Exhibit 99.2
Park Ha Biological Technology Co., Ltd. and
its Subsidiaries
Unaudited Interim Condensed Consolidated Balance Sheets
As of April 30, 2025 and October 31, 2024
April 30, 2025 | October 31, 2024 | |||||||
(Unaudited) | ||||||||
ASSETS | ||||||||
Current Assets | ||||||||
Cash and cash equivalents | ||||||||
Accounts receivable, net | ||||||||
Due from related parties | ||||||||
Inventories | ||||||||
Advances to suppliers | ||||||||
Loans receivable from franchisees, net | ||||||||
Other receivables and other current assets | ||||||||
Total current assets | ||||||||
Non-current Assets | ||||||||
Property and equipment, net | ||||||||
Intangible assets, net | ||||||||
Operating lease right of use asset | ||||||||
Other non-current assets | ||||||||
Total non-current assets | ||||||||
TOTAL ASSETS | ||||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
Current liabilities | ||||||||
Accounts payable | ||||||||
Due to related parties | — | |||||||
Taxes payable | ||||||||
Operating lease liabilities – current | ||||||||
Contract liability | ||||||||
Accruals and other payables | ||||||||
Total current liabilities | ||||||||
Non-current liabilities | ||||||||
Operating lease liabilities – non-current | ||||||||
Total non-current assets | ||||||||
TOTAL LIABILITIES | ||||||||
Commitments and contingencies | ||||||||
Shareholders’ equity | ||||||||
Ordinary shares ( | ||||||||
Additional paid in capital | ||||||||
Statutory reserve | ||||||||
Accumulated deficits | ( | ) | ||||||
Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
Total Shareholders’ equity | ||||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |
* |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-1
Park Ha Biological Technology Co., Ltd. and
its Subsidiaries
Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Income
For the Six Months Ended April 30, 2025 and 2024
Six Months Ended April 30, 2025 | Six Months Ended April 30, 2024 | |||||||
Revenues, net | ||||||||
Cost of revenues | ||||||||
Gross profit | ||||||||
Operating expenses | ||||||||
Selling and marketing expenses | ||||||||
General and administrative expenses | ||||||||
Research and development expenses | ||||||||
Allowance for expected credit losses | ||||||||
Total operating expenses | ||||||||
Operating (expenses) income | ( | ) | ||||||
Non-operating income (expense) items: | ||||||||
Other income | ||||||||
Other expense | ||||||||
Interest income | ||||||||
Interest expense | ||||||||
Total other income | ||||||||
(Loss) Income before income tax | ( | ) | ||||||
Income tax expense | ||||||||
Net (loss) income | ( | ) | ||||||
Earnings per share | ||||||||
Ordinary shares – basic and diluted | ( | ) | ||||||
Weighted average shares outstanding used in calculating basic and diluted earnings per share: | ||||||||
Ordinary shares – basic and diluted |
* | Certain shares are related to the IPO (See Note 14 ). |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-2
Park Ha Biological Technology Co., Ltd. and
its Subsidiaries
Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity (Deficits)
For the Six Months Ended April 30, 2025 and 2024
Ordinary Shares | Additional | Retained earning | Accumulated Other | |||||||||||||||||||||||||||||
Number of Shares | Amount | Subscription Receivable | Paid-in Capital | Statutory Reserves | (Accumulated Deficits) | Comprehensive Loss | Total Equity | |||||||||||||||||||||||||
Balance at October 31, 2023 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
Contribution in capital | ||||||||||||||||||||||||||||||||
Net income | — | |||||||||||||||||||||||||||||||
Appropriation to statutory reserve | — | |||||||||||||||||||||||||||||||
Foreign currency translation adjustment | — | |||||||||||||||||||||||||||||||
Balance at April30, 2024 | ( | ) | ( | ) | ||||||||||||||||||||||||||||
Balance at October 31, 2024 | ( | ) | ||||||||||||||||||||||||||||||
Issuance of shares, net | ||||||||||||||||||||||||||||||||
Share-based Compensation | ||||||||||||||||||||||||||||||||
Net loss | — | ( | ) | ( | ) | |||||||||||||||||||||||||||
Foreign currency translation adjustment | — | ( | ) | ( | ) | |||||||||||||||||||||||||||
Balance at April 30, 2025 | ( | ) | ( | ) |
* | Certain shares are related to the IPO (See Note 14 ). |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-3
Park Ha Biological Technology Co., Ltd. and
its Subsidiaries
Unaudited Interim Condensed Consolidated Statements of Cash Flows
For the Six Months Ended April 30, 2024 and 2023
(Unaudited)
Six Months Ended April 30, 2025 | Six Months Ended April 30, 2024 | |||||||
Cash flows from operating activities | ||||||||
Net income | ( | ) | ||||||
Depreciation and amortization | ||||||||
Allowance for credit losses | ||||||||
Impairments and write-offs of assets | ||||||||
Deferred tax benefits | ( | ) | ( | ) | ||||
Operating lease expenses | ||||||||
Share-based Compensation Expense | ||||||||
Non-cash interest income | ( | |||||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | ||||||||
Inventories | ( | ) | ||||||
Advances to suppliers | ( | ) | ||||||
Other receivables and other current assets | ||||||||
Operating advance payments to related parties | ( | ) | ||||||
Other non-current assets | ( | ) | ( | ) | ||||
Accruals and other payables | ( | ) | ( | ) | ||||
Accounts payable | ( | ) | ( | ) | ||||
Taxes payable | ||||||||
Contract liability | ( | ) | ( | ) | ||||
Operating lease liabilities | ( | ) | ( | ) | ||||
Net cash provided by operating activities | ||||||||
Cash flows from investing activities | ||||||||
Purchase of equipment and intangible assets | ( | ) | ( | ) | ||||
Loans to franchisees | ( | ) | ( | ) | ||||
Loan repayment from franchisees | ||||||||
Loans to the third party | ( | ) | ||||||
Repayment from related parties | ||||||||
Net cash used in investing activities | ( | ) | ( | ) | ||||
Cash flows from financing activities | ||||||||
Proceeds from shareholder’s contribution of capital | ||||||||
Proceeds from issuance of shares | ||||||||
Borrowing from related party | ||||||||
IPO Costs | ( | ) | ||||||
Net cash provided by financing activities | ||||||||
Net increase (decrease) of cash and cash equivalents | ( | ) | ||||||
Effect of foreign currency translation | ( | ) | ||||||
Cash and cash equivalents– beginning of period | ||||||||
Cash and cash equivalents– end of period | $ | $ | ||||||
Supplementary cash flow information: | ||||||||
Interest paid | $ | $ | ||||||
Income tax paid | $ | $ | ||||||
Non-cash investing and financing activities: | ||||||||
Non-cash IPO Costs | ( | ) | ||||||
Non-cash interest income | ||||||||
Operating lease right-of-use assets obtained in exchange for operating lease liabilities | $ | $ |
The accompanying notes are an integral part of these unaudited condensed consolidated financial.
F-4
Park Ha Biological Technology Co., Ltd. and
its Subsidiaries
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
NOTE 1 — ORGANIZATION AND BASIS OF PRESENTATION
Park Ha Biological Technology
Co., Ltd. (“Park Ha Cayman”) was incorporated in the Cayman Islands on
Park Ha Biological Technology (HK) Co., Ltd. (“Park Ha HK”) was incorporated in Hong Kong on October 25, 2022. It is a wholly owned subsidiary of Park Ha Cayman.
Park Ha Investment (Wuxi) Co., Ltd. (“Park Ha WFOE”) was incorporated on May 5, 2023 as a wholly foreign owned entity in the People’s Republic of China (“PRC”). Park Ha WFOE is a wholly owned subsidiary of Park Ha HK.
Wuxi Xinzhan Enterprise Management
Consulting Co., Ltd. (“XinZhan”) was incorporated on March 31, 2016 in the People’s Republic of China (“PRC”)
with Ms. Xiaoqiu Zhang being the majority shareholder owning
Shanghai Park Ha Industrial Development Co., Ltd. (“Park Ha Shanghai”) was incorporated on April 17, 2017 in the People’s Republic of China (“PRC”) as a wholly owned subsidiary of Wuxi XinZhan. Park Ha Shanghai’s primary business includes beauty services, sales of beauty products and devices, management of beauty salon franchises.
Jiangsu Park Ha Biotechnology
Co., Ltd. (“Park Ha Jiangsu”) was incorporated on August 13, 2019 in the People’s Republic of China (“PRC”)
with Ms. Xiaoqiu Zhang being the majority shareholder owning
On May 17, 2023, Park Ha WFOE entered into equity transfer agreements with each shareholder of Wuxi XinZhan and Park Ha Jiangsu to purchase all the equity interest in such entities. The restructure was completed on July 7, 2023. As a result, Wuxi XinZhan and Park Ha Jiangsu became a wholly owned subsidiary of Park Ha WFOE.
Wuxi Mufeng Biotechnology Co., Ltd (“Wuxi Mufeng”) and Wuxi Muchen Biotechnology Co., Ltd were incorporated on February 21, 2025 in the People’s Republic of China (“PRC”) as a wholly owned subsidiary of Park Ha Jiangsu.
Huishan Yiyayue Beauty Salon (“Huishan Yiyayue”) was incorporated on January 22, 2025 in the People’s Republic of China (“PRC”) as a wholly owned subsidiary of Park Ha Jiangsu.
Upon the completion of the above Reorganization, Park Ha Cayman became the ultimate holding company of all other entities mentioned above. The Company is effectively controlled by the same group of controlling shareholders before and after the Reorganization; therefore, the Reorganization is considered as a recapitalization of these entities under common control. The consolidation of the Company was accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying unaudited condensed consolidated financial statements. Results of operations for the period presented comprise those of the previous separate entries combined from the beginning of the period to the end of the period, eliminating the effects of intra-entity transactions.
Park Ha Biological Technology Co., Ltd. and its subsidiaries are collectively referred to as the “Company”.
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included in the Company’s unaudited condensed consolidated financial statement. The unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and the notes thereto for the year ended October 31, 2024 included in the other.
F-5
Park Ha Biological Technology Co., Ltd. and
its Subsidiaries
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
The accompanying unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All inter-company balances and transactions are eliminated upon consolidation. Operating results for the six months ended April 30, 2025 and 2024 are not necessarily indicative of the results that may be expected for the full year.
Use of Estimates
The preparation of the unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make 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 amount of revenues and expenses during the reporting period. Significant accounting estimates include certain assumptions related to, among others, the valuation of the amount due from related parties, inventory valuations, the estimation of useful lives of property and equipment and intangible assets, allowance for expected credit losses, and income taxes including the valuation allowance for deferred tax assets. Actual results could differ from those estimates.
Functional and Presentation Currency
The functional currency of the Company is the currency of the primary economic environment in which the Company operates which is Chinese Yuan (“RMB”). The RMB is not freely convertible into the US dollar and may be subject to PRC currency restrictions for payments, including the distributions of dividends or retained earnings to the Company by its subsidiaries.
Transactions in currencies other than the entity’s functional currency are recorded at the rates of exchange prevailing on the date of the transaction. At the end of each reporting period, monetary items denominated in foreign currencies are translated at the rates prevailing at the end of the reporting periods. Exchange differences arising on the settlement of monetary items and on translation of monetary items at period-end are included in income statement of the period.
For the purpose of presenting these financial statements, the Company’s assets and liabilities are expressed in US$ at the exchange rate on the balance sheet date, shareholder’s equity accounts are translated at historical rates, and income and expense items are translated at the periodic average exchange rate during the period. The resulting translation adjustments are reported under accumulated other comprehensive income (loss) in the shareholder’s equity section of the balance sheets.
Exchange rate used for the translation as follows:
As of | ||||||||
April 30, 2025 | October 31, 2024 | |||||||
Period end US$: RMB exchange rate |
For the six months ended | ||||||||
April 30 | ||||||||
2025 | 2024 | |||||||
Period average US$: RMB exchange rate |
F-6
Park Ha Biological Technology Co., Ltd. and
its Subsidiaries
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Fair Values of Financial Instruments
The Company adopted ASC 820 “Fair Value Measurements,” which defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosures requirements for fair value measures. Current assets and current liabilities qualified as financial instruments and management believes their carrying amounts are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and if applicable, their current interest rate is equivalent to interest rates currently available. The three levels are defined as follow:
● | 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, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. |
● | Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value. |
As of the balance sheet date, the estimated fair values of the financial instruments approximated their fair values due to the short-term nature of these instruments. Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates the hierarchy disclosures each year.
Cash and Cash Equivalents
Cash consists of cash on hand and cash in bank, as well as balances in Douyin and Meituan accounts, which are highly liquid and have original maturities of three months or less and are unrestricted as to withdrawal or use. The Company maintains cash with various financial institutions primarily in mainland China. The Company has not experienced any losses in bank accounts. The balances in Douyin and Meituan represent transaction balances from customers purchasing products through these platforms. Merchants’ income can be withdrawn within 1-3 business days without any restrictions.
Accounts Receivable and allowance for credit losses
Accounts receivables are stated at the historical carrying amount net of allowance for expected credit losses.
The Company adopted ASU No. 2016-13, “Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments” on January 1, 2023 using a modified retrospective approach. The Company also adopted this guidance to due from related parties, loans receivable from franchisees, other receivables. To estimate expected credit losses, the Company has identified the relevant risk characteristics of its customers and the related receivables. The Company considers the past collection experience, current economic conditions, future economic conditions (external data and macroeconomic factors) and changes in the Company’s customer collection trends. The allowance for credit losses and corresponding receivables were written off when they are determined to be uncollectible.
Inventory
Loans Receivable
Loans receivable is recorded at origination at the fair value less estimates for expected credit losses. Loans receivable is reviewed periodically to determine whether it’’s carrying value has become impaired. The Company uses credit loss method to estimate the allowance for loans receivables.
Property and Equipment
Property and equipment are
stated at historical cost net of accumulated depreciation. Repairs and maintenance are expensed as incurred.
Office furniture | ||
Motor Vehicle | ||
Office equipment | ||
Leasehold improvements |
F-7
Park Ha Biological Technology Co., Ltd. and
its Subsidiaries
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Intangible assets
Intangible assets with definite useful lives are amortized over their estimated useful lives to their estimated residual values. Intangible assets mainly represent software at cost, less accumulated amortization on a straight-line basis over an estimated life of
years.
Impairment of long-lived assets other than goodwill
Long-lived assets are evaluated for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying amount may not be fully recoverable or that the useful life is shorter than the Company had originally estimated. When these events occur, the Company evaluates the impairment by comparing carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Company recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. Impairment charge recognized for the six months ended April 30, 2025 and 2024 was
.
Related parties
The Company adopted ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. According to the standard, financial statements are required to disclose material related-party transactions other than compensation arrangements, expense allowances, or other similar items that occur in the ordinary course of business. A related party is essentially any party that controls or can significantly influence the management or operating policies of the company to the extent that the company may be prevented from fully pursuing its own interests. Related parties include affiliates, investees accounted for by the equity method, trusts for the benefit of employees, principal owners, management, and immediate family members of owners or management. Transactions with related parties must be disclosed even if there is no accounting recognition made for such transactions (e.g., a service is performed without payment).
Lease
The Company recognizes right-of-use (“ROU”) assets and lease liabilities for its lease commitments with terms greater than one year. Contractual options to extend or terminate lease agreements are reflected in the lease term when they are reasonably certain to be exercised. The initial measurements of new ROU assets and lease liabilities are based on the present value of future lease payments over the lease term as of the commencement date. In determining future lease payments, the Company has elected not to separate lease and non-lease components. As the Company’s lease arrangements do not provide an implicit interest rate, we apply the Company’s incremental borrowing rate based on the information available at the commencement date in determining the present value of future lease payments. Relevant information used in determining the Company’s incremental borrowing rate includes the duration of the lease, transaction currency of the lease, and the Company’s credit risk relative to risk-free market rates. The Company’s ROU assets also include any initial direct costs incurred and exclude lease incentives. The Company’s lease agreements do not contain any significant residual value guarantees or restrictive covenants. All leases of the Company are classified as operating leases, with lease expense being recognized on a straight-line basis.
Revenue Recognition
In 2014, the FASB issued guidance on revenue recognition (“ASC 606”), with final amendments issued in 2016. The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to its clients. The Company has concluded that the new guidance did not require any significant change to its revenue recognition processes.
F-8
Park Ha Biological Technology Co., Ltd. and
its Subsidiaries
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
The Company generate revenues from sales of beauty products and devices, and management of beauty salon franchises.
Sales of Beauty Products and Devices:
The contracts for sales of beauty products and devices are established either through direct transactions or through formal agreements, creating enforceable rights and obligations for both parties. For these sales, the Company recognizes a single performance obligation: the transfer of goods to the customer. There are no additional identifiable promises within these contracts. The Company does not offer price protection but do allow for the return of goods in cases of quality issues, adhering to the standard warranty practices. The Company recorded reserve for sales returns was $
for the six months ended April 30, 2025, and 2024.
For sales at our owned store locations, revenue is recognized at the point of transfer of control, typically when the customer makes payment and accepts the goods in-store.
Regarding online sales via third-party platforms, control is transferred, and revenue is recognized at the point of delivery to the customer, facilitated by express delivery services.
Sales and deliveries of beauty products and devices to the franchisees are treated as distinct performance obligations, separate from the franchise agreement. These transactions are not highly dependent on, nor are they integrated with, the franchise services, allowing the franchisee to benefit from the goods independently. Revenue from sales to franchisees is recognized upon the transfer of control of the goods, generally upon delivery. As franchisees take ownership and resell the products at their discretion, these transactions are not considered consignment sales.
Management of beauty salon franchises:
The Company’s franchise revenues comprise non-refundable initial franchise fees received from franchisees. The initial franchise services, which constitute the Company’s obligation under these agreements, include: (i) granting exclusive operating rights in a specific area, (ii) allowing the use of the “PARK HA” brand, and (iii) providing initial setup services. These setup services encompass assistance with site selection, marketing strategy formulation, and training for franchisee management and beauticians.
Following the revenue recognition standard ASC 606, we consider the initial franchise services indistinct from the ongoing rights provided during the franchise agreement term. Consequently, these services are treated as a single performance obligation. Accordingly, initial franchise fees are deferred and recorded as a “Contract Liability.” These fees are recognized over the franchise term as the performance obligation is satisfied, typically spanning one year.
The Company offers advertising and renovation subsidies to franchisees, calculated as a percentage of the franchise fee. Since these subsidies are not in exchange for distinct goods or services from franchisees, they are accounted for as a reduction in the transaction price of the franchise fee.
The Company also offers short-term loans to franchisees, with terms not exceeding six months. The loan amounts are based on the franchise fee and a fixed ratio. Given the short duration of these loans, as a practical expedient, the Company does not adjust the consideration for the effects of a significant financing component.
Contract liability
The contract liabilities consist
of advances from customers, which relate to unsatisfied performance obligations at the end of each reporting period and consists of cash
payments received in advance from customers in sales of beauty products and devices and unearned franchise fee. As of April 30, 2025
and October 31, 2024, the Company’s advances from customer deposit and unearned franchise fee amounted to $
F-9
Park Ha Biological Technology Co., Ltd. and
its Subsidiaries
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
The Company reports revenues net of applicable sales taxes and related surcharges.
Cost of revenues
Costs of sales of beauty products and devices consist primarily of materials costs, shipping and handling expenses, inspection costs and related costs, which are directly attributable to products. Write-down of inventories is also recorded in cost of sales, if any.
Costs of revenue of beauty salon franchises consist primarily of training costs, promotional material costs and related costs, which are directly attributable to franchises business.
Shipping and handling fees incurred to transport goods to customers are paid directly to the logistics company by customers.
Selling and marketing expense
Sales and marketing expenses
consist primarily of rent, depreciation of leasehold improvements, marketing conference expenses, advertising expenses and salaries and
other compensation-related expenses to sales and marketing personnel. The Company expenses all advertising costs as incurred. Advertising
costs were $
General and administrative expenses
General and administrative expenses consist primarily of Share-based Compensation Expense、salaries and benefits for employees involved in general corporate functions and those not specifically dedicated to research and development activities, depreciation and amortization of fixed assets which are not used in research and development activities, legal and other professional services fees, rental and other general corporate related expenses.
Research and development
The Company expenses research
and development expenses when incurred as periodic costs. The Company recognized research and development expenses for the six months
ended April 30, 2025 and 2024 in the amounts of $
Value Added Tax (VAT)
In accordance with the relevant tax laws in the PRC, VAT is levied on the invoiced value of sales and is payable by the purchaser. The Company is required to remit the VAT it collects to the tax authority but may deduct the VAT it has paid on eligible purchases. The difference between the amounts collected and paid is presented as VAT recoverable or payable balance on the balance sheet.
Income Taxes
Income taxes are provided in accordance with ASC No. 740, Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry-forwards. Deferred tax expense (benefit) results from the net change during the periods of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
F-10
Park Ha Biological Technology Co., Ltd. and
its Subsidiaries
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
A tax benefit from an uncertain tax position may be recognized only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities. The determination is based on the technical merits of the position and presumes that the relevant taxing authority that has full knowledge of all relevant information will examine each uncertain tax position. Although the Company believes the estimates are reasonable, no assurance can be given that the final outcome of these matters will not be different than what is reflected in the historical income tax provisions and accruals.
Comprehensive Income (Loss)
Comprehensive income (loss) consists of two components, net income and other comprehensive income. The foreign currency translation gain or loss resulting from translation of the financial statements expressed in RMB to US$ is reported in foreign currency translation loss in the unaudited condensed consolidated statements of operations and comprehensive income.
Statutory Reserves
Pursuant to the laws applicable
to the PRC, PRC entities must make appropriations from after-tax profit to the non-distributable “statutory surplus reserve fund”.
Subject to certain cumulative limits, the “statutory surplus reserve fund” requires annual appropriations of
Earnings (loss) per share
Basic earnings (loss) per share is computed by dividing net income (loss) attributable to the holders of ordinary shares by the weighted average number of ordinary shares outstanding during the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) attributable to the holders of ordinary shares as adjusted for the effect of dilutive ordinary share equivalents, if any, by the weighted average number of ordinary shares and dilutive ordinary share equivalents outstanding during the period. For the six months ended April 30, 2025 and 2024, the Company does not have any outstanding ordinary shares equivalents; therefore, a separate computation of diluted earnings (loss) per share is not presented.
Commitments and Contingencies
The Company follows ASC 450-20, “Loss Contingencies,” to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were
commitments or contingencies as of April 30, 2025 and October 31, 2024.
Segment reporting
ASC 280, Segment Reporting, (“ASC 280”), establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers.
Based on the criteria established
by ASC 280,
F-11
Park Ha Biological Technology Co., Ltd. and
its Subsidiaries
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Concentration and risks
a) Concentration of credit risk
Financial instruments that potentially subject the Company to concentration of credit risk are cash and cash equivalents, and accounts receivable arising from its normal business activities. The Company places its cash in what it believes to be credit-worthy financial institutions or trading platforms.
The Company conducts credit evaluations of customers, and generally does not require collateral or other security from its customers. The Company establishes an allowance for expected credit losses primarily based upon the factors surrounding the credit risk of specific customers.
b) Foreign currency exchange rate risk
The functional currency and the reporting currency of the Company are RMB and U.S. dollars, respectively. The Company’s exposure to foreign currency exchange rate risk primarily relates to cash, accounts receivable and accounts payable. Any significant fluctuation of RMB against U.S. dollars may materially and adversely affect the Company’s cash flows, revenues, earnings and financial positions.
Recent Accounting Pronouncements
In November 2023, the FASB issued Accounting Standards Update No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The guidance is 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 guidance is to be applied retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures.
Other accounting standards that have been issued by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on, or are unrelated to, its consolidated financial condition, results of operations, cash flows or disclosures.
NOTE 3 — ACCOUNTS RECEIVABLES, NET
As of April 30, 2025 and
October 31, 2024,
April 30, 2025 | October 31, 2024 | |||||||
Accounts receivables – Non franchisees | ||||||||
Allowance for expected credit losses | ( | ) | ( | ) | ||||
Accounts receivables, net – Non-franchisees |
April 30, 2025 | October 31, 2024 | |||||||
Accounts receivables – Franchisees | ||||||||
Allowance for expected credit losses | ( | ) | ( | ) | ||||
Accounts receivables, net – Franchisees |
F-12
Park Ha Biological Technology Co., Ltd. and
its Subsidiaries
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
NOTE 3 — ACCOUNTS RECEIVABLES, NET (cont.)
The following is a summary of the activity in the allowance for expected credit losses:
April 30, 2025 | October 31, 2024 | |||||||
Balance at beginning of period – Non-franchisees | ||||||||
(Reversal) Provision | ( | ) | ||||||
Effect of translation adjustment | ( | ) | ||||||
Balance at end of period – Non-franchisees |
April 30, 2025 | October 31, 2024 | |||||||
Balance at beginning of period – Franchisees | ||||||||
Provision | ||||||||
Effect of translation adjustment | ( | ) | ||||||
Balance at end of period – Franchisees |
NOTE 4 — INVENTORY, NET
As of April 30, 2025 and October 31, 2024, inventory comprised of the following:
April 30, 2025 | October 31, 2024 | |||||||
Raw materials | ||||||||
Goods shipped to customer | ||||||||
Finished goods | ||||||||
Inventories, net |
Inventory write-down expense
was $
NOTE 5 — LOANS RECEIVABLE FROM FRANCHISEES, NET
Loans receivables from franchisees
consist of non-interest-bearing advances provided by the Company to its franchisees to purchase inventory, equipment; or for use as working
capital. The maturity date of the loan is
As of April 30, 2025 and October 31, 2024, loan receivables from franchisees, net comprised of the following:
April 30, 2025 | October 31, 2024 | |||||||
Loan receivables from franchisees | ||||||||
Allowance for expected credit losses | ( | ) | ( | ) | ||||
Loan receivables from franchisees, net |
The following is a summary of the activity in the allowance for expected credit losses:
April 30, 2025 | October 31, 2024 | |||||||
Balance at beginning of period | ||||||||
Provision | ( | ) | ||||||
Effect of translation adjustment | ( | ) | ||||||
Balance at end of period |
F-13
Park Ha Biological Technology Co., Ltd. and
its Subsidiaries
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
NOTE 5 — LOANS RECEIVABLE FROM FRANCHISEES, NET (cont.)
The following is a summary of the movement of the loan:
April 30, 2025 | October 31, 2024 | |||||||
Balance at beginning of period | ||||||||
Loans lend to franchisees | ||||||||
Repayment from franchisees | ( | ) | ( | ) | ||||
Effect of translation adjustment | ( | ) | ||||||
Balance at end of period |
The amount of loans that are
past due as of April 30,2025 and October 31, 2024 were $
As of April 30, 2025 and October 31, 2024, loans receivable from franchisees, net comprised of the following:
April 30, 2025 | October 31, 2024 | |||||||
Gao Wenjing | ||||||||
Wang Shimei | ||||||||
Xu Yong | ||||||||
Nan Xifeng | ||||||||
Zeng Yongjian | ||||||||
Song Mingfang | ||||||||
Wang Zhiya | ||||||||
Yu Yang | ||||||||
Wang Limin | ||||||||
Zhou Guixiang | ||||||||
Wang Jia | ||||||||
Wang Xuefeng | ||||||||
Wang Xiaohui | ||||||||
Zheng Yanhai | ||||||||
Chen Yu | ||||||||
Zhang Ying | ||||||||
Wang Hongli | ||||||||
Ge Xiaoqing | ||||||||
Zhu Hongjun | ||||||||
Liu Jie | ||||||||
Zhou Qianqian | ||||||||
Meng Hao | ||||||||
Liu Zonghui | ||||||||
Li Ruonan | ||||||||
Yan Tianxiang | ||||||||
Wu Yinghan | ||||||||
Liu Yuping | ||||||||
Xiao Yang | ||||||||
Sun Zhongyao | ||||||||
Shen Yue | ||||||||
Sun Xuqiang | ||||||||
Zhao Zhe | ||||||||
Fan Lingfu | ||||||||
Less: Allowance for expected credit loss | ( | ) | ( | ) | ||||
Loan receivables from franchisees, net |
F-14
Park Ha Biological Technology Co., Ltd. and
its Subsidiaries
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
NOTE 6 — OTHER RECEIVABLES AND OTHER CURRENT ASSETS, net
As of April 30, 2025 and
October 31, 2024,
April 30, 2025 | October 31, 2024 | |||||||
Other receivables | ||||||||
Deferred IPO Cost | ||||||||
Prepaid expenses | ||||||||
Total | ||||||||
Allowance for expected credit loss | ( | ) | ( | ) | ||||
Other receivables and other current assets, net |
The following is a summary of the activity in the allowance for expected credit losses:
April 30, 2025 | October 31, 2024 | |||||||
Balance at beginning of period- Other receivables | ||||||||
Provision | ( | ) | ||||||
Effect of translation adjustment | ||||||||
Balance at end of period other receivables |
NOTE 7 — PROPERTY & EQUIPMENT, NET
As of April 30, 2025 and October 31, 2024, property and equipment, net comprised of the following:
April 30, 2025 | October 31, 2024 | |||||||
At Cost: | ||||||||
Office furniture | ||||||||
Motor vehicle | ||||||||
Office equipment | ||||||||
Leasehold improvements | ||||||||
Total, Cost | ||||||||
Accumulated depreciation | ( | ) | ( | ) | ||||
Total, net |
Depreciation expenses were
$
NOTE 8 — INTANGIBLE ASSETS, NET
As of April 30, 2025 and October 31, 2024, intangible assets, net comprised of the following:
April 30, 2025 | October 31, 2024 | |||||||
At Cost: | ||||||||
Trademark | ||||||||
Software | ||||||||
Accumulated depreciation | ( | ) | ( | ) | ||||
Total, net |
Amortization expenses were
$
For the years ending October 31, | ||||||||||||||||||||||||
2025* | 2026 | 2027 | 2028 | 2029 | thereafter | |||||||||||||||||||
Amortization expenses |
*
F-15
Park Ha Biological Technology Co., Ltd. and
its Subsidiaries
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
NOTE 9 — OTHER NON-CURRENT ASSETS
As of April 30, 2025 and
October 31, 2024,
April 30, 2025 | October 31, 2024 | |||||||
Lease deposits | ||||||||
Deferred Tax Asset | ||||||||
Total |
NOTE 10 — TAXES PAYABLE
As of April 30, 2025 and October 31, 2024, taxes payable comprised of the following:
April 30, 2025 | October 31, 2024 | |||||||
Enterprise income tax payable | ||||||||
Value-added tax, net | ||||||||
City maintenance and construction tax | ||||||||
Additional education fees | ||||||||
Other taxes | ||||||||
Total |
NOTE 11 — CONTRACT LIABILITIES
For service contracts where the performance obligation is not completed, contract liabilities were recorded for any payments received in advance of the performance obligation. The payments received in advance will not be refunded and will be amortized in future when met performance obligations.
As of April 30, 2025 and October 31, 2024, contract liabilities is comprised of the following:
April 30, 2025 | October 31, 2024 | |||||||
Unearned franchise fee | ||||||||
Customer advance for beauty products | ||||||||
Total |
The unearned franchise fee
of $
F-16
Park Ha Biological Technology Co., Ltd. and
its Subsidiaries
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
NOTE 11 — CONTRACT LIABILITIES (cont.)
As of April 30, 2025 and October 31, 2024, unearned franchise fee comprised of the following:
April 30, 2025 | October 31, 2024 | |||||||
Li Yi | ||||||||
Gao Wenjing | ||||||||
Yan Tianxiang | ||||||||
Wu Yinghan | ||||||||
Liu Yuping | ||||||||
Wang Shimei | ||||||||
Xu Yong | ||||||||
Nan Xifeng | ||||||||
Song Mingfang | ||||||||
Wang Zhiya | ||||||||
Yu Yang | ||||||||
Wang Limin | ||||||||
Li Jie | ||||||||
Sheng Xidong | ||||||||
Zhou Guixiang | ||||||||
Wang Jia | ||||||||
Wang Xuefeng | ||||||||
Wang Xiaohui | ||||||||
Ge Xiaoqing | ||||||||
Li Ruonan | ||||||||
Meng Hao | ||||||||
Chen Yu | ||||||||
Wang Hongli | ||||||||
Zhang Ying | ||||||||
Liu Zonghui | ||||||||
Xiao Yang | ||||||||
Sun Zhongyao | ||||||||
Shen Yue | ||||||||
Fan Lingfu | ||||||||
Sun Xuqiang | ||||||||
Zhao Zhe | ||||||||
Zheng Tinghai | ||||||||
Liu Jie | ||||||||
Zhu Hongjun | ||||||||
Zhou Qianqian | ||||||||
Total |
F-17
Park Ha Biological Technology
Co., Ltd. and its Subsidiaries
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
NOTE 12 — RELATED PARTY TRANSACTIONS
The Company had transactions with the following related parties:
Name of Related Party | Nature of Relationship | |
Guozhen Liu | ||
Fujun Yu | ||
Hengquan Zhang | ||
Xiaoqiu Zhang |
Due from related party
The Company made advances to
Ms. Xiaoqiu Zhang for working capital to be paid on behalf of the Company. The balance due from Ms. Xiaoqiu Zhang was $
The Company made advances to
Mr. Hengquan Zhang for working capital to be paid on behalf of the Company. The balance due from Mr. Hengquan Zhang was $
Due to related party
The Company received advances
from Ms. Xiaoqiu Zhang as working capital. The balance due to Ms. Xiaoqiu Zhang was $
The amounts due from related party and due to related party above are non-interest bearing, without maturity and due on demand.
F-18
Park Ha Biological Technology Co., Ltd. and
its Subsidiaries
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
NOTE 13 — LEASES
As of April 30, 2025,
the Company has operating leases for seven operating leases for its two office locations, three company-operated stores, one staff dormitory
and one warehouse. Leases with an initial term of
Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The discount rate used to calculate present value is incremental borrowing rate or, if available, the rate implicit in the lease.
The components of lease expense and supplemental cash flow information related to leases for the period are as follows:
For the Six Months End | ||||||||
April 30, | ||||||||
2025 | 2024 | |||||||
Lease Cost | ||||||||
Operating lease cost | $ | $ | ||||||
Other Information | ||||||||
Cash paid for amounts included in the measurement of lease liabilities | $ | $ |
As of April 30, 2025 and October 31, 2024, the weighted average lease term and discount rate are as follows:
April 30, 2025 | October 31, 2024 | |||||||
Weighted average remaining lease term – operating leases (in years) | ||||||||
Average discount rate – operating lease | % | % |
As of April 30, 2025 and October 31, 2024, the supplemental balance sheet information related to leases are as follows:
April 30, 2025 | October 31, 2024 | |||||||
Operating leases | ||||||||
Right-of-use assets | $ | $ | ||||||
Operating lease liabilities, current | $ | $ | ||||||
Operating lease liabilities, non-current | $ | |||||||
Total operating lease liabilities | $ | $ |
F-19
Park Ha Biological Technology
Co., Ltd. and its Subsidiaries
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
NOTE 13 — LEASES (cont.)
The undiscounted future minimum lease payment schedule as follows:
For the years ending April 30, | ||||
Remainder of 2025 | ||||
2026 | ||||
2027 | ||||
2028 | ||||
2029 | ||||
Total undiscounted lease payments | ||||
Less imputed interest | ( | ) | ||
Total lease liabilities |
NOTE 14 — SHAREHOLDERS’ EQUITY
The Company was incorporated
in the Cayman Islands in October 2022 under the Cayman Islands Companies Act as an exempted company with limited liability. As
of April 30, 2025, the Company is authorized to issue
As of April 30, 2025, the Company
has
On December 30, 2024, the Company
completed initial public offering, issued and sold
On January 24, 2025, the Company
issued and sold
On February 28, 2025, the
Board of Directors resolved and approved: the company adopt the 2025 Equity Incentive Plan, under which the total number of authorized
and issuable shares of the company’s common stock (with a par value of $
F-20
Park Ha Biological Technology Co., Ltd. and
its Subsidiaries
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
NOTE 15 — RESTRICTED NET ASSETS
As a result of the PRC laws
and regulations and the requirement that distributions by PRC entities can only be paid out of distributable profits computed in accordance
with PRC GAAP, the PRC entities are restricted from transferring a portion of their net assets to the Company.
As of | ||||||||
April 30, 2025 | October 31, 2024 | |||||||
Paid-in capital | ||||||||
Additional paid in capital | ||||||||
Statutory reserve | ||||||||
Total |
NOTE 16 — SEGMENTS AND GEOGRAPHIC INFORMATION
The Company believes that it operates in two business segments which comprised of products sales and franchise service; and it operates in one geographical location China. The Company disaggregates its revenue into categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.
Summarized financial information
for the
Six Months Ended April 30, 2025 | ||||||||||||
Product Sales | Franchise fees | Consolidated | ||||||||||
Revenues, net | ||||||||||||
Cost of revenues | ||||||||||||
Gross profit | ||||||||||||
Depreciation and amortization | ||||||||||||
Other expense (income), net | ||||||||||||
Income tax expenses (benefits) | ||||||||||||
Net (Loss) Income | ( | ) | ( | ) | ( | ) |
Six Months Ended April 30, 2024 | ||||||||||||
Product Sales | Franchise fees | Consolidated | ||||||||||
Revenues, net | ||||||||||||
Cost of revenues | ||||||||||||
Gross profit | ||||||||||||
Depreciation and amortization | ||||||||||||
Other expense (income), net | ||||||||||||
Income tax expenses (benefits) | ( | ) | ||||||||||
Net (Loss) Income | ( | ) |
Summarized financial information for revenues, costs and profits is as follows
Sales revenues comprised of the following:
Six Months Ended | ||||||||||||||||
April 30, 2025 | April 30, 2024 | |||||||||||||||
Products sales – Non-franchisees | % | % | ||||||||||||||
Product Sales – Franchisees | % | % | ||||||||||||||
Franchise fees | % | % | ||||||||||||||
Total | % | % |
F-21
Park Ha Biological Technology Co., Ltd. and
its Subsidiaries
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
NOTE 16 — SEGMENTS AND GEOGRAPHIC INFORMATION (cont.)
Direct costs comprised of the following:
Six Months Ended | ||||||||||||||||
April 30, 2025 | April 30, 2024 | |||||||||||||||
Products sales – Non-franchisees | % | % | ||||||||||||||
Product Sales – Franchisees | % | % | ||||||||||||||
Franchise fees | % | % | ||||||||||||||
Total | % | % |
Gross profit comprised of the following:
Six Months Ended | ||||||||||||||||
April 30, 2025 | April 30, 2024 | |||||||||||||||
Products sales – Non-franchisees | % | % | ||||||||||||||
Product Sales – Franchisees | % | % | ||||||||||||||
Franchise fees | % | % | ||||||||||||||
Total | % | % |
NOTE 17 — CONCENTRATION RISKS
Concentration of credit risk
Cash deposits with banks are held in financial institutions in China, which deposits are not federally insured. Accordingly, the Company has a concentration of credit risk related to the uninsured part of bank deposits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant credit risk.
Concentration of customers and suppliers
The Company has a concentration risk related to suppliers and customers. Failure to maintain existing relationships with the suppliers or customers to establish new relationships in the future could negatively affect the Company’s ability to obtain goods sold to customers in a price advantage and timely manner. If the Company is unable to obtain ample supply of goods from existing suppliers or alternative sources of supply, the Company may be unable to satisfy the orders from its customers, which could materially and adversely affect revenues.
The customers accounting for 10% or more of the Company’s revenue include the following:
For the Six Months Ended | ||||||||
April 30, 2025 | April 30, 2024 | |||||||
Percentage of Company revenue | ||||||||
Customer F | % | % | ||||||
Customer G | % | % |
The customers that accounted for 10% or more of the Company’s accounts receivable comprised of the following:
April 30, 2025 | October 31, 2024 | |||||||
Percentage of the Company’s accounts receivable | ||||||||
Customer A | % | % | ||||||
Customer B | % | % | ||||||
Customer C | % | % | ||||||
Customer D | % | % | ||||||
Customer E | % | % | ||||||
Customer F | % | % | ||||||
Customer G | % | % | ||||||
Customer H | % | % | ||||||
Customer I | % | % |
F-22
Park Ha Biological Technology Co., Ltd. and
its Subsidiaries
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
NOTE 17 — CONCENTRATION RISKS (cont.)
The suppliers that accounted for 10% or more of the Company’s purchases comprised of the following:
For the Six Months Ended | ||||||||
April 30, 2025 | April 30, 2024 | |||||||
Percentage of the Company’s purchases | ||||||||
Supplier A | % | % | ||||||
Supplier B | % | % | ||||||
Supplier C | % | % | ||||||
Supplier D | % | % | ||||||
Supplier E | % | % | ||||||
Supplier H | % | % | ||||||
Supplier I | % | % |
The suppliers that accounted for 10% or more of the Company’s account payables comprised of the following:
April 30, 2025 | October 31, 2024 | |||||||
Percentage of the Company’s accounts payable | ||||||||
Supplier F | % | % | ||||||
Supplier G | % | % | ||||||
Supplier J | % | % |
NOTE 18 — INCOME TAX
Cayman Islands
Under the current laws of the Cayman Islands, entities are not subject to tax on income or capital gain. In addition, payments of dividends by the Company to their shareholders are not subject to withholding tax in the Cayman Islands.
Hong Kong
Park Ha Biological Technology
(HK) Co., Ltd. is incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory
financial statements adjusted in accordance with relevant Hong Kong tax laws. The applicable tax rate for the first HKD$
F-23
Park Ha Biological Technology
Co., Ltd. and its Subsidiaries
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
NOTE 18 — INCOME TAX (cont.)
China, PRC
The Company in general is subject
to profits tax rate at
In accordance with the implementation
rules of EIT Laws, a qualified “High and New Technology Enterprise” (“HNTE”) is eligible for a preferential tax
rate of
Announcement No. 12 [2023]
of the Ministry of Finance and the State Taxation Administration stipulates that the preferential corporate income tax (CIT) policy for
small and low-profit enterprises (SLPEs) — reducing taxable income by
Announcement No. 12 [2023]
of the Ministry of Finance and the State Taxation Administration on Further Tax and Fee Support Policies for Micro and Small Enterprises
and Individual Businesses From January 1, 2023, to December 31, 2027,
Income taxes in the PRC are consist of:
For the Six Months Ended | ||||||||
April 30, | ||||||||
2025 | 2024 | |||||||
Current income tax expense | ||||||||
Deferred income tax benefit | ( | ) | ( | ) | ||||
Total income tax expense |
F-24
Park Ha Biological Technology Co., Ltd. and
its Subsidiaries
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
NOTE 18 — INCOME TAX (cont.)
The net taxable income before income taxes and its provision for income taxes comprised of the following:
For the Six Months Ended | ||||||||
April 30, | ||||||||
2025 | 2024 | |||||||
(Loss) Income attributed to China | ( | ) | ||||||
PRC statutory tax rate | % | % | ||||||
Income tax expense at PRC statutory income tax rate | ( | ) | ||||||
Tax effect of preferential tax treatments | ||||||||
Research and development credit | ( | ) | ( | ) | ||||
Non-deductible expenses | ||||||||
Change in valuation allowance | ||||||||
Tax expense, net |
As of April 30, 2025and
October 31, 2024,
As of | ||||||||
April 30, 2025 | October 31, 2024 | |||||||
Net operating losses carried forward in the PRC | ||||||||
Allowance of expected credit loss | ||||||||
Total | ||||||||
Less: Valuation allowance | ( | ) | ( | ) | ||||
Deferred tax assets, net |
As of April 30, 2025 and
October 31, 2024, the Company’s PRC entities had net operating loss carryforwards of approximately $
NOTE 19 — SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the filing of the financial statements and determined that there have been no events that have occurred that would require adjustments to or disclosure in the consolidated financial statements except for the following:
On March 3, 2025, Astra Nova
Ventures Limited borrowed US$
On July 7, 2025, the company’s
board of directors approved the adoption of the Amended Plan, which amended and restated the company’s 2025 Share Incentive Plan.
An additional
NOTE 20 — PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION
Park Ha Biological Technology Co., Ltd. (“Park Ha Cayman”) was incorporated in the Cayman Islands on October 11, 2022.
The condensed parent company
financial statements have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X, as the restricted
net assets of the subsidiaries of Park Ha Cayman exceed
F-25
Park Ha Biological Technology Co., Ltd. and
its Subsidiaries
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
NOTE 20 — PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION (cont.)
The condensed parent company financial statements have been prepared using the same accounting principles and policies described in the notes to the unaudited condensed consolidated financial statements, with the only exception being that the parent company accounts for its subsidiaries using the equity method. Refer to the unaudited condensed consolidated financial statements and notes presented above for additional information and disclosures with respect to these financial statements.
As of April 30, 2025 and October 31, 2024, there were no material contingencies, significant provisions of long-term obligations, mandatory dividend or redemption requirements of redeemable stock or guarantees of the Company, except for those that have been separately disclosed in the consolidated financial statements, if any.
Condensed Balance Sheets
April 30, | October 31, | |||||||
2025 | 2024 | |||||||
ASSETS | ||||||||
Current Assets | ||||||||
Cash and cash equivalents | ||||||||
Other receivables and other current assets | ||||||||
Deferred IPO Cost | ||||||||
Total Current Assets | ||||||||
Non-Current Assets | ||||||||
Investment in subsidiaries | ||||||||
Total Non-Current Assets | ||||||||
TOTAL ASSETS | ||||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
Current Liabilities | ||||||||
Intercompany Payable | ||||||||
Total Current Liabilities | ||||||||
TOTAL LIABILITIES | ||||||||
Shareholders’ Equity | ||||||||
Ordinary shares ( | ||||||||
Additional Paid In Capital | ||||||||
Statutory Reserve | ||||||||
Retained Earnings (Accumulated Deficits) | ( | ) | ||||||
Accumulated Other Comprehensive Loss | ( | ) | ( | ) | ||||
Total Stockholders’ Equity | ||||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |
* |
Condensed Statements of Operations
Six Months Ended April 30, 2025 | Six Months Ended April 30, 2024 | |||||||
Operating costs and expenses: | ||||||||
General and administrative expenses | ||||||||
Total operating expenses | ||||||||
Other income (expense): | — | |||||||
Other income | ||||||||
Interest income | ||||||||
Interest expense | ||||||||
Total other income (expenses) | ||||||||
Share of income of subsidiaries | ||||||||
Net (loss) income | ( | ) |
F-26