SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
8 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
The consolidated financial statements of the Company have been prepared in accordance with the generally accepted accounting principles in the United States of America (“U.S. GAAP”) and regulations of the Securities and Exchange Commission (the “SEC”).
On September 2, 2025, the Company completed the acquisition of GW Reader Holding, Willing Read and GW Reader (“GW Reader Holding Group”). No consideration was paid. As the transfer represents a transaction between entities under common control in accordance with ASC 805-50, Business Combinations (“ASC 805-50”) the assets and liabilities of GW Reader Holding Group were recognized at their historical carrying amounts on the date of combination.
The accompanying consolidated financial statements include the results of GW Reader Holding Group from September 2, 2025 onwards. The Company did not have subsidiaries requiring consolidation in prior years. Accordingly, comparative prior-years financial information is presented on a standalone (parent-only) basis and has not been restated.
The consolidated financial statements include the accounts of the Company and its subsidiaries and all intercompany transactions and balances have been eliminated. Acquired businesses are included in the consolidated financial statements from the date on which control is transferred to the Company.
Going Concern
For the eight months ended March 31, 2026, the Company incurred a net loss of $67,368 and the current liabilities of the Company exceeded its current assets by $606,896 and has an accumulated stockholders’ deficits of $334,237. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company’s profit generating operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company expects to finance its operations primarily through continuing financial support from a stockholder. In the event that the Company require additional funding to finance the growth of the Company’s current and expected future operations as well as to achieve our strategic objectives, the stockholder has indicated the intent and ability to provide additional financing.
Use of Estimates and Significant Judgements
Management uses estimates and judgements in preparing these consolidated financial statements in accordance with US GAAP. These estimates and judgements affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenue and expenses during the periods presented. Actual results may differ from these estimates.
Significant estimates and judgments include, but are not limited to, the assessment of goodwill impairment, the determination of whether the acquisition of GW Reader Holding Group qualified as a common-control transaction under ASC 805-50, and the assessment of income taxes, deferred tax assets and deferred tax liabilities.
Management assesses goodwill for impairment in accordance with U.S. GAAP. The assessment includes consideration of qualitative factors and, where required, a quantitative impairment test. Based on management’s assessment, no goodwill impairment was recognized for the period ended March 31, 2026.
Management also evaluates income taxes and deferred income taxes based on enacted tax laws, temporary differences between the financial reporting and tax bases of assets and liabilities, and the realizability of deferred tax assets. Where applicable, a valuation allowance is recognized when it is more likely than not that some or all of the deferred tax assets will not be realized.
Management determined that the acquisition of GW Reader Holding Group qualified as a common-control transaction under ASC 805-50, as the Company and GW Reader Holding Group were under common control at the acquisition date. Accordingly, the assets and liabilities of GW Reader Holding Group were recognized at their historical carrying amounts. Consolidation commenced on the completion date of September 2, 2025, and prior years were not restated.
Cash and Cash Equivalents
Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.
Credit losses
The Company estimates and records a provision for its expected credit losses related to its financial instruments, including its trade receivables. Management considers historical collection rates, the current financial status of the Company’s customers, macroeconomic factors, and other industry-specific factors when evaluating current expected credit losses. Forward-looking information is also considered in the evaluation of current expected credit losses. However, because of the short time to the expected receipt of accounts receivable, management believes that the carrying value, net of expected losses, approximates fair value and therefore, relies more on historical and current analysis of such financial instruments, including its trade receivables.
To determine the provision for credit losses for accounts receivable, the Company has disaggregated its accounts receivable by class of customer at the business component level, as management determined that risk profile of the Company’s customers is consistent based on the type and industry in which they operate. Each business component is analyzed for estimated credit losses individually. In doing so, the Company establishes a historical loss matrix, based on the previous collections of accounts receivable by the age of such receivables, and evaluates the current and forecasted financial position of its customers, as available. Further, the Company considers macroeconomic factors and the status of the relevant industry to estimate if there are current expected credit losses within its trade receivables based on the trends of the Company’s expectation of the future status of such economic and industry-specific factors. Also, specific allowance amounts are established based on review of outstanding invoices to record the appropriate provision for customers that have a higher probability of default.
As of March 31, 2026, July 31, 2025 and July 31, 2024, there were no allowances for credit losses recorded against accounts receivable.
Goodwill
Goodwill is the excess of the cost of an acquired entity over the fair value of amounts assigned to the assets acquired and liabilities assumed in a business combination. Under the guidance of ASC 350, goodwill is not amortized; rather, it is tested for impairment annually and is tested for impairment between annual tests if an event occurs or circumstances change that would indicate that it is more likely than not that the fair value of a reporting unit is below its carrying amount. An impairment loss is recognized when the carrying amount of the reporting unit, including goodwill, exceeds the estimated fair value of the reporting unit and is measured as the amount of such excess, limited to the carrying amount of goodwill allocated to the reporting unit. The Company’s policy is to perform its annual impairment testing for its reporting units on March 31 of each fiscal year.
Fair Value Measurement
ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The statement clarifies that the exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability in the market in which the reporting entity would transact for the asset or liability, that is, the principal or most advantageous market for the asset or liability. It also emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and that market participant assumptions include assumptions about risk and effect of a restriction on the sale or use of an asset.
This ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).
Deferred Revenue
Deferred revenue is recorded when the Company entered into a contract with a customer and cash payments are received or due prior to transfer of control or satisfaction of the related performance obligation.
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, revenue is recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to receive. The Company applies the following five-step model to all revenue arrangements:
(i) identification of the promised goods and services in the contract;
(ii) determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the contract;
(iii) measurement of the transaction price, including the constraint on variable consideration;
(iv) allocation of the transaction price to the performance obligations; and
(v) recognition of revenue when (or as) the Company satisfies each performance obligation.
The Company generates revenue from two primary sources:
(i) Apparel trading business; and
(ii) Digital publishing business.
Apparel trading business
The Company engages in the wholesale distribution of apparel products. Revenue is recognized when control of the goods transfers to the customer, which generally occurs upon delivery. The Company’s performance obligation in these arrangements is the transfer of apparel products. The Company does not have significant variable consideration in its wholesale operations.
Digital publishing business
The Company provides users with access to paid digital content, including web-novels and e-books. Users purchase virtual currency (“Coins”), which is subsequently redeemed for access to specific content. The Company’s performance obligation is to provide access to the selected content.
Revenue is recognized based on the usage of Coins by users, as such usage represents a faithful depiction of the transfer of services.
The Company has determined that it is the principal in the majority of Paid Content transactions because it controls the monetization and availability of content, has discretion in establishing pricing, is responsible for customer service, and controls the promotion and presentation of content. Accordingly, revenue is recognized gross, and amounts retained by content creators are recorded as expenses.
Cost of Revenue
In accordance with ASC 340-40, Contracts with Customers (“ASC 340-40”) and ASC 606, the Company recognizes cost of revenue as those costs directly attributable to the delivery of its services and the generation of revenue.
Apparel trading business
Cost of revenue includes the cost of purchasing apparel products and freight or handling costs directly associated with fulfilling customer orders.
Cost of revenue does not include indirect expenses such as general administrative expenses and marketing-related costs.
Digital publishing business
Cost of revenue primarily consists of service charges imposed by a third-party collection company that processes and remits customer payments. These charges are deducted from gross collections and are recognized in the period in which the related revenue is earned.
Cost of revenue does not include indirect costs such as general administrative expenses or marketing-related costs.
Foreign currencies translation
Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations and comprehensive income (loss).
The functional currency of the Company is the United States Dollars (“US$” or “US dollars”) and the accompanying consolidated financial statements have been expressed in US dollars. In addition, the Company’s subsidiary maintains its books and record in Malaysia Ringgit (“MYR”), United States Dollars (“US$”) and Hong Kong Dollars (“HK$”), which is the respective functional currency as being the primary currency of the economic environment in which the entity operates.
In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US dollars are translated into US dollars, in accordance with ASC 830-30, Translation of Financial Statement (“ASC 830-30”), using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income.
Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates for the respective periods:
Income Taxes
The Company accounts for income taxes using the asset and liability method prescribed by ASC 740, Income Taxes (“ASC 740”). Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the years in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company also adopted ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which requires disaggregated information about the reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.
ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclosed in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.
The Company calculates net (loss) income per share in accordance with ASC 260, Earnings per Share (“ASC 260”). Basic (loss) income per share is computed by dividing the net (loss) income by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic (loss) income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.
During the transition period ended March 31, 2026 and years ended July 31, 2025 and July 31, 2024, the Company has no potentially dilutive securities, such as options or warrants, outstanding.
Related Parties
Parties, which can be a corporation or individual, 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 operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
Segment Reporting
The Company follows the guidance of ASC 280, Segment Reporting (“ASC 280”), which establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. For the eight months ended March 31, 2026, the Company has two reportable segments based on business unit, apparel and garment trading business and digital publishing business and two reportable segments based on country, China and Malaysia. The Company also adopted ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses.
Recent Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023 and interim periods in fiscal years beginning after December 15, 2024, and early adoption is permitted. The Company is currently evaluating the impact of this ASU may have on its consolidated financial statements and related disclosures.
In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. The ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024, and early adoption is permitted. The Company is currently evaluating the impact of this ASU may have on its consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU 2024-03 “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses”. The guidance in ASU 2024-03 requires public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory; employee compensation; and depreciation, amortization and depletion expenses for each caption on the income statement where such expenses are included. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements. The Company is currently evaluating the provisions of this guidance and assessing the potential impact on the Company’s consolidated financial statement disclosures.
In March 2025, the FASB issued ASU 2025-02, “Liabilities (Topic 405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 122”, which removes certain SEC guidance related to obligations to safeguard crypto-assets. The Company does not engage in activities involving crypto-assets; therefore, the adoption of this ASU is not expected to have a material impact on its consolidated financial statements.
In May 2025, the FASB issued ASU 2025-04, “Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer”, which amends ASC 718 and ASC 606 to (i) expand the definition of a performance condition to include vesting tied to a customer’s own purchases or the purchases of the customer’s customers, (ii) require entities to estimate expected forfeitures, and (iii) clarify that the variable consideration guidance in ASC 606 does not apply to share-based consideration payable to a customer. The amendments are effective for annual and interim periods beginning after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact of this guidance on the Company’s consolidated financial statements.
In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements”. The amendments clarify the scope of interim reporting guidance and improve the form and content of interim financial statements and related disclosures. The update also introduces a disclosure principle requiring entities to disclose events occurring since the end of the most recent annual reporting period that have a material impact on the entity. The amendments are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements and related disclosures.
The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s consolidated financial statements.
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