SOCIETY PASS INC. Files Q2 2024 10-Q Report

Ticker: SOPA · Form: 10-Q · Filed: Aug 19, 2024 · CIK: 1817511

Sentiment: neutral

Topics: 10-Q, quarterly-report, financials

TL;DR

SOCIETY PASS INC. filed its Q2 2024 10-Q. Check financials.

AI Summary

SOCIETY PASS INCORPORATED filed its quarterly report on Form 10-Q for the period ended June 30, 2024. The company, incorporated in Nevada with its principal executive offices in Newport Coast, CA, is involved in business services. The filing details its financial performance and operational status for the quarter.

Why It Matters

This filing provides investors with an update on Society Pass's financial health and operational progress during the second quarter of 2024, crucial for investment decisions.

Risk Assessment

Risk Level: medium — As a publicly traded company filing a 10-Q, there are inherent risks associated with its financial performance and market position.

Key Players & Entities

FAQ

What is the filing date of this 10-Q report?

The filing date of this 10-Q report is August 19, 2024.

For which fiscal period is this 10-Q report filed?

This 10-Q report is filed for the quarterly period ended June 30, 2024.

What is the Commission File Number for SOCIETY PASS INCORPORATED?

The Commission File Number for SOCIETY PASS INCORPORATED is 001-41037.

In which state was SOCIETY PASS INCORPORATED incorporated?

SOCIETY PASS INCORPORATED was incorporated in Nevada.

What is the address of the principal executive offices for SOCIETY PASS INCORPORATED?

The address of the principal executive offices for SOCIETY PASS INCORPORATED is 701 S. Carson Street, Suite 200, Carson City, Nevada 89701.

Filing Stats: 4,686 words · 19 min read · ~16 pages · Grade level 17.8 · Accepted 2024-08-19 16:06:58

Key Financial Figures

Filing Documents

Financial Statements (Unaudited)

Financial Statements (Unaudited) 1 Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023 1 Condensed Consolidated Statements of Operations and Other Comprehensive Loss for the Three And Six Months ended June 30, 2024 and 2023 2 Condensed Consolidated Statements of Stockholders' Equity for the Three and Six Months ended June 30, 2024 and 2023 3 Condensed Consolidated Statements of Cash Flows for the Six Months ended June 30, 2024 and 2023 4 Notes to Condensed Consolidated Financial Statements 5 Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 51 Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 73 Item 4.

Controls and Procedures

Controls and Procedures 73 PART II OTHER INFORMATION 74 Item 1.

Legal Proceedings

Legal Proceedings 74 Item 1A.

Risk Factors

Risk Factors 74 Item 2. Unregistered sales of Equity Securities and Use of Proceeds 74 Item 3. Defaults Upon Senior Securities 74 Item 4. Mining Safety Disclosure 74 Item 5. Other Information 74 Item 6. Exhibits 75

FINANCIAL INFORMATION

PART I FINANCIAL INFORMATION

Financial Statements

Item 1. Financial Statements SOCIETY PASS INCORPORATED CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2024 AND DECEMBER 31, 2023 (Currency expressed in United States Dollars ("US$")) June 30, 2024 December 31, 2023 (Unaudited) (Audited) ASSETS Current assets: Cash and cash equivalents $ 833,937 $ 3,628,670 Restricted cash 53,900 95,312 Accounts receivable, net 776,181 1,338,170 Inventories 293,333 431,483 Contract assets 530,433 247,368 Deposits, prepayments and other receivables 2,956,412 2,207,774 Deferred tax assets 140,636 149,858 Total current assets 5,584,832 8,098,635 Non-current assets: Intangible assets, net 5,845,752 6,081,728 Goodwill 88,197 88,197 Plant and equipment, net 528,820 686,658 Right of use assets, net 972,603 1,407,956 Total non-current assets 7,435,372 8,264,539 TOTAL ASSETS $ 13,020,204 $ 16,363,174 LIABILITIES AND SHAREHOLDERS' DEFICIT Current liabilities: Accounts payables $ 1,774,937 $ 1,690,651 Contract liabilities 1,283,821 1,265,753 Accrued liabilities and other payables 6,772,617 6,866,169 Due to related parties 13,263 9,900 Deferred tax liabilities 69,000 69,000 Operating lease liabilities 418,061 563,276 Loan 17,053 21,313 Total current liabilities 10,348,752 10,486,062 Non-current liabilities: Operating lease liabilities 556,499 847,950 TOTAL LIABILITIES 10,905,251 11,334,012 COMMITMENTS AND CONTINGENCIES Convertible preferred shares; $ 0.0001 par value, 5,000,000 shares authorized, 4,916,500 and 4,916,500 shares undesignated as of June 30, 2024 and December 31, 2023, respectively Series A shares: 10,000 shares designated; 0 and 0 Series A shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively — — Series B shares: 10,000 shares designated; 0 and 0 Series B shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively — — Series B-1 shares

financial statements

financial statements. 1 SOCIETY PASS INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023 (Currency expressed in United States Dollars ("US$")) Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 Revenue, net Sales – online ordering $ 3,701 112,169 $ 24,429 $ 369,771 Sales – digital marketing 1,528,173 1,510,960 3,080,593 2,794,734 Sales – online ticketing and reservation 177,033 556,042 441,607 1,042,749 Sales – data 177 6,369 4,743 20,671 Software sales 1,426 1,692 6,217 1,887 Total revenue 1,710,510 2,187,232 3,557,589 4,229,812 Cost of revenue: Cost of online ordering ( 7,467 ) ( 124,489 ) ( 26,631 ) ( 359,735 ) Cost of digital marketing ( 1,231,048 ) ( 1,306,684 ) ( 2,504,163 ) ( 2,270,845 ) Cost of online ticketing and reservation — ( 95,067 ) — ( 171,544 ) Cost of data 50 ( 14,708 ) ( 50,060 ) ( 33,354 ) Software sales ( 7,740 ) ( 69,125 ) ( 19,781 ) ( 130,938 ) Total cost of revenue ( 1,246,205 ) ( 1,610,073 ) ( 2,600,635 ) ( 2,966,416 ) Gross income 464,305 577,159 956,954 1,263,396 Operating expenses: Sales and marketing expenses ( 143,698 ) ( 98,714 ) ( 270,833 ) ( 229,378 ) Software development costs ( 13,833 ) ( 15,209 ) ( 27,337 ) ( 29,128 ) General and administrative expenses ( 2,461,968 ) ( 3,879,049 ) ( 5,705,639 ) ( 9,870,935 ) Total operating expenses ( 2,619,499 ) ( 3,992,972 ) ( 6,003,809 ) ( 10,129,441 ) Loss from operations ( 2,155,194 ) ( 3,415,813 ) ( 5,046,855 ) ( 8,866,045 ) Other income (expense): Dividend income — 3,696 — 6,844 Gain on early lease termination — — — 1,064 Gain on disposal of fixed assets 206 — 206 — Impairment loss 75 — — — Interest income 1,043 59,208 6,129 99,194 Interest expense ( 285 ) ( 300 ) ( 458 ) ( 652 ) Waiver of loan payable

financial statements

financial statements. 2 SOCIETY PASS INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023 (Currency expressed in United States Dollars ("US$")) Three and Six months ended June 30, 2024 Preferred Stock Common Stock Treasury Stock Accumulated Number of Shares Amount Number of Shares Amount Number of Shares Amount Subscription receivable Additional Paid in Capital other comprehensive income Accumulated deficits Non- controlling interest Total Stockholders' Equity Balances at January 1, 2024 3,500 $ — 2,217,491 $ 222 74,107 $ ( 785,525 ) $ — $ 105,606,538 $ ( 242,129 ) $ ( 99,272,691 ) $ ( 277,253 ) $ 5,029,162 Shares issued for services — — 133,333 13 — — — 329,987 — — — 330,000 Share issued for treasury stock — — 166,667 17 — — — 487,223 — — — 487,240 Shares repurchase during the period — — — — 166,667 ( 487,240 ) — — — — — ( 487,240 ) Sale of treasury stock — — — — ( 176,335 ) 1,085,983 — — — ( 609,022 ) — 476,961 Foreign currency translation adjustment — — — — — — — — 244,054 — 5,329 249,383 Net loss for the period — — — — — — — — — ( 2,839,925 ) 701 ( 2,839,224 ) Balances at March 31, 2024 3,500 $ — 2,517,491 $ 252 64,439 $ ( 186,782 ) $ — $ 106,423,748 $ 1,925 $ ( 102,721,638 ) $ ( 271,223 ) $ 3,246,282 Shares issued for salaries — — 57,761 6 — — — 128,694 — — — 128,700 Shares issued for private placements — — 300,000 30 — — ( 283,000 ) 482,970 — — — 200,000 Shares issued for subsidiary acquisition — — 24,631 2 — — — 75,000 — — — 75,002 Fractional shares — — 70,813 7 — — — ( 7 ) — — — — Sale of treasury stock — — — — ( 64,439 ) 186,782 — — — ( 50,884 ) — 135,898 Foreign currency translation adjustment — — — — — — — — 267,790 — 5,035 272,825 Net

financial statements

financial statements. 4 SOCIETY PASS INCORPORATED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2023 (Currency expressed in United States Dollars ("US$")) NOTE – 1 DESCRIPTION OF BUSINESS AND ORGANIZATION Society Pass Incorporated (the "Company") was incorporated in the State of Nevada on June 22, 2018 , under the name of Food Society Inc. On October 3, 2018, the Company changed its company name to Society Pass Incorporated. The Company, through its subsidiaries, mainly sells and distributes the hardware and software for a Point of Sales (POS) application in Vietnam. The Company also has online lifestyle platform to enable consumers to purchase high-end brands of all categories under its own brand name of "Leflair." The Company has made several acquisitions in calendar year 2022 to 2024, as follows: In February 2022, the Company completed the acquisition of 100 % of the equity interest of New Retail Experience Incorporated and Dream Space Trading Company Limited through its subsidiary – Push Delivery Pte Limited, which two companies mainly provide an on-line grocery and food delivery platform in the Philippines and Vietnam respectively. In May 2022, the Company completed another acquisition of 100 % of the equity interests of Gorilla Networks Pte Ltd, Gorilla Mobile Pte Ltd, Gorilla Connects Pte Ltd and Gorilla Networks (VN) Co Ltd (collectively, "Gorilla Networks"), a food delivery service. In July, 2022, the Company and its wholly owned subsidiary Thoughtful Media Group Incorporated collectively acquired 100 % of the equity interests of Thoughtful Media Group Incorporated and AdActive Media, Inc. (collectively "Thoughtful Media"), whose business provides services to advertisers that helps to make internet advertising more effective. In July, 2022, the Company acquired 100 % of the equity interests of Mangan PH Food Delivery Service Corp. ("Mangan), a Philippines restaurant and grocery delivery bu

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