0001477932-24-002119 | 20-F | XBRL Viewer | China Liberal Education Holdings LTD

BUSINESS COMBINATIONS (Tables)

12 Months Ended

Dec. 31, 2023

	For the
	year ended
	December 31,
	2022
Cash	$	4,467
Accounts receivable		687,612
Other receivables		23,211
Property and equipment, net		34,192
Intangible assets, net		468,482
Right-of-use assets, net		233,467
Total assets	$	1,451,431

Accounts payable	$	(1,028,338	)
Short-term bank loans		(409,572	)
Taxes payable		(35,425	)
Due to related parties		(82,909	)
Lease liability		(45,551	)
Accrued expenses and other current liabilities		(1,631,183	)
Less: Total liabilities	$	(3,232,978	)

Net tangible liabilities	$	(1,781,547	)
Goodwill		9,481,547
Total fair value of purchase price allocation	$	7,700,000

Consideration in the form of shares	$	7,700,000
Total consideration	$	7,700,000

Schedule of contingent consideration

	For the
	year ended
	December 31,
	2022
Cash	$	7,335,975
Other receivables		951,139
Property and equipment, net		10,154,195
Intangible assets, net		1,284,797
Total assets	$	19,726,106

Accounts payable	$	(3,089,786	)
Taxes payable		(747	)
Accrued expenses and other current liabilities		(18,630,396	)
Less: total liabilities	$	(21,720,929	)

Net tangible liabilities	$	(1,994,823	)
Goodwill		61,994,823
Total fair value of purchase price allocation	$	60,000,000

Consideration in the form of cash (prepaid in fiscal 2021)	$	1,492,772
Consideration in the form of receivables offsetting purchase consideration		39,191,427
Contingency consideration		19,315,801
Total consideration	$	60,000,000

RELATED PARTY TRANSACTIONS	12 Months Ended
Dec. 31, 2023
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 17 — RELATED PARTY TRANSACTIONS Due to related parties As of December 31, 2023 and 2022, balance due to a related party, Zhang Jian Xin, a legal representative of China Liberal Beijing, amounted to $0.7 million and nil, respectively. This borrowing was used for working capital during the Company’s normal course of business and was at an effective annual interest rate of 3.45% since January 2023 onwards and due on demand. As of December 31, 2023 and 2022, balance due to a related party, Ms. Ngai Ngai Lam, CEO and Chairwoman of the Company, amounted to $0.3 million and $22,464, respectively. This borrowing was used for working capital during the Company’s normal course of business and was at an effective annual interest rate of 3.45% since May 2023 onwards and due on demand. As of December 31, 2023 and 2022, balance due to a related party, Zhou Mingbo, a shareholder of the Company, amounted to $0.4 million and $0.4 million, respectively. This borrowing was used for working capital during the Company’s normal course of business and was at an effective annual interest rate of 3.3% and due on demand. For the years ended December 31, 2023 and 2022, interest expenses were $34,714 and nil, respectively.

RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2023

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 17 — RELATED PARTY TRANSACTIONS

Due to related parties

As of December 31, 2023 and 2022, balance due to a related party, Zhang Jian Xin, a legal representative of China Liberal Beijing, amounted to $0.7 million and nil, respectively. This borrowing was used for working capital during the Company’s normal course of business and was at an effective annual interest rate of 3.45% since January 2023 onwards and due on demand.

As of December 31, 2023 and 2022, balance due to a related party, Ms. Ngai Ngai Lam, CEO and Chairwoman of the Company, amounted to $0.3 million and $22,464, respectively. This borrowing was used for working capital during the Company’s normal course of business and was at an effective annual interest rate of 3.45% since May 2023 onwards and due on demand.

As of December 31, 2023 and 2022, balance due to a related party, Zhou Mingbo, a shareholder of the Company, amounted to $0.4 million and $0.4 million, respectively. This borrowing was used for working capital during the Company’s normal course of business and was at an effective annual interest rate of 3.3% and due on demand.

For the years ended December 31, 2023 and 2022, interest expenses were $34,714 and nil, respectively.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

TAXES (Tables)

12 Months Ended

Dec. 31, 2023

TAXES

Schedule of income tax provision

	December 31,		December 31,		December 31,
	2023		2022		2021
Current tax provision
Cayman	$		$		$
BVI		-		-		-
Hong Kong		-		-		-
PRC		1,973		460,040		300,034
Total current tax provision	$	1,973	$	460,040	$	300,034
Deferred tax provision
Cayman		$	$		$
BVI		-		-		-
Hong Kong		-		-		-
PRC		-		-		-
Total deferred tax provision		-		-		-
Income tax provision	$	1,973	$	460,040	$	300,034

Schedule of statutory rates of company

	December 31,			December 31,			December 31,
	2023			2022			2021
China Income tax statutory rate		25.0	%	(25.0		)%		25.0	%
Permanent difference	(16.7		)%		23.1	%		1.1	%
Effect of PRC preferential tax treatment		0.0	%	(31.5		)%	(9.9		)%
Non-PRC entities not subject to PRC income tax	(8.3		)%		70.8	%		15.4	%
Effective tax rate		0.0	%		37.4	%		31.6	%

SEGMENT REPORTING

12 Months Ended

Dec. 31, 2023

SEGMENT REPORTING

SEGMENT REPORTING

NOTE 21 — SEGMENT REPORTING

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, and is identified on the basis of the internal financial reports that are provided to and regularly reviewed by the Company’s chief operating decision maker in order to allocate resources and assess performance of the segment.

In accordance with ASC 280, Segment Reporting, operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance. The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. Management, including the chief operating decision maker, reviews operation results by the revenue of different services. Based on management’s assessment, the Company has determined that it has five operating segments as defined by ASC 280, including Sino-foreign Jointly Managed Academic Programs, textbooks and course material sales, Overseas Study Consulting Services, Technological Consulting Services for Smart Campus Solutions and Tailored Job Readiness Training Services.

Substantially all of the Company’s revenues for the years ended December 31, 2023, 2022 and 2021 were generated from the PRC. As of December 31, 2023 and 2022, a majority of the long-lived assets of the Company are located in the PRC, and therefore, no geographical segments are presented.

The following table presents revenue by service type from the Company’s operations for the years ended December 31, 2023, 2022 and 2021, respectively:

	For the years ended December 31,
	2023		2022		2021

Revenue from Sino-foreign Jointly Managed Academic Programs		-	$	3,343,316	$	2,676,147
Revenue from tailored job readiness training services	$	2,203,169		1,264,411		137,772
Revenue from Overseas Study Consulting Services		-		317,228		36,174
Revenue from Technological Consulting Services for Smart Campus Solutions		683,053		279,380		1,059,453
Revenue from textbook and course material sales		-		13,948		-
Total revenue	$	2,886,222	$	5,218,283	$	3,909,546

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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+ Details

PROPERTY AND EQUIPMENT NET (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Less: accumulated depreciation	$ (872,126)	$ (899,389)
Property and equipment, net	5,157	19,785
Office Equipment And Furniture [Member]
Total property and equipment	590,156	607,501
Electronic equipment [Member]
Total property and equipment	73,033	91,287
Transportation vehicles [Member]
Total property and equipment	214,094	220,386
Subtotal
Total property and equipment	$ 877,283	$ 919,174

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities
Net loss	$ (4,958,744)	$ (1,688,903)	$ (1,249,881)
Net (loss) income from discontinued operations	(1,134,692)	589,349	0
Net loss from continuing operations	(3,824,052)	(2,278,252)	(1,249,881)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Allowance for accounts receivable	(413,669)	611,819	0
Allowance for inventory	18,975	5,392	1,101
Allowance for prepaid expenses and other current assets	65,105	122,930	0
Depreciation of property and equipment	10,657	47,056	18,652
Amortization of intangible assets	63,111	32,365	0
Loss on disposal of subsidiaries	2,285,309	0	0
Non-cash lease expenses	37,399	86,911	91,386
Loss from disposal of property and equipment	0	0	607
Share-based compensation	0	2,832,500	2,288,251
Goodwill impairment	2,734,004	0	0
Changes in operating assets and liabilities:
Accounts receivable, net	3,560,308	1,416,032	(1,504,828)
Contract receivable, net	0	1,898,236	2,781,603
Advance to suppliers	(3,530,625)	4,262,151	(4,355,926)
Inventories net	1,794	(13,760)	(9,469)
Prepaid expenses and other current assets	(60,837)	(54,548)	33,653
Accounts payable	(169,622)	(400,750)	40,239
Contract liabilities	(974,788)	654,742	462,253
Taxes payable	130,472	642,372	90,150
Lease liabilities	(41,829)	97,222	(67,754)
Accrued expenses and other current liabilities	(272,172)	35,656	(40,842)
Net cash provided by (used in) operating activities from continuing operations	(380,460)	9,998,074	(1,420,805)
Net cash used in operating activities from discontinued operations	(3,404,155)	(9,574,477)	0
Net cash (used in) provided by operating activities	(3,784,615)	423,597	(1,420,805)
Cash flows from investing activities
Purchase of property and equipment	0	0	(4,439)
Prepayment for acquisitions	0	0	(1,474,217)
Acquisitions of subsidiaries, net of cash	0	(31,938,273)	0
Disposal of subsidiaries, net of cash	(2,173,659)	0	0
Repayment of advance from related parties	0	0	1,471,113
Net cash used in investing activities from continuing operations	(2,173,659)	(31,938,273)	(7,543)
Net cash used in investing activities from discontinued operations	(63,930)	(612,955)	0
Net cash used in investing activities	(2,237,589)	(32,551,228)	(7,543)
Cash flows from financing activities
Proceeds from advance from a related party	320,041	0	9,415
Proceeds from loans from third parties	1,336,837	996,610	0
Repayment of loans from third parties	(313,177)	0	0
Repayment of due to a related party	0	(91,308)	0
Proceeds from short-term bank loans	26,155	0	0
Net proceeds from issuance of ordinary shares	8,925,000	11,989,949	29,047,088
Net cash provided by financing activities from continuing operations	10,294,856	12,895,251	29,056,503
Net cash provided by financing activities from discontinued operations	2,422,573	0	0
Net cash provided by financing activities	12,717,429	12,895,251	29,056,503
Effect of changes of foreign exchange rates on cash	(7,449)	204,030	34,250
Net increase (decrease) in cash	6,687,776	(19,028,350)	27,662,405
Cash, beginning of year	13,650,071	32,678,421	5,007,449
Cash, end of year	20,337,847	13,650,071	32,678,421
Reconciliation of cash, beginning of year
Cash from continuing operations	12,121,824	32,678,421	5,007,449
Cash from discontinued operations	1,528,247	0	0
Cash, beginning of year	13,650,071	32,678,421	5,007,449
Reconciliation of cash, end of year
Cash from continuing operations	20,337,847	12,121,824	32,678,421
Cash from discontinued operations	0	1,528,247	0
Cash, end of year	20,337,847	13,650,071	32,678,421
Supplemental disclosure of cash flow information:
Cash paid for interest expense	2,648	2,399	40,555
Cash paid for income tax	0	0	0
Supplemental disclosure of non-cash investing and financing activities
Right-of-use assets obtained in exchange for operating lease obligations	61,988	0	0
Acquisition in the form of shares	$ 0	$ 7,700,000	$ 0

ORGANIZATION AND BUSINESS DESCRIPTION

12 Months Ended

Dec. 31, 2023

ORGANIZATION AND BUSINESS DESCRIPTION

ORGANIZATION AND BUSINESS DESCRIPTION

NOTE 1 — ORGANIZATION AND BUSINESS DESCRIPTION

China Liberal Education Holdings Limited (“China Liberal” or the “Company”) was incorporated under the laws of the Cayman Islands on February 25, 2019 as an exempted company with limited liability.

China Liberal owns 100% equity interest of Yi Xin BVI International Investment Limited (“Yi Xin BVI”), a business company incorporated under the laws of the British Virgin Islands (“BVI”) on October 19, 2010.

China Liberal Beijing Education Group Co., Limited (“Boya Hong Kong”), formerly known as Haier International Investment Holding Limited, was incorporated in accordance with the laws and regulations of Hong Kong on May 11, 2011, and changed to its current name on July 19, 2016. Yi Xin BVI owns 100% equity interest in Boya Hong Kong.

China Liberal, Yi Xin BVI and Boya Hong Kong are currently not engaging in any active business operations and are merely acting as holding companies.

China Liberal (Beijing) Education Technology Co., Ltd. (“China Liberal Beijing”) was formed on August 8, 2011, as a Wholly Foreign-Owned Enterprise (“WOFE”) in the People’s Republic of China (the “PRC” or “China”), with the registered capital of RMB33.5 million (approximately $5.1 million). Through December 31, 2018, Boya Hong Kong owned 91.1772% ownership interest in China Liberal Beijing, with the remaining 8.8228% ownership interest owned by five individual shareholders. On February 1, 2019, Boya Hong Kong entered into share transfer agreements with each of the non-controlling shareholders of China Liberal Beijing and completed the acquisition of the 8.8228% non-controlling interest in China Liberal Beijing, for a total price of RMB2.95 million (approximately $453,669). The total value of the non-controlling interest amounted to $540,907 as of the acquisition date. The Company borrowed cash from a related party to make this acquisition payment. After this transaction, China Liberal Beijing became a 100% owned subsidiary of Boya Hong Kong.

China Liberal Fujian Education Technology Group Co., Ltd (“China Liberal Fujian”) was formed on April 19, 2021 in the PRC, with the registered capital of RMB50 million ($7.9 million) as a 100% owned subsidiary of China Liberal Beijing. On October 30, 2023, China Liberal Beijing transferred 100% of the equity interests in China Liberal Fujian to a third party in consideration for RMB10,000 (US$1,412).

On July 14, 2022, the Company closed the transactions contemplated by the Stock Purchase Agreement entered into on June 9, 2022 by and among the Company, China Liberal Beijing, Oriental Wisdom Cultural Development Co., Ltd., the acquired company ("Oriental Wisdom"), and Beijing Cloud Class Technology Co., Ltd., the seller of the acquired company, and completed its acquisition of Oriental Wisdom, an integrated education services provider focusing on operating jointly-managed academic programs in the vocational higher education industry in China.

On September 2, 2022, the Company closed the transactions contemplated by the Stock Purchase Agreement entered into on February 1, 2022 by and among the Company, Wanwang Investment Limited, the acquired company (“Wanwang”), Xiaoshi Huang and Thrive Shine Limited, the sellers of the acquired company, and completed its acquisition of Wanwang. Wanwang, through its subsidiaries, operates two colleges, Fuzhou Melbourne Polytechnic (“FMP”) and Strait College of Mingjiang University (“Strait College”).

On November 2, 2022, the Company entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with AIWAYS Holdings Limited (“AIWAYS”), a global new energy vehicle brand, pursuant to which AIWAYS will merge with a wholly-owned subsidiary of the Company, and the issued and outstanding share capital of AIWAYS will be cancelled in exchange for newly issued shares of the Company on the terms and conditions set forth therein in a transaction exempt from the registration requirements under the Securities Act of 1933, as amended (the “Transaction”). Upon consummation of the Transaction, AIWAYS will become a wholly-owned subsidiary of the Company, and the existing AIWAYS shareholders and existing Company shareholders will own approximately 99.2% and 0.8%, respectively, of the outstanding shares of the combined company. For the purposes of consummating the transactions contemplated by the Merger Agreement, Aiways Automobile and Aiways Merger Sub were both formed on September 29, 2022.

Due to the unsatisfactory business performance of the two colleges operated by Wanwang’s subsidiaries in the academic year of 2022, and uncertainties surrounding the ability of Wanwang’s subsidiaries to continue operating and exercising control over the above-referenced four-year college, as a result of an expected change in governmental policies in the near future, the board of directors of the Company believes it is in the best interests of the Company and its shareholders to restructure the transactions contemplated by the Stock Purchase Agreement, as amended.

On December 28, 2023, the Company enter into a share transfer agreement (the “Share Transfer Agreement”) with Wanwang and Xiaoshi Huang, pursuant to which the Company agreed to transfer all of the equity interests in Wanwang to Xiaoshi Huang in consideration for US$40 million. Xiaoshi Huang also agreed to unconditionally and irrevocably release and discharge the Company and all of the Company’s related parties from any and all claims, debts, obligations and liabilities arising from or in connection with the Contingent Payments under the Stock Purchase Agreement. Additionally, parties to the Share Transfer Agreement agreed that the results of operations of Wanwang from the closing of the transactions contemplated by the Stock Purchase Agreement up to August 31, 2023 shall be consolidated into the Company’s results of operations, and since September 1, 2023, results of operations of Wanwang and any income or losses incurred by Wanwang shall be borne by Xiaoshi Huang.

The transactions contemplated by the Share Transfer Agreement will be closed on such date as will be mutually agreed upon by the parties to the Share Transfer Agreement, but will be no later than two business days after the date on which all closing conditions have been satisfied or waived. The Company expects the transactions to close on or before June 30, 2024.

The Company, through its wholly-owned subsidiaries, is primarily engaged in providing educational services in the PRC under the “China Liberal” brand. The Company offers a wide range of educational services and programs to customers, consisting primarily of Sino-foreign Jointly Managed Academic Programs, sales of textbooks and course material, Overseas Study Consulting Services and technological consulting services provided for targeted Chinese universities / colleges to help them improve their data management system and to optimize their teaching and operating environment (see Note 2). In late 2019, the Company also started to provide tailored job readiness training services to graduating students from the appropriate partner schools so that such students would be better equipped to serve the employer at their respective job positions.

Details of the subsidiaries of the Company as of December 31, 2023 were set out below:

	Date of	Place of	% of	Principal
Name of Entity	Incorporation	Incorporation	Ownership	Activities
China Liberal	February 25, 2019	Cayman Islands	Parent	Investment holding
Yi Xin BVI	October 19, 2010	BVI	100%	Investment holding
Boya Hong Kong	May 11, 2011	Hong Kong	100%	Investment holding
China Liberal Beijing	August 8, 2011	Beijing, PRC	100%	Education service provider
Oriental Wisdom	August 17, 2009	Beijing, PRC	100%	Education service provider
Aiways Automobile	September 29, 2022	Cayman Islands	100%	Investment holding
Aiways Merger Sub	September 29, 2022	Cayman Islands	100%	Investment holding

GOODWILL ON ACQUISITIONS NET (Details Narrative) $ in Millions	12 Months Ended
	Dec. 31, 2022 USD ($)
GOODWILL ON ACQUISITIONS NET (Details)
Goodwill	$ 11.7
Non-cash impairment charge	$ 4.9

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (Tables)

12 Months Ended

Dec. 31, 2023

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY

Schedule of Parent company statements of balance sheet

	2023			2022
ASSETS
Current assets
Prepaid expenses and other current assets	$	14,428			-

Non-current assets
Investment in subsidiaries		66,771,236			62,510,888
Total assets	$	66,785,664		$	62,510,888

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
Due to a related party		209,415			9,415
Accrued expenses and other current liabilities		39,314			17,172
Total liabilities	$	248,729		$	26,587

COMMITMENT AND CONTINGENCIES

SHAREHOLDERS' EQUITY
Ordinary shares, $0.015 par value, 7.5 million shares authorized, 3,351,336 and 2,151,336 shares issued and outstanding at December 31, 2023 and 2022, respectively*		5,028			3,228
Additional paid-in capital*		72,142,580			63,219,380
Accumulated deficits		(5,610,673	)		(738,307	)
Total shareholders’ equity		66,536,935			62,484,301
	,			,
Total liabilities and shareholders’ equity	$	66,785,664		$	62,510,888

Schedule of condensed financial information of parent company

	For the years ended December 31,
	2023			2022			2021
Operating expenses:
General and administrative expenses	$	(1,595,546	)	$	(3,471,403	)	$	(3,016,735	)
Loss from operations	$	(1,595,546	)	$	(3,471,403	)	$	(3,016,735	)
Equity in (loss) earnings of subsidiaries		(3,276,820	)		1,474,867			1,998,855
Net loss and comprehensive loss attributable to the Company	$	(4,872,366	)	$	(1,996,536	)	$	(1,017,880	)

Schedule of Parent company statements of cashflows

	For the Years ended December 31,
	2023			2022			2021
Cash flows from operating activities
Net loss	$	(4,872,366	)	$	(1,996,536	)	$	(1,017,880	)
Share-based compensation		-			2,832,500			-
Adjustments to reconcile net loss to net cash (used in) provided by operating activities
Equity in (loss) earnings of subsidiaries		(3,276,820	)		1,474,867			(2,168,995	)
Prepaid expenses and other current assets		(14,428	)		23,713			(55,639	)
Accrued expenses and other current liabilities		22,143			17,171			-
Net cash (used in) provided by operating activities		(8,141,471	)		2,351,715			(3,242,514	)

Cash flows from financing activities
Investment in subsidiaries		(983,529	)		(14,341,664	)		(2,162,937	)
Proceeds from advance from a related party		200,000			-			-
Net proceeds from issuance of ordinary shares		8,925,000			11,989,949			5,405,451
Net cash provided by (used in) financing activities		8,141,471			(2,351,715	)		3,242,514
Change in cash		-			-			-
Cash, beginning of year		-			-			-
Cash, end of year		-			-			-

CONCENTRATIONS (Details Narrative)	12 Months Ended
CONCENTRATIONS (Details Narrative)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Customer One [Member]
Total outstanding accounts and contracts receivable balance	31.80%	39.80%
SupplierAccountedPurchasePercentage	10.00%	10.00%	10.00%
Customer One [Member] \| Total revenue [Member]
Concentration of credit risk	13.50%	15.80%	48.40%
Customer two [Member]
Total outstanding accounts and contracts receivable balance	29.10%	18.00%
Customer two [Member] \| Total revenue [Member]
Concentration of credit risk	12.20%	13.00%	36.00%
Customer Three [Member]
Total outstanding accounts and contracts receivable balance	16.20%	14.50%
Customer Three [Member] \| Total revenue [Member]
Concentration of credit risk	11.30%
Customer Four [Member]
Total outstanding accounts and contracts receivable balance	14.80%
Customer Four [Member] \| Total revenue [Member]
Concentration of credit risk	11.20%
Customer Five [Member] \| Total revenue [Member]
Concentration of credit risk	10.10%

LEASES (Details 2)	Dec. 31, 2023 USD ($)
LEASES
2024	$ 66,335
2025	33,122
Total future minimum lease payments	99,457
Less imputed interest	(3,522)
Total	$ 95,935

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY - USD ($)	Total	Common Stock	Additional Paid-in Capital	Statutory Reserve	Retained Earnings (Accumulated Deficit)	Accumulated Other Comprehensive (Loss) Gain
Balance, shares at Dec. 31, 2020		467,003
Balance, amount at Dec. 31, 2020	$ 11,640,929	$ 701	$ 9,364,119	$ 551,146	$ 1,565,817	$ 159,146
Issuance of ordinary shares, net, shares		400,000
Issuance of ordinary shares, net, amount	29,047,088	$ 600	29,046,488	0	0	0
Share-based compensation, shares		101,000
Share-based compensation, amount	2,288,251	$ 152	2,288,099	0	0	0
Net loss	(1,249,881)	0	0	0	(1,249,881)	0
Appropriation to statutory reserve	0	0	0	168,658	(168,658)	0
Foreign currency translation gain	232,001	0	0	0	0	232,001
Balance, amount at Dec. 31, 2021	41,958,388	$ 1,453	40,698,706	719,804	147,278	391,147
Balance, Shares at Dec. 31, 2021		968,003
Issuance of ordinary shares, net, shares		533,333
Issuance of ordinary shares, net, amount	11,989,949	$ 800	11,989,149	0	0	0
Share-based compensation, shares		183,333
Share-based compensation, amount	2,832,500	$ 275	2,832,225	0	0	0
Net loss	(1,688,903)	0	0	0	(1,688,903)	0
Appropriation to statutory reserve	0	$ 0	0	286,580	(286,580)	0
Issuance of ordinary shares for acquisition, shares		466,667
Issuance of ordinary shares for acquisition, amount	7,700,000	$ 700	7,699,300	0	0	0
Foreign currency translation loss	(307,633)	0	0	0	0	(307,633)
Balance, amount at Dec. 31, 2022	62,484,301	$ 3,228	63,219,380	1,006,384	(1,828,205)	83,514
Balance, Shares at Dec. 31, 2022		2,151,336
Issuance of ordinary shares, net, shares		1,200,000
Issuance of ordinary shares, net, amount	8,925,000	$ 1,800	8,923,200	0	0	0
Net loss	(4,958,744)	0	0	0	(4,958,744)	0
Appropriation to statutory reserve	0	0	0	0	0	0
Foreign currency translation gain	86,378	0	0	0	0	86,378
Balance, amount at Dec. 31, 2023	$ 66,536,935	$ 5,028	$ 72,142,580	$ 1,006,384	$ (6,786,949)	$ 169,892
Balance, Shares at Dec. 31, 2023		3,351,336

SHAREHOLDERS EQUITY

12 Months Ended

Dec. 31, 2023

SHAREHOLDERS EQUITY

SHAREHOLDERS' EQUITY

NOTE 19 — SHAREHOLDERS’ EQUITY

Ordinary Shares

The authorized share capital of the Company was 50,000,000 shares of par value of $0.001 each prior to November 30, 2023. On November 30, 2023, the authorized share capital of the Company increased from $50,000 divided into 50,000,000 ordinary shares of $0.001 par value each to $7.5 million divided into 7.5 billion ordinary shares of $0.001 par value each. On January 19, 2024, the Company consolidated its ordinary shares of fifteen (15) ordinary shares with par value of $0.001 per share each into one (1) ordinary share with par value of $0.015 per share each. Immediately following the share consolidation, the authorized share capital of the Company became $7.5 million divided into 500,000,000 ordinary shares of $0.015 par value each.

Issuance of ordinary shares

On May 12, 2020, the Company completed its initial public offering of 1,333,333 ordinary shares at a public offering price of $6.00 per share. The gross proceeds were $8 million before deducting underwriting discounts and other offering expenses, resulting in net proceeds of approximately $5.4 million. In connection with the offering, the Company’s ordinary shares began trading on the Nasdaq Capital Market under the symbol “CLEU.”

In March 2021, the Company filed a Registration Statement on Form F-1 to register 6,000,000 ordinary shares of the Company in an effort to offer these shares to potential investors and raise funds as working capital and potential future acquisitions. On April 19, 2021, the Company entered into certain subscription agreements with investors through a self-written public offering, pursuant to which the Company sold an aggregate of 6,000,000 ordinary shares, par value $0.001 per share, at a purchase price of $5.0 per share. The net proceeds to the Company from that offering were $29.0 million.

On February 20, 2022, the Company entered into a subscription agreement (the “Subscription Agreement”) with Ms. Ngai Ngai Lam, the chief executive officer and chairperson of the board of directors of the Company, pursuant to which Ms. Ngai Ngai Lam agreed to subscribe for and purchase, and the Company agreed to issue and sell to Ms. Ngai Ngai Lam, 2,000,000 ordinary shares of the Company, par value $0.001 per share, at a purchase price of $1.50 per ordinary share and an aggregate purchase price of $3.0 million. The net proceeds to the Company from that offering were $3.0 million.

On April 18, 2022, the Company issued and sold a total of 6,000,000 ordinary shares at a price of $1.50 per share to certain accredited investors in a private placement transaction. The net proceeds to the Company from that offering were $9.0 million.

On September 29, 2023, the Company issued and sold a total of 18,000,000 ordinary shares at a price of $0.50 per share to certain accredited investors in a private placement transaction. The net proceeds to the Company from that offering were $8.9 million.

As of December 31, 2023 and 2022, the Company had a total of 3,351,336 and 2,151,336 ordinary shares issued and outstanding, respectively.

Statutory reserve and restricted net assets

The Company’s PRC subsidiaries are restricted in their ability to transfer a portion of their net assets to the Company. The payment of dividends by entities organized in China is subject to limitations, procedures and formalities. Regulations in the PRC currently permit payment of dividends only out of accumulated profits as determined in accordance with accounting standards and regulations in China.

The Company is required to make appropriations to certain reserve funds, comprising the statutory surplus reserve and the discretionary surplus reserve, based on after-tax net income determined in accordance with generally accepted accounting principles of the PRC (“PRC GAAP”). Appropriations to the statutory surplus reserve are required to be at least 10% of the after-tax net income determined in accordance with PRC GAAP until the reserve is equal to 50% of the entity’s registered capital. Appropriations to the discretionary surplus reserve are made at the discretion of the board of directors of the Company (the “Board of Directors”). The statutory reserve may be applied against prior year losses, if any, and may be used for general business expansion and production or increase in registered capital, but are not distributable as cash dividends.

Relevant PRC laws and regulations restrict each of the Company’s PRC subsidiaries from transferring a portion of its net assets, equivalent to its statutory reserves and its share capital, to the Company in the form of loans, advances or cash dividends. Only a PRC subsidiary’s accumulated profits may be distributed as dividends to the Company without the consent of a third party. As of December 31, 2023 and 2022, the restricted amounts as determined pursuant to PRC statutory laws totaled $1.0 million and $1.0 million, respectively, and total restricted net assets amounted to $8.8 million and $7.6 million, respectively.

Share-based compensation

On May 14, 2021, the Board of Directors granted the Company’s independent directors a total of 15,000 ordinary shares, par value $0.001 per share, vested immediately in full upon the grant. The fair value of the ordinary shares granted was $53,251 as of May 14, 2021, based on the market price of the Company’s ordinary share as of the date of the grant. The Company recognized share-based compensation expense of $53,251 for the year ended December 31, 2021.

On December 16, 2021, the Board of Directors granted a total of 1,500,000 ordinary shares, par value of $0.001 per share to 12 employees of the Company under the 2021 Share Incentive Plan, vested immediately in full upon the grant. The fair value of the ordinary shares granted was $2,235,000 as of December 16, 2021, based on the market price of the Company’s ordinary share as of the date of the grant. The Company recognized share-based compensation expense of $2,235,000 for the year ended December 31, 2021.

On October 14, 2022, the Board of Directors granted a total of 2,750,000 ordinary shares, par value of $0.001 per share to 12 employees of the Company, vested immediately in full upon the grant. The fair value of the ordinary shares granted was $2,832,500 as of October 14, 2022, based on the market price of the Company’s ordinary share as of the date of the grant. The Company recognized share-based compensation expense of $2,832,500 for the year ended December 31, 2022.

- Definition

The entire disclosure for equity.

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+ Details

GOING CONCERN UNCERTAINTIES (Details Narrative) $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($)
GOING CONCERN UNCERTAINTIES
Net (loss) income	$ (7.2)
Accumulated losses	(9.0)
Net cash used in operating activities	$ 3.8

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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+ Details

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Prepaid expenses and other current assets	$ 114,732	$ 122,407
Total assets	72,801,367	103,988,552
Total liabilities	6,264,432	41,504,251
Ordinary shares, $0.015 par value, 7.5 million shares authorized, 3,351,336 and 2,151,336 shares issued and outstanding at December 31, 2023 and 2022, respectively*	5,028	3,228
Additional paid-in capital	72,142,580	63,219,380
Accumulated deficits	(6,786,949)	(1,828,205)
Total shareholders' equity	66,536,935	62,484,301	$ 41,958,388	$ 11,640,929
Total liabilities and shareholders' equity	72,801,367	103,988,552
CHINA LIBERAL EDUCATION HOLDINGS LIMITED [Member]
Prepaid expenses and other current assets	14,428	0
Investment in subsidiaries	66,771,236	62,510,888
Total assets	66,785,664	62,510,888
Due to a related party	209,415	9,415
Accrued expenses and other current liabilities	39,314	17,172
Total liabilities	248,729	26,587
Ordinary shares, $0.015 par value, 7.5 million shares authorized, 3,351,336 and 2,151,336 shares issued and outstanding at December 31, 2023 and 2022, respectively*	5,028	3,228
Additional paid-in capital	72,142,580	63,219,380
Accumulated deficits	(5,610,673)	(738,307)
Total shareholders' equity	66,536,935	62,484,301
Total liabilities and shareholders' equity	$ 66,785,664	$ 62,510,888

PROPERTY AND EQUIPMENT NET (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
PROPERTY AND EQUIPMENT NET
Depreciation expense	$ 10,657	$ 47,056	$ 18,652

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Interest expense	$ 34,714	$ 0
Ms. Ngai Ngai Lam [Member]
Due to related party	$ 300,000	22,464
Annual interest rate	3.45%
Zhang Jian Xin [Member]
Due to related party	$ 700,000	0
Annual interest rate	3.45%
Zhou Mingbo [Member]
Due to related party	$ 400,000	$ 400,000
Annual interest rate	3.30%

INTANGIBLE ASSETS NET

12 Months Ended

Dec. 31, 2023

INTANGIBLE ASSETS NET

INTANGIBLE ASSETS, NET

NOTE 11 – INTANGIBLE ASSETS, NET

	December 31,			December 31,
	2023			2022

Online course and software copyrights	$	615,220		$	633,300
Software copyrights		15,649			-
Sub-total		630,869			633,300
Less: accumulated amortization		(279,189	)		(210,028	)
Intangible asset, net	$	351,680		$	423,272

Amortization expense was $63,111, $32,365 and nil for the fiscal years ended December 31, 2023, 2022 and 2021, respectively.

Estimated future amortization expense is as follows:

	Amortization
Twelve months ending December 31,	expense
Fiscal 2024		62,943
Fiscal 2025		62,114
Fiscal 2026		61,522
Fiscal 2027		60,935
Fiscal 2028		54,459
Thereafter		49,707
Total	$	351,680

SEGMENT REPORTING (Tables)

12 Months Ended

Dec. 31, 2023

SEGMENT REPORTING

Summary information by segment for the years

	For the years ended December 31,
	2023		2022		2021

Revenue from Sino-foreign Jointly Managed Academic Programs		-	$	3,343,316	$	2,676,147
Revenue from tailored job readiness training services	$	2,203,169		1,264,411		137,772
Revenue from Overseas Study Consulting Services		-		317,228		36,174
Revenue from Technological Consulting Services for Smart Campus Solutions		683,053		279,380		1,059,453
Revenue from textbook and course material sales		-		13,948		-
Total revenue	$	2,886,222	$	5,218,283	$	3,909,546

ORGANIZATION AND BUSINESS DESCRIPTION (Tables)

12 Months Ended

Dec. 31, 2023

ORGANIZATION AND BUSINESS DESCRIPTION

Schedule of subsidiaries of the Company

	Date of	Place of	% of	Principal
Name of Entity	Incorporation	Incorporation	Ownership	Activities
China Liberal	February 25, 2019	Cayman Islands	Parent	Investment holding
Yi Xin BVI	October 19, 2010	BVI	100%	Investment holding
Boya Hong Kong	May 11, 2011	Hong Kong	100%	Investment holding
China Liberal Beijing	August 8, 2011	Beijing, PRC	100%	Education service provider
Oriental Wisdom	August 17, 2009	Beijing, PRC	100%	Education service provider
Aiways Automobile	September 29, 2022	Cayman Islands	100%	Investment holding
Aiways Merger Sub	September 29, 2022	Cayman Islands	100%	Investment holding

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of Property and equipment

		Useful life
Office equipment and furniture		5 years
Transportation vehicles		5 years
Electronic equipment		5 years

Summary of currency exchange rates

	December 31,	December 31,	December 31,
U.S. Dollar Exchange Rate	2023	2022	2021
Year end spot rate - USD: RMB	US$1=RMB7.0999	US$1=RMB6.8972	US$1=RMB6.3640
Average rate - USD: RMB	US$1=RMB7.0809	US$1=RMB6.7526	US$1=RMB6.4441

	December 31,	December 31,	December 31,
U.S. Dollar Exchange Rate	2023	2022	2021
Year end spot rate - USD: RMB	US$1=RMB7.0999	US$1=RMB6.8972	US$1=RMB6.3640
Average rate - USD: RMB	US$1=RMB7.0809	US$1=RMB6.7526	US$1=RMB6.4441

GOODWILL ON ACQUISITIONS NET (Details) - USD ($)	12 Months Ended
GOODWILL ON ACQUISITIONS NET (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
GOODWILL ON ACQUISITIONS NET (Details)
Goodwill begining balance	$ 9,481,547	$ 0
Acquisition of Oriental Wisdom		9,481,547
Impairment of goodwill in relation to Oriental Wisdom	(2,734,004)
Goodwill ending balance	$ 6,747,543	$ 9,481,547

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details)
Beginning Balance	$ 120,353	$ 0
Movements during the period	65,105	122,930
Exchange rate difference	(3,611)	(2,577)
Ending Balance	$ 181,847	$ 120,353

ACCOUNTS RECEIVABLE NET (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
ACCOUNTS RECEIVABLE NET
Accounts receivable - tailored job readiness training services	$ 1,509,125	$ 1,503,452
Accounts receivable - smart campus projects	113,435	50,144
Sub-total	1,622,560	1,553,596
Less: allowance for doubtful accounts	(169,330)	(598,993)
Accounts receivable, net	$ 1,453,230	$ 954,603

DISCONTINUED OPERATIONS (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Cash	$ 20,337,847	$ 12,121,824
Account receivables, net	1,453,230	954,603
Advance to suppliers	3,521,176	0
Prepaid expenses and other current assets, net	114,732	122,407
TOTAL CURRENT ASSETS	65,594,478	18,411,437
Goodwill	6,747,543	9,481,547
Property and equipment, net	5,157	19,785
Total assets	72,801,367	103,988,552
Account payables	571,432	762,366
Contract liabilities	212,473	251,368
Taxes payable	1,438,658	1,346,992
Accrued expenses and other current liabilities	928,816	1,869,946
TOTAL CURRENT LIABILITIES	6,231,907	19,988,450
TOTAL LIABILITIES	6,264,432	41,504,251
Discontinued Operation Member
Cash	0	1,528,247
Account receivables, net	0	93,206
Advance to suppliers	0	44,105
Prepaid expenses and other current assets, net	0	3,353,307
TOTAL CURRENT ASSETS	0	5,018,865
Goodwill	0	64,194,823
Property and equipment, net	0	10,175,145
Land use right, net	0	1,269,436
TOTAL NON-CURRENT ASSETS	0	75,639,404
Total assets	0	80,658,269
Account payables	0	116,063
Contract liabilities	0	7,520,859
Taxes payable	0	7,973
Accrued expenses and other current liabilities	0	6,714,946
TOTAL CURRENT LIABILITIES	0	14,359,841
Contingent consideration	0	21,515,801
TOTAL LIABILITIES	$ 0	$ 35,875,642

DISCONTINUED OPERATIONS (Tables)

12 Months Ended

Dec. 31, 2023

DISCONTINUED OPERATIONS

Schedule of major classes of assets and liabilities of the discontinued operations

	As of		As of
	December 31,		December 31,
	2023		2022
ASSETS
CURRENT ASSETS
Cash		-	$	1,528,247
Accounts receivable, net		-		93,206
Advance to suppliers		-		44,105
Prepaid expenses and other current assets, net		-		3,353,307
TOTAL CURRENT ASSETS		-	$	5,018,865

NON-CURRENT ASSETS
Goodwill on acquisitions		-		64,194,823
Property and equipment, net		-		10,175,145
Land use right, net		-		1,269,436
TOTAL NON-CURRENT ASSETS		-	$	75,639,404

TOTAL ASSETS		-	$	80,658,269

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable		-		116,063
Contract liabilities		-		7,520,859
Taxes payable		-		7,973
Accrued expenses and other current liabilities		-		6,714,946
TOTAL CURRENT LIABILITIES		-	$	14,359,841

NON-CURRENT LIABILITIES
Contingent consideration		-		21,515,801
TOTAL LIABILITIES		-	$	35,875,642

Schedule of operating results of the discontinued operations

	For the years ended December 31,
	2023			2022

Revenues	$	7,623,039		$	6,385,017
Cost of revenues		(6,564,075	)		(4,413,863	)
Gross profit		1,058,964			1,971,154
Operating expenses		(1,252,331	)		(1,807,103	)
Other expenses		(941,325	)		425,298
(Loss) income before income tax		(1,134,692	)		589,349
Income tax expenses		-			-
(Loss) income from net assets held for sale	$	(1,134,692	)	$	589,349

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Year end spot rate	$ 7.0999	$ 6.8972	$ 6.3640
Average Rate	$ 7.0809	$ 6.7526	$ 6.4441

TAXES PAYABLE (Tables)

12 Months Ended

Dec. 31, 2023

TAXES PAYABLE

Schedule of Taxes payable

	December 31,		December 31,
	2023		2022

Income tax payable	$	840,892	$	865,605
Value added tax payable		559,526		476,254
Other taxes payable		38,240		5,133
Total taxes payable	$	1,438,658	$	1,346,992

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (Details 2) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Net loss	$ (4,958,744)	$ (1,688,903)	$ (1,249,881)
Share-based compensation	0	2,832,500	2,288,251
Prepaid expenses and other current assets	65,105	122,930	0
Net cash (used in) provided by operating activities	(3,784,615)	423,597	(1,420,805)
Proceeds from advance from a related party	320,041	0	9,415
Net proceeds from issuance of ordinary shares	8,925,000	11,989,949	29,047,088
Net cash provided by (used in) financing activities	12,717,429	12,895,251	29,056,503
Change in cash	6,687,776	(19,028,350)	27,662,405
CHINA LIBERAL EDUCATION HOLDINGS LIMITED [Member]
Net loss	(4,872,366)	(1,996,536)	(1,017,880)
Share-based compensation	0	2,832,500	0
Equity in (loss) earnings of subsidiaries	(3,276,820)	1,474,867	(2,168,995)
Prepaid expenses and other current assets	(14,428)	23,713	(55,639)
Accrued expenses and other current liabilities	22,143	17,171	0
Net cash (used in) provided by operating activities	(8,141,471)	2,351,715	(3,242,514)
Investment in subsidiaries	(983,529)	(14,341,664)	(2,162,937)
Proceeds from advance from a related party	200,000	0	0
Net proceeds from issuance of ordinary shares	8,925,000	11,989,949	5,405,451
Net cash provided by (used in) financing activities	8,141,471	(2,351,715)	3,242,514
Change in cash	0	0	0
Cash, beginning of year	0	0	0
Cash, end of year	$ 0	$ 0	$ 0

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2023

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 22 — SUBSEQUENT EVENTS

Management has reviewed events occurring through the date the consolidated financial statements were issued and, except as disclosed elsewhere in the consolidated financial statements, no subsequent events occurred that require accrual or disclosure.

PROPERTY AND EQUIPMENT NET (Tables)

12 Months Ended

Dec. 31, 2023

PROPERTY AND EQUIPMENT NET

Schedule of Property and equipment

	December 31,			December 31,
	2023			2022

Office equipment and furniture	$	590,156		$	607,501
Transportation vehicles		214,094			220,386
Electronic equipment		73,033			91,287
Subtotal		877,283			919,174
Less: accumulated depreciation		(872,126	)		(899,389	)
Property and equipment, net	$	5,157		$	19,785

BUSINESS COMBINATIONS (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Cash	$ 20,337,847	$ 12,121,824
Accounts receivable	1,453,230	954,603
Other receivables	197,340	138,330
Property and equipment, net	5,157	19,785
Right-of-use assets, net	102,509	13,107
Total assets	72,801,367	103,988,552
Accounts payable	(571,432)	(762,366)
Short-term bank loans	(32,191)	(20,784)
Taxes payable	(1,438,658)	(1,346,992)
Less: Total liabilities	(6,264,432)	(41,504,251)
Goodwill	$ 6,747,543	9,481,547
Purchase Acquisition [Member] \| , China Liberal Beijing, Oriental Wisdom, and Beijing Cloud Class Technology Co., Ltd
Cash		4,467
Accounts receivable		687,612
Other receivables		23,211
Property and equipment, net		34,192
Intangible assets, net		468,482
Right-of-use assets, net		233,467
Total assets		1,451,431
Accounts payable		(1,028,338)
Short-term bank loans		(409,572)
Taxes payable		(35,425)
Due to related parties		(82,909)
Lease liability		(45,551)
Accrued expenses and other current liabilities		(1,631,183)
Less: Total liabilities		(3,232,978)
Net tangible liabilities		(1,781,547)
Goodwill		9,481,547
Total fair value of purchase price allocation		7,700,000
Consideration in the form of shares		7,700,000
Total consideration		$ 7,700,000

ACCOUNTS RECEIVABLE NET

12 Months Ended

Dec. 31, 2023

ACCOUNTS RECEIVABLE NET

ACCOUNTS RECEIVABLE, NET

NOTE 5 — ACCOUNTS RECEIVABLE, NET

Accounts receivable, net, consist of the following:

	December 31,			December 31,
	2023			2022

Accounts receivable - tailored job readiness training services	$	1,509,125		$	1,503,452
Accounts receivable - smart campus projects		113,435			50,144
Sub-total		1,622,560			1,553,596
Less: allowance for doubtful accounts		(169,330	)		(598,993	)
Accounts receivable, net	$	1,453,230		$	954,603

The Company routinely evaluates the need for allowance for doubtful accounts based on specifically identified amounts that the management believes to be uncollectible. If the actual collection experience changes, revisions to the allowance may be required. As of December 31, 2023 and 2022, the allowance for doubtful accounts was $0.2 million and $0.6 million, respectively.

The table below show movement of allowance for doubtful accounts:

	December 31,			December 31,
	2023			2022
Movement of allowance for doubtful accounts
Beginning balance	$	598,993			-
Movements during the year		(413,669	)		611,819
Exchange rate difference		(15,994	)		(12,826	)
Ending balance	$	169,330		$	598,993

LOANS FROM THIRD PARTIES

12 Months Ended

Dec. 31, 2023

LOANS FROM THIRD PARTIES

LOANS FROM THIRD PARTIES

NOTE 15 – LOANS FROM THIRD PARTIES

As of December 31, 2023 and 2022, loans from third parties consist of unsecured loans from third parties at a weighted average annual effective interest rate of 23.1% and 8.7% for working capital purposes, respectively. These loans do not have repayment period and are repayable on demand.

INVENTORIES, NET

12 Months Ended

Dec. 31, 2023

INVENTORIES, NET

INVENTORIES, NET

NOTE 7 – INVENTORIES, NET

Inventories, net, consisted of the following:

	December 31,			December 31,
	2023			2022
Inventories	$	192,545		$	200,046
Less: allowance for inventories		(25,052	)		(6,308	)
Inventories, net	$	167,493		$	193,738

The table below show movement of allowance for inventories

	December 31,			December 31,
	2023			2022
Movement of allowance for inventories
Beginning balance	$	6,308		$	1,115
Increased during the year		18,975			5,392
Exchange rate difference		(231	)		(199	)
Ending balance	$	25,052		$	6,308

TAXES (Details) - USD ($)	12 Months Ended
TAXES (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Current tax provision	$ 1,973	$ 460,040	$ 300,034
Income tax provision	1,973	460,040	300,034
Deferred tax provision	0	0	0
Cayman [Member]
Current tax provision	0	0	0
Deferred tax provision	0	0	0
BVI [Member]
Current tax provision	0	0	0
Deferred tax provision	0	0	0
Hong Kong [Member]
Current tax provision	0	0	0
Deferred tax provision	0	0	0
PRC [Member]
Current tax provision	1,973	460,040	300,034
Deferred tax provision	$ 0	$ 0	$ 0

TAXES PAYABLE (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
TAXES PAYABLE
Income tax payable	$ 840,892	$ 865,605
Value added tax payable	559,526	476,254
Other taxes payable	38,240	5,133
Total taxes payable	$ 1,438,658	$ 1,346,992

BUSINESS COMBINATIONS (Details 1) - USD ($)	Dec. 31, 2023	Dec. 28, 2023	Dec. 31, 2022	Sep. 02, 2022
Cash	$ 20,337,847		$ 12,121,824
Other receivables	197,340		138,330
Property and equipment, net	5,157		19,785
Total assets	72,801,367		103,988,552
Accounts payable	(571,432)		(762,366)
Taxes payable	(1,438,658)		(1,346,992)
Less: Total liabilities	(6,264,432)		(41,504,251)
Goodwill	$ 6,747,543		9,481,547
Purchase Acquisition [Member] \| Wanwang, the acquired company, Xiaoshi Huang and Thrive Shine Limited
Cash			7,335,975
Other receivables			951,139
Property and equipment, net			10,154,195
Intangible assets, net			1,284,797
Total assets			19,726,106
Accounts payable			(3,089,786)
Taxes payable			(747)
Accrued expenses and other current liabilities			(18,630,396)
Less: Total liabilities			(21,720,929)
Net tangible liabilities			(1,994,823)
Goodwill			61,994,823
Total fair value of purchase price allocation			60,000,000
Consideration in the form of cash			1,492,772
Consideration in the form of receivables offsetting purchase consideration			39,191,427
Contingency consideration			19,315,801
Total consideration		$ 40,000,000	$ 60,000,000	$ 60,000,000

ACCOUNT RECEIVABLES NET (Tables)

12 Months Ended

Dec. 31, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of accounts receivable

	December 31,			December 31,
	2023			2022

Accounts receivable - tailored job readiness training services	$	1,509,125		$	1,503,452
Accounts receivable - smart campus projects		113,435			50,144
Sub-total		1,622,560			1,553,596
Less: allowance for doubtful accounts		(169,330	)		(598,993	)
Accounts receivable, net	$	1,453,230		$	954,603

Schedule of allowance for doubtful accounts

	December 31,			December 31,
	2023			2022
Movement of allowance for doubtful accounts
Beginning balance	$	598,993			-
Movements during the year		(413,669	)		611,819
Exchange rate difference		(15,994	)		(12,826	)
Ending balance	$	169,330		$	598,993

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of consolidation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.

The consolidated financial statements include the financial statements of the Company and its subsidiaries. Subsidiaries are all entities (including structured entities) over which the Company has control. The Company controls an entity when the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are de-consolidated from the date on which control ceases.

In preparing the consolidated financial statements, transactions, balances and unrealized gains on transactions between group entities are eliminated. Unrealized losses are also eliminated unless the transactions provide evidence of an impairment indicator of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Company.

Uses of estimates

In preparing the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on information as of the date of the consolidated financial statements. Significant estimates required to be made by management include, but are not limited to, the valuation of accounts receivable, advances to suppliers, inventories, receivable from disposal of subsidiaries, goodwill on acquisitions, valuation allowance for deferred tax assets, provision necessary for contingent liabilities and revenue recognition. Actual results could differ from those estimates.

Risks and Uncertainties

The main operations of the Company are located in the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by political, economic, and legal environments in the PRC, as well as by the general state of the PRC economy. The Company’s results may be adversely affected by changes in the political, regulatory and social conditions in the PRC. Although the Company has not experienced losses from these situations and believes that it is in compliance with existing laws and regulations including its organization and structure disclosed in Note 1, such experience may not be indicative of future results.

The Company’s business, financial condition and results of operations may also be negatively impacted by risks related to natural disasters, extreme weather conditions, health epidemics and other catastrophic incidents, which could significantly disrupt the Company’s operations.

Liquidity

For the years ended December 31, 2023, 2022 and 2021, the Company had a net loss. For the year ended December 31, 2023, the Company had a negative cash flow from operations. As of December 31, 2023, the Company had cash of approximately $20.3 million. The Company’s liquidity is influenced by the level of its operations, the numerical volume and dollar value of its sales contracts, the progress of execution on its customer contracts, and the timing of accounts receivable collections. Management believes that the Company’s current cash as of December 31, 2023 will be sufficient to meet its working capital needs for at least the next 12 months from the date of this filing.

The Company intends to finance its future working capital requirements and capital expenditures from cash generated from operating activities. However, the Company may seek additional financings, to the extent required, and there can be no assurances that such financing will be available on favorable terms or at all.

Cash

Cash includes currency on hand and deposits held by banks that can be added or withdrawn without limitation. The Company maintains most of its bank accounts in the PRC and Hong Kong. Cash maintained in banks within the PRC of less than RMB0.5 million (equivalent to $70,424) per bank are covered by “deposit insurance regulation” promulgated by the State Council of the People’s Republic of China. Cash maintained in banks in Hong Kong of less than HKD0.5 million (equivalent to $64,013) per bank are covered by “deposit insurance scheme” oversee by a statutory body, Hong Kong Deposit Protection Board, established under the Deposit Protection Scheme Ordinance. As of December 31, 2023 and 2022, cash at banks in Hong Kong amounted to $20.0 million and $11.7 million, respectively.

Accounts receivable, net

Accounts receivable are recorded net of allowance for uncollectible accounts.

The Company determines the adequacy of reserves for doubtful accounts based on individual account analysis and historical collection trend. The allowance is based on management’s best estimate of specific losses on individual exposures, as well as a provision on historical trends of collections. Actual amounts received may differ from management’s estimate of credit worthiness and the economic environment. Delinquent account balances are written-off against the allowance for doubtful accounts after management has determined that the likelihood of collection is not probable.

Advances to suppliers

Advance to suppliers consists of balances paid to suppliers that have not been provided or received. The Company makes advance payment to suppliers for purchase of equipment and devices in order to undertake the “smart campus” consulting projects for customers. Advances to suppliers are short-term in nature and are reviewed periodically to determine whether their carrying value has become impaired. As of December 31, 2023 and 2022, there was no allowance recorded as the Company considers all of the advances to be fully realizable.

Inventories

Inventories as of December 31, 2023 and 2022 mainly consists of computer components to be sold within our Technological Consulting and Support Services revenue stream. Inventories are stated at the lower of cost or net realizable value. Costs include the cost of raw materials, freight, direct labor and related production overhead. The cost of inventories is calculated using the weighted average method. Any excess of the cost over the net realizable value of each item of inventories is recognized as a provision for diminution in the value of inventories.

Net realizable value is the estimated selling price in the normal course of business less any costs to complete and sell products. The Company evaluates inventories on a yearly basis for its net realizable value adjustments, and reduces the carrying value of those inventories that are obsolete or in excess of the forecasted usage to their estimated net realizable value based on various factors including aging and future demand of each type of inventories.

Lease

The Company determines if an arrangement contains a lease at the inception of a contract. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of- use assets and lease liabilities are recognized at the commencement date based on the present value of the remaining future minimum lease payments. As the interest rate implicit in the Company’s leases is not readily determinable, the Company utilizes its borrowing rates set by the Central Bank of the People’s Republic of China, determined by class of underlying asset, to discount the lease payments.

The Company leases premises for offices under non-cancellable operating leases. Right-of-use assets are expensed over the term of lease. The Company leases do not include options to extend nor any restrictions or covenants. The Company has historically been able to renew its office leases. Under the terms of the lease agreements, the Company has no legal or contractual asset retirement obligations at the end of the lease.

Impairment of long-lived Assets

Long-lived assets with finite lives, primarily property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the estimated cash flows from the use of the asset and its eventual disposition below are the asset’s carrying value, then the asset is deemed to be impaired and written down to its fair value. There were no impairments of these assets as of December 31, 2023 and 2022.

Fair value of financial instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

	·	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, quoted market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable and inputs derived from or corroborated by observable market data.

	·	Level 3 — inputs to the valuation methodology are unobservable.

Unless otherwise disclosed, the fair value of the Company’s financial instruments as of December 31, 2023 and 2022 based upon the short-term nature of the assets and liabilities. The fair value of the contracts receivable also approximates their carrying amount because the receivables were derived from fixed-price contracts and will be settled by cash.

Property and equipment

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization of property and equipment is provided using the straight-line method over their expected useful lives, as follows:

		Useful life
Office equipment and furniture		5 years
Transportation vehicles		5 years
Electronic equipment		5 years

Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in the consolidated statements of income and other comprehensive income in other income or expenses.

Goodwill

In accordance with ASC 350, Intangibles - Goodwill and Other, the Company assesses goodwill for impairment annually as of December 31, and more frequently if events and circumstances indicate that goodwill might be impaired.

Goodwill impairment testing is performed at the reporting unit level. Goodwill is assigned to reporting units at the date the goodwill is initially recorded. Once goodwill has been assigned to reporting units, it no longer retains its association with a particular acquisition, and all of the activities within a reporting unit, whether acquired or internally generated, are available to support the value of the goodwill.

Traditionally, goodwill impairment testing is a two-step process. Step one involves comparing the fair value of the reporting units to its carrying amount. If the carrying amount of a reporting unit is greater than zero and its fair value is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount is greater than the fair value, the second step must be completed to measure the amount of impairment, if any. Step two involves calculating an implied fair value of goodwill.

The Company determines the fair value of its reporting units using an income approach. Under the income approach, the Company determined fair value based on estimated discounted future cash flows of each reporting unit. Determining the fair value of a reporting unit is judgmental in nature and requires the use of significant estimates and assumptions, including revenue growth rates and EBITDA margins, discount rates and future market conditions, among others.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see below), or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognized as of that date.

The measurement period is the period from the date of acquisition to the date the Company obtains complete information about facts and circumstances that existed as of the acquisition date and is subject to a maximum of one year from acquisition date.

Intangible assets

Intangible assets consist primarily of online courses and software copyrights. Intangible assets are stated at cost less accumulated amortization, which are amortized using the composite life method with the estimated useful lives of 10 years.

Accounts payable

Accounts payable represent liabilities for goods and services provided to the Company prior to the end of the financial year which are unpaid. The amounts are unsecured and are paid on normal commercial terms.

Borrowings

Borrowings are recognized initially at fair value, net of upfront fees, debt discounts or premiums, debt issuance costs and other incidental fees. Upfront fees, debt discounts or premiums, debt issuance costs and other incidental fees are recorded as a reduction of the proceeds received and the related accretion is recorded as interest expense in the consolidated income statements over the estimated term of the facilities using the effective interest method.

Revenue recognition

The Company’s revenues are primarily derived from providing a wide range of educational services and programs to customers, as disclosed below.

Revenues are reported net of all value added taxes.

To determine revenue recognition for contracts with customers, the Company performs the following five steps: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.

The Company generates its revenue from the following sources:

Technological Consulting and Support Services

The Company’s technological consulting services utilize the advanced information technology such as cloud computing, mobile internet and big data analytics to provide total solutions to targeted Chinese universities / colleges in order to integrate and improve their teaching, research, student data management, storage and processing, and campus life services, and to optimize their teaching and operating environment and improve operational efficiency. Since late 2020, the Company also started to provide technical support services to business entities in addition to universities/ colleges to help customers to construct and establish multi-location video conference center and other technical solutions. The Company’s technological consulting and support service contracts are primarily on a fixed-price basis, which require the Company to perform services including project planning, project solution and design, data management application customization, installations of hardware equipment and components for digital classrooms and academic experiment centers or labs, integration of hardware and software application, and post-contract continuous maintenance support, based on the specific needs from each customer. Upon delivery of services, project completion inspection and customer acceptance are generally required. In the same contract, it may also include provisions that require the Company to provide post-contract maintenance support for a period ranging from several months to three years after customized solutions and services are delivered.

In addition, some of the Company’s technological consulting service contracts include a difference in timing of when control is, or is deemed to be, transferred and the collection of cash receipts, which are collected over the term of the service arrangement. The timing difference could result in a significant financing component for performance obligations. If a significant financing component is identified, the future cash flows included in the transaction price allocated to the performance obligations are discounted using a discount rate compared to a market-based borrowing rate specific to both the customer and terms of the contract. The resulting present value of the allocated future cash flows is recorded as revenue while the discount amount is considered to be the significant financing component. Future cash flows received from the customer related to the performance obligations are bifurcated between principal repayment of the receivable and the related imputed interest income related to customer financing. The interest income is recorded as financing income within the consolidated statements of income and comprehensive income as providing financing to the customers is a core component under such contracts.

Revenue recognition (Continued)

Technological Consulting and Support Services (continued)

We evaluate “smart campus” solution service contracts and determines whether these contracts contain multiple performance obligations. A performance obligation is a promise to transfer to the customer either (1) a good or service (or a bundle of goods or services) that is distinct; or (2) a series of distinct goods or services that are substantially the same and that have the same pattern of transfer to the customer. Performance obligations in the agreements are identified based on the goods and services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services or goods is separately identifiable from other promises in the contract.

We determine “smart campus” solution and application customization service, installations of hardware and software components, and post-contract continuous maintenance support, as separate performance obligations in the same fixed-fee contract, because our promise to transfer each of these services is separately identifiable from other promises in the contract and the customer can benefit from each service or goods deliver either on its own or together with other resources that are readily available. We allocate contract revenue to the identified separate units based on their relative standalone selling price. The standalone selling price is the price at which an entity would sell a promised good or service separately to a customer. Revenue associated with post-contract continuous maintenance support performance obligation is recognized over the time. Revenue associated with the solution and application customization service and installations of hardware and software components are recognized at a point in time upon completion of the performance obligation is satisfied and accepted by the customers. In instances, where substantive completion inspection and customer acceptance provisions are specified in contracts, revenues are deferred until all inspection and acceptance criteria have been met.

Tailored job readiness training services

In late 2019, the Company also started to provide tailored job readiness training services to graduating students from the appropriate partner schools so that such students would be better equipped to serve the employer at their respective job positions. Similar to Sino-foreign jointly-managed academic programs, the Company forges partnerships with selected Chinese vocational schools or colleges to provide tailored job readiness training services to students. The partner schools utilize their existing administrative ability, campus classrooms and facilities to recruit students into such training programs. The Company selects, recruits and appoints qualified faculty, trainers or professionals to provide trainings and bears related costs, develops and delivers major training content and materials to students to optimize their learning outcome, improve their social and technical skills, coordinate with employers to provide internship job opportunities to students and eventually help students to find appropriate jobs after completion of the trainings and graduation. The Company actively supports and interacts with enrolled students to ensure successful completion of the trainings, which normally takes several months up to three years. The Company’s contracts with partner schools are fixed price contracts, pursuant to which, the Company is to receive a fixed portion of training fees for services rendered. The training fees are collected first by partner schools from enrolled students before the training services get started, and then remitted to the Company. The Company initially records such training service fees as deferred revenue and ratably recognized it as revenue over the training service period as the Company’s performance obligations related to teaching, training, management and other supporting services are carried throughout the training period.

Contract Balances and Remaining Performance Obligations

The Company’s deferred revenue associated with tailored job readiness training services, which were reflected in its consolidated balance sheets as contract liabilities of $0.21 million and $0.25 million as of December 31, 2023 and 2022, respectively, consist primarily of the unsatisfied performance obligations as of the balance sheet dates.

Income taxes

The Company accounts for current income taxes in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognized when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

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. 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. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. No significant penalties or interest relating to income taxes have been incurred during the years ended December 31, 2023, 2022 and 2021. The Company does not believe there was any uncertain tax provision as of December 31, 2023 and 2022.

The Company’s operating subsidiaries in China are subject to the income tax laws of the PRC. No significant income was generated outside the PRC for the fiscal years ended December 31, 2023, 2022 and 2021. As of December 31, 2023, all of the tax returns of the Company’s PRC subsidiaries remain open for statutory examination by PRC tax authorities.

Value added tax (“VAT”)

The PRC government implemented a value-added tax reform pilot program, which replaced the business tax with VAT on selected sectors including but not limited to education in Beijing effective September 1, 2012. In August 2013, the pilot program was expanded nationwide in certain industries. Since May 2016, the change from business tax to VAT are expanded to all other service sectors which used to be subject to business tax. The VAT rates applicable to the Company’s PRC subsidiaries ranged from 3% to 6%.

Share-based compensation

The Company applies ASC 718 (“ASC 718”), Compensation - Stock Compensation, to account for its employee share-based payments. In accordance with ASC 718, the Company determines whether an award should be classified and accounted for as a liability award or an equity award. All the Company’s share-based awards to employees were classified as equity awards.

In accordance with ASC 718, the Company recognizes share-based compensation cost for equity awards to employees with a performance condition based on the probable outcome of that performance condition. Compensation cost is recognized if it is probable that the performance condition will be achieved.

A change in any of the terms or conditions of the awards is accounted for as a modification of the awards. Incremental compensation cost is measured as the excess, if any, of the fair value of the modified award over the fair value of the original award immediately before its terms are modified, measured based on the fair value of the awards and other pertinent factors at the modification date. For vested awards, the Company recognizes incremental compensation cost in the period the modification occurs. For unvested awards, the Company recognizes over the remaining requisite service period, the sum of the incremental compensation cost and the remaining unrecognized compensation cost for the original award on the modification date. If the fair value of the modified award is lower than the fair value of the original award immediately before modification, the minimum compensation cost the Company recognizes is the cost of the original award. When the vesting conditions (or other terms) of the equity awards granted to employees are modified, the Company first determines on the modification date whether the original vesting conditions were expected to be satisfied, regardless of the entity’s policy election for accounting for forfeitures. If the original vesting conditions were not expected to be satisfied, the grant date fair value of the original equity awards are ignored and the fair value of the equity awards measured at the modification date are recognized if the modified awards ultimately vest.

The Company uses the accelerated method to recognize compensation expense for all awards granted. The Company determined the fair value of the awards granted to employees. The Group adopted ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, (“ASU 2016-09”) and elected to account for forfeitures as they occur.

Earnings (loss) per share

Basic EPS is measured as net income (loss) divided by the weighted average ordinary shares outstanding for the period. Diluted presents the dilutive effect on a per share basis of 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 years ended December 31, 2023, 2022 and 2021, there were no dilutive shares.

Related parties

Parties, which can be a corporation or individuals, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

Foreign currency translation

The functional currency for China Liberal, Yi Xin BVI, Aiways Automobile, Aiways Merger Sub and Boya Hong Kong is the U.S Dollar (“US$”). However, China Liberal, Yi Xin BVI, Aiways Automobile, Aiways Merger Sub and Boya Hong Kong currently only serve as the holding companies and did not have active operation as of December 31, 2023. The Company operates primarily through its subsidiaries in the PRC, and the functional currency for these companies in China is the Chinese Yuan (“RMB”). The Company’s consolidated financial statements have been translated into the reporting currency US$. Assets and liabilities of the Company are translated at the exchange rate at each reporting period end date. Equity is translated at historical rates. Income and expense accounts are translated at the average rate of exchange during the reporting period. The resulting translation adjustments are reported under other comprehensive income (loss). Gains and losses resulting from the translations of foreign currency transactions and balances are reflected in the results of operations.

The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into US$ at the rates used in translation.

The following table outlines the currency exchange rates that were used in creating the consolidated financial statements in this report:

	December 31,	December 31,	December 31,
U.S. Dollar Exchange Rate	2023	2022	2021
Year end spot rate - USD: RMB	US$1=RMB7.0999	US$1=RMB6.8972	US$1=RMB6.3640
Average rate - USD: RMB	US$1=RMB7.0809	US$1=RMB6.7526	US$1=RMB6.4441

Comprehensive income (loss)

Comprehensive income (loss) consists of two components, net income and other comprehensive income (loss). The foreign currency translation gain or loss resulting from translation of the financial statements expressed in RMB to US$ is reported in other comprehensive income (loss) in the consolidated statements of income and comprehensive income (loss).

Foreign currency translation

The following table outlines the currency exchange rates that were used in creating the consolidated financial statements in this report:

	December 31,	December 31,	December 31,
U.S. Dollar Exchange Rate	2023	2022	2021
Year end spot rate - USD: RMB	US$1=RMB7.0999	US$1=RMB6.8972	US$1=RMB6.3640
Average rate - USD: RMB	US$1=RMB7.0809	US$1=RMB6.7526	US$1=RMB6.4441

Comprehensive income (loss)

Statement of Cash Flows

In accordance with ASC 230, “Statement of Cash Flows”, cash flows from the Company’s operations are formulated based upon the local currencies. As a result, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets.

Recent accounting pronouncements

The Company considers the applicability and impact of all ASUs. Management periodically reviews new accounting standards that are issued.

In September 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The FASB is issuing the amendments to enhance the transparency and decision usefulness of income tax disclosures. Investors currently rely on the rate reconciliation table and other disclosures, including total income taxes paid, to evaluate income tax risks and opportunities. While investors find these disclosures helpful, they suggested possible enhancements to better (1) understand an entity’s exposure to potential changes in jurisdictional tax legislation and the ensuing risks and opportunities, (2) assess income tax information that affects cash flow forecasts and capital allocation decisions, and (3) identify potential opportunities to increase future cash flows. The FASB decided that the amendments should be effective for public business entities for annual periods beginning after December 15, 2024. Early adoption is permitted. The adoption of this guidance did not have a material impact on its financial position, results of operations and cash flows.

In July 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in ASU 2023-07 improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in ASU 2023-07 improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The adoption of this guidance did not have a material impact on its financial position, results of operations and cash flows.

DISCONTINUED OPERATIONS (Details 1) - USD ($)	12 Months Ended
DISCONTINUED OPERATIONS (Details 1) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenue	$ 2,886,222	$ 5,218,283	$ 3,909,546
COST OF REVENUE	(1,235,370)	(1,184,185)	(1,149,148)
GROSS PROFIT	1,650,852	4,034,098	2,760,398
Operating expenses	(2,585,375)	(5,583,036)	(3,931,088)
Loss before income taxes	(3,822,079)	(1,818,212)	(949,847)
Income tax expenses	(1,973)	(460,040)	(300,034)
Net loss	(4,958,744)	(1,688,903)	$ (1,249,881)
Discontinued Operation Member
Revenue	7,623,039	6,385,017
COST OF REVENUE	(6,564,075)	(4,413,863)
GROSS PROFIT	1,058,964	1,971,154
Operating expenses	(1,252,331)	(1,807,103)
Other expenses	941,325	425,298
Loss before income taxes	(1,134,692)	589,349
Income tax expenses	0	0
Net loss	$ (1,134,692)	$ 589,349

- Definition

The aggregate cost of goods produced and sold and services rendered during the reporting period.

+ References

+ Details

- Definition

Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.

+ References

+ Details

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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+ Details

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

+ References

+ Details

INVENTORIES, NET (Tables)

12 Months Ended

Dec. 31, 2023

INVENTORIES, NET

Schedule of inventory

	December 31,			December 31,
	2023			2022
Inventories	$	192,545		$	200,046
Less: allowance for inventories		(25,052	)		(6,308	)
Inventories, net	$	167,493		$	193,738

Schedule of allowance for inventories

	December 31,			December 31,
	2023			2022
Movement of allowance for inventories
Beginning balance	$	6,308		$	1,115
Increased during the year		18,975			5,392
Exchange rate difference		(231	)		(199	)
Ending balance	$	25,052		$	6,308

LEASES (Details1) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
LEASES
Right-of-use assets	$ 102,509	$ 13,107
Lease liabilities, current	63,410	10,887
Lease liabilities, non-current	32,525	0
Total lease liabilities	$ 95,935	$ 10,887

SHORT TERM BANK LOAN (Tables)

12 Months Ended

Dec. 31, 2023

SHORT TERM BANK LOAN

Schedule of short-term bank loan

	December 31,		December 31,
	2023		2022

Short-term bank loan
China Construction Bank	$	32,191	$	20,784
Total	$	32,191	$	20,784

Schedule Of effective interest rate of unsecured short-term bank loan

Loan

Effective

commencement

maturity

amount

interest

As of December 31, 2023

date

in RMB

in USD

rate

Unsecured short-term bank loan

China Construction Bank

April 7, 2023

April 7, 2024

228,553

32,191

3.8

Total unsecured short-term bank loan

228,553

32,191

Loan

Effective

commencement

maturity

amount

interest

As of December 31, 2022

date

in RMB

in USD

rate

Unsecured short-term bank loan

China Construction Bank

April 27, 2022

April 27, 2023

143,353

20,784

4.7

Total unsecured short-term bank loan

143,353

20,784

PREPAID EXPENSES AND OTHER ASSETS, NET (Tables)

12 Months Ended

Dec. 31, 2023

PREPAID EXPENSES AND OTHER ASSETS, NET

Schedule of Prepaid expenses and other assets

	December 31,			December 31,
	2023			2022

Security deposits		83,691			59,774
Prepaid expenses		15,548			44,656
Other receivables¹		197,340			138,330
Subtotal		296,579			242,760
Allowance for doubtful accounts		(181,847	)		(120,353	)
Prepaid expenses and other current assets, net	$	114,732		$	122,407

Schedule of movement of allowance for doubtful accounts

	December 31,			December 31,
	2023			2022
Movement of allowance for doubtful accounts
Beginning balance	$	120,353			-
Movements during the period		65,105			122,930
Exchange rate difference		(3,611	)		(2,577	)
Ending balance	$	181,847		$	120,353

GOING CONCERN UNCERTAINTIES

12 Months Ended

Dec. 31, 2023

GOING CONCERN UNCERTAINTIES

GOING CONCERN UNCERTAINTIES

NOTE 2 — GOING CONCERN UNCERTAINTIES

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future.

The financial statements have been prepared on a going concern basis, which assumes the Company will continue its operations in the foreseeable future and that the Company will be able to realize its assets and discharge its liabilities in the normal course of operations. As disclosed the financial statements, the Company incurred a net loss of $7.2 million for the fiscal year ended December 31, 2023. As of December 31, 2023, the Company’s accumulated losses were $9.0 million and net cash used in operating activities were $3.8 million. The continuation of the Company as a going concern through the next twelve months is dependent upon the continued financial support from its shareholders.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. Management believes that the actions presently being taken to obtain additional funding and implement its strategic plan provides the opportunity for the Company to continue as a going concern.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
REVENUE	$ 2,886,222	$ 5,218,283	$ 3,909,546
COST OF REVENUE	(1,235,370)	(1,184,185)	(1,149,148)
GROSS PROFIT	1,650,852	4,034,098	2,760,398
OPERATING EXPENSES
Allowance for doubtful accounts	329,589	734,750	0
Selling expenses	(230,061)	(282,099)	(152,759)
General and administrative expenses	(2,684,903)	(4,566,187)	(3,778,329)
Total operating expenses	(2,585,375)	(5,583,036)	(3,931,088)
LOSS FROM OPERATIONS	(934,523)	(1,548,938)	(1,170,690)
OTHER (EXPENSES) INCOME
Goodwill impairment	(2,734,004)	0	0
Interest income	2,043	10,155	94,195
Interest expenses	(289,677)	(136,588)	(3,145)
Government subsidy income	11,254	6,887	0
Other income, net	122,828	(149,728)	129,793
Total other (expenses) income, net	(2,887,556)	(269,274)	220,843
Loss before income taxes	(3,822,079)	(1,818,212)	(949,847)
Income tax expenses	(1,973)	(460,040)	(300,034)
Net loss from continuing operations	(3,824,052)	(2,278,252)	(1,249,881)
Discontinued operations
Net (loss) income from discontinued operations, net of tax	(1,134,692)	589,349	0
Net loss	(4,958,744)	(1,688,903)	(1,249,881)
COMPREHENSIVE INCOME (LOSS)
Total currency translation differences arising from consolidation	86,378	(307,633)	232,001
TOTAL COMPREHENSIVE LOSS	$ (4,872,366)	$ (1,996,536)	$ (1,017,880)
Loss per share
Basic and diluted	$ (1.65)	$ (1.94)	$ (1.81)
Weighted average number of shares outstanding
Basic and diluted	2,321,643	1,175,156	691,238

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of consolidation

Uses of estimates

Risks and Uncertainties

Liquidity

Cash

Accounts receivable, net

Accounts receivable are recorded net of allowance for uncollectible accounts.

Advances to suppliers

Inventories

Lease

Impairment for long-lived assets

Fair value of financial instruments

	·	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, quoted market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable and inputs derived from or corroborated by observable market data.

	·	Level 3 — inputs to the valuation methodology are unobservable.

Property and equipment

		Useful life
Office equipment and furniture		5 years
Transportation vehicles		5 years
Electronic equipment		5 years

The Company’s revenues are primarily derived from providing a wide range of educational services and programs to customers, as disclosed below.

Revenues are reported net of all value added taxes.

The Company generates its revenue from the following sources:

Technological Consulting and Support Services

Revenue recognition (Continued)

Technological Consulting and Support Services (continued)

Tailored job readiness training services

Contract Balances and Remaining Performance Obligations

Income taxes

Value Added Tax ("VAT")

Share-based compensation

Earnings (loss) per share

Related parties

Foreign currency translation

The following table outlines the currency exchange rates that were used in creating the consolidated financial statements in this report:

	December 31,	December 31,	December 31,
U.S. Dollar Exchange Rate	2023	2022	2021
Year end spot rate - USD: RMB	US$1=RMB7.0999	US$1=RMB6.8972	US$1=RMB6.3640
Average rate - USD: RMB	US$1=RMB7.0809	US$1=RMB6.7526	US$1=RMB6.4441

The following table outlines the currency exchange rates that were used in creating the consolidated financial statements in this report:

	December 31,	December 31,	December 31,
U.S. Dollar Exchange Rate	2023	2022	2021
Year end spot rate - USD: RMB	US$1=RMB7.0999	US$1=RMB6.8972	US$1=RMB6.3640
Average rate - USD: RMB	US$1=RMB7.0809	US$1=RMB6.7526	US$1=RMB6.4441

Comprehensive income (loss)

Statement of Cash Flows

Recent Accounting Pronouncements

The Company considers the applicability and impact of all ASUs. Management periodically reviews new accounting standards that are issued.

LEASES

12 Months Ended

Dec. 31, 2023

LEASES

LEASES

NOTE 18 — LEASES

The Company leases office spaces for its headquarter office under non-cancelable operating lease agreement with expiration date in August 2025. Lease expense for the years ended December 31, 2023, 2022 and 2021 was $37,399, $86,911 and $91,386, respectively.

As of December 31, 2023 and 2022, the remaining lease term was 1.7 years and 5 months, respectively. The Company’s lease agreements do not provide a readily determinable implicit rate nor is it available to the Company from its lessors. Instead, the Company estimates its incremental borrowing rate based on actual incremental borrowing for 2023 and based on the benchmark lending rate for three-year loans as published by China’s central bank for 2023 to discount lease payments to present value. The weighted-average discount rate of the Company’s operating leases was 4.75% and 3.85%, as of December 31, 2023 and 2022, respectively.

Supplemental balance sheet information related to operating leases was as follows:

A summary of lease cost is as follows:

	2023		2022		2021
Amortization of right-of-use assets	$	37,399	$	86,911	$	91,386
Interest on lease liabilities	$	2,077	$	296	$	3,145

	December 31,		December 31,
	2023		2022
Right-of-use assets	$	102,509	$	13,107

Lease liabilities, current		63,410		10,887
Lease liabilities, non-current		32,525		-
Total lease liabilities	$	95,935	$	10,887

As of December 31, 2023, maturities of lease liability were as follows:

	As of
	December 31,
Twelve months ending December 31,	2023
2024	$	66,335
2025		33,122
Total Future minimum lease payments		99,457
Less: Imputed interest		(3,522	)
Total	$	95,935

LEASES (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
LEASES
Amortization of right-of-use assets	$ 37,399	$ 86,911	$ 91,386
Interest on lease liabilities	$ 2,077	$ 296	$ 3,145

INTANGIBLE ASSETS NET (Tables)

12 Months Ended

Dec. 31, 2023

INTANGIBLE ASSETS NET

Schedule of intangible assets

	December 31,			December 31,
	2023			2022

Online course and software copyrights	$	615,220		$	633,300
Software copyrights		15,649			-
Sub-total		630,869			633,300
Less: accumulated amortization		(279,189	)		(210,028	)
Intangible asset, net	$	351,680		$	423,272

Schedule of estimated future amortization expense

	Amortization
Twelve months ending December 31,	expense
Fiscal 2024		62,943
Fiscal 2025		62,114
Fiscal 2026		61,522
Fiscal 2027		60,935
Fiscal 2028		54,459
Thereafter		49,707
Total	$	351,680

ADVANCE TO SUPPLIERS

12 Months Ended

Dec. 31, 2023

ADVANCE TO SUPPLIERS

ADVANCE TO SUPPLIERS

NOTE 6 — ADVANCE TO SUPPLIERS

In connection with the technological consulting services provided to Chinese universities / colleges for the “smart campus” projects, the Company made advance payment to suppliers for purchase of electronic sensors, smartboards, projectors, LED display panels, high definition classroom audio and sound system and other lab-based equipment. The balances of advance to suppliers were $3.5 million and nil as of December 31, 2023 and 2022, respectively. There was no allowance recorded as the Company considers all of the advances fully realizable.

INVENTORIES, NET (Details 1) - USD ($)	12 Months Ended
INVENTORIES, NET (Details 1) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
INVENTORIES, NET
Beginning balance	$ 6,308	$ 1,115
Increased during the year	18,975	5,392
Exchange rate difference	(231)	(199)
Ending balance	$ 25,052	$ 6,308

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Intangible assets useful lives	10 years
Contract liabilities	$ 210,000	$ 250,000
Cash	20,337,847	12,121,824
PRC [Member]
Cash	70,424
Hong Kong [Member]
Cash	64,013
Cash at bank	20,000,000.0	$ 11,700,000
Common Stocks
Cash	$ 20,300,000
Descriptions of value added tax	The VAT rates applicable to the Company’s PRC subsidiaries ranged from 3% to 6%

- Definition

Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation.

+ References + Details

PREPAID EXPENSES AND OTHER ASSETS, NET

12 Months Ended

Dec. 31, 2023

PREPAID EXPENSES AND OTHER ASSETS, NET

PREPAID EXPENSES AND OTHER ASSETS, NET

NOTE 8 — PREPAID EXPENSES AND OTHER ASSETS, NET

Prepaid expenses and other assets, net, consisted of the following:

	December 31,			December 31,
	2023			2022

Security deposits		83,691			59,774
Prepaid expenses		15,548			44,656
Other receivables¹		197,340			138,330
Subtotal		296,579			242,760
Allowance for doubtful accounts		(181,847	)		(120,353	)
Prepaid expenses and other current assets, net	$	114,732		$	122,407

(1) Other receivable primarily includes expenses paid on behalf of customers which will be reimbursed from the customers upon completion of tasks and submission of necessary documents for reimbursement.

The table below show movement of allowance for doubtful accounts:

	December 31,			December 31,
	2023			2022
Movement of allowance for doubtful accounts
Beginning balance	$	120,353			-
Movements during the period		65,105			122,930
Exchange rate difference		(3,611	)		(2,577	)
Ending balance	$	181,847		$	120,353

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	Dec. 31, 2023
Office Equipment And Furniture [Member]
Estimated useful lives of the assets	5 years
Transportation Vehicles [Member]
Estimated useful lives of the assets	5 years
Electronic equipment [Member]
Estimated useful lives of the assets	5 years

SHORTTERM BANK LOAN (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Short-term bank loan	$ 32,191	$ 20,784
China Construction Bank [Member]
Short-term bank loan	$ 32,191	$ 20,784

ACCOUNTS RECEIVABLE NET (Details Narrative) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
ACCOUNTS RECEIVABLE NET
Accounts receivable allowance for doubtful accounts	$ 0.2	$ 0.6

Cover	12 Months Ended
Cover	Dec. 31, 2023 shares
Document Information Line Items
Entity Registrant Name	China Liberal Education Holdings Limited
Entity Central Index Key	0001775085
Document Type	20-F
Amendment Flag	false
Entity Voluntary Filers	No
Current Fiscal Year End Date	--12-31
Entity Well Known Seasoned Issuer	No
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Dec. 31, 2023
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding	49,598,333
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-39259
Entity Incorporation State Country Code	E9
Entity Address Address Line 1	7th Floor, Building 5, No. 2 Zhenxing Road
Entity Address Address Line 2	Changping District
Entity Address City Or Town	Beijing
Entity Address Country	CN
Entity Address Postal Zip Code	102299
Icfr Auditor Attestation Flag	false
Auditor Name	Audit Alliance LLP
Auditor Location	Singapore
Auditor Firm Id	3487
Security 12b Title	Ordinary Shares
Trading Symbol	CLEU
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Document Registration Statement	false
Document Accounting Standard	U.S. GAAP
Business Contact [Member]
Document Information Line Items
Entity Address Address Line 1	7th Floor, Building 5, No. 2 Zhenxing Road
Entity Address Address Line 2	Changping District
Entity Address City Or Town	Beijing
Entity Address Country	CN
Entity Address Postal Zip Code	102299
City Area Code	+86
Local Phone Number	10-6597-8118
Contact Personnel Name	Ms. Ngai Ngai Lam

DISCONTINUED OPERATIONS

12 Months Ended

Dec. 31, 2023

DISCONTINUED OPERATIONS

DISCONTINUED OPERATIONS

NOTE 23 – DISCONTINUED OPERATIONS

In accordance with ASC 205-20, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, a disposal of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when the components of an entity meets the criteria in paragraph 205-20-45-1E to be classified as held for sale. When all of the criteria to be classified as held for sale are met, including management, having the authority to approve the action, commits to a plan to sell the entity, the major current assets, other assets, current liabilities, and non-current liabilities shall be reported as components of total assets and liabilities separate from those balances of the continuing operations. At the same time, the results of all discontinued operations, less applicable income taxes (benefit), shall be reported as components of net income (loss) separate from the net income (loss) of continuing operations in accordance with ASC 205-20-45.

The carrying amount of the major classes of assets and liabilities of the discontinued operations as of December 31, 2023 and 2022 consist of the following：

	As of		As of
	December 31,		December 31,
	2023		2022
ASSETS
CURRENT ASSETS
Cash		-	$	1,528,247
Accounts receivable, net		-		93,206
Advance to suppliers		-		44,105
Prepaid expenses and other current assets, net		-		3,353,307
TOTAL CURRENT ASSETS		-	$	5,018,865

NON-CURRENT ASSETS
Goodwill on acquisitions		-		64,194,823
Property and equipment, net		-		10,175,145
Land use right, net		-		1,269,436
TOTAL NON-CURRENT ASSETS		-	$	75,639,404

TOTAL ASSETS		-	$	80,658,269

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable		-		116,063
Contract liabilities		-		7,520,859
Taxes payable		-		7,973
Accrued expenses and other current liabilities		-		6,714,946
TOTAL CURRENT LIABILITIES		-	$	14,359,841

NON-CURRENT LIABILITIES
Contingent consideration		-		21,515,801
TOTAL LIABILITIES		-	$	35,875,642

The summarized operating results of the discontinued operations included in the Company’s consolidated statements of operations consist of the following:

	For the years ended December 31,
	2023			2022

Revenues	$	7,623,039		$	6,385,017
Cost of revenues		(6,564,075	)		(4,413,863	)
Gross profit		1,058,964			1,971,154
Operating expenses		(1,252,331	)		(1,807,103	)
Other expenses		(941,325	)		425,298
(Loss) income before income tax		(1,134,692	)		589,349
Income tax expenses		-			-
(Loss) income from net assets held for sale	$	(1,134,692	)	$	589,349

GOODWILL ON ACQUISITIONS, NET

12 Months Ended

Dec. 31, 2023

GOODWILL ON ACQUISITIONS, NET

GOODWILL ON ACQUISITIONS, NET

NOTE 9 — GOODWILL ON ACQUISITIONS, NET

During the year ended December 31, 2022, the Company completed an acquisition. The acquisition was expected to strengthen the Company’s business expansion and to generate synergy with the Company’s organic business. The results of the acquired entity’s operations have been included in the Company’s consolidated financial statements since the date of acquisition. The Company completed the valuation necessary to assess the fair value of the acquired assets and liabilities, resulting from which the amounts of goodwill were determined and recognized as of the acquisition date.

As of December 31, 2022, management had recorded a total provisional goodwill of $11.7 million arising from acquisition. As of December 31, 2023, management completed a quantitative goodwill impairment analysis and indicated an impairment of Oriental Wisdom and recorded a non-cash impairment charge of $4.9 million. The final goodwill arising from the acquisitions is dependent on the completion of the valuation of the assets acquired and liabilities assumed (including any intangible assets). Adjustments to the provisional amount may be required upon finalization of the valuation of net assets. There is a twelve-month period to finalize the purchase price allocation, accordingly management's assessment is provisional at this time.

Goodwill arising from the business combinations, which are not tax deductible, are mainly attributable to synergies expected to be achieved from the acquisitions.

The movement of goodwill for the years ended December 31, 2023 and 2022 are as follows:

	Total
Balance as of December 31, 2021		-
Acquisition of Oriental Wisdom	$	9,481,547
Balance as of December 31, 2022		9,481,547
Impairment of goodwill in relation to Oriental Wisdom		(2,734,004	)
Balance as of December 31, 2023	$	6,747,543

CONTRACT LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2023

CONTRACT LIABILITIES

Schedule of Contracts liabilities

	December 31,		December 31,
	2023		2022

Contract liabilities - tailored job readiness training services	$	212,473	$	251,368
Total	$	212,473	$	251,368

INTANGIBLE ASSETS NET (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
INTANGIBLE ASSETS NET
Online course and software copyrights	$ 615,220	$ 633,300
Software copyrights	15,649	0
Sub-total	630,869	633,300
Less: accumulated amortization	(279,189)	(210,028)
Intangible asset, net	$ 351,680	$ 423,272

BUSINESS COMBINATIONS (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 28, 2023	Dec. 31, 2022	Sep. 02, 2022	Jul. 14, 2022
Total provisional goodwill			$ 73,676,370
Common stock price per shares	$ 0.015		$ 0.015
Issuance of common stock shares	3,351,336		2,151,336
Purchase Acquisition [Member] \| Oriental Wisdom [Member]
Total consideration					$ 9,900,000
Common stock price per shares				$ 1.10
Contingent consideration				$ 7,700,000
Issuance of common stock shares				7,000,000
Total consideration, cash				$ 2,200,000
Purchase Acquisition [Member] \| Wanwang, the acquired company, Xiaoshi Huang and Thrive Shine Limited
Total consideration		$ 40,000,000	$ 60,000,000	60,000,000
Total consideration, prepaid				150,000
Contingent consideration				19,300,000
Total consideration, cash				$ 40,700,000

BUSINESS COMBINATIONS

12 Months Ended

Dec. 31, 2023

BUSINESS COMBINATIONS

BUSINESS COMBINATION

NOTE 4 – BUSINESS COMBINATIONS

During the year ended December 31, 2022, the Company completed two acquisitions. These acquisitions are expected to strengthen the Company’s business expansion and to generate synergy with the Company’s organic business. The results of the acquired entities’ operations have been included in the Company’s consolidated financial statements since their respective dates of acquisition. The Company completed the valuation necessary to assess the fair value of the acquired assets and liabilities, resulting from which the amounts of goodwill were determined and recognized as of the respective acquisition dates.

Management has recorded a total provisional goodwill of $73,676,370 arising from the two acquisitions below. The final goodwill arising from the above acquisitions is dependent on the completion of the valuation of the assets acquired and liabilities assumed (including any intangible assets). Adjustments to the provisional amount may be required upon finalization of the valuation of net assets. There is a twelvemonth period to finalize the purchase price allocation, accordingly we noted that Management's assessment is provisional at this time.

Goodwill arising from the business combinations, which are not tax deductible, are mainly attributable to synergies expected to be achieved from the acquisitions.

On July 14, 2022, the Company closed the transactions contemplated by the Stock Purchase Agreement entered into on June 9, 2022 by and among the Company, China Liberal Beijing, Oriental Wisdom, and Beijing Cloud Class Technology Co., Ltd., the seller of the acquired company, and completed its acquisition of Oriental Wisdom at a total consideration of $9.9 million (consisted of issuance of 7 million ordinary shares worth $7.7 million at $1.10 per ordinary share and contingent consideration of $2.2 million). Oriental Wisdom is an integrated education services provider focusing on operating jointly managed academic programs in the vocational higher education industry in China.

The allocation of the purchase price as of the date of acquisition is summarized as follows:

	For the
	year ended
	December 31,
	2022
Cash	$	4,467
Accounts receivable		687,612
Other receivables		23,211
Property and equipment, net		34,192
Intangible assets, net		468,482
Right-of-use assets, net		233,467
Total assets	$	1,451,431

Accounts payable	$	(1,028,338	)
Short-term bank loans		(409,572	)
Taxes payable		(35,425	)
Due to related parties		(82,909	)
Lease liability		(45,551	)
Accrued expenses and other current liabilities		(1,631,183	)
Less: Total liabilities	$	(3,232,978	)

Net tangible liabilities	$	(1,781,547	)
Goodwill		9,481,547
Total fair value of purchase price allocation	$	7,700,000

Consideration in the form of shares	$	7,700,000
Total consideration	$	7,700,000

On September 2, 2022, the Company closed the transactions contemplated by the Stock Purchase Agreement entered into on February 1, 2022 by and among the Company, Wanwang, the acquired company, Xiaoshi Huang and Thrive Shine Limited, the sellers of the acquired company, and completed its acquisition of Wanwang at a total consideration of $60 million (consisted of $40.7 million in cash of which $1.5 million was prepaid in 2021 and contingent consideration of $19.3 million). Wanwang, through its subsidiaries, operates two colleges, FMP and Strait College.

	For the
	year ended
	December 31,
	2022
Cash	$	7,335,975
Other receivables		951,139
Property and equipment, net		10,154,195
Intangible assets, net		1,284,797
Total assets	$	19,726,106

Accounts payable	$	(3,089,786	)
Taxes payable		(747	)
Accrued expenses and other current liabilities		(18,630,396	)
Less: total liabilities	$	(21,720,929	)

Net tangible liabilities	$	(1,994,823	)
Goodwill		61,994,823
Total fair value of purchase price allocation	$	60,000,000

Consideration in the form of cash (prepaid in fiscal 2021)	$	1,492,772
Consideration in the form of receivables offsetting purchase consideration		39,191,427
Contingency consideration		19,315,801
Total consideration	$	60,000,000

TAXES (Details 1)	12 Months Ended
TAXES (Details 1)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
TAXES
China Income tax statutory rate	25.00%	25.00%	25.00%
Permanent difference	(16.70%)	23.10%	1.10%
Effect of PRC preferential tax treatment	0.00%	(31.50%)	(9.90%)
Non-PRC entities not subject to PRC income tax	(8.30%)	70.80%	15.40%
Effective tax rate	0.00%	37.40%	31.60%

DISCONTINUED OPERATIONS (Details Narrative)	12 Months Ended
DISCONTINUED OPERATIONS (Details Narrative)	Dec. 31, 2023
Description of share transfer agreement	the Company agreed to transfer all of the equity interests in Wanwang to Xiaoshi Huang in consideration for US$40 million
Discontinued Operation Member
Description of share transfer agreement	the Company agreed to transfer all of the equity interests in Wanwang to Xiaoshi Huang in consideration for US$40 million

SHORTTERM BANK LOAN (Details 1) - USD ($)	12 Months Ended
SHORTTERM BANK LOAN (Details 1) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Total Unsecured short Term Bank Loan [Member]
Loan amount in RMB	$ 228,553	$ 143,353
Unsecured short-term bank loan	32,191	20,784
China Construction Bank [Member]
Loan amount in RMB	228,553	143,353
Unsecured short-term bank loan	$ 32,191	$ 20,784
Loan commencement date	Apr. 07, 2023	Apr. 27, 2022
Loan maturity date	Apr. 07, 2024	Apr. 27, 2023
Interest rate	3.80%	4.70%

SHORT TERM BANK LOAN

12 Months Ended

Dec. 31, 2023

SHORT TERM BANK LOAN

SHORT-TERM BANK LOAN

NOTE 13 – SHORT-TERM BANK LOAN

Short-term bank loan consists of the following:

	December 31,		December 31,
	2023		2022

Short-term bank loan
China Construction Bank	$	32,191	$	20,784
Total	$	32,191	$	20,784

The following table summarizes the loan commencement date, loan maturity date, loan amount in RMB and its equivalent to the United States dollar, and the effective interest rate of unsecured short-term bank loan:

Loan

Effective

commencement

maturity

amount

interest

As of December 31, 2023

date

in RMB

in USD

rate

Unsecured short-term bank loan

China Construction Bank

April 7, 2023

April 7, 2024

228,553

32,191

3.8

Total unsecured short-term bank loan

228,553

32,191

Loan

Effective

commencement

maturity

amount

interest

As of December 31, 2022

date

in RMB

in USD

rate

Unsecured short-term bank loan

China Construction Bank

April 27, 2022

April 27, 2023

143,353

20,784

4.7

Total unsecured short-term bank loan

143,353

20,784

SHAREHOLDERS EQUITY (Details Narrative) - USD ($)			1 Months Ended							12 Months Ended
SHAREHOLDERS EQUITY (Details Narrative) - USD ($)	Oct. 14, 2022	May 12, 2020	Nov. 30, 2023	Sep. 29, 2023	Apr. 18, 2022	Feb. 20, 2022	Dec. 16, 2021	Apr. 19, 2021	Mar. 31, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	May 14, 2021
Ordinary shares authorized										50,000,000	50,000,000
Ordinary shares authorized										7,500,000	7,500,000.0
Ordinary shares par value	$ 0.001						$ 0.001			$ 0.001	$ 0.001
Total restricted net assets										$ 8,800,000	$ 7,600,000
Restricted amount										$ 1,000,000.0	$ 1,000,000.0
Share based compensation expense	$ 2,832,500						$ 2,235,000					$ 53,251
Registration Statement, description									Form F-1 to register 6,000,000 ordinary shares of the Company in an effort to offer these shares to potential investors and raise funds as working capital and potential future acquisitions
Description of authorized capital shares			the authorized share capital of the Company increased from $50,000 divided into 50,000,000 ordinary shares of $0.001 par value each to $7.5 million divided into 7.5 billion ordinary shares of $0.001 par value each
Ordinary sharers granted	2,750,000						1,500,000
Ordinary sharers issued										3,351,336	2,151,336
Ordinary sharers outstanding										3,351,336	2,151,336
Proceeds from issuance of shares, net										$ 8,925,000	$ 11,989,949	$ 29,047,088
Fair value of ordinary share granted	$ 2,832,500						$ 2,235,000
January 19 2024 [Member]
Ordinary shares authorized										500,000,000	50,000,000
Authorized capital shares amount										$ 7,500,000
Ordinary shares par value										$ 0.015	$ 0.015
Description of authorized capital shares										the Company consolidated its ordinary shares of fifteen (15) ordinary shares with par value of $0.001 per share each into one (1) ordinary share with par value of $0.015 per share each
Chief executive officer and chairperson [Member]
Ordinary shares par value						$ 0.001
Ordinary sharers issued						2,000,000
Price per share						$ 1.50
Proceeds from issuance of offering, gross						$ 3,000,000.0
Aggregate purchase price						$ 3,000,000.0
Independent directors [Member]
Ordinary shares par value													$ 0.001
Ordinary sharers granted													15,000
Fair value of ordinery shares													$ 53,251
Initial Public Offering [Member]
Ordinary shares par value		$ 6.00						$ 0.001
Ordinary sharers issued		1,333,333						6,000,000
Proceeds from issuance of shares, net		$ 5,400,000
Proceeds from issuance of shares, gross		$ 8,000,000
Private Placement [Member]
Ordinary sharers issued				18,000,000	6,000,000
Price per share				$ 0.50	$ 1.50
Proceeds from issuance of offering, gross				$ 8,900,000	$ 9,000,000.0
Common Stocks
Price per share								$ 5.0
Proceeds from issuance of offering, gross								$ 29,000,000.0

INTANGIBLE ASSETS NET (Details Narrative) - USD ($)	12 Months Ended
INTANGIBLE ASSETS NET (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
INTANGIBLE ASSETS NET
Amortization expense for intangible assets	$ 63,111	$ 32,365	$ 0

SEGMENT REPORTING (Details) - USD ($)	12 Months Ended
SEGMENT REPORTING (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenue	$ 2,886,222	$ 5,218,283	$ 3,909,546
Revenue from Sino-foreign Jointly Managed Academic Programs [Member]
Revenue	0	3,343,316	2,676,147
Revenue from tailored job readiness training services [Member]
Revenue	2,203,169	1,264,411	137,772
Revenue from Technological Consulting Services for Smart Campus Solutions [Member]
Revenue	683,053	279,380	1,059,453
Revenue from Overseas Study Consulting Services [Member]
Revenue	0	317,228	36,174
Revenue from textbook and course material sales [Member]
Revenue	$ 0	$ 13,948	$ 0

- Definition

+ References

+ Details

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
General and administrative expenses	$ (2,684,903)	$ (4,566,187)	$ (3,778,329)
Loss from operations	(934,523)	(1,548,938)	(1,170,690)
CHINA LIBERAL EDUCATION HOLDINGS LIMITED [Member]
General and administrative expenses	(1,595,546)	(3,471,403)	(3,016,735)
Loss from operations	(1,595,546)	(3,471,403)	(3,016,735)
Equity in (loss) earnings of subsidiaries	(3,276,820)	1,474,867	1,998,855
Net loss and comprehensive loss attributable to the Company	$ (4,872,366)	$ (1,996,536)	$ (1,017,880)

CONTRACT LIABILITIES

12 Months Ended

Dec. 31, 2023

CONTRACT LIABILITIES

CONTRACT LIABILITIES

NOTE 12 – CONTRACT LIABILITIES

Contract liabilities consist of the following:

	December 31,		December 31,
	2023		2022

Contract liabilities - tailored job readiness training services	$	212,473	$	251,368
Total	$	212,473	$	251,368

Contract liabilities primarily consists of $0.21 million in tailored job readiness training service fees received from education institutions for which the Company’s revenue recognition criteria have not been met. The Company’s remaining performance obligations represents the amount of the transaction price for which service has not been performed. The training service fees will be recognized as revenue once the criteria for revenue recognition are met. The Company expects to recognize revenue of $0.21 million arising from contract liabilities as of December 31, 2023, for the financial year ending December 31, 2024.

Revenue from tailored job readiness training services recognized during the year ended December 31, 2023 that was included in the contract liabilities as of December 31, 2022 amounted to $0.25 million.

TAXES (Details Narrative) - USD ($)	12 Months Ended
TAXES (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Reduced tax rate	15.00%	15.00%	15.00%
Enterprise income tax rate	25.00%
Income tax rate	15.00%
Reduced income tax due to tax rate reduction	$ 0	$ 800,000	$ 200,000
Net income per share basic and diluted	$ 0	$ 0.05	$ 0.02
Hong Kong [Member]
Income tax rate	16.50%	16.50%	16.50%

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
CONSOLIDATED BALANCE SHEETS
Ordinary shares par value	$ 0.015	$ 0.015
Ordinary shares authorized	7,500,000	7,500,000.0
Ordinary shares issued	3,351,336	2,151,336
Ordinary shares outstanding	3,351,336	2,151,336

CONTRACT LIABILITIES (Details Narrative) $ in Thousands	12 Months Ended
CONTRACT LIABILITIES (Details Narrative) $ in Thousands	Dec. 31, 2023 USD ($)
Recognize revenue	$ 210
Product [Member]
Fee received	210
Consulting [Member]
Recognize revenue	$ 250

INTANGIBLE ASSETS NET (Details 1)	Dec. 31, 2023 USD ($)
INTANGIBLE ASSETS NET
Fiscal 2024	$ 62,943
Fiscal 2025	62,114
Fiscal 2026	61,522
Fiscal 2027	60,935
Fiscal 2028	54,459
Thereafter	49,707
Total	$ 351,680

LOANS FROM THIRD PARTIES (Details Narrative)	12 Months Ended
LOANS FROM THIRD PARTIES (Details Narrative)	Dec. 31, 2023	Dec. 31, 2022
LOANS FROM THIRD PARTIES
Weighted average annual effective interest rate	23.10%	8.70%

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY

12 Months Ended

Dec. 31, 2023

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY

NOTE 24 — CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY

Pursuant to the requirements of Rule 12-04(a), 5-04(c) and 4-08(e)(3) of Regulation S-X, the condensed financial information of the parent company shall be filed when the restricted net assets of consolidated subsidiaries exceed 25 percent of consolidated net assets as of the end of the most recently completed fiscal year. The Company performed a test on the restricted net assets of consolidated subsidiaries in accordance with such requirement and concluded that it was applicable to the Company as the restricted net assets of the Company’s PRC subsidiaries exceeded 25% of the consolidated net assets of the Company, therefore, the condensed financial statements for the parent company are included herein.

For purposes of the above test, restricted net assets of consolidated subsidiaries shall mean that amount of the Company’s proportionate share of net assets of consolidated subsidiaries (after intercompany eliminations) which as of the end of the most recent fiscal year may not be transferred to the parent company by subsidiaries in the form of loans, advances or cash dividends without the consent of a third party.

The condensed financial information of the parent company has been prepared using the same accounting policies as set out in the Company’s consolidated financial statements except that the parent company used the equity method to account for investment in its subsidiaries. Such investment is presented on the condensed balance sheets as “Investment in subsidiaries” and the respective profit or loss as “Equity in earnings of subsidiaries” on the condensed statements of income.

The footnote disclosures contain supplemental information relating to the operations of the Company and, as such, these statements should be read in conjunction with the notes to the consolidated financial statements of the Company. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted.

The Company did not pay any dividend for the periods presented. As of December 31, 2023 and 2022, there were no material contingencies, significant provisions for long-term obligations, or guarantees of the Company, except for those which have been separately disclosed in the consolidated financial statements, if any.

	2023			2022
ASSETS
Current assets
Prepaid expenses and other current assets	$	14,428			-

Non-current assets
Investment in subsidiaries		66,771,236			62,510,888
Total assets	$	66,785,664		$	62,510,888

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
Due to a related party		209,415			9,415
Accrued expenses and other current liabilities		39,314			17,172
Total liabilities	$	248,729		$	26,587

COMMITMENT AND CONTINGENCIES

SHAREHOLDERS' EQUITY
Ordinary shares, $0.015 par value, 7.5 million shares authorized, 3,351,336 and 2,151,336 shares issued and outstanding at December 31, 2023 and 2022, respectively*		5,028			3,228
Additional paid-in capital*		72,142,580			63,219,380
Accumulated deficits		(5,610,673	)		(738,307	)
Total shareholders’ equity		66,536,935			62,484,301
	,			,
Total liabilities and shareholders’ equity	$	66,785,664		$	62,510,888

* Retrospectively restated for effect of share re-designation on November 30, 2023 and 1-for-15 reverse share split on January 19, 2024 (see Note 19).

	For the years ended December 31,
	2023			2022			2021
Operating expenses:
General and administrative expenses	$	(1,595,546	)	$	(3,471,403	)	$	(3,016,735	)
Loss from operations	$	(1,595,546	)	$	(3,471,403	)	$	(3,016,735	)
Equity in (loss) earnings of subsidiaries		(3,276,820	)		1,474,867			1,998,855
Net loss and comprehensive loss attributable to the Company	$	(4,872,366	)	$	(1,996,536	)	$	(1,017,880	)

	For the Years ended December 31,
	2023			2022			2021
Cash flows from operating activities
Net loss	$	(4,872,366	)	$	(1,996,536	)	$	(1,017,880	)
Share-based compensation		-			2,832,500			-
Adjustments to reconcile net loss to net cash (used in) provided by operating activities
Equity in (loss) earnings of subsidiaries		(3,276,820	)		1,474,867			(2,168,995	)
Prepaid expenses and other current assets		(14,428	)		23,713			(55,639	)
Accrued expenses and other current liabilities		22,143			17,171			-
Net cash (used in) provided by operating activities		(8,141,471	)		2,351,715			(3,242,514	)

Cash flows from financing activities
Investment in subsidiaries		(983,529	)		(14,341,664	)		(2,162,937	)
Proceeds from advance from a related party		200,000			-			-
Net proceeds from issuance of ordinary shares		8,925,000			11,989,949			5,405,451
Net cash provided by (used in) financing activities		8,141,471			(2,351,715	)		3,242,514
Change in cash		-			-			-
Cash, beginning of year		-			-			-
Cash, end of year		-			-			-

GOODWILL ON ACQUISITIONS, NET (Tables)

12 Months Ended

Dec. 31, 2023

GOODWILL ON ACQUISITIONS, NET

Schedule of goodwill

	Total
Balance as of December 31, 2021		-
Acquisition of Oriental Wisdom	$	9,481,547
Balance as of December 31, 2022		9,481,547
Impairment of goodwill in relation to Oriental Wisdom		(2,734,004	)
Balance as of December 31, 2023	$	6,747,543

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
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-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

TAXES PAYABLE

12 Months Ended

Dec. 31, 2023

TAXES PAYABLE

TAXES PAYABLE

NOTE 14 – TAXES PAYABLE

Taxes payable consist of the following:

	December 31,		December 31,
	2023		2022

Income tax payable	$	840,892	$	865,605
Value added tax payable		559,526		476,254
Other taxes payable		38,240		5,133
Total taxes payable	$	1,438,658	$	1,346,992

CONTRACT LIABILITIES (Details) - USD ($)	12 Months Ended
CONTRACT LIABILITIES (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
CONTRACT LIABILITIES
Contract liabilities - tailored job readiness training services	$ 212,473	$ 251,368
Contract liabilities	$ 212,473	$ 251,368

ORGANIZATION AND BUSINESS DESCRIPTION (Details)	12 Months Ended
ORGANIZATION AND BUSINESS DESCRIPTION (Details)	Dec. 31, 2023
Subsidiary One [Member]
Name of Entity	China Liberal
Date of incorporation	Feb. 25, 2019
Place of incorporation	Cayman Islands
% of Ownership	Parent
Principal Activities	Investment holding
Subsidiary Two [Member]
Name of Entity	Yi Xin BVI
Date of incorporation	Oct. 19, 2010
Place of incorporation	BVI
% of Ownership	100.00%
Principal Activities	Investment holding
Subsidiary Three [Member]
Name of Entity	Boya Hong Kong
Date of incorporation	May 11, 2011
Place of incorporation	Hong Kong
% of Ownership	100.00%
Principal Activities	Investment holding
Subsidiary Four [Member]
Name of Entity	China Liberal Beijing
Date of incorporation	Aug. 08, 2011
Place of incorporation	Beijing, PRC
% of Ownership	100.00%
Principal Activities	Education service provider
Subsidiary Five Member
Name of Entity	Oriental Wisdom
Date of incorporation	Aug. 17, 2009
Place of incorporation	Beijing, PRC
% of Ownership	100.00%
Principal Activities	Education service provider
Subsidiary Six [Member]
Name of Entity	Aiways Automobile
Date of incorporation	Sep. 29, 2022
Place of incorporation	Cayman Islands
% of Ownership	100.00%
Principal Activities	Investment holding
Subsidiary Seven [Member]
Name of Entity	Aiways Merger Sub
Date of incorporation	Sep. 29, 2022
Place of incorporation	Cayman Islands
% of Ownership	100.00%
Principal Activities	Investment holding

PROPERTY AND EQUIPMENT NET

12 Months Ended

Dec. 31, 2023

PROPERTY AND EQUIPMENT NET

PROPERTY AND EQUIPMENT, NET

NOTE 10 — PROPERTY AND EQUIPMENT, NET

Property and equipment, net, consist of the following:

	December 31,			December 31,
	2023			2022

Office equipment and furniture	$	590,156		$	607,501
Transportation vehicles		214,094			220,386
Electronic equipment		73,033			91,287
Subtotal		877,283			919,174
Less: accumulated depreciation		(872,126	)		(899,389	)
Property and equipment, net	$	5,157		$	19,785

Depreciation expense was $10,657, $47,056 and $18,652 for the years ended December 31, 2023, 2022 and 2021, respectively.

INVENTORIES, NET (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
INVENTORIES, NET
Inventories	$ 192,545	$ 200,046
Less: allowance for inventories	(25,052)	(6,308)
Inventories, net	$ 167,493	$ 193,738

ADVANCE TO SUPPLIERS (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
ADVANCE TO SUPPLIERS
Advance to suppliers	$ 3,500,000	$ 0

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details)
Security deposits	$ 83,691	$ 59,774
Prepaid expenses	15,548	44,656
Other receivables	197,340	138,330
Subtotal	296,579	242,760
Allowance for doubtful accounts	(181,847)	(120,353)
Prepaid expenses and other current assets, net	$ 114,732	$ 122,407

CONCENTRATIONS

12 Months Ended

Dec. 31, 2023

CONCENTRATIONS

CONCENTRATIONS

NOTE 20 — CONCENTRATIONS

For the year ended December 31, 2023, five customers accounted for approximately 13.5%, 12.2%, 11.3%, 11.2% and 10.1% of the Company’s total revenue, respectively. For the year ended December 31, 2022, two customers accounted for approximately 15.8% and 13.0% of the Company’s total revenue, respectively. For the year ended December 31, 2021, two customers accounted for approximately 48.4% and 36.0% of the Company’s total revenue, respectively.

As of December 31, 2023, four customers accounted for 31.8%, 29.1%, 16.2% and 14.8% of the total outstanding accounts receivable balance. As of December 31, 2022, three customers accounted for 39.8%, 18.0% and 14.5% of the total outstanding accounts receivable balance.

For the year ended December 31, 2023, there was no supplier accounted for more than 10% of the total purchases. For the year ended December 31, 2022, there was no supplier accounted for more than 10% of the total purchases. For the year ended December 31, 2021, there was no supplier accounted for more than 10% of the total purchases.

ACCOUNTS RECEIVABLE NET (Details1) - USD ($)	12 Months Ended
ACCOUNTS RECEIVABLE NET (Details1) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
ACCOUNTS RECEIVABLE NET
Beginning balance	$ 598,993	$ 0
Movements during the year	(413,669)	611,819
Exchange rate difference	(15,994)	(12,826)
Ending balance	$ 169,330	$ 598,993

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2023	Dec. 31, 2022
CURRENT ASSETS
Cash	$ 20,337,847	$ 12,121,824
Account receivables, net	1,453,230	954,603
Advance to suppliers	3,521,176	0
Inventories, net	167,493	193,738
Prepaid expenses and other current assets, net	114,732	122,407
Receivable from disposal of subsidiaries	40,000,000	0
Current assets from discontinued operations	0	5,018,865
TOTAL CURRENT ASSETS	65,594,478	18,411,437
NON-CURRENT ASSETS
Goodwill on acquisitions	6,747,543	9,481,547
Property and equipment, net	5,157	19,785
Intangible assets, net	351,680	423,272
Right-of-use assets	102,509	13,107
Non-current assets from discontinued operations	0	75,639,404
TOTAL NON-CURRENT ASSETS	7,206,889	85,577,115
TOTAL ASSETS	72,801,367	103,988,552
CURRENT LIABILITIES
Account payables	571,432	762,366
Contract liabilities	212,473	251,368
Short-term bank loan	32,191	20,784
Taxes payable	1,438,658	1,346,992
Due to related parties	1,395,225	390,550
Lease liabilities	63,410	10,887
Loans from third parties	1,589,702	975,716
Accrued expenses and other current liabilities	928,816	1,869,946
Current liabilities from discontinued operations	0	14,359,841
TOTAL CURRENT LIABILITIES	6,231,907	19,988,450
NON-CURRENT LIABILITIES
Lease liabilities	32,525	0
Non-current liabilities from discontinued operations	0	21,515,801
TOTAL LIABILITIES	6,264,432	41,504,251
SHAREHOLDERS' EQUITY
Ordinary shares, $0.015 par value, 7.5 million shares authorized, 3,351,336 and 2,151,336 shares issued and outstanding at December 31, 2023 and 2022, respectively*	5,028	3,228
Additional paid-in capital*	72,142,580	63,219,380
Statutory reserve	1,006,384	1,006,384
Accumulated deficits	(6,786,949)	(1,828,205)
Accumulated other comprehensive income	169,892	83,514
Total shareholders' equity	66,536,935	62,484,301
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 72,801,367	$ 103,988,552

ORGANIZATION AND BUSINESS DESCRIPTION (Details Narrative)	12 Months Ended
	Dec. 31, 2023 USD ($)
Description of share transfer agreement	the Company agreed to transfer all of the equity interests in Wanwang to Xiaoshi Huang in consideration for US$40 million
Chia Liberal Fujian Education Technology Group Co., Ltd
Owned subsidiary of Boya Hong Kong	100.00%
Date of incorporation	Apr. 19, 2021
Registered capital	$ 7,900,000
Boya Hong Kong [Member] \| China Liberal Beijing [Member]
Owned subsidiary of Boya Hong Kong	100.00%
Date of incorporation	Aug. 08, 2011
Registered capital	$ 5,100,000
Proportion of ownership interest in subsidiary	91.1772%
Remaining proportion of ownership interest in subsidiary	8.8228%
Non-controlling interest	8.8228%
Non-controlling interest total price	$ 453,669
Total value of the non-controlling interest	$ 540,907
Ownership interest owned by Shareholders	100.00%
Boya Hong Kong [Member] \| Yi Xin BVI [Member]
Proportion of ownership interest in subsidiary	100.00%
Name Of Subsidiary	Yi Xin BVI International Investment Limited
Common Stock
Name Of Subsidiary	China Liberal Education Holdings Limited
Place Of Incorporation	Cayman Islands

TAXES

12 Months Ended

Dec. 31, 2023

TAXES

TAXES

NOTE 16 — TAXES

Corporate Income Taxes (“CIT”)

Cayman Islands

Under the current tax laws of the Cayman Islands, the Company, Aiways Automobile, and Aiways Merger Sub are not subject to tax on its income or capital gains. In addition, no Cayman Islands withholding tax will be imposed upon the payment of dividends by the Company to its shareholders.

BVI

Yi Xin BVI was incorporated in the BVI as an offshore holding company and is not subject to tax on income or capital gain under the laws of BVI.

Hong Kong

Boya Hong Kong was incorporated in Hong Kong and is subject to profit taxes in Hong Kong at a rate of 16.5%. However, Boya Hong Kong did not generate any assessable profits arising in or derived from Hong Kong for the fiscal years ended December 31, 2023, 2022 and 2021, and accordingly no provision for Hong Kong profits tax has been made in these periods.

PRC

Under the Enterprise Income Tax (“EIT”) Law of PRC, 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 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.

China Liberal Beijing was approved as a HNTE and is entitled to a reduced income tax rate of 15% and can claim additional tax deductions for certain expenses (“Preferential Tax Treatment”) beginning December 2016, which is valid for three years. In December 2019, China Liberal Beijing successfully renewed its HNTE Certificate with local government and has since continued to enjoy the reduced income tax rate of 15% for another three years by December 2022. In December 2022, China Liberal Beijing renewed its HNTE Certificate again, which is valid for another three years until December 2025. EIT is typically governed by the local tax authority in the PRC. Each local tax authority at times may grant tax holidays to local enterprises as a way to encourage entrepreneurship and stimulate local economy. Other subsidiaries in the PRC are subject to a standard 25% income tax rate.

The corporate income taxes of China Liberal Beijing for fiscal years 2023, 2022 and 2021 were reported at the Preferential Tax Treatment as a result of China Liberal Beijing being approved as a HNTE. The corporate income taxes of Oriental Wisdom for the fiscal years 2023 and 2022 was also reported at the Preferential Tax Treatment due to its status as an HNTE. The impact of the Preferential Tax Treatment noted above decreased corporate income taxes of China Liberal Beijing by nil, $0.8 million and $0.2 million for the years ended December 31, 2023, 2022 and 2021, respectively. The benefit of the tax holidays on net income per share (basic and diluted) nil, $0.05 and $0.02 for the years ended December 31, 2023, 2022 and 2021, respectively.

The components of the income tax provision are as follows:

	December 31,		December 31,		December 31,
	2023		2022		2021
Current tax provision
Cayman	$		$		$
BVI		-		-		-
Hong Kong		-		-		-
PRC		1,973		460,040		300,034
Total current tax provision	$	1,973	$	460,040	$	300,034
Deferred tax provision
Cayman		$	$		$
BVI		-		-		-
Hong Kong		-		-		-
PRC		-		-		-
Total deferred tax provision		-		-		-
Income tax provision	$	1,973	$	460,040	$	300,034

Corporate Income Taxes (“CIT”) (continued)

The following table reconciles the China statutory rates to the Company’s effective tax rate for the years ended December 31, 2023, 2022 and 2021:

	December 31,			December 31,			December 31,
	2023			2022			2021
China Income tax statutory rate		25.0	%	(25.0		)%		25.0	%
Permanent difference	(16.7		)%		23.1	%		1.1	%
Effect of PRC preferential tax treatment		0.0	%	(31.5		)%	(9.9		)%
Non-PRC entities not subject to PRC income tax	(8.3		)%		70.8	%		15.4	%
Effective tax rate		0.0	%		37.4	%		31.6	%

The Company continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. As of December 31, 2023, all of the Company’s tax returns for its PRC subsidiaries remained open for statutory examination by PRC tax authorities.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

LEASES (Tables)

12 Months Ended

Dec. 31, 2023

LEASES

Summary of lease cost

	2023		2022		2021
Amortization of right-of-use assets	$	37,399	$	86,911	$	91,386
Interest on lease liabilities	$	2,077	$	296	$	3,145

	December 31,		December 31,
	2023		2022
Right-of-use assets	$	102,509	$	13,107

Lease liabilities, current		63,410		10,887
Lease liabilities, non-current		32,525		-
Total lease liabilities	$	95,935	$	10,887

Summary of maturities of lease liabilities

	As of
	December 31,
Twelve months ending December 31,	2023
2024	$	66,335
2025		33,122
Total Future minimum lease payments		99,457
Less: Imputed interest		(3,522	)
Total	$	95,935

LEASES (Details Narrative) - USD ($)	12 Months Ended
LEASES (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
LEASES
Lease expense	$ 37,399	$ 86,911	$ 91,386
lease term	1 year 8 months 12 days	5 months
Operating lease agreements expiration dates		expiration date in August 2025
Operating Lease, Weighted Average Discount Rate, Percent	4.75%	3.85%