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DESCRIPTION OF BUSINESS AND ORGANIZATION
 9 Months Ended
Sep. 30, 2021
Accounting Policies [Abstract]  
DESCRIPTION OF BUSINESS AND ORGANIZATION

NOTE－1 DESCRIPTION OF BUSINESS AND ORGANIZATION

 

Society Pass Incorporated (the “Company”) is incorporated in State of Nevada on June 22, 2018 under the name of Food Society Inc. On October 3, 2018, the Company changed its corporate name to Society Pass Incorporated. The Company through its subsidiaries, mainly sells and distributes the hardware and software of Point of Sales (POS) application in Vietnam.

 

Description of subsidiaries incorporated by the Company

 

               
Name   Place and date of incorporation   Principal activities  

Particulars of registered/ paid up share

Capital

  

Effective interest

held

Society Technology LLC   State of Nevada, January 24, 2019  

IP Licensing

 

   US$1   100%
SOPA Cognitive Analytics Private Limited   India, February 5, 2019   Computer sciences consultancy and data analytics   INR1,238,470   100%
SOPA Technology Pte. Ltd.   Singapore, June 4, 2019   Investment holding   SG$1,250,000   100%
SOPA Technology Company Limited  

Vietnam,

October 1, 2019

   Software production  

Registered:

VND 2,307,300,000;

Paid up:

VND 1,034,029,911

   100%
Hottab Pte Ltd. (HPL)   Singapore, January 17, 2015   Software development and marketing for the F&B industry   SG$620,287.75   100%
Hottab Vietnam Co. Ltd  

Vietnam,

April 17, 2015

   Sale of POS hardware and software   VND 1,000,000,000   100%
Hottab Asset Company Limited  

Vietnam,

July 25, 2019

   Sale of POS hardware and software   VND 5,000,000,000   100%

 

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

 

On October 29, 2019 with the revised provision dated November 11, 2019, the Company acquired Hottab Pte Ltd and its subsidiaries, at the consideration of $1,050,000 consisted of Series C preference shares valued at $900,000 and the cash consideration of $150,000. The value of the $900,000 Series C preference shares issued was determined based on the stated value per share of the Company’s shares at the acquisition date. Also, the Company shall pay to the Company additional Series C preference shares with an aggregate value of $558,000 (the “Equity Incentive”) in the event the Company able to fulfilled the other terms per their arrangement with in five months from the completion date.

 

On February 10, 2021, the Company effected a 750 for 1 stock split of the issued and outstanding shares of the Company’s common stock. The number of authorized shares and par value remain unchanged. All share and per share information in this financial statements and footnotes have been retroactively adjusted for the period and years presented, unless otherwise indicated, to give effect to the forward stock split.

 

On September 21, 2021, the Company effected a 1 for 2.5 stock split of the issued and outstanding shares of the Company’s common stock. The number of authorized shares and par value remain unchanged. All share and per share information in this financial statements and footnotes have been retroactively adjusted for the period and years presented, unless otherwise indicated, to give effect to the reverse stock split.

 

An additional result of the stock split was that the stated value of preferred stock, the number of designated shares and outstanding shares of each series of preferred stock was unchanged in accordance to the respective certificate of designations. The number of authorized shares of preferred stock remained unchanged.

 

Spun Out

 

On December 31, 2019, the Company recently spun out Food Society Group Limited (Food Business), which aims to develop and commercialize chain of restaurants in Vietnam.

 

In connection with the presentation of the Company’s consolidated financial statements, the Company considered the guidance described in the SEC’s codified Staff Accounting Bulletins, Topic 5, Section Z, paragraph 7, “Accounting for the Spin-off of a subsidiary”. 

 

The Company’s initial registration of its securities under the 1933 Securities Act and the spin off transaction of the Food Society Group Limited occurred prior to the effectiveness of the Company’s registration statement. 

 

The Company considered the following facts and circumstances in concluding omitting the Food Society Group Limited results of operations and financial position in the consolidated financial statements presented in the registration statement:

 

•  The Company’s operations as a developer of an e-commerce platform and the Food Society Group Limited operations as a two(2) retail restaurants are in dissimilar business that would ordinarily be distinguished as reportable segments as defined by FASB ASC 280-10-50-10.

 

•  The Company and the subsidiary have been managed and financed historically as if autonomous  

 

•  The Company and the subsidiary have no common facilities or costs

 

•  The Company and the subsidiary are operated and financed autonomously after the  spinoff, and

 

•  There are no material financial commitments , guarantees or contingent liabilities to each other after the spin off

 

Accordingly, the Company has elected to characterize the spin-off of the Food Society Group Limited as a change in the Company’s reporting and present its historical financial statements as if the Company never had an investment in the subsidiary.

 

This spun off our subsidiary Food Society Group Limited which owns 100% of Vietnam Eats (Hong Kong) Limited which owns 100% of Loft Restaurant Service Trading Company Limited that operates 2 restaurants in Vietnam.

 

Thomas O’Connor, our former Chief Marketing Officer, serves as the legal representative of Loft Restaurant Service Trading Company Limited. Our Chief Executive Officer and Chairman of our board of directors, Dennis Nguyen., is the Chairman of Food Society Group Limited’s board of directors.

 

The two restaurants were making losses for the financial year of 2019. The Company wanted to focus on building our loyalty technology platform. On December 20, 2019’s Board of Directors meeting the CFO presented the case for the spun off. The board voted on the February 18, 2020 to spin out the Food Society Group Limited via a proportionate distribution of shareholding percentage to the existing shareholders as at December 31, 2019.