Schedule of Consolidated Balance Sheets |
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. |
|
Schedule of Consolidated Statements of Operations and Comprehensive loss |
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. |
|
Schedule of Consolidated Statements of Cash Flows |
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 | |
|