Restatement of Previously Issued Financial Statements |
Note 21 – Restatement of Previously Issued Financial
Statements
The Company identified material misstatements
in its previously issued financial statements as of September 30, 2023 and for the year ended September 30, 2023 as below, and as a result
the Company has restated the previously issued consolidated financial statements as of September 30, 2023 and for the year ended September
30, 2023 in accordance with ASC 250 Accounting Changes and Error Corrections, to reflect the effects of the restatement adjustments and
to make certain corresponding disclosures.
The categories of adjustments and their impacts
on previously issued financial statements are described below and identified in the Restatement Reconciliation Tables in the column entitled
“Reference”:
a. The Company failed to record the correct cost of the intellectual
property purchased from a related party, incorrectly recorded the amortization expense, and
incorrectly recorded the liability without considering imputed interest related to the intellectual property purchased. Such failure has
resulted in the misstatements of “Intangible assets, net”, “Compensation payable to a shareholder”, “Accumulated
deficit” and “Accumulated other comprehensive (loss) profit” as of September 30, 2023, and misstatements of “General
and administrative expenses” and “Net loss” for the year ended September 30, 2023.
b. The Company incorrectly recorded the
merger transaction costs as general and administrative expenses, and incorrectly recorded the liability related to the intellectual
property purchased. Such failure has resulted in the misstatements of “Deferred
merger costs”, “Accumulated deficit” and “Accumulated other comprehensive (loss) profit” as of
September 30, 2023, and misstatements of “General and administrative expenses” and “Net loss” for the year
ended September 30, 2023.
c. The Company incorrectly recorded some professional
expenses incurred in year ended September 30, 2023 to record in the year of 2024. Such failure has resulted in the misstatements of “Other
payables and accrued expenses” and “Accumulated deficit” as of September 30, 2023, and misstatements of “General
and administrative expenses” and “Net loss” for the year ended September 30, 2023.
d. The Company incorrectly classified the payable
to directors as non-current liabilities. Such failure has resulted in the misstatements of “Current liabilities” and “Non-current
liabilities” as of September 30, 2023.
In the following tables, the Company presented
a reconciliation of consolidated balance sheets, statements of operations and comprehensive loss, and cash flows as previously issued
for these prior periods to the restated and revised amounts. Summary of Restatements – Consolidated Balance Sheets:
| |
As of September 30, 2023 | |
| |
As previously reported | | |
Adjustments | | |
Reference | |
As restated | |
ASSETS | |
| | |
| | |
| |
| |
| |
| | |
| | |
| |
| |
CURRENT ASSETS | |
| | | |
| | | |
| |
| | |
Cash | |
$ | 1,430 | | |
$ | — | | |
| |
$ | 1,430 | |
Prepaid expenses | |
| 154,519 | | |
| — | | |
| |
| 154,519 | |
Advance to a related company | |
| 97,882 | | |
| — | | |
| |
| 97,882 | |
Deposits | |
| 127,664 | | |
| — | | |
| |
| 127,664 | |
Other receivables | |
| 54,468 | | |
| — | | |
| |
| 54,468 | |
Total current assets | |
| 435,963 | | |
| — | | |
| |
| 435,963 | |
| |
| | | |
| | | |
| |
| | |
OTHER ASSETS | |
| | | |
| | | |
| |
| | |
Property and equipment, net | |
| 1,598 | | |
| — | | |
| |
| 1,598 | |
Intangible assets, net | |
| 5,826,499 | | |
| (5,826,499 | ) | |
a | |
| — | |
Software, net | |
| 337 | | |
| — | | |
| |
| 337 | |
Deferred merger costs | |
| — | | |
| 704,334 | | |
b | |
| 704,334 | |
Total non-current assets | |
| 5,828,434 | | |
| (5,122,165 | ) | |
a, b | |
| 706,269 | |
| |
| | | |
| | | |
| |
| | |
Total assets | |
$ | 6,264,397 | | |
$ | (5,122,165 | ) | |
a, b | |
$ | 1,142,232 | |
| |
| | | |
| | | |
| |
| | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | |
| | | |
| | | |
| |
| | |
| |
| | | |
| | | |
| |
| | |
CURRENT LIABILITIES | |
| | | |
| | | |
| |
| | |
Loans from third parties | |
$ | 510,234 | | |
$ | — | | |
| |
$ | 510,234 | |
Other payables and accrued expenses | |
| 348,807 | | |
| 41,450 | | |
c | |
| 390,257 | |
Payable to directors | |
| — | | |
| 2,231,781 | | |
d | |
| 2,231,781 | |
Total current liabilities | |
| 859,041 | | |
| 2,273,231 | | |
c, d | |
| 3,132,272 | |
| |
| | | |
| | | |
| |
| | |
OTHER LIABILITIES | |
| | | |
| | | |
| |
| | |
Payable to directors | |
| 2,231,781 | | |
| (2,231,781 | ) | |
d | |
| — | |
Compensation payable to a shareholder | |
| 5,756,366 | | |
| (418,093 | ) | |
a | |
| 5,338,273 | |
Total non-current liabilities | |
| 7,988,147 | | |
| (2,649,874 | ) | |
a, d | |
| 5,338,273 | |
| |
| | | |
| | | |
| |
| | |
Total liabilities | |
| 8,847,188 | | |
$ | (376,643 | ) | |
a, c, d | |
| 8,470,545 | |
| |
| | | |
| | | |
| |
| | |
COMMITMENTS AND CONTINGENCIES | |
| | | |
| | | |
| |
| | |
| |
| | | |
| | | |
| |
| | |
SHAREHOLDERS’ DEFICIT | |
| | | |
| | | |
| |
| | |
Ordinary shares, $0.0001 par value; 479,000,000 shares authorized; 137,750,000* shares issued and outstanding as of September 30, 2023 | |
| 13,775 | | |
| — | | |
| |
| 13,775 | |
Additional paid-in capital | |
| 587,499 | | |
| — | | |
| |
| 587,499 | |
Accumulated deficit | |
| (3,255,885 | ) | |
| (4,727,705 | ) | |
a, b, c | |
| (7,983,590 | ) |
Accumulated other comprehensive income | |
| 71,820 | | |
| (17,817 | ) | |
a, b, c | |
| 54,003 | |
Total shareholders’ deficit | |
| (2,582,791 | ) | |
| (4,745,522 | ) | |
a, b, c | |
| (7,328,313 | ) |
| |
| | | |
| | | |
| |
| | |
Total liabilities and shareholders’ deficit | |
$ | 6,264,397 | | |
$ | (5,122,165 | ) | |
a, b, c | |
$ | 1,142,232 | |
* | Giving retroactive effect to reverse recapitalization effected on March 14, 2024 to reflect exchange ratio of approximately 55.1 as described in Note 4. | Summary of Restatements - Consolidated Statements of Operations
and Comprehensive loss:
| |
For the Year Ended September 30, 2023 | |
| |
As previously reported | | |
Adjustments | | |
Reference | |
As restated | |
| |
| | |
| | |
| |
| |
Operating expenses: | |
| | |
| | |
| |
| |
General and administrative expenses | |
$ | 2,316,454 | | |
$ | (1,090,953 | ) | |
a, b, c | |
$ | 1,225,501 | |
Total operating expenses | |
| 2,316,454 | | |
| (1,090,953 | ) | |
a, b, c | |
| 1,225,501 | |
| |
| | | |
| | | |
| |
| | |
Loss from operations | |
| (2,316,454 | ) | |
| 1,090,953 | | |
a, b, c | |
| (1,225,501 | ) |
| |
| | | |
| | | |
| |
| | |
Other income (expenses) | |
| | | |
| | | |
| |
| | |
Interest expense, net | |
| (24,207 | ) | |
| (592,191 | ) | |
a | |
| (616,398 | ) |
Total other expense, net | |
| (24,207 | ) | |
| (592,191 | ) | |
a | |
| (616,398 | ) |
| |
| | | |
| | | |
| |
| | |
Loss before income taxes | |
| (2,340,661 | ) | |
| 498,762 | | |
a, b, c | |
| (1,841,899 | ) |
| |
| | | |
| | | |
| |
| | |
Income tax expense | |
| — | | |
| — | | |
| |
| — | |
| |
| | | |
| | | |
| |
| | |
Net loss | |
$ | (2,340,661 | ) | |
$ | 498,762 | | |
a, b, c | |
$ | (1,841,899 | ) |
| |
| | | |
| | | |
| |
| | |
Foreign currency translation adjustment | |
| 68,394 | | |
| 55,604 | | |
a, b | |
| 123,998 | |
| |
| | | |
| | | |
| |
| | |
Total comprehensive loss attributable to ordinary shareholders | |
$ | (2,272,267 | ) | |
$ | 554,366 | | |
a, b, c | |
$ | (1,717,901 | ) |
| |
| | | |
| | | |
| |
| | |
Weighted average number of ordinary shares outstanding - basic and diluted* | |
| 137,750,000 | | |
| | | |
| |
| 137,750,000 | |
| |
| | | |
| | | |
| |
| | |
Loss per ordinary share - basic and diluted | |
$ | (0.02 | ) | |
$ | 0.01 | | |
a, b, c | |
$ | (0.01 | ) |
* | Giving retroactive effect to reverse recapitalization effected on March 14, 2024 to reflect exchange ratio of approximately 55.1 as described in Note 4. | Summary of Restatements - Consolidated Statements of Cash Flows:
| |
For the Year Ended September 30, 2023 | |
| |
As previously reported | | |
Adjustments | | |
Reference | |
As restated | |
| |
| | |
| | |
| |
| |
Cash flows from operating activities: | |
| | |
| | |
| |
| |
Net loss | |
$ | (2,340,661 | ) | |
$ | 498,762 | | |
a, b, c | |
$ | (1,841,899 | ) |
Adjustments to reconcile net loss to net cash used in operating activities. | |
| | | |
| | | |
| |
| | |
Amortization expense | |
| 431,593 | | |
| (431,593 | ) | |
a | |
| — | |
Depreciation expense | |
| 103 | | |
| — | | |
| |
| 103 | |
Changes in operating assets and liabilities | |
| | | |
| | | |
| |
| | |
Prepaid expenses | |
| (77,215 | ) | |
| — | | |
| |
| (77,215 | ) |
Advance to a related company | |
| 10,289 | | |
| — | | |
| |
| 10,289 | |
Deposits | |
| (127,664 | ) | |
| — | | |
| |
| (127,664 | ) |
Other receivables | |
| (34,183 | ) | |
| — | | |
| |
| (34,183 | ) |
Interests payable | |
| 23,380 | | |
| — | | |
| |
| 23,380 | |
Other payables and accrued expenses | |
| 119,147 | | |
| 41,450 | | |
c | |
| 160,597 | |
Payable to directors | |
| 1,704,724 | | |
| 592,191 | | |
a | |
| 2,296,915 | |
Net cash provided by operating activities | |
| (290,487 | ) | |
| 700,810 | | |
a, b, c | |
| 410,323 | |
| |
| | | |
| | | |
| |
| | |
Cash flows from investing activities: | |
| | | |
| | | |
| |
| | |
Purchases of property and equipment | |
| (1,598 | ) | |
| — | | |
| |
| (1,598 | ) |
Net cash used in investing activities | |
| (1,598 | ) | |
| — | | |
| |
| (1,598 | ) |
| |
| | | |
| | | |
| |
| | |
Cash flows from financing activities: | |
| | | |
| | | |
| |
| | |
Payments of deferred merger costs | |
| — | | |
| (700,810 | ) | |
b | |
| (700,810 | ) |
Net cash used in financing activities | |
| — | | |
| (700,810 | ) | |
b | |
| (700,810 | ) |
| |
| | | |
| | | |
| |
| | |
Effect of exchange rate changes | |
| 68,394 | | |
| — | | |
| |
| 68,394 | |
| |
| | | |
| | | |
| |
| | |
Net change in cash | |
| (223,691 | ) | |
| — | | |
| |
| (223,691 | ) |
| |
| | | |
| | | |
| |
| | |
Cash - beginning of the year | |
| 225,121 | | |
| — | | |
| |
| 225,121 | |
| |
| | | |
| | | |
| |
| | |
Cash - end of the year | |
$ | 1,430 | | |
$ | — | | |
| |
$ | 1,430 | |
|