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IFBD Infobird Company Ltd

2.07
-0.24 (-10.39%)
21 Dec 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Infobird Company Ltd NASDAQ:IFBD NASDAQ Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  -0.24 -10.39% 2.07 1.85 3.66 2.2833 1.75 2.25 59,568 05:00:09

Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

31/10/2023 9:01pm

Edgar (US Regulatory)


 

 

 UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of October 2023

 

Commission File Number: 001-40301

 

Infobird Co., Ltd

(Registrant’s Name)

 

Unit 532A, 5/F, Core Building 2, No. 1 Science Park West Avenue

Hong Kong Science Park, Tai Po, N.T., Hong Kong

(Address of Principal Executive Offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F Form 40-F

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

 

 

 

 

When used in this Form 6-K, unless otherwise indicated, the terms “the Company,” “Infobird,” “we,” “us” and “our” refer to Infobird Co., Ltd and its subsidiaries.

 

Other Information

 

Attached hereto as Exhibit 99.1 are the unaudited condensed consolidated financial statements of the Company as of June 30, 2023 and for the six months ended June 30, 2023 and 2022; and attached hereto as Exhibit 99.2 is the management’s discussion and analysis of financial condition and results of operations of the Company.

 

Exhibits

 

Exhibit No   Description
     
99.1   Infobird’s Unaudited Interim Condensed Consolidated Financial Statements as of June 30, 2023 and for the six months ended June 30, 2023 and 2022.
99.2  

Infobird’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

      INFOBIRD CO., LTD
       
Date: October 31, 2023 By: /s/ Yiting Song
      Yiting Song, Chief Financial Officer

 

 

 

 

 

 

 

 

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Exhibit 99.1

 

INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Six Months Ended June 30, 2023 and 2022 (Unaudited) Page
Financial Statements:  
Unaudited Interim Condensed Consolidated Balance Sheets F-2
Unaudited Interim Condensed Consolidated Statements of Operation and Comprehensive loss F-3
Unaudited Interim Condensed Consolidated Statements of Changes in Equity F-4
Unaudited Interim Condensed Consolidated Statements of Cash Flows F-5
Notes to Unaudited Interim Condensed Consolidated Financial Statements F-6

 

F-1

 

 

INFOBIRD CO., LTD AND SUBSIDIARIES
 UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

 

       
   June 30,  December 31,
   2023  2022
       
ASSETS          
CURRENT ASSETS          
Cash  $3,390   $209,561 
Other receivables, net   7,361,897     
Due from discontinued operations   17,632,181    14,013,927 
Escrow, current   6,800,000    4,896,932 
Short-term investment       6,704,029 
Current assets of discontinued operations   1,127,572    1,563,009 
Total current assets   32,925,040    27,387,458 
           
OTHER ASSETS          
Other assets of discontinued operations   162,582    3,260,740 
Total other assets   162,582    3,260,740 
           
Total assets  $33,087,622   $30,648,198 
           
LIABILITIES AND SHAREHOLDERS’ EQUITY          
           
CURRENT LIABILITIES          
Current liabilities of discontinued operations  $24,280,239   $24,119,744 
Total current liabilities   24,280,239    24,119,744 
           
OTHER LIABILITIES          
Advance from investor   2,220,000     
Other liabilities of discontinued operations       26,772 
Total other liabilities   2,220,000    26,772 
           
Total liabilities   26,500,239    24,146,516 
           
COMMITMENTS AND CONTINGENCIES        
SHAREHOLDERS’ EQUITY          
Ordinary shares,$0.025 par value, 1,000,000,000 shares authorized, 5,100,164 and 3,818,663 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively*   127,504    95,467 
Additional paid-in capital   38,227,552    33,737,276 
Statutory reserves   449,136    449,136 
Accumulated deficits   (32,650,031)   (28,066,415)
Accumulated other comprehensive income   786,414    361,655 
Total shareholders’ equity attributable to Infobird Co., Ltd   6,940,575    6,577,119 
           
Noncontrolling interests   (353,192)   (75,437)
Total equity   6,587,383    6,501,682 
           
Total liabilities and equity  $33,087,622   $30,648,198 

 

* retroactively restated to reflect 1-for-5 share consolidation effective on September 9, 2022 and 1-for-5 share consolidation effective on May 15, 2023.

  

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

 

F-2

 

 

INFOBIRD CO., LTD AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

 

           
   For the Six Months Ended
   June 30,  June 30,
   2023  2022
       
REVENUES  $   $ 

COST OF REVENUES

        
           
GROSS PROFIT        
           
OPERATING EXPENSES:          
Selling        
General and administrative   854,683    422,823 
Research and development        
Long-live assets impairment        
Total operating expenses   854,683    422,823 
           
LOSS FROM OPERATIONS   (854,683)   (422,823)
           
OTHER INCOME (EXPENSE)          
Interest income        
Interest expense       (990)
Other income (expense), net   85,389    (434,668)
Total other income (expense), net   85,389    (435,658)
           
LOSS BEFORE INCOME TAXES   (769,294)   (858,481)
           
PROVISION FOR (BENEFIT OF) INCOME TAXES        
           
NET LOSS FROM CONTINUING OPERATIONS   (769,294)   (858,481)
           
NET LOSS FROM DISCONTINUED OPERATIONS   (4,101,419)   (6,932,322)
           
NET LOSS   (4,870,713)   (7,790,803)
           
Less: Net loss attributable to noncontrolling interest from discontinued operations   (287,097)   (40,082)
           
NET LOSS ATTRIBUTABLE TO INFOBIRD CO.,LTD  $(4,583,616)  $(7,750,721)
           
NET LOSS   (4,870,713)   (7,790,803)
           
FOREIGN CURRENCY TRANSLATION ADJUSTMENT   434,101    (152,972)
           
TOTAL COMPREHENSIVE LOSS   (4,436,612)   (7,943,775)
           
Less: Comprehensive loss attributable to noncontrolling interests from discontinued operations   (277,755)   (46,546)
           
COMPREHENSIVE LOSS ATTRIBUTABLE TO INFOBIRD CO., LTD  $(4,158,857)  $(7,897,229)
           
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES*          
Basic and diluted   4,430,210    1,018,663 
           
LOSS PER SHARE          
Basic and diluted - continuing operations  $(0.17)  $(0.84)
Basic and diluted - discontinued operations  $(0.86)  $(6.77)

 

* retroactively restated to reflect 1-for-5 share consolidation effective on September 9, 2022 and 1-for-5 share consolidation effective on May 15, 2023. 

  

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

 

F-3

 

 

INFOBIRD CO., LTD AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

 

                                         
            Retained earnings  Accumulated      
         Additional  (accumulated deficit)  other      
   Ordinary shares  paid-in  Statutory     comprehensive  Noncontrolling   
   Shares*  Par value  capital  reserves  Unrestricted  income (loss)  interests  Total
BALANCE, December 31, 2021   1,018,663    25,467    26,783,333    449,136    (12,799,436)   592,218    850,152    15,900,870 
Net loss attributable to Infobird Co., Ltd                   (7,750,721)           (7,750,721)
Net loss attributable to noncontrolling interests                           (40,082)   (40,082)
Share-based compensations for consulting services           10,134                    10,134 
Foreign currency translation adjustment                       (146,508)   (6,464)   (152,972)
BALANCE, June 30, 2022 (unaudited)   1,018,663   $25,467   $26,793,467   $449,136   $(20,550,157)  $445,710   $803,606   $7,967,229 

 

            Retained earnings  Accumulated      
         Additional  (accumulated deficit)  other      
   Ordinary shares  paid-in  Statutory     comprehensive  Noncontrolling   
   Shares*  Par value  capital  reserves  Unrestricted  income (loss)  interests  Total
BALANCE, December 31, 2022  3,818,663   $95,467   $33,737,276   $449,136   $(28,066,415)  $361,655   $(75,437)  $6,501,682 
Net loss attributable to Infobird Co., Ltd                   (4,583,616)           (4,583,616)
Net loss attributable to noncontrolling interests                           (287,097)   (287,097)
Issued orinary shares under F3, net of issuance costs   769,200    19,230    4,503,083                    4,522,313 
Warrants convert to ordinary shares   499,980    12,500    (12,500)                    
Additional ordinary shares of round up adjustment due to retroactive effect of Share Consolidation in 2023   12,321    307    (307)                    
Foreign currency translation adjustment                       424,759    9,342    434,101 
BALANCE, June 30, 2023 (unaudited)   5,100,164   $127,504   $38,227,552   $449,136   $(32,650,031)  $786,414   $(353,192)  $6,587,383 

 

* retroactively restated to reflect 1-for-5 share consolidation effective on September 9, 2022 and 1-for-5 share consolidation effective on May 15, 2023.

 

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

  

F-4

 

 

INFOBIRD CO., LTD AND SUBSIDIARIES
 UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

           
   For the Six Months Ended
   June 30,
   2023  2022
       
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net loss  $(4,870,713)  $(7,790,803)
Net loss from discontinued operations   (4,101,419)   (6,932,322)
Net loss from continuing operations   (769,294)   (858,481)
Adjustments to reconcile net loss to net cash provided by operating activities:          
(Gain)/Loss of investment   (84,634)   434,669 
Stock-base compensations for consulting service       10,134 
Change in operating assets and liabilities          
Other receivables   (573,234)    
Due from discontinued operations   (3,618,254)   1,013,952 
Net cash (used in) provided by operating activities from continuing operations   (5,045,416)   600,274 
Net cash provided by (used in) operating activities from discontinued operations   2,588,279    (4,593,829)
Net cash used in operating activities   (2,457,137)   (3,993,555)
           
CASH FLOWS FROM INVESTING ACTIVITIES:          
Cash deposit in escrow account   (2,000,000)    
Net cash used in investing activities from continuing operations   (2,000,000)    
Net cash provided by investing activities from discontinued operations   14,874     
Net cash used in investing activities   (1,985,126)    
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Net proceeds from issuance of common stock under F3   4,522,313     
Net proceeds in advance for the issuance of convertible bonds in September 2023   2,220,000     
Refunds from escrow   96,932     
Net cash provided by financing activities from continuing operations   6,839,245     
Net cash used in financing activities from discontinued operations   (3,007,751)   (732,567)
Net cash provided by (used in) financing activities   3,831,494    (732,567)
           
EFFECT OF EXCHANGE RATE CHANGES   130,863    (146,501)
           
NET CHANGE IN CASH   (479,906)   (4,872,623)
           
CASH, beginning of period   1,038,819    6,293,415 
           
CASH, end of period  $558,913   $1,420,792 
 CASH, CASH EQUIVALENTS AND RESTRICTED CASH:          
LESS: CASH, CASH EQUIVALENTS AND RESTRICTED CASH FROM DISCONTINUED OPERATIONS  $555,523   $1,210,556 
           
CASH, CASH EQUIVALENTS AND RESTRICTED CASH FROM CONTINUING OPERATIONS  $3,390   $210,236 
           
SUPPLEMENTAL CASH FLOW INFORMATION:          
Cash paid for income tax  $   $1,515 
Cash paid for interest  $22,808   $202,028 
           
NON-CASH INVESTING AND FINANCING ACTIVITIES:          
Initial recognition of operating right of use asset and lease liability  $   $787,738 
Elimination of operating right of use asset and lease liability upon termination of operating lease  $   $772,501 

 

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

 

F-5

 

 

INFOBIRD CO., LTD AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, unless stated otherwise)

 

Note 1 – Nature of business and organization

 

Infobird Co., Ltd (“Infobird Cayman” or the “Company”) is a holding company incorporated on March 26, 2020 under the laws of the Cayman Islands. The Company has no substantive operations other than holding all of the outstanding share capital of Infobird International Limited (“Infobird HK”) established under the laws of Hong Kong on April 21, 2020.

 

Infobird HK is also a holding company holding all of the outstanding equity of Infobird Digital Technology (Beijing) Co., Ltd (“Infobird WFOE”) which was established on May 20, 2020 under the laws of the People’s Republic of China (“PRC” or “China”).

 

The Company, through its variable interest entity (“VIE”), Beijing Infobird Software Co., Ltd (“Infobird Beijing”), a PRC limited liability company established on October 26, 2001, and through its subsidiaries, is a software-as-a-service (“SaaS”) provider of innovative AI-powered (artificial intelligence enabled) customer engagement solutions in China. The Company primarily provides standard and customized customer relationship management cloud-based services, such as SaaS, and business process outsourcing (“BPO”), services to its clients.

 

On October 17, 2013, Infobird Beijing established its 90.18% owned subsidiary, Guiyang Infobird Cloud Computing Co., Ltd (“Infobird Guiyang”), a PRC limited liability company. Infobird Guiyang also engages in software development and mainly provides BPO services to its customers. On June 20, 2012, Infobird Beijing established a 99.95% owned subsidiary, Anhui Xinlijia E-commerce Co., Ltd (formerly known as Anhui Infobird Software Information Technology Co., Ltd) (“Infobird Anhui”), a PRC limited liability company. Infobird Anhui also engages in software development and mainly provides cloud services and technology solutions to customers.

 

On May 27, 2020, Infobird Cayman completed a reorganization of entities under common control of its then existing shareholders, who collectively owned all of the equity interests of Infobird Cayman prior to the reorganization. Infobird Cayman and Infobird HK were established as the holding companies of Infobird WFOE. Infobird WFOE is the primary beneficiary for accounting purposes of Infobird Beijing and its subsidiaries. All of these entities are under common control which results in the consolidation of Infobird Beijing and subsidiaries which have been accounted for as a reorganization of entities under common control at carrying value. Infobird WFOE is deemed to have a controlling financial interest and be the primary beneficiary for accounting purposes of Infobird Beijing because it has both of the following characteristics: (1) the power to direct activities at Infobird Beijing that most significantly impact such entity’s economic performance, and (2) the right to receive benefits from Infobird Beijing that could potentially be significant to such entity. The unaudited interim condensed consolidated financial statements are prepared on the basis as if the reorganization became effective as of the beginning of the first period presented in the accompanying unaudited interim condensed consolidated financial statements of Infobird Cayman.

 

On December 2, 2021, Infobird Beijing completed its 51% acquisition of Shanghai Qishuo Technology Inc. (“Shanghai Qishuo”), a PRC limited liability company and a SaaS provider of big data analysis to retail stores aimed at operation improvement, for approximately $1.3 million (RMB 8.6 million). Shanghai Qishuo is a fast-growing provider of consumer product and retail store digitalization solutions.

 

On May 31, 2022, Infobird Anhui completed its 100% acquisition of Hefei Weiao Information Technology Co., Ltd (“Anhui Weiao”), a PRC limited liability company owned VATS License with the business scope of “Nationwide Domestic Call Center Services” to improve our cloud-based services.

 

The accompanying unaudited interim condensed consolidated financial statements reflect the activities of Infobird Cayman and each of the following entities:

 

F-6

 

 

INFOBIRD CO., LTD AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, unless stated otherwise)

 

       
Name   Background   Ownership
Infobird
International Limited (“Infobird HK”)
  ● A Hong Kong company
● Incorporated on April 21, 2020
● A holding company
  100% owned by Infobird Cayman
Infobird Digital Technology (Beijing) Co., Ltd (“Infobird WFOE”)   ● A PRC limited liability company and deemed a wholly foreign
owned enterprise (“WFOE”)
● Incorporated on May 20, 2020
● Registered capital of $15,000,000 (RMB 106,392,000)
● A holding company
  100% owned by Infobird HK
Beijing Infobird Software Co., Ltd (“Infobird Beijing”)   ● A PRC limited liability company
● Incorporated on October 26, 2001
● Registered capital of $2,417,947 (RMB 16,624,597)
● Software developing that provides software as a service (SaaS)
  VIE of Infobird WFOE
Guiyang Infobird Cloud Computing Co., Ltd
(“Infobird Guiyang”)
  ● A PRC limited liability company
● Incorporated on October 17, 2013
● Registered capital of $1,777,645 (RMB 12,222,200)
● Software developing that provides software as a service (SaaS)
  90.18% owned by Infobird Beijing
Anhui Xinlijia E-commerce Co., Ltd (formerly known as Anhui Infobird Software Information Technology Co., Ltd) (“Infobird Anhui”)   ● A PRC limited liability company
● Incorporated on June 20, 2012
● Registered capital of $1,454,440 (RMB 10,000,000)
● Software developing that provides software as a service (SaaS)
  99.95% owned by Infobird Beijing
Shanghai Qishuo Technology Inc. (“Shanghai Qishuo”)   ● A PRC limited liability company
● Incorporated on April 10, 2014
● Registered capital of $156,922 (RMB 1,000,000)
● Software developing that provides software as a service (SaaS)
  51% owned by Infobird Beijing
Hefei Weiao Information Technology Co., Ltd (“Anhui Weiao”)   ● A PRC limited liability company
● Incorporated on May 25, 2018
● Registered capital of $1,439,325 (RMB 10,000,000)
● Software developing that provides software as a service (SaaS)
  100% owned by Infobird Anhui

 

Contractual Arrangements

 

Due to legal restrictions on foreign ownership and investment in, among other areas, the development and operation of information technology in China, including cloud computing and big data analytics, the Company operates its businesses in which foreign investment is restricted or prohibited in the PRC through certain PRC domestic companies. Neither the Company nor its subsidiaries own any equity interest in Infobird Beijing. As such, Infobird Beijing is controlled through contractual arrangements in lieu of direct equity ownership by the Company or any of its subsidiaries. Such contractual arrangements consist of a series of three agreements, along with shareholders’ powers of attorney (“POAs”) and spousal consent letters (collectively the “Contractual Arrangements”, which were signed on May 27, 2020).

 

The significant terms of the Contractual Arrangements are as follows:

 

Exclusive Business Cooperation Agreement

 

Pursuant to the exclusive business cooperation agreement between Infobird WFOE and Infobird Beijing, Infobird WFOE has the exclusive right to provide Infobird Beijing with technical support services, consulting services and other services, including technical support and training, business management consultation, consultation, collection and research of technology and market information, marketing and promotion services, customer order management and customer services, lease equipment or properties, provide legitimate rights to use software license, provide deployment, maintenances and upgrade of software, design installation, daily management, maintenance and updating network system, hardware and database, and other services requested by Infobird Beijing from time to time to the extent permitted under PRC law. In exchange, Infobird WFOE is entitled to a service fee that equals to all of the consolidated net income. The service fee may be adjusted by Infobird WFOE based on the actual scope of services rendered by Infobird WFOE and the operational needs and expanding demands of Infobird Beijing. Pursuant to the exclusive business cooperation agreement, the service fees may be adjusted based on the actual scope of services rendered by Infobird WFOE and the operational needs of Infobird Beijing.

 

F-7

 

 

INFOBIRD CO., LTD AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, unless stated otherwise)

 

The exclusive business cooperation agreement remains in effect unless terminated in accordance with the following provision of the agreement or terminated in writing by Infobird WFOE.

 

During the term of the exclusive business cooperation agreement, Infobird WFOE and Infobird Beijing shall renew the operation term prior to the expiration thereof so as to enable the exclusive business cooperation agreement to remain effective. The exclusive business cooperation agreement shall be terminated upon the expiration of the operation term of either Infobird WFOE or Infobird Beijing if the application for renewal of the operation term is not approved by relevant government authorities. If an application for renewal of the operation term is not approved, according to the PRC Company Law, the expiration of the operation term may lead to the dissolution and cancellation of such PRC company.

 

Exclusive Option Agreements

 

Pursuant to the exclusive option agreements among Infobird WFOE, Infobird Beijing and the shareholders who collectively owned all of Infobird Beijing, such shareholders jointly and severally grant Infobird WFOE an option to purchase their equity interests in Infobird Beijing. The purchase price shall be the lowest price then permitted under applicable PRC laws. Infobird WFOE or its designated person may exercise such option at any time to purchase all or part of the equity interests in Infobird Beijing until it has acquired all equity interests of Infobird Beijing, which is irrevocable during the term of the agreements.

 

The exclusive option agreements remains in effect until all equity interest held by shareholders in Infobird Beijing has been transferred or assigned to Infobird WFOE and/or any other person designated by the Infobird WFOE in accordance with such agreement.

 

Equity Interest Pledge Agreements

 

Pursuant to the equity interest pledge agreements, among Infobird WFOE, Infobird Beijing, and the shareholders who collectively owned all of Infobird Beijing, such shareholders pledge all of the equity interests in Infobird Beijing to Infobird WFOE as collateral to secure the obligations of Infobird Beijing under the exclusive business cooperation agreement and exclusive option agreements. These shareholders are prohibited from transferring the pledged equity interests without the prior consent of Infobird WFOE unless transferring the equity interests to Infobird WFOE or its designated person in accordance to the exclusive option agreements.

 

The equity interest pledge agreements shall come into force the date on which the pledged interests are recorded, which is within three (3) days after signing of the agreements on May 27, 2020, under Infobird Beijing’s register of shareholders and are registered with the competent Administration for Market Regulation of Infobird Beijing until all of the obligations to Infobird WFOE have been fulfilled completely by Infobird Beijing. Nineteen shareholders of Infobird Beijing have registered the pledges of equity interest with the competent Civil Code of the PRC and Infobird Beijing intends to register the pledge of equity interest of one shareholder with the competent Administration for Market Regulation once practicable.

 

Shareholders’ Powers of Attorney (“POAs”)

 

Pursuant to the shareholders’ POAs, the shareholders of Infobird Beijing give Infobird WFOE an irrevocable proxy to act on their behalf on all matters pertaining to Infobird Beijing and to exercise all of their rights as shareholders of Infobird Beijing, including the (i) right to attend shareholders meeting; (ii) to exercise voting rights and all of the other rights including but not limited to the sale or transfer or pledge or disposition of the shares held in part or in whole; and (iii) designate and appoint on behalf of the shareholder the legal representative, the directors, supervisors, the chief executive officer and other senior management members of Infobird Beijing, and to sign transfer documents and any other documents in relation to the fulfillment of the obligations under the exclusive option agreements and the equity interest pledge agreements. The shareholders’ POAs shall remain in effect while the shareholders of Infobird Beijing hold the equity interests in Infobird Beijing.

 

F-8

 

 

INFOBIRD CO., LTD AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, unless stated otherwise)

 

Spousal Consent Letters

 

Pursuant to the spousal consent letters, the spouses of the shareholders of Infobird Beijing commit that they have no right to make any assertions in connection with the equity interests of Infobird Beijing, which are held by the shareholders. In the event that the spouses obtain any equity interests of Infobird Beijing, which are held by the shareholders, for any reasons, the spouses of the shareholders shall be bound by the exclusive option agreement, the equity interest pledge agreement, the shareholder POA and the exclusive business cooperation agreement and comply with the obligations thereunder as a shareholder of Infobird Beijing. The letters are irrevocable and shall not be withdrawn without the consent of Infobird WFOE.

 

Based on the foregoing contractual arrangements, which grant Infobird WFOE effective control of Infobird Beijing and subsidiaries and enable Infobird WFOE to receive all of their expected residual returns, the Company accounts for Infobird Beijing as a VIE. Accordingly, the Company consolidates the accounts of Infobird Beijing and subsidiaries for the periods presented herein, in accordance with Regulation S-X-3A-02 promulgated by the Securities Exchange Commission (“SEC”), and Accounting Standards Codification (“ASC”) 810-10, Consolidation.

 

Note 2 – Summary of significant accounting policies

 

Liquidity

 

In assessing liquidity, the Company monitors and analyzes cash on-hand and operating expenditure commitments. The Company’s liquidity needs are to meet working capital requirements and operating expense obligations.

 

Historically, the Company finances its operations through internally generated cash, short-term loans and payable from related parties and equity financing. As of June 30, 2023 the Company had approximately $6.8 million from escrow account. The Company’s working capital was approximately $8.6 million at June 30, 2023. The Company will not require any fund over the next twelve months upon issuance of this unaudited interim condensed consolidated financial statements to operate at its current level, either from operating activities or funding.

 

If the Company is unable to realize its assets within the normal operating cycle of a twelve (12) month period, the Company may have to consider supplementing its available sources of funds through the following sources:

 

other available sources of financing from PRC banks and other financial institutions;
financial support from the Company’s related parties and shareholders; and
issuance of convertible debt.

 

Based on the above considerations, the Company’s management is of the opinion that it has sufficient funds to meet the Company’s working capital requirements and debt obligations as they become due over the next twelve (12) months.

 

Basis of presentation

 

The accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the SEC, regarding financial reporting, and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operation results. Certain information and footnote disclosures normally included in financial statements prepared in conformity with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The results of operations are not necessarily indicative of results to be expected for any other interim period or for the full year. Accordingly, these statements should be read in conjunction with the Company’s audited financial statements as of and for the years ended December 31, 2022.

 

F-9

 

 

INFOBIRD CO., LTD AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, unless stated otherwise)

 

Principles of consolidation

 

The unaudited interim condensed consolidated financial statements include the financial statements of the Company and its subsidiaries, which include the wholly-foreign owned enterprise and VIE over which the Company exercises control and, when applicable, entities for which the Company has a controlling financial interest or is the primary beneficiary for accounting purposes. Infobird WFOE is deemed to have a controlling financial interest and be the primary beneficiary for accounting purposes of Infobird Beijing because it has both of the following characteristics: (1) the power to direct activities at Infobird Beijing that most significantly impact such entity’s economic performance, and (2) the right to receive benefits from Infobird Beijing that could potentially be significant to such entity. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.

 

Use of estimates and assumptions

 

The preparation of unaudited interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the unaudited interim condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in the Company’s unaudited interim condensed consolidated financial statements include the useful lives of property and equipment and intangible assets, software development costs, impairment of long-lived assets, allowance for doubtful accounts, revenue recognition, share-based compensation, allowance for deferred tax assets and uncertain tax position. The inputs into the Company’s judgments and estimates consider the economic implications of COVID-19 on the Company’s critical and significant accounting estimates. Actual results could differ from these estimates.

 

Foreign currency translation and transaction

 

The reporting currency of the Company is the U.S. dollar. The Company in China conducts its businesses in the local currency, Renminbi (RMB), as its functional currency. Assets and liabilities are translated at the noon buying rate in the City of New York for cable transfers of RMB as certified for customs purposes by the Federal Reserve Bank of New York at the end of the period. The statement of income accounts are translated at the average translation rates and the equity accounts are translated at historical rates. Translation adjustments resulting from this process are included in accumulated other comprehensive income (loss). Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.

 

Translation adjustments included in accumulated other comprehensive income (loss) amounted to $786,414 and $361,655 as of June 30, 2023 and December 31, 2022, respectively. The balance sheet amounts, with the exception of equity at June 30, 2023 and December 31, 2022 were translated at 7.2513 RMB and 6.8972 RMB, respectively. The equity accounts were stated at their historical rate. The average translation rates applied to statement of income accounts for the six months ended June 30, 2023 and 2022 were 6.9283 RMB and 6.4791 RMB to $1.00, respectively. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets.

 

Cash

 

Cash consists of cash on hand, demand deposits and time deposits placed with banks or other financial institutions and have original maturities of less than three (3) months.

 

F-10

 

 

INFOBIRD CO., LTD AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, unless stated otherwise)

 

Accounts receivable, net

 

Accounts receivable include trade accounts due from customers. Accounts are considered overdue after thirty (30) days from payment due date. In establishing the required allowance for doubtful accounts, management considers historical collection experience, aging of the receivables, the economic environment, industry trend analysis, and the credit history and financial conditions of the customers. Management reviews its receivables on a regular basis to determine if the bad debt allowance is adequate, and adjusts the allowance when necessary. Delinquent account balances are written off against allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. As of June 30, 2023 and December 31, 2022, allowance for doubtful accounts were $5,422,446 and $5,777,189, respectively. All of allowance for doubtful accounts were from discontinued operations and classified in the caption “current assets of discontinued operations” in the accompanying unaudited interim condensed consolidated balance sheets.

 

Other receivables, net

 

Other receivables primarily include advances to employees and other deposits. Management regularly reviews the aging of receivables and changes in payment trends and records allowances when management believes collection of amounts due are at risk. Accounts considered uncollectable are written off against allowances after exhaustive efforts at collection are made. As of June 30, 2023 and December 31, 2022, allowance for doubtful accounts were $11,225 and $11,801, respectively. All of allowance for doubtful accounts were from discontinued operations and classified in the caption “current assets of discontinued operations” in the accompanying unaudited interim condensed consolidated balance sheets.

 

Prepayments

 

Prepayments are cash deposited or advanced to suppliers for future service rendering. The amounts are refundable and bear no interest. For any advances to suppliers determined by management that such advances will not be in receipts or refundable, the Company will recognize an allowance account to reserve such balances. Management reviews its advances to suppliers on a regular basis to determine if the allowance is adequate, and adjusts the allowance when necessary. Delinquent account balances are written off against allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. Management continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary. As of June 30, 2023 and December 31, 2022, no allowance for the doubtful accounts were deemed necessary for both continuing and discontinued operations.

 

Short term investments

 

Short-term investments are investments in wealth management product with underlying in bonds offered by private entities and other equity products. The investments can be redeemed upon three months’ notice and their carrying values approximate their fair values. The gain (loss) from sale of any investments and fair value change are recognized in the statements of income and comprehensive income. Gain (loss) from short term investments for six months ended June 30, 2023 and 2022 amounted to $84,634 and $(434,669), respectively. All of gain (loss) from short term investments were from continuing operations.

 

Escrow

 

In connection with the closing of the Company’s initial public offering in April 2021, $600,000 of the net proceeds received from the initial public offering was deposited in an escrow account, and the Company is restricted to withdraw for twenty-four months after the closing date of the initial public offering. As of June 30, 2023 and December 31, 2022, the balance of the escrow account related to IPO was nil and $96,932, respectively.

 

In connection with the Company’s convertible notes in December 2022, the net proceeds received from the convertible notes was deposited in an escrow account. As of June 30, 2023 and December 31, 2022, the balance of the escrow account related to convertible notes amounted to $6,800,000 and $4,800,000, respectively.

 

All of escrow account were from continuing operations.

 

Long-term deposits

 

Long-term deposits primarily included rental deposits, and deposits made by the Company to vendors to secure the service contract. The deposits are generally more than one year and the amounts are refundable and bear no interest. For any deposits determined by management that such deposit will not be in receipts or refundable, the Company will recognize an allowance account to reserve such balances. Management reviews the long- term deposits on a regular basis to determine if the allowance is adequate, and adjusts the allowance when necessary. Delinquent account balances are written off against allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. Management continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary. As of June 30, 2023 and December 31, 2022, no allowance for the doubtful accounts were deemed necessary for both continuing and discontinued operations.

 

F-11

 

 

INFOBIRD CO., LTD AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, unless stated otherwise)

 

Property and equipment, net

 

Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows:

 

   
    Useful Life
Leasehold improvements   Shorter of the remaining lease
terms or estimated useful lives
Electronic devices   3-5 years
Office equipment, fixtures and furniture   3-5 years
Automobile   3-5 years
Computer and network equipment   3-5 years

 

The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the consolidated statements of income and comprehensive income. Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals and betterments, which are expected to extend the useful life of assets, are capitalized. The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives.

 

Construction-in-progress represents contractor and labor costs, design fees and inspection fees in connection with the construction of the Company’s building for a cloud computing facility in Guiyang, China, which collected in discontinued operations. As a result of further delays of the project related to local governments’ limitation of economic activities in response to the resurgence of COVID-19 variants, the Company recorded full impairment of its construction in progress for the year ended December 31, 2021.

 

Intangible assets

 

The Company’s intangible assets with definite useful lives primarily consist of licensed software, capitalized development costs, platform system, and land-use rights. The Company amortizes its intangible assets with definite useful lives over their estimated useful lives and reviews these assets for impairment. The Company typically amortizes its intangible assets with definite useful lives on a straight-line basis over the shorter of the contractual terms or the estimated useful lives.

 

Intangible assets are stated at cost less accumulated amortization. Amortization is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows:

 

Capitalized development costs

 

The Company follows the provisions of ASC 350-40, “Internal Use Software”, to capitalize certain direct development costs associated with internal-used software. ASC 350-40 provides guidance on capitalization of the costs incurred for computer software developed or obtained for internal use. The Company expenses all costs incurred during the preliminary project stage of its development, and capitalizes costs incurred during the application development stage. Costs incurred relating to upgrades and enhancements to the application are capitalized if it is determined that these upgrades or enhancements add additional functionality to the application. Development costs cease capitalization upon completion of all substantial testing when the software is substantially complete and ready for its intended use and are amortized on a straight-line basis over the estimated useful life, which is generally five years. Amortization of internal-use software begins when the software is ready for its intended use. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets.

 

F-12

 

 

INFOBIRD CO., LTD AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, unless stated otherwise)

 

If, after the development of internal-use software is completed, the Company decides to market the software, proceeds received from the license of the computer software, net of direct incremental costs of marketing, such as commissions, software reproduction costs, warranty and service obligations, and installation costs, shall be applied against the carrying amount of that software. As of June 30, 2023 and December 31, 2022, the Company applied nil  against carrying amount of capitalized software that was subsequently sold to customers as the software were fully amortized.

 

Land use rights

 

All land in the PRC is owned by the government. However, the government grants “land use rights.” This land use rights are for 40 years and expire in 2055. The Company amortizes the land use rights over the forty-year term of the land use rights on a straight-line basis. The carrying value of the land use rights was reduced by government grant received when the conditions stipulated under the grant were fulfilled. As a result of delay due to impact of COVID-19, the Company had fully impaired the remaining balance of land use right for the year ended December 31, 2022 as a result of further delays of the project related to aforementioned impairment in construction in progress. All of land use rights were owned by discontinued operation entities.

 

Impairment for long-lived assets

 

Long-lived assets, including property and equipment and intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. As of December 31, 2022, approximately $4.7 million of long-lived assets impairment were recognized including approximately $1.9 million of construction-in-progress, $0.3 million of land use rights due to continuing delay of construction as impacted by COVID -19. For the six months ended June 30, 2023, the Company recorded additional impairment on our intangible assets of $2.6 million. All of impairment for long-lived assets occurred in discontinued operation entities.

 

Business combination

 

The purchase price of an acquired company is allocated between tangible and intangible assets acquired and liabilities assumed from the acquired business based on their estimated fair values, with the residual of the purchase price recorded as goodwill. Transaction costs associated with business combinations are expensed as incurred and are included in general and administrative expenses in the Company’s consolidated statements of operations. The results of operations of the acquired business are included in the Company’s operating results from the date of acquisition.

 

Goodwill

 

Goodwill represents the excess of the consideration paid for an acquisition over the fair value of the net identifiable assets of the acquired subsidiaries at the date of acquisition. Goodwill is not amortized and is tested for impairment at least annually, more often when circumstances indicate impairment may have occurred. Goodwill is carried at cost less accumulated impairment losses. If impairment exists, goodwill is immediately written off to its fair value and the loss is recognized in the consolidated statements of operations and comprehensive loss. Impairment losses on goodwill are not reversed.

 

F-13

 

 

INFOBIRD CO., LTD AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, unless stated otherwise)

 

The Company reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine whether impairment may exist annually or more frequently if events and circumstances indicate that it is more likely than not that an impairment has occurred. The Company has the option to assess qualitative factors to determine whether it is necessary to perform further impairment testing in accordance with ASC 350-20, as amended by ASU 2017-04. If the Company believes, as a result of the qualitative assessment, that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, then the impairment test described below is required. The Company compares the fair values of each reporting unit to its carrying amount, including goodwill. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired. If the carrying amount of a reporting unit exceeds its fair value, impairment is recognized for the difference, limited to the amount of goodwill recognized for the reporting unit. Estimating fair value is performed by utilizing various valuation techniques, with the primary technique being a discounted cash flow.

 

Fair value measurement

 

The accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company.

 

The accounting standards define fair value, establish a three-level valuation hierarchy for disclosures of fair value measurement and enhance disclosure requirements for fair value measures. The three levels are defined as follow:

 

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 assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.
Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

 

Financial instruments included in current assets and current liabilities are reported in the consolidated balance sheets at face value or cost, which approximate fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rates of interest.

 

Government Grants

 

Government grants primarily consist of financial grants received from local governments for operating a business in their jurisdictions and compliance with specific policies promoted by the local governments. There are no defined rules and regulations to govern the criteria necessary for companies to receive such benefits, and the amount of financial subsidy is determined at the discretion of the relevant government authorities. Government grants of non-operating nature and with no further conditions to be met are recorded as non-operating income in “Other income, net” when received. The government grants are related to acquisition of assets. The grants are recorded as “deferred government grants” included in the accrued expenses and other current liabilities line item in the consolidated balance sheets when received. Once the Company fulfills the conditions stipulated under the grant, the grant amount is deducted from the carrying amount of the asset with a corresponding reduction in the deferred government grant balance.

 

Noncontrolling Interests

 

The Company’s noncontrolling interests represent the minority shareholders’ ownership interests related to the Company’s subsidiaries, including 0.05% for Infobird Anhui as of June 30, 2023 and December 31, 2022, 9.82% for Infobird Guiyang as of June 30, 2023 and December 31, 2022 and 49% for Shanghai Qishuo as of June 30, 2023 and December 31, 2022. The noncontrolling interests are presented in the unaudited interim condensed consolidated balance sheets, separately from equity attributable to the shareholders of the Company. Noncontrolling interests in the results of the Company’s operation are presented on the unaudited interim consolidated statements of operations and comprehensive loss as allocations of the total income or loss for the six months ended June 30, 2023 and 2022 between noncontrolling interests holders and the shareholders of the Company.

 

All of noncontrolling interests were from discontinued operation entities, which consist of the following:

 

F-14

 

 

INFOBIRD CO., LTD AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, unless stated otherwise)

 

          
  

For the six months ended

June 30,

  For the year ended
December 31,
   2023  2022
       
Infobird Guiyang  $(220,235)  $(225,387)
Infobird Anhui   (257)   (167)
Shanghai Qishuo   (132,700)   150,117 
Total  $(353,192)  $(75,437)

 

Revenue recognition

 

The Company recognized its revenue under Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (ASC 606). The Company recognizes revenue which represents the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. The Company identifies contractual performance obligations and determines whether revenue should be recognized at a point in time or over time, based on when control of goods and services are provided to customers.

 

The Company’s contracts with customers generally do not include a general right of return relative to the delivered products or services.

 

The Company applied practical expedient when sales taxes were collected from customers, meaning sales tax is recorded net of revenue, instead of cost of revenue, which are subsequently remitted to governmental authorities and are excluded from the transaction price.

 

Revenues are generated from (1) customized cloud-based services, (2) standard cloud-based services, (3) BPO services, (4) business integration solution services, and (5) professional services and other. All revenues collected for the six months ended June 30, 2023 and 2022 are from discontinued operation entities.

 

(1) Revenue from customized cloud-based services

 

The Company derives its customized cloud-based revenues from subscription services which are comprised of subscription fee from granting customers’ access to the customized SaaS, voice/data plan, which includes telecommunication usage such as telephone calls and messaging that our customers can subscribe for, and technical support. The provision of customized SaaS, voice/data plan and technical support is considered as one performance obligation as the services provided are not distinct within the context of the contract whereas the customer can only obtain benefit when the services are provided together. The Company uses monthly utilization records based on the number of user accounts subscribed for by customers, an output measure, to recognize revenue over time as there is simultaneous consumption and delivery of services.

 

(2) Revenue from standard cloud-based services

 

The Company also derives its standard cloud-based revenues from subscription services which are comprised of subscription fee from granting customers access to its software through the internet. The Company’s standard cloud-based solutions represent a series of services such as calling, voice recording and technical support. These services are made available to the customer continuously throughout the contractual period, however, the extent to which the customer uses the services may vary at the customers’ discretion. The standard cloud-based services are considered to have one single performance obligation. The Company uses monthly utilization records based on the number of user accounts subscribed for by customers, an output measure, to recognize revenue over time as there is simultaneous consumption and delivery of services.

 

F-15

 

 

INFOBIRD CO., LTD AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, unless stated otherwise)

 

The Company also enters into contracts with customers where the customers pay a fixed fee to access a fixed number of user accounts over the subscription period as specified in the contracts; therefore, the customers receive and consume the benefits of the cloud services throughout the subscription period so revenue is recognized ratably over the contractual subscription period that the services are delivered, beginning on the date the service is made available to the customers.

 

Contract performance periods generally are one year, and pursuant to the contracts, full payments are generally collected in advance, with payment to be made within three months after execution of the contract. Contracts generally do not contain significant financing components or variable consideration.

 

(3) Revenue from BPO services

 

The Company provides BPO services to operate the call centers for its customers. Customers using these services are not permitted to take possession of the Company’s software and the contract term is for a defined period, where customers pay a monthly service fee. These services are considered as one performance obligation as the customers do not obtain benefit for each separate service. Revenues are recognized over time over contractual period using the time elapsed output method as BPO services are provided.

 

Contract performance periods generally are one year, and pursuant to the contracts, full payments for several months of services are generally collected in advance. Contracts generally do not contain significant financing components or variable consideration.

 

(4) Business Integration Solution Services Revenue

 

Since 2020, the Company provides business integration solution services to its customers and expects to expand its customer base from such services and develop the customers to become subscribers to SaaS services with software upgrades and continued services once they become more familiar with the Company’s products. The services include sale of the Company’s software license or development of customized software to fit the customers’ needs and sales of hardware integrated with the Company’s software.

 

- Revenue from software development

 

The Company generates revenue from development and sale of software license including (1) standard software and (2) customized software developed per customers’ specifications. Contract terms from each software development contract generally do not contain significant financing components or variable consideration.

 

Standard software is developed and offered as standard cloud-based services. The Company sold the license for standard software because some customers show obvious preference of software licensing over software-as-a-service, for reasons such as concerns about the safety of cloud-based services and potential higher price of subscription in total compared with one-time on-premise fee. Therefore, as part of the Company’s sales and market strategy, it offers licenses for its standard software to allow the customers to first start utilizing its products in their daily operation and then aim to evolve them to become subscribers with its standard cloud-based services to enjoy benefits of software upgrades and continued services. Licenses for standard software provide the customer with a right to use the software. Standard software licenses are typically made available to customers with immediate access to the software. The Company recognizes revenue for these standard software licenses at the point in time when the customer has access and thus control over the software.

 

F-16

 

 

INFOBIRD CO., LTD AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, unless stated otherwise)

 

Customized software is software developed catering to the needs of specific customers who require initial customization or development of new solutions before subscription to our cloud-based services. For example, the Company has entered into a two-stage agreement to provide services to a municipal government agency to first develop an information technology system and customize and configure its cloud call center into the IT system, and then provide cloud-based services and charge subscription fees. Because the customized software the Company developed are to solve certain business pain points in a certain scenario within or across industries, once developed, it plans to further apply them in serving other customers that share similar needs and business models. The Company aims to replicate its initial customization and development and achieve economies of scale after it delivers its products to more customers within the same industry. Contract terms are generally less than one year. The design, development, and installation of the customized software is considered as one performance obligation as these promises are not separately identifiable as the customers do not obtain benefits from these services on their own. The Company’s software development service contracts are generally recognized at a point in time when the customer accepted the customized software with satisfactory testing result.

 

- Revenue from sales of hardware with software integration

 

The Company is responsible for providing hardware procurement, software design and implementation, installation and maintenance services in order to fulfill the contract. Design, integration and installation of hardware and software are considered as one performance obligation, as the customer does not benefit from each individual service on its own stand, but instead is benefited by the provision of these services as a whole. For contracts that the Company have no alternative use of the customized system without incurring significant additional costs and when the Company has right to payment for performance completed, the Company recognized revenue over time based on measurement of progress towards completion using output methods when it could appropriately measure the customization progress towards completion by reaching certain milestones specified in contracts. For other contracts that the Company is only entitled to payment after completion and inspection of project, revenue is recognized at a point in time after completion of software implementation and hardware installation, and the transfer of control to the customer.

 

Certain business integration solution services contracts also require the Company to provide post-contract services (“PCS”) which include maintenance and technical support. The provision of maintenance and technical support is considered one single performance obligation because maintenance and technical support are not distinct within the context of the contract. The Company is obligated to provide a single, continuous, integrated service throughout the contract term. As such, the Company allocates the contract price between revenue from business integration solution services and provision of PCS, using the expected cost plus margin approach. The expected cost plus margin approach requires the Company to forecast the expected costs of satisfying the performance obligation and then add a reasonable margin for that good or service. Revenue allocated to PCS is deferred and recognized on a straight-line basis over the estimated period PCS are expected to be provided. For the six months ended June 30, 2023 and 2022, nil  were allocated to PCS.

 

For contracts that involved third party service providers, the Company assesses if the Company controls the goods and services before they were transferred to the customer or if the Company’s responsibility is merely to facilitate the provision of goods and service to the customer. For products and goods that were directly shipped from the vendor to the customer and the vendor is responsible for providing services including installing, set up and warranty services after completion of the project, the Company records revenue from these contracts on a net basis when the services are provided and controlled by the third party service provider.

 

(5) Professional services and other revenues

 

The Company also generates revenue from data analysis services and other professional services where a separate contract is entered into with the customer when the customer needs the product or services.

 

The service revenue from data analysis service is recognized based on the service performed, an output measure, over the contractual period.

 

Other professional services consist primarily of technical consulting services. The Company recognizes revenue ratably over the contractual period as the customer simultaneously receives and consumes the benefits as the Company performs.

 

F-17

 

 

INFOBIRD CO., LTD AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, unless stated otherwise)

 

Contract performance periods generally range from month to month, completion of service to one year, and payment terms are generally prepaid to 30 days. Contracts generally do not contain significant financing components or variable consideration.

 

Contract balances

 

The Company records receivables related to revenue when it has an unconditional right to invoice and receive payment.

 

The Company invoices its customers for its services on a monthly basis. Deferred revenue consists primarily of customer billings made in advance of performance obligations being satisfied and revenue being recognized. The Company’s disaggregated revenue streams are summarized and disclosed in Note 14.

 

Cost of revenues

 

Cost of revenues consists primarily of personnel costs (including salaries, social insurance and benefits) for employees involved with the Company’s operations and product support; third party service fees including cloud and data usage, hosting fees and amortization and depreciation expenses associated with capitalized software, platform system and hardware. In addition, cost of revenues also includes cost of hardware, outsourcing contracted customer service representatives, customer surveys, contracted software development costs and allocated shared costs, primarily including facilities, information technology and security costs.

 

Warranty

 

The Company generally provides limited warranties for work performed under its business integration solution contracts. At the time a sale is recognized, the Company records estimated future warranty costs under ASC 460. Such estimated costs for warranties are estimated at completion and these warrants are not service warranties separately sold by the Company. Generally, the estimated claim rates of warranty are based on actual warranty experience or Company’s best estimate. As of June 30, 2023 and December 31, 2022, no accrued warranty liabilities were deemed necessary for both continuing and discontinued operations.

 

Advertising costs

 

Advertising costs amounted to nil and $214,793 for the six months ended June 30, 2023 and 2022, respectively. Advertising costs are expensed as incurred and included in selling expenses of discontinued operations.

 

Leases

 

The Company adopted FASB ASU 2016-02, “Leases” (Topic 842) for the year ended December 31, 2021, and elected the practical expedients that does not require the Company to 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 expired or existing leases. For lease terms of twelve months or fewer, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. The Company also adopted the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component. All of the lease occurred in discontinued operation entities.

 

Operating lease ROU assets and lease liabilities are recognized at the adoption date or the commencement date, whichever is earlier, based on the present value of lease payments over the lease term. Since the implicit rate for the Company’s leases is not readily determinable, the Company use its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment and over a similar term.

 

F-18

 

 

INFOBIRD CO., LTD AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, unless stated otherwise)

 

Lease terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease, as the Company does not have reasonable certainty at lease inception that these options will be exercised. The Company generally considers the economic life of its operating lease ROU assets to be comparable to the useful life of similar owned assets. The Company has elected the short-term lease exception, therefore operating lease ROU assets and liabilities do not include leases with a lease term of twelve months or less. Its leases generally do not provide a residual guarantee. The operating lease ROU asset also excludes lease incentives. Lease expense is recognized on a straight-line basis over the lease term.

 

The Company reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount of operating lease liabilities in any tested asset group and include the associated operating lease payments in the undiscounted future pre-tax cashflows.

 

Research and development

 

Research and development expenses include salaries and other compensation-related expenses to the Company’s research and product development personnel, as well as office rental, depreciation, amortization and related expenses for the Company’s research and product development team. The Company recognizes software development costs in accordance with ASC 350-40 “Software—internal use software”. The Company expenses all costs that are incurred in connection with the planning and implementation phases of development, and costs that are associated with maintenance of the existing websites or software for internal use. Certain costs associated with developing internal-use software are capitalized when such costs are incurred within the application development stage of software development.

 

The Company also follows the provisions of FASB ASC 985-20, Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed (“ASC 985-20”). ASC 985-20 requires that software development costs incurred in conjunction with product development be charged to research and development expense until technological feasibility is established using either the detail design approach or working model approach. Thereafter, until the product is released for sale, software development costs should be capitalized and reported at the lower of unamortized cost or net realizable value of the related product. For the six months ended June 30, 2023 and for the year ended December 31, 2022, no software costs were capitalized due to the short timing between technological feasibility and release of software.

 

Share-based Compensation

 

 The Company accounts for share-based compensation awards in accordance with FASB ASC Topic 718, “Compensation – Stock Compensation”, which requires that share-based payment transactions with employees be measured based on the grant-date fair value of the equity instrument issued and recognized as compensation expense over the requisite service period. The Company accounts for share-based compensation awards to non-employees in accordance with FASB ASC Topic 718 amended by ASU 2018-07. Under FASB ASC Topic 718, share-based compensation granted to non-employees has been determined as the fair value of the consideration received or the fair value of equity instrument issued, whichever is more reliably measured and is recognized as an expense as the goods or services are received.

 

Value added taxes

 

Revenue represents the invoiced value of service, net of value added tax (“VAT”). The VAT is based on gross sales price and VAT rates range up to 6%, depending on the type of service provided. Entities that are VAT general taxpayers are allowed to offset qualified input VAT paid to suppliers against their output VAT liabilities. Net VAT balance between input VAT and output VAT is recorded in tax payable. All of the VAT returns filed by the Company’s subsidiaries in China have been and remain subject to examination by the tax authorities for five years from the date of filing.

 

F-19

 

 

INFOBIRD CO., LTD AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, unless stated otherwise)

 

Income taxes

 

The Company accounts for current income taxes in accordance with the laws of the relevant tax authorities. The charge for taxation is based on the results for the fiscal year as adjusted for items which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

 

Deferred taxes are accounted for using the asset and liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the unaudited interim condensed consolidated financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. The Company presents deferred tax assets and liabilities as noncurrent in the balance sheet based on an analysis of each taxpaying component within a jurisdiction.

 

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. No penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. PRC tax returns filed in 2022 and 2021 are subject to examination by any applicable tax authorities.

 

Comprehensive loss

 

Comprehensive loss consists of two components, net loss and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains and losses that under GAAP are recorded as an element of equity but are excluded from net income. Other comprehensive income (loss) consists of a foreign currency translation adjustment resulting from the Company not using the U.S. dollar as its functional currencies.

 

Loss per share

 

The Company computes earnings (loss) per share (“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average ordinary shares outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of the potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. For the six months ended June 30, 2023 and 2022, there were no dilutive shares.

 

Warrants

 

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

 

F-20

 

 

INFOBIRD CO., LTD AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, unless stated otherwise)

 

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The Company evaluated its warrants and determined the warrants are indexed to the Company’s own stock as the warrants do not contain any exercise contingencies, the warrants’ settlement amount equals the difference between the fair value of the Company’s common stock price and the warrant contract strike price and the only variables which could affect the settlement amount would be inputs to the fair value for a fixed-for-fixed option on equity shares. The Company also analyzed ASC 815-40-25 to determine whether the warrant contracts should be classified in stockholders’ equity in the Company’s statements of financial condition and concluded that the warrant contracts meet all of the criteria for classification as equity as the Company is not require to net settle. Based on this analysis, the Company determined the warrant contracts should be classified as equity.

 

Employee benefits

 

The full-time employees of the Company are entitled to staff welfare benefits including medical care, housing fund, pension benefits, unemployment insurance and other welfare, which are PRC government mandated defined contribution plans. The Company is required to accrue for these benefits based on certain percentages of the employees’ respective salaries, subject to certain ceilings, in accordance with the relevant PRC regulations, and make cash contributions to the state-sponsored plans out of the amounts accrued. All expenses for the plans occurred in discontinued operation entities, which were $185,902 and $486,517 for the six months ended June 30, 2023 and 2022, respectively.

 

Statutory reserves

 

Pursuant to the laws applicable to the PRC, PRC entities must make appropriations from after-tax profit to the non-distributable “statutory surplus reserve fund”. Subject to certain cumulative limits, the “statutory surplus reserve fund” requires annual appropriations of 10% of after-tax profit until the aggregated appropriations reach 50% of the registered capital (as determined under accounting principles generally accepted in the PRC (“PRC GAAP”) at each year-end). If the Company has accumulated loss from prior periods, the Company is able to use the current period net income after tax to offset against the accumulate loss.

 

Segment reporting

 

ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for detailing the Company’s business segments.

 

Recently issued accounting pronouncements

 

In May 2019, the FASB issued ASU 2019-05, which is an update to ASU Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. The amendments in Update 2016-13 added Topic 326, Financial Instruments—Credit Losses, and made several consequential amendments to the Codification. Update 2016-13 also modified the accounting for available-for-sale debt securities, which must be individually assessed for credit losses when fair value is less than the amortized cost basis, in accordance with Subtopic 326-30, Financial Instruments— Credit Losses—Available-for-Sale Debt Securities. The amendments in this ASU address those stakeholders’ concerns by providing an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. For those entities, the targeted transition relief will increase comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets. Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments in Update 2016-13 while still providing financial statement users with decision-useful information. ASU 2019-05 is effective for the Company for annual and interim reporting periods beginning January 1, 2023 after FASB delayed the effective date for non-public companies with ASU 2019-10. The Company is currently evaluating the impact of this new standard on its unaudited interim condensed consolidated financial statements and related disclosures.

 

F-21

 

 

INFOBIRD CO., LTD AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, unless stated otherwise)

 

In May 2021, The FASB issued ASU 2021-04, “Earnings Per Share (Topic 260), Debt— Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40)”. The amendments in this Update provide the following guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic: (1) An entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as an exchange of the original instrument for a new instrument. (2) An entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as follows: a. For a modification or an exchange that is a part of or directly related to a modification or an exchange of an existing debt instrument or line-of-credit or revolving-debt arrangements (hereinafter, referred to as a “debt” or “debt instrument”), as the difference between the fair value of the modified or exchanged written call option and the fair value of that written call option immediately before it is modified or exchanged. Specifically, an entity should consider: a. An increase or a decrease in the fair value of the modified or exchanged written call option in applying the 10 percent cash flow test and/or calculating the fees between debtor and creditor in accordance with Subtopic 470-50, Debt—Modifications and Extinguishments. ii. An increase (but not a decrease) in the fair value of the modified or exchanged written call option in calculating the third-party costs in accordance with Subtopic 470-50. b. For all other modifications or exchanges, as the excess, if any, of the fair value of the modified or exchanged written call option over the fair value of that written call option immediately before it is modified or exchanged. c. An entity should recognize the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange on the basis of the substance of the transaction, in the same manner as if cash had been paid as consideration, as follows: a. A financing transaction to raise equity. The effect should be recognized as an equity issuance cost in accordance with the guidance in Topic 340, Other Assets and Deferred Costs. b. A financing transaction to raise or modify debt. The effect should be recognized as a cost in accordance with the guidance in Topic 470, Debt, and Topic 835, Interest. c. Other modifications or exchanges that are not related to financings or compensation for goods or services or other exchange 3 transactions within the scope of another Topic. The effect should be recognized as a dividend. For entities that present EPS in accordance with Topic 260, that dividend should be an adjustment to net income (or net loss) in the basic EPS calculation. An entity should recognize the effect of a modification or an exchange of a freestanding equity-classified written call option to compensate for goods or services in accordance with the guidance in Topic 718, Compensation—Stock Compensation. In a multiple-element transaction (for example, one that includes both debt financing and equity financing), the total effect of the modification should be allocated to the respective elements in the transaction. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Adoption of this new update did not materially impact the Company’s unaudited interim condensed consolidated financial statements and related disclosures after the Company’s evaluation.

 

Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s unaudited interim condensed consolidated balance sheets, statements of income and comprehensive income and statements of cash flows.

 

Note 3 – Variable interest entity

 

On May 27, 2020, Infobird WFOE entered into the Contractual Arrangements with Infobird Beijing. The significant terms of these Contractual Arrangements are summarized in “Note 1 – Nature of business and organization” above. As a result, the Company classifies Infobird Beijing as a VIE which should be consolidated based on the structure as described in Note 1.

 

F-22

 

 

INFOBIRD CO., LTD AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, unless stated otherwise)

 

A VIE is an entity that has either a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support, or whose equity investors lack the characteristics of a controlling financial interest, such as through voting rights, right to receive the expected residual returns of the entity or obligation to absorb the expected losses of the entity. The variable interest holder, if any, that has a controlling financial interest in a VIE is deemed to be the primary beneficiary for accounting purposes and must consolidate the VIE. Infobird WFOE is deemed to have a controlling financial interest and be the primary beneficiary for accounting purposes of Infobird Beijing because it has both of the following characteristics:

 

(1) The power to direct activities at Infobird Beijing that most significantly impact such entity’s economic performance, and
   
(2) The right to receive benefits from Infobird Beijing that could potentially be significant to such entity.

 

Pursuant to the Contractual Arrangements, Infobird Beijing pays service fees equal to all of its net income to Infobird WFOE. The Contractual Arrangements are designed so that Infobird Beijing operates for the benefit of Infobird WFOE and ultimately, the Company.

 

Under the Contractual Arrangements, the Company has the power to direct activities of the VIEs and can have assets transferred out of the VIEs. Therefore, the Company considers that there is no asset in the VIEs that can be used only to settle obligations of the VIEs, except for registered capital and PRC statutory reserves, if any. As the VIEs are incorporated as limited liability companies under the Company Law of the PRC, creditors of the VIEs do not have recourse to the general credit of the Company for any of the liabilities of the VIEs.

 

Accordingly, the accounts of Infobird Beijing are consolidated in the accompanying unaudited interim condensed consolidated financial statements. In addition, its financial positions and results of operations are included in the Company’s unaudited interim condensed consolidated financial statements.

 

The carrying amount of the VIEs’ consolidated assets and liabilities are as follows:

 

               
    As of  
June 30, 2023
  As of
December 31, 2022
         
Current assets belong to discontinued operation   $ 1,124,900     $ 1,504,164  
Other assets belong to discontinued operation     7,744,428       9,008,407  
Total assets belong to discontinued operation     8,869,328       10,512,571  
Total liabilities belong to discontinued operation     (29,229,090 )     (27,769,551 )
Net deficits belong to discontinued operation   $ (20,359,762 )   $ (17,256,980 )

 

F-23

 

 

 

 

 

INFOBIRD CO., LTD AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, unless stated otherwise)

 

The summarized operating results of the VIEs are as follows:

 

      
   For the six months ended June 30, 2023  For the six months ended June 30, 2022
      
Net loss from discontinued operations  $(3,842,329)  $(6,440,381)

 

Include $537,098 and $485,351 intercompany research and development expense incurred from Infobird WFOE for the six months ended June 30, 2023 and 2022, respectively.

 

Include $503,525 and $312,494 intercompany revenue recognized from Infobird WFOE for the six months ended June 30, 2023 and 2022, respectively.

 

Note 4 — Business combination

 

Acquisition of Anhui Weiao:

 

On May 31, 2022, Infobird Anhui completed its 100% acquisition of Anhui Weiao, a PRC limited liability company for nil consideration. Anhui Weiao owned a VATS License with the business scope of “National Domestic Call Center Services”.

 

The Company’s acquisition of Anhui Weiao was accounted for as business combination in accordance with ASC 805. The Company then allocated the fair value of consideration of Anui Weiao based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date. The Company estimated the fair values of the assets acquired and liabilities assumed at the acquisition date in accordance with the Business Combination standard issued by the FASB with the valuation methodologies using level 3 inputs, except for other current assets and current liabilities were valued using the cost approach. 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 independent appraisers. Acquisition-related costs incurred for the acquisitions are not material and have been expensed as incurred in general and administrative expense. Both the consideration paid and fair value of net assets of Anhui Weiao was nil, thus no goodwill recognized for this acquisition.

 

The amounts of revenue and net loss that resulted from the acquisition and were included in the unaudited interim condensed consolidated statements of operations and comprehensive income (loss) during the six months ended June 30, 2023 and 2022 were $nil and $1,299 in net loss from discontinued operations, respectively.

 

Note 5 — Discontinued Operations

 

In August 2023, the Company discontinued its SaaS services in the Mainland of China. As a result, the result of operations for the Company’s Mainland SaaS services business are reported as discontinued operations under the guidance of ASC 205.

 

F-24

 

 

INFOBIRD CO., LTD AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, unless stated otherwise)

 

Reconciliation of the carrying amounts of major classes of assets and liabilitiies from discontinued operations in the consolidated balance sheets as of June 30, 2023 and December 31, 2022 is as follow:

 

Carrying amounts of major classes of assets included as part of discountinued operations of Infobird HK, Infobird WFOE, Infobird Beijing, Infobird Guiyang, Infobird Anhui, Shanghai Qishuo and Anhui Weiao:

 

          
   June 30,  December 31,
   2023  2022
       
CURRENT ASSETS:          
Cash  $555,523   $829,258 
Accounts receivable, net   356,330    402,309 
Other receivables, net   97,768    99,405 
Due from related parties   13,791    29,983 
Prepayments and other current assets   104,160    202,054 
Total current assets of discontinued operations   1,127,572    1,563,009 
           
OTHER ASSETS:          
Property and equipment, net   122,383    153,516 
Right-of-use assets   23,512    52,813 
Long-term deposits, net   16,687    18,993 
Intangible assets, net       2,556,761 
Goodwill       478,657 
Total other assets of discontinued operations   162,582    3,260,740 
           
Total assets of discontinued operations  $1,290,154   $4,823,749 

 

Carrying amounts of major classes of liabilities included as part of discountinued operations of Infobird HK, Infobird WFOE, Infobird Beijing, Infobird Guiyang, Infobird Anhui, Shanghai Qishuo and Anhui Weiao:

 

   June 30,  December 31,
   2023  2022
       
CURRENT LIABILITIES:          
Account payable  $3,126,502   $3,216,364 
Bank loans - current   550,169    3,548,242 
Othr payables and accrued liabilities   1,076,953    1,134,345 
Due to related parties   19,352    53,671 
Due to Infobird Cayman   17,632,181    14,013,927 
Deferred revenue   1,166,920    1,460,249 
Taxes payable   688,787    653,085 
Lease liabilities - current   19,375    39,861 
Total current liabilities of discontinued operations   24,280,239    24,119,744 
           
OTHER LIABILITIES:          
Bank loans - noncurrent       18,170 
Lease liablities - noncurrent       8,602 
Total other liabilities of discontinued operations       26,772 
           
Total liabilities of discontinued operations  $24,280,239   $24,146,516 

 

Reconciliation of the amounts of major classes of income and losses from discontinued operations in the consolidated statements of operations and comprehensive loss for the six months ended June 30, 2023 and 2022.

 

F-25

 

 

INFOBIRD CO., LTD AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, unless stated otherwise)

 

Schedule of income and losses from discontinued operations          
   For the Six Months Ended
   June 30,  June 30,
   2023  2022
       
REVENUES  $2,265,425   $2,579,749 
COST OF REVENUES   1,406,787    1,660,645 
           
GROSS PROFIT   858,638    919,104 
           
OPERATING EXPENSES:          
Selling   545,824    2,434,129 
General and administrative   909,818    2,901,160 
Research and development   695,294    2,392,063 
Long-live assets impairment   2,621,079     
Total operating expenses   4,772,015    7,727,352 
           
LOSS FROM OPERATIONS   (3,913,377)   (6,808,248)
           
OTHER INCOME (EXPENSE)          
Interest income   1,282    1,993 
Interest expense   (22,808)   (107,293)
Other (expense) income, net   (166,516)   (56,899)
Total other income (expense), net   (188,042)   (162,199)
           
LOSS BEFORE INCOME TAXES   (4,101,419)   (6,970,447)
           
PROVISION FOR (BENEFIT OF) INCOME TAXES       (38,125)
           
NET LOSS FROM DISCONTINUED OPERATIONS   (4,101,419)   (6,932,322)

 

Note 6 — Short term investments

 

Short term investments consist of the following:

 

                               
    Carrying Value at June 30, 2023   Fair Value Measurement at
June 30, 2023
        Level 1   Level 2   Level 3
Short term investments-continuing operations   $     $     $     $  

 

F-26

 

 

INFOBIRD CO., LTD AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, unless stated otherwise)

 

   Carrying Value at
December 31,
2022
  Fair Value Measurement at
December 31, 2022
      Level 1  Level 2  Level 3
Short term investments-continuing operations  $6,704,029   $   $   $6,704,029 

 

Short-term investments are investments in wealth management product with underlying in bonds offered by private entities and other equity and debt products. The investments can be redeemed upon three months’ notice and their carrying values approximate their fair values. Gain/(Loss) from short term investments for the six months ended June 30, 2023 and 2022 amounted to $84,634 and $(434,669), respectively. In June 2023, the Company sold the investment to a third party at the fair value of the date, and still not received the consideration, which included in “other receivables, net” in unaudited interim condensed consolidated balance sheets.

 

Note 7 – Other receivables, net

 

Other receivables, net consist of the following:

 

          
   As of
June 30, 2023
  As of
December 31, 2022
       
Receivables from sales of short-term investment  $6,788,622   $ 
Others   682,268    110,846 
Total other receivables  $7,470,890   $110,846 
Allowance for doubtful accounts   (11,225)   (11,801)
Total other receivables, net  $7,459,665   $99,045 
Less: other receivables, net - discontinued operations   (97,768)   (99,045)
Total other receivables, net - continuing operations  $7,361,897   $ 

 

F-27

 

 

INFOBIRD CO., LTD AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, unless stated otherwise)

 

Note 8 – Related party balances and transactions

 

Loan Guarantee – related party

 

The related parties provided loan guarantee for the outstanding balances on bank loans of discontinued operations of the following:

 

                        
Bank Name  Maturities  Interest rate  Collateral/Guarantee  As of June 30, 2022  As of
December 31, 2022
                
Bank of Beijing   March 2023    4.8% - 5.0%   Guarantee by Beijing SMEs Credit Re-guarantee Co., Ltd*  $   $2,899,728 
BOC Fullerton Bank   February 2024 (4)    8.5%   ***   67,484    121,634 
China Merchants Bank   March 2023 (5)    4.3%   Guarantee by Beijing Zhong Guan Chun Technology Finance Guarantee Co., **       434,959 
China Construction Bank   August 2023    4.1%   ****   68,953    74,523 
 Total                $136,437   $3,530,844 

 

* Beijing SMEs Credit Re-guarantee Co., Ltd is a financial services company and provides credit re-guarantee business and short-term capital operation to small and medium enterprises. In addition, Qing Tang, the spouse of Yimin Wu, the Company’s Chairman of the Board of Directors and Chief Executive Officer, has provided real estate property as collateral of approximately $3.1 million (RMB 20,000,000) with Beijing SMEs Credit Re-guarantee Co., Ltd to secure the guarantee with Bank of Beijing.

 

** Beijing Zhong Guan Chun Technology Finance Guarantee Co., Ltd is a financial services company and provides credit guarantee business and short-term capital operation to small business. Yimin Wu also provided a personal guarantee for the loan during the contract period.

 

*** Yimin Wu and Qing Tang provided personal guarantees for the loan during the contract period.

 

**** Qi Gu was the co-borrower for the loan during the contract period.

 

Balances with related parties for discontinued operations

 

Due from related parties

 

             
      June 30,  December 31,
      2023  2022
          
Ji Meng  Director of Purchase Department  $   $10,439 
Zuogang Luo  Vice President   13,791    19,544 
Total     $13,791   $29,983 

 

Due to related parties

 

      June 30,  December 31,
      2023  2022
          
Zhiguo Li  Director of Beijing Infobird   11,230    6,223 
Ji Meng  Director of Purchase Department   5,516     
Qi Gu  Shareholder of Shanghai Qishuo  $2,606   $3,030 
Yimin Wu  Director of the Borad and former CEO  $   $36,664 
Weimin Wu  Brother of Yimin Wu  $   $4,619 
Shengmin Wu  Director of Guiyang Infobird       3,135 
Total     $19,352   $53,671 

 

Note 9 – Taxes

 

Income tax

 

Cayman Islands

 

Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gain. Additionally, upon payments of dividends to the shareholders, no Cayman Islands withholding tax will be imposed.

 

F-28

 

 

INFOBIRD CO., LTD AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, unless stated otherwise)

 

Hong Kong

 

Infobird HK is incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. The applicable tax rate is 16.5% in Hong Kong. The Company did not make any provisions for Hong Kong profit tax as there were no assessable profits derived from or earned in Hong Kong since inception. Under Hong Kong tax law, Infobird HK is exempted from income tax on its foreign-derived income and there are no withholding taxes in Hong Kong on remittance of dividends.

 

PRC

 

Infobird WFOE, Infobird Beijing, Infobird Anhui, Infobird Guiyang and Shanghai Qishuo are governed by the income tax laws of the PRC and the income tax provision in respect to operations in the PRC is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respect thereof. Under the Enterprise Income Tax Laws of the PRC (the “EIT Laws”), domestic enterprises and Foreign Investment Enterprises (the “FIE”) are usually subject to a unified 25% enterprise income tax rate while preferential tax rates, tax holidays and even tax exemption may be granted on case-by-case basis. EIT grants preferential tax treatment to certain High and New Technology Enterprises (“HNTEs”). Under this preferential tax treatment, HNTEs are entitled to an income tax rate of 15%, subject to a requirement that they re-apply for HNTE status every three years. Infobird Beijing maintained the “high-tech enterprise” tax status which is validated until July 2023, which reduced its statutory income tax rate to 15%. Infobird Guiyang qualifies for 15% preferential income tax rate for enterprises whose core business is one of the industrial projects listed in the Catalogue of Encouraged Industries in western regions of China.

 

In addition, 75% of research and development expenses of Infobird Beijing, Infobird Anhui, Infobird Guiyang,and Qishuo are subject to additional deduction from pre-tax income while such deduction cannot exceed the total amount of pre-tax income.

 

Tax savings for the six months ended June 30, 2023 and 2022 amounted to both of nil, with the 10% preferential tax rate reduction and additional deduction of 75% of research and development expenses.

 

The Company’s basic and diluted loss per shares would have been lower by nil per share for both of the six months ended June 30, 2023 and 2022, without the preferential tax rate reduction and research and development expenses reduction.

 

Income tax benefit amounted to nil  for six months ended June 30, 2023, while income tax credit amounted to $38,125 for the six months ended June 30, 2022.

 

Significant components of the provision for income taxes are as follows:

 

          
  

For the six months ended

June 30, 2023

  For the six months ended June 30, 2022
       
Current  $   $ 
Deferred       (38,125)
Total benefit of income tax       (38,125)
Less: benefit of income taxes - discontinued operations       (38,125)
Total benefit of income taxes - continuing operations  $   $

 

Deferred tax assets and liabilities – China

 

F-29

 

 

INFOBIRD CO., LTD AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, unless stated otherwise)

 

Significant components of deferred tax assets and liabilities were as follows:

 

               
    As of
June 30,
  As of
December 31,
Deferred tax assets:   2023   2022
         
Allowance for doubtful account   $ 735,633     $ 789,151  
Net operating loss carryforward     3,280,567       3,098,352  
Long-lived assets impairment     657,146       696,256  
Deferred tax assets     4,673,346       4,583,759  
Deferred tax liabilities:                
Recognition of intangible assets arising from business combinations           (17,444 )
Capitalized development costs     (502,734 )     (544,982 )
Change in valuation allowance     (4,170,612 )     (4,021,333 )
Deferred tax assets(liabilities), net   $     $  

  

The Company had net operating loss (NOL) carryforward of approximately $22.0 million and $21.7 million from the Company’s PRC and Hong Kong subsidiaries as of June 30, 2023 and December 31, 2022, respectively. In addition, the Company had approximately $5.4 million and $5.8 million of allowance for doubtful accounts held at its PRC subsidiaries as of June 30, 2023 and December 31, 2022, respectively. As the Company believes it is more likely than not that its PRC and Hong Kong operations will not be able to fully utilize its deferred tax assets related to the net operating loss carryforwards in the PRC and Hong Kong, and allowance for doubtful accounts in the PRC, the Company provided 100% allowance on deferred tax assets net of deferred tax liabilities of approximately $4.2 million and $4.0 million related to PRC and Hong Kong subsidiaries as of June 30, 2023 and December 31,2022.

 

The Company recognized deferred tax liabilities related to the excess of the intangible assets reporting basis over its income tax basis as a result of capitalized development costs. The deferred tax liabilities will reverse as the intangible assets are amortized for financial statement reporting purposes.

 

Uncertain tax positions

 

The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. As of June 30, 2023 and December 31, 2022, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incur interest and penalties tax for the six months ended June 30, 2023 and 2022. The Company does not anticipate any significant increases or decreases in unrecognized tax benefits in the next twelve (12) months from June 30, 2023.

 

Value added tax

 

All of the Company’s service revenues that are earned and received in the PRC are subject to a Chinese VAT at a rate of 6% of the gross proceeds or at a rate approved by the Chinese local government.

 

Taxes payable consisted of the following:

 

               
    As of
June 30, 2022
  As of
December 31, 2022
         
VAT taxes payable   $ 504,715     $ 457,395  
Income taxes payable     179,224       188,425  
Other taxes payable     4,848       7,265  
Total taxes payable   $ 688,787     $ 653,085  
Less: taxes payable - discontinued operations     688,787       653,085  
Taxes payable - continuing operations   $     $  

  

F-30

 

 

INFOBIRD CO., LTD AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, unless stated otherwise)

 

Note 10 – Concentration of risk

 

Credit risk

 

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash in bank. As of June 30, 2023 and December 31, 2022, $554,999 and $829,258 were deposited with financial institutions located in the PRC, respectively. Deposit insurance system in China only insured each depositor at one bank for a maximum of approximately $69,000 (RMB 500,000). As of June 30, 2023 and December 31, 2022, $290,596 and $372,549 are over the China deposit insurance limit which is not covered by insurance, respectively. The Hong Kong Deposit Protection Board pays compensation up to a limit of HKD 500,000 (approximately USD 64,000) if the bank with which an individual/a company hold its eligible deposit fails. As of June 30, 2023 and December 31, 2022, cash balance of $3,390 and $209,561 was maintained at financial institutions in Hong Kong, of which none was subject to credit risk, respectively.

 

The Company is also exposed to risk from its accounts receivable and other receivables. These assets are subjected to credit evaluations. An allowance has been made for estimated unrecoverable amounts which have been determined by reference to past default experience and the current economic environment.

 

A majority of the Company’s expense transactions are denominated in RMB and a significant portion of the Company and its subsidiaries’ assets and liabilities are denominated in RMB. RMB is not freely convertible into foreign currencies. In the PRC, certain foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China (“PBOC”). Remittances in currencies other than RMB by the Company in China must be processed through the PBOC or other China foreign exchange regulatory bodies which require certain supporting documentation in order to affect the remittance.

 

The Company’s functional currency is the RMB, and its financial statements are presented in U.S. dollars. The RMB depreciated by 5.1% from December 31, 2022 to June 30, 2023. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the RMB and the U.S. dollar in the future. The change in the value of the RMB relative to the U.S. dollar may affect the Company’s financial results reported in the U.S. dollar terms without giving effect to any underlying changes in its business or results of operations. Currently, the Company’s assets, liabilities, revenues and costs are denominated in RMB.

 

To the extent that the Company needs to convert U.S. dollars into RMB for capital expenditures and working capital and other business purposes, appreciation of RMB against U.S. dollar would have an adverse effect on the RMB amount the Company would receive from the conversion. Conversely, if the Company decides to convert RMB into U.S. dollar for the purpose of making payments for dividends, strategic acquisition or investments or other business purposes, appreciation of U.S. dollar against RMB would have a negative effect on the U.S. dollar amount available to the Company.

 

Customer concentration risk

 

For the six month ended June 30, 2023, two customers accounted for 21.2% and 12.9% of the Company’s total revenues of discontinued operations, respectively. For the six month ended June 30, 2022, one customer accounted for 22.6% of the Company’s total revenues of discontinued operations.

 

As of June 30, 2023, three customers accounted for 46.6%, 24.3%, and 10.1% of the total balance of accounts receivable of discontinued operations, respectively. As of December 31, 2022, two customers accounted for 45.7% and 23.1% of the total balance of accounts receivable of discontinued operations, respectively.

 

Vendor concentration risk

 

For the six months ended June 30, 2023, two vendors accounted for 37.6% and 16.8% of the Company’s total purchases, respectively. For the six months ended June 30, 2022, one vendor accounted for 11.4% of the Company’s total purchases of discontinued operations ..

 

As of June 30, 2023, two vendors accounted for 65.0% and 19.8% of the total balance of accounts payable, respectively. As of December 31, 2022, two vendors accounted for 66.4% and 20.3% of the total balance of accounts payable of discontinued operations, respectively.

 

F-31

 

 

INFOBIRD CO., LTD AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, unless stated otherwise)

 

Note 11 – Equity

 

Ordinary shares

 

Infobird Cayman was established under the laws of the Cayman Islands on March 26, 2020.

 

On April 22, 2021, the Company completed its initial public offering (“IPO”) of 6,250,000 ordinary shares, par value $0.001 per share, and on June 8, 2021, issued 125,000 ordinary shares pursuant to the underwriter’s partial exercise of its over-allotment option in connection with the IPO, at a public offering price of $4.00 per share, which resulted in net proceeds to the Company of approximately $20.8 million after deducting underwriting discounts and commissions and other expenses.

 

During the year ended December 31, 2021, the Company granted 70,000 ordinary shares to two consulting firms based on grant date fair value of $150,600 to be amortized over stated services period.

 

On September 9, 2022, the Company effected the 1-for-5 Share Consolidation of its ordinary shares pursuant to the Company’s second amended and restated memorandum and articles of association. The Company has retroactively restated all share and per share data for all of the periods presented pursuant to ASC 260 to reflect the Share Consolidation. Prior to September 9, 2022, the authorized number of ordinary shares was 50,000,000 (pre-Share Consolidation) ordinary shares with a par value of $0.001 (pre-Share Consolidation) per ordinary share, and 19,000,000 (pre-Share Consolidation) ordinary shares were issued on March 26, 2020.

 

Upon execution of 1-for-5 Share Consolidation in 2022, the Company recognized additional 4,315 shares of ordinary share due to round up.

 

On September 29, 2022, the Company has entered into a Securities Purchase Agreement (the “Agreement 1”) with a purchaser. Pursuant to the Agreement 1, the Company agreed to sell to this purchaser 500,000 shares of common stock for a consideration of $277,500. On September 29, 2022, the Company issued 500,000 shares to this purchaser.

 

On October 8, 2022, the Company has entered into a Securities Purchase Agreement (the “Agreement 2”) with a purchaser. Pursuant to the Agreement 2, the Company agreed to sell to this purchaser 500,000 shares of common stock for a consideration of $287,500. On October 8, 2022, the Company issued 500,000 shares to this purchaser.

 

On November 9, 2022, the Company has entered into a Securities Purchase Agreement (the “Agreement 3”) with a purchaser. Pursuant to the Agreement 3, the Company agreed to sell to this purchaser 500,000 shares of common stock for a consideration of $202,500. On November 9, 2022, the Company issued 500,000 shares to this purchaser.

 

On December 23, 2022, we issued the convertible notes (the “2022 CB”) in the aggregate principal amount of US$6.25 million pursuant to the convertible note purchase agreement dated November 25, 2022, under which the holder of the 2022 CB (the “2022 CB Holder”) may subscribe at eighty percent of the face value up to US$12.5 million in aggregate principal amount of our two-year convertible notes. On the same date of the 2022 CB issuance, the 2022 CB Holder elected to convert the 2022 CB at the conversion price of US$0.5, representing the floor price of the conversion price, resulting in the issuance of 12.5 million ordinary shares.

 

On February 28, 2023, the Company issued 3,846,000 units (each, a “Unit”) at a per Unit price of $1.30. Each Unit comprises: (1) one ordinary share, and (2) 0.65 of a warrant to purchase one ordinary share. In a concurrent private placement we also sold unregistered warrant to purchase 2,884,500 ordinary shares. The net proceeds of this offering was $4,522,314. On February 28, 2023, the Company issued 3,846,000 ordinary shares.

 

F-32

 

 

INFOBIRD CO., LTD AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, unless stated otherwise)

 

Upon execution of 1-for-5 Share Consolidation in May 2023, the Company recognized additional 12,321 shares of ordinary share due to round up.

 

On May 31, 2023, the Company issued 499,980 shares of ordinary shares for the exercise of the warrants issued on February 28, 2023.

 

As of June 30, 2023 and December 31, 2022, the Company had 1,000,000,000 authorized ordinary shares, par value $0.025 per share, of which 5,100,164 and 3,818,663 were issued and outstanding, respectively, which were retroactively restated to reflect 1-for-5 share consolidation effective on September 9, 2022 and 1-for-5 share consolidation effective on May 15, 2023.

 

Warrants

 

In connection with the IPO, on April 22, 2021, the Company issued warrants to purchase 125,000 ordinary shares at $20.00 per share, are exercisable upon issuance and will expire on March 31, 2026 which is five years from the effective of the registration statement. As of June 30, 2023, the Company had warrants to purchase 125,000 ordinary shares outstanding with an exercise price of $20.00 per share and remaining lives of 2.75 years.

 

The Company’s outstanding warrants are classified as equity since they qualify for exception from derivative accounting as they are considered to be indexed to the Company’s own stock and require net share settlement. The fair value of the warrants of approximately $1.3 million is valued based on the Black-Scholes-Merton model and is recorded as additional paid-in capital from common stock based on the relative fair value of net proceeds received using the following assumptions:

 

       
Annual dividend yield      
Expected life (years)     5.0  
Risk-free interest rate     0.92 %
Expected volatility     95.15 %

  

Following is a summary of the status of warrants outstanding and exercisable as of June 30, 2023:

 

                 
    Warrants   Weighted
Average
Exercise
Price
Warrants outstanding, as of December 31, 2021       125,000     $ 20.0  
 Issued              
 Exercised              
 Expired              
Warrants outstanding, as of December 31, 2022       125,000       20.0  
               
Warrants outstanding, as of June 30, 2023 (unaudited)       125,000     $ 20.0  
                   
Warrants exercisable, as of June 30, 2023 (unaudited)       125,000     $ 20.0  

  

F-33

 

 

INFOBIRD CO., LTD AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, unless stated otherwise)

 

Share-based compensation

 

During the year ended December 31, 2021, the Company granted 70,000 ordinary shares to two consulting firms based on grant date fair value of $150,600 to be amortized over the services period. For the six months ended June 30, 2023 and 2022, share based compensation expense was amounted to nil  and $10,134, respectively. As of June 30, 2023, the share-based compensations had been fully amortized by the Company.

 

Restricted assets

 

The Company’s ability to pay dividends is primarily dependent on the Company receiving distributions of funds from its subsidiaries. Relevant PRC statutory laws and regulations permit payments of dividends by Infobird WFOE, Infobird Beijing, Infobird Anhui, Infobird Guiyang and Qishuo (collectively “Infobird PRC entities”) only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. The results of operations reflected in the accompanying unaudited interim condensed consolidated financial statements prepared in accordance with U.S. GAAP differ from those reflected in the statutory financial statements of Infobird PRC entities.

 

Infobird PRC entities are required to set aside at least 10% of their after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital. In addition, Infobird PRC entities may allocate a portion of its after-tax profits based on PRC accounting standards to enterprise expansion fund and staff bonus and welfare fund at its discretion. Infobird PRC entities may allocate a portion of its after-tax profits based on PRC accounting standards to a discretionary surplus fund at its discretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends. Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by the banks designated by State Administration of Foreign Exchange.

 

As a result of the foregoing restrictions, Infobird PRC entities are restricted in their ability to transfer their assets to the Company. Foreign exchange and other regulation in the PRC may further restrict Infobird PRC entities from transferring funds to the Company in the form of dividends, loans and advances. As of June 30, 2023 and December 31, 2022, amounts restricted are the paid-in-capital, registered capital and statutory reserves of Infobird PRC entities, which amounted to approximately $19.8 million and $19.3 million, respectively.

 

Statutory reserves

 

As of June 30, 2023 and December 31, 2022, The Company’s PRC entities collectively attributed $449,136 of retained earnings for the statutory reserves.

 

Note 12 – Lease

 

The Company determines if a contract contains a lease at inception. US GAAP requires that the Company’s leases be evaluated and classified as operating or finance leases for financial reporting purposes. The classification evaluation begins at the commencement date and the lease term used in the evaluation includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain and failure to exercise such option which result in an economic penalty. All of the Company’s real estate leases are classified as operating leases. The leases generally do not contain options to extend at the time of expiration and the weighted average remaining lease terms are 0.4 years.

 

The Company entered into various non-cancellable operating lease agreements for offices and employee dormitories as of June 30, 2023. Upon adoption of FASB ASU 2016-02, the Company recognized approximately $0.0 million right of use (“ROU”) assets and same amount of lease liabilities based on the present value of the future minimum rental payments of leases, using a discount rate of 4.8% based on duration of lease terms. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company’s lease liabilities under the remaining operating leases as of June 30, 2023 for the next five years is as follows:

 

F-34

 

 

INFOBIRD CO., LTD AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, unless stated otherwise)

 

       
    June 30,
2024     19,752  
Total undiscounted lease payments   $ 19,752  
 Less imputed interest     (377 )
Total lease liabilities   $ 19,375  
Less: total lease liabilities - discontinued operations     (19,375 )
Total lease liabilities - continuing operations   $  

  


Rent expense accounted in loss from discontinued operations for the six months ended June 30, 2023 and 2022 was $59,487 and $122,503, respectively.

 

Note 13 – Commitments and contingencies

 

Legal

 

From time to time, the Company is party to certain legal proceedings, as well as certain asserted and un-asserted claims. Amounts accrued, as well as the total amount of reasonably possible losses with respect to such matters, individually and in the aggregate, are not deemed to be material to the unaudited interim condensed consolidated financial statements.

 

Variable interest entity structure

 

In the opinion of management, (i) the corporate structure of the Company is in compliance with existing PRC laws and regulations; (ii) the Contractual Arrangements are valid and binding, and do not result in any violation of PRC laws or regulations currently in effect; and (iii) the business operations of Infobird WFOE and the VIEs are in compliance with existing PRC laws and regulations in all material respects.

 

However, there are substantial uncertainties regarding the interpretation and application of current and future PRC laws and regulations. Accordingly, the Company cannot be assured that PRC regulatory authorities will not ultimately take a contrary view to the foregoing opinion of its management. If the current corporate structure of the Company or the Contractual Arrangements is found to be in violation of any existing or future PRC laws and regulations, the Company may be required to restructure its corporate structure and operations in the PRC to comply with changing and new PRC laws and regulations. In the opinion of management, the likelihood of loss in respect of the Company’s current corporate structure or the Contractual Arrangements is remote based on current facts and circumstances.

 

COVID-19

 

In March 2020, the World Health Organization declared COVID-19 a pandemic. The pandemic has resulted in quarantines, travel restrictions, and the temporary closure of stores and facilities in China and elsewhere. Given the rapidly expanding nature of the COVID-19 pandemic, and because substantially all of the Company’s business operations and workforce are concentrated in China, the Company’s business, results of operations, and financial condition have been adversely affected for the year ended December 31, 2022. The impact of COVID-19 on the macroeconomic outlook of China may still have adverse financial impacts for the Company for the remaining of 2023 and beyond and cannot be reasonably estimated at this time.

 

Note 14 – Segment information and revenue analysis

 

The Company follows ASC 280, Segment Reporting, which requires that companies disclose segment data based on how management makes decisions about allocating resources to each segment and evaluating their performances. The Company has one reporting segment. The Company’s chief operating decision maker has been identified as the chief executive officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Company and hence the Company has only one reportable segment. The Company does not distinguish between markets or segments for the purpose of internal reporting. The Company’s long-lived assets are substantially all located in the PRC and all of the Company’s revenues are derived from the PRC.

 

F-35

 

 

INFOBIRD CO., LTD AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, unless stated otherwise)

 

Disaggregated information of revenues by business lines are as follows*:

 

               
    For the six months ended
June 30, 2023
  For the six months ended
June 30, 2022
         
Standard cloud-based services   $ 754,323     $ 1,243,483  
Business process outsourcing services     938,137       1,046,074  
Business integration services     398,285       278,434  
Other revenues     174,680       11,758  
Total revenues   $ 2,265,425     $ 2,579,749  

  

* All of revenues were derived from discontinued operations for the six months ended June 30, 2023 and 2022.

 

Note 15 – Subsequent Events

 

The Company evaluated all events and transactions that occurred after June 30, 2023 up through October 31, 2023, the date the Company issued these unaudited interim condensed consolidated financial statements.

 

On July 24, 2023, the Company entered into a securities purchase agreement (the “Agreement 1”) with certain accredited investors (the “Purchasers 1”), pursuant to which the Company agreed to sell to the Purchasers 1 an aggregate of 88,105,727 ordinary shares. The net proceeds from the transactions were $30,000,000, after deducting certain fees due to the placement agent and the Company’s transaction expenses, and will be used for working capital and general corporate purposes.

 

On August 3, 2023, the Company entered into a securities purchase agreement (the “Agreement 2”) with certain purchasers listed on the signature pages thereto (the “Purchasers 2”), in connection with the offer and sale (the “Offering”) of an aggregate of 44,117,648 ordinary shares of the Company. The net proceeds from the transactions were $15,000,000, after deducting certain fees due to the placement agent and the Company’s transaction expenses, and will be used for working capital and general corporate purposes.

 

On August 11, 2023, the Company entered into an equity transfer agreement (the “Agreement 3”) with CRservices Limited (the “Buyer”). Pursuant to the Agreement 3, the Company agreed to sell all the equity interest in Infobird HK (the “Subsidiary”), the wholly-owned subsidiary of the Company, to the Buyer for a total price of HK$10,000 (the “Disposition”). The Board of Directors approved the transaction contemplated by the Agreement 3. The Disposition closed on August 11, 2023, and represented the Company ceased to have any business operation in mainland China.

 

On Octorber 4, 2023, the Company issued $2,220,000 convertible note to a certain purchaser (the “Purchaser 4”). The net proceeds from the transactions were $2,220,000, which was received in advance, and accounted in advance from investor as of June 30, 2023. On the same day, all of the issued convertible note was converted into common shares.

 

 

F-36

 

 

 

 

 Exhibit 99.2
 

 MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (this “Management’s Discussion and Analysis”) is designed to provide you with a narrative explanation of the financial condition and results of operations of Infobird Co., Ltd. as of June 30, 2023. Unless otherwise indicated or the context otherwise requires, all references in this discussion and analysis to “Infobird”, the “Company,” “we,” “our,” “ours,” “us” or similar terms refer to Infobird Co, Ltd. and its consolidated subsidiaries. 

You should read this Management’s Discussion and Analysis in conjunction with our summary of unaudited condensed consolidated interim financial statements information as of and for the six-month period ended June 30, 2023. You should also read this discussion and analysis in conjunction with (i) our audited consolidated financial statements, including the notes thereto, and the section titled “Risk Factors” included in the Company’s Annual Report on Form 20-F filed with the United States Securities and Exchange Commission (SEC) on May 1, 2023.

Our unaudited condensed consolidated interim financial statements were prepared in accordance with U.S. GAAP. The Company’s functional currency is the RMB, and its financial statements are presented in U.S. dollars. “RMB” or “Renminbi” refers to the legal currency of China and “$”, “US$” or “U.S. Dollars” refers to the legal currency of the United States. We have made rounding adjustments to some of the figures included in this discussion. Accordingly, any numerical discrepancies in any table between totals and sums of the amounts listed are due to rounding. “PRC” or “China” refers to the People’s Republic of China, excluding, for the purpose of this annual report, Taiwan, Hong Kong and Macau.

Cautionary Note Regarding Forward-Looking Statements

This Management’s Discussion and Analysis contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify some of these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. Among other things, the business outlook and quotations from management in this Management’s Discussion and Analysis, as well as the Company’s strategic and operational plans, contain forward-looking statements. The Company may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (“SEC”) on Forms 20-F and 6-K, in its annual report to shareholders, in s and other written materials and in oral statements made by its officers, directors or employees to third parties. Forward-looking statements involve inherent risks and uncertainties.

A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: the Company’s goals and strategies; the Company’s future business development, financial condition and results of operations; the Company’s expectations regarding demand for and market acceptance of its products and services; the Company’s ability to retain and increase the number of its users and customers, expand its SaaS offerings; competition in the SaaS industry; changes in the Company’s revenues, costs or expenditures; and elsewhere generally; and assumptions underlying or related to any of the foregoing.

Further information regarding these and other risks is included in the Company’s annual report on Form 20-F and current report on Form 6-K and other documents filed with the SEC. All information provided in this Management’s Discussion and Analysis is as of the date of furnishing of this Management’s Discussion and Analysis, and the Company does not undertake any obligation to update any forward-looking statement, except as required under applicable laws.

About Infobird Co., Ltd

 

Since July 2023, the Company formed Inforbird Technologies Limited, a Hong Kong corporation and wholly owned subsidiary, through which the Company commenced operations in Hong Kong. The Company has moved its key technical staff in the Beijing office to Hong Kong office and has recruited additional local staff in Hong Kong to support its operations in Hong Kong. The Company is working to develop its client base in Hong Kong and other parts of Southeast Asia, and Europe. The Company plans to proactively expand its presence in the global market and cater to the diverse needs of its customers worldwide by establishing additional offices in other key locations in Southeast Asia and Europe. The Company also plans to increase its market share in the finance, real estate and hotel management and other SaaS scenarios with enhanced sales and marketing efforts. For more information, visit the Company’s website at http://english.infobird.com/. 

Recent Developments 

Sale of Infobird International Limited 

On August 11, 2023, the Company entered into an equity transfer agreement (the “Agreement”) with CRservices Limited (“CRservices”), a Mahé Island limited company and a shareholder of the Company, pursuant to which, the Company agreed to sell all the issued shares of Infobird International Limited, a limited company incorporated under the laws of Hong Kong and a wholly owned subsidiary of the Company (“Infobird HK”), for a consideration of HK$10,000 (the transaction, the “Sale”). Infobird HK owns 100% of the equity interests of Infobird Digital Technology (Beijing) Co., Ltd. (“WFOE”), which, in turn, controls Beijing Infobird Software Co., Ltd., the variable interest entity (the “VIE”) and its subsidiaries, through a series of contractual arrangements in the People’s Republic of China (“China”). Infobird HK, through the VIE and its subsidiaries, is engaged in the software-as-a-service, or SaaS business, providing AI-powered, or artificial intelligence enabled, customer engagement solutions in China, held substantially all of the assets of the Company and generated substantially all of the revenues of the Company prior to the Sale. Pursuant to the Agreement, upon execution of the Agreement, the Company will no longer be involved in the business operation of Infobird HK and relinquish all rights and interests in the allocation of Infobird HK’s property and profits. The sale was completed on the same day. Upon completion, the Company ceased to have any business operation in mainland China. As previously announced, in July 2023, the Company formed Inforbird Technologies Limited, a Hong Kong corporation and wholly owned subsidiary, through which the Company commenced operations in Hong Kong. As of the date of this report, the Company has moved its key technical staff in the Beijing office to Hong Kong office and has recruited additional local staff in Hong Kong to support its operations in Hong Kong. The Company is working to develop its client base in Hong Kong and other parts of Southeast Asia, and Europe. The Company plans to proactively expand its presence in the global market and cater to the diverse needs of its customers worldwide by establishing additional offices in other key locations in Southeast Asia and Europe. The Company also plans to increase its market share in the finance, real estate and hotel management and other SaaS scenarios with enhanced sales and marketing efforts.

COVID-19 Update

The outbreak of the novel coronavirus (“COVID-19”) has spread rapidly to many parts of the world since early 2020. The resurgence of the Omicron variant has resulted in quarantines requirement, travel restrictions, and the temporary closure of stores and business facilities in many parts of China in 2022.

To date, COVID-19 has had certain adverse impacts on our operations and revenue growth. Our customers were negatively impacted by COVID-19, which reduced their budgets for customer services in 2022 and beyond. China has significantly eased its COVID-19 control measures. In early December 2022, China substantially reduced the frequency of PCR testing and removed the designation of high-risk areas for lockdown and various travel restrictions. On January 8, 2023, China downgraded the management of COVID-19 from Class A to Class B; this change in the classification of the illness means, among other things, that infected cases will no longer be quarantined, their close contacts will no longer be tracked, large scale PRC testing will no longer be conducted, and disease control measures targeting incoming international travelers and imported cargo will be lifted. As affected by such policy changes, many of our staff, as well as staff of our customers and vendors were infected with COVID-19 in December 2022 and January 2023, which negatively affected our business performance during such periods.

Results of Operations 

 

The tables in the following discussion summarize our consolidated statements of operations for the periods indicated. This information should be read together with our consolidated financial statements included elsewhere in this press release. The operating results in any period are not necessarily of the results that may be expected for any future period.

Revenues

Total revenues were nil both for the six months ended June 30, 2023 and 2022, because during these period, all of revenues were collected in the disposed companies. 

Cost of Revenues 

Total cost of revenues was nil both for the six months ended June 30, 2023 and 2022, because during these period, all of cost of revenues was collected in the disposed companies.

Gross Profit 

Our gross profit was nil both for the six months ended June 30, 2023 and 2022, because during these period, the revenues and cost of revenues were collected in the disposed companies.

Operating Expenses

During the six-month period ended June 30, 2023, we incurred total operating expenses of approximately $0.9million, an increase in approximately $0.4 million, or 102%, as compared to total operating expenses of approximately $0.4 million during the six-month period ended June 30, 2022.

General and administrative expenses increased by approximately $0.4 million, or 102%, to approximately $0.9 million for the six months ended June 30, 2023 from approximately $0.4 million for the six months ended June 30, 2022. The increase was mainly due to the lawyer and other third parties provide more services on the sec fillings and consulting of our sales of Infobird International Limited. 

Other income (expense), net

Total other income, net was approximately $0.1 million for the six months ended June 30, 2023, and total other expense, net was approximately $0.4 million for the six months ended June 30, 2022. Other income and expense mainly consists of foreign exchange gains and losses. 

(Benefit of) provision for income taxes

We recorded income tax of nil for the six months ended June 30, 2023 and 2022.

Net loss from continuing operations 

Our net loss from continuing operations was approximately $0.8 million for the six months ended June 30, 2023, decreased by 0.1 million, or 10%, from net loss from continuing operations of approximately $0.9 million for the six months ended June 30, 2022. Such change was the result of the combination of the changes as discussed above.

 

 

Net loss from discontinued operations

In August 2023, we discontinued our all business in Mainland China. As a result, the results of operations for our business in Mainland China are reported as discontinued operations under the guidance of Accounting Standards Codification 205. Our net loss from discontinued operations decreased by $2.8 million, or 41% , to a net loss of approximately $4.1 million for the six months ended June 30, 2023, from a net loss of approximately $6.9 million for the six months ended June 30, 2022. The decrease in loss from discontinued operations was mainly due to the decline in scale of operations from the second half year of 2022.

Net loss 

Our net loss decreased by approximately $2.9 million, or 37%, to approximately $4.9 million net loss for the six months ended June 30, 2023, from approximately $7.8 million net loss for the six months ended June 30, 2022. Such change was primarily due to the decrease of staff expense paid in the discontinued operation entities. 

Net loss attributable to Infobird Co., Ltd

After deducting non-controlling interests of approximately $0.3 million, net loss attributable to our holding company Infobird Co. Ltd. decreased from approximately $7.8 million net loss for the six months ended June 30, 2022 to approximately $4.6 million net loss for the six months ended June 30, 2023.

Basic and diluted loss per share

Basic and diluted loss per share was $1.03 for the six months ended June 30, 2023, compared to basic and diluted loss per share of $7.61 for the six months ended June 30, 2022.

Cash equivalents and short-term investments

As of June 30, 2023, we had cash and cash equivalents as well as short-term investments in an aggregate amount of approximately $0.0 million, compared to approximately $6.9 million as of December 31, 2022. 

 Liquidity and Capital Resources

We financed our operations through internally generated cash, short-term loans and payable from related parties and equity financing. As of June 30, 2023 we had approximately $6.8 million from escrow account. Our working capital was approximately $8.6 million at June 30, 2023. We will not require any fund over the next twelve months upon issuance of this unaudited interim condensed consolidated financial statements to operate at its current level, either from operating activities or funding.

 

If we are unable to realize its assets within the normal operating cycle of a twelve (12) month period, we may have to consider supplementing its available sources of funds through the following sources:

 

other available sources of financing from PRC banks and other financial institutions;
financial support from the Company’s related parties and shareholders; and
issuance of convertible debt.

 

Based on the above considerations, our management is of the opinion that it has sufficient funds to meet our working capital requirements and debt obligations as they become due over the next twelve (12) months.

 

The following summarizes the key components of our cash flows for the six months ended June 30, 2023:

 

 

 

    For the six months ended
June 30, 2023
  For the six months ended
June 30, 2022
         
Net cash (used in) provided by operating activities from continuing operations   $ (5,045,416 )   $ 600,274  
Net cash provided by (used in) operating activities from discontinued operations     2,588,279       (4,593,829 )
Net cash used in investing activities from continuing operations     (2,000,000 )      
Net cash provided by investing activities from discontinued operations     14,874        
Net cash provided by financing activities from continuing operations     6,839,245        
Net cash used in financing activities from discontinued operations     (3,007,751 )     (732,567 )
Effect of exchange rate change     130,863       (146,501 )
Net change in cash   $ (479,906 )   $ (4,872,623 )

  

Operating activities 

Net cash used in operating activities from continuing operations was approximately $5.0 million for the six months ended June 30, 2023, which was primarily attributable to (1) net loss from continuing operations of approximately 0.8 million, and (2) approximately $3.7 million increase in due from discontinued operations.

 

Net cash provided by operating activities from continuing operations was approximately $0.6 million for the six months ended June 30, 2022, which was primarily attributable to net loss from continuing operations of approximately 0.9 million, offset by (a) various non-cash items of approximately $0.4 million, such as gain of investment, and (b) approximately $1.0 million decrease in due from discontinued operations.

 

Investing activities

Net cash used in investing activities for the six months ended June 30, 2023 was primarily attributable to the cash deposit in escrow account.

 

We did not have any cash provided by or used in investing activities for the six months ended June 30, 2022.

 

Financing activities

Net cash provided financing activities from continuing operations was approximately $6.8 million for the six months ended June 30, 2023 and was primarily attributable to (1) the proceeds from issuance of common stocks and convertible bonds in 2023, which were approximately $4.5 million and $2.2 million, respectively.

We did not have any cash provided by or used in financing activities from continuing operations for the six months ended June 30, 2022.

 

Commitments and Contingencies

Capital expenditures 

Our capital expenditures were incurred primarily in connection with payment of property and equipment and software. Our capital expenditures were nil for the six months ended June 30, 2023 and 2022, respectively. We intend to fund our future capital expenditures with our existing cash balance, bank loans and net proceeds from our F3 offering.

 


Lease commitments

Our commitment for leases under the remaining operating leases as of June 30, 2023 for the next five years is as follows:

    As of June 30, 2023
2024   $ 19,752  
Total undiscounted lease payments     19,752  
 Less imputed interest     (377 )
Total lease liabilities   $ 19,375  
Less: total lease liabilities - discontinued operations     (19,375 )
Total lease liabilities - continuing operations   $  

  
Contingencies 

From time to time, we are party to certain legal proceedings, as well as certain asserted and un-asserted claims. Amounts accrued, as well as the total amount of reasonably possible losses with respect to such matters, individually and in the aggregate, are not deemed to be material to the consolidated financial statements.

Unaudited Interim Consolidated Statements of Income and Comprehensive Income

    For the Six Months Ended
    June 30,   June 30,
    2023   2022
    (Unaudited)   (Unaudited)
Revenues   $     $  
Cost of revenues            
Gross profit            
Selling expenses            
General and administrative expenses     854,683       422,823  
Research and development expenses            
Long-live assets impairment            
Loss from operations     (854,683 )     (422,823 )
Other income (expense), net     85,389       (435,658 )
Loss before income taxes     (769,294 )     (858,481 )
Provision for income taxes            
Net loss from continuing operations     (769,294 )     (858,481 )
Net loss from discontinued operations     (4,101,419 )     (6,932,322 )
Net loss     (4,870,713 )     (7,790,803 )
Less: Net loss attributable to noncontrolling interest from discontinued operations     (287,097 )     (40,082 )
Net loss attributable to Infobird Co., Ltd   $ (4,583,616 )   $ (7,750,721 )
                 
Net loss     (4,870,713 )     (7,790,803 )
Foreign currency translation adjustment     434,101       (152,972 )
Comprehensive loss     (4,436,612 )     (7,943,775 )
Less: Comprehensive loss attributable to noncontrolling interests from discontinued operations     (277,755 )     (46,546 )
Comprehensive loss attributable to Infobird Co., Ltd   $ (4,158,857 )   $ (7,897,229 )
Weighted average number of ordinary shares*                
Basic and diluted     4,430,210       1,018,663  
Loss per share                
Basic and diluted - continuing operations   $ (0.17 )   $ (0.84 )
Basic and diluted - discontinued operations   $ (0.86 )   $ (6.77 )

 
*
 Retroactively restated to reflect the Share Consolidation 

 

Unaudited Interim Consolidated Balance Sheet Data

    As of June 30,   As of December 31,
    2023   2022
    (Unaudited)    
Current assets from continuing operations   $ 31,797,468     $ 25,824,449  
Current assets from discontinued operations     1,127,572       1,563,009  
Other assets from continuing operations            
Other assets from discontinued operations     162,582       3,260,740  
Total assets   $ 33,087,622     $ 30,648,198  
Total liabilities     (26,500,239 )     (24,146,516 )
Total shareholders’ equity   $ 6,587,383     $ 6,501,682  


Safe Harbor / Forward-Looking Statements

This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. Among other things, the business outlook and quotations from management in this press release, as well as the Company’s strategic and operational plans, contain forward-looking statements. The Company may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (“SEC”) on Forms 20-F and 6-K, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: the Company’s goals and strategies; the Company’s future business development, financial condition and results of operations; and the Company’s expectations regarding demand for and market acceptance of its products and services. Further information regarding these and other risks is included in the Company’s annual report on Form 20-F and current report on Form 6-K and other documents filed with the SEC. All information provided in this press release is as of the date of this press release, and the Company does not undertake any obligation to update any forward-looking statement, except as required under applicable laws. 

CONTACT:

Infobird Co., Ltd Investor Relations

 changjx@infobird.com 

SOURCE:

Infobird Co., Ltd. 

 

 

v3.23.3
Cover
6 Months Ended
Jun. 30, 2023
Cover [Abstract]  
Document Type 6-K
Amendment Flag false
Document Period End Date Jun. 30, 2023
Current Fiscal Year End Date --12-31
Entity File Number 001-40301
Entity Registrant Name Infobird Co., Ltd
Entity Central Index Key 0001815566
Entity Address, Address Line One Unit 532A
Entity Address, Address Line Two 5/F, Core Building 2
Entity Address, Address Line Three No. 1 Science Park West Avenue
Entity Address Address Line Four Hong Kong Science Park
Entity Address, City or Town Tai Po, N.T
Entity Address, Country HK
v3.23.3
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
Jun. 30, 2023
Dec. 31, 2022
CURRENT ASSETS    
Cash $ 3,390 $ 209,561
Other receivables, net 7,361,897
Due from discontinued operations 17,632,181 14,013,927
Escrow, current 6,800,000 4,896,932
Short-term investment 6,704,029
Current assets of discontinued operations 1,127,572 1,563,009
Total current assets 32,925,040 27,387,458
OTHER ASSETS    
Other assets of discontinued operations 162,582 3,260,740
Total other assets 162,582 3,260,740
Total assets 33,087,622 30,648,198
CURRENT LIABILITIES    
Current liabilities of discontinued operations 24,280,239 24,119,744
Total current liabilities 24,280,239 24,119,744
OTHER LIABILITIES    
Advance from investor 2,220,000
Other liabilities of discontinued operations 26,772
Total other liabilities 2,220,000 26,772
Total liabilities 26,500,239 24,146,516
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY    
Ordinary shares,$0.025 par value, 1,000,000,000 shares authorized, 5,100,164 and 3,818,663 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively* 127,504 95,467
Additional paid-in capital 38,227,552 33,737,276
Statutory reserves 449,136 449,136
Accumulated deficits (32,650,031) (28,066,415)
Accumulated other comprehensive income 786,414 361,655
Total shareholders’ equity attributable to Infobird Co., Ltd 6,940,575 6,577,119
Noncontrolling interests (353,192) (75,437)
Total equity 6,587,383 6,501,682
Total liabilities and equity $ 33,087,622 $ 30,648,198
v3.23.3
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Jun. 30, 2023
Dec. 31, 2022
Statement of Financial Position [Abstract]    
Ordinary stock, par value [1] $ 0.025 $ 0.025
Ordinary stock, shares authorized [1] 1,000,000,000 1,000,000,000
Ordinary stock, shares issued [1] 5,100,164 3,818,663
Ordinary stock, shares outstanding [1] 5,100,164 3,818,663
[1] retroactively restated to reflect 1-for-5 share consolidation effective on September 9, 2022 and 1-for-5 share consolidation effective on May 15, 2023.
v3.23.3
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Income Statement [Abstract]    
REVENUES
COST OF REVENUES
GROSS PROFIT
OPERATING EXPENSES:    
Selling
General and administrative 854,683 422,823
Research and development
Long-live assets impairment
Total operating expenses 854,683 422,823
LOSS FROM OPERATIONS (854,683) (422,823)
OTHER INCOME (EXPENSE)    
Interest income
Interest expense (990)
Other income (expense), net 85,389 (434,668)
Total other income (expense), net 85,389 (435,658)
LOSS BEFORE INCOME TAXES (769,294) (858,481)
PROVISION FOR (BENEFIT OF) INCOME TAXES
NET LOSS FROM CONTINUING OPERATIONS (769,294) (858,481)
NET LOSS FROM DISCONTINUED OPERATIONS (4,101,419) (6,932,322)
NET LOSS (4,870,713) (7,790,803)
Less: Net loss attributable to noncontrolling interest from discontinued operations (287,097) (40,082)
NET LOSS ATTRIBUTABLE TO INFOBIRD CO.,LTD (4,583,616) (7,750,721)
FOREIGN CURRENCY TRANSLATION ADJUSTMENT 434,101 (152,972)
TOTAL COMPREHENSIVE LOSS (4,436,612) (7,943,775)
Less: Comprehensive loss attributable to noncontrolling interests from discontinued operations (277,755) (46,546)
COMPREHENSIVE LOSS ATTRIBUTABLE TO INFOBIRD CO., LTD $ (4,158,857) $ (7,897,229)
v3.23.3
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical) - $ / shares
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Income Statement [Abstract]    
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES, Basic [1] 4,430,210 1,018,663
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES, Diluted [1] 4,430,210 1,018,663
LOSS PER SHARE Basic - continuing operations $ (0.17) $ (0.84)
LOSS PER SHARE diluted - continuing operations (0.17) (0.84)
LOSS PER SHARE Basic - discontinued operations (0.86) (6.77)
LOSS PER SHARE diluted - discontinued operations $ (0.86) $ (6.77)
[1] retroactively restated to reflect 1-for-5 share consolidation effective on September 9, 2022 and 1-for-5 share consolidation effective on May 15, 2023. 
v3.23.3
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings Statutory Rserves [Member]
Retained Earnings Unrestricted [Member]
AOCI Attributable to Parent [Member]
Noncontrolling Interest [Member]
Total
Beginning balance, value at Dec. 31, 2021 $ 25,467 $ 26,783,333 $ 449,136 $ (12,799,436) $ 592,218 $ 850,152 $ 15,900,870
Beginning balance, shares at Dec. 31, 2021 [1] 1,018,663            
Net loss attributable to Infobird Co., Ltd (7,750,721) (7,750,721)
Net loss attributable to noncontrolling interests (40,082) (40,082)
Share-based compensations for consulting services 10,134 10,134
Foreign currency translation adjustment (146,508) (6,464) (152,972)
Ending balance, value at Jun. 30, 2022 $ 25,467 26,793,467 449,136 (20,550,157) 445,710 803,606 7,967,229
Ending balance, shares at Jun. 30, 2022 [1] 1,018,663            
Beginning balance, value at Dec. 31, 2022 $ 95,467 33,737,276 449,136 (28,066,415) 361,655 (75,437) 6,501,682
Beginning balance, shares at Dec. 31, 2022 [1] 3,818,663            
Net loss attributable to Infobird Co., Ltd (4,583,616) (4,583,616)
Net loss attributable to noncontrolling interests (287,097) (287,097)
Issued orinary shares under F3, net of issuance costs $ 19,230 4,503,083 4,522,313
Issued orinary shares under F3, net of issuance costs, shares [1] 769,200            
Warrants convert to ordinary shares $ 12,500 (12,500)
Warrants convert to ordinary shares, shares [1] 499,980            
Additional ordinary shares of round up adjustment due to retroactive effect of Share Consolidation in 2023 $ 307 (307)
Additional ordinary shares of round up adjustment due to retroactive effect of Share Consolidation in 2023, shares [1] 12,321            
Foreign currency translation adjustment 424,759 9,342 434,101
Ending balance, value at Jun. 30, 2023 $ 127,504 $ 38,227,552 $ 449,136 $ (32,650,031) $ 786,414 $ (353,192) $ 6,587,383
Ending balance, shares at Jun. 30, 2023 [1] 5,100,164            
[1] retroactively restated to reflect 1-for-5 share consolidation effective on September 9, 2022 and 1-for-5 share consolidation effective on May 15, 2023.
v3.23.3
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net loss $ (4,870,713) $ (7,790,803)
Net loss from discontinued operations (4,101,419) (6,932,322)
Net loss from continuing operations (769,294) (858,481)
Adjustments to reconcile net loss to net cash provided by operating activities:    
(Gain)/Loss of investment (84,634) 434,669
Stock-base compensations for consulting service 10,134
Change in operating assets and liabilities    
Other receivables (573,234)
Due from discontinued operations (3,618,254) 1,013,952
Net cash (used in) provided by operating activities from continuing operations (5,045,416) 600,274
Net cash provided by (used in) operating activities from discontinued operations 2,588,279 (4,593,829)
Net cash used in operating activities (2,457,137) (3,993,555)
CASH FLOWS FROM INVESTING ACTIVITIES:    
Cash deposit in escrow account (2,000,000)
Net cash used in investing activities from continuing operations (2,000,000)
Net cash provided by investing activities from discontinued operations 14,874
Net cash used in investing activities (1,985,126)
CASH FLOWS FROM FINANCING ACTIVITIES:    
Net proceeds from issuance of common stock under F3 4,522,313
Net proceeds in advance for the issuance of convertible bonds in September 2023 2,220,000
Refunds from escrow 96,932
Net cash provided by financing activities from continuing operations 6,839,245
Net cash used in financing activities from discontinued operations (3,007,751) (732,567)
Net cash provided by (used in) financing activities 3,831,494 (732,567)
EFFECT OF EXCHANGE RATE CHANGES 130,863 (146,501)
NET CHANGE IN CASH (479,906) (4,872,623)
CASH, beginning of period 1,038,819 6,293,415
CASH, end of period 558,913 1,420,792
 CASH, CASH EQUIVALENTS AND RESTRICTED CASH:    
LESS: CASH, CASH EQUIVALENTS AND RESTRICTED CASH FROM DISCONTINUED OPERATIONS 555,523 1,210,556
CASH, CASH EQUIVALENTS AND RESTRICTED CASH FROM CONTINUING OPERATIONS 3,390 210,236
SUPPLEMENTAL CASH FLOW INFORMATION:    
Cash paid for income tax 1,515
Cash paid for interest 22,808 202,028
NON-CASH INVESTING AND FINANCING ACTIVITIES:    
Initial recognition of operating right of use asset and lease liability 787,738
Elimination of operating right of use asset and lease liability upon termination of operating lease $ 772,501
v3.23.3
Nature of business and organization
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Nature of business and organization

Note 1 – Nature of business and organization

 

Infobird Co., Ltd (“Infobird Cayman” or the “Company”) is a holding company incorporated on March 26, 2020 under the laws of the Cayman Islands. The Company has no substantive operations other than holding all of the outstanding share capital of Infobird International Limited (“Infobird HK”) established under the laws of Hong Kong on April 21, 2020.

 

Infobird HK is also a holding company holding all of the outstanding equity of Infobird Digital Technology (Beijing) Co., Ltd (“Infobird WFOE”) which was established on May 20, 2020 under the laws of the People’s Republic of China (“PRC” or “China”).

 

The Company, through its variable interest entity (“VIE”), Beijing Infobird Software Co., Ltd (“Infobird Beijing”), a PRC limited liability company established on October 26, 2001, and through its subsidiaries, is a software-as-a-service (“SaaS”) provider of innovative AI-powered (artificial intelligence enabled) customer engagement solutions in China. The Company primarily provides standard and customized customer relationship management cloud-based services, such as SaaS, and business process outsourcing (“BPO”), services to its clients.

 

On October 17, 2013, Infobird Beijing established its 90.18% owned subsidiary, Guiyang Infobird Cloud Computing Co., Ltd (“Infobird Guiyang”), a PRC limited liability company. Infobird Guiyang also engages in software development and mainly provides BPO services to its customers. On June 20, 2012, Infobird Beijing established a 99.95% owned subsidiary, Anhui Xinlijia E-commerce Co., Ltd (formerly known as Anhui Infobird Software Information Technology Co., Ltd) (“Infobird Anhui”), a PRC limited liability company. Infobird Anhui also engages in software development and mainly provides cloud services and technology solutions to customers.

 

On May 27, 2020, Infobird Cayman completed a reorganization of entities under common control of its then existing shareholders, who collectively owned all of the equity interests of Infobird Cayman prior to the reorganization. Infobird Cayman and Infobird HK were established as the holding companies of Infobird WFOE. Infobird WFOE is the primary beneficiary for accounting purposes of Infobird Beijing and its subsidiaries. All of these entities are under common control which results in the consolidation of Infobird Beijing and subsidiaries which have been accounted for as a reorganization of entities under common control at carrying value. Infobird WFOE is deemed to have a controlling financial interest and be the primary beneficiary for accounting purposes of Infobird Beijing because it has both of the following characteristics: (1) the power to direct activities at Infobird Beijing that most significantly impact such entity’s economic performance, and (2) the right to receive benefits from Infobird Beijing that could potentially be significant to such entity. The unaudited interim condensed consolidated financial statements are prepared on the basis as if the reorganization became effective as of the beginning of the first period presented in the accompanying unaudited interim condensed consolidated financial statements of Infobird Cayman.

 

On December 2, 2021, Infobird Beijing completed its 51% acquisition of Shanghai Qishuo Technology Inc. (“Shanghai Qishuo”), a PRC limited liability company and a SaaS provider of big data analysis to retail stores aimed at operation improvement, for approximately $1.3 million (RMB 8.6 million). Shanghai Qishuo is a fast-growing provider of consumer product and retail store digitalization solutions.

 

On May 31, 2022, Infobird Anhui completed its 100% acquisition of Hefei Weiao Information Technology Co., Ltd (“Anhui Weiao”), a PRC limited liability company owned VATS License with the business scope of “Nationwide Domestic Call Center Services” to improve our cloud-based services.

 

The accompanying unaudited interim condensed consolidated financial statements reflect the activities of Infobird Cayman and each of the following entities:

 

       
Name   Background   Ownership
Infobird
International Limited (“Infobird HK”)
  ● A Hong Kong company
● Incorporated on April 21, 2020
● A holding company
  100% owned by Infobird Cayman
Infobird Digital Technology (Beijing) Co., Ltd (“Infobird WFOE”)   ● A PRC limited liability company and deemed a wholly foreign
owned enterprise (“WFOE”)
● Incorporated on May 20, 2020
● Registered capital of $15,000,000 (RMB 106,392,000)
● A holding company
  100% owned by Infobird HK
Beijing Infobird Software Co., Ltd (“Infobird Beijing”)   ● A PRC limited liability company
● Incorporated on October 26, 2001
● Registered capital of $2,417,947 (RMB 16,624,597)
● Software developing that provides software as a service (SaaS)
  VIE of Infobird WFOE
Guiyang Infobird Cloud Computing Co., Ltd
(“Infobird Guiyang”)
  ● A PRC limited liability company
● Incorporated on October 17, 2013
● Registered capital of $1,777,645 (RMB 12,222,200)
● Software developing that provides software as a service (SaaS)
  90.18% owned by Infobird Beijing
Anhui Xinlijia E-commerce Co., Ltd (formerly known as Anhui Infobird Software Information Technology Co., Ltd) (“Infobird Anhui”)   ● A PRC limited liability company
● Incorporated on June 20, 2012
● Registered capital of $1,454,440 (RMB 10,000,000)
● Software developing that provides software as a service (SaaS)
  99.95% owned by Infobird Beijing
Shanghai Qishuo Technology Inc. (“Shanghai Qishuo”)   ● A PRC limited liability company
● Incorporated on April 10, 2014
● Registered capital of $156,922 (RMB 1,000,000)
● Software developing that provides software as a service (SaaS)
  51% owned by Infobird Beijing
Hefei Weiao Information Technology Co., Ltd (“Anhui Weiao”)   ● A PRC limited liability company
● Incorporated on May 25, 2018
● Registered capital of $1,439,325 (RMB 10,000,000)
● Software developing that provides software as a service (SaaS)
  100% owned by Infobird Anhui

 

Contractual Arrangements

 

Due to legal restrictions on foreign ownership and investment in, among other areas, the development and operation of information technology in China, including cloud computing and big data analytics, the Company operates its businesses in which foreign investment is restricted or prohibited in the PRC through certain PRC domestic companies. Neither the Company nor its subsidiaries own any equity interest in Infobird Beijing. As such, Infobird Beijing is controlled through contractual arrangements in lieu of direct equity ownership by the Company or any of its subsidiaries. Such contractual arrangements consist of a series of three agreements, along with shareholders’ powers of attorney (“POAs”) and spousal consent letters (collectively the “Contractual Arrangements”, which were signed on May 27, 2020).

 

The significant terms of the Contractual Arrangements are as follows:

 

Exclusive Business Cooperation Agreement

 

Pursuant to the exclusive business cooperation agreement between Infobird WFOE and Infobird Beijing, Infobird WFOE has the exclusive right to provide Infobird Beijing with technical support services, consulting services and other services, including technical support and training, business management consultation, consultation, collection and research of technology and market information, marketing and promotion services, customer order management and customer services, lease equipment or properties, provide legitimate rights to use software license, provide deployment, maintenances and upgrade of software, design installation, daily management, maintenance and updating network system, hardware and database, and other services requested by Infobird Beijing from time to time to the extent permitted under PRC law. In exchange, Infobird WFOE is entitled to a service fee that equals to all of the consolidated net income. The service fee may be adjusted by Infobird WFOE based on the actual scope of services rendered by Infobird WFOE and the operational needs and expanding demands of Infobird Beijing. Pursuant to the exclusive business cooperation agreement, the service fees may be adjusted based on the actual scope of services rendered by Infobird WFOE and the operational needs of Infobird Beijing.

 

The exclusive business cooperation agreement remains in effect unless terminated in accordance with the following provision of the agreement or terminated in writing by Infobird WFOE.

 

During the term of the exclusive business cooperation agreement, Infobird WFOE and Infobird Beijing shall renew the operation term prior to the expiration thereof so as to enable the exclusive business cooperation agreement to remain effective. The exclusive business cooperation agreement shall be terminated upon the expiration of the operation term of either Infobird WFOE or Infobird Beijing if the application for renewal of the operation term is not approved by relevant government authorities. If an application for renewal of the operation term is not approved, according to the PRC Company Law, the expiration of the operation term may lead to the dissolution and cancellation of such PRC company.

 

Exclusive Option Agreements

 

Pursuant to the exclusive option agreements among Infobird WFOE, Infobird Beijing and the shareholders who collectively owned all of Infobird Beijing, such shareholders jointly and severally grant Infobird WFOE an option to purchase their equity interests in Infobird Beijing. The purchase price shall be the lowest price then permitted under applicable PRC laws. Infobird WFOE or its designated person may exercise such option at any time to purchase all or part of the equity interests in Infobird Beijing until it has acquired all equity interests of Infobird Beijing, which is irrevocable during the term of the agreements.

 

The exclusive option agreements remains in effect until all equity interest held by shareholders in Infobird Beijing has been transferred or assigned to Infobird WFOE and/or any other person designated by the Infobird WFOE in accordance with such agreement.

 

Equity Interest Pledge Agreements

 

Pursuant to the equity interest pledge agreements, among Infobird WFOE, Infobird Beijing, and the shareholders who collectively owned all of Infobird Beijing, such shareholders pledge all of the equity interests in Infobird Beijing to Infobird WFOE as collateral to secure the obligations of Infobird Beijing under the exclusive business cooperation agreement and exclusive option agreements. These shareholders are prohibited from transferring the pledged equity interests without the prior consent of Infobird WFOE unless transferring the equity interests to Infobird WFOE or its designated person in accordance to the exclusive option agreements.

 

The equity interest pledge agreements shall come into force the date on which the pledged interests are recorded, which is within three (3) days after signing of the agreements on May 27, 2020, under Infobird Beijing’s register of shareholders and are registered with the competent Administration for Market Regulation of Infobird Beijing until all of the obligations to Infobird WFOE have been fulfilled completely by Infobird Beijing. Nineteen shareholders of Infobird Beijing have registered the pledges of equity interest with the competent Civil Code of the PRC and Infobird Beijing intends to register the pledge of equity interest of one shareholder with the competent Administration for Market Regulation once practicable.

 

Shareholders’ Powers of Attorney (“POAs”)

 

Pursuant to the shareholders’ POAs, the shareholders of Infobird Beijing give Infobird WFOE an irrevocable proxy to act on their behalf on all matters pertaining to Infobird Beijing and to exercise all of their rights as shareholders of Infobird Beijing, including the (i) right to attend shareholders meeting; (ii) to exercise voting rights and all of the other rights including but not limited to the sale or transfer or pledge or disposition of the shares held in part or in whole; and (iii) designate and appoint on behalf of the shareholder the legal representative, the directors, supervisors, the chief executive officer and other senior management members of Infobird Beijing, and to sign transfer documents and any other documents in relation to the fulfillment of the obligations under the exclusive option agreements and the equity interest pledge agreements. The shareholders’ POAs shall remain in effect while the shareholders of Infobird Beijing hold the equity interests in Infobird Beijing.

 

Spousal Consent Letters

 

Pursuant to the spousal consent letters, the spouses of the shareholders of Infobird Beijing commit that they have no right to make any assertions in connection with the equity interests of Infobird Beijing, which are held by the shareholders. In the event that the spouses obtain any equity interests of Infobird Beijing, which are held by the shareholders, for any reasons, the spouses of the shareholders shall be bound by the exclusive option agreement, the equity interest pledge agreement, the shareholder POA and the exclusive business cooperation agreement and comply with the obligations thereunder as a shareholder of Infobird Beijing. The letters are irrevocable and shall not be withdrawn without the consent of Infobird WFOE.

 

Based on the foregoing contractual arrangements, which grant Infobird WFOE effective control of Infobird Beijing and subsidiaries and enable Infobird WFOE to receive all of their expected residual returns, the Company accounts for Infobird Beijing as a VIE. Accordingly, the Company consolidates the accounts of Infobird Beijing and subsidiaries for the periods presented herein, in accordance with Regulation S-X-3A-02 promulgated by the Securities Exchange Commission (“SEC”), and Accounting Standards Codification (“ASC”) 810-10, Consolidation.

 

v3.23.3
Summary of significant accounting policies
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Summary of significant accounting policies

Note 2 – Summary of significant accounting policies

 

Liquidity

 

In assessing liquidity, the Company monitors and analyzes cash on-hand and operating expenditure commitments. The Company’s liquidity needs are to meet working capital requirements and operating expense obligations.

 

Historically, the Company finances its operations through internally generated cash, short-term loans and payable from related parties and equity financing. As of June 30, 2023 the Company had approximately $6.8 million from escrow account. The Company’s working capital was approximately $8.6 million at June 30, 2023. The Company will not require any fund over the next twelve months upon issuance of this unaudited interim condensed consolidated financial statements to operate at its current level, either from operating activities or funding.

 

If the Company is unable to realize its assets within the normal operating cycle of a twelve (12) month period, the Company may have to consider supplementing its available sources of funds through the following sources:

 

other available sources of financing from PRC banks and other financial institutions;
financial support from the Company’s related parties and shareholders; and
issuance of convertible debt.

 

Based on the above considerations, the Company’s management is of the opinion that it has sufficient funds to meet the Company’s working capital requirements and debt obligations as they become due over the next twelve (12) months.

 

Basis of presentation

 

The accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the SEC, regarding financial reporting, and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operation results. Certain information and footnote disclosures normally included in financial statements prepared in conformity with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The results of operations are not necessarily indicative of results to be expected for any other interim period or for the full year. Accordingly, these statements should be read in conjunction with the Company’s audited financial statements as of and for the years ended December 31, 2022.

 

Principles of consolidation

 

The unaudited interim condensed consolidated financial statements include the financial statements of the Company and its subsidiaries, which include the wholly-foreign owned enterprise and VIE over which the Company exercises control and, when applicable, entities for which the Company has a controlling financial interest or is the primary beneficiary for accounting purposes. Infobird WFOE is deemed to have a controlling financial interest and be the primary beneficiary for accounting purposes of Infobird Beijing because it has both of the following characteristics: (1) the power to direct activities at Infobird Beijing that most significantly impact such entity’s economic performance, and (2) the right to receive benefits from Infobird Beijing that could potentially be significant to such entity. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.

 

Use of estimates and assumptions

 

The preparation of unaudited interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the unaudited interim condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in the Company’s unaudited interim condensed consolidated financial statements include the useful lives of property and equipment and intangible assets, software development costs, impairment of long-lived assets, allowance for doubtful accounts, revenue recognition, share-based compensation, allowance for deferred tax assets and uncertain tax position. The inputs into the Company’s judgments and estimates consider the economic implications of COVID-19 on the Company’s critical and significant accounting estimates. Actual results could differ from these estimates.

 

Foreign currency translation and transaction

 

The reporting currency of the Company is the U.S. dollar. The Company in China conducts its businesses in the local currency, Renminbi (RMB), as its functional currency. Assets and liabilities are translated at the noon buying rate in the City of New York for cable transfers of RMB as certified for customs purposes by the Federal Reserve Bank of New York at the end of the period. The statement of income accounts are translated at the average translation rates and the equity accounts are translated at historical rates. Translation adjustments resulting from this process are included in accumulated other comprehensive income (loss). Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.

 

Translation adjustments included in accumulated other comprehensive income (loss) amounted to $786,414 and $361,655 as of June 30, 2023 and December 31, 2022, respectively. The balance sheet amounts, with the exception of equity at June 30, 2023 and December 31, 2022 were translated at 7.2513 RMB and 6.8972 RMB, respectively. The equity accounts were stated at their historical rate. The average translation rates applied to statement of income accounts for the six months ended June 30, 2023 and 2022 were 6.9283 RMB and 6.4791 RMB to $1.00, respectively. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets.

 

Cash

 

Cash consists of cash on hand, demand deposits and time deposits placed with banks or other financial institutions and have original maturities of less than three (3) months.

 

Accounts receivable, net

 

Accounts receivable include trade accounts due from customers. Accounts are considered overdue after thirty (30) days from payment due date. In establishing the required allowance for doubtful accounts, management considers historical collection experience, aging of the receivables, the economic environment, industry trend analysis, and the credit history and financial conditions of the customers. Management reviews its receivables on a regular basis to determine if the bad debt allowance is adequate, and adjusts the allowance when necessary. Delinquent account balances are written off against allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. As of June 30, 2023 and December 31, 2022, allowance for doubtful accounts were $5,422,446 and $5,777,189, respectively. All of allowance for doubtful accounts were from discontinued operations and classified in the caption “current assets of discontinued operations” in the accompanying unaudited interim condensed consolidated balance sheets.

 

Other receivables, net

 

Other receivables primarily include advances to employees and other deposits. Management regularly reviews the aging of receivables and changes in payment trends and records allowances when management believes collection of amounts due are at risk. Accounts considered uncollectable are written off against allowances after exhaustive efforts at collection are made. As of June 30, 2023 and December 31, 2022, allowance for doubtful accounts were $11,225 and $11,801, respectively. All of allowance for doubtful accounts were from discontinued operations and classified in the caption “current assets of discontinued operations” in the accompanying unaudited interim condensed consolidated balance sheets.

 

Prepayments

 

Prepayments are cash deposited or advanced to suppliers for future service rendering. The amounts are refundable and bear no interest. For any advances to suppliers determined by management that such advances will not be in receipts or refundable, the Company will recognize an allowance account to reserve such balances. Management reviews its advances to suppliers on a regular basis to determine if the allowance is adequate, and adjusts the allowance when necessary. Delinquent account balances are written off against allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. Management continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary. As of June 30, 2023 and December 31, 2022, no allowance for the doubtful accounts were deemed necessary for both continuing and discontinued operations.

 

Short term investments

 

Short-term investments are investments in wealth management product with underlying in bonds offered by private entities and other equity products. The investments can be redeemed upon three months’ notice and their carrying values approximate their fair values. The gain (loss) from sale of any investments and fair value change are recognized in the statements of income and comprehensive income. Gain (loss) from short term investments for six months ended June 30, 2023 and 2022 amounted to $84,634 and $(434,669), respectively. All of gain (loss) from short term investments were from continuing operations.

 

Escrow

 

In connection with the closing of the Company’s initial public offering in April 2021, $600,000 of the net proceeds received from the initial public offering was deposited in an escrow account, and the Company is restricted to withdraw for twenty-four months after the closing date of the initial public offering. As of June 30, 2023 and December 31, 2022, the balance of the escrow account related to IPO was nil and $96,932, respectively.

 

In connection with the Company’s convertible notes in December 2022, the net proceeds received from the convertible notes was deposited in an escrow account. As of June 30, 2023 and December 31, 2022, the balance of the escrow account related to convertible notes amounted to $6,800,000 and $4,800,000, respectively.

 

All of escrow account were from continuing operations.

 

Long-term deposits

 

Long-term deposits primarily included rental deposits, and deposits made by the Company to vendors to secure the service contract. The deposits are generally more than one year and the amounts are refundable and bear no interest. For any deposits determined by management that such deposit will not be in receipts or refundable, the Company will recognize an allowance account to reserve such balances. Management reviews the long- term deposits on a regular basis to determine if the allowance is adequate, and adjusts the allowance when necessary. Delinquent account balances are written off against allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. Management continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary. As of June 30, 2023 and December 31, 2022, no allowance for the doubtful accounts were deemed necessary for both continuing and discontinued operations.

 

Property and equipment, net

 

Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows:

 

   
    Useful Life
Leasehold improvements   Shorter of the remaining lease
terms or estimated useful lives
Electronic devices   3-5 years
Office equipment, fixtures and furniture   3-5 years
Automobile   3-5 years
Computer and network equipment   3-5 years

 

The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the consolidated statements of income and comprehensive income. Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals and betterments, which are expected to extend the useful life of assets, are capitalized. The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives.

 

Construction-in-progress represents contractor and labor costs, design fees and inspection fees in connection with the construction of the Company’s building for a cloud computing facility in Guiyang, China, which collected in discontinued operations. As a result of further delays of the project related to local governments’ limitation of economic activities in response to the resurgence of COVID-19 variants, the Company recorded full impairment of its construction in progress for the year ended December 31, 2021.

 

Intangible assets

 

The Company’s intangible assets with definite useful lives primarily consist of licensed software, capitalized development costs, platform system, and land-use rights. The Company amortizes its intangible assets with definite useful lives over their estimated useful lives and reviews these assets for impairment. The Company typically amortizes its intangible assets with definite useful lives on a straight-line basis over the shorter of the contractual terms or the estimated useful lives.

 

Intangible assets are stated at cost less accumulated amortization. Amortization is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows:

 

Capitalized development costs

 

The Company follows the provisions of ASC 350-40, “Internal Use Software”, to capitalize certain direct development costs associated with internal-used software. ASC 350-40 provides guidance on capitalization of the costs incurred for computer software developed or obtained for internal use. The Company expenses all costs incurred during the preliminary project stage of its development, and capitalizes costs incurred during the application development stage. Costs incurred relating to upgrades and enhancements to the application are capitalized if it is determined that these upgrades or enhancements add additional functionality to the application. Development costs cease capitalization upon completion of all substantial testing when the software is substantially complete and ready for its intended use and are amortized on a straight-line basis over the estimated useful life, which is generally five years. Amortization of internal-use software begins when the software is ready for its intended use. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets.

 

If, after the development of internal-use software is completed, the Company decides to market the software, proceeds received from the license of the computer software, net of direct incremental costs of marketing, such as commissions, software reproduction costs, warranty and service obligations, and installation costs, shall be applied against the carrying amount of that software. As of June 30, 2023 and December 31, 2022, the Company applied nil  against carrying amount of capitalized software that was subsequently sold to customers as the software were fully amortized.

 

Land use rights

 

All land in the PRC is owned by the government. However, the government grants “land use rights.” This land use rights are for 40 years and expire in 2055. The Company amortizes the land use rights over the forty-year term of the land use rights on a straight-line basis. The carrying value of the land use rights was reduced by government grant received when the conditions stipulated under the grant were fulfilled. As a result of delay due to impact of COVID-19, the Company had fully impaired the remaining balance of land use right for the year ended December 31, 2022 as a result of further delays of the project related to aforementioned impairment in construction in progress. All of land use rights were owned by discontinued operation entities.

 

Impairment for long-lived assets

 

Long-lived assets, including property and equipment and intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. As of December 31, 2022, approximately $4.7 million of long-lived assets impairment were recognized including approximately $1.9 million of construction-in-progress, $0.3 million of land use rights due to continuing delay of construction as impacted by COVID -19. For the six months ended June 30, 2023, the Company recorded additional impairment on our intangible assets of $2.6 million. All of impairment for long-lived assets occurred in discontinued operation entities.

 

Business combination

 

The purchase price of an acquired company is allocated between tangible and intangible assets acquired and liabilities assumed from the acquired business based on their estimated fair values, with the residual of the purchase price recorded as goodwill. Transaction costs associated with business combinations are expensed as incurred and are included in general and administrative expenses in the Company’s consolidated statements of operations. The results of operations of the acquired business are included in the Company’s operating results from the date of acquisition.

 

Goodwill

 

Goodwill represents the excess of the consideration paid for an acquisition over the fair value of the net identifiable assets of the acquired subsidiaries at the date of acquisition. Goodwill is not amortized and is tested for impairment at least annually, more often when circumstances indicate impairment may have occurred. Goodwill is carried at cost less accumulated impairment losses. If impairment exists, goodwill is immediately written off to its fair value and the loss is recognized in the consolidated statements of operations and comprehensive loss. Impairment losses on goodwill are not reversed.

 

The Company reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine whether impairment may exist annually or more frequently if events and circumstances indicate that it is more likely than not that an impairment has occurred. The Company has the option to assess qualitative factors to determine whether it is necessary to perform further impairment testing in accordance with ASC 350-20, as amended by ASU 2017-04. If the Company believes, as a result of the qualitative assessment, that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, then the impairment test described below is required. The Company compares the fair values of each reporting unit to its carrying amount, including goodwill. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired. If the carrying amount of a reporting unit exceeds its fair value, impairment is recognized for the difference, limited to the amount of goodwill recognized for the reporting unit. Estimating fair value is performed by utilizing various valuation techniques, with the primary technique being a discounted cash flow.

 

Fair value measurement

 

The accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company.

 

The accounting standards define fair value, establish a three-level valuation hierarchy for disclosures of fair value measurement and enhance disclosure requirements for fair value measures. The three levels are defined as follow:

 

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 assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.
Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

 

Financial instruments included in current assets and current liabilities are reported in the consolidated balance sheets at face value or cost, which approximate fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rates of interest.

 

Government Grants

 

Government grants primarily consist of financial grants received from local governments for operating a business in their jurisdictions and compliance with specific policies promoted by the local governments. There are no defined rules and regulations to govern the criteria necessary for companies to receive such benefits, and the amount of financial subsidy is determined at the discretion of the relevant government authorities. Government grants of non-operating nature and with no further conditions to be met are recorded as non-operating income in “Other income, net” when received. The government grants are related to acquisition of assets. The grants are recorded as “deferred government grants” included in the accrued expenses and other current liabilities line item in the consolidated balance sheets when received. Once the Company fulfills the conditions stipulated under the grant, the grant amount is deducted from the carrying amount of the asset with a corresponding reduction in the deferred government grant balance.

 

Noncontrolling Interests

 

The Company’s noncontrolling interests represent the minority shareholders’ ownership interests related to the Company’s subsidiaries, including 0.05% for Infobird Anhui as of June 30, 2023 and December 31, 2022, 9.82% for Infobird Guiyang as of June 30, 2023 and December 31, 2022 and 49% for Shanghai Qishuo as of June 30, 2023 and December 31, 2022. The noncontrolling interests are presented in the unaudited interim condensed consolidated balance sheets, separately from equity attributable to the shareholders of the Company. Noncontrolling interests in the results of the Company’s operation are presented on the unaudited interim consolidated statements of operations and comprehensive loss as allocations of the total income or loss for the six months ended June 30, 2023 and 2022 between noncontrolling interests holders and the shareholders of the Company.

 

All of noncontrolling interests were from discontinued operation entities, which consist of the following:

 

          
  

For the six months ended

June 30,

  For the year ended
December 31,
   2023  2022
       
Infobird Guiyang  $(220,235)  $(225,387)
Infobird Anhui   (257)   (167)
Shanghai Qishuo   (132,700)   150,117 
Total  $(353,192)  $(75,437)

 

Revenue recognition

 

The Company recognized its revenue under Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (ASC 606). The Company recognizes revenue which represents the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. The Company identifies contractual performance obligations and determines whether revenue should be recognized at a point in time or over time, based on when control of goods and services are provided to customers.

 

The Company’s contracts with customers generally do not include a general right of return relative to the delivered products or services.

 

The Company applied practical expedient when sales taxes were collected from customers, meaning sales tax is recorded net of revenue, instead of cost of revenue, which are subsequently remitted to governmental authorities and are excluded from the transaction price.

 

Revenues are generated from (1) customized cloud-based services, (2) standard cloud-based services, (3) BPO services, (4) business integration solution services, and (5) professional services and other. All revenues collected for the six months ended June 30, 2023 and 2022 are from discontinued operation entities.

 

(1) Revenue from customized cloud-based services

 

The Company derives its customized cloud-based revenues from subscription services which are comprised of subscription fee from granting customers’ access to the customized SaaS, voice/data plan, which includes telecommunication usage such as telephone calls and messaging that our customers can subscribe for, and technical support. The provision of customized SaaS, voice/data plan and technical support is considered as one performance obligation as the services provided are not distinct within the context of the contract whereas the customer can only obtain benefit when the services are provided together. The Company uses monthly utilization records based on the number of user accounts subscribed for by customers, an output measure, to recognize revenue over time as there is simultaneous consumption and delivery of services.

 

(2) Revenue from standard cloud-based services

 

The Company also derives its standard cloud-based revenues from subscription services which are comprised of subscription fee from granting customers access to its software through the internet. The Company’s standard cloud-based solutions represent a series of services such as calling, voice recording and technical support. These services are made available to the customer continuously throughout the contractual period, however, the extent to which the customer uses the services may vary at the customers’ discretion. The standard cloud-based services are considered to have one single performance obligation. The Company uses monthly utilization records based on the number of user accounts subscribed for by customers, an output measure, to recognize revenue over time as there is simultaneous consumption and delivery of services.

 

The Company also enters into contracts with customers where the customers pay a fixed fee to access a fixed number of user accounts over the subscription period as specified in the contracts; therefore, the customers receive and consume the benefits of the cloud services throughout the subscription period so revenue is recognized ratably over the contractual subscription period that the services are delivered, beginning on the date the service is made available to the customers.

 

Contract performance periods generally are one year, and pursuant to the contracts, full payments are generally collected in advance, with payment to be made within three months after execution of the contract. Contracts generally do not contain significant financing components or variable consideration.

 

(3) Revenue from BPO services

 

The Company provides BPO services to operate the call centers for its customers. Customers using these services are not permitted to take possession of the Company’s software and the contract term is for a defined period, where customers pay a monthly service fee. These services are considered as one performance obligation as the customers do not obtain benefit for each separate service. Revenues are recognized over time over contractual period using the time elapsed output method as BPO services are provided.

 

Contract performance periods generally are one year, and pursuant to the contracts, full payments for several months of services are generally collected in advance. Contracts generally do not contain significant financing components or variable consideration.

 

(4) Business Integration Solution Services Revenue

 

Since 2020, the Company provides business integration solution services to its customers and expects to expand its customer base from such services and develop the customers to become subscribers to SaaS services with software upgrades and continued services once they become more familiar with the Company’s products. The services include sale of the Company’s software license or development of customized software to fit the customers’ needs and sales of hardware integrated with the Company’s software.

 

- Revenue from software development

 

The Company generates revenue from development and sale of software license including (1) standard software and (2) customized software developed per customers’ specifications. Contract terms from each software development contract generally do not contain significant financing components or variable consideration.

 

Standard software is developed and offered as standard cloud-based services. The Company sold the license for standard software because some customers show obvious preference of software licensing over software-as-a-service, for reasons such as concerns about the safety of cloud-based services and potential higher price of subscription in total compared with one-time on-premise fee. Therefore, as part of the Company’s sales and market strategy, it offers licenses for its standard software to allow the customers to first start utilizing its products in their daily operation and then aim to evolve them to become subscribers with its standard cloud-based services to enjoy benefits of software upgrades and continued services. Licenses for standard software provide the customer with a right to use the software. Standard software licenses are typically made available to customers with immediate access to the software. The Company recognizes revenue for these standard software licenses at the point in time when the customer has access and thus control over the software.

 

Customized software is software developed catering to the needs of specific customers who require initial customization or development of new solutions before subscription to our cloud-based services. For example, the Company has entered into a two-stage agreement to provide services to a municipal government agency to first develop an information technology system and customize and configure its cloud call center into the IT system, and then provide cloud-based services and charge subscription fees. Because the customized software the Company developed are to solve certain business pain points in a certain scenario within or across industries, once developed, it plans to further apply them in serving other customers that share similar needs and business models. The Company aims to replicate its initial customization and development and achieve economies of scale after it delivers its products to more customers within the same industry. Contract terms are generally less than one year. The design, development, and installation of the customized software is considered as one performance obligation as these promises are not separately identifiable as the customers do not obtain benefits from these services on their own. The Company’s software development service contracts are generally recognized at a point in time when the customer accepted the customized software with satisfactory testing result.

 

- Revenue from sales of hardware with software integration

 

The Company is responsible for providing hardware procurement, software design and implementation, installation and maintenance services in order to fulfill the contract. Design, integration and installation of hardware and software are considered as one performance obligation, as the customer does not benefit from each individual service on its own stand, but instead is benefited by the provision of these services as a whole. For contracts that the Company have no alternative use of the customized system without incurring significant additional costs and when the Company has right to payment for performance completed, the Company recognized revenue over time based on measurement of progress towards completion using output methods when it could appropriately measure the customization progress towards completion by reaching certain milestones specified in contracts. For other contracts that the Company is only entitled to payment after completion and inspection of project, revenue is recognized at a point in time after completion of software implementation and hardware installation, and the transfer of control to the customer.

 

Certain business integration solution services contracts also require the Company to provide post-contract services (“PCS”) which include maintenance and technical support. The provision of maintenance and technical support is considered one single performance obligation because maintenance and technical support are not distinct within the context of the contract. The Company is obligated to provide a single, continuous, integrated service throughout the contract term. As such, the Company allocates the contract price between revenue from business integration solution services and provision of PCS, using the expected cost plus margin approach. The expected cost plus margin approach requires the Company to forecast the expected costs of satisfying the performance obligation and then add a reasonable margin for that good or service. Revenue allocated to PCS is deferred and recognized on a straight-line basis over the estimated period PCS are expected to be provided. For the six months ended June 30, 2023 and 2022, nil  were allocated to PCS.

 

For contracts that involved third party service providers, the Company assesses if the Company controls the goods and services before they were transferred to the customer or if the Company’s responsibility is merely to facilitate the provision of goods and service to the customer. For products and goods that were directly shipped from the vendor to the customer and the vendor is responsible for providing services including installing, set up and warranty services after completion of the project, the Company records revenue from these contracts on a net basis when the services are provided and controlled by the third party service provider.

 

(5) Professional services and other revenues

 

The Company also generates revenue from data analysis services and other professional services where a separate contract is entered into with the customer when the customer needs the product or services.

 

The service revenue from data analysis service is recognized based on the service performed, an output measure, over the contractual period.

 

Other professional services consist primarily of technical consulting services. The Company recognizes revenue ratably over the contractual period as the customer simultaneously receives and consumes the benefits as the Company performs.

 

Contract performance periods generally range from month to month, completion of service to one year, and payment terms are generally prepaid to 30 days. Contracts generally do not contain significant financing components or variable consideration.

 

Contract balances

 

The Company records receivables related to revenue when it has an unconditional right to invoice and receive payment.

 

The Company invoices its customers for its services on a monthly basis. Deferred revenue consists primarily of customer billings made in advance of performance obligations being satisfied and revenue being recognized. The Company’s disaggregated revenue streams are summarized and disclosed in Note 14.

 

Cost of revenues

 

Cost of revenues consists primarily of personnel costs (including salaries, social insurance and benefits) for employees involved with the Company’s operations and product support; third party service fees including cloud and data usage, hosting fees and amortization and depreciation expenses associated with capitalized software, platform system and hardware. In addition, cost of revenues also includes cost of hardware, outsourcing contracted customer service representatives, customer surveys, contracted software development costs and allocated shared costs, primarily including facilities, information technology and security costs.

 

Warranty

 

The Company generally provides limited warranties for work performed under its business integration solution contracts. At the time a sale is recognized, the Company records estimated future warranty costs under ASC 460. Such estimated costs for warranties are estimated at completion and these warrants are not service warranties separately sold by the Company. Generally, the estimated claim rates of warranty are based on actual warranty experience or Company’s best estimate. As of June 30, 2023 and December 31, 2022, no accrued warranty liabilities were deemed necessary for both continuing and discontinued operations.

 

Advertising costs

 

Advertising costs amounted to nil and $214,793 for the six months ended June 30, 2023 and 2022, respectively. Advertising costs are expensed as incurred and included in selling expenses of discontinued operations.

 

Leases

 

The Company adopted FASB ASU 2016-02, “Leases” (Topic 842) for the year ended December 31, 2021, and elected the practical expedients that does not require the Company to 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 expired or existing leases. For lease terms of twelve months or fewer, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. The Company also adopted the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component. All of the lease occurred in discontinued operation entities.

 

Operating lease ROU assets and lease liabilities are recognized at the adoption date or the commencement date, whichever is earlier, based on the present value of lease payments over the lease term. Since the implicit rate for the Company’s leases is not readily determinable, the Company use its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment and over a similar term.

 

Lease terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease, as the Company does not have reasonable certainty at lease inception that these options will be exercised. The Company generally considers the economic life of its operating lease ROU assets to be comparable to the useful life of similar owned assets. The Company has elected the short-term lease exception, therefore operating lease ROU assets and liabilities do not include leases with a lease term of twelve months or less. Its leases generally do not provide a residual guarantee. The operating lease ROU asset also excludes lease incentives. Lease expense is recognized on a straight-line basis over the lease term.

 

The Company reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount of operating lease liabilities in any tested asset group and include the associated operating lease payments in the undiscounted future pre-tax cashflows.

 

Research and development

 

Research and development expenses include salaries and other compensation-related expenses to the Company’s research and product development personnel, as well as office rental, depreciation, amortization and related expenses for the Company’s research and product development team. The Company recognizes software development costs in accordance with ASC 350-40 “Software—internal use software”. The Company expenses all costs that are incurred in connection with the planning and implementation phases of development, and costs that are associated with maintenance of the existing websites or software for internal use. Certain costs associated with developing internal-use software are capitalized when such costs are incurred within the application development stage of software development.

 

The Company also follows the provisions of FASB ASC 985-20, Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed (“ASC 985-20”). ASC 985-20 requires that software development costs incurred in conjunction with product development be charged to research and development expense until technological feasibility is established using either the detail design approach or working model approach. Thereafter, until the product is released for sale, software development costs should be capitalized and reported at the lower of unamortized cost or net realizable value of the related product. For the six months ended June 30, 2023 and for the year ended December 31, 2022, no software costs were capitalized due to the short timing between technological feasibility and release of software.

 

Share-based Compensation

 

 The Company accounts for share-based compensation awards in accordance with FASB ASC Topic 718, “Compensation – Stock Compensation”, which requires that share-based payment transactions with employees be measured based on the grant-date fair value of the equity instrument issued and recognized as compensation expense over the requisite service period. The Company accounts for share-based compensation awards to non-employees in accordance with FASB ASC Topic 718 amended by ASU 2018-07. Under FASB ASC Topic 718, share-based compensation granted to non-employees has been determined as the fair value of the consideration received or the fair value of equity instrument issued, whichever is more reliably measured and is recognized as an expense as the goods or services are received.

 

Value added taxes

 

Revenue represents the invoiced value of service, net of value added tax (“VAT”). The VAT is based on gross sales price and VAT rates range up to 6%, depending on the type of service provided. Entities that are VAT general taxpayers are allowed to offset qualified input VAT paid to suppliers against their output VAT liabilities. Net VAT balance between input VAT and output VAT is recorded in tax payable. All of the VAT returns filed by the Company’s subsidiaries in China have been and remain subject to examination by the tax authorities for five years from the date of filing.

 

Income taxes

 

The Company accounts for current income taxes in accordance with the laws of the relevant tax authorities. The charge for taxation is based on the results for the fiscal year as adjusted for items which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

 

Deferred taxes are accounted for using the asset and liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the unaudited interim condensed consolidated financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. The Company presents deferred tax assets and liabilities as noncurrent in the balance sheet based on an analysis of each taxpaying component within a jurisdiction.

 

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. No penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. PRC tax returns filed in 2022 and 2021 are subject to examination by any applicable tax authorities.

 

Comprehensive loss

 

Comprehensive loss consists of two components, net loss and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains and losses that under GAAP are recorded as an element of equity but are excluded from net income. Other comprehensive income (loss) consists of a foreign currency translation adjustment resulting from the Company not using the U.S. dollar as its functional currencies.

 

Loss per share

 

The Company computes earnings (loss) per share (“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average ordinary shares outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of the potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. For the six months ended June 30, 2023 and 2022, there were no dilutive shares.

 

Warrants

 

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

 

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The Company evaluated its warrants and determined the warrants are indexed to the Company’s own stock as the warrants do not contain any exercise contingencies, the warrants’ settlement amount equals the difference between the fair value of the Company’s common stock price and the warrant contract strike price and the only variables which could affect the settlement amount would be inputs to the fair value for a fixed-for-fixed option on equity shares. The Company also analyzed ASC 815-40-25 to determine whether the warrant contracts should be classified in stockholders’ equity in the Company’s statements of financial condition and concluded that the warrant contracts meet all of the criteria for classification as equity as the Company is not require to net settle. Based on this analysis, the Company determined the warrant contracts should be classified as equity.

 

Employee benefits

 

The full-time employees of the Company are entitled to staff welfare benefits including medical care, housing fund, pension benefits, unemployment insurance and other welfare, which are PRC government mandated defined contribution plans. The Company is required to accrue for these benefits based on certain percentages of the employees’ respective salaries, subject to certain ceilings, in accordance with the relevant PRC regulations, and make cash contributions to the state-sponsored plans out of the amounts accrued. All expenses for the plans occurred in discontinued operation entities, which were $185,902 and $486,517 for the six months ended June 30, 2023 and 2022, respectively.

 

Statutory reserves

 

Pursuant to the laws applicable to the PRC, PRC entities must make appropriations from after-tax profit to the non-distributable “statutory surplus reserve fund”. Subject to certain cumulative limits, the “statutory surplus reserve fund” requires annual appropriations of 10% of after-tax profit until the aggregated appropriations reach 50% of the registered capital (as determined under accounting principles generally accepted in the PRC (“PRC GAAP”) at each year-end). If the Company has accumulated loss from prior periods, the Company is able to use the current period net income after tax to offset against the accumulate loss.

 

Segment reporting

 

ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for detailing the Company’s business segments.

 

Recently issued accounting pronouncements

 

In May 2019, the FASB issued ASU 2019-05, which is an update to ASU Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. The amendments in Update 2016-13 added Topic 326, Financial Instruments—Credit Losses, and made several consequential amendments to the Codification. Update 2016-13 also modified the accounting for available-for-sale debt securities, which must be individually assessed for credit losses when fair value is less than the amortized cost basis, in accordance with Subtopic 326-30, Financial Instruments— Credit Losses—Available-for-Sale Debt Securities. The amendments in this ASU address those stakeholders’ concerns by providing an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. For those entities, the targeted transition relief will increase comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets. Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments in Update 2016-13 while still providing financial statement users with decision-useful information. ASU 2019-05 is effective for the Company for annual and interim reporting periods beginning January 1, 2023 after FASB delayed the effective date for non-public companies with ASU 2019-10. The Company is currently evaluating the impact of this new standard on its unaudited interim condensed consolidated financial statements and related disclosures.

 

In May 2021, The FASB issued ASU 2021-04, “Earnings Per Share (Topic 260), Debt— Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40)”. The amendments in this Update provide the following guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic: (1) An entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as an exchange of the original instrument for a new instrument. (2) An entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as follows: a. For a modification or an exchange that is a part of or directly related to a modification or an exchange of an existing debt instrument or line-of-credit or revolving-debt arrangements (hereinafter, referred to as a “debt” or “debt instrument”), as the difference between the fair value of the modified or exchanged written call option and the fair value of that written call option immediately before it is modified or exchanged. Specifically, an entity should consider: a. An increase or a decrease in the fair value of the modified or exchanged written call option in applying the 10 percent cash flow test and/or calculating the fees between debtor and creditor in accordance with Subtopic 470-50, Debt—Modifications and Extinguishments. ii. An increase (but not a decrease) in the fair value of the modified or exchanged written call option in calculating the third-party costs in accordance with Subtopic 470-50. b. For all other modifications or exchanges, as the excess, if any, of the fair value of the modified or exchanged written call option over the fair value of that written call option immediately before it is modified or exchanged. c. An entity should recognize the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange on the basis of the substance of the transaction, in the same manner as if cash had been paid as consideration, as follows: a. A financing transaction to raise equity. The effect should be recognized as an equity issuance cost in accordance with the guidance in Topic 340, Other Assets and Deferred Costs. b. A financing transaction to raise or modify debt. The effect should be recognized as a cost in accordance with the guidance in Topic 470, Debt, and Topic 835, Interest. c. Other modifications or exchanges that are not related to financings or compensation for goods or services or other exchange 3 transactions within the scope of another Topic. The effect should be recognized as a dividend. For entities that present EPS in accordance with Topic 260, that dividend should be an adjustment to net income (or net loss) in the basic EPS calculation. An entity should recognize the effect of a modification or an exchange of a freestanding equity-classified written call option to compensate for goods or services in accordance with the guidance in Topic 718, Compensation—Stock Compensation. In a multiple-element transaction (for example, one that includes both debt financing and equity financing), the total effect of the modification should be allocated to the respective elements in the transaction. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Adoption of this new update did not materially impact the Company’s unaudited interim condensed consolidated financial statements and related disclosures after the Company’s evaluation.

 

Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s unaudited interim condensed consolidated balance sheets, statements of income and comprehensive income and statements of cash flows.

 

v3.23.3
Variable interest entity
6 Months Ended
Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Variable interest entity

Note 3 – Variable interest entity

 

On May 27, 2020, Infobird WFOE entered into the Contractual Arrangements with Infobird Beijing. The significant terms of these Contractual Arrangements are summarized in “Note 1 – Nature of business and organization” above. As a result, the Company classifies Infobird Beijing as a VIE which should be consolidated based on the structure as described in Note 1.

 

A VIE is an entity that has either a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support, or whose equity investors lack the characteristics of a controlling financial interest, such as through voting rights, right to receive the expected residual returns of the entity or obligation to absorb the expected losses of the entity. The variable interest holder, if any, that has a controlling financial interest in a VIE is deemed to be the primary beneficiary for accounting purposes and must consolidate the VIE. Infobird WFOE is deemed to have a controlling financial interest and be the primary beneficiary for accounting purposes of Infobird Beijing because it has both of the following characteristics:

 

(1) The power to direct activities at Infobird Beijing that most significantly impact such entity’s economic performance, and
   
(2) The right to receive benefits from Infobird Beijing that could potentially be significant to such entity.

 

Pursuant to the Contractual Arrangements, Infobird Beijing pays service fees equal to all of its net income to Infobird WFOE. The Contractual Arrangements are designed so that Infobird Beijing operates for the benefit of Infobird WFOE and ultimately, the Company.

 

Under the Contractual Arrangements, the Company has the power to direct activities of the VIEs and can have assets transferred out of the VIEs. Therefore, the Company considers that there is no asset in the VIEs that can be used only to settle obligations of the VIEs, except for registered capital and PRC statutory reserves, if any. As the VIEs are incorporated as limited liability companies under the Company Law of the PRC, creditors of the VIEs do not have recourse to the general credit of the Company for any of the liabilities of the VIEs.

 

Accordingly, the accounts of Infobird Beijing are consolidated in the accompanying unaudited interim condensed consolidated financial statements. In addition, its financial positions and results of operations are included in the Company’s unaudited interim condensed consolidated financial statements.

 

The carrying amount of the VIEs’ consolidated assets and liabilities are as follows:

 

               
    As of  
June 30, 2023
  As of
December 31, 2022
         
Current assets belong to discontinued operation   $ 1,124,900     $ 1,504,164  
Other assets belong to discontinued operation     7,744,428       9,008,407  
Total assets belong to discontinued operation     8,869,328       10,512,571  
Total liabilities belong to discontinued operation     (29,229,090 )     (27,769,551 )
Net deficits belong to discontinued operation   $ (20,359,762 )   $ (17,256,980 )

 

 

 

The summarized operating results of the VIEs are as follows:

 

      
   For the six months ended June 30, 2023  For the six months ended June 30, 2022
      
Net loss from discontinued operations  $(3,842,329)  $(6,440,381)

 

Include $537,098 and $485,351 intercompany research and development expense incurred from Infobird WFOE for the six months ended June 30, 2023 and 2022, respectively.

 

Include $503,525 and $312,494 intercompany revenue recognized from Infobird WFOE for the six months ended June 30, 2023 and 2022, respectively.

 

v3.23.3
Business combination
6 Months Ended
Jun. 30, 2023
Business Combination and Asset Acquisition [Abstract]  
Business combination

Note 4 — Business combination

 

Acquisition of Anhui Weiao:

 

On May 31, 2022, Infobird Anhui completed its 100% acquisition of Anhui Weiao, a PRC limited liability company for nil consideration. Anhui Weiao owned a VATS License with the business scope of “National Domestic Call Center Services”.

 

The Company’s acquisition of Anhui Weiao was accounted for as business combination in accordance with ASC 805. The Company then allocated the fair value of consideration of Anui Weiao based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date. The Company estimated the fair values of the assets acquired and liabilities assumed at the acquisition date in accordance with the Business Combination standard issued by the FASB with the valuation methodologies using level 3 inputs, except for other current assets and current liabilities were valued using the cost approach. 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 independent appraisers. Acquisition-related costs incurred for the acquisitions are not material and have been expensed as incurred in general and administrative expense. Both the consideration paid and fair value of net assets of Anhui Weiao was nil, thus no goodwill recognized for this acquisition.

 

The amounts of revenue and net loss that resulted from the acquisition and were included in the unaudited interim condensed consolidated statements of operations and comprehensive income (loss) during the six months ended June 30, 2023 and 2022 were $nil and $1,299 in net loss from discontinued operations, respectively.

 

v3.23.3
Discontinued Operations
6 Months Ended
Jun. 30, 2023
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations

Note 5 — Discontinued Operations

 

In August 2023, the Company discontinued its SaaS services in the Mainland of China. As a result, the result of operations for the Company’s Mainland SaaS services business are reported as discontinued operations under the guidance of ASC 205.

 

Reconciliation of the carrying amounts of major classes of assets and liabilitiies from discontinued operations in the consolidated balance sheets as of June 30, 2023 and December 31, 2022 is as follow:

 

Carrying amounts of major classes of assets included as part of discountinued operations of Infobird HK, Infobird WFOE, Infobird Beijing, Infobird Guiyang, Infobird Anhui, Shanghai Qishuo and Anhui Weiao:

 

          
   June 30,  December 31,
   2023  2022
       
CURRENT ASSETS:          
Cash  $555,523   $829,258 
Accounts receivable, net   356,330    402,309 
Other receivables, net   97,768    99,405 
Due from related parties   13,791    29,983 
Prepayments and other current assets   104,160    202,054 
Total current assets of discontinued operations   1,127,572    1,563,009 
           
OTHER ASSETS:          
Property and equipment, net   122,383    153,516 
Right-of-use assets   23,512    52,813 
Long-term deposits, net   16,687    18,993 
Intangible assets, net       2,556,761 
Goodwill       478,657 
Total other assets of discontinued operations   162,582    3,260,740 
           
Total assets of discontinued operations  $1,290,154   $4,823,749 

 

Carrying amounts of major classes of liabilities included as part of discountinued operations of Infobird HK, Infobird WFOE, Infobird Beijing, Infobird Guiyang, Infobird Anhui, Shanghai Qishuo and Anhui Weiao:

 

   June 30,  December 31,
   2023  2022
       
CURRENT LIABILITIES:          
Account payable  $3,126,502   $3,216,364 
Bank loans - current   550,169    3,548,242 
Othr payables and accrued liabilities   1,076,953    1,134,345 
Due to related parties   19,352    53,671 
Due to Infobird Cayman   17,632,181    14,013,927 
Deferred revenue   1,166,920    1,460,249 
Taxes payable   688,787    653,085 
Lease liabilities - current   19,375    39,861 
Total current liabilities of discontinued operations   24,280,239    24,119,744 
           
OTHER LIABILITIES:          
Bank loans - noncurrent       18,170 
Lease liablities - noncurrent       8,602 
Total other liabilities of discontinued operations       26,772 
           
Total liabilities of discontinued operations  $24,280,239   $24,146,516 

 

Reconciliation of the amounts of major classes of income and losses from discontinued operations in the consolidated statements of operations and comprehensive loss for the six months ended June 30, 2023 and 2022.

 

Schedule of income and losses from discontinued operations          
   For the Six Months Ended
   June 30,  June 30,
   2023  2022
       
REVENUES  $2,265,425   $2,579,749 
COST OF REVENUES   1,406,787    1,660,645 
           
GROSS PROFIT   858,638    919,104 
           
OPERATING EXPENSES:          
Selling   545,824    2,434,129 
General and administrative   909,818    2,901,160 
Research and development   695,294    2,392,063 
Long-live assets impairment   2,621,079     
Total operating expenses   4,772,015    7,727,352 
           
LOSS FROM OPERATIONS   (3,913,377)   (6,808,248)
           
OTHER INCOME (EXPENSE)          
Interest income   1,282    1,993 
Interest expense   (22,808)   (107,293)
Other (expense) income, net   (166,516)   (56,899)
Total other income (expense), net   (188,042)   (162,199)
           
LOSS BEFORE INCOME TAXES   (4,101,419)   (6,970,447)
           
PROVISION FOR (BENEFIT OF) INCOME TAXES       (38,125)
           
NET LOSS FROM DISCONTINUED OPERATIONS   (4,101,419)   (6,932,322)

 

v3.23.3
Short term investments
6 Months Ended
Jun. 30, 2023
Cash and Cash Equivalents [Abstract]  
Short term investments

Note 6 — Short term investments

 

Short term investments consist of the following:

 

                               
    Carrying Value at June 30, 2023   Fair Value Measurement at
June 30, 2023
        Level 1   Level 2   Level 3
Short term investments-continuing operations   $     $     $     $  

 

   Carrying Value at
December 31,
2022
  Fair Value Measurement at
December 31, 2022
      Level 1  Level 2  Level 3
Short term investments-continuing operations  $6,704,029   $   $   $6,704,029 

 

Short-term investments are investments in wealth management product with underlying in bonds offered by private entities and other equity and debt products. The investments can be redeemed upon three months’ notice and their carrying values approximate their fair values. Gain/(Loss) from short term investments for the six months ended June 30, 2023 and 2022 amounted to $84,634 and $(434,669), respectively. In June 2023, the Company sold the investment to a third party at the fair value of the date, and still not received the consideration, which included in “other receivables, net” in unaudited interim condensed consolidated balance sheets.

 

v3.23.3
Other receivables, net
6 Months Ended
Jun. 30, 2023
Receivables [Abstract]  
Other receivables, net

Note 7 – Other receivables, net

 

Other receivables, net consist of the following:

 

          
   As of
June 30, 2023
  As of
December 31, 2022
       
Receivables from sales of short-term investment  $6,788,622   $ 
Others   682,268    110,846 
Total other receivables  $7,470,890   $110,846 
Allowance for doubtful accounts   (11,225)   (11,801)
Total other receivables, net  $7,459,665   $99,045 
Less: other receivables, net - discontinued operations   (97,768)   (99,045)
Total other receivables, net - continuing operations  $7,361,897   $ 

 

v3.23.3
Related party balances and transactions
6 Months Ended
Jun. 30, 2023
Related Party Transactions [Abstract]  
Related party balances and transactions

Note 8 – Related party balances and transactions

 

Loan Guarantee – related party

 

The related parties provided loan guarantee for the outstanding balances on bank loans of discontinued operations of the following:

 

                        
Bank Name  Maturities  Interest rate  Collateral/Guarantee  As of June 30, 2022  As of
December 31, 2022
                
Bank of Beijing   March 2023    4.8% - 5.0%   Guarantee by Beijing SMEs Credit Re-guarantee Co., Ltd*  $   $2,899,728 
BOC Fullerton Bank   February 2024 (4)    8.5%   ***   67,484    121,634 
China Merchants Bank   March 2023 (5)    4.3%   Guarantee by Beijing Zhong Guan Chun Technology Finance Guarantee Co., **       434,959 
China Construction Bank   August 2023    4.1%   ****   68,953    74,523 
 Total                $136,437   $3,530,844 

 

* Beijing SMEs Credit Re-guarantee Co., Ltd is a financial services company and provides credit re-guarantee business and short-term capital operation to small and medium enterprises. In addition, Qing Tang, the spouse of Yimin Wu, the Company’s Chairman of the Board of Directors and Chief Executive Officer, has provided real estate property as collateral of approximately $3.1 million (RMB 20,000,000) with Beijing SMEs Credit Re-guarantee Co., Ltd to secure the guarantee with Bank of Beijing.

 

** Beijing Zhong Guan Chun Technology Finance Guarantee Co., Ltd is a financial services company and provides credit guarantee business and short-term capital operation to small business. Yimin Wu also provided a personal guarantee for the loan during the contract period.

 

*** Yimin Wu and Qing Tang provided personal guarantees for the loan during the contract period.

 

**** Qi Gu was the co-borrower for the loan during the contract period.

 

Balances with related parties for discontinued operations

 

Due from related parties

 

             
      June 30,  December 31,
      2023  2022
          
Ji Meng  Director of Purchase Department  $   $10,439 
Zuogang Luo  Vice President   13,791    19,544 
Total     $13,791   $29,983 

 

Due to related parties

 

      June 30,  December 31,
      2023  2022
          
Zhiguo Li  Director of Beijing Infobird   11,230    6,223 
Ji Meng  Director of Purchase Department   5,516     
Qi Gu  Shareholder of Shanghai Qishuo  $2,606   $3,030 
Yimin Wu  Director of the Borad and former CEO  $   $36,664 
Weimin Wu  Brother of Yimin Wu  $   $4,619 
Shengmin Wu  Director of Guiyang Infobird       3,135 
Total     $19,352   $53,671 

 

v3.23.3
Taxes
6 Months Ended
Jun. 30, 2023
Income Tax Disclosure [Abstract]  
Taxes

Note 9 – Taxes

 

Income tax

 

Cayman Islands

 

Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gain. Additionally, upon payments of dividends to the shareholders, no Cayman Islands withholding tax will be imposed.

 

Hong Kong

 

Infobird HK is incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. The applicable tax rate is 16.5% in Hong Kong. The Company did not make any provisions for Hong Kong profit tax as there were no assessable profits derived from or earned in Hong Kong since inception. Under Hong Kong tax law, Infobird HK is exempted from income tax on its foreign-derived income and there are no withholding taxes in Hong Kong on remittance of dividends.

 

PRC

 

Infobird WFOE, Infobird Beijing, Infobird Anhui, Infobird Guiyang and Shanghai Qishuo are governed by the income tax laws of the PRC and the income tax provision in respect to operations in the PRC is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respect thereof. Under the Enterprise Income Tax Laws of the PRC (the “EIT Laws”), domestic enterprises and Foreign Investment Enterprises (the “FIE”) are usually subject to a unified 25% enterprise income tax rate while preferential tax rates, tax holidays and even tax exemption may be granted on case-by-case basis. EIT grants preferential tax treatment to certain High and New Technology Enterprises (“HNTEs”). Under this preferential tax treatment, HNTEs are entitled to an income tax rate of 15%, subject to a requirement that they re-apply for HNTE status every three years. Infobird Beijing maintained the “high-tech enterprise” tax status which is validated until July 2023, which reduced its statutory income tax rate to 15%. Infobird Guiyang qualifies for 15% preferential income tax rate for enterprises whose core business is one of the industrial projects listed in the Catalogue of Encouraged Industries in western regions of China.

 

In addition, 75% of research and development expenses of Infobird Beijing, Infobird Anhui, Infobird Guiyang,and Qishuo are subject to additional deduction from pre-tax income while such deduction cannot exceed the total amount of pre-tax income.

 

Tax savings for the six months ended June 30, 2023 and 2022 amounted to both of nil, with the 10% preferential tax rate reduction and additional deduction of 75% of research and development expenses.

 

The Company’s basic and diluted loss per shares would have been lower by nil per share for both of the six months ended June 30, 2023 and 2022, without the preferential tax rate reduction and research and development expenses reduction.

 

Income tax benefit amounted to nil  for six months ended June 30, 2023, while income tax credit amounted to $38,125 for the six months ended June 30, 2022.

 

Significant components of the provision for income taxes are as follows:

 

          
  

For the six months ended

June 30, 2023

  For the six months ended June 30, 2022
       
Current  $   $ 
Deferred       (38,125)
Total benefit of income tax       (38,125)
Less: benefit of income taxes - discontinued operations       (38,125)
Total benefit of income taxes - continuing operations  $   $

 

Deferred tax assets and liabilities – China

 

 

Significant components of deferred tax assets and liabilities were as follows:

 

               
    As of
June 30,
  As of
December 31,
Deferred tax assets:   2023   2022
         
Allowance for doubtful account   $ 735,633     $ 789,151  
Net operating loss carryforward     3,280,567       3,098,352  
Long-lived assets impairment     657,146       696,256  
Deferred tax assets     4,673,346       4,583,759  
Deferred tax liabilities:                
Recognition of intangible assets arising from business combinations           (17,444 )
Capitalized development costs     (502,734 )     (544,982 )
Change in valuation allowance     (4,170,612 )     (4,021,333 )
Deferred tax assets(liabilities), net   $     $  

  

The Company had net operating loss (NOL) carryforward of approximately $22.0 million and $21.7 million from the Company’s PRC and Hong Kong subsidiaries as of June 30, 2023 and December 31, 2022, respectively. In addition, the Company had approximately $5.4 million and $5.8 million of allowance for doubtful accounts held at its PRC subsidiaries as of June 30, 2023 and December 31, 2022, respectively. As the Company believes it is more likely than not that its PRC and Hong Kong operations will not be able to fully utilize its deferred tax assets related to the net operating loss carryforwards in the PRC and Hong Kong, and allowance for doubtful accounts in the PRC, the Company provided 100% allowance on deferred tax assets net of deferred tax liabilities of approximately $4.2 million and $4.0 million related to PRC and Hong Kong subsidiaries as of June 30, 2023 and December 31,2022.

 

The Company recognized deferred tax liabilities related to the excess of the intangible assets reporting basis over its income tax basis as a result of capitalized development costs. The deferred tax liabilities will reverse as the intangible assets are amortized for financial statement reporting purposes.

 

Uncertain tax positions

 

The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. As of June 30, 2023 and December 31, 2022, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incur interest and penalties tax for the six months ended June 30, 2023 and 2022. The Company does not anticipate any significant increases or decreases in unrecognized tax benefits in the next twelve (12) months from June 30, 2023.

 

Value added tax

 

All of the Company’s service revenues that are earned and received in the PRC are subject to a Chinese VAT at a rate of 6% of the gross proceeds or at a rate approved by the Chinese local government.

 

Taxes payable consisted of the following:

 

               
    As of
June 30, 2022
  As of
December 31, 2022
         
VAT taxes payable   $ 504,715     $ 457,395  
Income taxes payable     179,224       188,425  
Other taxes payable     4,848       7,265  
Total taxes payable   $ 688,787     $ 653,085  
Less: taxes payable - discontinued operations     688,787       653,085  
Taxes payable - continuing operations   $     $  

  

v3.23.3
Concentration of risk
6 Months Ended
Jun. 30, 2023
Risks and Uncertainties [Abstract]  
Concentration of risk

Note 10 – Concentration of risk

 

Credit risk

 

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash in bank. As of June 30, 2023 and December 31, 2022, $554,999 and $829,258 were deposited with financial institutions located in the PRC, respectively. Deposit insurance system in China only insured each depositor at one bank for a maximum of approximately $69,000 (RMB 500,000). As of June 30, 2023 and December 31, 2022, $290,596 and $372,549 are over the China deposit insurance limit which is not covered by insurance, respectively. The Hong Kong Deposit Protection Board pays compensation up to a limit of HKD 500,000 (approximately USD 64,000) if the bank with which an individual/a company hold its eligible deposit fails. As of June 30, 2023 and December 31, 2022, cash balance of $3,390 and $209,561 was maintained at financial institutions in Hong Kong, of which none was subject to credit risk, respectively.

 

The Company is also exposed to risk from its accounts receivable and other receivables. These assets are subjected to credit evaluations. An allowance has been made for estimated unrecoverable amounts which have been determined by reference to past default experience and the current economic environment.

 

A majority of the Company’s expense transactions are denominated in RMB and a significant portion of the Company and its subsidiaries’ assets and liabilities are denominated in RMB. RMB is not freely convertible into foreign currencies. In the PRC, certain foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China (“PBOC”). Remittances in currencies other than RMB by the Company in China must be processed through the PBOC or other China foreign exchange regulatory bodies which require certain supporting documentation in order to affect the remittance.

 

The Company’s functional currency is the RMB, and its financial statements are presented in U.S. dollars. The RMB depreciated by 5.1% from December 31, 2022 to June 30, 2023. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the RMB and the U.S. dollar in the future. The change in the value of the RMB relative to the U.S. dollar may affect the Company’s financial results reported in the U.S. dollar terms without giving effect to any underlying changes in its business or results of operations. Currently, the Company’s assets, liabilities, revenues and costs are denominated in RMB.

 

To the extent that the Company needs to convert U.S. dollars into RMB for capital expenditures and working capital and other business purposes, appreciation of RMB against U.S. dollar would have an adverse effect on the RMB amount the Company would receive from the conversion. Conversely, if the Company decides to convert RMB into U.S. dollar for the purpose of making payments for dividends, strategic acquisition or investments or other business purposes, appreciation of U.S. dollar against RMB would have a negative effect on the U.S. dollar amount available to the Company.

 

Customer concentration risk

 

For the six month ended June 30, 2023, two customers accounted for 21.2% and 12.9% of the Company’s total revenues of discontinued operations, respectively. For the six month ended June 30, 2022, one customer accounted for 22.6% of the Company’s total revenues of discontinued operations.

 

As of June 30, 2023, three customers accounted for 46.6%, 24.3%, and 10.1% of the total balance of accounts receivable of discontinued operations, respectively. As of December 31, 2022, two customers accounted for 45.7% and 23.1% of the total balance of accounts receivable of discontinued operations, respectively.

 

Vendor concentration risk

 

For the six months ended June 30, 2023, two vendors accounted for 37.6% and 16.8% of the Company’s total purchases, respectively. For the six months ended June 30, 2022, one vendor accounted for 11.4% of the Company’s total purchases of discontinued operations ..

 

As of June 30, 2023, two vendors accounted for 65.0% and 19.8% of the total balance of accounts payable, respectively. As of December 31, 2022, two vendors accounted for 66.4% and 20.3% of the total balance of accounts payable of discontinued operations, respectively.

 

v3.23.3
Equity
6 Months Ended
Jun. 30, 2023
Equity [Abstract]  
Equity

Note 11 – Equity

 

Ordinary shares

 

Infobird Cayman was established under the laws of the Cayman Islands on March 26, 2020.

 

On April 22, 2021, the Company completed its initial public offering (“IPO”) of 6,250,000 ordinary shares, par value $0.001 per share, and on June 8, 2021, issued 125,000 ordinary shares pursuant to the underwriter’s partial exercise of its over-allotment option in connection with the IPO, at a public offering price of $4.00 per share, which resulted in net proceeds to the Company of approximately $20.8 million after deducting underwriting discounts and commissions and other expenses.

 

During the year ended December 31, 2021, the Company granted 70,000 ordinary shares to two consulting firms based on grant date fair value of $150,600 to be amortized over stated services period.

 

On September 9, 2022, the Company effected the 1-for-5 Share Consolidation of its ordinary shares pursuant to the Company’s second amended and restated memorandum and articles of association. The Company has retroactively restated all share and per share data for all of the periods presented pursuant to ASC 260 to reflect the Share Consolidation. Prior to September 9, 2022, the authorized number of ordinary shares was 50,000,000 (pre-Share Consolidation) ordinary shares with a par value of $0.001 (pre-Share Consolidation) per ordinary share, and 19,000,000 (pre-Share Consolidation) ordinary shares were issued on March 26, 2020.

 

Upon execution of 1-for-5 Share Consolidation in 2022, the Company recognized additional 4,315 shares of ordinary share due to round up.

 

On September 29, 2022, the Company has entered into a Securities Purchase Agreement (the “Agreement 1”) with a purchaser. Pursuant to the Agreement 1, the Company agreed to sell to this purchaser 500,000 shares of common stock for a consideration of $277,500. On September 29, 2022, the Company issued 500,000 shares to this purchaser.

 

On October 8, 2022, the Company has entered into a Securities Purchase Agreement (the “Agreement 2”) with a purchaser. Pursuant to the Agreement 2, the Company agreed to sell to this purchaser 500,000 shares of common stock for a consideration of $287,500. On October 8, 2022, the Company issued 500,000 shares to this purchaser.

 

On November 9, 2022, the Company has entered into a Securities Purchase Agreement (the “Agreement 3”) with a purchaser. Pursuant to the Agreement 3, the Company agreed to sell to this purchaser 500,000 shares of common stock for a consideration of $202,500. On November 9, 2022, the Company issued 500,000 shares to this purchaser.

 

On December 23, 2022, we issued the convertible notes (the “2022 CB”) in the aggregate principal amount of US$6.25 million pursuant to the convertible note purchase agreement dated November 25, 2022, under which the holder of the 2022 CB (the “2022 CB Holder”) may subscribe at eighty percent of the face value up to US$12.5 million in aggregate principal amount of our two-year convertible notes. On the same date of the 2022 CB issuance, the 2022 CB Holder elected to convert the 2022 CB at the conversion price of US$0.5, representing the floor price of the conversion price, resulting in the issuance of 12.5 million ordinary shares.

 

On February 28, 2023, the Company issued 3,846,000 units (each, a “Unit”) at a per Unit price of $1.30. Each Unit comprises: (1) one ordinary share, and (2) 0.65 of a warrant to purchase one ordinary share. In a concurrent private placement we also sold unregistered warrant to purchase 2,884,500 ordinary shares. The net proceeds of this offering was $4,522,314. On February 28, 2023, the Company issued 3,846,000 ordinary shares.

 

Upon execution of 1-for-5 Share Consolidation in May 2023, the Company recognized additional 12,321 shares of ordinary share due to round up.

 

On May 31, 2023, the Company issued 499,980 shares of ordinary shares for the exercise of the warrants issued on February 28, 2023.

 

As of June 30, 2023 and December 31, 2022, the Company had 1,000,000,000 authorized ordinary shares, par value $0.025 per share, of which 5,100,164 and 3,818,663 were issued and outstanding, respectively, which were retroactively restated to reflect 1-for-5 share consolidation effective on September 9, 2022 and 1-for-5 share consolidation effective on May 15, 2023.

 

Warrants

 

In connection with the IPO, on April 22, 2021, the Company issued warrants to purchase 125,000 ordinary shares at $20.00 per share, are exercisable upon issuance and will expire on March 31, 2026 which is five years from the effective of the registration statement. As of June 30, 2023, the Company had warrants to purchase 125,000 ordinary shares outstanding with an exercise price of $20.00 per share and remaining lives of 2.75 years.

 

The Company’s outstanding warrants are classified as equity since they qualify for exception from derivative accounting as they are considered to be indexed to the Company’s own stock and require net share settlement. The fair value of the warrants of approximately $1.3 million is valued based on the Black-Scholes-Merton model and is recorded as additional paid-in capital from common stock based on the relative fair value of net proceeds received using the following assumptions:

 

       
Annual dividend yield      
Expected life (years)     5.0  
Risk-free interest rate     0.92 %
Expected volatility     95.15 %

  

Following is a summary of the status of warrants outstanding and exercisable as of June 30, 2023:

 

                 
    Warrants   Weighted
Average
Exercise
Price
Warrants outstanding, as of December 31, 2021       125,000     $ 20.0  
 Issued              
 Exercised              
 Expired              
Warrants outstanding, as of December 31, 2022       125,000       20.0  
               
Warrants outstanding, as of June 30, 2023 (unaudited)       125,000     $ 20.0  
                   
Warrants exercisable, as of June 30, 2023 (unaudited)       125,000     $ 20.0  

  

Share-based compensation

 

During the year ended December 31, 2021, the Company granted 70,000 ordinary shares to two consulting firms based on grant date fair value of $150,600 to be amortized over the services period. For the six months ended June 30, 2023 and 2022, share based compensation expense was amounted to nil  and $10,134, respectively. As of June 30, 2023, the share-based compensations had been fully amortized by the Company.

 

Restricted assets

 

The Company’s ability to pay dividends is primarily dependent on the Company receiving distributions of funds from its subsidiaries. Relevant PRC statutory laws and regulations permit payments of dividends by Infobird WFOE, Infobird Beijing, Infobird Anhui, Infobird Guiyang and Qishuo (collectively “Infobird PRC entities”) only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. The results of operations reflected in the accompanying unaudited interim condensed consolidated financial statements prepared in accordance with U.S. GAAP differ from those reflected in the statutory financial statements of Infobird PRC entities.

 

Infobird PRC entities are required to set aside at least 10% of their after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital. In addition, Infobird PRC entities may allocate a portion of its after-tax profits based on PRC accounting standards to enterprise expansion fund and staff bonus and welfare fund at its discretion. Infobird PRC entities may allocate a portion of its after-tax profits based on PRC accounting standards to a discretionary surplus fund at its discretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends. Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by the banks designated by State Administration of Foreign Exchange.

 

As a result of the foregoing restrictions, Infobird PRC entities are restricted in their ability to transfer their assets to the Company. Foreign exchange and other regulation in the PRC may further restrict Infobird PRC entities from transferring funds to the Company in the form of dividends, loans and advances. As of June 30, 2023 and December 31, 2022, amounts restricted are the paid-in-capital, registered capital and statutory reserves of Infobird PRC entities, which amounted to approximately $19.8 million and $19.3 million, respectively.

 

Statutory reserves

 

As of June 30, 2023 and December 31, 2022, The Company’s PRC entities collectively attributed $449,136 of retained earnings for the statutory reserves.

 

v3.23.3
Lease
6 Months Ended
Jun. 30, 2023
Leases [Abstract]  
Lease

Note 12 – Lease

 

The Company determines if a contract contains a lease at inception. US GAAP requires that the Company’s leases be evaluated and classified as operating or finance leases for financial reporting purposes. The classification evaluation begins at the commencement date and the lease term used in the evaluation includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain and failure to exercise such option which result in an economic penalty. All of the Company’s real estate leases are classified as operating leases. The leases generally do not contain options to extend at the time of expiration and the weighted average remaining lease terms are 0.4 years.

 

The Company entered into various non-cancellable operating lease agreements for offices and employee dormitories as of June 30, 2023. Upon adoption of FASB ASU 2016-02, the Company recognized approximately $0.0 million right of use (“ROU”) assets and same amount of lease liabilities based on the present value of the future minimum rental payments of leases, using a discount rate of 4.8% based on duration of lease terms. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company’s lease liabilities under the remaining operating leases as of June 30, 2023 for the next five years is as follows:

 

       
    June 30,
2024     19,752  
Total undiscounted lease payments   $ 19,752  
 Less imputed interest     (377 )
Total lease liabilities   $ 19,375  
Less: total lease liabilities - discontinued operations     (19,375 )
Total lease liabilities - continuing operations   $  

  


Rent expense accounted in loss from discontinued operations for the six months ended June 30, 2023 and 2022 was $59,487 and $122,503, respectively.

 

v3.23.3
Commitments and contingencies
6 Months Ended
Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
Commitments and contingencies

Note 13 – Commitments and contingencies

 

Legal

 

From time to time, the Company is party to certain legal proceedings, as well as certain asserted and un-asserted claims. Amounts accrued, as well as the total amount of reasonably possible losses with respect to such matters, individually and in the aggregate, are not deemed to be material to the unaudited interim condensed consolidated financial statements.

 

Variable interest entity structure

 

In the opinion of management, (i) the corporate structure of the Company is in compliance with existing PRC laws and regulations; (ii) the Contractual Arrangements are valid and binding, and do not result in any violation of PRC laws or regulations currently in effect; and (iii) the business operations of Infobird WFOE and the VIEs are in compliance with existing PRC laws and regulations in all material respects.

 

However, there are substantial uncertainties regarding the interpretation and application of current and future PRC laws and regulations. Accordingly, the Company cannot be assured that PRC regulatory authorities will not ultimately take a contrary view to the foregoing opinion of its management. If the current corporate structure of the Company or the Contractual Arrangements is found to be in violation of any existing or future PRC laws and regulations, the Company may be required to restructure its corporate structure and operations in the PRC to comply with changing and new PRC laws and regulations. In the opinion of management, the likelihood of loss in respect of the Company’s current corporate structure or the Contractual Arrangements is remote based on current facts and circumstances.

 

COVID-19

 

In March 2020, the World Health Organization declared COVID-19 a pandemic. The pandemic has resulted in quarantines, travel restrictions, and the temporary closure of stores and facilities in China and elsewhere. Given the rapidly expanding nature of the COVID-19 pandemic, and because substantially all of the Company’s business operations and workforce are concentrated in China, the Company’s business, results of operations, and financial condition have been adversely affected for the year ended December 31, 2022. The impact of COVID-19 on the macroeconomic outlook of China may still have adverse financial impacts for the Company for the remaining of 2023 and beyond and cannot be reasonably estimated at this time.

 

v3.23.3
Segment information and revenue analysis
6 Months Ended
Jun. 30, 2023
Segment Information And Revenue Analysis  
Segment information and revenue analysis

Note 14 – Segment information and revenue analysis

 

The Company follows ASC 280, Segment Reporting, which requires that companies disclose segment data based on how management makes decisions about allocating resources to each segment and evaluating their performances. The Company has one reporting segment. The Company’s chief operating decision maker has been identified as the chief executive officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Company and hence the Company has only one reportable segment. The Company does not distinguish between markets or segments for the purpose of internal reporting. The Company’s long-lived assets are substantially all located in the PRC and all of the Company’s revenues are derived from the PRC.

 

Disaggregated information of revenues by business lines are as follows*:

 

               
    For the six months ended
June 30, 2023
  For the six months ended
June 30, 2022
         
Standard cloud-based services   $ 754,323     $ 1,243,483  
Business process outsourcing services     938,137       1,046,074  
Business integration services     398,285       278,434  
Other revenues     174,680       11,758  
Total revenues   $ 2,265,425     $ 2,579,749  

  

* All of revenues were derived from discontinued operations for the six months ended June 30, 2023 and 2022.

 

v3.23.3
Subsequent Events
6 Months Ended
Jun. 30, 2023
Subsequent Events [Abstract]  
Subsequent Events

Note 15 – Subsequent Events

 

The Company evaluated all events and transactions that occurred after June 30, 2023 up through October 31, 2023, the date the Company issued these unaudited interim condensed consolidated financial statements.

 

On July 24, 2023, the Company entered into a securities purchase agreement (the “Agreement 1”) with certain accredited investors (the “Purchasers 1”), pursuant to which the Company agreed to sell to the Purchasers 1 an aggregate of 88,105,727 ordinary shares. The net proceeds from the transactions were $30,000,000, after deducting certain fees due to the placement agent and the Company’s transaction expenses, and will be used for working capital and general corporate purposes.

 

On August 3, 2023, the Company entered into a securities purchase agreement (the “Agreement 2”) with certain purchasers listed on the signature pages thereto (the “Purchasers 2”), in connection with the offer and sale (the “Offering”) of an aggregate of 44,117,648 ordinary shares of the Company. The net proceeds from the transactions were $15,000,000, after deducting certain fees due to the placement agent and the Company’s transaction expenses, and will be used for working capital and general corporate purposes.

 

On August 11, 2023, the Company entered into an equity transfer agreement (the “Agreement 3”) with CRservices Limited (the “Buyer”). Pursuant to the Agreement 3, the Company agreed to sell all the equity interest in Infobird HK (the “Subsidiary”), the wholly-owned subsidiary of the Company, to the Buyer for a total price of HK$10,000 (the “Disposition”). The Board of Directors approved the transaction contemplated by the Agreement 3. The Disposition closed on August 11, 2023, and represented the Company ceased to have any business operation in mainland China.

 

On Octorber 4, 2023, the Company issued $2,220,000 convertible note to a certain purchaser (the “Purchaser 4”). The net proceeds from the transactions were $2,220,000, which was received in advance, and accounted in advance from investor as of June 30, 2023. On the same day, all of the issued convertible note was converted into common shares.

 

v3.23.3
Summary of significant accounting policies (Policies)
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Basis of presentation

Basis of presentation

 

The accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the SEC, regarding financial reporting, and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operation results. Certain information and footnote disclosures normally included in financial statements prepared in conformity with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The results of operations are not necessarily indicative of results to be expected for any other interim period or for the full year. Accordingly, these statements should be read in conjunction with the Company’s audited financial statements as of and for the years ended December 31, 2022.

 

Principles of consolidation

Principles of consolidation

 

The unaudited interim condensed consolidated financial statements include the financial statements of the Company and its subsidiaries, which include the wholly-foreign owned enterprise and VIE over which the Company exercises control and, when applicable, entities for which the Company has a controlling financial interest or is the primary beneficiary for accounting purposes. Infobird WFOE is deemed to have a controlling financial interest and be the primary beneficiary for accounting purposes of Infobird Beijing because it has both of the following characteristics: (1) the power to direct activities at Infobird Beijing that most significantly impact such entity’s economic performance, and (2) the right to receive benefits from Infobird Beijing that could potentially be significant to such entity. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.

 

Use of estimates and assumptions

Use of estimates and assumptions

 

The preparation of unaudited interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the unaudited interim condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in the Company’s unaudited interim condensed consolidated financial statements include the useful lives of property and equipment and intangible assets, software development costs, impairment of long-lived assets, allowance for doubtful accounts, revenue recognition, share-based compensation, allowance for deferred tax assets and uncertain tax position. The inputs into the Company’s judgments and estimates consider the economic implications of COVID-19 on the Company’s critical and significant accounting estimates. Actual results could differ from these estimates.

 

Foreign currency translation and transaction

Foreign currency translation and transaction

 

The reporting currency of the Company is the U.S. dollar. The Company in China conducts its businesses in the local currency, Renminbi (RMB), as its functional currency. Assets and liabilities are translated at the noon buying rate in the City of New York for cable transfers of RMB as certified for customs purposes by the Federal Reserve Bank of New York at the end of the period. The statement of income accounts are translated at the average translation rates and the equity accounts are translated at historical rates. Translation adjustments resulting from this process are included in accumulated other comprehensive income (loss). Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.

 

Translation adjustments included in accumulated other comprehensive income (loss) amounted to $786,414 and $361,655 as of June 30, 2023 and December 31, 2022, respectively. The balance sheet amounts, with the exception of equity at June 30, 2023 and December 31, 2022 were translated at 7.2513 RMB and 6.8972 RMB, respectively. The equity accounts were stated at their historical rate. The average translation rates applied to statement of income accounts for the six months ended June 30, 2023 and 2022 were 6.9283 RMB and 6.4791 RMB to $1.00, respectively. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets.

 

Cash

Cash

 

Cash consists of cash on hand, demand deposits and time deposits placed with banks or other financial institutions and have original maturities of less than three (3) months.

 

Accounts receivable, net

Accounts receivable, net

 

Accounts receivable include trade accounts due from customers. Accounts are considered overdue after thirty (30) days from payment due date. In establishing the required allowance for doubtful accounts, management considers historical collection experience, aging of the receivables, the economic environment, industry trend analysis, and the credit history and financial conditions of the customers. Management reviews its receivables on a regular basis to determine if the bad debt allowance is adequate, and adjusts the allowance when necessary. Delinquent account balances are written off against allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. As of June 30, 2023 and December 31, 2022, allowance for doubtful accounts were $5,422,446 and $5,777,189, respectively. All of allowance for doubtful accounts were from discontinued operations and classified in the caption “current assets of discontinued operations” in the accompanying unaudited interim condensed consolidated balance sheets.

 

Other receivables, net

Other receivables, net

 

Other receivables primarily include advances to employees and other deposits. Management regularly reviews the aging of receivables and changes in payment trends and records allowances when management believes collection of amounts due are at risk. Accounts considered uncollectable are written off against allowances after exhaustive efforts at collection are made. As of June 30, 2023 and December 31, 2022, allowance for doubtful accounts were $11,225 and $11,801, respectively. All of allowance for doubtful accounts were from discontinued operations and classified in the caption “current assets of discontinued operations” in the accompanying unaudited interim condensed consolidated balance sheets.

 

Prepayments

Prepayments

 

Prepayments are cash deposited or advanced to suppliers for future service rendering. The amounts are refundable and bear no interest. For any advances to suppliers determined by management that such advances will not be in receipts or refundable, the Company will recognize an allowance account to reserve such balances. Management reviews its advances to suppliers on a regular basis to determine if the allowance is adequate, and adjusts the allowance when necessary. Delinquent account balances are written off against allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. Management continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary. As of June 30, 2023 and December 31, 2022, no allowance for the doubtful accounts were deemed necessary for both continuing and discontinued operations.

 

Short term investments

Short term investments

 

Short-term investments are investments in wealth management product with underlying in bonds offered by private entities and other equity products. The investments can be redeemed upon three months’ notice and their carrying values approximate their fair values. The gain (loss) from sale of any investments and fair value change are recognized in the statements of income and comprehensive income. Gain (loss) from short term investments for six months ended June 30, 2023 and 2022 amounted to $84,634 and $(434,669), respectively. All of gain (loss) from short term investments were from continuing operations.

 

Escrow

Escrow

 

In connection with the closing of the Company’s initial public offering in April 2021, $600,000 of the net proceeds received from the initial public offering was deposited in an escrow account, and the Company is restricted to withdraw for twenty-four months after the closing date of the initial public offering. As of June 30, 2023 and December 31, 2022, the balance of the escrow account related to IPO was nil and $96,932, respectively.

 

In connection with the Company’s convertible notes in December 2022, the net proceeds received from the convertible notes was deposited in an escrow account. As of June 30, 2023 and December 31, 2022, the balance of the escrow account related to convertible notes amounted to $6,800,000 and $4,800,000, respectively.

 

All of escrow account were from continuing operations.

 

Long-term deposits

Long-term deposits

 

Long-term deposits primarily included rental deposits, and deposits made by the Company to vendors to secure the service contract. The deposits are generally more than one year and the amounts are refundable and bear no interest. For any deposits determined by management that such deposit will not be in receipts or refundable, the Company will recognize an allowance account to reserve such balances. Management reviews the long- term deposits on a regular basis to determine if the allowance is adequate, and adjusts the allowance when necessary. Delinquent account balances are written off against allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. Management continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary. As of June 30, 2023 and December 31, 2022, no allowance for the doubtful accounts were deemed necessary for both continuing and discontinued operations.

 

Property and equipment, net

Property and equipment, net

 

Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows:

 

   
    Useful Life
Leasehold improvements   Shorter of the remaining lease
terms or estimated useful lives
Electronic devices   3-5 years
Office equipment, fixtures and furniture   3-5 years
Automobile   3-5 years
Computer and network equipment   3-5 years

 

The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the consolidated statements of income and comprehensive income. Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals and betterments, which are expected to extend the useful life of assets, are capitalized. The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives.

 

Construction-in-progress represents contractor and labor costs, design fees and inspection fees in connection with the construction of the Company’s building for a cloud computing facility in Guiyang, China, which collected in discontinued operations. As a result of further delays of the project related to local governments’ limitation of economic activities in response to the resurgence of COVID-19 variants, the Company recorded full impairment of its construction in progress for the year ended December 31, 2021.

 

Intangible assets

Intangible assets

 

The Company’s intangible assets with definite useful lives primarily consist of licensed software, capitalized development costs, platform system, and land-use rights. The Company amortizes its intangible assets with definite useful lives over their estimated useful lives and reviews these assets for impairment. The Company typically amortizes its intangible assets with definite useful lives on a straight-line basis over the shorter of the contractual terms or the estimated useful lives.

 

Intangible assets are stated at cost less accumulated amortization. Amortization is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows:

 

Capitalized development costs

 

The Company follows the provisions of ASC 350-40, “Internal Use Software”, to capitalize certain direct development costs associated with internal-used software. ASC 350-40 provides guidance on capitalization of the costs incurred for computer software developed or obtained for internal use. The Company expenses all costs incurred during the preliminary project stage of its development, and capitalizes costs incurred during the application development stage. Costs incurred relating to upgrades and enhancements to the application are capitalized if it is determined that these upgrades or enhancements add additional functionality to the application. Development costs cease capitalization upon completion of all substantial testing when the software is substantially complete and ready for its intended use and are amortized on a straight-line basis over the estimated useful life, which is generally five years. Amortization of internal-use software begins when the software is ready for its intended use. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets.

 

If, after the development of internal-use software is completed, the Company decides to market the software, proceeds received from the license of the computer software, net of direct incremental costs of marketing, such as commissions, software reproduction costs, warranty and service obligations, and installation costs, shall be applied against the carrying amount of that software. As of June 30, 2023 and December 31, 2022, the Company applied nil  against carrying amount of capitalized software that was subsequently sold to customers as the software were fully amortized.

 

Land use rights

 

All land in the PRC is owned by the government. However, the government grants “land use rights.” This land use rights are for 40 years and expire in 2055. The Company amortizes the land use rights over the forty-year term of the land use rights on a straight-line basis. The carrying value of the land use rights was reduced by government grant received when the conditions stipulated under the grant were fulfilled. As a result of delay due to impact of COVID-19, the Company had fully impaired the remaining balance of land use right for the year ended December 31, 2022 as a result of further delays of the project related to aforementioned impairment in construction in progress. All of land use rights were owned by discontinued operation entities.

 

Impairment for long-lived assets

Impairment for long-lived assets

 

Long-lived assets, including property and equipment and intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. As of December 31, 2022, approximately $4.7 million of long-lived assets impairment were recognized including approximately $1.9 million of construction-in-progress, $0.3 million of land use rights due to continuing delay of construction as impacted by COVID -19. For the six months ended June 30, 2023, the Company recorded additional impairment on our intangible assets of $2.6 million. All of impairment for long-lived assets occurred in discontinued operation entities.

 

Business combination

Business combination

 

The purchase price of an acquired company is allocated between tangible and intangible assets acquired and liabilities assumed from the acquired business based on their estimated fair values, with the residual of the purchase price recorded as goodwill. Transaction costs associated with business combinations are expensed as incurred and are included in general and administrative expenses in the Company’s consolidated statements of operations. The results of operations of the acquired business are included in the Company’s operating results from the date of acquisition.

 

Goodwill

Goodwill

 

Goodwill represents the excess of the consideration paid for an acquisition over the fair value of the net identifiable assets of the acquired subsidiaries at the date of acquisition. Goodwill is not amortized and is tested for impairment at least annually, more often when circumstances indicate impairment may have occurred. Goodwill is carried at cost less accumulated impairment losses. If impairment exists, goodwill is immediately written off to its fair value and the loss is recognized in the consolidated statements of operations and comprehensive loss. Impairment losses on goodwill are not reversed.

 

The Company reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine whether impairment may exist annually or more frequently if events and circumstances indicate that it is more likely than not that an impairment has occurred. The Company has the option to assess qualitative factors to determine whether it is necessary to perform further impairment testing in accordance with ASC 350-20, as amended by ASU 2017-04. If the Company believes, as a result of the qualitative assessment, that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, then the impairment test described below is required. The Company compares the fair values of each reporting unit to its carrying amount, including goodwill. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired. If the carrying amount of a reporting unit exceeds its fair value, impairment is recognized for the difference, limited to the amount of goodwill recognized for the reporting unit. Estimating fair value is performed by utilizing various valuation techniques, with the primary technique being a discounted cash flow.

 

Fair value measurement

Fair value measurement

 

The accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company.

 

The accounting standards define fair value, establish a three-level valuation hierarchy for disclosures of fair value measurement and enhance disclosure requirements for fair value measures. The three levels are defined as follow:

 

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 assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.
Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

 

Financial instruments included in current assets and current liabilities are reported in the consolidated balance sheets at face value or cost, which approximate fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rates of interest.

 

Government Grants

Government Grants

 

Government grants primarily consist of financial grants received from local governments for operating a business in their jurisdictions and compliance with specific policies promoted by the local governments. There are no defined rules and regulations to govern the criteria necessary for companies to receive such benefits, and the amount of financial subsidy is determined at the discretion of the relevant government authorities. Government grants of non-operating nature and with no further conditions to be met are recorded as non-operating income in “Other income, net” when received. The government grants are related to acquisition of assets. The grants are recorded as “deferred government grants” included in the accrued expenses and other current liabilities line item in the consolidated balance sheets when received. Once the Company fulfills the conditions stipulated under the grant, the grant amount is deducted from the carrying amount of the asset with a corresponding reduction in the deferred government grant balance.

 

Noncontrolling Interests

Noncontrolling Interests

 

The Company’s noncontrolling interests represent the minority shareholders’ ownership interests related to the Company’s subsidiaries, including 0.05% for Infobird Anhui as of June 30, 2023 and December 31, 2022, 9.82% for Infobird Guiyang as of June 30, 2023 and December 31, 2022 and 49% for Shanghai Qishuo as of June 30, 2023 and December 31, 2022. The noncontrolling interests are presented in the unaudited interim condensed consolidated balance sheets, separately from equity attributable to the shareholders of the Company. Noncontrolling interests in the results of the Company’s operation are presented on the unaudited interim consolidated statements of operations and comprehensive loss as allocations of the total income or loss for the six months ended June 30, 2023 and 2022 between noncontrolling interests holders and the shareholders of the Company.

 

All of noncontrolling interests were from discontinued operation entities, which consist of the following:

 

          
  

For the six months ended

June 30,

  For the year ended
December 31,
   2023  2022
       
Infobird Guiyang  $(220,235)  $(225,387)
Infobird Anhui   (257)   (167)
Shanghai Qishuo   (132,700)   150,117 
Total  $(353,192)  $(75,437)

 

Revenue recognition

Revenue recognition

 

The Company recognized its revenue under Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (ASC 606). The Company recognizes revenue which represents the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. The Company identifies contractual performance obligations and determines whether revenue should be recognized at a point in time or over time, based on when control of goods and services are provided to customers.

 

The Company’s contracts with customers generally do not include a general right of return relative to the delivered products or services.

 

The Company applied practical expedient when sales taxes were collected from customers, meaning sales tax is recorded net of revenue, instead of cost of revenue, which are subsequently remitted to governmental authorities and are excluded from the transaction price.

 

Revenues are generated from (1) customized cloud-based services, (2) standard cloud-based services, (3) BPO services, (4) business integration solution services, and (5) professional services and other. All revenues collected for the six months ended June 30, 2023 and 2022 are from discontinued operation entities.

 

(1) Revenue from customized cloud-based services

 

The Company derives its customized cloud-based revenues from subscription services which are comprised of subscription fee from granting customers’ access to the customized SaaS, voice/data plan, which includes telecommunication usage such as telephone calls and messaging that our customers can subscribe for, and technical support. The provision of customized SaaS, voice/data plan and technical support is considered as one performance obligation as the services provided are not distinct within the context of the contract whereas the customer can only obtain benefit when the services are provided together. The Company uses monthly utilization records based on the number of user accounts subscribed for by customers, an output measure, to recognize revenue over time as there is simultaneous consumption and delivery of services.

 

(2) Revenue from standard cloud-based services

 

The Company also derives its standard cloud-based revenues from subscription services which are comprised of subscription fee from granting customers access to its software through the internet. The Company’s standard cloud-based solutions represent a series of services such as calling, voice recording and technical support. These services are made available to the customer continuously throughout the contractual period, however, the extent to which the customer uses the services may vary at the customers’ discretion. The standard cloud-based services are considered to have one single performance obligation. The Company uses monthly utilization records based on the number of user accounts subscribed for by customers, an output measure, to recognize revenue over time as there is simultaneous consumption and delivery of services.

 

The Company also enters into contracts with customers where the customers pay a fixed fee to access a fixed number of user accounts over the subscription period as specified in the contracts; therefore, the customers receive and consume the benefits of the cloud services throughout the subscription period so revenue is recognized ratably over the contractual subscription period that the services are delivered, beginning on the date the service is made available to the customers.

 

Contract performance periods generally are one year, and pursuant to the contracts, full payments are generally collected in advance, with payment to be made within three months after execution of the contract. Contracts generally do not contain significant financing components or variable consideration.

 

(3) Revenue from BPO services

 

The Company provides BPO services to operate the call centers for its customers. Customers using these services are not permitted to take possession of the Company’s software and the contract term is for a defined period, where customers pay a monthly service fee. These services are considered as one performance obligation as the customers do not obtain benefit for each separate service. Revenues are recognized over time over contractual period using the time elapsed output method as BPO services are provided.

 

Contract performance periods generally are one year, and pursuant to the contracts, full payments for several months of services are generally collected in advance. Contracts generally do not contain significant financing components or variable consideration.

 

(4) Business Integration Solution Services Revenue

 

Since 2020, the Company provides business integration solution services to its customers and expects to expand its customer base from such services and develop the customers to become subscribers to SaaS services with software upgrades and continued services once they become more familiar with the Company’s products. The services include sale of the Company’s software license or development of customized software to fit the customers’ needs and sales of hardware integrated with the Company’s software.

 

- Revenue from software development

 

The Company generates revenue from development and sale of software license including (1) standard software and (2) customized software developed per customers’ specifications. Contract terms from each software development contract generally do not contain significant financing components or variable consideration.

 

Standard software is developed and offered as standard cloud-based services. The Company sold the license for standard software because some customers show obvious preference of software licensing over software-as-a-service, for reasons such as concerns about the safety of cloud-based services and potential higher price of subscription in total compared with one-time on-premise fee. Therefore, as part of the Company’s sales and market strategy, it offers licenses for its standard software to allow the customers to first start utilizing its products in their daily operation and then aim to evolve them to become subscribers with its standard cloud-based services to enjoy benefits of software upgrades and continued services. Licenses for standard software provide the customer with a right to use the software. Standard software licenses are typically made available to customers with immediate access to the software. The Company recognizes revenue for these standard software licenses at the point in time when the customer has access and thus control over the software.

 

Customized software is software developed catering to the needs of specific customers who require initial customization or development of new solutions before subscription to our cloud-based services. For example, the Company has entered into a two-stage agreement to provide services to a municipal government agency to first develop an information technology system and customize and configure its cloud call center into the IT system, and then provide cloud-based services and charge subscription fees. Because the customized software the Company developed are to solve certain business pain points in a certain scenario within or across industries, once developed, it plans to further apply them in serving other customers that share similar needs and business models. The Company aims to replicate its initial customization and development and achieve economies of scale after it delivers its products to more customers within the same industry. Contract terms are generally less than one year. The design, development, and installation of the customized software is considered as one performance obligation as these promises are not separately identifiable as the customers do not obtain benefits from these services on their own. The Company’s software development service contracts are generally recognized at a point in time when the customer accepted the customized software with satisfactory testing result.

 

- Revenue from sales of hardware with software integration

 

The Company is responsible for providing hardware procurement, software design and implementation, installation and maintenance services in order to fulfill the contract. Design, integration and installation of hardware and software are considered as one performance obligation, as the customer does not benefit from each individual service on its own stand, but instead is benefited by the provision of these services as a whole. For contracts that the Company have no alternative use of the customized system without incurring significant additional costs and when the Company has right to payment for performance completed, the Company recognized revenue over time based on measurement of progress towards completion using output methods when it could appropriately measure the customization progress towards completion by reaching certain milestones specified in contracts. For other contracts that the Company is only entitled to payment after completion and inspection of project, revenue is recognized at a point in time after completion of software implementation and hardware installation, and the transfer of control to the customer.

 

Certain business integration solution services contracts also require the Company to provide post-contract services (“PCS”) which include maintenance and technical support. The provision of maintenance and technical support is considered one single performance obligation because maintenance and technical support are not distinct within the context of the contract. The Company is obligated to provide a single, continuous, integrated service throughout the contract term. As such, the Company allocates the contract price between revenue from business integration solution services and provision of PCS, using the expected cost plus margin approach. The expected cost plus margin approach requires the Company to forecast the expected costs of satisfying the performance obligation and then add a reasonable margin for that good or service. Revenue allocated to PCS is deferred and recognized on a straight-line basis over the estimated period PCS are expected to be provided. For the six months ended June 30, 2023 and 2022, nil  were allocated to PCS.

 

For contracts that involved third party service providers, the Company assesses if the Company controls the goods and services before they were transferred to the customer or if the Company’s responsibility is merely to facilitate the provision of goods and service to the customer. For products and goods that were directly shipped from the vendor to the customer and the vendor is responsible for providing services including installing, set up and warranty services after completion of the project, the Company records revenue from these contracts on a net basis when the services are provided and controlled by the third party service provider.

 

(5) Professional services and other revenues

 

The Company also generates revenue from data analysis services and other professional services where a separate contract is entered into with the customer when the customer needs the product or services.

 

The service revenue from data analysis service is recognized based on the service performed, an output measure, over the contractual period.

 

Other professional services consist primarily of technical consulting services. The Company recognizes revenue ratably over the contractual period as the customer simultaneously receives and consumes the benefits as the Company performs.

 

Contract performance periods generally range from month to month, completion of service to one year, and payment terms are generally prepaid to 30 days. Contracts generally do not contain significant financing components or variable consideration.

 

Contract balances

 

The Company records receivables related to revenue when it has an unconditional right to invoice and receive payment.

 

The Company invoices its customers for its services on a monthly basis. Deferred revenue consists primarily of customer billings made in advance of performance obligations being satisfied and revenue being recognized. The Company’s disaggregated revenue streams are summarized and disclosed in Note 14.

 

Cost of revenues

Cost of revenues

 

Cost of revenues consists primarily of personnel costs (including salaries, social insurance and benefits) for employees involved with the Company’s operations and product support; third party service fees including cloud and data usage, hosting fees and amortization and depreciation expenses associated with capitalized software, platform system and hardware. In addition, cost of revenues also includes cost of hardware, outsourcing contracted customer service representatives, customer surveys, contracted software development costs and allocated shared costs, primarily including facilities, information technology and security costs.

 

Warranty

Warranty

 

The Company generally provides limited warranties for work performed under its business integration solution contracts. At the time a sale is recognized, the Company records estimated future warranty costs under ASC 460. Such estimated costs for warranties are estimated at completion and these warrants are not service warranties separately sold by the Company. Generally, the estimated claim rates of warranty are based on actual warranty experience or Company’s best estimate. As of June 30, 2023 and December 31, 2022, no accrued warranty liabilities were deemed necessary for both continuing and discontinued operations.

 

Advertising costs

Advertising costs

 

Advertising costs amounted to nil and $214,793 for the six months ended June 30, 2023 and 2022, respectively. Advertising costs are expensed as incurred and included in selling expenses of discontinued operations.

 

Leases

Leases

 

The Company adopted FASB ASU 2016-02, “Leases” (Topic 842) for the year ended December 31, 2021, and elected the practical expedients that does not require the Company to 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 expired or existing leases. For lease terms of twelve months or fewer, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. The Company also adopted the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component. All of the lease occurred in discontinued operation entities.

 

Operating lease ROU assets and lease liabilities are recognized at the adoption date or the commencement date, whichever is earlier, based on the present value of lease payments over the lease term. Since the implicit rate for the Company’s leases is not readily determinable, the Company use its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment and over a similar term.

 

Lease terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease, as the Company does not have reasonable certainty at lease inception that these options will be exercised. The Company generally considers the economic life of its operating lease ROU assets to be comparable to the useful life of similar owned assets. The Company has elected the short-term lease exception, therefore operating lease ROU assets and liabilities do not include leases with a lease term of twelve months or less. Its leases generally do not provide a residual guarantee. The operating lease ROU asset also excludes lease incentives. Lease expense is recognized on a straight-line basis over the lease term.

 

The Company reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount of operating lease liabilities in any tested asset group and include the associated operating lease payments in the undiscounted future pre-tax cashflows.

 

Research and development

Research and development

 

Research and development expenses include salaries and other compensation-related expenses to the Company’s research and product development personnel, as well as office rental, depreciation, amortization and related expenses for the Company’s research and product development team. The Company recognizes software development costs in accordance with ASC 350-40 “Software—internal use software”. The Company expenses all costs that are incurred in connection with the planning and implementation phases of development, and costs that are associated with maintenance of the existing websites or software for internal use. Certain costs associated with developing internal-use software are capitalized when such costs are incurred within the application development stage of software development.

 

The Company also follows the provisions of FASB ASC 985-20, Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed (“ASC 985-20”). ASC 985-20 requires that software development costs incurred in conjunction with product development be charged to research and development expense until technological feasibility is established using either the detail design approach or working model approach. Thereafter, until the product is released for sale, software development costs should be capitalized and reported at the lower of unamortized cost or net realizable value of the related product. For the six months ended June 30, 2023 and for the year ended December 31, 2022, no software costs were capitalized due to the short timing between technological feasibility and release of software.

 

Share-based Compensation

Share-based Compensation

 

 The Company accounts for share-based compensation awards in accordance with FASB ASC Topic 718, “Compensation – Stock Compensation”, which requires that share-based payment transactions with employees be measured based on the grant-date fair value of the equity instrument issued and recognized as compensation expense over the requisite service period. The Company accounts for share-based compensation awards to non-employees in accordance with FASB ASC Topic 718 amended by ASU 2018-07. Under FASB ASC Topic 718, share-based compensation granted to non-employees has been determined as the fair value of the consideration received or the fair value of equity instrument issued, whichever is more reliably measured and is recognized as an expense as the goods or services are received.

 

Value added taxes

Value added taxes

 

Revenue represents the invoiced value of service, net of value added tax (“VAT”). The VAT is based on gross sales price and VAT rates range up to 6%, depending on the type of service provided. Entities that are VAT general taxpayers are allowed to offset qualified input VAT paid to suppliers against their output VAT liabilities. Net VAT balance between input VAT and output VAT is recorded in tax payable. All of the VAT returns filed by the Company’s subsidiaries in China have been and remain subject to examination by the tax authorities for five years from the date of filing.

 

Income taxes

Income taxes

 

The Company accounts for current income taxes in accordance with the laws of the relevant tax authorities. The charge for taxation is based on the results for the fiscal year as adjusted for items which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

 

Deferred taxes are accounted for using the asset and liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the unaudited interim condensed consolidated financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. The Company presents deferred tax assets and liabilities as noncurrent in the balance sheet based on an analysis of each taxpaying component within a jurisdiction.

 

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. No penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. PRC tax returns filed in 2022 and 2021 are subject to examination by any applicable tax authorities.

 

Comprehensive loss

Comprehensive loss

 

Comprehensive loss consists of two components, net loss and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains and losses that under GAAP are recorded as an element of equity but are excluded from net income. Other comprehensive income (loss) consists of a foreign currency translation adjustment resulting from the Company not using the U.S. dollar as its functional currencies.

 

Loss per share

Loss per share

 

The Company computes earnings (loss) per share (“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average ordinary shares outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of the potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. For the six months ended June 30, 2023 and 2022, there were no dilutive shares.

 

Warrants

Warrants

 

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

 

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The Company evaluated its warrants and determined the warrants are indexed to the Company’s own stock as the warrants do not contain any exercise contingencies, the warrants’ settlement amount equals the difference between the fair value of the Company’s common stock price and the warrant contract strike price and the only variables which could affect the settlement amount would be inputs to the fair value for a fixed-for-fixed option on equity shares. The Company also analyzed ASC 815-40-25 to determine whether the warrant contracts should be classified in stockholders’ equity in the Company’s statements of financial condition and concluded that the warrant contracts meet all of the criteria for classification as equity as the Company is not require to net settle. Based on this analysis, the Company determined the warrant contracts should be classified as equity.

 

Employee benefits

Employee benefits

 

The full-time employees of the Company are entitled to staff welfare benefits including medical care, housing fund, pension benefits, unemployment insurance and other welfare, which are PRC government mandated defined contribution plans. The Company is required to accrue for these benefits based on certain percentages of the employees’ respective salaries, subject to certain ceilings, in accordance with the relevant PRC regulations, and make cash contributions to the state-sponsored plans out of the amounts accrued. All expenses for the plans occurred in discontinued operation entities, which were $185,902 and $486,517 for the six months ended June 30, 2023 and 2022, respectively.

 

Statutory reserves

Statutory reserves

 

Pursuant to the laws applicable to the PRC, PRC entities must make appropriations from after-tax profit to the non-distributable “statutory surplus reserve fund”. Subject to certain cumulative limits, the “statutory surplus reserve fund” requires annual appropriations of 10% of after-tax profit until the aggregated appropriations reach 50% of the registered capital (as determined under accounting principles generally accepted in the PRC (“PRC GAAP”) at each year-end). If the Company has accumulated loss from prior periods, the Company is able to use the current period net income after tax to offset against the accumulate loss.

 

Segment reporting

Segment reporting

 

ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for detailing the Company’s business segments.

 

Recently issued accounting pronouncements

Recently issued accounting pronouncements

 

In May 2019, the FASB issued ASU 2019-05, which is an update to ASU Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. The amendments in Update 2016-13 added Topic 326, Financial Instruments—Credit Losses, and made several consequential amendments to the Codification. Update 2016-13 also modified the accounting for available-for-sale debt securities, which must be individually assessed for credit losses when fair value is less than the amortized cost basis, in accordance with Subtopic 326-30, Financial Instruments— Credit Losses—Available-for-Sale Debt Securities. The amendments in this ASU address those stakeholders’ concerns by providing an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. For those entities, the targeted transition relief will increase comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets. Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments in Update 2016-13 while still providing financial statement users with decision-useful information. ASU 2019-05 is effective for the Company for annual and interim reporting periods beginning January 1, 2023 after FASB delayed the effective date for non-public companies with ASU 2019-10. The Company is currently evaluating the impact of this new standard on its unaudited interim condensed consolidated financial statements and related disclosures.

 

In May 2021, The FASB issued ASU 2021-04, “Earnings Per Share (Topic 260), Debt— Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40)”. The amendments in this Update provide the following guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic: (1) An entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as an exchange of the original instrument for a new instrument. (2) An entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as follows: a. For a modification or an exchange that is a part of or directly related to a modification or an exchange of an existing debt instrument or line-of-credit or revolving-debt arrangements (hereinafter, referred to as a “debt” or “debt instrument”), as the difference between the fair value of the modified or exchanged written call option and the fair value of that written call option immediately before it is modified or exchanged. Specifically, an entity should consider: a. An increase or a decrease in the fair value of the modified or exchanged written call option in applying the 10 percent cash flow test and/or calculating the fees between debtor and creditor in accordance with Subtopic 470-50, Debt—Modifications and Extinguishments. ii. An increase (but not a decrease) in the fair value of the modified or exchanged written call option in calculating the third-party costs in accordance with Subtopic 470-50. b. For all other modifications or exchanges, as the excess, if any, of the fair value of the modified or exchanged written call option over the fair value of that written call option immediately before it is modified or exchanged. c. An entity should recognize the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange on the basis of the substance of the transaction, in the same manner as if cash had been paid as consideration, as follows: a. A financing transaction to raise equity. The effect should be recognized as an equity issuance cost in accordance with the guidance in Topic 340, Other Assets and Deferred Costs. b. A financing transaction to raise or modify debt. The effect should be recognized as a cost in accordance with the guidance in Topic 470, Debt, and Topic 835, Interest. c. Other modifications or exchanges that are not related to financings or compensation for goods or services or other exchange 3 transactions within the scope of another Topic. The effect should be recognized as a dividend. For entities that present EPS in accordance with Topic 260, that dividend should be an adjustment to net income (or net loss) in the basic EPS calculation. An entity should recognize the effect of a modification or an exchange of a freestanding equity-classified written call option to compensate for goods or services in accordance with the guidance in Topic 718, Compensation—Stock Compensation. In a multiple-element transaction (for example, one that includes both debt financing and equity financing), the total effect of the modification should be allocated to the respective elements in the transaction. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Adoption of this new update did not materially impact the Company’s unaudited interim condensed consolidated financial statements and related disclosures after the Company’s evaluation.

 

Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s unaudited interim condensed consolidated balance sheets, statements of income and comprehensive income and statements of cash flows.

 

v3.23.3
Nature of business and organization (Tables)
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Schedule of consolidated financial statements
       
Name   Background   Ownership
Infobird
International Limited (“Infobird HK”)
  ● A Hong Kong company
● Incorporated on April 21, 2020
● A holding company
  100% owned by Infobird Cayman
Infobird Digital Technology (Beijing) Co., Ltd (“Infobird WFOE”)   ● A PRC limited liability company and deemed a wholly foreign
owned enterprise (“WFOE”)
● Incorporated on May 20, 2020
● Registered capital of $15,000,000 (RMB 106,392,000)
● A holding company
  100% owned by Infobird HK
Beijing Infobird Software Co., Ltd (“Infobird Beijing”)   ● A PRC limited liability company
● Incorporated on October 26, 2001
● Registered capital of $2,417,947 (RMB 16,624,597)
● Software developing that provides software as a service (SaaS)
  VIE of Infobird WFOE
Guiyang Infobird Cloud Computing Co., Ltd
(“Infobird Guiyang”)
  ● A PRC limited liability company
● Incorporated on October 17, 2013
● Registered capital of $1,777,645 (RMB 12,222,200)
● Software developing that provides software as a service (SaaS)
  90.18% owned by Infobird Beijing
Anhui Xinlijia E-commerce Co., Ltd (formerly known as Anhui Infobird Software Information Technology Co., Ltd) (“Infobird Anhui”)   ● A PRC limited liability company
● Incorporated on June 20, 2012
● Registered capital of $1,454,440 (RMB 10,000,000)
● Software developing that provides software as a service (SaaS)
  99.95% owned by Infobird Beijing
Shanghai Qishuo Technology Inc. (“Shanghai Qishuo”)   ● A PRC limited liability company
● Incorporated on April 10, 2014
● Registered capital of $156,922 (RMB 1,000,000)
● Software developing that provides software as a service (SaaS)
  51% owned by Infobird Beijing
Hefei Weiao Information Technology Co., Ltd (“Anhui Weiao”)   ● A PRC limited liability company
● Incorporated on May 25, 2018
● Registered capital of $1,439,325 (RMB 10,000,000)
● Software developing that provides software as a service (SaaS)
  100% owned by Infobird Anhui
v3.23.3
Summary of significant accounting policies (Tables)
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Schedule of property and equipment useful lives
   
    Useful Life
Leasehold improvements   Shorter of the remaining lease
terms or estimated useful lives
Electronic devices   3-5 years
Office equipment, fixtures and furniture   3-5 years
Automobile   3-5 years
Computer and network equipment   3-5 years
Schedule of noncontrolling interests
          
  

For the six months ended

June 30,

  For the year ended
December 31,
   2023  2022
       
Infobird Guiyang  $(220,235)  $(225,387)
Infobird Anhui   (257)   (167)
Shanghai Qishuo   (132,700)   150,117 
Total  $(353,192)  $(75,437)
v3.23.3
Variable interest entity (Tables)
6 Months Ended
Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Schedule of VIEs’ consolidated assets and liabilities
               
    As of  
June 30, 2023
  As of
December 31, 2022
         
Current assets belong to discontinued operation   $ 1,124,900     $ 1,504,164  
Other assets belong to discontinued operation     7,744,428       9,008,407  
Total assets belong to discontinued operation     8,869,328       10,512,571  
Total liabilities belong to discontinued operation     (29,229,090 )     (27,769,551 )
Net deficits belong to discontinued operation   $ (20,359,762 )   $ (17,256,980 )
Schedule of operating results of VIEs
      
   For the six months ended June 30, 2023  For the six months ended June 30, 2022
      
Net loss from discontinued operations  $(3,842,329)  $(6,440,381)
v3.23.3
Discontinued Operations (Tables)
6 Months Ended
Jun. 30, 2023
Discontinued Operations and Disposal Groups [Abstract]  
Schedule of assets and liabilities from discontinued operations
          
   June 30,  December 31,
   2023  2022
       
CURRENT ASSETS:          
Cash  $555,523   $829,258 
Accounts receivable, net   356,330    402,309 
Other receivables, net   97,768    99,405 
Due from related parties   13,791    29,983 
Prepayments and other current assets   104,160    202,054 
Total current assets of discontinued operations   1,127,572    1,563,009 
           
OTHER ASSETS:          
Property and equipment, net   122,383    153,516 
Right-of-use assets   23,512    52,813 
Long-term deposits, net   16,687    18,993 
Intangible assets, net       2,556,761 
Goodwill       478,657 
Total other assets of discontinued operations   162,582    3,260,740 
           
Total assets of discontinued operations  $1,290,154   $4,823,749 

 

Carrying amounts of major classes of liabilities included as part of discountinued operations of Infobird HK, Infobird WFOE, Infobird Beijing, Infobird Guiyang, Infobird Anhui, Shanghai Qishuo and Anhui Weiao:

 

   June 30,  December 31,
   2023  2022
       
CURRENT LIABILITIES:          
Account payable  $3,126,502   $3,216,364 
Bank loans - current   550,169    3,548,242 
Othr payables and accrued liabilities   1,076,953    1,134,345 
Due to related parties   19,352    53,671 
Due to Infobird Cayman   17,632,181    14,013,927 
Deferred revenue   1,166,920    1,460,249 
Taxes payable   688,787    653,085 
Lease liabilities - current   19,375    39,861 
Total current liabilities of discontinued operations   24,280,239    24,119,744 
           
OTHER LIABILITIES:          
Bank loans - noncurrent       18,170 
Lease liablities - noncurrent       8,602 
Total other liabilities of discontinued operations       26,772 
           
Total liabilities of discontinued operations  $24,280,239   $24,146,516 

Schedule of income and losses from discontinued operations
Schedule of income and losses from discontinued operations          
   For the Six Months Ended
   June 30,  June 30,
   2023  2022
       
REVENUES  $2,265,425   $2,579,749 
COST OF REVENUES   1,406,787    1,660,645 
           
GROSS PROFIT   858,638    919,104 
           
OPERATING EXPENSES:          
Selling   545,824    2,434,129 
General and administrative   909,818    2,901,160 
Research and development   695,294    2,392,063 
Long-live assets impairment   2,621,079     
Total operating expenses   4,772,015    7,727,352 
           
LOSS FROM OPERATIONS   (3,913,377)   (6,808,248)
           
OTHER INCOME (EXPENSE)          
Interest income   1,282    1,993 
Interest expense   (22,808)   (107,293)
Other (expense) income, net   (166,516)   (56,899)
Total other income (expense), net   (188,042)   (162,199)
           
LOSS BEFORE INCOME TAXES   (4,101,419)   (6,970,447)
           
PROVISION FOR (BENEFIT OF) INCOME TAXES       (38,125)
           
NET LOSS FROM DISCONTINUED OPERATIONS   (4,101,419)   (6,932,322)
v3.23.3
Short term investments (Tables)
6 Months Ended
Jun. 30, 2023
Cash and Cash Equivalents [Abstract]  
Schedule of short term investments
                               
    Carrying Value at June 30, 2023   Fair Value Measurement at
June 30, 2023
        Level 1   Level 2   Level 3
Short term investments-continuing operations   $     $     $     $  

 

   Carrying Value at
December 31,
2022
  Fair Value Measurement at
December 31, 2022
      Level 1  Level 2  Level 3
Short term investments-continuing operations  $6,704,029   $   $   $6,704,029 
v3.23.3
Other receivables, net (Tables)
6 Months Ended
Jun. 30, 2023
Receivables [Abstract]  
Schedule of other receivables, net
          
   As of
June 30, 2023
  As of
December 31, 2022
       
Receivables from sales of short-term investment  $6,788,622   $ 
Others   682,268    110,846 
Total other receivables  $7,470,890   $110,846 
Allowance for doubtful accounts   (11,225)   (11,801)
Total other receivables, net  $7,459,665   $99,045 
Less: other receivables, net - discontinued operations   (97,768)   (99,045)
Total other receivables, net - continuing operations  $7,361,897   $ 
v3.23.3
Related party balances and transactions (Tables)
6 Months Ended
Jun. 30, 2023
Related Party Transactions [Abstract]  
Schedule of bank loans
                        
Bank Name  Maturities  Interest rate  Collateral/Guarantee  As of June 30, 2022  As of
December 31, 2022
                
Bank of Beijing   March 2023    4.8% - 5.0%   Guarantee by Beijing SMEs Credit Re-guarantee Co., Ltd*  $   $2,899,728 
BOC Fullerton Bank   February 2024 (4)    8.5%   ***   67,484    121,634 
China Merchants Bank   March 2023 (5)    4.3%   Guarantee by Beijing Zhong Guan Chun Technology Finance Guarantee Co., **       434,959 
China Construction Bank   August 2023    4.1%   ****   68,953    74,523 
 Total                $136,437   $3,530,844 

 

* Beijing SMEs Credit Re-guarantee Co., Ltd is a financial services company and provides credit re-guarantee business and short-term capital operation to small and medium enterprises. In addition, Qing Tang, the spouse of Yimin Wu, the Company’s Chairman of the Board of Directors and Chief Executive Officer, has provided real estate property as collateral of approximately $3.1 million (RMB 20,000,000) with Beijing SMEs Credit Re-guarantee Co., Ltd to secure the guarantee with Bank of Beijing.

 

** Beijing Zhong Guan Chun Technology Finance Guarantee Co., Ltd is a financial services company and provides credit guarantee business and short-term capital operation to small business. Yimin Wu also provided a personal guarantee for the loan during the contract period.

 

*** Yimin Wu and Qing Tang provided personal guarantees for the loan during the contract period.

 

**** Qi Gu was the co-borrower for the loan during the contract period.
Schedule of related parties for discontinued operations
             
      June 30,  December 31,
      2023  2022
          
Ji Meng  Director of Purchase Department  $   $10,439 
Zuogang Luo  Vice President   13,791    19,544 
Total     $13,791   $29,983 

 

Due to related parties

 

      June 30,  December 31,
      2023  2022
          
Zhiguo Li  Director of Beijing Infobird   11,230    6,223 
Ji Meng  Director of Purchase Department   5,516     
Qi Gu  Shareholder of Shanghai Qishuo  $2,606   $3,030 
Yimin Wu  Director of the Borad and former CEO  $   $36,664 
Weimin Wu  Brother of Yimin Wu  $   $4,619 
Shengmin Wu  Director of Guiyang Infobird       3,135 
Total     $19,352   $53,671 
v3.23.3
Taxes (Tables)
6 Months Ended
Jun. 30, 2023
Income Tax Disclosure [Abstract]  
Schedule of provision for income taxes
          
  

For the six months ended

June 30, 2023

  For the six months ended June 30, 2022
       
Current  $   $ 
Deferred       (38,125)
Total benefit of income tax       (38,125)
Less: benefit of income taxes - discontinued operations       (38,125)
Total benefit of income taxes - continuing operations  $   $
Schedule of deferred tax assets and liabilities
               
    As of
June 30,
  As of
December 31,
Deferred tax assets:   2023   2022
         
Allowance for doubtful account   $ 735,633     $ 789,151  
Net operating loss carryforward     3,280,567       3,098,352  
Long-lived assets impairment     657,146       696,256  
Deferred tax assets     4,673,346       4,583,759  
Deferred tax liabilities:                
Recognition of intangible assets arising from business combinations           (17,444 )
Capitalized development costs     (502,734 )     (544,982 )
Change in valuation allowance     (4,170,612 )     (4,021,333 )
Deferred tax assets(liabilities), net   $     $  
Schedule of taxes payable
               
    As of
June 30, 2022
  As of
December 31, 2022
         
VAT taxes payable   $ 504,715     $ 457,395  
Income taxes payable     179,224       188,425  
Other taxes payable     4,848       7,265  
Total taxes payable   $ 688,787     $ 653,085  
Less: taxes payable - discontinued operations     688,787       653,085  
Taxes payable - continuing operations   $     $  
v3.23.3
Equity (Tables)
6 Months Ended
Jun. 30, 2023
Equity [Abstract]  
Schedule of assumptions used
       
Annual dividend yield      
Expected life (years)     5.0  
Risk-free interest rate     0.92 %
Expected volatility     95.15 %
Schedule of warrants outstanding
                 
    Warrants   Weighted
Average
Exercise
Price
Warrants outstanding, as of December 31, 2021       125,000     $ 20.0  
 Issued              
 Exercised              
 Expired              
Warrants outstanding, as of December 31, 2022       125,000       20.0  
               
Warrants outstanding, as of June 30, 2023 (unaudited)       125,000     $ 20.0  
                   
Warrants exercisable, as of June 30, 2023 (unaudited)       125,000     $ 20.0  
v3.23.3
Lease (Tables)
6 Months Ended
Jun. 30, 2023
Leases [Abstract]  
Schedule of minimum lease payments under the remaining operating leases
       
    June 30,
2024     19,752  
Total undiscounted lease payments   $ 19,752  
 Less imputed interest     (377 )
Total lease liabilities   $ 19,375  
Less: total lease liabilities - discontinued operations     (19,375 )
Total lease liabilities - continuing operations   $  
v3.23.3
Segment information and revenue analysis (Tables)
6 Months Ended
Jun. 30, 2023
Segment Information And Revenue Analysis  
Schedule of disaggregated information of revenues
               
    For the six months ended
June 30, 2023
  For the six months ended
June 30, 2022
         
Standard cloud-based services   $ 754,323     $ 1,243,483  
Business process outsourcing services     938,137       1,046,074  
Business integration services     398,285       278,434  
Other revenues     174,680       11,758  
Total revenues   $ 2,265,425     $ 2,579,749  
v3.23.3
Nature of business and organization (Details)
6 Months Ended
Jun. 30, 2023
Infobird H K [Member]  
Background ● A Hong Kong company ● Incorporated on April 21, 2020 ● A holding company
Ownership 100% owned by Infobird Cayman
Infobird W F O E [Member]  
Background ● A PRC limited liability company and deemed a wholly foreign owned enterprise (“WFOE”) ● Incorporated on May 20, 2020 ● Registered capital of $15,000,000 (RMB 106,392,000) ● A holding company
Ownership 100% owned by Infobird HK
Infobird Beijing [Member]  
Background ● A PRC limited liability company ● Incorporated on October 26, 2001 ● Registered capital of $2,417,947 (RMB 16,624,597) ● Software developing that provides software as a service (SaaS)
Ownership VIE of Infobird WFOE
Infobird Guiyang [Member]  
Background ● A PRC limited liability company ● Incorporated on October 17, 2013 ● Registered capital of $1,777,645 (RMB 12,222,200) ● Software developing that provides software as a service (SaaS)
Ownership 90.18% owned by Infobird Beijing
Infobird Anhui [Member]  
Background ● A PRC limited liability company ● Incorporated on June 20, 2012 ● Registered capital of $1,454,440 (RMB 10,000,000) ● Software developing that provides software as a service (SaaS)
Ownership 99.95% owned by Infobird Beijing
Shanghai Qishuo [Member]  
Background ● A PRC limited liability company ● Incorporated on April 10, 2014 ● Registered capital of $156,922 (RMB 1,000,000) ● Software developing that provides software as a service (SaaS)
Ownership 51% owned by Infobird Beijing
Anhui Weiaoi [Member]  
Background ● A PRC limited liability company ● Incorporated on May 25, 2018 ● Registered capital of $1,439,325 (RMB 10,000,000) ● Software developing that provides software as a service (SaaS)
Ownership 100% owned by Infobird Anhui
v3.23.3
Summary of significant accounting policies (Details)
6 Months Ended
Jun. 30, 2023
Leasehold Improvements [Member]  
Property, Plant and Equipment [Line Items]  
Property, plant and equipment, estimated useful lives Shorter of the remaining lease terms or estimated useful lives
Electronic Devices [Member]  
Property, Plant and Equipment [Line Items]  
Property, plant and equipment, estimated useful lives 3-5 years
Furniture and Fixtures [Member]  
Property, Plant and Equipment [Line Items]  
Property, plant and equipment, estimated useful lives 3-5 years
Automobiles [Member]  
Property, Plant and Equipment [Line Items]  
Property, plant and equipment, estimated useful lives 3-5 years
Computer And Network Equipment [Member]  
Property, Plant and Equipment [Line Items]  
Property, plant and equipment, estimated useful lives 3-5 years
v3.23.3
Summary of significant accounting policies (Details 1) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Noncontrolling interests $ (353,192) $ 75,437
Infobird Guiyang [Member]    
Noncontrolling interests (220,235) (225,387)
Infobird Anhui [Member]    
Noncontrolling interests (257) (167)
Shanghai Qishuo [Member]    
Noncontrolling interests $ (132,700) $ 150,117
v3.23.3
Summary of significant accounting policies (Details Narrative) - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Property, Plant and Equipment [Line Items]      
Amount related to escrow deposits $ 6,800,000   $ 4,896,932
Working capital 8,600,000    
Accumulated other comprehensive income 786,414   361,655
Allowance for the doubtful accounts 5,422,446   5,777,189
Allowance for the doubtful accounts on other receivable 11,225   11,801
Allowance for the doubtful accounts of prepayments 0   0
Gain (loss) from short term investments 84,634 $ (434,669)  
Allowance for doubtful accounts on long term deposits 0   0
Carrying amount of capitalized software 0   0
Impairment of long-lived assets     4,700,000
Impairment of land use  
Impairment of additional intangible assets 2,600,000    
Revenue recognized 0 0  
Accrued warranty liability 0   0
Advertising costs 0 $ 214,793  
Development cost $ 0   0
Dilutive shares 0 0  
Employee benefits $ 185,902 $ 486,517  
Infobird Anhui [Member]      
Property, Plant and Equipment [Line Items]      
Noncontrolling Interests percentage 0.05%    
Infobird Guiyang [Member]      
Property, Plant and Equipment [Line Items]      
Noncontrolling Interests percentage 9.82%    
Shanghai Qishuo [Member]      
Property, Plant and Equipment [Line Items]      
Noncontrolling Interests percentage 49.00%    
Construction in Progress [Member]      
Property, Plant and Equipment [Line Items]      
Impairment of land use     1,900,000
Land Use Rights [Member]      
Property, Plant and Equipment [Line Items]      
Impairment of land use     300,000
Convertible Note [Member]      
Property, Plant and Equipment [Line Items]      
Amount related to escrow deposits $ 6,800,000   4,800,000
IPO [Member]      
Property, Plant and Equipment [Line Items]      
Amount related to escrow deposits $ 0   $ 96,932
v3.23.3
Variable interest entity (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Current assets belong to discontinued operation $ 32,925,040 $ 27,387,458
Other assets belong to discontinued operation 162,582 3,260,740
Total assets belong to discontinued operation 33,087,622 30,648,198
Total liabilities belong to discontinued operation (26,500,239) (24,146,516)
Net deficits belong to discontinued operation 6,940,575 6,577,119
Variable Interest Entity, Primary Beneficiary [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Current assets belong to discontinued operation 1,124,900 1,504,164
Other assets belong to discontinued operation 7,744,428 9,008,407
Total assets belong to discontinued operation 8,869,328 10,512,571
Total liabilities belong to discontinued operation (29,229,090) (27,769,551)
Net deficits belong to discontinued operation $ (20,359,762) $ (17,256,980)
v3.23.3
Variable interest entity (Details 1) - USD ($)
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Variable Interest Entity, Primary Beneficiary [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Net loss from discontinued operations $ (3,842,329) $ (6,440,381)
v3.23.3
Variable interest entity (Details Narrative) - Inforbird W F O E [Member] - USD ($)
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Research and development expense $ 537,098 $ 485,351
Revenue recognized $ 503,525 $ 312,494
v3.23.3
Business combination (Details Narrative) - Shanghai Qishuo [Member] - USD ($)
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
May 31, 2022
Business Acquisition [Line Items]      
Acquisition percentage     100.00%
Operations and comprehensive income (loss) $ 0 $ 1,299  
v3.23.3
Discontinued operations - (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
CURRENT ASSETS:    
Cash $ 555,523 $ 829,258
Accounts receivable, net 356,330 402,309
Other receivables, net 97,768 99,405
Due from related parties 13,791 29,983
Prepayments and other current assets 104,160 202,054
Total current assets of discontinued operations 1,127,572 1,563,009
OTHER ASSETS:    
Property and equipment, net 122,383 153,516
Right-of-use assets 23,512 52,813
Long-term deposits, net 16,687 18,993
Intangible assets, net 2,556,761
Goodwill 478,657
Total other assets of discontinued operations 162,582 3,260,740
Total assets of discontinued operations 1,290,154 4,823,749
CURRENT LIABILITIES:    
Account payable 3,126,502 3,216,364
Bank loans - current 550,169 3,548,242
Othr payables and accrued liabilities 1,076,953 1,134,345
Due to related parties 19,352 53,671
Due to Infobird Cayman 17,632,181 14,013,927
Deferred revenue 1,166,920 1,460,249
Taxes payable 688,787 653,085
Lease liabilities - current 19,375 39,861
Total current liabilities of discontinued operations 24,280,239 24,119,744
OTHER LIABILITIES:    
Bank loans - noncurrent 18,170
Lease liablities - noncurrent 8,602
Total other liabilities of discontinued operations 26,772
Total liabilities of discontinued operations $ 24,280,239 $ 24,146,516
v3.23.3
Discontinued Operations - (Details 1) - USD ($)
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Discontinued Operations and Disposal Groups [Abstract]    
REVENUES [1] $ 2,265,425 $ 2,579,749
COST OF REVENUES 1,406,787 1,660,645
GROSS PROFIT 858,638 919,104
Selling 545,824 2,434,129
General and administrative 909,818 2,901,160
Research and development 695,294 2,392,063
Long-live assets impairment 2,621,079
Total operating expenses 4,772,015 7,727,352
LOSS FROM OPERATIONS (3,913,377) (6,808,248)
Interest income 1,282 1,993
Interest expense (22,808) (107,293)
Other (expense) income, net (166,516) (56,899)
Total other income (expense), net (188,042) (162,199)
LOSS BEFORE INCOME TAXES (4,101,419) (6,970,447)
PROVISION FOR (BENEFIT OF) INCOME TAXES (38,125)
NET LOSS FROM DISCONTINUED OPERATIONS $ (4,101,419) $ (6,932,322)
[1] All of revenues were derived from discontinued operations for the six months ended June 30, 2023 and 2022.
v3.23.3
Short term investments (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Platform Operator, Crypto-Asset [Line Items]    
Short term investments $ 6,704,029
Fair Value, Inputs, Level 1 [Member]    
Platform Operator, Crypto-Asset [Line Items]    
Short term investments
Fair Value, Inputs, Level 2 [Member]    
Platform Operator, Crypto-Asset [Line Items]    
Short term investments
Fair Value, Inputs, Level 3 [Member]    
Platform Operator, Crypto-Asset [Line Items]    
Short term investments $ 6,704,029
v3.23.3
Short term investments (Details Narrative) - USD ($)
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Cash and Cash Equivalents [Abstract]    
Gain/(Loss) from short term investments $ 84,634 $ (434,669)
v3.23.3
Other receivables, net - (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Receivables [Abstract]    
Receivables from sales of short-term investment $ 6,788,622
Others 682,268 110,846
Total other receivables 7,470,890 110,846
Allowance for doubtful accounts (11,225) (11,801)
Total other receivables, net 7,459,665 99,045
Less: other receivables, net - discontinued operations (97,768) (99,045)
Total other receivables, net - continuing operations $ 7,361,897
v3.23.3
Related party balances and transactions (Details) - USD ($)
6 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]    
Total $ 136,437 $ 3,530,844
Bank Of Beijing [Member]    
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]    
Maturities March 2023  
Collateral/Guarantee [1] Guarantee by Beijing SMEs Credit Re-guarantee Co., Ltd  
Total 2,899,728
Bank Of Beijing [Member] | Minimum [Member]    
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]    
Interest rate 4.80%  
Bank Of Beijing [Member] | Maximum [Member]    
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]    
Interest rate 5.00%  
B O C Fullerton Bank [Member]    
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]    
Maturities February 2024  
Interest rate 8.50%  
Collateral/Guarantee [2] ***  
Total $ 67,484 121,634
China Merchants Bank [Member]    
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]    
Maturities March 2023  
Interest rate 4.30%  
Collateral/Guarantee [3] Guarantee by Beijing Zhong Guan Chun Technology Finance Guarantee Co.  
Total 434,959
China Construction Bank [Member]    
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]    
Maturities August 2023  
Interest rate 4.10%  
Collateral/Guarantee [4] ****  
Total $ 68,953 $ 74,523
[1] Beijing SMEs Credit Re-guarantee Co., Ltd is a financial services company and provides credit re-guarantee business and short-term capital operation to small and medium enterprises. In addition, Qing Tang, the spouse of Yimin Wu, the Company’s Chairman of the Board of Directors and Chief Executive Officer, has provided real estate property as collateral of approximately $3.1 million (RMB 20,000,000) with Beijing SMEs Credit Re-guarantee Co., Ltd to secure the guarantee with Bank of Beijing.
[2] Yimin Wu and Qing Tang provided personal guarantees for the loan during the contract period.
[3] Beijing Zhong Guan Chun Technology Finance Guarantee Co., Ltd is a financial services company and provides credit guarantee business and short-term capital operation to small business. Yimin Wu also provided a personal guarantee for the loan during the contract period.
[4] Qi Gu was the co-borrower for the loan during the contract period.
v3.23.3
Related party balances and transactions (Details 1) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Related Party Transaction [Line Items]    
Due from related parties $ 13,791 $ 29,983
Due to related parties 19,352 53,671
Ji Meng [Member]    
Related Party Transaction [Line Items]    
Due from related parties 10,439
Due to related parties 5,516
Zuogang Luo [Member]    
Related Party Transaction [Line Items]    
Due from related parties 13,791 19,544
Zhiguo Li [Member]    
Related Party Transaction [Line Items]    
Due to related parties 11,230 6,223
Qi Gu [Member]    
Related Party Transaction [Line Items]    
Due to related parties 2,606 3,030
Yimin Wu [Member]    
Related Party Transaction [Line Items]    
Due to related parties 36,664
Weimin Wu [Member]    
Related Party Transaction [Line Items]    
Due to related parties 4,619
Shengmin Wu [Member]    
Related Party Transaction [Line Items]    
Due to related parties $ 3,135
v3.23.3
Taxes (Details) - USD ($)
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Income Tax Disclosure [Abstract]    
Current
Deferred (38,125)
Total benefit of income tax (38,125)
Less: benefit of income taxes - discontinued operations (38,125)
Total benefit of income taxes - continuing operations
v3.23.3
Taxes (Details 1) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Deferred tax assets:    
Allowance for doubtful account $ 735,633 $ 789,151
Net operating loss carryforward 3,280,567 3,098,352
Long-lived assets impairment 657,146 696,256
Deferred tax assets 4,673,346 4,583,759
Deferred tax liabilities:    
Recognition of intangible assets arising from business combinations (17,444)
Capitalized development costs (502,734) (544,982)
Change in valuation allowance (4,170,612) (4,021,333)
Deferred tax assets(liabilities), net
v3.23.3
Taxes (Details 2) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Income Tax Disclosure [Abstract]    
VAT taxes payable $ 504,715 $ 457,395
Income taxes payable 179,224 188,425
Other taxes payable 4,848 7,265
Total taxes payable 688,787 653,085
Less: taxes payable - discontinued operations 688,787 653,085
Taxes payable - continuing operations
v3.23.3
Taxes (Details Narrative) - USD ($)
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Income Tax Disclosure [Abstract]      
Tax savings $ 0 $ 0  
Income tax expenses 0 $ 38,125  
Net operating loss carryforward 22,000,000.0   $ 21,700,000
Allowance for doubtful accounts 5,400,000   5,800,000
Deferred tax assets net of deferred tax liabilities $ 4,200,000   $ 4,000,000.0
v3.23.3
Concentration of risk (Details Narrative) - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Concentration Risk [Line Items]      
Deposit $ 554,999   $ 829,258
CDIC insured limit 290,596   372,549
Cash balance 3,390   209,561
Credit Risk [Member]      
Concentration Risk [Line Items]      
Cash balance $ 3,390   $ 209,561
Revenue Benchmark [Member] | One Customer [Member] | Customer Concentration Risk [Member]      
Concentration Risk [Line Items]      
Concentration risk percentage 21.20% 22.60%  
Revenue Benchmark [Member] | One Customer [Member] | Vendor Concentration Risk [Member]      
Concentration Risk [Line Items]      
Concentration risk percentage 37.60% 11.40%  
Revenue Benchmark [Member] | Two Customer [Member] | Customer Concentration Risk [Member]      
Concentration Risk [Line Items]      
Concentration risk percentage 12.90%    
Revenue Benchmark [Member] | Two Customer [Member] | Vendor Concentration Risk [Member]      
Concentration Risk [Line Items]      
Concentration risk percentage 16.80%    
Accounts Receivable [Member] | One Customer [Member] | Customer Concentration Risk [Member]      
Concentration Risk [Line Items]      
Concentration risk percentage 46.60%   45.70%
Accounts Receivable [Member] | One Customer [Member] | Vendor Concentration Risk [Member]      
Concentration Risk [Line Items]      
Concentration risk percentage 65.00%   66.40%
Accounts Receivable [Member] | Two Customer [Member] | Customer Concentration Risk [Member]      
Concentration Risk [Line Items]      
Concentration risk percentage 24.30%   23.10%
Accounts Receivable [Member] | Two Customer [Member] | Vendor Concentration Risk [Member]      
Concentration Risk [Line Items]      
Concentration risk percentage 19.80%   20.30%
Accounts Receivable [Member] | Three Customer [Member] | Customer Concentration Risk [Member]      
Concentration Risk [Line Items]      
Concentration risk percentage 10.10%    
v3.23.3
Equity (Details)
6 Months Ended
Jun. 30, 2023
Equity [Abstract]  
Annual dividend yield
Expected life (years) 5 years
Risk-free interest rate 0.92%
Expected volatility 95.15%
v3.23.3
Equity (Details 1) - $ / shares
6 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Equity [Abstract]    
Warrants outstanding - beginning balance 125,000 125,000
Weighted average exercise price, beginning $ 20.0 $ 20.0
Issued   0
Weighted average exercise price, warrants issued   $ 0
Exercised 0 0
Weighted average exercise price, warrants exercised $ 0 $ 0
Expired   0
Weighted average exercise price, warrants expired   $ 0
Warrants outstanding - ending balance 125,000 125,000
Weighted average exercise price, ending $ 20.0 $ 20.0
Warrants exercisable 125,000  
Weighted average exercise price, warrants exercisable $ 20.0  
v3.23.3
Equity (Details Narrative) - USD ($)
1 Months Ended 6 Months Ended 12 Months Ended
Feb. 28, 2023
Apr. 22, 2021
May 31, 2023
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2021
Dec. 31, 2022
Nov. 09, 2022
Oct. 08, 2022
Sep. 29, 2022
Sep. 08, 2022
Mar. 26, 2020
Accumulated Other Comprehensive Income (Loss) [Line Items]                        
Number of ordinary shares granted           70,000            
Authorized number of ordinary shares [1]       1,000,000,000     1,000,000,000          
Common stock par value [1]       $ 0.025     $ 0.025          
Common stock shares issued [1]       5,100,164     3,818,663          
Number of shares issued 3,846,000                      
Purchase of ordinary shares 2,884,500                      
Net proceeds $ 4,522,314                      
Issued ordinary shares 3,846,000                      
Additional shares     12,321                  
Exercise of warrants     499,980                  
Common stock shares authorized     1,000,000,000       1,000,000,000          
Common stock shares outstanding [1]       5,100,164     3,818,663          
Paid-in-capital, registered capital and statutory reserves       $ 19,800,000     $ 19,300,000          
Statutory reserves       $ 449,136     $ 449,136          
IPO [Member]                        
Accumulated Other Comprehensive Income (Loss) [Line Items]                        
Number of warrant purchase   125,000   125,000                
Share price   $ 20.00   $ 20.00                
Expiration date   Mar. 31, 2026                    
Warrant remaining lives       2 years 9 months                
Securities Purchase Agreement 1 [Member]                        
Accumulated Other Comprehensive Income (Loss) [Line Items]                        
Common stock shares issued                   500,000    
Sale of common stock                   500,000    
Consideration amount                   $ 277,500    
Securities Purchase Agreement 2 [Member]                        
Accumulated Other Comprehensive Income (Loss) [Line Items]                        
Common stock shares issued                 500,000      
Sale of common stock                 500,000      
Consideration amount                 $ 287,500      
Securities Purchase Agreement 3 [Member]                        
Accumulated Other Comprehensive Income (Loss) [Line Items]                        
Common stock shares issued               500,000        
Sale of common stock               500,000        
Consideration amount               $ 202,500        
Common Stock [Member]                        
Accumulated Other Comprehensive Income (Loss) [Line Items]                        
Authorized number of ordinary shares                     50,000,000  
Common stock par value                     $ 0.001  
Common stock shares issued                       19,000,000
Two Consulting Firms [Member]                        
Accumulated Other Comprehensive Income (Loss) [Line Items]                        
Number of ordinary shares granted           70,000            
Grant date fair value           $ 150,600            
Share based compensation       $ 0 $ 10,134              
[1] retroactively restated to reflect 1-for-5 share consolidation effective on September 9, 2022 and 1-for-5 share consolidation effective on May 15, 2023.
v3.23.3
Lease (Details)
Jun. 30, 2023
USD ($)
Leases [Abstract]  
2024 $ 19,752
Total undiscounted lease payments 19,752
 Less imputed interest (377)
Total lease liabilities 19,375
Less: total lease liabilities - discontinued operations (19,375)
Total lease liabilities - continuing operations
v3.23.3
Lease (Details Narrative) - USD ($)
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Leases [Abstract]    
Right of use assets $ 0.0  
Rent expense $ 59,487 $ 122,503
v3.23.3
Segment information and revenue analysis (Details) - USD ($)
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Total revenues [1] $ 2,265,425 $ 2,579,749
Standard Cloud Based Services [Member]    
Total revenues [1] 754,323 1,243,483
Business Process Outsourcing Services [Member]    
Total revenues [1] 938,137 1,046,074
Business Integration Services [Member]    
Total revenues [1] 398,285 278,434
Other Revenues [Member]    
Total revenues [1] $ 174,680 $ 11,758
[1] All of revenues were derived from discontinued operations for the six months ended June 30, 2023 and 2022.
v3.23.3
Subsequent Events (Details Narrative) - USD ($)
6 Months Ended
Aug. 11, 2023
Aug. 03, 2023
Jul. 24, 2023
Feb. 28, 2023
Jun. 30, 2023
Oct. 04, 2023
Subsequent Event [Line Items]            
Purchase of ordinary shares       2,884,500    
Net proceeds       $ 4,522,314    
Purchaser 4 [Member]            
Subsequent Event [Line Items]            
Net proceeds         $ 2,220,000  
Subsequent Event [Member] | Purchaser 4 [Member]            
Subsequent Event [Line Items]            
Convertible note           $ 2,220,000
Securities Purchase Agreement 1 [Member] | Subsequent Event [Member] | Purchaser 1 [Member]            
Subsequent Event [Line Items]            
Purchase of ordinary shares     88,105,727      
Net proceeds     $ 30,000,000      
Securities Purchase Agreement 2 [Member] | Subsequent Event [Member] | Purchaser 2 [Member]            
Subsequent Event [Line Items]            
Purchase of ordinary shares   44,117,648        
Net proceeds   $ 15,000,000        
Securities Purchase Agreement 3 [Member] | Subsequent Event [Member] | Buyer [Member] | Hong Kong, Dollars            
Subsequent Event [Line Items]            
Equity interest $ 10,000          

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