874,005 |
|
| Cost of revenue: |
|
|
|
|
|
|
|
|
| Lending segment |
|
|
(94,724 |
) |
|
|
(340,291 |
) |
| ACT segment |
|
|
(366,973 |
) |
|
|
(807,135 |
) |
| Gross profit |
|
|
3,233,845 |
|
|
|
7,726,579 |
|
| Operating expenses: |
|
|
|
|
|
|
|
|
| Sales and marketing |
|
|
(124,876 |
) |
|
|
(26,256,855 |
) |
| Corporate development |
|
|
(57,208 |
) |
|
|
(25,732,131 |
) |
| Technology and support |
|
|
(16,880 |
) |
|
|
(32,558,567 |
) |
| General and administrative |
|
|
(16,953,250 |
) |
|
|
(5,398,296 |
) |
| Loss from operations |
|
|
(13,918,369 |
) |
|
|
(82,219,270 |
) |
| Total other expense, net |
|
|
(495,205 |
) |
|
|
(432,484 |
) |
| Loss before income taxes |
|
|
(14,413,574 |
) |
|
|
(82,651,754 |
) |
| Income tax expense |
|
|
(355,462 |
) |
|
|
(357,268 |
) |
| |
|
|
|
|
|
|
|
|
| NET LOSS |
|
$ |
(14,769,036 |
) |
|
$ |
(83,009,022 |
) |
| Non-cash consultancy expenses |
|
|
166,249 |
|
|
|
83,776,171 |
|
| |
|
|
|
|
|
|
|
|
| ADJUSTED (LOSS) INCOME |
|
$ |
(14,413,574 |
) |
|
$ |
767,149 |
|
Revenue. Revenue for
the six months ended June 30, 2023 and 2022 was $3,695,242 and $8,874,005. The decrease in revenue of approximately $5,178,463 is primarily
due to the decrease from the sales of collectibles. During the three months ended June 30, 2023 and 2022, revenues were mainly attributable
to the lending segment representing 84% and 28%, and ACT segment representing 16% and 60%, respectively.
Cost of Revenue. Cost
of revenue of approximately $461,697 for the six months ended June 30, 2023 consisted primarily of interest expense and cost of collectibles.
The decrease in cost of revenues of approximately $685,729 from the comparable period in 2022 was mainly due to the decrease in sales
in ACT segment which led to the decrease in cost of collectibles.
Gross Profit. We achieved
a gross profit of $3,233,845 and $7,726,579 for the six months ended June 30, 2023, and 2022, respectively. The decrease in gross profit
for the three months ended June 30, 2023 was approximately $4,492,734, which was mainly due to the decrease in gross profit is primarily
attributable to decrease in our ACT segment volume.
Sales and marketing.
We incurred sales and marketing expenses of $124,876 and $26,256,855 for the six months ended June 30, 2023 and 2022, respectively. Sales
and marketing expenses consist primarily of costs related to public relations, consultancy fee, advertising and marketing programs, and
personnel-related expenses. Sales and marketing expense decreased by approximately $26,131,979 in the six months ended June 30, 2023 from
$26,256,855 in the same period of 2022. The decrease was primarily due to the decrease in non-cash consultancy expenses charged by consultants
for marketing events for ACT segment.
Corporate development.
We incurred corporate development expenses of $57,208 and $25,732,131 for the six months ended June 30, 2023 and 2022, respectively. Corporate
development expenses consist primarily of personnel-related expenses incurred to support our corporate development. Corporate development
expenses decreased by approximately $25,674,923 in the six months ended June 30, 2023 from $25,732,131 in the same period of 2022. The
increase was primarily due to the decrease in non-cash consultancy expense charged by consultants for corporate and community development
for ACT segment.
Technology and development.
We incurred technology and development expenses of $16,880 and $32,558,567 for the six months ended June 30, 2023 and 2022, respectively.
Technology and support expenses consist primarily of (i) development of the DOT (digital ownership token), an effective application of
NFT technologies to real world assets, both tangible and intangible, (ii) research and development of blockchain smart contracts and other
coding to apply the most suitable blockchains for DOTs and maintaining a distributed ledger to record all transactions and (iii) Development
of a client management system to facilitate the sale and purchase of DOTs by both crypto and non-crypto natives. Technology and development
expenses decreased by approximately $32,541,687 in the six months ended June 30, 2023 from $32,558,567 in the same period of 2022. The
increase was primarily due to the decrease in non-cash consultancy fee charged by 3D technology consultants for ACT segment.
General and administrative.
We incurred general and administrative expenses of $16,953,250 and $5,398,296 for the six months ended June 30, 2023, and 2022, respectively.
General and administrative expenses consist primarily of professional fees, audit fees, other miscellaneous expenses incurred in connection
with general operations and personnel-related expenses incurred to support our business, including legal, finance, executive, and other
support operations. General and administrative expenses increased by approximately $11,554,954 in the six months ended June 30, 2023 from
$5,398,296 in the same period of 2022. The increase was primarily due to the increase directors’ remuneration, and management fee
charged by a related company owned by the director of the Company.
Other expense, net.
We incurred net other income of $495,205 and $432,484 for the six months ended June 30, 2023 and 2022, respectively.
Income Tax expense.
Our income tax expense for the six months ended June 30, 2023 and 2022 was $355,462 and $357,268, respectively.
Net Loss Income. During
the six months ended June 30, 2023 and 2022, we incurred a net loss of $14,769,036 and (83,009,022, respectively. The decrease in net
loss for the six months ended June 30, 2023 of $59,775,431 was mainly attributed from the decrease in operating expenses.
Liquidity and Capital Resources
As of June 30, 2023 and December
31, 2022, we had cash and cash equivalents of $1,929,922 and $2,468,828.
We expect to incur significantly
greater expenses in the near future as we develop our arts and collectibles technology business or enter into strategic partnerships.
We also expect our general and administrative expenses to increase as we expand our finance and administrative staff, add infrastructure,
and incur additional costs related to being reporting act company, including directors’ and officers’ insurance and increased
professional fees.
We have never paid dividends
on our Common Stock. Our present policy is to apply cash to investments in product development, acquisitions or expansion; consequently,
we do not expect to pay dividends on Common Stock in the foreseeable future.
Going Concern Uncertainties
Our continuation as a going
concern is dependent upon improving our profitability and the continuing financial support from our stockholders. Our sources of capital
in the past have included the sale of equity securities, which include common stock sold in private transactions and public offerings,
lease liability and short-term and long-term debts. In addition, with respect to the ongoing and evolving coronavirus (COVID-19) outbreak,
which was designated as a pandemic by the World Health Organization on March 11, 2020, the outbreak has caused substantial disruption
in international economies and global trades and if repercussions of the outbreak are prolonged, could have a significant adverse impact
on our business. Given the addition political and public health challenges, our ability to obtain external financing or financing from
existing shareholders to fund our working capital needs has been materially and adversely impacted, and there can be no assurance that
we will be able to raise such additional capital resources on satisfactory terms. We believe that our current cash and other sources of
liquidity discussed below are adequate to support general operations for at least the next 12 months.
| | |
Six Months Ended
June 30, | |
| | |
2023 | | |
2022 | |
| Net cash (used in) provided by operating activities | |
$ | (14,945 | ) | |
$ | 2,992,746 | |
| Net cash provided by investing activities | |
| - | | |
| 28,601 | |
| Net cash used financing activities | |
$ | (317,976 | ) | |
$ | (2,366,830 | ) |
Net Cash (Used In) Provided by Operating Activities.
For the six months ended June
30, 2023, net cash used in operating activities was $14,945 which consisted primarily of a net loss of $14,769,036, imputed interest expense
of $460,893, amortization of $17,736,516, shares issued for services rendered of $10,299,592, a decrease in inventory of $7,436, an increase
in loan interest and fee receivables of $787,737, an increase in accounts payables of $369,578 and an increase in income tax payable of
$355,462; offset by a decrease in loan receivables of $177,057.
For the six months ended June 30, 2022, net cash
provided by operating activities was $2,992,746 which consisted primarily of a net loss of $83,009,022, imputed interest expense of $479,491,
amortization of $1,986,506, digital assets paid for expense of $5,584,209, shares issued for services rendered of $82,656,800, a decrease
in loan interest and fee receivables of $199,527, a decrease in inventory of $773,917, an increase in accrued consulting and service fee
of $1,089,371, an increase in accounts payables of $135,300 and an increase in income tax payable of $357,268; offset by digital assets
received of $5,746,724 and an increase in loan receivables of $1,600,347.
We expect to continue to rely
on cash generated through financing from our existing shareholders and private placements of our securities, however, to finance our operations
and future acquisitions.
Net Cash Provided by Investing Activities.
For the six months ended June
30, 2023 and 2022, net cash provided by investment activities was $0 and $28,601, respectively. The net cash used in investing activities
for the six months ended June 30, 2022 mainly consisted of cash from acquisition of a subsidiary of $33,336; offset by acquisition of
property and equipment of $2,861 and purchase of intangible assets of $1,874.
Net Cash Used In Financing Activities.
For the six months ended June
30, 2023, net cash provided by financing activities was $317,976 consisting of advance from related parties of 619,613; offset by repayment
of loan payables of $740,556 and repayment to convertible note payables of $197,033.
For the six months ended June 30, 2022, net cash
used in financing activities was $2,366,830 consisting of repayment of advance from related parties of $2,947,618; offset by proceeds
from loan payables of $580,788.
Material Cash Requirements
We have not achieved profitability
since our inception, and we expect to continue to incur net losses for the foreseeable future. We expect net cash expended in 2023 to
be significantly higher than 2022. As of June 30, 2023, we had an accumulated deficit of $142,876,256. Our material cash requirements
are highly dependent upon the additional financial support from our major shareholders in the next 12 - 18 months.
We had the following contractual
obligations and commercial commitments as of June 30, 2023:
| Contractual Obligations | |
Total | | |
Less than
1 year | | |
1-3 Years | | |
3-5 Years | | |
More than
5 Years | |
| | |
$ | | |
$ | | |
$ | | |
$ | | |
$ | |
| Amounts due to related parties | |
| 24,550,691 | | |
| 24,550,691 | | |
| – | | |
| – | | |
| – | |
| Operating lease liabilities | |
| 83,035 | | |
| 83,035 | | |
| – | | |
| – | | |
| – | |
| Other contractual liabilities (1) | |
| | | |
| | | |
| – | | |
| – | | |
| – | |
| Commercial commitments | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| Bank loan repayment | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| Total obligations | |
$ | 24,633,726 | | |
| 24,633,726 | | |
$ | – | | |
| – | | |
| – | |
| (1) | Includes all obligations included
in “Accrued liabilities and other payables” and “Accrued consulting and service fee” in current liabilities in
the “Unaudited Condensed Consolidated Balance Sheets” that are contractually fixed as to timing and amount. |
Off-Balance Sheet Arrangements
We have no outstanding off-balance
sheet guarantees, interest rate swap transactions or foreign currency contracts. We do not engage in trading activities involving non-exchange
traded contracts.
Contractual Obligations and Commercial Commitments
We have contractual obligations
and commercial commitments as of June 30, 2023.
As of June 30, 2023, the Company
had 800,000,000 shares of its common stock to be issued.
Critical Accounting Policies and Estimates
For a detailed description
of the Critical Accounting Policies and Estimates of the Company, please refer to Part II, ITEM 7 “MANAGEMENT’S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” in our Annual Report Form 10-K for the year ended December 31,
2022 filed with the SEC on April 17, 2023.
The Company has reviewed all
recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may
be expected to cause a material impact on its financial condition or the results of its operations.
ITEM 3 Quantitative and Qualitative Disclosures
about Market Risk
We are a smaller reporting
company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
ITEM 4 Controls and Procedure
Conclusion Regarding the
Effectiveness of Disclosure Controls and Procedures
We conducted an evaluation
of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e)
promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), under the supervision of and with the participation
of our management, including the Chief Executive Officer and Chief Financial Officer. Based on that evaluation, our management, including
the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures, subject to limitations
as noted below, as of June 30, 2023, and during the period prior to and including the date of this report, were effective to ensure that
all information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed,
summarized and reported, within the time periods specified in the Commission’s rule and forms; and (ii) accumulated and communicated
to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding
required disclosure.
Inherent Limitations
Because of its inherent limitations,
our disclosure controls and procedures may not prevent or detect misstatements. A control system, no matter how well conceived and operated,
can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations
in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any,
have been detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.
Changes in Internal Control
over Financial Reporting
Subject to the foregoing disclosure,
there were no changes in our internal control over financial reporting that occurred during our fiscal quarter ended June 30, 2023, that
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II OTHER INFORMATION
ITEM 1 Legal Proceedings
We are not a party to any
legal or administrative proceedings that we believe, individually or in the aggregate, would be likely to have a material adverse effect
on our financial condition or results of operations.
ITEM 1A Risk Factors
We are a smaller reporting
company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
ITEM 2 Unregistered Sales of Equity Securities
and Use of Proceeds
None.
ITEM 3 Defaults upon Senior Securities
None.
ITEM 4 Mine Safety Disclosures
Not applicable.
ITEM 5 Other Information
None.
ITEM 6 Exhibits
| Exhibit No. |
|
Description |
| 3.1 |
|
Articles of Incorporation and Certificate of Amendment to Articles of Incorporation (1) |
| 3.2 |
|
Amended and Restated Bylaws (2) |
| 4.1 |
|
Specimen certificate evidencing shares of Common Stock (6) |
| 4.2 |
|
Description of Securities (3) |
| 10.1 |
|
Technical Knowhow License & Servicing Agreement, dated July 1, 2021, by and between Coinllectibles Limited and Marvel Digital Group Limited (4) |
| 10.2 |
|
Services Agreement, dated July 1, 2021, by and between Coinllectibles Limited and Marvel Digital Group Limited (4) |
| 10.3 |
|
Equity Purchase Agreement, dated December 31, 2021, by and between Cosmos Group Holdings Inc. and Williamsburg Venture Holdings, LLC, a Nevada limited liability company (5) |
| 10.4 |
|
Registration Rights Agreement, dated December 31, 2021, by and between Cosmos Group Holdings Inc., and Williamsburg Venture Holdings, LLC (5) |
| 10.5 |
|
Consultancy Agreement, dated February 2, 2022, by and between First Technology Development Limited, a Hong Kong limited liability company, and Coinllectibles Limited, a British Virgin Islands limited liability company (6) |
| 10.6 |
|
Consultancy Agreement, dated February 2, 2022, by and between Silver Bloom Properties Limited, a Hong Kong and Coinllectibles Limited, a British Virgin Islands limited liability company (6) |
| 10.7 |
|
Consultancy Agreement, dated February 2, 2022, by and between Grace Time International Holdings Limited, a Hong Kong limited liability company, and Coinllectibles Limited, a British Virgin Islands limited liability company (6) |
| 21 |
|
Subsidiaries (4) |
| 31.1 |
|
Certification of Chief Executive Officer and Chief Financial Officer required under Rule 13a-14(a)/15d-14(a) under the Exchange Act.* |
| 32.1 |
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* |
| 101.INS |
|
Inline XBRL Instance Document.* |
| 101.SCH |
|
Inline XBRL Taxonomy Extension Schema Document.* |
| 101.CAL |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.* |
| 101.DEF |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.* |
| 101.LAB |
|
Inline XBRL Taxonomy Extension Label Linkbase Document.* |
| 101.PRE |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.* |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| * |
Filed herewith |
| |
|
| (1) |
Incorporated by reference from our Form 10 filed with the Securities and Exchange Commission on May 23, 2017. |
| (2) |
Incorporated by reference from our Form 10-SB filed with the Securities and Exchange Commission on January 19, 2000, under the name Interactive Marketing Technology, Inc. |
| (3) |
Incorporated by reference to Exhibit 4.2 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on June 25, 2021. |
| (4) |
Incorporated by reference to the Exhibits to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 15, 2022. |
| (5) |
Incorporated by reference to the Exhibits to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 6, 2022. |
| (6) |
Incorporated by reference to the Exhibits to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 16, 2022. |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
| |
COSMOS GROUP HOLDINGS INC. |
| |
|
| |
By: |
/s/ Man Chung Chan |
| |
|
Man Chung Chan |
| |
|
Chief Executive Officer,
Chief Financial Officer, Secretary |
| |
|
|
| Date: August 21, 2023 |
|
NONE
2468828
1532407
9924442
false
--12-31
Q2
0001706509
0001706509
2023-01-01
2023-06-30
0001706509
2023-08-18
0001706509
2023-06-30
0001706509
2022-12-31
0001706509
2023-04-01
2023-06-30
0001706509
2022-04-01
2022-06-30
0001706509
2022-01-01
2022-06-30
0001706509
2021-12-31
0001706509
2022-06-30
0001706509
us-gaap:CommonStockMember
2022-12-31
0001706509
us-gaap:TreasuryStockCommonMember
2022-12-31
0001706509
us-gaap:AdditionalPaidInCapitalMember
2022-12-31
0001706509
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2022-12-31
0001706509
us-gaap:RetainedEarningsMember
2022-12-31
0001706509
us-gaap:NoncontrollingInterestMember
2022-12-31
0001706509
us-gaap:CommonStockMember
2023-01-01
2023-03-31
0001706509
us-gaap:TreasuryStockCommonMember
2023-01-01
2023-03-31
0001706509
us-gaap:AdditionalPaidInCapitalMember
2023-01-01
2023-03-31
0001706509
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2023-01-01
2023-03-31
0001706509
us-gaap:RetainedEarningsMember
2023-01-01
2023-03-31
0001706509
us-gaap:NoncontrollingInterestMember
2023-01-01
2023-03-31
0001706509
2023-01-01
2023-03-31
0001706509
us-gaap:CommonStockMember
2023-03-31
0001706509
us-gaap:TreasuryStockCommonMember
2023-03-31
0001706509
us-gaap:AdditionalPaidInCapitalMember
2023-03-31
0001706509
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2023-03-31
0001706509
us-gaap:RetainedEarningsMember
2023-03-31
0001706509
us-gaap:NoncontrollingInterestMember
2023-03-31
0001706509
2023-03-31
0001706509
us-gaap:CommonStockMember
2023-04-01
2023-06-30
0001706509
us-gaap:TreasuryStockCommonMember
2023-04-01
2023-06-30
0001706509
us-gaap:AdditionalPaidInCapitalMember
2023-04-01
2023-06-30
0001706509
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2023-04-01
2023-06-30
0001706509
us-gaap:RetainedEarningsMember
2023-04-01
2023-06-30
0001706509
us-gaap:NoncontrollingInterestMember
2023-04-01
2023-06-30
0001706509
us-gaap:CommonStockMember
2023-06-30
0001706509
us-gaap:TreasuryStockCommonMember
2023-06-30
0001706509
us-gaap:AdditionalPaidInCapitalMember
2023-06-30
0001706509
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2023-06-30
0001706509
us-gaap:RetainedEarningsMember
2023-06-30
0001706509
us-gaap:NoncontrollingInterestMember
2023-06-30
0001706509
us-gaap:CommonStockMember
2021-12-31
0001706509
us-gaap:TreasuryStockCommonMember
2021-12-31
0001706509
us-gaap:AdditionalPaidInCapitalMember
2021-12-31
0001706509
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2021-12-31
0001706509
us-gaap:RetainedEarningsMember
2021-12-31
0001706509
us-gaap:NoncontrollingInterestMember
2021-12-31
0001706509
us-gaap:CommonStockMember
2022-01-01
2022-03-31
0001706509
us-gaap:TreasuryStockCommonMember
2022-01-01
2022-03-31
0001706509
us-gaap:AdditionalPaidInCapitalMember
2022-01-01
2022-03-31
0001706509
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2022-01-01
2022-03-31
0001706509
us-gaap:RetainedEarningsMember
2022-01-01
2022-03-31
0001706509
us-gaap:NoncontrollingInterestMember
2022-01-01
2022-03-31
0001706509
2022-01-01
2022-03-31
0001706509
us-gaap:CommonStockMember
2022-03-31
0001706509
us-gaap:TreasuryStockCommonMember
2022-03-31
0001706509
us-gaap:AdditionalPaidInCapitalMember
2022-03-31
0001706509
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2022-03-31
0001706509
us-gaap:RetainedEarningsMember
2022-03-31
0001706509
us-gaap:NoncontrollingInterestMember
2022-03-31
0001706509
2022-03-31
0001706509
us-gaap:CommonStockMember
2022-04-01
2022-06-30
0001706509
us-gaap:TreasuryStockCommonMember
2022-04-01
2022-06-30
0001706509
us-gaap:AdditionalPaidInCapitalMember
2022-04-01
2022-06-30
0001706509
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2022-04-01
2022-06-30
0001706509
us-gaap:RetainedEarningsMember
2022-04-01
2022-06-30
0001706509
us-gaap:NoncontrollingInterestMember
2022-04-01
2022-06-30
0001706509
us-gaap:CommonStockMember
2022-06-30
0001706509
us-gaap:TreasuryStockCommonMember
2022-06-30
0001706509
us-gaap:AdditionalPaidInCapitalMember
2022-06-30
0001706509
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2022-06-30
0001706509
us-gaap:RetainedEarningsMember
2022-06-30
0001706509
us-gaap:NoncontrollingInterestMember
2022-06-30
0001706509
cosg:MassiveTreasureLimitedMember
2023-01-01
2023-06-30
0001706509
cosg:MassiveTreasureLimitedMember
2023-06-30
0001706509
cosg:CoinllectiblesDeFiLimitedMember
2023-01-01
2023-06-30
0001706509
cosg:CoinllectiblesDeFiLimitedMember
2023-06-30
0001706509
cosg:CoinllectiblesPrivateLimitedMember
2023-01-01
2023-06-30
0001706509
cosg:CoinllectiblesPrivateLimitedMember
2023-06-30
0001706509
cosg:HealthyFinanceLimitedMember
2023-01-01
2023-06-30
0001706509
cosg:HealthyFinanceLimitedMember
2023-06-30
0001706509
cosg:EightMLimitedMember
2023-01-01
2023-06-30
0001706509
cosg:EightMLimitedMember
2023-06-30
0001706509
cosg:DragonGroupMortgageLimitedMember
2023-01-01
2023-06-30
0001706509
cosg:DragonGroupMortgageLimitedMember
2023-06-30
0001706509
cosg:EOnFinanceLimitedMember
2023-01-01
2023-06-30
0001706509
cosg:EOnFinanceLimitedMember
2023-06-30
0001706509
cosg:LeeKeeFinanceLimitedMember
2023-01-01
2023-06-30
0001706509
cosg:LeeKeeFinanceLimitedMember
2023-06-30
0001706509
cosg:RichFinanceHongKongLimitedMember
2023-01-01
2023-06-30
0001706509
cosg:RichFinanceHongKongLimitedMember
2023-06-30
0001706509
cosg:LongJourneyFinanceLimitedMember
2023-01-01
2023-06-30
0001706509
cosg:LongJourneyFinanceLimitedMember
2023-06-30
0001706509
cosg:VaavLimitedMember
2023-01-01
2023-06-30
0001706509
cosg:VaavLimitedMember
2023-06-30
0001706509
cosg:StarCreditLimitedMember
2023-01-01
2023-06-30
0001706509
cosg:StarCreditLimitedMember
2023-06-30
0001706509
cosg:NFTLimitedMember
2023-01-01
2023-06-30
0001706509
cosg:NFTLimitedMember
2023-06-30
0001706509
cosg:GrandwayWorldwideHoldingLimitedMember
2023-01-01
2023-06-30
0001706509
cosg:GrandwayWorldwideHoldingLimitedMember
2023-06-30
0001706509
cosg:GrandTownDevelopmentLimitedMember
2023-01-01
2023-06-30
0001706509
cosg:GrandTownDevelopmentLimitedMember
2023-06-30
0001706509
cosg:GrandGalleryLimitedMember
2023-01-01
2023-06-30
0001706509
cosg:GrandGalleryLimitedMember
2023-06-30
0001706509
cosg:PhoenixWatersGroupLimitedMember
2023-01-01
2023-06-30
0001706509
cosg:PhoenixWatersGroupLimitedMember
2023-06-30
0001706509
srt:MinimumMember
2023-01-01
2023-06-30
0001706509
srt:MaximumMember
2022-01-01
2022-06-30
0001706509
us-gaap:ComputerEquipmentMember
2023-06-30
0001706509
currency:HKD
2023-06-30
0001706509
currency:HKD
2022-06-30
0001706509
currency:SGD
2023-06-30
0001706509
currency:SGD
2022-06-30
0001706509
cosg:LendingSegmentMember
2023-04-01
2023-06-30
0001706509
cosg:ACTSegmentMember
2023-04-01
2023-06-30
0001706509
cosg:TotalMember
2023-04-01
2023-06-30
0001706509
cosg:LendingSegmentMember
2022-04-01
2022-06-30
0001706509
cosg:ACTSegmentMember
2022-04-01
2022-06-30
0001706509
cosg:TotalMember
2022-04-01
2022-06-30
0001706509
cosg:LendingSegmentMember
2023-01-01
2023-06-30
0001706509
cosg:ACTSegmentMember
2023-01-01
2023-06-30
0001706509
cosg:TotalMember
2023-01-01
2023-06-30
0001706509
cosg:LendingSegmentMember
2022-01-01
2022-06-30
0001706509
cosg:ACTSegmentMember
2022-01-01
2022-06-30
0001706509
cosg:TotalMember
2022-01-01
2022-06-30
0001706509
cosg:HongKongMember
2023-04-01
2023-06-30
0001706509
cosg:HongKongMember
2022-04-01
2022-06-30
0001706509
cosg:HongKongMember
2023-01-01
2023-06-30
0001706509
cosg:HongKongMember
2022-01-01
2022-06-30
0001706509
cosg:AroundTheWorldMember
2023-04-01
2023-06-30
0001706509
cosg:AroundTheWorldMember
2022-04-01
2022-06-30
0001706509
cosg:AroundTheWorldMember
2023-01-01
2023-06-30
0001706509
cosg:AroundTheWorldMember
2022-01-01
2022-06-30
0001706509
srt:MaximumMember
2023-01-01
2023-06-30
0001706509
srt:MinimumMember
2022-01-01
2022-06-30
0001706509
cosg:PersonalLoansMember
2023-06-30
0001706509
cosg:PersonalLoansMember
2022-12-31
0001706509
us-gaap:CommercialLoanMember
2023-06-30
0001706509
us-gaap:CommercialLoanMember
2022-12-31
0001706509
cosg:MortgageLoansMember
2023-06-30
0001706509
cosg:MortgageLoansMember
2022-12-31
0001706509
cosg:AcquiredTechnologySoftwareMember
2023-06-30
0001706509
cosg:AcquiredTechnologySoftwareMember
2022-12-31
0001706509
cosg:TrademarksAndTradeNameMember
2023-06-30
0001706509
cosg:TrademarksAndTradeNameMember
2022-12-31
0001706509
us-gaap:OtherIntangibleAssetsMember
2023-06-30
0001706509
srt:MinimumMember
2023-06-30
0001706509
srt:MaximumMember
2023-06-30
0001706509
us-gaap:LoansPayableMember
2023-04-01
2023-06-30
0001706509
us-gaap:LoansPayableMember
2022-04-01
2022-06-30
0001706509
us-gaap:LoansPayableMember
2023-01-01
2023-06-30
0001706509
us-gaap:LoansPayableMember
2022-01-01
2022-06-30
0001706509
2022-01-01
2022-12-31
0001706509
cosg:MrChanMember
2022-08-01
2022-08-02
0001706509
cosg:GrandGalleryLimitedMember
2022-08-01
2022-08-02
0001706509
cosg:MrChanMember
2022-08-02
0001706509
cosg:ChanHinYipNoteMember
2022-08-02
0001706509
2022-11-01
2022-11-11
0001706509
2022-11-11
0001706509
cosg:DiagonalNoteMember
2022-08-01
2022-08-26
0001706509
cosg:DiagonalNoteMember
2022-08-26
0001706509
cosg:DirectorsMember
2023-06-30
0001706509
cosg:MassiveTreasureLimitedMember
2022-12-31
0001706509
cosg:DirectorsMember
2022-12-31
0001706509
cosg:MrTanMember
2022-12-31
0001706509
cosg:MrTanMember
2021-12-31
0001706509
srt:MaximumMember
2017-12-25
2018-01-01
0001706509
srt:MinimumMember
2017-12-25
2018-01-01
0001706509
cosg:RepublicOfSingaporeMember
2023-01-01
2023-06-30
0001706509
srt:MinimumMember
country:HK
2023-01-01
2023-06-30
0001706509
srt:MaximumMember
country:HK
2023-01-01
2023-06-30
0001706509
country:US
2023-01-01
2023-06-30
0001706509
country:HK
2023-06-30
0001706509
country:SG
2023-01-01
2023-06-30
0001706509
country:US
2023-06-30
0001706509
country:HK
2023-01-01
2023-06-30
0001706509
cosg:DirectorsMember
2023-04-01
2023-06-30
0001706509
cosg:DirectorsMember
2022-04-01
2022-06-30
0001706509
cosg:MrTanMember
2023-04-01
2023-06-30
0001706509
cosg:MrTanMember
2022-04-01
2022-06-30
0001706509
cosg:DirectorsMember
2023-01-01
2023-06-30
0001706509
cosg:DirectorsMember
2022-01-01
2022-06-30
0001706509
cosg:MrTanMember
2023-01-01
2023-06-30
0001706509
cosg:MrTanMember
2022-01-01
2022-06-30
0001706509
cosg:WilliamsburgVentureHoldingsLLCMember
2021-12-31
2021-12-31
xbrli:shares
iso4217:USD
iso4217:USD
xbrli:shares
xbrli:pure
iso4217:HKD
1. I have reviewed this
quarterly report on Form 10-Q of Cosmos Group Holdings Inc.;
2. Based on my knowledge,
this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge,
the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s
other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and have:
5. The registrant’s
other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent
function):
In connection with the Quarterly
Report of Cosmos Group Holdings Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2023, as filed with the Securities
and Exchange Commission on the date hereof (the “Report”), Man Chung Chan, Chief Executive Officer, Chief Financial Officer
and Secretary of the Company, certify, pursuant to 18 U.S.C. section 1350 of the Sarbanes-Oxley Act of 2002, that:
A signed original of this written statement required
by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within
the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to
the Securities and Exchange Commission or its staff upon request.