SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2022

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

16.       SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before unaudited condensed consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after September 30, 2022, up through the date the Company issued the unaudited condensed consolidated financial statements. The Company had no material recognizable subsequent events since September 30, 2022, except for the following transaction:

· Commitment shares to Williamsburg Venture Holdings, LLC

On October 3 ,2022, the Company agreed to issue 75,000,000 shares of 142,000,000 commitment shares of its common stock to Williamsburg Venture Holdings, LLC (“Investor”), a Nevada limited liability company. The remaining of 67,000,000 commitment shares would be further issued to the Investor in accordance with the terms and conditions stated within the Equity Purchase Agreement dated April 1, 2022. The Equity Purchase Agreement with the Investor is filed as Exhibit 10.3 to this quarterly report on Form 10-Q and incorporated herein by reference.

· Share Swap Agreement with China Information Technology Development Limited

The Company entered into a Share Swap Agreement with China Information Technology Development Limited (Stock Code: 8178.HK), a company listed in the Stock Exchange of Hong Kong Limited (“CITD”), pursuant to which the Company agreed to acquire 26,520,386 Ordinary Shares of CITD, constituting approximately 5.15% of the issued share capital of CITD and approximately 4.9% of the enlarged issued share capital of CITD, in consideration of 218,574,609 shares of the Company’s common stock, constituting approximately 11.25% of the issued and outstanding common stock of the Company and approximately 0.153% of the Company’s issued and outstanding common stock and common stock committed to be issued, in accordance with the terms and conditions of the Share Swap Agreement, dated October 25, 2022, by and between the Company and CITD (the “Share Swap Agreement”). The share swap transaction contemplated in the Share Swap Agreement is anticipated to close 90 days from October 25, 2022, or such other later date as is necessary to comply with all applicable rules and regulations of the United States of America and Hong Kong in respect of the share swap transaction.

The Company will not issue any shares of common stock to CITD until its corporate action to increase its authorized share capital pending with FINRA has been approved.

The foregoing description of the Share Swap Agreement is qualified in its entirety by reference to such agreement which is filed as Exhibit 10.8 to this quarterly report on Form 10-Q and incorporated herein by reference.