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The Share Exchange Agreement (SEA)
3 Months Ended
Mar. 31, 2024
The Share Exchange Agreement (SEA)  
The Share Exchange Agreement (SEA)

NOTE 6 – The Share Exchange Agreement (SEA)

 

On July 17, 2023, the Company entered into a Share Exchange Agreement (the “SEA”) with Kingdom Defi Limited in relation to its 100% interests in Harmony Physiotherapy Limited (the “Predecessor Company”)’s operations of professional physiotherapy treatment and healthcare services. On July 19, 2023, the Company issued 25,000,000 common shares to Kingdom Defi Limited as per the SEA in exchange for a new business into the Company. However, the Predecessor Company was unable to deliver their audited financial statements as of March 31, 2024 due to delays from the Predecessor Company’s accountants. Therefore, the closing of the SEA was mutually agreed to be postponed to July 31, 2024, and the 25,000,000 common shares issued were recorded at par value with debit to Additional Paid-in Capital and excess charged to Other Expenses – Share Issuance Cost. The Company expect to takeover Harmony Medical Group Limited (the “Successor Company”), a dormant company incorporated in Hong Kong on March 8, 2023 before July 31, 2024 to carry out the operations of The Predecessor Company. Therefore, we will cease to be a shell in July 2024, after the Successor Company has taken over the operations of the Predecessor Company. The Company will incorporate the net asset value of the Successor Company into the Company’s books against Additional Paid-in Capital. The new share issuance was completed on August 18, 2023.

 

On March 6, 2024, The Predecessor Company’s auditor signed off on the Predecessor Company’s financial statements for the two years ended March 31, 2023 and 2022. A summary of key financial figures and additional information is provided in Note – 7, Subsequent Events.