SHARING ECONOMY INTERNATIONAL INC. 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 endedDecember 31, 2021 and 2020. The discussion and analysis that follows should be read together with the section entitled "Cautionary Note Concerning 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 ofthe United States . References to "Hong Kong Dollar" are to the Hong Kong Dollar, the legal currency of theHong Kong Special Administrative Region ofthe People's Republic of China , and "RMB" or "Chinese Renminbi" are to be Chinese Renminbi, the legal currency ofthe People's Republic of China . Throughout this report, assets and liabilities of the Company's subsidiaries are translated intoU.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 consolidated statement of stockholders' equity.
We are not required to obtain permission from the Chinese authorities to operate or to issue securities to foreign investors.
We, through our subsidiaries currently operate the sharing economy businesses. We derive our revenues from the sale of license and advertising right and in a term of certain periods. Unfortunately the COVID-19 situation has created adverse market conditions to sharing economy due to the changes in consumer
and business market behaviors.
We are at a development stage company and reported a net loss of$3,897,513 and$6,788,645 for the years endedDecember 31, 2021 and 2020, respectively. We had current assets of$4,139,415 and current liabilities of$12,264,300 as ofDecember 31, 2021 . As ofDecember 31, 2020 , our current assets and current liabilities were$3,966,698 and$11,707,297 , respectively. Our financial statements for the years endedDecember 31, 2021 and 2020 have been prepared 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 the sale of equity securities, which include common stock sold in private transactions and public offerings, capital leases and short-term and long-term debts. 30 RESULTS OF OPERATIONS
Years Ended
The following table sets forth the results of our operations for the years ended
Years Ended December 31,
2021 2020
Dollars Dollars
Revenues $ 237,756 $ 51,925
Cost of revenues (54,038 ) (853 )
Gross profit 183,718 51,072
Operating expenses 4,258,740 3,932,199
Loss from operations (4,075,022 ) (3,881,127 )
Other (expense) income, net 177,509 (2,907,518 )
Loss from continuing operations before provision for income taxes (3,897,513 ) (6,788,645 )
Provision for income taxes - -
Net loss $ (3,897,513 ) $ (6,788,645 )
Revenues. During the year ended December 31, 2021 , we recognized revenues from
our sharing economy business of $237,756 compared to approximately $51,925 for
the year ended December 31, 2020 . The revenue increased mainly due to the local
growth in advertising activities during the year.
Cost of revenues. Cost of revenues includes the domain and hosting charges. For
the year ended December 31, 2021 , cost of revenues was $54,038 as compared to
$853 for the year ended December 31, 2020 , a decrease of approximately $53,185 ,
or 6,235%. The cost of revenues decreased mainly due to the local growth in
advertising activities during the year.
Gross profit and gross margin. Our gross profit was approximately $183,718 for
the year ended December 31, 2021 as compared to gross profit of approximately
$51,072 for the year ended December 31, 2020 , representing gross margins of
77.2% and 98.3% respectively, an increase year over year. The decrease in our
gross margin for 2021 was primarily attributed to the improve platform operation
system. We expect that our gross margin will remain at its current levels by
increasing more exposure to the market.
Operating expenses. For the year ended December 31, 2021 operating expenses were
$4,258,740 as compared to $3,932,199 for the year ended December 31, 2020 , an
increase of approximately $326,541 , or 8.3%, and consisted of the following:
Loss from operations. As a result of the factors described above, for the year
ended December 31, 2021 , loss from operations amounted to $4,075,022 , as
compared to approximately $3,881,127 for the year ended December 31, 2020 . The
amount slightly increased mainly due to the growth of business during the year.
Other income (expense), net. Other expense, net of other income, includes
interest income, interest expense, loss on foreign currency translation loss,
dividend income, gain on disposal of marketable securities, amounted to $177,509
for the year ended December 31, 2021 . As compared to the year ended December 31,
2020 , total other expense, net, amounted to $2,907,518 , mainly consisted of
interest income, interest expense, dividend income, impairment loss on
intangible assets, impairment loss on marketable securities, gain on disposal of
marketable securities, unrealized gain on marketable securities, gain on foreign
currency translation, and loss on disposal of a subsidiary.
Income tax provision. Income tax expense was
Net loss. As a result of the foregoing, our net loss was$3,897,513 for the year endedDecember 31, 2021 , as compared with net loss$6,788,645 for the year endedDecember 31, 2020 , a change of$2,891,132 or 43%. The amount decreased mainly due to no impairment loss on other receivable, impairment loss on goodwill and written-off prepayments incurred during the year. 31
Liquidity and Capital Resources
Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations and otherwise operate on an ongoing basis. AtDecember 31, 2021 and 2020, we had cash balances of$66,723 and$1,805,417 , respectively. These funds are located in financial institutions mainly located inHong Kong .
The following table sets forth a summary of changes in our working capital from
December 31, December 31, Percentage
2021 2020 Change Change
Working capital:
Total current assets $ 4,139,415 $ 3,966,698 $ 172,717 4.35 %
Total current liabilities 12,265,428 11,707,297 558,131 4.76 %
Working capital deficit $ (8,126,013 ) $ (7,740,599 ) $ (385,414 ) (4.98 )%
Our working capital deficit increased by$385,414 to$8,126,013 atDecember 31, 2021 from$7,740,599 atDecember 31, 2020 . This increase in working deficit is primarily attributable less cash balance at the year end. Because the exchange rate conversion is different for the consolidated balance sheets and the consolidated statements of cash flows, the changes in assets and liabilities reflected on the consolidated statements of cash flows are not necessarily identical with the comparable changes reflected on the consolidated balance sheets. For the Years EndedDecember 31, 2021 2020
Net Cash Used in Operating Activities$ (1,504,541 ) $ (1,544,186 ) Net Cash Provided by (Used in) Investing Activities (1,144,067 ) 1,332,707 Net Cash Provided by Financing Activities 971,592
1,962,194
Effect of Exchange Rate Changes in Cash and Cash Equivalents (62,128 ) (28,965 ) Cash and Cash Equivalents at Beginning of Year
1,805,417 83,667
Cash and cash equivalents at end of Year$ 66,273
$ 1,805,417
Cash Flow in Operating Activities
Net cash used in operating activities for the year endedDecember 31, 2021 was primarily the result of the net loss of$3,897,513 , by decreases in accounts receivable of$102,369 , prepaid expenses and other receivables of$174,655 , deferred revenue of$107 and gain on sale of marketable securities of$1,143,491 . These amounts were partially offset by accounts payable and accrued expenses of$20,666 , other payable of$209,820 , depreciation of$135,561 , amortization of 98,149, impairment of goodwill of$27,353 , stock-based consultancy fee of$2,061,450 , stock-based business marketing fee$599,220 , amortization of debt discount of$2,822 , and unreleased gain on marketable securities of$607,309 . Net cash used in operating activities for the year endedDecember 31, 2020 was primarily the result of the net loss of$6,788,645 by decreases in accounts receivable of$38,509 , income tax payable of$6,802 , gain on sale of marketable securities of$428,621 and unrealized gain on marketable securities of$292,126 . These amount were partially offset by prepaid expenses and other receivables of$14,725 , accounts payables and accrued expense of$748,366 , other payable of$697,252 , deferred revenue of$107 , depreciation of$134,691 , amortization of$202,992 , impairment loss of intangible assets of$750,000 , impairment loss of other receivables of$705,000 , impairment loss of marketable securities of$1,951,091 , impairment loss of goodwill$82,692 , written-off prepayment of$122,514 , stock-based profession fees of$523,008 , loss on disposal of a subsidiary of$70,900 and amortization of debt discount of$7,179 .
Cash Flow in Investing Activities
Net cash used in investing activities for the year endedDecember 31, 2021 , primarily mainly related to the purchase of marketable securities of$22,237,565 , purchase of property, plant and equipment of$27,722 and offset by proceeds from disposal of investment in marketable securities of$21,128,705 and dividend received of$12,515 .
Net cash used in investing activities for the year endedDecember 31, 2020 , primarily mainly related to the purchase of marketable securities of$11,482,148 , purchase of non-controlling interest and offset by proceeds from disposal of investment in marketable securities of$12,803,705 , proceeds from disposal of a subsidiary of$8,252 and dividend received of$3,052 . 32
Cash Flow in Financing Activities
Net cash provided by financing activities for the year endedDecember 31, 2021 , we received$1,180,190 from related party and received$710,258 from issuance of note payable offsetting by$917,728 on the repayment of bank loan. Net cash provided by financing activities for the year endedDecember 31, 2020 , we had net cash provided by financing activities of$1,962,194 . We received advances from related party of$102,871 , received net proceeds from issuance of note payable of$183,000 , and received net proceeds from bank loans of$1,735,147 , then repaid bank loan of$58,824 . We have historically funded our capital expenditures through cash flow provided by operations and bank loans. We intend to fund the cost with cash flow from our operations and by obtaining financing mainly from local banking institutions with which we have done business in the past. We believe that the relationships with local banks are in good standing and we have not encountered difficulties in obtaining needed borrowings from local banks. 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 may include the sale of equity securities, which include common stock sold in private transactions, short-term and long-term debts. While we believe that we will obtain external financing and the existing shareholders will continue to provide the additional cash to meet our obligations as they become due, there can be no assurance that we will be able to raise such additional capital resources on satisfactory terms. We believe that our capital resources are not currently adequate to continue operating and maintaining its business strategy for the next twelve months from the date of this report. We may seek to raise capital through additional debt and/or equity financings to fund its operations in the future. Although we have historically raised capital from sales of equity and from bank loans, there is no assurance that it will be able to continue to do so.
If we cannot raise additional funds, we will have to cease business operations. As a result, our common stock investors would lose all of their investment.
We believe that these matters raise substantial doubt about the ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Material Cash Requirements We have not achieved profitability since our inception and we expect to continue to incur net losses for the foreseeable future. We expect net cash expended in 2022 to be slightly higher than 2021. As ofDecember 31, 2021 , we had an accumulated deficit of$76,808,089 . Our material cash requirements are highly dependent upon the additional financial support from our major shareholders
in the next 12 - 18 months.
We have certain fixed contractual obligations and commitments that include future estimated payments. Changes in our business needs, cancellation provisions, changing interest rates, and other factors may result in actual payments differing from the estimates. We cannot provide certainty regarding the timing and amounts of payments. We have presented below a summary of the most significant assumptions used in our determination of amounts presented in the tables, in order to assist in the review of this information within the context of our consolidated financial position, results of operations, and cash flows. The following tables summarize our contractual obligations as ofDecember 31, 2021 , and the effect these obligations are expected to have on our liquidity and cash flows in future periods. Payments Due by Period Less than Contractual obligations: Total 1 year 1-3 years 3-5 years 5 + years Bank loans (1)$ 10,407,032 $ 5,584,738 $ 91,313 $ 91,313 $ 4,639,618
Convertible note payable (2) 1,113,830 1,113,830
- - - Total$ 11,520,862 $ 6,698,568 $ 91,313 $ 91,313 $ 4,639,618
(1) Bank loans consisted of short term and long-term bank loans.
(2)
33
Off-balance Sheet Arrangements
Except as discussed below, we have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder's equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.
Critical Accounting Policies and Estimates
The preparation of consolidated financial statements in conformity with accounting principles generally accepted inthe 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 consolidated 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 consolidated 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 consolidated financial statements. Principles of Consolidation
The Company's consolidated financial statements include the financial statements of its wholly-owned and majority owned subsidiaries. All significant intercompany accounts and transactions have been eliminated upon consolidation.
Noncontrolling interest The Company accounts for noncontrolling interest in accordance with ASC Topic 810-10-45, which requires the Company to present noncontrolling interests as a separate component of total shareholders' equity on the consolidated balance sheets and the consolidated net loss attributable to the its noncontrolling interest be clearly identified and presented on the face of the consolidated statements of operations and comprehensive loss. Use of estimates
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in theU.S. requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures at the date of the financial statements and during the reporting period. Actual results could materially differ from these estimates. Significant estimates in the years endedDecember 31, 2021 and 2020 include the allowance for doubtful accounts on accounts and other receivables, the useful life of property and equipment and intangible assets, assumptions used in assessing impairment of long-term assets and valuation of deferred tax assets, accruals for taxes due, and the value
of stock-based compensation.
Available-for-sale marketable securities
Available-for-sale marketable securities are reported at fair value using the
market approach based on the quoted prices in active markets at the reporting
date. The Company classifies the valuation techniques that use these inputs as
Level 1 of fair value measurements. Any unrealized losses that are deemed
other-than-temporary are included in current period earnings and removed from
accumulated other comprehensive income (loss).
34
Realized gains and losses on marketable securities are included in current period earnings. For purposes of computing realized gains and losses, the cost basis of each investment sold is generally based on the weighted average cost method.
The Company regularly evaluates whether the decline in fair value of available-for-sale securities is other-than-temporary and objective evidence of impairment could include:
? The severity and duration of the fair value decline;
? Deterioration in the financial condition of the issuer; and
? Evaluation of the factors that could cause individual securities to have an
other-than-temporary impairment.
Property and equipment
Property and equipment are carried at cost and are depreciated on a
straight-line basis over the estimated useful lives of the assets. The cost of
repairs and maintenance is expensed as incurred; major replacements and
improvements are capitalized. When assets are retired or disposed of, the cost
and accumulated depreciation are removed from the accounts, and any resulting
gains or losses are included in the statements of operations in the year of
disposition. The Company examines the possibility of decreases in the value of
fixed assets when events or changes in circumstances reflect the fact that their
recorded value may not be recoverable.
Useful life
Office equipment and furniture 5 years
Vehicles 5 years
Yachts 5 years
Impairment of long-lived assets and intangible asset
In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset's estimated fair value and its book value. AtDecember 31, 2021 and 2020, the Company conducted an impairment assessment on property, equipment and intangible asset based on the guidelines established in ASC Topic 360 to determine the estimated fair market value of property, equipment and intangible asset as ofDecember 31, 2021 and 2020. Such analysis considered future use of such equipment, consultation with equipment resellers, subsequent sales of price of equipment held for sale, and other industry factors. Upon completion of the 2021 impairment analysis, the Company recorded impairment charges on long-lived assets of$0 and$750,000 for the year endedDecember 31, 2021 and 2020. Revenue recognition The Company adopted Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"). Under ASU 2014-09, 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.
The transaction price for each contract is determined based on the amount the
Company expects to be entitled to receive in exchange for transferring the
promised products or services to the customer. Collectability of revenue is
reasonably assured based on historical evidence of collectability of fees the
Company charges its customers. The transaction price in the contract is
allocated to each distinct performance obligation in an amount that represents
the relative amount of consideration expected to be received in exchange for
satisfying each performance obligation. Revenue is recognized when performance
obligations are satisfied. At contract inception, the Company determines whether
it satisfies the performance obligation over time or at a point in time.
35
The Company derives its revenues from the sale of advertising service in a monthly payment term. The Company's performance obligation includes providing the connectivity among merchants and consumers, generally through its online media advertising platform. Online marketing consists of search engine marketing, display advertisements, referral programs and affiliate marketing. The Company will provide resources to support the marketing needs of the sharing economy businesses via partnerships and acquisitions of advertising companies. The majority of the Company's contracts with customers only contain a single performance obligation. When the agreements involve with multiple performance obligations, the Company will account for individual performance obligations separately, if they are distinct. Income taxes The Company is governed by the Income Tax Law of the PRC, Inland Revenue Ordinance ofHong Kong and theU.S. Internal Revenue Code of 1986, as amended. The Company accounts for income taxes using the asset/liability method prescribed by ASC 740, "Accounting for Income Taxes." Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. OnDecember 22, 2017 ,the United States signed into law the Tax Cuts and Jobs Act (the "Act"), a tax reform bill which, among other items, reduces the current federal income tax rate inthe United States to 21% from 35%. The rate reduction is effectiveJanuary 1, 2018 , and is permanent. The Act has caused the Company's deferred income taxes to be revalued. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through income tax expense. Pursuant to the guidance withinSEC Staff Accounting Bulletin No. 118 ("SAB 118"), as ofDecember 31, 2021 , the Company recognized the provisional effects of the enactment of the Act for which measurement could be reasonably estimated. Since the Company has provided a full valuation allowance against its deferred tax assets, the revaluation of the deferred tax assets did not have a material impact on any period presented. The ultimate impact of the Act may differ from these estimates due to the Company's continued analysis or further regulatory guidance that may be issued as a result of the Act. The Company applied the provisions of ASC 740-10-50, "Accounting for Uncertainty in Income Taxes," which provides clarification related to the process associated with accounting for uncertain tax positions recognized in the Company's financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company's liability for income taxes. Any such adjustment could be material to the Company's results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As ofDecember 31, 2021 and 2020, the Company had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future.
Foreign currency translation
The reporting currency of the Company is theU.S. dollar. The functional currency of the parent company is theU.S. dollar and the functional currency of the Company's operating subsidiaries is the Chinese Renminbi ("RMB") orHong Kong dollars ("HKD"). For the subsidiaries and affiliates, whose functional currencies are the RMB or HKD, results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements intoU.S. dollars are included in determining comprehensive loss. 36
The Company did not enter into any material transaction in foreign currencies. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company.
Loss per share of common stock
ASC Topic 260 "Earnings per Share," requires presentation of both basic and
diluted earnings per share ("EPS") with a reconciliation of the numerator and
denominator of the basic EPS computation to the numerator and denominator of the
diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the
potential dilution that could occur if securities or other contracts to issue
common stock were exercised or converted into common stock or resulted in the
issuance of common stock that then shared in the earnings of the entity.
Basic net loss per share is computed by dividing net loss available to common
stockholders by the weighted average number of shares of common stock
outstanding during the period. Diluted net loss per share is computed by
dividing net loss by the weighted average number of shares of common stock,
common stock equivalents and potentially dilutive securities outstanding during
each period.
Comprehensive loss
Comprehensive loss is comprised of net loss and all changes to the statements of
stockholders' equity, except those due to investments by stockholders, changes
in paid-in capital and distributions to stockholders. For the Company,
comprehensive loss for the years ended December 31, 2021 and 2020 included net
loss and unrealized (loss) gain from foreign currency translation adjustments.
Stock-based compensation
Stock-based compensation is accounted for based on the requirements of the Share-Based Payment topic of ASC Topic 718, which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the vesting period or immediately if fully vested and non-forfeitable. TheFinancial Accounting Standards Board ("FASB") also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date
fair value of the award.
Fair value of financial instruments
The Company adopted the guidance of ASC Topic 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:
Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.
Level 2 - Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3 - Inputs are unobservable inputs which reflect the reporting entity's own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The Company did not measure these assets at fair value atDecember 31, 2021 and 2020. The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable, prepaid expenses and other receivables, short-term bank loans, convertible notes payable, note payable, accounts payable, accrued liabilities, amount due to a related party and income taxes payable approximate their fair market value based on the short-term maturity of these instruments. ASC Topic 825-10 "Financial Instruments" allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments.
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