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EX-32.2 - EX-32.2 - Cosmos Group Holdings Inc.cosmos_ex322.htm
EX-32.1 - EX-32.1 - Cosmos Group Holdings Inc.cosmos_ex321.htm
EX-31.2 - EX-31.2 - Cosmos Group Holdings Inc.cosmos_ex312.htm
EX-31.1 - EX-31.1 - Cosmos Group Holdings Inc.cosmos_ex311.htm
EX-24.4 - EX-24 - Cosmos Group Holdings Inc.cosmos_ex24.htm
EX-21.1 - EX-21 - Cosmos Group Holdings Inc.cosmos_ex21.htm
EX-4.2 - EX-4.2 - Cosmos Group Holdings Inc.cosmos_ex42.htm

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2020

 

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ____________ to ____________

 

Commission file number: 000-54288

 

COSMOS GROUP HOLDINGS INC.

(Exact name of registrant as specified in its charter)

 

NEVADA

 

22-3617931

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

 

 

Rooms 1309-11, 13th Floor, Tai Yau Building,

No. 181 Johnston Road

Wanchai, Jong Kong

 

N/A

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: +852 3643 1111

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Name of each exchange on which registered

N/A

 

N/A

 

Securities registered pursuant to Section 12(g) of the Act: Common Stock

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐    No ☒ 

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☒    No ☐

 

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 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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  

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐    No ☒

 

Approximate aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2020, based upon the closing sale price reported by the Over-the-Counter Bulletin Board on that date: US$8,155,812.

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

 

Common Stock

 

Outstanding at May 5, 2021

Common Stock, US$.001 par value per share

 

21,536,933 shares

 

DOCUMENTS INCORPORATED BY REFERENCE: None

  

 
 

  

TABLE OF CONTENTS

 

 

 

 

Page

 

Part I

\

 

 

 

Item 1

Business

 

1

 

Item 1A

Risk Factors

 

14

 

Item 1B

Unresolved Staff Comments

 

14

 

Item 2

Properties

 

14

 

Item 3

Legal Proceedings

 

14

 

Item 4

Mine Safety Disclosures

 

14

 

Part II

 

 

 

 

Item 5

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

15

 

Item 6

Selected Financial Data

 

15

 

Item 7

Management’s Discussion and Analysis of Financial Condition and Results of Operation

 

16

 

Item 7A

Quantitative and Qualitative Disclosures about Market Risk

 

25

 

Item 8

Financial Statements and Supplementary Data

 

25

 

Item 9

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

26

 

Item 9A

Controls and Procedures

 

26

 

Item 9B

Other Information

 

26

 

Part III

 

 

 

 

Item 10

Directors and Executive Officers and Corporate Governance

 

27

 

Item 11

Executive Compensation

 

28

 

Item 12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

32

 

Item 13

Certain Relationships and Related Transactions, and Director Independence

 

32

 

Item 14

Principal Accounting Fees and Services

 

33

 

Part IV

 

 

 

 

Item 15

Exhibits, Financial Statement Schedules

 

34

 

Signatures

 

 

35

 

 

 

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PART I

 

Forward Looking Statements

 

This Form 10-K contains “forward-looking” statements including statements regarding our expectations of our future operations. For this purpose, any statements contained in this Form 10-K that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” or “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control.

 

These risks and uncertainties include international, national, and local general economic and market conditions; our ability to sustain, manage, or forecast growth, our ability to successfully make and integrate acquisitions, new product development and introduction, existing government regulations and changes in, or the failure to comply with, government regulations, adverse publicity, competition, the loss of significant customers or suppliers, fluctuations and difficulty in forecasting operating results, change in business strategy or development plans, business disruptions, the ability to attract and retain qualified personnel, the ability to protect technology, and the risk of foreign currency exchange rate. Although the forward-looking statements in this report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. In light of these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Except as required by law, we undertake no obligation to announce publicly revisions we make to these forward-looking statements to reflect the effect of events or circumstances that may arise after the date of this report. All written and oral forward-looking statements made subsequent to the date of this report and attributable to us or persons acting on our behalf are expressly qualified in their entirety by this section.

 

ITEM 1. DESCRIPTION OF BUSINESS.

 

OVERVIEW

 

As of December 31, 2019, we operated two business segments: specialty commercial logistics and artificial intelligence education business, or the AI Education business. Our specialty commercial logistic company operates through Lee Tat Transportation Int’l Limited, our wholly owned Hong Kong subsidiary (“Lee Tat”), and provides logistics and delivery services to commercial clients located in Hong Kong. We offer services to the cable supply industry in Hong Kong, and expect to provide small parcel delivery service in cities near Shanghai in the near future. Lee Tat was organized as a private limited liability company on August 11, 2014, in Hong Kong. We acquired Lee Tat on May 12, 2017.

 

We operated our artificial intelligence educational business through our wholly owned subsidiaries Cosmos Robotor Holdings Limited 環球機械智能集團有限公司, a British Virgin Islands corporation (“Cosmos Robotor”), organized May 7, 2019, AiTeach International Limited, a Hong Kong limited liability company, organized June 3, 2019.  Our AI business generated no or nominal revenues.

 

We had initially intended to focus on our resources on developing our AI Education business in mainland China. The challenges presented by Hong Kong’s political situation, US-China trade tensions and the effect of the COVID-19 virus, however, have materially and adversely affected our business plan of developing the AI Education business and our logistics business as a whole. As a result, we did not generate any revenue from our AI Education Business during the year ended December 31, 2019. In light of the challenges presented by the early stage of development of our AI Education business and the long-term impact of the COVID-19 virus on the education industry and Hong Kong industry in general, we decided to discontinue and exit from the AI Education business by the end of first quarter 2020. As a result:

 

·

On December 27, 2019, the parties mutually unwound the Company’s acquisition of Hong Kong Healthtech Limited, a Hong Kong limited liability company. As a result, 5,100 Ordinary Shares of HKHL were returned to Wing Lok Jonathan SO and the 6,232,951 shares of our common stock issued in exchange therefor were returned to us for cancellation. On December 30, 2019, Kai Chi WONG resigned from his position as Chief Operating Officer of the Company. Koon Wing Cheung intends to transfer to Kai Chi WONG 215,369 shares of Common Stock of the Company as a token of appreciation of Mr. Wong’s contribution to the Company.

 

 
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·

The Employment Agreement, dated July 19, 2019, by and between Cosmos Group Holdings, Inc. and Wing Lok Jonathan SO was terminated by the parties thereto effective on March 31, 2020.

 

·

Syndicate Capital (Asia) Limited intends to transfer back to Koon Wing Cheung 1,503,185 of the Company’s common stock (of the 2,149,293, shares previously transferred to Syndicate Capital (Asia) Limited from Koon Wing Cheung), with the balance of the 646,108 shares retained by Syndicate Capital (Asia) Limited as consideration for Mr. Tze Wai Albert YIP’s contributions to the Company.

 

·

Mr Tze Wai Albert YIP shall resign from his position as the Chief Financial Officer, effective on 30 April 2020.

 

We reported a net loss of $683,537 and a net income of $5,800 for the years ended December 31, 2019, and 2018, respectively. We had current assets of $105,649 and $66,245 as of December 31, 2020 and 2019. Our auditors have prepared our financial statements for the years ended December 31, 2020 and 2019 assuming that we will continue as a going concern. 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 advances from directors and related parties as well as the sale of equity securities, which include common stock sold in private transactions 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.

 

Our corporate organization chart is below.

 

 

We are organized under the laws of the State of Nevada as a holding company that conducts its business through subsidiaries organized under the laws of foreign jurisdictions such as Hong Kong. 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, or to effect service of process on the officers and directors managing the foreign subsidiaries.

 

History

 

We were incorporated in the state of Nevada on August 14, 1987, under the name Shur De Cor, Inc. and engaged in developing certain mining claims. In April 1999, Shur De Cor merged with Interactive Marketing Technology, a New Jersey corporation that was engaged in the business of developing and direct marketing of consumer products. As the surviving company, Shur De Cor changed its name to Interactive Marketing Technology, Inc. Shur De Cor's then management resigned and the management of Interactive New Jersey became the Company’s management. The prior management of Shur De Cor retained Shur De Cor’s business and assets. After that acquisition, the Company, through a wholly owned subsidiary, IMT's Plumber, Inc., produced, marketed, and sold a licensed product called the Plumber's Secret, which was discontinued in fiscal 2001. In May 2002, the Company ceased to actively pursue its product development and marketing business and actively sought to either acquire a third party, merge with a third party or pursue a joint venture with a third party in order to re-enter its former business of development and direct marketing of proprietary consumer products in the United States and worldwide.

 

 
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On November 17, 2004, the Company acquired MPL, a company organized under the laws of the British Virgin Islands, and its subsidiaries in accordance with the terms of a Share Exchange Agreement executed by the parties (the “2004 Agreement”). In connection with the acquisition, the Company issued an aggregate of 109,623,006 shares of its common stock to Imperial International Limited, a company incorporated under the laws of the British Virgin Islands (“Imperial”), the sole shareholder of MPL, in exchange for 100% of the issued and outstanding shares of MPL capital stock (the "2004 Share Exchange"). Upon completion of the share exchange, MPL became the Company's wholly owned subsidiary and the Company’s former owner transferred control of the Company to Imperial.

 

In connection with the 2004 Share Exchange, the Company: (i) changed its name from Interactive Marketing Technology, Inc. to China Artists Agency, Inc. ("China Artists"); (ii) obtained a new stock symbol, "CAAY", and CUSIP Number, effective on December 21, 2004; (iii) increased its authorized common stock to 200,000,000 shares; (iv) effectuated a 1 for 1.69 reverse stock split; and (v) spun off the Company’s existing business into a separate public company, All Star Marketing, Inc., a Nevada corporation ("All Star"). All Star was formed as a wholly owned subsidiary of the Company.

 

Effective July 22, 2010, the Company merged with Safe and Secure TV Channel, LLC, a Delaware limited liability company (the “Merger”). In connection with the Merger, the management of the Company resigned and was replaced by the management and principals of Safe and Secure TV Channel, LLC. The holders of interests in Safe and Secure TV Channel, LLC exchanged their interests for approximately 50.2% of the issued and outstanding stock of the Company.

 

On February 15, 2016, the Company sold to Asia Cosmos Group Limited, a private limited liability company incorporated under the laws of British Virgin Islands (“ACOSG”), 10,000,000 shares of its common stock at a per share price of $0.027. ACOSG’s sole shareholder is Miky Wan.

 

In connection with the private placement to ACOSG, a change of control occurred and Bryan Glass resigned from his position as President, Secretary, Treasurer and Chairman of the Company. Miky Wan was appointed to serve as Chief Executive Officer, Chief Operating Officer, President and Director, effective February 19, 2016. Peter Tong, our Chief Financial Officer, Secretary and director continued in his positions with the Company. Calvin K.W. Lai, Anthony H.H. Chan, Jenher Jeng, Alice K.M. Tang, Connie Y.M. Kwok were appointed to serve on our Board of Directors effective February 19, 2016. Effective February 26, 2016, the Company changed its name to Cosmos Group Holdings Inc. and filed a Certificate of Amendment to such effect with the Nevada Secretary of State.

 

 
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On September 27, 2016, Peter Tong and Calvin Lai resigned from all of their positions with the Company. Connie Y.M. Kwok was appointed to serve as the Secretary and Miky Wan, our Chief Executive Officer, was appointed to serve as the interim Chief Financial Officer.

 

Acquisition of Lee Tat, Our Logistics Business

 

On May 12, 2017, we acquired all of the issued and outstanding shares of Lee Tat from Mr. Koon Wing CHEUNG, Lee Tat’s sole shareholder, in exchange for 219,222,938 shares of our issued and outstanding common stock. In connection with the Lee Tat acquisition, Miky Wan resigned from her positions as Chief Executive Officer and Chief Operating Officer and Koon Wing CHEUNG and Yongwei HU were appointed to serve as our Chief Executive Officer and Chief Operating Officer, respectively, and also as our directors. In addition, Anthony H.H. CHAN and Alice K. M. TANG resigned from their positions as directors, and Zhigang LIAO and Weiming CHEN were appointed to fill the vacancies created by their resignations.

 

Termination of Our Vehicle Sales and Leasing Business

 

Our prior business plan was to develop an ecosystem to address the entire vehicle purchasing, leasing and maintenance process. Our former cooperation partner, Foshan YY Car Rental Limited (“YY”), was a part of our ability to offer future car purchasing services and investment vehicle leasing services. Effective July 15, 2018, our Board of Directors dismissed Huan-Ting Peng, our Chief Operating Officer and the statutory representative of our WFOE, from all of her positions with the company and its subsidiaries and affiliated entities. Miky Wan, our President, interim Chief Financial Officer and Director, was concurrently appointed to fill the vacancies created by Ms. Peng’s removal and to serve as our Chief Operating Officer and statutory representative of WFOE. Concurrently with the dismissal of Ms. Peng, our Board of Directors also terminated the Car Rental Collaboration Agreement with YY. Ms. Peng owns approximately 51%of YY and is an officer and executive director of YY.

 

On September 30, 2018, we sold all of our interests in COSG International to LilunGan, an unaffiliated third party, for cash consideration of Ten Thousand Dollars (US$10,000), which is the stated value of COSG International. COSG International was our wholly owned subsidiary and investment holding company that held all of the issued and outstanding securities of WFOE. We operated our future car purchasing and investment vehicle leasing services and memberships through WFOE. The sale of our interests in COSG International represented the cessation of our future car purchasing and investment vehicle leasing services business.

 

Termination of Our Artificial Intelligence Educational Content Business

 

Acquisition and Rescission of Acquisition of HKHL

 

In July 2019, we entered into the business of developing and delivering educational content. On July 19, 2019, we acquired 5,100 Ordinary Shares of Hong Kong Healthtech Limited, a limited company organized under the laws of Hong Kong (“HKHL”), from Wing Lok Jonathan SO (“SWL”) pursuant to the terms of a Share Exchange Agreement (the “Share Exchange Agreement”). Such securities represented approximately 51% of the issued and outstanding securities of HKHL. As consideration, we issued 6,232,951 shares of our common stock, at a per share price of US$8.99.

 

In connection with the Share Exchange, we entered into an Intellectual Property Ownership and License Agreement with HKHL, 深圳傅正勤教育科技有限公司Shenzhen Fu Zheng Qin Education Technology Limited (formerly known as Shenzhen Yongle Innovative Education Limited) (“SZFZQ”) and their affiliates (the “IP License Agreement”), pursuant to which we licensed from HKHL, SZFZQ and their affiliates the right to exploit certain intellectual property related to the operations of the AI education business on a worldwide, non-exclusive, perpetual, royalty-free and irrevocable basis. We also entered into employment agreements with the following individuals in connection with their appointment to the offices set forth next to their names:

    

Tze Wai Albert YIP

Chief Financial Officer

Wing Lok Jonathan SO

Chief Strategy Officer

Kai Chi WONG

Chief Operating Officer

 

 
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In addition, we entered into a Consulting Agreement with Hung-Yi pursuant to which Mr. Hung agreed to provide certain research and development plans, develop strategic partnerships, and assist the Company in meeting certain financial targets in exchange for 1,074,647 shares of our common stock, at a per share price of US$8.99 (the “Hung Shares”).

 

Effective November 12, 2019, the parties terminated the Consulting Agreement, and Mr. Hung agreed to return the Hung Shares to the Company for cancellation. On December 27, 2019, the parties mutually terminated the Share Exchange Agreement and IP License Agreement. As a result, 5,100 Ordinary Shares of HKHL were returned to SWL and the 6,232,951 shares of our common stock issued in exchange therefor were returned to us for cancellation. On December 30, 2019, Kai Chi WONG resigned from his position as Chief Operating Officer of the Company. Koon Wing Cheung intends to transfer to Kai Chi WONG 215,369 shares of Common Stock of the Company as a token of appreciation of Mr. Wong’s contribution to the Company.

 

HKHL and SZFZQ continue their relationship with COSG as a key supplier of educational content pursuant to that certain Supply and Service Agreement (the “Supply and Service Agreement”) with HKHL and SZFZQ dated December 24, 2019. Pursuant to the Supply and Service Agreement, HKHL and SZFZQ agreed to provide us with overall operational advisory services relating to the development and delivery of educational content, technical support related to certain intellectual property previously licensed by COSG from HKHL (the “IP”), and grant to us a worldwide, non-exclusive, perpetual irrevocable right and license to use the IP.HKHL and SZFZQ will receive up to an aggregate of 44,000 shares of our common stock and options to acquire such additional shares of our common stock at a per share price to be mutually determined by the parties in the future. HKHL and SZFZQ will also receive a license fee for the IP in accordance with terms more fully set forth in the Supply and Service Agreement. The Supply and Service Agreement has an initial term of five (5) years with the option to renew every ten (10) years upon the agreement of the parties. The foregoing description of the Supply and Service Agreement is qualified in its entirety by reference to such agreement which is filed as Exhibit 10.8 to this Annual Report.

 

We had initially intended to focus on our resources on developing our AI Education business. The challenges presented by Hong Kong’s political situation, US-China trade tensions and the effect of the COVID-19 virus, however, have materially and adversely affected Asia’s economic condition, our ability to obtain the financing necessary to implement our business plan and our ability to the AI Education business and our logistics business as a whole. As a result, we did not generate any revenue from our AI Education Business during the year ended December 31, 2019. In light of the challenges presented by the early stage of development of our AI Education business and the long-term impact of the COVID-19 virus on the education industry and Hong Kong industry in general, we decided to discontinue and exit from the AI Education business by the end of first quarter 2020. As a result,

 

·

The Employment Agreement, dated July 19, 2019, by and between Cosmos Group Holdings, Inc. and Wing Lok Jonathan SO was terminated by the parties thereto effective on March 31, 2020.

 

·

Syndicate Capital (Asia) Limited intends to transfer back to Koon Wing Cheung 1,503,185 shares of the Company’s common stock (of the 2,149,293, shares previously transferred to Syndicate Capital (Asia) Limited from Koon Wing Cheung), with the balance of the 646,108 shares retained by Syndicate Capital (Asia) Limited as consideration for Mr. Tze Wai Albert YIP’s contributions to the Company.

 

·

Mr Tze Wai Albert YIP resigned from his position as the Chief Financial Officer, effective on 30 April 2020.

 

 
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Market Overview

 

The Logistics Market

 

According to the Research by HKTDC published in April 2019, the logistic market of Hong Kong and China will be benefited by the below factors:

 

Guangdong-Hong Kong-Macau Bay Area Development

 

The Greater Bay Area development allows integration of transport networks in the region, including air cargo, ground transportation and warehousing services. Not only Hong Kong, but the four neighboring airports in the mainland have seen rapid growth in terms of air cargo logistics. Service providers can now work together more closely to seize opportunities and build a strategic co-operation platform for air transport. The Hong Kong-Zhuhai-Macau Bridge (HKZMB), a large-scale cross-border infrastructure linking the three places, is expected to improve connections between cities and make journeys between them quicker. We expect cargo movement between Hong Kong and western PRD to be further enhanced.

 

E-commerce Opportunities

 

E-commerce represents a competitive pressure to traditional brick and mortar retailers, but it has also created enormous opportunities for air cargo. Consumers demand for speed and reliability and air cargo services would have a significant advantage. According to Airports Council International, the 8% expansion in total cargo handled at all airports worldwide and the 10% growth in international freight in 2017 were mainly driven by e-commerce. However, online retail accounts for less than 10% of total retail sales worldwide, which indicates that there is still huge potential for e-commerce as a future growth driver for the air cargo industry. Air cargo is also likely to be bolstered by the improvement in Asia’s overall manufacturing capability and the continuing shift to Asia of the production of high-value goods. Goods such as telecom equipment and electronic devices and parts are always transported by air, as product life cycles shorten.

 

Technology Trends

 

New technologies play an increasingly important role for the logistics industry to improve its operational efficiency. The adoption of automatic identification and data capture (AIDC) technology, which enables users to gain automatic access to information, as well as identify, collect and store data directly to a computer system, is expected to become more prevalent as radio frequency identification (RFID) sensors and Bluetooth technology are implemented throughout the industry. Robotics will also be an important logistics technology trend in the near future. Amazon acquired Kiva Systems back in 2012 and it’s now known as Amazon Robotics. This will result in increased usage of robots in logistics and warehouse operations such as parking and picking. The rising of the Internet of Things (IoT) will also encourage the adoption of mobile apps among logistics service providers which can be used for tracking and customer service interactions.

 

Our Business

 

Logistics Business

 

Lee Tat Transportation Int’l Limited was originally formed as a sole proprietorship in August 11, 1995, and was incorporated on August 11, 2014. Prior to our acquisition, Lee Tat was wholly owned by Koon Wing CHEUNG, its Chief Executive Officer and Chief Financial Officer. Lee Tat initially provided express delivery for commercial clients, delivering small goods to factories and offices in Hong Kong. In 2016, Lee Tat’s conducted its business solely in Hong Kong.

 

In 2005, in response to the relocation of many local factories to mainland China, we began to focus on providing express delivery and logistic services to local cable and data equipment suppliers, delivering goods to their customers such as construction companies. Hong Kong is a well-developed city with respect to wireless and telecom communication. Because the useful life of cable is 5-10 years and data equipment is 3 years, there is a high demand for equipment replacement. As most of the repairing work happens in night-time, many small and medium cable suppliers outsource to logistic companies to deliver their products to their customers. We currently serve up to 70% of cable suppliers and cable trading companies in Hong Kong and deliver cable wire material to different contracting sites.

 

 
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We provide our delivery services through direct delivery (Direct Model) and through our network of subcontractors (Network Model) as well as other custom value-added logistics services. In Hong Kong, we direct deliver small goods and primarily work with six network business sub-contractors to find the most competitive partner to deliver our client’s cable products.

 

Pricing determination

 

Pricing of our services is based on our operating costs, services requested and fees assessed by our network partners, market conditions and competition. We participate in a fee sharing arrangement in which the pickup and delivery outlets share the delivery service fees of each delivery order. When we deliver through our network partners, we allocate a portion of the services fees, or network transit fees, to our network partners for express delivery services. The fee typically consists of a fixed amount for a waybill attached to each parcel and a variable per parcel amount based on parcel weight and route. Historically, delivery service fees charged by our network partners have experienced declines due in part to market competition. Based on the market conditions and our cost base, we may evaluate and adjust our service pricing from time to time. The average revenue of a typical parcel delivery is US$102.

 

We leverage our subcontractor network to reduce costs and generate fees. Before initiating deliveries through our network partners, we are able to search through our system to compare and find the most competitive pricing for pick up and last mile deliveries. This arrangement allows us to control our per parcel costs. Because our network is transparent, our delivery subcontractors are able to directly connect with other member logistic service suppliers. When these third parties directly connect, we benefit through fee rebates provided by our network partner, Suzhou HexieYuantong Logistic Company Limited. We facilitate these connections by providing information and guidance on valuation of the transferred business with participation by both sides.

 

In light of the competitive nature of our market, we believe that our success will depend upon the reliability and quality of services provided and cost management. As a general matter, we strive to maintain high quality services and meet customer satisfaction. We believe that we have established systems and procedures to achieve service standardization and quality control over the services provided by us and our network partners. We constantly monitor and seek to improve on a series of key service quality indicators such as delivery delay rate, complaint rate and damaged parcel rate. Further, we believe that our focus on the cable and data equipment industry provides a competitive advantage that has enabled us to provide valued added services to better able to meet the specific needs of our customers.

 

 
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Challenges From Our China Expansion

 

Effective May 1, 2017, and expiring April 30, 2022, we agreed to provide certain logistics and delivery services to Shanghai Yunda Cargo Company Limited (“Yunda”), in accordance with the terms of that certain Lee Tat Transportation Service Contract, of the Transportation Service Contract. Pursuant to the agreement, Yunda agrees to provide to us not less than RMB 12 million (US $1.76 million) of revenue from cargo business per year. We expected to provide cross-border delivery and logistics services in Shanghai and nearby cities pursuant to the terms of the Transportation Service Contract.

 

We began operations in China in July 2017. We initially anticipated providing door-to-door cross-border and domestic logistics service for small goods deliveries through subcontractors and network partners to reach and serve fragmented and geographically dispersed merchants at a minimized fixed operation cost. After a quarter trial period, management concluded that the business operations in Suzhou and Shanghai were not cost efficient, and that the profit margins could not meet our expectations. While we are still a party to the Transportation Service Contract, we are reassessing our business analysis of this business relationship.

 

The foregoing description of the Transportation Service Contract is qualified in its entirety by reference to the Transportation Service Contract, which is filed as Exhibit 10.1 to this Annual Report and incorporated herein by reference.

 

During the course of our business, we have collected data relating to consumer behavior. We hope to develop a proprietary database and provide data analytics regarding consumer behavior in the commercial logistics and vehicle sales and leasing industries. We believe that we can leverage this database and accompanying analytics to refine our product and services offerings as well as provide relevant industry knowledge.

 

AI Business

 

We had initially intended to focus on our resources on developing our AI Education business. The challenges presented by Hong Kong’s political situation, US-China trade tensions and the effect of the COVID-19 virus, however, have materially and adversely affected Asia’s economic condition, our ability to obtain the financing necessary to implement our business plan and our ability to the AI Education business and our logistics business as a whole. As a result, we did not generate any revenue from our AI Education Business during the year ended December 31, 2019. In light of the challenges presented by the early stage of development of our AI Education business and the long-term impact of the COVID-19 virus on the education industry and Hong Kong industry in general, we decided to discontinue and exit from the AI Education business by the end of first quarter 2020. As a result:

 

·

On December 27, 2019, the parties mutually unwound the Company’s acquisition of Hong Kong Healthtech Limited, a Hong Kong limited liability company. As a result, 5,100 Ordinary Shares of HKHL were returned to Wing Lok Jonathan SO and the 6,232,951 shares of our common stock issued in exchange therefor were returned to us for cancellation. On December 30, 2019, Kai Chi WONG resigned from his position as Chief Operating Officer of the Company. Koon Wing Cheung will transfer to Kai Chi WONG 215,369 shares of Common Stock of the Company as a token of appreciation of Mr. Wong’s contribution to the Company.

 

·

The Employment Agreement, dated July 19, 2019, by and between Cosmos Group Holdings, Inc. and Wing Lok Jonathan SO was terminated by the parties thereto effective on March 31, 2020.

 

·

Syndicate Capital (Asia) Limited will transfer back to Koon Wing Cheung 1,503,185 of the Company’s common stock (of the 2,149,293, shares previously transferred to Syndicate Capital (Asia) Limited from Koon Wing Cheung), with the balance of the 646,108 shares retained by Syndicate Capital (Asia) Limited as consideration for Mr. Tze Wai Albert YIP’s contributions to the Company.

 

·

Mr Tze Wai Albert YIP resigned from his position as the Chief Financial Officer, effective on 30 April 2020.

 

 
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On March 16, 2020, the Company approved to discontinue and exit its AI Education business. On May 4, 2020, the Company entered into a stock transfer agreement with each of the three purchasers (the “Purchasers”), pursuant to which the Company agreed to transfer its 100% interest in Cosmos Robotor Holdings Limited (“Cosmos Robotor”) to the three Purchasers for $50 in aggregate, and the Purchasers agreed to assume all the assets and liabilities of Cosmos Robotor.  The results of AI Education business have been presented as a discontinued operation in the financial statements.

 

Sales and Marketing.

 

Logistics Segment

 

We expect to continue to focus on providing express delivery and logistic services to cable and data equipment suppliers in Hong Kong and may be seeking other opportunities in China. We anticipate focusing on business to business marketing, cold callings or attending local chamber of commerce events to obtain customers. In the near future, we expect to focus on consolidating our Hong Kong operations. We do not have any current intention to further develop our logistics business segment at this time.

 

We remain parties to a binding Memorandum of Understanding with Shenzhen Litang Electronics Company Limited (“Litang”) pursuant to which Litang agreed to market our products and services, recruit students, and operate our AI Classroom in China (the “Litang MOU”). The Litang MOU is terminable upon three months prior written notice by either party. We do not expect to continue the Litang MOU upon our withdrawal from the AI Education business. The foregoing description of the Litang MOU is qualified in its entirety by reference to the Litang MOU which is filed as Exhibit 10.3 to this Annual Report and is incorporated herein by reference.

 

Major Customers.

 

All of our major customers are located in Hong Kong. During the years ended December 31, 2020, and 2019, the following customers accounted for 10% or more of our total net revenues:

 

 

 

Year ended December 31,

2020

 

 

December 31,

2020

 

 

 

Revenues

 

 

Percentage
of revenues

 

 

Accounts
receivable, net

 

Hip Tung Cables Company Limited

 

$ 61,294

 

 

 

45 %

 

$

 

Lee Tat Logistic Holding Limited

 

 

44,776

 

 

 

33 %

 

 

 

Peaceman Cable Engineering Limited

 

 

26,482

 

 

 

20 %

 

 

 

TOTAL

 

$ 132,552

 

 

 

98 %

 

$

 

 

 

 

Year ended December 31,

2019

 

 

December 31,

2019

 

 

 

Revenues

 

 

Percentage
of revenues

 

 

Accounts
receivable, net

 

Hip Tung Cables Company Limited

 

$ 332,601

 

 

 

50 %

 

$ 34,892

 

Peaceman Cable Engineering Limited

 

 

248,476

 

 

 

37 %

 

 

20,601

 

TOTAL

 

$ 581,077

 

 

 

87 %

 

$ 55,493

 

 

We have a delivery operations team in Hong Kong consisting of two trucks, two drivers, and three network partners that pick up stocks for us and complete the delivery process. Generally, we are not a party to any long-term agreements with our customers. From time to time, we may enter into long term contracts similar to the Transportation Service with major customers and subcontract the performance of the performance of the contract to corresponding network partner according to the price and area.

 

 
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Seasonality.

 

Our logistics business is highly dependent upon the e-commerce industry in Hong Kong and China. In Hong Kong and China, we experience peak demand for our services during the double eleven festival and the Chinese New Year celebrations.

 

Insurance.

 

We maintain certain insurance in accordance customary industry practices in Hong Kong. Under Hong Kong law it is a requirement that all employers in the city must purchase Employee's Compensation Insurance to cover their liability in the event that their staff suffers an injury or illness during the normal course of their work. Lee Tat maintains Employee’s Compensation Insurance, vehicle insurance and third party risks insurance for the business purposes.

 

INTELLECTUAL PROPERTY AND PATENTS

 

We expect to rely on, trade secrets, copyrights, know-how, trademarks, license agreements and contractual provisions to establish our intellectual property rights and protect our “Cosmos” brand and services. These legal means, however, afford only limited protection and may not adequately protect our rights. Litigation may be necessary in the future to enforce our intellectual property rights, protect our trade secrets or determine the validity and scope of the proprietary rights of others. Litigation could result in substantial costs and diversion of resources and management attention.

 

The laws of Hong Kong, China and our target countries may not protect our brand and services and intellectual property to the same extent as U.S. laws, if at all. We may be unable to fully protect our intellectual property rights in these countries. Further, companies in the internet, social media technology and other industries may own large numbers of patents, copyrights and trademarks and may frequently request license agreements, threaten litigation or file suit against us based on allegations of infringement or other violations of intellectual property rights.

 

We intend to seek the widest possible protection for significant product and process developments in our major markets through a combination of trade secrets, trademarks, copyrights and patents, if applicable. We anticipate that the form of protection will vary depending upon the level of protection afforded by the particular jurisdiction. We expect that our revenue will be derived principally from our operations in Hong Kong and China where intellectual property protection may be limited and difficult to enforce. In such instances, we may seek protection of our intellectual property through measures taken to increase the confidentiality of our findings.

 

We intend to register trademarks as a means of protecting the brand names of our companies and products. We intend protect our trademarks against infringement and also seek to register design protection where appropriate.

 

We rely on trade secrets and unpatentable know-how that we seek to protect, in part, by confidentiality agreements. We expect that, where applicable, we will require our employees to execute confidentiality agreements upon the commencement of employment with us. We expect these agreements to provide that all confidential information developed or made known to the individual during the course of the individual's relationship with us is to be kept confidential and not disclosed to third parties except in specific limited circumstances. The agreements will also provide that all inventions conceived by the individual while rendering services to us shall be assigned to us as the exclusive property of our company. There can be no assurance, however, that all persons who we desire to sign such agreements will sign, or if they do, that these agreements will not be breached, that we would have adequate remedies for any breach, or that our trade secrets or unpatentable know-how will not otherwise become known or be independently developed by competitors.

 

 
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COMPETITION

 

We operate in a highly competitive and fragmented industry that is sensitive to price and service. We compete with leading domestic express delivery companies including SF Express, STO Express, YTO Express, Yunda Express and EMS. We also compete with international logistics companies such as federal express and DHL. We may in the future compete against major e-commerce platforms, such as Alibaba and JD.com, if they elect to build or further develop in-house delivery capabilities to serve their logistics needs. Some of our current and prospective competitors have greater financial resources, broader product and service offerings, longer operating histories, larger customer base and greater brand recognition, or they are controlled or subsidized by foreign governments, which enable them to raise capital and enter into strategic relationships more easily. We seek to compete on the basis of a number of factors, including business model, operational capabilities, pricing and service quality.

 

EMPLOYEES

 

As of December 31, 2020, we employed the following persons:

 

Administration Staff

 

 

1

 

Total

 

 

1

 

 

All of our employees are located in Hong Kong. None of our employees are members of a trade union. We believe that we maintain good relationships with our employees and have not experienced any strikes or shutdowns and have not been involved in any labor disputes.

 

We are required to contribute to the MPF for all eligible employees in Hong Kong between the ages of eighteen and sixty five. We are required to contribute a specified percentage of the participant’s income based on their ages and wage level. For the years ended December 31, 2020 and 2019, the MPF contributions by us were $4,207 and $4,567, respectively. We have not experienced any significant labor disputes or any difficulties in recruiting staff for our operations.

 

GOVERNMENT AND INDUSTRY REGULATIONS

 

Hong Kong

 

Our business is located in Hong Kong are subject to the laws and regulations of Hong Kong governing businesses concerning, in particular labor, occupational safety and health, contracts, tort and intellectual property. Furthermore, we need to comply with the rules and regulations of Hong Kong governing the data usage and regular terms of service applicable to our potential customers or clients. As the information of our potential customers or clients is preserved in Hong Kong, we need to comply with the Hong Kong Personal Data (Privacy) Ordinance.

 

The Employment Ordinance is the main piece of legislation governing conditions of employment in Hong Kong since 1968. It covers a comprehensive range of employment protection and benefits for employees, including Wage Protection, Rest Days, Holidays with Pay, Paid Annual Leave, Sickness Allowance, Maternity Protection, Statutory Paternity Leave, Severance Payment, Long Service Payment, Employment Protection, Termination of Employment Contract, Protection Against Anti-Union Discrimination. In addition, every employer must take out employees’ compensation insurance to protect the claims made by employees in respect of accidents occurred during the course of their employment.

 

An employer must also comply with all legal obligations under the Mandatory Provident Fund Schemes Ordinance, (CAP485). These include enrolling all qualifying employees in MPF schemes and making MPF contributions for them. Except for exempt persons, employer should enroll both full-time and part-time employees who are at least 18 but under 65 years of age in an MPF scheme within the first 60 days of employment. The 60-day employment rule does not apply to casual employees in the construction and catering industries. Pursuant to the said Ordinance, we are required to make MPF contributions for our Hong Kong employees once every contribution period (generally the wage period within 1 month). Employers and employees are each required to make regular mandatory contributions of 5% of the employee’s relevant income to an MPF scheme, subject to the minimum and maximum relevant income levels. For a monthly-paid employee, the minimum and maximum relevant income levels are $7,100 and $30,000 respectively.

 

 
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Mainland China

 

A portion of our logistics operations are located in China and subject to the general laws in China governing businesses including labor, occupational safety and health, general corporations, intellectual property and other similar laws.

 

Employment Contracts

 

The Employment Contract Law was promulgated by the National People’s Congress’ Standing Committee on June 29, 2007 and took effect on January 1, 2008. The Employment Contract Law governs labor relations and employment contracts (including the entry into, performance, amendment, termination and determination of employment contracts) between domestic enterprises (including foreign-invested companies), individual economic organizations and private non-enterprise units (collectively referred to as the “employers”) and their employees.

 

a. Execution of employment contracts

 

Under the Employment Contract Law, an employer is required to execute written employment contracts with its employees within one month from the commencement of employment. In the event of contravention, an employee is entitled to receive double salary for the period during which the employer fails to execute an employment contract. If an employer fails to execute an employment contract for more than 12 months from the commencement of the employee’s employment, an employment contract would be deemed to have been entered into between the employer and employee for a non-fixed term.

 

b. Right to non-fixed term contracts

 

Under the Employment Contract Law, an employee may request for a non-fixed term contract without an employer’s consent to renew. In addition, an employee is also entitled to a non-fixed term contract with an employer if he has completed two fixed term employment contracts with such employer; however, such employee must not have committed any breach or have been subject to any disciplinary actions during his employment. Unless the employee requests to enter into a fixed term contract, an employer who fails to enter into a non-fixed term contract pursuant to the Employment Contract Law is liable to pay the employee double salary from the date the employment contract is renewed.

 

c. Compensation for termination or expiry of employment contracts

 

Under the Employment Contract Law, employees are entitled to compensation upon the termination or expiry of an employment contract. Employees are entitled to compensation even in the event the employer (i) has been declared bankrupt; (ii) has its business license revoked; (iii) has been ordered to cease or withdraw its business; or (iv) has been voluntarily liquidated. Where an employee has been employed for more than one year, the employee will be entitled to such compensation equivalent to one month’s salary for every completed year of service. Where an employee has employed for less than one year, such employee will be deemed to have completed one full year of service.

 

d. Trade union and collective employment contracts

 

Under the Employment Contract Law, a trade union may seek arbitration and litigation to resolve any dispute arising from a collective employment contract; provided that such dispute failed to be settled through negotiations. The Employment Contract Law also permits a trade union to enter into a collective employee contract with an employer on behalf of all the employees.

 

Where a trade union has not been formed, a representative appointed under the recommendation of a high-level trade union may execute the collective employment contract. Within districts below county level, collective employment contracts for industries such as those engaged in construction, mining, food and beverage and those from the service sector, etc., may be executed on behalf of employees by the representatives from the trade union of each respective industry. Alternatively, a district-based collective employment contract may be entered into.

 

 
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As a result of the Employment Contract Law, all of our employees have executed standard written employment agreements with us. We have not experienced any significant labor disputes or any difficulties in recruiting staff for our operations.

 

Regulations Relating to Foreign Exchange

 

Foreign Currency Exchange

 

Pursuant to the Foreign Currency Administration Rules, as amended, and various regulations issued by the State Administration of Foreign Exchange, or SAFE, and other relevant PRC government authorities, Renminbi is freely convertible to the extent of current account items, such as trade related receipts and payments, interest and dividends. Capital account items, such as direct equity investments, loans and repatriation of investment, unless expressly exempted by laws and regulations, still require prior approval from SAFE or its provincial branch for conversion of Renminbi into a foreign currency, such as U.S. dollars, and remittance of the foreign currency outside of the PRC. Payments for transactions that take place within the PRC must be made in Renminbi. Foreign currency revenues received by PRC companies may be repatriated into China or retained outside of China in accordance with requirements and terms specified by SAFE.

 

Dividend Distribution

 

Wholly foreign-owned enterprises and Sino-foreign equity joint ventures in the PRC may pay dividends only out of their accumulated profits, if any, as determined in accordance with PRC accounting standards and regulations. Additionally, these foreign-invested enterprises may not pay dividends unless they set aside at least 10 percent of their respective accumulated profits after tax each year, if any, to fund certain reserve funds, until such time as the accumulative amount of such fund reaches 50 percent of the enterprise’s registered capital. In addition, these companies also may allocate a portion of their after-tax profits based on PRC accounting standards to employee welfare and bonus funds at their discretion. These reserves are not distributable as cash dividends.

 

Regulations on loans to and direct investment in PRC entities by offshore holding companies

 

According to the Implementation Rules for the Provisional Regulations on Statistics and Supervision of Foreign Debt promulgated by SAFE on September 24, 1997 and the Interim Provisions on the Management of Foreign Debts promulgated by SAFE, the NDRC and the MOF and effective from March 1, 2003, loans by foreign companies to their subsidiaries in China, which accordingly are foreign-invested enterprises, are considered foreign debt, and such loans must be registered with the local branches of the SAFE. Under the provisions, the total amount of accumulated medium-term and long-term foreign debt and the balance of short-term debt borrowed by a foreign-invested enterprise is limited to the difference between the total investment and the registered capital of the foreign- invested enterprise.

 

On January 11, 2017, the People’s Bank of China promulgated the Circular of the People’s Bank of China on Matters relating to the Macro-prudential Management of Comprehensive Cross-border Financing, or PBOC Circular 9, which took effect on the same date. The PBOC Circular 9 established a capital or net assets-based constraint mechanism for cross-border financings. Under such mechanism, a company may carry out cross-border financings in Renminbi or foreign currencies at their own discretion. The total cross-border financings of a company shall be calculated using a risk-weighted approach and shall not exceed an upper limit. The upper limit is calculated as capital or assets multiplied by a cross-border financing leverage ratio and multiplied by a macro-prudential regulation parameter.

 

In addition, according to PBOC Circular 9, as of the date of the promulgation of PBOC Circular 9, a transition period of one year is set for foreign-invested enterprises and during such transition period, foreign-invested enterprises may apply either the current cross-border financing management mode, namely the mode provided by Implementation Rules for the Provisional Regulations on Statistics and Supervision of Foreign Debt and the Interim Provisions on the Management of Foreign Debts, or the mode in this PBOC Circular 9 at its sole discretion. After the end of the transition period, the cross-border financing management mode for foreign-invested enterprises will be determined by the People’s Bank of China and SAFE after assessment based on the overall implementation of this PBOC Circular 9.

 

 
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According to applicable PRC regulations on foreign-invested enterprises, the foreign exchange capital of foreign-invested enterprises shall be subject to the Discretional Foreign Exchange Settlement. The term “Discretional Foreign Exchange Settlement” refers to the foreign exchange capital in the capital account of a foreign-invested enterprise for which the rights and interests of monetary contribution has been confirmed by the local foreign exchange bureau (or the book-entry registration of monetary contribution by the banks) can be settled at the banks based on the actual operational needs of the foreign-invested enterprise. The proportion of Discretional Foreign Exchange Settlement of the foreign exchange capital of a foreign-invested enterprise is temporarily determined as 100%. The Renminbi converted from the foreign exchange capital will be kept in a designated account and if a foreign-invested enterprise needs to make further payment from such account, it still needs to provide supporting documents and go through the review process with the banks.

 

Regulations Relating to Employee Stock Incentive Plan of Overseas Publicly-Listed Company

 

Pursuant to the Notice on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly Listed Company, or Circular 7, issued by the SAFE in February 2012, employees, directors, supervisors and other senior management participating in any stock incentive plan of an overseas publicly listed company who are PRC citizens or who are non-PRC citizens residing in China for a continuous period of not less than one year, subject to a few exceptions, are required to register with the SAFE through a domestic qualified agent, which could be a PRC subsidiary of such overseas listed company, and complete certain other procedures. If we fail to complete the SAFE registrations, such failure may subject us to fines and legal sanctions and may also limit our ability to contribute additional capital into our wholly foreign-owned subsidiary in China and limit such subsidiary’s ability to distribute dividends to us.

 

In addition, the State Administration for Taxation has issued certain circulars concerning employee share options or restricted shares. Under these circulars, the employees working in the PRC who exercise share options or are granted restricted shares will be subject to PRC individual income tax. The PRC subsidiaries of such overseas listed company have obligations to file documents related to employee share options or restricted shares with relevant tax authorities and to withhold individual income taxes of those employees who exercise their share options. If the employees fail to pay or the PRC subsidiaries fail to withhold their income taxes according to relevant laws and regulations, the PRC subsidiaries may face sanctions imposed by the tax authorities or other PRC government authorities.

 

ITEM 1A. RISK FACTORS.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

ITEM 2. PROPERTIES.

 

Our corporate and executive office is located at Rooms 1309-11, 13th Floor, Tai Yau Building, No. 181 Johnston Road, Wanchai, Hong Kong, telephone number +852 3643 1111. Our Hong Kong operations hub is located at 2/F and Roof, 52 Chan Uk Po, Sheung Shui, New Territories, Hong Kong. Both of these locations are provided to us on a rent-free basis from our executive officers. We believe that our existing facilities are adequate to meet our current requirements. We do not own any real property.

 

ITEM 3. LEGAL PROCEEDINGS.

 

There are no material pending legal proceedings to which we are a party or to which any of our property is subject, nor are there any such proceedings known to be contemplated by governmental authorities. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not applicable.

 

 
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PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 

(a) Market Information

 

The following table sets forth the high and low closing sale prices for the periods presented as reported on the Over the Counter Bulletin Board. There is no established public trading market for our securities and a regular trading market may not develop, or if developed, may not be sustained.

 

 

 

Price Range

 

 

 

High

 

 

Low

 

Fiscal 2020

 

 

 

 

 

 

Fourth quarter

 

US$

$0.51

 

 

US$

$0.51

 

Third quarter

 

$2.87

 

 

$0.51

 

Second quarter

 

$2.15

 

 

$1.22

 

First quarter

 

$2.05

 

 

$2.05

 

Fiscal 2019

 

 

 

 

 

 

 

 

Fourth quarter

 

US$ 

8.99

(1) 

 

US$ 

8.99

 

Third quarter

 

 

8.99

 

 

 

8.99

 

Second quarter

 

 

8.99

 

 

 

8.99

 

First quarter

 

 

8.99

 

 

 

8.99

 

_______________ 

1. There were no trades of our common stock in 2019.

 

Our common stock is quoted on the Over the Counter Bulletin Board under the symbol COSG. As of December 31, 2020, the closing bid price of our securities was US$8.99.

 

(b) Approximate Number of Holders of Common Stock

 

As of December 31, 2020, there were approximately 154 shareholders of record of our common stock. Such number does not include any shareholders holding shares in nominee or “street name”.

 

(c) Dividends

 

Holders of our common stock are entitled to receive such dividends as may be declared by our board of directors. We paid no dividends during the periods reported herein, nor do we anticipate paying any dividends in the foreseeable future.

 

(d) Equity Compensation Plan Information

 

There are no options, warrants or convertible securities outstanding.

 

(e) Recent Sales of Unregistered Securities

 

The information set forth below describes our issuance of securities without registration under the Securities Act of 1933, as amended, during the year ended December 31, 2020, that were not previously disclosed in a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K: None.

 

ITEM 6.  SELECTED FINANCIAL DATA.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

 
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

This discussion summarizes the significant factors affecting the operating results, financial condition, liquidity and cash flows of the Company and its subsidiaries for the fiscal years ended December 31, 2020 and 2019. The discussion and analysis that follow should be read together with the section entitled “Forward Looking Statements” and our consolidated financial statements and the notes to the consolidated financial statements included elsewhere in this annual report on Form 10-K.

 

Except for historical information, the matters discussed in this section are forward looking statements that involve risks and uncertainties and are based upon judgments concerning various factors that are beyond the Company’s control. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report.

 

Currency and exchange rate

 

Unless otherwise noted, all currency figures quoted as “U.S. dollars”, “dollars” or “US$” refer to the legal currency of the United States. References to “HKD” are to the Hong Kong Dollar, the legal currency of Hong Kong. References to “RMB” are to the Renminbi, the legal currency of China. 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

 

As of December 31, 2020, we operate commercial logistic business through Lee Tat Transportation Int’l Limited, our wholly owned Hong Kong subsidiary (“Lee Tat”), and provide timely and reliable logistics and delivery services to commercial clients located in Hong Kong. We offer service to the cable supply industry in Hong Kong, and expect to provide small parcel delivery service in cities near Shanghai in the near future. Lee Tat was organized as a private limited liability company on August 11, 2014, in Hong Kong. We acquired Lee Tat on May 12, 2017.

  

History

 

We were incorporated in the state of Nevada on August 14, 1987, under the name Shur De Cor, Inc. and engaged in developing certain mining claims. In April 1999, Shur De Cor merged with Interactive Marketing Technology, a New Jersey corporation that was engaged in the business of developing and direct marketing of consumer products. As the surviving company, Shur De Cor changed its name to Interactive Marketing Technology, Inc.

 

 
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On November 17, 2004, the Company acquired MPL, a company organized under the laws of the British Virgin Islands, and its subsidiaries in accordance with the terms of a Share Exchange Agreement executed by the parties (the “2004 Agreement”). In connection with the acquisition, the Company issued an aggregate of 109,623,006 shares of its common stock to Imperial International Limited, a company incorporated under the laws of the British Virgin Islands (“Imperial”), the sole shareholder of MPL, in exchange for 100% of the issued and outstanding shares of MPL capital stock (the "2004 Share Exchange"). Upon completion of the share exchange, MPL became the Company's wholly owned subsidiary and the Company’s former owner transferred control of the Company to Imperial.  In connection with the 2004 Share Exchange, the Company: changed its name from Interactive Marketing Technology, Inc. to China Artists Agency, Inc. ("China Artists

 

Effective July 22, 2010, the Company merged with Safe and Secure TV Channel, LLC, a Delaware limited liability company (the “Merger”). In connection with the Merger, the management of the Company resigned and was replaced by the management and principals of Safe and Secure TV Channel, LLC. The holders of interests in Safe and Secure TV Channel, LLC exchanged their interests for approximately 50.2% of the issued and outstanding stock of the Company. In September 2010, the Company effectuated a 9.85 for one stock split to shareholders of record as of August 23, 2010. After the Merger, the Company became a television network and multimedia information and distribution company focused on serving the homeland security and emergency preparedness industry. 

 

On February 15, 2016, the Company sold to Asia Cosmos Group Limited, a private limited liability company incorporated under the laws of British Virgin Islands (“ACOSG”), 10,000,000 shares of its common stock at a per share price of US$0.027. ACOSG’s sole shareholder is Miky Wan.  

 

Acquisition of Lee Tat, Our Logistics Business

 

On May 12, 2017, we acquired all of the issued and outstanding shares of Lee Tat from Mr. Koon Wing CHEUNG, Lee Tat’s sole shareholder, in exchange for 219,222,938 shares of our issued and outstanding common stock. In connection with the Lee Tat acquisition, Miky WAN resigned from her positions as Chief Executive Officer and Chief Operating Officer and Koon Wing CHEUNG and Yongwei HU were appointed to serve as our Chief Executive Officer and Chief Operating Officer, respectively, and also as our directors.

 

Termination of Our Vehicle Sales and Leasing Business

 

Our original business plan was to develop an ecosystem to address the entire vehicle purchasing, leasing and maintenance process. Our former cooperation partner, Foshan YY Car Rental Limited (“YY”), was an integral part of our ability to offer future car purchasing services and investment vehicle leasing services. Effective July 15, 2020, our Board of Directors dismissed Huan-Ting Peng, our Chief Operating Officer and the statutory representative of our WFOE, from all of her positions with the company and its subsidiaries and affiliated entities. Miky Wan, our President, interim Chief Financial Officer and Director, was concurrently appointed to fill the vacancies created by Ms. Peng’s removal and to serve as our Chief Operating Officer and statutory representative of WFOE. Concurrently with the dismissal of Ms. Peng, our Board of Directors also terminated the Car Rental Collaboration Agreement with YY. Ms. Peng owns approximately 51%of YY and is an officer and executive director of YY.

 

On September 30, 2020, we sold all of our interests in COSG International to Lilun Gan, an unaffiliated third party, for cash consideration of United States Dollar Ten Thousand Dollars (US$10,000), which is the stated value of COSG International. COSG International was our wholly owned subsidiary and investment holding company that held all of the issued and outstanding securities of WFOE. We operated our future car purchasing and investment vehicle leasing services and memberships through WFOE. The sale of our interests in COSG International represented the cessation of our future car purchasing and investment vehicle leasing services business.

 

 
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Expected Termination of Our Artificial Intelligence Educational Content Business

 

Acquisition and Rescission of Acquisition of HKHL

 

In July 2019, we entered into the business of developing and delivering educational content. On July 19, 2019, we acquired 5,100 Ordinary Shares of Hong Kong Healthtech Limited, a limited company organized under the laws of Hong Kong (“HKHL”), from Wing Lok Jonathan SO (“SWL”) pursuant to the terms of a Share Exchange Agreement (the “Share Exchange Agreement”). Such securities represented approximately 51% of the issued and outstanding securities of HKHL. As consideration, we issued 6,232,951 shares of our common stock, at a per share price of US$8.99.

 

In connection with the Share Exchange, we entered into an Intellectual Property Ownership and License Agreement with HKHL, 深圳傅正勤教育科技有限公司 Shenzhen Fu Zheng Qin Education Technology Limited (formerly known as Shenzhen Yongle Innovative Education Limited) (“SZFZQ”) and their affiliates (the “IP License Agreement”), pursuant to which we licensed from HKHL, SZFZQ and their affiliates the right to exploit certain intellectual property related to the operations of the AI education business on a worldwide, non-exclusive, perpetual, royalty-free and irrevocable basis. We also entered into employment agreements with the following individuals in connection with their appointment to the offices set forth next to their names:

 

Tze Wai Albert YIP

Chief Financial Officer

Wing Lok Jonathan SO

Chief Strategy Officer

Kai Chi WONG

Chief Operating Officer

 

In addition, we entered into a Consulting Agreement with Hung-Yi pursuant to which Mr. Hung agreed to provide certain research and development plans, develop strategic partnerships, and assist the Company in meeting certain financial targets in exchange for 1,074,647 shares of our common stock, at a per share price of US$8.99 (the “Hung Shares”).

 

Effective November 12, 2019, the parties terminated the Consulting Agreement, and Mr. Hung agreed to return the Hung Shares to the Company for cancellation. On December 27, 2019, the parties mutually terminated the Share Exchange Agreement and IP License Agreement. As a result, 5,100 Ordinary Shares of HKHL were returned to SWL and the 6,232,951 shares of our common stock issued in exchange therefor were returned to us for cancellation. On December 30, 2019, Kai Chi WONG resigned form his position as Chief Operating Officer of the Company. Koon Wing Cheung intends to transfer to Kai Chi WONG 215,369 shares of Common Stock of the Company as a token of appreciation of Mr. Wong’s contribution to the Company.

 

HKHL and SZFZQ continue their relationship with COSG as a key supplier of educational content pursuant to that certain Supply and Service Agreement (the “Supply and Service Agreement”) with HKHL and SZFZQ dated December 24, 2019. Pursuant to the Supply and Service Agreement, HKHL and SZFZQ agreed to provide us with overall operational advisory services relating to the development and delivery of educational content, technical support related to certain intellectual property previously licensed by COSG from HKHL (the “IP”), and grant to us a worldwide, non-exclusive, perpetual irrevocable right and license to use the IP.HKHL and SZFZQ will receive up to an aggregate of 44,000 shares of our common stock and options to acquire such additional shares of our common stock at a per share price to be mutually determined by the parties in the future. HKHL and SZFZQ will also receive a license fee for the IP in accordance with terms more fully set forth in the Supply and Service Agreement. The Supply and Service Agreement has an initial term of five (5) years with the option to renew every ten (10) years upon the agreement of the parties. The foregoing description of the Supply and Service Agreement is qualified in its entirety by reference to such agreement which is filed as Exhibit 10.8 to this Annual Report.

 

We had initially intended to focus on our resources on developing our AI Education business. The challenges presented by Hong Kong’s political situation, US-China trade tensions and the effect of the COVID-19 virus, however, have materially and adversely affected Asia’s economic condition, our ability to obtain the financing necessary to implement our business plan and our ability to the AI Education business and our logistics business as a whole. As a result, we did not generate any revenue from our AI Education Business during the year ended December 31, 2019. In light of the challenges presented by the early stage of development of our AI Education business and the long-term impact of the COVID-19 virus on the education industry and Hong Kong industry in general, we decided to discontinue and exit from the AI Education business by the end of first quarter 2020. As a result:

 

·

On December 27, 2019, the parties mutually unwound the Company’s acquisition of Hong Kong Healthtech Limited, a Hong Kong limited liability company. As a result, 5,100 Ordinary Shares of HKHL were returned to Wing Lok Jonathan SO and the 6,232,951 shares of our common stock issued in exchange therefor were returned to us for cancellation. On December 30, 2019, Kai Chi WONG resigned form his position as Chief Operating Officer of the Company. Koon Wing Cheung will transfer to Kai Chi WONG 215,369 shares of Common Stock of the Company as a token of appreciation of Mr. Wong’s contribution to the Company.

 

 
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·

The Employment Agreement, dated July 19, 2019, by and between Cosmos Group Holdings, Inc. and Wing Lok Jonathan SO was terminated by the parties thereto effective on March 31, 2020.

 

·

Syndicate Capital (Asia) Limited will transfer back to Koon Wing Cheung 1,503,185 of the Company’s common stock (of the 2,149,293, shares previously transferred to Syndicate Capital (Asia) Limited from Koon Wing Cheung), with the balance of the 646,108 shares retained by Syndicate Capital (Asia) Limited as consideration for Mr. Tze Wai Albert YIP’s contributions to the Company.

 

·

Mr Tze Wai Albert YIP resigned from his position as the Chief Financial Officer, effective on 30 April 2020.

 

On March 16, 2020, the Company approved to discontinue and exit its AI Education business. On May 4, 2020, the Company entered into a stock transfer agreement with each of the three purchasers (the “Purchasers”), pursuant to which the Company agreed to transfer its 100% interest in Cosmos Robotor Holdings Limited (“Cosmos Robotor”) to the three Purchasers for $50 in aggregate, and the Purchasers agreed to assume all the assets and liabilities of Cosmos Robotor.  The results of AI Education business have been presented as a discontinued operation in the financial statements.

 

Results of Operations

 

As of December 31, 2020, we suffered from a working capital deficit of $663,710. Our continuation as a going concern is dependent upon improving our profitability and the continuing financial support from our stockholders or other capital sources. Management believes that the continuing financial support from the existing shareholders and external financing will provide the additional cash to meet our obligations as they become due.

 

These 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.

 

The following table sets forth certain operational data for the years indicated:

 

 

 

Fiscal Years Ended December 31,

 

 

 

2020

 

 

2019

 

Revenues

 

$ 135,319

 

 

$ 671,295

 

Cost of revenue

 

 

(125,337 )

 

 

(570,231 )

Gross profit

 

 

9,982

 

 

 

101,064

 

General and administrative expenses

 

 

(269,967 )

 

 

(780,578 )

Loss from operation

 

 

(259,985 )

 

 

(679,514 )

Other (expense) income, net

 

 

(941 )

 

 

6,165

 

Loss before income taxes

 

 

(260,926 )

 

 

(673,349 )

Income tax benefit

 

 

-

 

 

 

4,916

 

Loss from continuing operations

 

 

(260,926 )

 

 

(668,433 )

Loss from discontinued operations, net of tax

 

 

(6,286 )

 

 

(15,104 )

Gain on disposal of discontinued operations, net of tax

 

 

21,472

 

 

 

-

 

Net loss

 

$ (245,740 )

 

$ (683,537 )

 

Revenue. We generated revenues of $135,319 and $671,295 for the fiscal years ended December 31, 2020 and 2019.

 

During the fiscal years ended December 31, 2020, and 2019, the following customers accounted for 10% or more of our total net revenues:

 

 

 

Year ended December 31,

2020

 

 

December 31,

2020

 

 

 

Revenues

 

 

Percentage
of revenues

 

 

Accounts
receivable, net

 

Hip Tung Cables Company Limited

 

$ 61,294

 

 

 

45 %

 

$ -

 

Lee Tat Logistic Holding Limited

 

 

44,776

 

 

 

33 %

 

 

-

 

Peaceman Cable Engineering Limited

 

 

26,482

 

 

 

20 %

 

 

 

TOTAL

 

$ 132,552

 

 

 

98 %

 

$ -

 

 

 

 

Year ended December 31,

2019

 

 

December 31,
2019

 

 

 

Revenues

 

 

Percentage
of revenues

 

 

Accounts
receivable, net

 

Hip Tung Cables Company Limited

 

$ 332,601

 

 

 

50 %

 

$ 34,892

 

Peaceman Cable Engineering Limited

 

 

248,476

 

 

 

37 %

 

 

20,601

 

TOTAL

 

$ 581,077

 

 

 

87 %

 

$ 55,493

 

  

 
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Cost of Revenue. Cost of revenue as a percentage of net revenue was approximately 93%, or $125,337, for the fiscal year ended December 31, 2020. Cost of revenue as a percentage of net revenue was approximately 85%, or $570,231, for the fiscal year ended December 31, 2019.

 

Gross Profit. We achieved a gross profit of $9,982 and $101,064 for the fiscal years ended December 31, 2020, and 2019, respectively. The decrease in gross profit is primarily attributable to decrease in revenues.

 

General and Administrative Expenses (“G&A”). We incurred G&A expenses of $269,967 and $780,578 for the fiscal years ended December 31, 2020, and 2019, respectively. The decrease in G&A is primarily attributable to Professional Services Fee, Director Remuneration and Legal fee.

 

G&A as a percentage of net revenue was approximately 200% and 116% for the fiscal years ended December 31, 2020 and 2019, respectively.

 

For the year ended December 31, 2020, two venders represented more than 10% of the Company’s operating cost. These vendors accounted for 27% and 10% of the Company’s operating cost amounting to $27,847 and $10,537 with $0 and $0 of accounts payable at December 31, 2020, respectively.

 

For the year ended December 31, 2019, one vendor represented more than 10% of the Company’s operating cost. This vendor accounted for 11% of the Company’s operating cost amounting to $64,295 with $18,555 of accounts payable at December 31, 2019.

 

Other (Expenses) Income, net. We incurred net other expenses of $941 for the fiscal year ended December 31, 2020, as compared to a net other income of $6,165 for the fiscal year ended December 31, 2019.

 

Income Tax Benefit. We recorded income tax benefit of $0 and $4,916 for the fiscal years ended December 31, 2020 and 2019.

 

Loss from discontinued operations, net of tax.  We recorded the loss $6,286 and $15,104 for the fiscal years ended December 31, 2020 and 2019 from discontinued operations in AI Education business.

 

Gain on disposal of discontinued operations, net of tax.   We recorded gain on disposal of discontinued operations, net of tax, of $21,472 and $0 for the year ended December 31, 2020 and 2019, respectively, from the disposal of discontinued operations in AI Education business.

 

Net loss. We recorded a net loss of $245,740 and $683,537 for the fiscal years ended December 31, 2020 and 2019.

 

Liquidity and Capital Resources

 

As of December 31, 2020, we had cash and cash equivalents of $0, accounts receivable of $0 and net loss of $245,740.

 

As of December 31, 2019, we had cash and cash equivalents of $28,816, accounts receivable of $64,570 and net loss of $683,537.

 

We had initially intended to focus on our resources on developing our AI Education business. The challenges presented by Hong Kong’s political situation, US-China trade tensions and the effect of the COVID-19 virus, however, have materially and adversely affected Asia’s economic condition, our ability to obtain the financing necessary to implement our business plan and our ability to our logistics business as a whole.

 

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.

 

 
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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.

 

 

 

Fiscal Year Ended

December 31,

 

 

 

2020

 

 

2019

 

Net cash used in operating activities

 

$ 119,621

 

 

$ 279,799

 

Net cash provided by investing activities

 

$

 

 

$ 6,610

 

Net cash provided by financing activities

 

$ 93,302

 

 

$ 289,956

 

 

Net Cash Used In Operating Activities.

 

For the fiscal year ended December 31, 2020, net cash used in operating activities was $119,621 which consisted primarily of a net loss of $245,740, gain from the sales of subsidiaries $21,472, provision for bad debts of $48,920, a decrease in accounts receivable of $15,650, net cash provided by operating activities of discontinued operation of $1,043, an increase in accounts payable and accrued liabilities of $79,953, a decrease in income tax payable of $11,958 and depreciation of property, plant and equipment of $13,983. 

 

For the fiscal year ended December 31, 2019, net cash used in operating activities was $279,799, which consisted primarily of a net loss of $683,537, a gain on disposal of plant and equipment of $8,414 an increase in accounts receivables of $10,474, a decrease in tax payable of $4,916 and tax paid of $4,628, offset by stock based compensation of $395,560, an increase in accounts payable and accrued liabilities of $27,184, depreciation of property, plant and equipment of $18,352 and net cash used in operating activities from discontinued operations of $8,926.

 

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 fiscal year ended December 31, 2020, net cash used in investment activities was $0.

 

For the fiscal year ended December 31, 2019, net cash provided by investing activities was $6,610, consisting primarily from proceeds derived from the disposal of plant and equipment of $26,282, offset by net cash used in investing activities from discontinued operations of $19,672.

 

Net Cash Provided By Financing Activities.

 

For the fiscal year ended December 31, 2020, net cash provided by financing activities was $93,302, consisting primarily of $96,307 of advances from the Company’s related parties, offset by $8,333 of repayments on a finance lease and net cash provided by financing activities from discontinued operations of $5,328.

 

For the fiscal year ended December 31, 2019, net cash provided by financing activities was $289,856, consisting primarily of $266,154 of advances from the Company’s related parties and net cash provided by financing activities from discontinued operations of $43,702, offset by $20,000 of repayments on a finance lease.

 

Off-Balance Sheet Arrangements

 

We are not party to any off-balance sheet transactions. We have no guarantees or obligations other than those which arise out of normal business operations.

 

 
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Contractual Obligations and Commercial Commitments

 

We had the following contractual obligations and commercial commitments as of December 31, 2020:

 

Contractual Obligations

 

Total

 

 

Less than 1
Year

 

 

1-3 Years

 

 

3-5 Years

 

 

More than 5
Years

 

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Amounts due to related parties

 

 

512,537

 

 

 

512,537

 

 

 

 

 

 

 

 

 

 

Total obligations

 

 

512,537

 

 

 

512,537

 

 

 

 

 

 

 

 

 

 

   

Critical Accounting Policies and Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires our management to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operations. Critical accounting policies are those that are most important to the presentation of our financial condition and results of operations and require management's subjective or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management's current judgments. We believe the following accounting policies are critical in the preparation of our financial statements.

 

Use of estimates and assumptions

 

In preparing these 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 years reported. Actual results may differ from these estimates.

 

Basis of consolidation

 

The 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.

 

Reclassification

 

Certain reclassifications have been made to the prior year financial statements to conform to the current year presentation. The reclassification had no impact on previously reported net loss or accumulated deficit.

 

Discontinued operation

 

On March 16, 2020, the Company approved to discontinue and exit its AI Education business. On May 4, 2020, the Company completed into a stock transfer agreement with each of the three purchasers (the “Purchasers”), pursuant to which the Company agreed to transfer its 100% interest in Cosmos Robotor Holdings Limited (“Cosmos Robotor”) to the three Purchasers for $50 in aggregate, and the Purchasers agreed to assume all the assets and liabilities of Cosmos Robotor.

 

Accounts receivable and allowance for doubtful accounts

 

Accounts receivable are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms, generally 30 to 90 days from completion of service. Credit is extended based on evaluation of a customer's financial condition, the customer credit-worthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectibility. At the end of fiscal year, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company will consider the allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law. The Company does not have any off-balance-sheet credit exposure related to its customers. As of December 31, 2020 and 2019, the allowance for doubtful accounts was $48,920 and $0, respectively, based on management’s assessment.

 

 
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Property, plant and equipment

 

Property, plant 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 lives

 

Service vehicle

 

8 years

 

 

Expenditures for repairs and maintenance are expensed as incurred. When assets have been 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.

 

Revenue recognition

 

On January 1, 2018, the Company adopted Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) using the full retrospective transition method. The Company's adoption of ASU 2014-09 did not have a material impact on the amount and timing of revenue recognized in its consolidated financial statements.

 

Under ASU 2014 - 09, the Company recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

 

The Company derives its revenues from the rendering of transportation services and recognizes in full upon completion of delivery to the receiver’s location. 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.

 

Revenue is recognized in full upon completion of delivery to the receiver’s location.

 

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 statement of operations.

 

 
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The reporting currency of the Company is the United States Dollars ("US$") and the accompanying financial statements have been expressed in US$. Hong Kong Dollars (“HK$”) is functional currency as being the primary currency of the economic environment in which the Company operates.

 

Convenience translation of amounts from the local currency of the Company into US$ has been made at the pegged exchange rate at 0.129 for the respective years.

 

Segment reporting

 

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 financial statements.

 

Related parties

 

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification 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 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 subtopic 450-20 of the FASB Accounting Standards Codification 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.

 

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 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.

 

 
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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.

 

The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, approximate their fair values because of the short maturity of these instruments.

 

Recently Issued Accounting Pronouncements

 

There are no recently issued accounting pronouncements that have not yet been adopted that are expected, when adopted, to have a material impact on our consolidated financial statements or notes thereto.

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 

Our consolidated financial statements and the Report of Independent Registered Public Accounting Firm thereon are filed pursuant to this Item 8 and are included in this report beginning on page F-1.

 

 
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 

None.

 

ITEM 9A. CONTROLS AND PROCEDURES.

 

Disclosure Controls and Procedures

 

As of the end of the period covered by this report, our management conducted a risk-based evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 (the Exchange Act). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report in ensuring that information required to be disclosed was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and to provide reasonable assurance that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 

Management’s Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. Under the supervision and with the participation of our Chief Executive Officer, and Chief Financial Officer, our management conducted a risk-based evaluation of the effectiveness of our internal control over financial reporting based upon the framework in “Internal Control — Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the management assessment, the management did not identify any material weakness in the internal control environment over financial reporting. Based on that evaluation, our management concluded that our internal control over financial reporting was not effective as of December 31, 2020.

 

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report. 

 

Changes in Internal Control over Financial Reporting

 

During the fourth quarter of fiscal 2020, there were no significant changes in the internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Inherent Limitations of Disclosure Controls and Procedures and Internal Control over Financial Reporting

 

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events.

 

ITEM 9B. OTHER INFORMATION.

 

None.

 

 
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PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 

Set forth below are the present directors, director nominees and executive officers of the Company. There are no other persons who have been nominated or chosen to become directors nor are there any other persons who have been chosen to become executive officers. There are no arrangements or understandings between any of the directors, officers and other persons pursuant to which such person was selected as a director or an officer. Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and have qualified. Officers are appointed to serve until the meeting of the board of directors following the next annual meeting of stockholders and until their successors have been elected and qualified.

 

Name

 

Age

 

Position

Miky Y.C. WAN

 

50

 

Chief Executive Officer, President and Director

ChioMeng LEUNG

 

53

 

Independent Director

KwaiYau Tony HO

 

54

 

Director

 

Miky Y.C. WAN, age 50, joined us as our President, Chief Executive Officer and Director on February 19, 2016. She was appointed to serve as our interim Chief Financial Officer on September 27, 2016, our Chief Operating Officer on July 15, 2018. Ms. Wan also served as our Chief Executive Officer from February 19, 2016 to May 12, 2017, and effective May 20, 2019, was appointed again to serve as our Chief Executive Officer. Ms. Wan is the Chief Executive officer and founder of Asia Cosmos Group. She has more than 20 years’ experience in the financial services industry with managerial and strategic responsibilities in private banks, retail banks, and insurance companies. She specializes in establishing international strategic alliances and operational chains in Asia, Europe and America to provide cross jurisdictional services to clients. Apart from the professional experience in financial industry, Ms. Wan is enthusiastic in children and education service. She was a parent committee member of an Non-profit making organization which is a Hong Kong based leading children education and rehabilitation organization. In 2003, she was a volunteer committee member of a Hong Kong local school to serve the students. In 2010, she developed an exclusive Financial Quotient program for youngsters and got many supports from some large international corporations.

 

ChioMeng LEUNG, age 53, joined as our Independent Director on January 14, 2019. He is the authorized commercial representative of the city state of Monobamba in the province of Junin, Peru, and is responsible for promoting the development of Peruvian mining and agriculture in China. Since 2017, he has served as the Director of CooperativaAgrariaCafelatera de Valle Incariado, a coffee and agriculture trade cooperative based in Peru. Mr. Leung has served as the General Manager of Enar Mining S.A.C., a mining, building, import and export company, since April 14, 2015. From 2010 to 2012, Mr. Leung worked with Andino Health Food Ltd., where he was responsible all business operations. From 2005 to 2006, he served as the manager of CITS Hong Kong Ltd., a state enterprise travel company in Hong Kong and Macao. From 2004-2005, Mr. Leung was responsible for the operations of China-Philippine Investment Ltd. and was authorized by the former Prime Minister Yehude Simon Munaro of Peru to serve as a business commissioner to promote the resources of the Northern Province of Peru. Mr. Leung obtained his Bachelor of Arts in Business Administration from Canton College (China) in 1993. Mr. Leung brings to the Board of Directors his business insight, knowledge and experience in the mining and agricultural industries.

 

KwaiYau Tony HO, age 54, joined our Board of Directors on November 1, 2017. He has served as the director of Xin Tai Asset Management Co., Ltd, a professional leasing and financing company, since 2015. Concurrently, he as also served as the CEO of Hong Kong Caspian Sea International Trading company which focused on trade in Eastern Europe and trade financing. In 2011, Mr. Ho founded and served as the executive director of Huiying Development Limited, a wine trading business focused on the Europe and China trade. This business was sold in 2015. Mr. Ho brings to our board his extensive experience in the leasing industry and knowledge of and experience with the European markets.

 

 
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Family Relationships

 

There are no family relationships between any of our directors or executive officers.

 

Involvement in Certain Legal Proceedings

 

No executive officer or director is a party in a legal proceeding adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries.

 

No executive officer or director has been involved in the last ten years in any of the following:

 

 

Any bankruptcy petition filed by or against any business or property of such person, or of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

 

 

Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

 

 

Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

 

 

Being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

 

 

Being the subject of or a party to any judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated relating to an alleged violation of any federal or state securities or commodities law or regulation, or any law or regulation respecting financial institutions or insurance companies, including but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail, fraud, wire fraud or fraud in connection with any business entity; or

 

 

Being the subject of or a party to any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act, any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 

Board Committees

 

We have not yet established Compensation, Audit, and Nominations and Corporate Governance committees nor do we have an Audit Committee financial expert as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Act. Currently, the functions of these committees are performed by our entire Board of Directors. We hope to establish these committees and appoint an Audit Committee financial expert as our business develops.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended December 31, 2018, and up to the date of this Annual Report, our officers, directors and greater than 10% percent beneficial owners timely filed all reports required by Section 16(a) of the Securities Exchange Act.

 

Code of Ethics

 

As our business matures, we have adopted a Code of Ethics applicable to our senior executive management team and our employees.

 

ITEM 11. EXECUTIVE COMPENSATION.

 

Compensation Philosophy and Objectives

 

Our executive compensation philosophy is to create a long-term direct relationship between pay and our performance. Our executive compensation program is designed to provide a balanced total compensation package over the executive’s career with us. The compensation program objectives are to attract, motivate and retain the qualified executives that help ensure our future success, to provide incentives for increasing our profits by awarding executives when corporate goals are achieved and to align the interests of executives and long-term stockholders. The compensation package of our named executive officers consists of two main elements:

 

 

1.

base salary for our executives that is competitive relative to the market, and that reflects individual performance, retention and other relevant considerations; and

 

 

2.

discretionary bonus awards payable in cash and tied to the satisfaction of corporate objectives.

 

 
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Process for Setting Executive Compensation

 

Until such time as we establish a Compensation Committee, our Board is responsible for developing and overseeing the implementation of our philosophy with respect to the compensation of executives and for monitoring the implementation and results of the compensation philosophy to ensure compensation remains competitive, creates proper incentives to enhance stockholder value and rewards superior performance. We expect to annually review and approve for each named executive officer, and particularly with regard to the Chief Executive Officer, all components of the executive’s compensation. We process and factors (including individual and corporate performance measures and actual performance versus such measures) used by the Chief Executive Officer to recommend such awards. Additionally, we expect to review and approve the base salary, equity-incentive awards (if any) and any other special or supplemental benefits of the named executive officers.

 

The Chief Executive Officer periodically provides the Board with an evaluation of each named executive officer’s performance, based on the individual performance goals and objectives developed by the Chief Executive Officer at the beginning of the year, as well as other factors. The Board provides an evaluation for the Chief Executive Officer. These evaluations serve as the bases for bonus recommendations and changes in the compensation arrangements of our named executives.

 

Our Compensation Peer Group

 

We currently engage in informal market analysis in evaluating our executive compensation arrangements. As the Company and its businesses mature, we may retain compensation consultants that will assist us in developing a formal benchmark and selecting a compensation peer group of companies similar to us in size or business for the purpose of comparing executive compensation levels.

 

Program Components

 

Our executive compensation program consists of the following elements:

 

Base Salary

 

Our base salary structure is designed to encourage internal growth, attract and retain new talent, and reward strong leadership that will sustain our growth and profitability. The base salary for each named executive officer reflects our past and current operating profits, the named executive officer’s individual contribution to our success throughout his career, internal pay equity and informal market data regarding comparable positions within similarly situated companies. In determining and setting base salary, the Board considers all of these factors, though it does not assign specific weights to any factor. The Board generally reviews the base salary for each named executive officer on an annual basis. For each of our named executive officers, we review base salary data internally obtained by the Company for comparable executive positions in similarly situated companies to ensure that the base salary rate for each executive is competitive relative to the market.

 

Discretionary Bonus

 

The objectives of our bonus awards are to encourage and reward our employees, including the named executive officers, who contribute to and participate in our success by their ability, industry, leadership, loyalty or exceptional service and to recruit additional executives who will contribute to that success.

 

Summary Compensation Table

 

The following summary compensation table sets forth the aggregate compensation we paid or accrued during the fiscal years ended December 31, 2020 and 2019 to (i) our Chief Executive Officer (principal executive officer), (ii) our Chief Financial Officer (principal financial officer), (iii) our three most highly compensated executive officers other than the principal executive officer and the principal financial officer who were serving as executive officers on December 31, 2020, whose total compensation was in excess of $100,000, and (iv) up to two additional individuals who would have been within the two-other-most-highly compensated but were not serving as executive officers on December 31, 2020.

 

 
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SUMMARY COMPENSATION TABLE

 

Name and Principal Position

 

Year

 

Salary(1)

 

 

Bonus

 

 

Stock Awards

 

 

Option Awards

 

 

Non-Equity Incentive Plan Compensation

 

 

Change in Pension Value and Non-qualified Deferred Compensation Earnings

 

 

All Other Compensation

 

 

Total

 

Koon Wing CHEUNG,

 

2020

 

$ 86,121

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$ 86,121

 

CEO and Director

 

 2019

 

$ 85,833

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$ 85,833

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Miky Y. C. WAN, CEO,

 

2020

 

$ 0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$ 0

 

President and Director

 

2019

 

$ 0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$ 0

 

___________ 

(1)

All cash compensation was paid in Hong Kong Dollars, our functional currency.

 

Narrative disclosure to Summary Compensation Table

 

Lee Tat and Mr. Cheung are parties to an Employment Agreement, made effective January 1, 2015, pursuant to which Mr. Cheung agreed to serve as a director of Lee Tat (the “Cheung Employment Agreement”) at a compensation rate of HK$30,000. Mr. Cheung’s compensation was increased to HK$40,000 per month en December 31, 2015. The Cheung Employment Agreement may be terminated by either party at any time by giving seven (7) days’ notice thereof. The foregoing description of the Cheung Employment Agreement is qualified in its entirety by reference to the Cheung Employment Agreement, the English translation of which is filed as Exhibit 10.2 to this Registration Statement and incorporated herein by reference.

 

Equity Awards

 

There are no options, warrants or convertible securities outstanding. At no time during the last fiscal year with respect to any of any of our executive officers was there:

 

 

any outstanding option or other equity-based award repriced or otherwise materially modified (such as by extension of exercise periods, the change of vesting or forfeiture conditions, the change or elimination of applicable performance criteria, or the change of the bases upon which returns are determined);

 

 

any waiver or modification of any specified performance target, goal or condition to payout with respect to any amount included in non-stock incentive plan compensation or payouts;

 

 

any option or equity grant;

 

 

any non-equity incentive plan award made to a named executive officer;

 

 

any nonqualified deferred compensation plans including nonqualified defined contribution plans; or

 

 

any payment for any item to be included under All Other Compensation in the Summary Compensation Table.

 

 
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Director Compensation

 

None of our directors received any compensation for their service as a director for the year ended December 31, 2020.

 

Compensation Risk Management

 

Our Board of directors and human resources staff conducted an assessment of potential risks that may arise from our compensation programs. Based on this assessment, we concluded that our policies and practices do not encourage excessive and unnecessary risk taking that would be reasonably likely to have material adverse effect on the Company. The assessment included our cash incentive programs, which awards non-executives with cash bonuses for punctuality. Our compensation programs are substantially identical among business units, corporate functions and global locations (with modifications to comply with local regulations as appropriate). The risk-mitigating factors considered in this assessment included:

 

 

the alignment of pay philosophy, peer group companies and compensation amounts relative to local competitive practices to support our business objectives; and

 

 

effective balance of cash, short- and long-term performance periods, caps on performance-based award schedules and financial metrics with individual factors and Board and management discretion.

 

Compensation Committee Interlocks and Insider Participation

 

We do not currently have a compensation committee and, for the year ended December 31, 2020, the compensation, if any, of our executive officers was recommended by our Chief Executive Officer and Chairman and such recommendations were approved by our board of directors. None of our executive officers currently serves as a member of the compensation committee or as a director with compensation duties of any entity that has executive officer serving on our board of directors. None of our executive officers has served in such capacity in the past 12 months.

 

Compensation Committee Report

 

Our Board of Directors has reviewed and discussed the Compensation Discussion and Analysis in this report with management. Based on its review and discussion with management, the Board of Directors recommended that the Compensation Discussion and Analysis be included in this Annual Report. The material in this report is not deemed filed with the SEC and is not incorporated by reference in any of our filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made on, before, or after the date of this Annual Report and irrespective of any general incorporation language in such filing.

 

Submitted by members of the Board of Directors:

Miky Y.C. WAN

Chio Meng LEUNG

Kwai Yau (Tony) HO

 

 
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 

The following table sets forth certain information with respect to the beneficial ownership of our common stock, as of June 1, 2021, for: (i) each of our named executive officers; (ii) each of our directors; (iii) all of our current executive officers and directors as a group; and (iv) each person, or group of affiliated persons, known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock. 

 

Except as indicated in footnotes to this table, we believe that the stockholders named in this table will have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them, based on information provided to us by such stockholders. Unless otherwise indicated, the address for each director and executive officer listed is: c/o Cosmos Group Holdings, Inc., Rooms 1309-11, 13th Floor, Tai Yau Building, No. 181 Johnston Road, Wanchai, Hong Kong.

 

 

 

Common Stock Beneficially Owned

 

Name and Address of Beneficial Owner

 

Number of Shares
and Nature of
Beneficial
Ownership

 

 

Percentage of
Total Common
Equity (1)

 

 

 

 

 

 

 

 

Kwai Yau (Tony) HO

 

 

0

 

 

Chio Meng LEUNG

 

 

0

 

 

Miky Y.C. WAN (2)

 

 

7,684,350

 

 

 

35.75 %

Connie Y.M. KWOK(3)

 

 

52,657

 

 

 

0.25 %

All executive officers and directors as a Group (6 persons)

 

 

18,698,154

 

 

 

87 %

 

 

 

 

 

 

 

 

 

5% or Greater Stockholders:

 

 

 

 

 

 

 

 

Asia Cosmos Group Limited (2)

 

 

7,684,350

 

 

 

35.75 %

Koon Wing CHEUNG

 

 

10,961,147

 

 

 

51 %

__________________ 

(1)

Applicable percentage ownership is based on 21,536,933 shares of common stock outstanding as of  June 1, 2020, together with securities exercisable or convertible into shares of common stock within 60 days of June 1, 2020. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock that a person has the right to acquire beneficial ownership of upon the exercise or conversion of options, convertible stock, warrants or other securities that are currently exercisable or convertible or that will become exercisable or convertible within 60 days of June 1, 2020, are deemed to be beneficially owned by the person holding such securities for the purpose of computing the number of shares beneficially owned and percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

 

(2)

Miky Wan, our President, Chief Executive Officer and director owns 100% of Asia Cosmos Group Limited which directly own 7,684,350 shares of our common stock. As a result, Ms. Wan is deemed to beneficially own shares held by Asia Cosmos Group Limited.

 

(3)

Resigned on January 25, 2021

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

 

Other than as disclosed below, there are no transactions during our two most recent fiscal years ended December 31, 2020 and 2019, or any currently proposed transaction, in which our Company was or to be a participant and the amount exceeds the lesser of $120,000 or one percent of the average of our Company’s total assets at year end for our last two completed years, and in which any of our directors, officers or principal stockholders, or any other related person as defined in Item 404 of Regulation S-K, had or have any direct or indirect material interest.

 

 
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As of December 31, 2020 and 2019, we obtained from Cosmos Links International Holding Limited, an entity ultimately controlled by Miky Wan, our President, Chief Executive Officer and director, unsecured, interest-free advances which have an aggregate principal amount of $85,628 and $85,111 with no fixed terms of repayments.

 

As of December 31, 2020 and 2019, we obtained from Asia Cosmos Group Limited, an entity ultimately controlled by Miky Wan, our President, Chief Executive Officer and director, unsecured, interest-free advances which have an aggregate principal amount of $370,167 and $331,119 with no fixed terms of repayments.

 

The Company has advanced funds from Koon Wing Cheung, a shareholder of the Company and director of Lee Tat International Holdings limited, for working capital purposes. As of September 30, 2020 and December 31, 2019 there were $103,176 and $0 advances outstanding, respectively. Those advances are unsecured, bear no interest, and are due on demand.

 

Director Independence

 

We have adopted standards for director independence that correspond to NASDAQ listing standards and SEC rules. An “independent director” means a person who is not an officer or employee of the Company or its subsidiaries, or any other individual having a relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. To be considered independent, the Board must affirmatively determine that neither the director, nor any member of his or her immediate family, has had any direct or indirect material relationship with the Company within the previous three years. In addition, to be considered “independent” under SEC rules, each member of the Audit Committee may not accept, directly or indirectly, any consulting, advisory, or other compensatory fee from us, other than compensation for his or her services as a director

 

The Board considered relationships, transactions and/or arrangements with each of the directors and concluded that none of the non-employee directors, or any of his or her immediate family members, has any relationship with us that would impair his or her independence. The Board has determined that Chio Meng LEUNG is an independent director under applicable NASDAQ listing standards and SEC rules. Mr. Ho, Ms. Wan and Ms. Kwok do not meet the independence standards because he or she is an employee and or executive officer of the Company.

 

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

 

Our Board of Directors has not yet adopted pre-approval policies and procedures but considers all matters brought before it. We expect to adopt such policies and procedures after the formation of our Audit Committee.

 

The following table sets forth fees billed by our auditors during the last two fiscal years for services rendered for the audit of our annual consolidated financial statements and the review of our quarterly financial statements, services by our auditors that are reasonably related to the performance of the audit or review of our consolidated financial statements and that are not reported as audit fees, services rendered in connection with tax compliance, tax advice and tax planning, and all other fees for services rendered.

 

 

 

Years ended December 31,

 

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

Audit fees (1)

 

US$

13,500

 

 

US$ 

50,000

 

 

 

 

 

 

 

 

 

 

Audit related fees (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax fees

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

All other fees

 

 

 

 

 

 

_________________________

(1)

Audit Fees represent fees for professional services billed and to be billed in connection with the audit of our consolidated annual financial statements, the audit of the effectiveness of internal control over financial reporting and review of the quarterly financial statements and internal controls over financial reporting, and audit services in connection with statutory or regulatory filings, consents or other SEC matters.

 

(2)

Audit-Related Fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.”

 

 
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PART IV

 

ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

 

The following documents are filed as part of this report:

 

(1) Financial Statements

 

Financial Statements are included in Part II, Item 8 of this report.

 

(2) Financial Statement Schedules

 

No financial statement schedules are included because such schedules are not applicable, are not required, or because required information is included in the consolidated financial statements or notes thereto.

 

(3) Exhibits

 

3.1

 

Articles of Incorporation and Certificate of Amendment to Articles of Incorporation (1)

3.2

 

Amended and Restated Bylaws (2)

21

 

Subsidiaries*

24

 

Power of Attorney*

31.1

 

Certification of Chief Executive Officer required under Rule 13a-14(a)/15d-14(a) under the Exchange Act.*

31.2

 

Certification of Chief Financial Officer required under Rule 13a-14(a)/15d-14(a) under the Exchange Act.*

32.1

 

Certification of Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

32.2

 

Certification of 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

 

XBRL Instance Document*

101.SCH

 

XBRL Schema Document*

101.CAL

 

XBRL Calculation Linkbase Document*

101.DEF

 

XBRL Definition Linkbase Document*

101.LAB

 

XBRL Label Linkbase Document*

101.PRE

 

XBRL Presentation Linkbase Document*

________________ 

*

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 from our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 19, 2019.

(4)

Incorporated by reference from our Current Report on Form 8-K filed with the Securities and Exchange Commission on December 27, 2019.

 

 
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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

COSMOS GROUP HOLDINGS INC.

 

 

 

Page

 

 

 

 

 

Report of Independent Registered Public Accounting Firm – KCCW

 

F-2

 

 

 

 

 

Report of Independent Registered Public Accounting Firm – HKCM CPA & Co

 

F-3

 

 

 

 

 

Consolidated Balance Sheets as of December 31, 2020 and 2019

 

F-4

 

 

 

 

 

Consolidated Statements of Operations and Comprehensive Loss for the Years ended December 31, 2020 and 2019

 

F-5

 

 

 

 

 

Consolidated Statements of Cash Flows for the Years ended December 31, 2020 and 2019

 

F-6

 

 

 

 

 

Consolidated Statement of Stockholders’ Deficit for the Years ended December 31, 2020 and 2019

 

F-7

 

 

 

 

 

Notes to Consolidated Financial Statements

 

F-8

 

 

 
F-1

Table of Contents

 

Audit • Tax • Consulting •  Financial Advisory

Registered with Public Company Accounting Oversight Board (PCAOB)

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders of

Cosmos Group Holdings Inc.

 

Opinion on the Consolidated Financial Statements

 

We have audited the consolidated accompanying balance sheet of Cosmos Group Holdings Inc. and subsidiaries (the “Company”) as of December 31, 2020, the related statements of operations and comprehensive loss, stockholders’ deficit, and cash flows for the year then ended, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020, and the results of its operations and its cash flows for the year ended December 31, 2020, in conformity with the U.S. generally accepted accounting principles in the United States of America.

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 3 to the consolidated financial statements, the Company has incurred recurring losses from operations, has a working capital deficit, and is in need of additional capital to grow its operations so that it can become profitable. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are described in Note 3. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical Audit Matters

 

Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

 

/s/ KCCW Accountancy Corp.

 

We have served as the Company’s auditor since 2020.

Diamond Bar, California

June 25, 2021

 

 
F-2

Table of Contents

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To The Stockholders and Board of Directors and of

COSMOS GROUP HOLDINGS INC.

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Cosmos Group Holdings Inc. and Subsidiaries (the “Company”) as of December 31, 2019, the related consolidated statements of operations and comprehensive (loss) income, cash flows and changes in stockholders’ deficit for the year ended December 31, 2019, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019, and the results of its operations and its cash flows for the year ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in note 3 to the consolidated financial statements, as of December 31, 2020, the Company has suffered from an accumulated deficit and working capital deficit. These factors create an uncertainty as to the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

/s/ HKCM CPA & Co.

HKCM CPA & Co.

 

We have served as the Company's auditor since 2017.

 

Hong Kong, China

April 29, 2020

 

 
F-3

Table of Contents

  

COSMOS GROUP HOLDINGS INC.

CONSOLIDATED BALANCE SHEETS

 

 

 

As of December 31,

 

 

 

2020

 

 

2019

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

 

 

$ 28,816

 

Accounts receivable (including related party), net

 

 

 

 

 

64,570

 

 

 

 

 

 

 

 

 

 

Total current assets

 

 

 

 

 

93,386

 

 

 

 

 

 

 

 

 

 

Non-current assets:

 

 

 

 

 

 

 

 

Plant and equipment, net

 

 

33,808

 

 

 

47,508

 

 

 

 

 

 

 

 

 

 

Assets classified as discontinued operations

 

 

 

 

 

31,162

 

TOTAL ASSETS

 

$ 33,808

 

 

$ 172,056

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$ 151,173

 

 

$ 71,220

 

Due to related parties

 

 

512,537

 

 

 

416,230

 

Lease liability

 

 

 

 

 

8,333

 

Income tax payable

 

 

 

 

 

11,958

 

 

 

 

 

 

 

 

 

 

Total current liabilities

 

 

663,710

 

 

 

507,741

 

 

 

 

 

 

 

 

 

 

Non-current liabilities:

 

 

 

 

 

 

 

 

Deferred tax liabilities

 

 

7,886

 

 

 

7,839

 

 

 

 

 

 

 

 

 

 

Liabilities classified as discontinued operations

 

 

 

 

 

46,266

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

 

671,596

 

 

 

561,846

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Stockholders’ deficit:

 

 

 

 

 

 

 

 

Common stock, $0.001 par value; 500,000,000 shares authorized; 21,536,933 and 21,536,933 shares issued and outstanding as of December 31, 2020 and 2019

 

 

21,536

 

 

 

21,536

 

Additional paid in capital

 

 

395,516

 

 

 

395,516

 

Accumulated deficit

 

 

(1,052,582 )

 

 

(806,842 )

Accumulated other comprehensive loss

 

 

(2,258 )

 

 

 

 

 

 

 

 

 

 

 

 

Total stockholders’ deficit

 

 

(637,788 )

 

 

(389,790 )

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

$ 33,808

 

 

$ 172,056

 

 

See accompanying notes to consolidated financial statements.

 

 
F-4

Table of Contents

    

COSMOS GROUP HOLDINGS INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

 

 

 

Years ended December 31,

 

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

Revenue

 

$ 90,543

 

 

$ 671,295

 

Revenue - related party

 

 

44,776

 

 

 

 

         Total revenues, net

 

 

135,319

 

 

 

671,295

 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

 

(125,337 )

 

 

(570,231 )

 

 

 

 

 

 

 

 

 

Gross profit

 

 

9,982

 

 

 

101,064

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

General and administrative

 

 

(269,967 )

 

 

(780,578 )

 

 

 

 

 

 

 

 

 

Total operating expenses

 

 

(269,967 )

 

 

(780,578 )

 

 

 

 

 

 

 

 

 

Loss from operation

 

 

(259,985 )

 

 

(679,514 )

 

 

 

 

 

 

 

 

 

Other (expense) income:

 

 

 

 

 

 

 

 

Gain on disposal of plant and equipment

 

 

 

 

 

8,414

 

Interest expense

 

 

(943 )

 

 

(2,251 )

Interest income

 

 

2

 

 

 

2

 

 

 

 

 

 

 

 

 

 

Total other (expense) income

 

 

(941 )

 

 

6,165

 

 

 

 

 

 

 

 

 

 

Loss before income taxes

 

 

(260,926 )

 

 

(673,349 )

 

 

 

 

 

 

 

 

 

Income tax benefit

 

 

-

 

 

 

4,916

 

 

 

 

 

 

 

 

 

 

Loss from continuing operations

 

 

(260,926 )

 

 

(668,433 )

Loss from discontinued operations, net of tax

 

 

(6,286 )

 

 

(15,104 )

Gain on disposal of discontinued operations, net of tax

 

 

21,472

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

$ (245,740 )

 

$ (683,537 )

 

 

 

 

 

 

 

 

 

Other comprehensive loss:

 

 

 

 

 

 

 

 

– Foreign currency translation loss

 

 

(2,258 )

 

 

 

 

 

 

 

 

 

 

 

 

COMPREHENSIVE LOSS

 

$ (247,998 )

 

$ (683,537 )

 

 

 

 

 

 

 

 

 

Net loss per share:-

 

 

 

 

 

 

 

 

Continuing operations – basic and diluted

 

$ (0.01 )

 

$ (0.03 )

Discontinued operations – basic and diluted

 

 

0.00

 

 

 

(0.00 )

Net loss per share – basic and diluted

 

$ (0.01 )

 

$ (0.03 )

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

 

 

 

 

 

 

 

– basic and diluted

 

 

21,536,933

 

 

 

21,493,897

 

 

See accompanying notes to consolidated financial statements.

 

 
F-5

Table of Contents

 

COSMOS GROUP HOLDINGS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

Years ended December 31,

 

 

 

2020

 

 

2019

 

Cash flows from operating activities:

 

 

 

 

 

 

Net loss

 

$ (245,740 )

 

$ (683,537 )

Adjustments to reconcile net loss to net cash used in operating activities

 

 

 

 

 

 

 

 

Depreciation

 

 

13,983

 

 

 

18,352

 

Gain on disposal of discontinued operations

 

 

(21,472 )

 

 

 

Gain on disposal of plant and equipment

 

 

 

 

 

(8,414 )

Stock based compensation

 

 

 

 

 

395,560

 

Provision for bad debts

 

 

48,920

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

15,650

 

 

 

(10,474 )

Accounts payable and accrued liabilities

 

 

79,953

 

 

 

27,184

 

Income tax payable

 

 

(11,958 )

 

 

(9,544 )

Net cash provided by (used in) operating activities from discontinued operations

 

 

1,043

 

 

 

(8,926 )

 

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

 

(119,621 )

 

 

(279,799 )

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Proceeds from disposal of plant and equipment

 

 

 

 

 

26,282

 

Net cash used in investing activities from discontinued operations

 

 

 

 

 

(19,672 )

 

 

 

 

 

 

 

 

 

Net cash provided by investing activities

 

 

 

 

 

6,610

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Advances from related parties

 

 

96,307

 

 

 

266,154

 

Repayment of lease liability

 

 

(8,333 )

 

 

(20,000 )

Net cash provided by financing activities from discontinued operations

 

 

5,328

 

 

 

43,702

 

 

 

 

 

 

 

 

 

 

Net cash provided by financing activities

 

 

93,302

 

 

 

289,856

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

(2,497 )

 

 

 

 

 

 

 

 

 

 

 

 

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

 

(28,816 )

 

 

16,667

 

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR

 

 

28,816

 

 

 

12,149

 

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS, END OF YEAR

 

$

 

 

$ 28,816

 

 

 

 

 

 

 

 

 

 

Supplemental cash flow information:

 

 

 

 

 

 

 

 

Cash paid for tax

 

$ 943

 

 

$

 

Cash paid for interest

 

$ 11,958

 

 

$ 2,251

 

 

See accompanying notes to consolidated financial statements.

 

 
F-6

Table of Contents

  

COSMOS GROUP HOLDINGS INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

 

 

 

Common stock

 

 

Accumulated
other

 

 

Additional

 

 

 

 

Total

 

 

 

Number of shares

 

 

Amount

 

 

comprehensive

loss

 

 

paid in

capital

 

 

Accumulated

deficit

 

 

stockholders’

deficit

 

Balance as of December 31, 2018

 

 

21,492,933

 

 

$ 21,492

 

 

$

 

 

$

 

 

$ (123,305 )

 

$ (101,813 )

Shares issued for service rendered

 

 

44,000

 

 

 

44

 

 

 

 

 

 

395,516

 

 

 

 

 

 

395,560

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(683,537 )

 

 

(683,537 )

Balance as of December 31, 2019

 

 

21,536,933

 

 

 

21,536

 

 

 

 

 

 

395,516

 

 

 

(806,842 )

 

 

(389,790 )

Foreign currency translation adjustment

 

 

 

 

 

 

 

 

(2,258 )

 

 

 

 

 

 

 

 

(2,258 )

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(245,740 )

 

 

(245,740 )

Balance as of December 31, 2020

 

 

21,536,933

 

 

$ 21,536

 

 

$ (2,258 )

 

$ 395,516

 

 

$ (1,052,582 )

 

$ (637,788 )

 

See accompanying notes to consolidated financial statements.

 

 
F-7

Table of Contents

  

COSMOS GROUP HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE–1 ORGANIZATION AND BUSINESS BACKGROUND

 

Cosmos Group Holdings Inc. (the “Company” or “COSG”) incorporated in the state of Nevada on August 14, 1987, under the name Shur De Cor, Inc. and engaged in developing certain mining claims. In April 1999, Shur De Cor merged with Interactive Marketing Technology, a New Jersey corporation that was engaged in the business of developing and direct marketing of consumer products. As the surviving company, Shur De Cor changed its name to Interactive Marketing Technology, Inc. Shur De Cor's then management resigned and the management of Interactive New Jersey became the Company’s management. The prior management of Shur De Cor retained Shur De Cor’s business and assets. Effective February 26, 2016, the Company changed its name to Cosmos Group Holdings Inc.

 

The Company, through its subsidiaries, mainly engages in the provision of truckload transportation service in Hong Kong, in which the Company utilizes its owned trucks or independent contractor owned trucks for the pickup and delivery of freight from port to the designated destination, upon the customers’ request.

 

On September 17, 2018, the Company entered into the Agreement for Sale and Purchase of Shares in COSG International Holdings Limited, a British Virgin Islands limited liability company (“COSG International”), and sold the China operation to Lilun Gan, an unaffiliated third party, for cash consideration of Ten Thousand Dollars (US$10,000). The sale was consummated on December 31, 2018.

 

In July 2019, the Company entered into the business of developing and delivering educational content. On July 19, 2019, the Company acquired 5,100 Ordinary Shares of Hong Kong Healthtech Limited, a limited company organized under the laws of Hong Kong (“HKHL”), from Wing Lok Jonathan SO (“SWL”) pursuant to the terms of a Share Exchange Agreement (the “Share Exchange Agreement”). Such securities represented approximately 51% of the issued and outstanding securities of HKHL. As consideration, the Company issued 6,232,951 shares of its common stock, at a per share price of US$8.99.

 

In connection with the Share Exchange, the Company entered into an Intellectual Property Ownership and License Agreement with HKHL, Shenzhen Fu Zheng Qin Education Technology Limited (formerly known as Shenzhen Yongle Innovative Education Limited) (“SZFZQ”) and their affiliates (the “IP License Agreement”), pursuant to which the Company licensed from HKHL, SZFZQ and their affiliates the right to exploit certain intellectual property related to the operations of the AI education business on a worldwide, non-exclusive, perpetual, royalty-free and irrevocable basis. The Company also entered into employment agreements with certain individuals.

 

In addition, the Company entered into a Consulting Agreement with Hung-Yi pursuant to which Mr. Hung agreed to provide certain research and development plans, develop strategic partnerships, and assist the Company in meeting certain financial targets in exchange for 1,074,647 shares of our common stock, at a per share price of US$8.99 (the “Hung Shares”).

 

Effective November 12, 2019, the Company mutually terminated the Consulting Agreement, and Mr. Hung agreed to return the Hung Shares to the Company for cancellation. On December 27, 2019, all parties mutually terminated the Share Exchange Agreement and IP License Agreement. As a result, 5,100 Ordinary Shares of HKHL were returned to SWL and the 6,232,951 shares of the Company’s common stock issued in exchange therefor were returned to us for cancellation. On December 30, 2019, Kai Chi WONG resigned from his position as Chief Operating Officer of the Company.

 

Prior to March, 2020, the Company operated its AI educational business through its wholly owned subsidiaries Cosmos Robotor Holdings Limited, a British Virgin Islands corporation (“Cosmos Robotor”), organized on May 7, 2019, AiTeach International Limited, a Hong Kong limited liability company, organized on June 3, 2019. On March 16, 2020, the Company approved to discontinue and exit its AI Education business. On May 4, 2020, the Company completed a stock transfer agreement with each of the three purchasers (the “Purchasers”), pursuant to which the Company agreed to transfer its 100% interest in Cosmos Robotors to the three Purchasers for $50 in aggregate, and the Purchasers agreed to assume all the assets and liabilities of Cosmos Robotor. The results of AI Education business have been presented as a discontinued operation in the consolidated financial statements (see Note 4).

 

 
F-8

Table of Contents

  

COSMOS GROUP HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Description of subsidiaries

 

Name

 

Place of incorporation

and kind of

legal entity

 

Principal activities

and place of operation

 

Particulars of issued/

registered share

capital

 

Effective interest

held

 

 

 

 

 

 

 

 

 

Lee Tat International Holdings Limited

 

British Virgin

Islands

 

Investment holding

 

50,000 ordinary shares at US$1 each

 

100%

 

 

 

 

 

 

 

 

 

Lee Tat Transportation International Limited

 

Hong Kong

 

Logistic and delivery

 

10,000 ordinary shares for HK$10,000

 

100%

 

COSG and its subsidiaries are hereinafter referred to as (the “Company”).

 

NOTE–2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

·

Basis of presentation

 

These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).

 

·

Use of estimates

 

In preparing these 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 years reported. Actual results may differ from these estimates.

 

·

Basis of consolidation

 

The 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.

 

·

Reclassification

 

Certain reclassifications have been made to the prior year financial statements to conform to the current period presentation. The reclassification had no impact on previously reported net loss or accumulated deficit.

 

 
F-9

Table of Contents

 

COSMOS GROUP HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

·

Discontinued operations

 

On March 16, 2020, the Company approved to discontinue and exit its AI Education business. For the years ended December 31, 2020 and 2019, the revenues, expenses, assets and liabilities related to AI Education business were retrospectively presented and reported as discontinued operations on the Consolidated Balance Sheets, the Consolidated Statement of Operations and the Consolidated Statements of Cash Flows. See Note 4 – Business Combination and Discontinued Operations.

 

·

Cash and cash equivalents

 

Cash and cash equivalents consist primarily of cash in readily available checking and saving accounts. Cash equivalents consist of highly liquid investments that are readily convertible to cash and that mature within three months or less from the date of purchase. The carrying amounts approximate fair value due to the short maturities of these instruments.

 

·

Accounts receivable

 

Accounts receivable are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms, generally 30 to 90 days from completion of service. Credit is extended based on evaluation of a customer's financial condition, the customer credit-worthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectibility. At the end of fiscal year, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company will consider the allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers. As of December 31, 2020 and 2019, the allowance for doubtful accounts was $48,920 and $0, respectively, based on management’s assessment.

 

·

Plant and equipment

 

Plant 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

 

Service vehicle

 

8 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.

 

·

Impairment of long-lived assets

 

In accordance with the provisions of Accounting Standards Codification (“ASC”) Topic 360, “Impairment or Disposal of Long-Lived Assets”, all long-lived assets such as property, plant and equipment held and used 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. There has been no impairment charge for the years ended December 31, 2020 and 2019.

 

 
F-10

Table of Contents

 

COSMOS GROUP HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

·

Revenue recognition

 

The Company adopted Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”) using the full retrospective transition method. The Company's adoption of ASU 2014-09 did not have a material impact on the amount and timing of revenue recognized in its consolidated financial statements.

 

Under ASU 2014-09, the Company recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

 

The Company derives its revenues from the rendering of transportation services and recognizes in full upon completion of delivery to the receiver’s location. 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.

 

·

Cost of revenue

 

Cost of revenue consists primarily of direct labor and fuel cost, which are directly attributable to the rendering of transportation services. Shipping and handling costs, associated with the custom clearance are borne by the customers.

 

·

Comprehensive income

 

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 statement of stockholders’ deficit, 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.

 

·

Income taxes

 

Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

 

 
F-11

Table of Contents

  

COSMOS GROUP HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

For the years ended December 31, 2020 and 2019, the Company did not have any interest and penalties associated with tax positions. As of December 31, 2020 and 2019, the Company did not have any significant unrecognized uncertain tax positions.

 

The Company conducts major businesses in Hong Kong and is subject to tax in this jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the foreign tax authority.

 

·

Lease

 

The Company adopted Topic 842, Leases (“ASC 842”), using the modified retrospective approach through a cumulative-effect adjustment and utilizing the effective date of January 1, 2019 as its date of initial application, with prior periods unchanged and presented in accordance with the previous guidance in Topic 840, Leases (“ASC 840”).

 

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 asset 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 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.

 

·

Net (loss) income per share

 

The Company calculates net income 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 year. 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.

 

·

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 statement of operations.

 

 
F-12

Table of Contents

  

COSMOS GROUP HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

The reporting currency of the Company is the United States Dollar ("US$"). The Company's subsidiaries in Hong Kong maintain their books and records in their local currency, Hong Kong Dollars ("HK$"), which is the functional currency as being the primary currency of the economic environment in which these entities operate.

 

In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not the 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 year. 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’ deficit.

 

 

 

2020

 

 

2019

 

Year-end US$:HK$1 exchange rate

 

 

0.1290

 

 

 

0.1282

 

Annual average US$:HK$1 exchange rate

 

 

0.1289

 

 

 

0.1282

 

 

·

Retirement plan costs

 

Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying consolidated statements of operation as the related employee service is provided.

 

·

Stock based compensation

 

The Company accounts for employee and non-employee stock awards under ASC Topic 718, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to non-employees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable.

 

·

Related parties

 

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

 

·

Segment reporting

 

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 financial statements. The Company operated in two business segments during the year ended December 31, 2019, which were Transportation business and AI Education business in Hong Kong. The AI Education business has generated no revenue and no such reporting segment is separately disclosed in the accompanying financial statements. On March 16, 2020, the Company approved to discontinue and exit its AI Education business.

 

·

Fair value of financial instruments

 

The carrying value of the Company’s financial instruments: cash and cash equivalents, accounts receivable, accounts payable, income tax payable, due to related parties, lease liability, other payables and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments.

 

 
F-13

Table of Contents

  

COSMOS GROUP HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Management believes, based on the current market prices or interest rates for similar debt instruments, the fair value of short-term bank borrowings and note payable approximate the carrying amount.

 

The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” ("ASC 820-10"), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

 

 

·

Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

 

 

 

·

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

 

 

 

 

·

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

  

Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

 

·

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. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.

 

Accounting Standards Adopted

 

In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”) in order to increase transparency and comparability among organizations by recognizing right-of-use assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous generally accepted accounting principles. ASU 2016-02 requires a lessee to recognize a lease liability for future lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term on the balance sheet for most lease arrangements. The new standard also changes many key definitions, including the definition of a lease. The new standard includes a short-term lease exception for leases with a term of 12 months or less, as part of which a lessee can make an accounting policy election not to recognize right-of-use assets and lease liabilities. Lessees will continue to differentiate between finance leases (previously referred to as capital leases) and operating leases using classification criteria that are substantially similar to the previous guidance in ASC 840.

 

ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 (including interim periods within those periods) and early adoption is permitted. In August 2018, the FASB issued ASU 2018-11, Leases, Targeted Improvements, which provides a new transition option in which an entity initially applies ASU 2016-02 at the adoption date and recognizes a cumulative-effect adjustment in the period of adoption. Prior period comparative balances will not be adjusted. The Company used the new transition option and was also utilizing the package of practical expedients that allows it to not reassess: (1) whether any expired or existing contracts are or contain leases, (2) lease classification for any expired or existing leases, and (3) initial direct costs for any existing leases. We also used the short-term lease exception for leases with a term of 12 months or less. Additionally, the Company used the practical expedient that allowed each separate lease component of a contract and the associated non-lease components to be treated as a single lease component. The exercise of lease renewal options is at our discretion and the renewal to extend the lease terms are not included in the Company’s Right-Of-Use assets and lease liabilities as they are not reasonably certain of exercise. The Company will evaluate the renewal options and when they are reasonably certain of exercise, the Company will include the renewal period in its lease term. As of the January 1, 2019, effective date the Company identified one finance lease arrangement in which it is a lessee.

 

 
F-14

Table of Contents

  

COSMOS GROUP HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

In calculating the present value of the lease payments, the Company applied an individual discount rate for each of its leases, and determined the appropriate discount rate based on the remaining lease terms at the date of adoption. As the lessee to several lease agreements, the Company did not have insight into the relevant information that would be required to arrive at the rate implicit in the lease. Therefore, the Company utilized its outstanding borrowings as a benchmark to determine the incremental borrowing rate for its leases. The benchmark rate was adjusted to arrive at an appropriate discount rate for each lease.

 

In June 2018, the FASB issued ASU No. 2018-07, Compensation-Stock Compensation: Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”), which expands the scope of Compensation – Stock Compensation (“Topic 718”) to include share-based payment transactions for acquiring goods and services from nonemployees. This amendment applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The Company adopted ASU 2018-07 on January 1, 2019. The impact was immaterial to the financial statements.

 

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (“ASU 2018-13”), which eliminates, adds and modifies certain disclosure requirements for fair value measurements. The amendment is effective for interim and annual reporting periods beginning after December 15, 2019. This adoption on January 1, 2020 did not have a material impact on the Company’s consolidated financial statements.

 

In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (“ASU 2018-18”), which clarifies the interaction between ASC 808, Collaborative Arrangements and ASC 606, Revenue from Contracts with Customers. Certain transactions between participants in a collaborative arrangement should be accounted for under ASC 606 when the counterparty is a customer. In addition, ASU 2018-18 precludes an entity from presenting consideration from a transaction in a collaborative arrangement as revenue if the counterparty is not a customer for that transaction. ASU 2018-18 should be applied retrospectively to the date of initial application of ASC 606. This guidance is effective for interim and fiscal periods beginning after December 15, 2019. This adoption on January 1, 2020 did not have a material impact on the Company’s consolidated financial statements.

 

Accounting Standards Issued, Not Adopted

 

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This ASU requires measurement and recognition of expected credit losses for financial assets. ASU 2016-13 also requires new disclosures for financial assets measured at amortized cost, loans and available-for-sale debt securities. ASU 2016-13 is effective for the Company beginning January 1, 2023. Entities will apply the standard's provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is currently evaluating the potential effect of this standard on its financial statements. The Company does not expect this standard to have a material impact on its financial statements.

 

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes: Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2020, with early adoption permitted. Adoption of the standard requires certain changes to be made prospectively, with some changes to be made retrospectively. The Company does not expect the adoption of this standard to have a material impact on our financial position, results of operations or cash flows.

 

 
F-15

Table of Contents

  

COSMOS GROUP HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption.

 

NOTE–3 GOING CONCERN UNCERTAINTIES

 

The accompanying 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 $1,052,582 and working capital deficit of $663,710, at December 31, 2020. 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 the Company’s business.

 

The continuation of the Company as a going concern through December 31, 2020 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 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–4 BUSINESS COMBINATION AND DISCONTINUED OPERATIONS

 

Business Combination

 

On July 19, 2019, the Company acquired 51% controlling interest in Hong Kong Healthtech Limited, a private limited company organized under the laws of Hong Kong (“HKHL”), and a start-up education company, for 6,232,951 shares of its common stock, at a price of $8.99 per share, based on the fair value of $109,871,037.

 

The Company’s acquisitions of HKHL were accounted for as a business combination in accordance with ASC 805. The Company has allocated the purchase price consideration based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date. Management of the Company is responsible for determining the fair value of assets acquired, liabilities assumed and intangible assets identified as of the acquisition date and considered a number of factors including valuations from management estimation. Acquisition-related costs incurred for the acquisitions are not material and have been expensed as incurred in general and administrative expense.

 

The licensing agreement related to the right of use to exploit all intellectual properties from HKHL and its related affiliates, including registered patents, copyrights, software trade secrets, trademarks, service marks, proprietary information for its business purpose.

 

However, no revenue was generated or no physical operation was commenced from this business combination during the year ended December 31, 2019.

 

On December 23, 2019, the Company approved to terminate this Business Combination transaction and all parties mutually agreed to rescind the Share Exchange Agreement. The termination of both Share Exchange Agreement and IP License Agreement were effectuated in accordance with the terms of that certain Termination Agreement made effective December 27, 2019. As a result, 5,100 Ordinary Shares of HKHL have returned while 6,232,951 shares of Company’s common stock issued in exchange were cancelled accordingly.

 

 
F-16

Table of Contents

  

COSMOS GROUP HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

All counterparties have agreed to continue the business relationship and HKHL is acted as a key supplier of educational content to the Company. The Company agreed to issue 44,000 shares of its common stock for advisory services rendered.

 

Discontinued Operations

 

On March 16, 2020, the Company approved to discontinue and exit its AI Education business. On May 4, 2020, the Company completed a stock transfer agreement with each of the three Purchasers, pursuant to which the Company agreed to transfer its 100% interest in Cosmos Robotor to the three Purchasers for $50 in aggregate, and the Purchasers agreed to assume all the assets and liabilities of Cosmos Robotor.

 

The results of AI Education business have been presented as a discontinued operation in the consolidated statements of operations and comprehensive loss. Selected operating results for the discontinued business are presented in the following table:

 

 

 

For the

 

 

 

 

 

 

Period from

 

 

 

 

 

 

January 1,

 

 

For the Year

 

 

 

2020 to

 

 

Ended

 

 

 

May 4,

2020

 

 

December 31,

2019s

 

 

 

 

 

 

 

 

Net revenue

 

$ -

 

 

$ -

 

Cost of revenue

 

 

-

 

 

 

(782 )

General and administrative expense

 

 

(6,292 )

 

 

(14,322 )

Other income

 

 

6

 

 

 

-

 

Loss before income taxes

 

 

(6,286 )

 

 

(15,104 )

Income taxes

 

 

-

 

 

 

-

 

Loss from discontinued operations, net of tax

 

$ (6,286 )

 

$ (15,104 )

 

Net assets of discontinued operations as of May 4, 2020 upon disposal and as of December 31, 2019 were summarized as follows:

   

 

 

As of

 

 

As of

 

 

 

May 4,

 

 

December 31,

 

 

 

2020

 

 

2019

 

Cash & cash equivalents

 

$ 11,189

 

 

$ 12,262

 

Property and equipment

 

 

17,721

 

 

 

18,900

 

Assets from discontinued operations

 

$ 28,910

 

 

$ 31,162

 

 

 

 

 

 

 

 

 

 

Accrued expenses

 

$ 1,302

 

 

$ 2,564

 

Due to director

 

 

24,016

 

 

 

24,226

 

Due to related parties

 

 

25,014

 

 

 

19,476

 

Liabilities from discontinued operations

 

$ 50,332

 

 

$ 46,266

 

 

At the date of disposal on May 4, 2020, the Company recorded $6,286 as loss from operations of discontinued entity and $21,472 of gain on disposal of discontinued entity.

 

Following is the calculation for a gain from disposal of discontinued operations at the date of disposal of May 4, 2020:

 

Proceeds from disposal

 

$ 50

 

Less: Net assets distributed as of May 4, 2020

 

 

(21,422 )

Gain on disposal of discontinued operations

 

 

21,472

 

 

 
F-17

Table of Contents

 

COSMOS GROUP HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

  

NOTE–5 PLANT AND EQUIPMENT

 

Plant and equipment consisted of the following:

 

 

 

As of December 31,

 

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

Service vehicle, at cost

 

$ 111,914

 

 

$ 111,238

 

Less: accumulated depreciation

 

 

(78,106 )

 

 

(63,730 )

 

 

$ 33,808

 

 

$ 47,508

 

 

Depreciation expense for the years ended December 31, 2020 and 2019 were $13,983 and $18,352, as part of cost of revenue, respectively.

 

NOTE–6 LEASE LIABILITY

 

The Company purchased a service vehicle under a finance lease agreement with the effective interest rate of 2.25% per annum, due through May 29, 2020, with principal and interest payable monthly. As of December 31, 2020, the Company paid off the installment of lease liability.

 

Right of use assets and lease liability – right of use are as follows:

 

 

 

As of December 31

 

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

Right of use assets

 

$

 

 

$ 47,508

 

 

The lease liability – right of use is as follows:

 

 

 

As of December 31

 

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

Current portion

 

$

 

 

$ 8,333

 

Non-current portion

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

 

 

$ 8,333

 

 

 
F-18

Table of Contents

 

COSMOS GROUP HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE–7 INCOME TAXES

 

For the years ended December 31, 2020 and 2019, the local (“United States of America”) and foreign components of loss before income taxes were comprised of the following:

 

 

 

Years ended December 31,

 

 

 

2020

 

 

2019

 

Tax jurisdiction from:

 

 

 

 

 

 

- Local

 

$ (77,363 )

 

$ (594,236 )

- Foreign

 

 

(183,563 )

 

 

(79,113 )

Loss before income taxes

 

$ (260,926 )

 

$ (673,349 )

 

The provision for income taxes consisted of the following:

 

 

 

Years ended December 31,

 

 

 

2020

 

 

2019

 

Current:

 

 

 

 

 

 

- Local

 

$

 

 

$

 

- Foreign

 

 

 

 

 

244

 

 

 

 

 

 

 

 

 

 

Deferred:

 

 

 

 

 

 

 

 

- Local

 

 

 

 

 

 

- Foreign

 

 

 

 

 

(5,160 )

Income tax credit

 

$

 

 

$ (4,916 )

 

The effective tax rate in the years 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 operates in various countries: United States of America, BVI, Hong Kong and the People’s Republic of China (“the PRC”) that are 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.

 

As of December 31, 2020, the operation in the United States of America incurred $2,707,501 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards begin to expire in 2039, if unutilized. The Company has provided for a full valuation allowance against the deferred tax assets of $568,575 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.

 

BVI

 

Under the current BVI law, the Company is not subject to tax on income.

 

 
F-19

Table of Contents

  

COSMOS GROUP HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Hong Kong

 

The Company’s subsidiaries operating in Hong Kong are subject to the Hong Kong Profits Tax at a standard income tax rate of 16.5% on the assessable income arising in Hong Kong during its tax year. The reconciliation of income tax rate to the effective income tax rate for the years ended December 31, 2020 and 2019 is as follows:

 

 

 

Years ended December 31,

 

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

Loss before income taxes

 

$ (183,258 )

 

$ (78,067 )

Statutory income tax rate

 

 

16.5 %

 

 

16.5 %

Income tax benefit at statutory rate

 

 

(30,238 )

 

 

(12,881 )

Tax effect from non-deductible items

 

 

 

 

 

7,146

 

Tax effect from deductible items

 

 

 

 

 

(2,215 )

Valuation allowance

 

 

30,238

 

 

 

 

Tax adjustment

 

 

 

 

 

8,194

 

Income tax expense

 

$

 

 

$ 244

 

 

The following table sets forth the significant components of the deferred tax assets and liabilities of the Company as of December 31, 2020 and 2019:

 

 

 

As of December 31,

 

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

Deferred tax liabilities:

 

 

 

 

 

 

Accelerated depreciation

 

$ 7,886

 

 

$ 7,839

 

 

 

 

 

 

 

 

 

 

Deferred tax assets:

 

 

 

 

 

 

 

 

Net operating loss carryforwards

 

$ 598,813

 

 

$ 552,329

 

Less: valuation allowance

 

 

(598,813 )

 

 

(552,329 )

Deferred tax assets, net

 

$

 

 

$

 

 

The following is a reconciliation of the statutory tax rate to the effective tax rate:

 

 

 

For the Year

 

 

 

Ended December 31,

 

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

U.S. statutory tax (benefit)

 

 

(21.0 )%

 

 

(21.0 )%

Hong Kong statutory tax (benefit)

 

 

(16.5 )%

 

 

(16.5 )%

Permanent and temporary differences

 

-

 

 

0.7 %

Change in deferred tax asset valuation allowance

 

 

37.5 %

 

 

35.6 %

Other

 

-

 

 

0.5 %

Effective income tax rate

 

-

 

 

(0.7 )%

 

 
F-20

Table of Contents

 

COSMOS GROUP HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE–8 STOCKHOLDERS’ DEFICIT

 

Authorized stock

 

The Company’s authorized share is 500,000,000 common shares with a par value of $0.001 per share.

 

Common stock outstanding

 

On July 19, 2019, the Company issued 6,232,951 shares of its common stock to complete the acquisition of a subsidiary for its 51%, at the price of $8.99 per share. This acquisition transaction was mutually agreed to terminate on December 23, 2019 and these shares were fully returned and cancelled accordingly.

 

Concurrently, on July 19, 2019, the Company issued 1,074,647 shares of its common stock an independent consultant for business service in a term of 24 months, at a price of $8.99 per share. This transaction was mutually agreed to terminate by both parties and those shares were cancelled.

 

On December 24, 2019, the Company issued 44,000 shares of common stocks for service rendered in relation to AI Education business.

 

As of December 31, 2020 and 2019, the Company had a total of 21,536,933 shares of its common stock issued and outstanding.

 

NOTE–9 NET LOSS PER SHARE

 

Basic net loss per share is computed using the weighted average number of common shares outstanding during the year. The dilutive effect of potential common shares outstanding is included in diluted net loss per share. The following table sets forth the computation of basic and diluted net loss per share for the years ended December 31, 2020 and 2019:

 

 

 

Years ended December 31,

 

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

Net loss attributable to common shareholders

 

$ (245,740 )

 

$ (683,537 )

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding – Basic and diluted

 

 

21,536,933

 

 

 

21,493,897

 

 

 

 

 

 

 

 

 

 

Net loss per share – Basic and diluted

 

$ (0.01 )

 

$ (0.03 )

 

 
F-21

Table of Contents

 

COSMOS GROUP HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE–10 PENSION COSTS

 

The Company is required to make contribution to their employees under a government-mandated defined contribution pension scheme for its eligible full-times employees in Hong Kong. The Company is required to contribute a specified percentage of the participants’ relevant income based on their ages and wages level. During the years ended December 31, 2020 and 2019, $4,320 and $4,207 contributions were made accordingly.

 

NOTE–11 RELATED PARTY TRANSACTIONS

 

Sales to Related Party

 

Starting March 2020, the Company generates part of its revenue from referring truckload transportation service business to a related party, Lee Tat Logistic Holdings Limited, a company owned by one director of the Company, and charges a fixed rate of commission fee. Revenue from Lee Tat Logistic Holding Limited amounted to $44,776 and $0 for the year ended December 31, 2020 and 2019, respectively. As of December 31, 2020 and 2019, accounts receivable from Lee Tat Logistic Holding Limited was $44,797 and $0, respectively, of which $44,797 and $0 was recorded as allowance for doubtful accounts as of December 31, 2020 and 2019, respectively.

 

Due to Related Parties

 

As of December 31, 2020 and December 2019, the Company had $85,628 and $85,111 due to Cosmos Links International Holding Limited, respectively. Cosmos Links International Holding Limited is an entity controlled by Miky Wan, President, Chief Executive Officer and director of the Company. Those loans are unsecured, bear no interest, and are due on demand.

 

As of December 31, 2020 and December 2019, the Company had $370,167 and $331,119 due to Asia Cosmos Group Limited, respectively. Asia Cosmos Group Limited is an entity controlled by Miky Wan, President, Chief Executive Officer and director of the Company. Those loans are unsecured, bear no interest, and are due on demand.

 

The Company has advanced funds from Koon Wing Cheung, a shareholder of the Company and director of Lee Tat International Holdings limited, for working capital purposes. As of December 31, 2020 and December 31, 2019 there were $56,742 and $0 advances outstanding, respectively. Those advances are unsecured, bear no interest, and are due on demand.

 

Lease

 

The Company were provided free office space by its stockholder. The management determined that such cost is nominal and did not recognize the rent expense in its consolidated financial statements.

 

On July 1, 2020, the Company entered into a lease agreement with Koon Wing Cheung, a shareholder of the Company and director of Lee Tat International Holdings limited, pursuant to which the Company agreed to lease a real property located in Hong Kong from July 1, 2020 to March 31, 2021, with a monthly rent of $7,740 (HK$ 60,000), payable in advance on the 1st day of each month. The future minimum lease payment at December 31, 2020 is $23,220 for the year ended December 31, 2021.

 

Share Transfer

 

On July 19, 2019, the Company’s Chief Financial Officer, Mr. Yip received 2,149,293 shares of its common stock under the private transfer from Mr. Cheung, the former chief executive officer of the Company, to compensate his employment as Chief Financial Officer in a term of 2 years. Following the exit of AI Education business approved on March 16, 2020, the portion of 1,503,185 shares were subsequently returned and transferred back to Mr. Cheung, the former chief executive officer of the Company. The balance of 646,108 shares is served as a token of appreciation to Mr. Yip’s contribution as Chief Financial Officer for the period ending April 30, 2020.

 

NOTE–12 CONCENTRATIONS OF RISK

 

The Company is exposed to the following concentrations of risk:

 

(a) Major customers

 

 
F-22

Table of Contents

  

COSMOS GROUP HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

For the years ended December 31, 2020 and 2019, the customers who accounts for 10% or more of the Company’s revenues and its outstanding receivable balances as at year-end dates, are presented as follows:

 

 

 

Year ended December 31, 2020

 

 

 

December 31, 2020

 

Customer

 

Revenues

 

 

Percentage

of revenues

 

 

 

Accounts

Receivable, net

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer B

 

$ 61,294

 

 

 

45 %

 

 

 

$ -

 

Customer A

 

 

44,776

 

 

 

33 %

 

 

 

 

-

 

Customer C

 

 

26,482

 

 

 

20 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total:

 

$ 132,552

 

 

 

98 %

 

Total:

 

$ -

 

 

 

 

Year ended December 31, 2019

 

 

 

December 31, 2019

 

Customer

 

Revenues

 

 

Percentage

of revenues

 

 

 

Accounts

Receivable, net

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer B

 

$ 332,601

 

 

 

50 %

 

 

 

$ 34,892

 

Customer C

 

 

248,476

 

 

 

37 %

 

 

 

 

20,601

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total:

 

$ 581,077

 

 

 

87 %

 

Total:

 

$ 55,493

 

 

All customers are located in Hong Kong.

 

(b) Major vendors

 

For the year ended December 31, 2020, two venders represented more than 10% of the Company’s operating cost. These vendors accounted for 27% and 10% of the Company’s operating cost amounting to $27,847 and $10,537 with $0 and $0 of accounts payable at December 31, 2020, respectively.

 

For the year ended December 31, 2019, one vender represented more than 10% of the Company’s operating cost. This vendor accounted for 11% of the Company’s operating cost amounting to $64,295 with $18,555 of accounts payable at December 31, 2019.

 

(c) Credit risk

 

Financial instruments that are potentially subject to credit risk consist principally of trade receivables. The Company believes the concentration of credit risk in its trade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.

 

 
F-23

Table of Contents

 

COSMOS GROUP HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

(d) Interest rate risk 

 

As the Company has no significant interest-bearing assets, the Company’s income and operating cash flows are substantially independent of changes in market interest rates.

 

The Company’s interest-rate risk arises from finance lease. The Company manages interest rate risk by varying the issuance and maturity dates variable rate debt, limiting the amount of variable rate debt, and continually monitoring the effects of market changes in interest rates. As of December 31, 2020 and 2019, borrowing under finance lease was at fixed rate.

 

NOTE–13 COMMITMENTS AND CONTINGENCIES

 

As of December 31, 2020, the Company has no material commitments or contingencies.

 

NOTE–14 SUBSEQUENT EVENTS

 

On June 17, 2021, the Company entered into a Share Acquisition Agreement (the “Share Acquisition Agreement”), by and among the Company, Massive Treasure Limited, a British Virgin Islands corporation (“Massive Treasure”), and the holders of common shares of Massive Treasure.

 

Under the terms and conditions of the Share Acquisition Agreement, the Company offered to issue 1,078,269,470 shares of common stock of the Company, in consideration for all the issued and outstanding shares in Massive Treasure. Herbert Lee, expected to be appointed as a Company director, is the beneficial holder of 47,500 common shares, or 95%, of the issued and outstanding shares of Massive Treasure.

 

The Company will also issue 55,641,014 shares to complete the acquisitions of 12 business entities which Massive Treasure has signed with and remain outstanding.

 

Management has evaluated subsequent events through the date which the financial statements are available to be issued. All subsequent events requiring recognition as of December 31, 2020 have been incorporated into these financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”

 

 
F-24

Table of Contents

  

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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.

 

(Registrant)

 

 

 

 

 

 

By:

/s/Miky Y.C. Wan

 

 

 

Miky Y.C. Wan

 

 

 

Chief Executive Officer, President and Director

 

 

 

 

 

 

Dated:

June 25, 2021

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant, and in the capacities and on the dates indicated:

 

Signature

 

Title

 

Date

 

 

 

 

 

/s/ Miky Y.C. Wan

 

Chief Executive Officer, President and Director

 

June 25, 2021

Miky Y. C. Wan

 

 

 

 

 

 
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