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OTHER INVESTMENTS
3 Months Ended
Mar. 31, 2026
Investments, Debt and Equity Securities [Abstract]  
OTHER INVESTMENTS

NOTE 4 - OTHER INVESTMENTS

  

As of

March 31, 2026

  

As of

December 31, 2025

 
   (Unaudited)   (Audited) 
Investments in equity securities without readily determinable fair values of affiliates:                           
           
Forekast Limited (a)  $17,000,000   $- 

 

Investments in equity securities without readily determinable fair values of affiliates (related parties):

 

Equity securities without readily determinable fair values are investments in privately held companies without readily determinable market values. The Company adopted the guidance of ASC 321, Investments - Equity Securities, which allows an entity to measure investments in equity securities without a readily determinable fair value using a measurement alternative that measures these securities at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investment of same issuer (the “Measurement Alternative”). The fair value of equity securities without readily determinable fair values that have been remeasured due to impairment are classified within Level 3. Management assesses each of these investments on an individual basis. Additionally, on a quarterly basis, management is required to make a qualitative assessment of whether the investment is impaired.

 

The Company believes all its invested equity securities are without readily determinable values even certain of the equity securities are listed in the over the counter (OTC) market, as their securities are not actively traded on a securities exchange registered with the U.S. Securities and Exchange Commission (SEC) or in the OTC market.

 

In addition, the Company records its equity securities without readily determinable fair values at cost. For these cost method investments, the Company records them as other investments in its consolidated balance sheets (the “Investments”). The Company reviews the Investments quarterly to determine if impairment indicators are present; however, it is not required to determine the fair value of the Investments unless impairment indicators exist. When impairment indicators exist, the Company generally adopts the valuation methods allowed under ASC820 (Fair Value Measurement) to evaluate the fair values of the Investments approximate or exceed their carrying values.

 

(a) Forekast Limited:

 

On February 13, 2026, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with Forekast Limited, a company formed under the laws of the British Virgin Islands (“Forekast”) and the shareholders of Forekast listed on Annex A thereto (the “Forekast Shareholders”).

 

On February 17, 2026, the Company filed a Current Report on Form 8-K including the Share Exchange Agreement as an exhibit with the SEC. The Share Exchange Agreement contained customary representations, warranties, covenants, closing conditions and termination provisions and provided for a closing date of March 31, 2026 (the “Closing Date”), subject to the terms set forth therein.

 

On March 31, 2026, all conditions for closing were satisfied, and the Company consummated the transactions contemplated by the Share Exchange Agreement. At closing, the Company acquired 1,360 ordinary shares of Forekast from the Forekast Shareholders, representing 13.6% of Forekast’s outstanding equity interests on a fully diluted basis as of the Closing Date. In consideration therefor, the Company issued to the Forekast Shareholders an aggregate of 8,500,000 shares of its common stock, par value $0.0001 (the “Common Stock”), valued at $17,000,000 to the Forekast Shareholders, such shares constituting the “Exchange Shares”. The transaction constituted a minority investment in Forekast and did not result in the Company obtaining control of Forekast.

 

 

Set forth below are the details of the share exchange in connection with the minority investment in Forekast described above, as extracted from Annex A to the Share Exchange Agreement:

Forekast Shareholders  Forekast shares received
by the Company
   The Company’s
Common Stock received
by Forekast Shareholders
 
BHL Ltd.   520    3,250,000 
Moira Venture Limited   120    750,000 
Renhari Limited   180    1,125,000 
Joharne Limited   180    1,125,000 
Crescent East Limited   180    1,125,000 
Stratifi Global Limited   180    1,125,000 
Total shares   1,360    8,500,000 

 

During the three months ended March 31, 2026, and the year ended December 31, 2025, the changes in carrying values of the Investments are as follows:

   As of
March 31, 2026
   As of
December 31, 2025
 
   (Unaudited)   (Audited) 
Original cost          
Balance, beginning of period / year  $8,330,989   $8,331,139 
Additions during the period   17,000,000    - 
Disposal of impaired investment during the year   -    (150)
Balance, end of period / year   25,330,989    8,330,989 
           
Accumulated impairment          
Balance, beginning of period / year   (8,330,989)   (8,319,066)
Impairment during the year   -    (12,073)
Disposal of impaired investment during the year   -    150 
Balance, end of period / year   (8,330,989)   (8,330,989)
           
Net carrying values of equity securities without readily determinable fair values  $17,000,000   $- 

 

The Company had cost method investments without readily determinable fair values with a carrying value of $17,000,000 and $0 as of March 31, 2026, and December 31, 2025, respectively.

 

For the three months ended March 31, 2026, no impairment or reversal of impairment of investment was recognized.

 

During the year ended December 31, 2025, the Company recognized an impairment of $12,073 for two (2) of the investments and recorded a reversal of impairment of $150 for one (1) of the investments.

 

As of March 31, 2026, and December 31, 2025, the accumulated impairment loss of the Investments was $8,330,989.