UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
The Quarterly Period Ended
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ____________ to ____________
Commission
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(Exact name of registrant issuer as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Address of principal executive offices, including zip code
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N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name on each exchange on which registered | ||
| N/A | N/A | N/A |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer ☐ | Accelerated Filer ☐ | Smaller reporting company | |
| Emerging growth company |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).
Yes
☐
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
N/A
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Outstanding at August 14, 2023 | |
| Common Stock, $0.0001 par value |
TABLE OF CONTENTS
| 2 |
PART I — FINANCIAL INFORMATION
Item 1. Financial statements
SYNERGY EMPIRE LIMITED.
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2023 and MARCH 31, 2023
(Currency expressed in United States Dollars (“US$”), except for number of share)
| As of June 30, 2023 | As of March 31, 2023 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Prepaid expenses and deposits | ||||||||
| TOTAL CURRENT ASSETS | $ | $ | ||||||
| NON-CURRENT ASSETS | ||||||||
| Plant and equipment, net | ||||||||
| Intangible asset, net | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses and other payables | ||||||||
| Bank borrowing | ||||||||
| Amount due to a director | ||||||||
| TOTAL CURRENT LIABILITIES | $ | $ | ||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Preferred stock – Par value $; Authorized: issued and outstanding | ||||||||
| Common stock – Par value $; Authorized: Issued and outstanding: shares as of June 30 and March 31, 2023 | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive income/(loss) | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL STOCKHOLDERS’ DEFICIT | $ | ( | ) | $ | ( | ) | ||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
| F-1 |
SYNERGY EMPIRE LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
FOR THE THREE MONTHS ENDED JUNE 30, 2023 AND 2022
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| For the Three Months Ended, June 30 | ||||||||
| 2023 | 2022 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| REVENUE | $ | $ | ||||||
| COST AND EXPENSES: | ||||||||
| Cost of revenue | ( | ) | ||||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Total operating costs and expenses | ( | ) | ( | ) | ||||
| Loss from operations | ( | ) | ( | ) | ||||
| Finance cost | ( | ) | ( | ) | ||||
| Loss before income tax | ( | ) | ( | ) | ||||
| Income tax expense | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Foreign currency translation gain | ||||||||
| Total comprehensive income | $ | $ | ( | ) | ||||
| Net loss per share, basic and diluted | $ | ( | ) | $ | ( | ) | ||
| Weighted average number of common shares outstanding, basic and diluted | ||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
| F-2 |
SYNERGY EMPIRE LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED JUNE 30, 2023 AND 2022
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| Common Stock | ||||||||||||||||||||||||
| NUMBER OF Shares | Amount | Additional Paid-in Capital | Accumulated (DEFICIT)/ PROFIT | Accumulated comprehensive loss | Total STOCKHOLDERS EQUITY | |||||||||||||||||||
| Balance as of April 1, 2023 | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||
| Foreign currency translation | - | |||||||||||||||||||||||
| Balance as of June 30, 2023 | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||
| Common Stock | ||||||||||||||||||||||||
| NUMBER OF Shares | Amount | Additional Paid-in Capital | Accumulated (DEFICIT)/ PROFIT | Accumulated comprehensive loss | Total STOCKHOLDERS EQUITY | |||||||||||||||||||
| Balance as of April 1, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||
| Foreign currency translation | - | |||||||||||||||||||||||
| Balance as of June 30, 2022 | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||
See accompanying notes to consolidated financial statements
| F-3 |
SYNERGY EMPIRE LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THREE MONTHS ENDED JUNE 30, 2023 AND 2022
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| For the Three Months Ended, June 30 | ||||||||
| 2023 | 2022 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
| Depreciation and amortization expenses | ||||||||
| Write off of other receivables | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Increase in accounts receivable | ( | ) | ||||||
| Increase in inventories | ( | ) | ||||||
| Decrease/(Increase) in prepaid expenses and deposit | ( | ) | ||||||
| Decrease in accounts payable | ( | ) | ||||||
| Decrease in accrued liabilities and other payables | ( | ) | ( | ) | ||||
| Change in operating lease liability | ( | ) | ||||||
| Net cash flows used in operating activities | $ | ( | ) | $ | ( | ) | ||
| CASH FLOWS FROM INVESTING ACTIVITY: | ||||||||
| Purchase of plant and equipment | ( | ) | ||||||
| Net cash flows used in investing activity | $ | $ | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Advance from directors | ||||||||
| Principal repayments of bank loan | ( | ) | ( | ) | ||||
| Net cash flows provided by financing activities | $ | $ | ||||||
| Effect of exchange rate changes | $ | $ | ||||||
| Net changes in cash and cash equivalents | ( | ) | ( | ) | ||||
| Cash and cash equivalents, beginning of year | ||||||||
| CASH AND CASH EQUIVALENTS, END OF YEAR | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOWS INFORMATION | ||||||||
| Income taxes paid | $ | $ | ||||||
| Interest paid | $ | $ | ||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
| F-4 |
SYNERGY EMPIRE LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JUNE 30, 2023 AND 2022
(Currency expressed in United States Dollars (“US$”), except for number of shares)
1. ORGANIZATION AND BUSINESS BACKGROUND
Synergy Empire Limited (“the Company”) was incorporated under the laws of the State of Nevada on October 17, 2018. We have historically conducted our business through Lucky Star F&B Sdn. Bhd. and SH Dessert Sdn. Bhd, both are private limited liability company, incorporated in Malaysia.
On
January 16, 2019, the Company acquired
On
December 31, 2018, Synergy Empire Marshall acquired
On
February 21, 2019, Synergy Empire HK acquired
Lucky
Star acquired
On
February 26, 2021, Synergy Empire Marshall acquired
Mr. Leong Will Liam is the common director and major shareholder of the Company, Synergy Empire Marshall and Synergy Empire HK.
On July 29, 2022, the Company approved the resignation of Mr. Leong Will Liam concurrently with the appointment of Mr. Vicknesya Naayaker A/L Punosamy as the director of Lucky Star F&B Sdn. Bhd.
On July 29, 2022, the Company approved the resignation of Mr. Leong Will Liam concurrently with the appointment of Mr. Praveen A/L Ravichandran as the director of SH Dessert Sdn. Bhd.
The Company, through its wholly owned subsidiaries, produce and distribute high quality dessert through Lucky Star and operate two restaurants through SH Dessert. Details of the Company’s subsidiaries:
| No. | Company Name | Domicile and Date of Incorporation | Particulars of Issued Capital | Principal Activities | ||||
| 1 | ||||||||
| 2 | ||||||||
| 3 |
On October 31, 2022, the Company terminated all the tenancy agreements before the due date of the agreements.
On November 30, 2022, the Company has entered into a lease agreement with a third party, Sweet Bakery & Dessert Café Sdn Bhd to lease their assets to the third party. The leasing period is commencing from January 1, 2023 to December 31, 2023. The Company did not cease its business operation nor sell the operating assets. The Company is looking for a new strategic location to continue their business while leasing out their assets to the third party.
| F-5 |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
These accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).
The accompanying financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany transactions and balances were eliminated in consolidation.
Below is the organization chart of the Group.
Use of Estimates
In preparing these financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the years reported. Actual results may differ from these estimates.
Cash and Cash Equivalents
The Company considers short-term, highly liquid investments with an original maturity of 90 days or less to be cash equivalents.
Our
deposit in Malaysia is currently deposit in Public Bank Berhad and Standard Chartered Bank (Malaysia) Berhad, and there is a Perbadanan
Insurans Deposit Malaysia protects our eligible deposits held with bank in Malaysia which is members of the Scheme. The scheme will pay
a compensation up to a limit of Malaysia Ringgit (“MYR”)
Plant and Equipment
Plant and equipment are stated at cost, with depreciation provided using the straight-line method over the following periods:
| Asset Categories | Depreciation Periods | |
| Office and kitchen equipment | ||
| Motor vehicle |
Intangible Asset
Intangible assets are stated at cost, with amortization provided using the straight-line method over the following periods:
| Asset Categories | Amortization Periods | |
| Trademark |
| F-6 |
Inventories
Inventories consisting of products available for sell, are stated at the lower of cost or market value. Cost of inventory is determined using the first-in, first-out (FIFO) method. Inventory reserve is recorded to write down the cost of inventory to the estimated market value due to slow-moving merchandise and damaged goods, which is dependent upon factors such as historical and forecasted consumer demand, and promotional environment. The Company takes ownership, risks and rewards of the products purchased. Write downs are recorded in cost of revenue in the consolidated statements of operations and comprehensive income (loss).
Revenue recognition
Revenue is generated through sale of goods and delivery services. Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods and services. The Company applies the following five-step model in order to determine this amount:
| (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 adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under Topic 606, the Company records revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable. The Company records revenue from the sale of product upon shipment or delivery of the products to the customer. The Company doesn’t allow return of the products purchased or refund unless the food delivered is spoilt.
Cost of revenue
Cost of revenue includes the purchase cost of raw material for manufacturing and distribute to customers and packing materials. It includes purchasing and receiving costs, internal transfer costs, other costs of distribution network, opening and closing inventory net off discount received and return outwards in cost of revenue.
Income tax expense
Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC Topic 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
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,
The Company conducts major businesses in Malaysia and is subject to tax in their own jurisdictions. As a result of its business activities, the Company will file separate tax returns that are subject to examination by the foreign tax authorities.
| F-7 |
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$”) and the accompanying financial statements have been expressed in US$. In addition, the Company’s subsidiary maintains its books and record in Malaysian Ringgits (“MYR”) and United States Dollars (“US$”), 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$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, 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:
| For the three months ended June 30 | ||||||||
| 2023 | 2022 | |||||||
| Period-end MYR : US$1 exchange rate | ||||||||
| Period-average MYR : US$1 exchange rate | ||||||||
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.
Fair value of financial instruments
The carrying value of the Company’s financial instruments: cash and cash equivalents, account receivable, deposits and other receivables, account payable and accrued expenses and other payable approximate at their fair values because of the short-term nature of these financial instruments.
The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:
Level 1 : Observable inputs such as quoted prices in active markets;
Level 2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
Level 3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
As of June 30, 2023 and 2022, the Company did not have any nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements, at least annually, on a recurring basis, nor did the Company have any assets or liabilities measured at fair value on a non-recurring basis.
The Company calculates net income/(loss) per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income/(loss) per share is computed by dividing the net income/(loss) by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic income/(loss) 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.
| F-8 |
Lease
The Company adopted the ASU No. 2016-02, on April 1, 2019 (date of inception). The Company leases central kitchen and restaurants for fixed periods pre-emptive extension options. The Company recognizes lease payments for its short-term lease on a straight-line basis over the lease term.
As of June 30, 2023, the Company have no operating lease of which lease liability is initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease.
In determining the present value of the unpaid lease payments, ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As most of the Company leases do not provide an implicit rate, the Company uses its incremental borrowing rate as the discount rate for the lease. The Company incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments.
Accounts Receivable
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable. The Company extends credit to its customers in the normal course of business and generally does not require collateral. The Company’s credit terms are dependent upon the segment, and the customer. The Company assesses the probability of collection from each customer at the outset of the arrangement based on a number of factors, including the customer’s payment history and its current creditworthiness. If in management’s judgment collection is not probable, the Company does not record revenue until the uncertainty is removed.
Management performs ongoing credit evaluations, and the Company maintains an allowance for potential credit losses based upon its loss history and its aging analysis. The allowance for doubtful accounts is the Company’s best estimate of the amount of credit losses in existing accounts receivable. Management reviews the allowance for doubtful accounts each reporting period based on a detailed analysis of trade receivables. In the analysis, management primarily considers the age of the customer’s receivable, and also considers the creditworthiness of the customer, the economic conditions of the customer’s industry, general economic conditions and trends, and the business relationship and history with its customers, among other factors. If any of these factors change, the Company may also change its original estimates, which could impact the level of the Company’s future allowance for doubtful accounts. If judgments regarding the collectability of receivables were incorrect, adjustments to the allowance may be required, which would reduce profitability.
Accounts receivable are recognized and carried at the original invoice
amount less an allowance for any uncollectible amounts. An estimate for doubtful accounts receivable is made when collection of the full
amount is no longer probable. Bad debts are written off as identified. For the quarter ended
June 30, 2023, the Company makes an allowance for expected credit loss of $
Recently Issued Accounting Standards
In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. In November 2019, the FASB issued ASU 2019-10 highlighted the adoption timeline. For smaller reporting entities, Topic 326 is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years, of which is effective for the Company on April 1, 2023. An analysis of receivables, including credit losses, was conducted during the first quarter of fiscal 2023. The Company does not anticipate that the adoption of the new guidance will have a material impact on our consolidated financial statements.
Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.
3. GOING CONCERN UNCERTAINTIES
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The company having accumulated
deficit of $
For
the three months ended June 30, 2023 and 2022, the Company suffered from a net loss of $
Furthermore,
the Company recorded a negative working capital of $
The Company’s cash position is not sufficient to support the Company’s daily operations. While the Company believes in the viability of its strategy and in its ability to raise additional funds, there can be no assurances to that effect. The Company’s ability to continue as a going concern is dependent upon its ability to improve profitability and the ability to acquire financial support from its shareholder.
These and other factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that financial statements are issued. These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result in the Company not being able to continue as a going concern.
4. ACCOUNTS RECEIVABLE, NET
As of June 30, 2023 | As of March 31, 2023 | |||||||
| Accounts receivable, gross | $ | $ | ||||||
| Allowance for expected credit loss | ( | ) | ||||||
| Accounts receivable, net | $ | $ | ||||||
5. PREPAID EXPENSES AND DEPOSITS
| As of June 30, 2023 | As of March 31, 2023 | |||||||
| Prepaid expenses | ||||||||
| Other receivables | ||||||||
| Total | $ | $ | ||||||
Prepaid expenses represent OTCQB annual fee.
Other receivables consist of overpayment to supplier.
| F-9 |
6. PLANT AND EQUIPMENT
| As of June 30, 2023 | As of March 31, 2023 | |||||||
| Office equipment | ||||||||
| Kitchen equipment | ||||||||
| Motor vehicle | ||||||||
| Total plant and equipment | $ | $ | ||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Total plant and equipment | $ | $ | ||||||
For the three months ended June 30, 2023, the Company does not invest in plant and equipment.
For
the three months ended June 30, 2022, the Company has invested $
Depreciation
expenses for the three months ended June 30, 2023 and 2022 amounted to $
7. ACCRUED EXPENSES AND OTHER PAYABLES
| As of June 30, 2023 | As of March 31, 2023 | |||||||
| Accrued expenses | $ | $ | ||||||
| Other payables | ||||||||
| Deposit received | ||||||||
| Total | $ | $ | ||||||
Accrued expenses consist of accrued salary and professional fee.
Other payable consist of payables to suppliers and sales and service tax payable.
Deposit received consist of deposit from lease agreement.
8. AMOUNT DUE TO A DIRECTOR
As
of March 31, 2023, the Company has an outstanding loan payable to Mr. Leong Will Liam amounted $
Both aforementioned loans are unsecured, non-interest bearing and payable on demand.
| Amount due to director, Mr. Leong Will Liam | ||||
| Balance as of March 31, 2023 | $ | |||
| Loan from Director | ||||
| Foreign currency translation | ( | ) | ||
| Balance as of June 30, 2023 | $ | |||
| Balance as of June 30, 2023 – Amount due to Synergy Empire HK | ||||
| Balance as of June 30, 2023 – Total amount due to director | $ | |||
| F-10 |
9. BANK BORROWING
On
January 25, 2017, Lucky Star F&B Sdn. Bhd., a wholly owned subsidiary of the Company has acquired a business loan from Standard Chartered
Saadiq Berhad, a bank incorporated in Malaysia, amounted to MYR
The outstanding balance of business loan as of June 30 and March 31, 2023 can be summarized as follow:
| As of June 30, 2022 | As of March 31, 2023 | |||||||
| Bank borrowing (Current portion) | $ | $ | ||||||
| Bank borrowing (Non-current portion) | ||||||||
| Total | $ | $ | ||||||
On
April 1, 2020, Standard Chartered Saadiq Berhad announced to provide loan deferment to borrower for a period 6 months in supporting of
Malaysia National Bank to ease financial pressure as a result of movement control order promulgated by Malaysia Government to contain
the outbreak of COVID- 19. Pursuant to the announcement, no instalment is required, and no penalty will be imposed during the 6 months
period however additional non-compounding interest will continue to accrue. As such, the Company has incurred additional interest of
$
For
the three months ended June 30, 2023, the Company repaid $
For
the three months ended June 30, 2022, the Company repaid $
Maturities of the loan for each of the three years and thereafter are as follows:
| Year ending March 31 | |||||
| 2023 | $ | ||||
| Total | $ | ||||
| F-11 |
10. CONCENTRATION OF RISK
(a) Major Customers
For
the three months ended June 30, 2023, there was one customer who accounted for
For
the three months ended June 30, 2022, there was no customer who accounted for
(b) Major Suppliers
For
the three months ended June 30, 2023 and 2022, there was no supplier who accounted for
11. INCOME TAXES
The loss before income taxes of the Company for the three months ended June 30, 2023 and 2022 were comprised of the following:
| For the three months ended June 30 | ||||||||
| 2023 | 2022 | |||||||
| Tax jurisdictions from: | ||||||||
| – Local | $ | ( | ) | $ | ( | ) | ||
| – Foreign, representing: | ||||||||
| Marshall Islands (non-taxable jurisdiction) | ||||||||
| Hong Kong | ||||||||
| Malaysia | ( | ) | ( | ) | ||||
| Loss before income taxes | $ | ( | ) | $ | ( | ) | ||
| F-12 |
Provision for income taxes consisted of the following:
| For the three months ended June 30 | ||||||||
| 2023 | 2022 | |||||||
| Current: | ||||||||
| – Local | $ | $ | ||||||
| – Foreign: | ||||||||
| Marshall Islands (non-taxable jurisdiction) | ||||||||
| Malaysia | ||||||||
| Deferred: | ||||||||
| – Local | ||||||||
| – Foreign | ||||||||
| $ | $ | |||||||
The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. During the periods presented, the Company has a number of subsidiaries that operates in different countries and is subject to tax in the jurisdictions in which its subsidiaries operate, as follows:
United States of America
Malaysia
For
the three months ended June 30, 2023, Lucky Star F&B Sdn. Bhd.and SH Desserts Sdn. Bhd. incurred a loss of $
As
of June 30, 2023, the operations in Malaysia generated $
| F-13 |
The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of June 30 and March 31, 2023:
| As of June 30, 2023 | As of March 31, 2023 | |||||||
| Deferred tax assets: | ||||||||
| Net operating loss carryforwards | $ | $ | ||||||
| – United States of America | ||||||||
| – Marshall Islands | ||||||||
| – Malaysia | ||||||||
| Less: valuation allowance | ( | ) | ( |
) | ||||
| Deferred tax assets | $ | $ | ||||||
Management
believes that it is more likely than not that the deferred tax assets will not be fully realizable in the future. Accordingly, the Company
provided for a full valuation allowance against its deferred tax assets of $
12. STOCKHOLDERS’ EQUITY
On
October 17, 2018, the founder of the Company, Mr. Leong Will Liam purchased shares of restricted common stock of the Company
at $ per share for the Company’s initial working capital. Each share was with a par value of $
On
January 21, 2019, CBA Capital Holdings Sdn. Bhd. waived an interest-free loan of $
On
December 30, 2020, the Company resolved to close the offering from the registration statement on Form S-1/A, dated February 25, 2020,
that had been declared effective by the Securities and Exchange Commission on March 10, 2020. The Offering resulting in shares
of common stock being sold at $ per share for a total of $
As of March 31, 2021, the Company have an issued and outstanding share of common stock of with an authorized share of common stock of with a par value of $. In addition, the Company have an authorized share of preference stock of with a par value of $, however share of preference stock was issued and outstanding as of March 31, 2021.
During the year ended March 31, 2022, the Company reduce authorized share capital for both common stock of to and preferred stock of to , while par value remains the same for both common and preferred stock. As of June 30, 2023, the Company have an issued and outstanding share of common stock of while preferred share was issued and outstanding.
13. FOREIGN CURRENCY EXCHANGE RATE
The Company cannot guarantee that the current exchange rate will remain stable, therefore there is a possibility that the Company could post the same amount of income for two comparable periods and because of the fluctuating exchange rate post higher or lower income depending on exchange rate converted into US$ at the end of the financial year. The exchange rate could fluctuate depending on changes in political and economic environments without notice.
14. SEGMENT REPORTING
ASC 280, “Segment Reporting” 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. The Company has two reportable segments based on business unit, food and beverage business and asset leasing business and three reportable segments based on country, United States, Marshall and Malaysia.
In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes.
| F-14 |
For the Three Months Ended and As of June 30, 2023 | ||||||||||||
| By Business Unit | Assets Leasing Business | Food & Beverage Business | Total | |||||||||
| Revenue | $ | $ | $ | |||||||||
| Cost of revenue | ||||||||||||
| General and administrative expenses | ( | ) | ( | ) | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||||||
| Total assets | $ | $ | $ | |||||||||
| Capital expenditure | $ | $ | $ | |||||||||
For the Three Months Ended and As of June 30, 2022 | ||||||||||||
| By Business Unit | Assets Leasing Business | Food & Beverage Business | Total | |||||||||
| Revenue | $ | $ | $ | |||||||||
| Cost of revenue | ( | ) | ( | ) | ||||||||
| General and administrative expenses | ( | ) | ( | ) | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||||||
| Total assets | $ | $ | $ | |||||||||
| Capital expenditure | $ | $ | $ | |||||||||
For the Three Months Ended and As of June 30, 2023 | ||||||||||||||||
| By Country | United States | Marshall | Malaysia | Total | ||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of revenue | ||||||||||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||
| Capital expenditure | $ | $ | $ | $ | ||||||||||||
For the Three Months Ended and As of June 30, 2022 | ||||||||||||||||
| By Country | United States | Marshall | Malaysia | Total | ||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of revenue | ( | ) | ( | ) | ||||||||||||
| General and administrative expenses | ( | ) | ( | ) | ||||||||||||
| Loss from operations | ( | ) | ( | ) | ||||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||
| Capital expenditure | $ | $ | $ | $ | ||||||||||||
| F-15 |
15. SUBSEQUENT EVENTS
In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after June 30, 2023 up through the date the Company presented these audited financial statements.
| F-16 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information contained in this quarter report on Form 10-Q is intended to update the information contained in our Form 10-K dated June 28, 2023, for the year ended March 31, 2023 and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our financial statements and the notes to the financial statements included elsewhere in this Form 10-Q.
Certain statements in this Report constitute forward-looking statements. These forward-looking statements include statements, which involve risks and uncertainties, regarding, among other things, (a) our projected sales, profitability, and cash flows, (b) our growth strategy, (c) anticipated trends in our industry, (d) our future financing plans, and café our anticipated needs for, and use of, working capital. They are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,” “estimate,” “plan,” “potential,” “project,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” or the negative of these words or other variations on these words or comparable terminology. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. You should not place undue reliance on these forward-looking statements.
The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events.
Overview
We share the same business plan as that of our subsidiaries. We are engaged in the production and sale of food products, specifically dessert created and sold through various restaurants that we operate in Malaysia. We sell our goods under our brand name “Sweet Hut.” We have two dessert restaurant chains and one central kitchen.
On October 31, 2022, the Company terminated all the tenancy agreements before the due date of the agreements.
On November 30, 2022, the Company has entered into a lease agreement with a third party, Sweet Bakery & Dessecaféafe Sdn Bhd to lease their assets to the third party. The leasing period is commencing from January 1, 2023 to December 31, 2023. The Company did not cease its business operation nor sell the operating assets. The Company is looking for a new strategic location to continue their business while leasing out their assets to the third party.
Results of Operations
For the three months ended June 30, 2023 and 2022, the Company has generated a revenue of $7,859 and $44,909. The breakdown of revenue is as following:
| Three months ended June 30 | ||||||||
| 2023 | 2022 | |||||||
| Lease Revenue | $ | 7,859 | $ | - | ||||
| Percentage towards Total Revenue | 100.00 | % | 0 | % | ||||
| Dine-In and Take Away Revenue | $ | - | $ | 26,495 | ||||
| Percentage towards Total Revenue | 0 | % | 59.00 | % | ||||
| Delivery Revenue | $ | - | $ | 18,414 | ||||
| Percentage towards Total Revenue | 0 | % | 41.00 | % | ||||
| Total Revenue | $ | 7,859 | $ | 44,909 | ||||
| Total Cost of Sales | $ | - | $ | 20,963 | ||||
| Total Gross Profit | $ | 7,859 | $ | 23,946 | ||||
| Gross Profit Margin | 100.00 | % | 53.32 | % | ||||
| 3 |
Revenue for the Three Months ended June 30, 2023 and 2022
For the three months ended June 30, 2023, the Company earned a lease revenue of $7,859 due to the Company has entered into a lease agreement with a third party, Sweet Bakery & Dessert Café Sdn Bhd to lease their assets to the third party.
Dine-in and take away revenue declined from $26,495 for the three months ended June 30, 2022 to $0 for the three months ended June 30, 2023. The decline in dine-in revenue primarily due to the termination of all the tenancy agreements on October 31, 2022. Therefore, the Company do not generate any dine-in revenue from March 2023 to June 2023.
Delivery revenue declined from $18,414 for the three months ended June 30, 2022 to $0 for the three months ended June 30, 2023. The decline in delivery revenue primarily due to the termination of all the tenancy agreements on October 31, 2022. Therefore, the Company do not generate any dine-in revenue from March 2023 to June 2023.
Total revenue declined from $44,909 for the three months ended June 30, 2022 to $7,859 for the three months ended June 30, 2023, primarily due to the termination of all the tenancy agreements on October 31, 2022. Therefore, the Company do not generate any dine-in revenue from March 2023 to June 2023.
General and Administrative Expenses
For the three months ended June 30, 2023 and 2022, the Company has incurred a general and administrative expenses of $54,549 and $167,029 respectively. Of which primarily consist of salary, lease expenses, utilities, depreciation, professional fees and repair and maintenance and advertisement and promotions.
| Three months ended June 30 | ||||||||
| Primary expenses | 2023 | 2022 | ||||||
| Salary and salary related expenses | $ | - | $ | 68,913 | ||||
| Percentage towards General and Administrative Expenses | 0 | % | 41.26 | % | ||||
| Lease expenses | $ | - | $ | 19,382 | ||||
| Percentage towards General and Administrative Expenses | 0 | % | 11.60 | % | ||||
| Utility expenses | $ | - | $ | 8,955 | ||||
| Percentage towards General and Administrative Expenses | 0 | % | 5.36 | % | ||||
| Depreciation and amortization expenses | $ | 2,027 | $ | 16,194 | ||||
| Percentage towards General and Administrative Expenses | 3.71 | % | 9.70 | % | ||||
| Professional expenses | $ | 11,646 | $ | 13,325 | ||||
| Percentage towards General and Administrative Expenses | 21.35 | % | 7.98 | % | ||||
| Repair and maintenance expenses | $ | 70 | $ | 3,138 | ||||
| Percentage towards General and Administrative Expenses | 0.13 | % | 1.88 | % | ||||
| Compliance expenses | $ | 240 | $ | 410 | ||||
| Percentage towards general and administrative expenses | 0.44 | % | 0.24 | % | ||||
| Advertisement and promotion expenses | $ | - | $ | 2,967 | ||||
| Percentage towards General and Administrative Expenses | 0 | % | 1.78 | % | ||||
| Total primary expenses | $ | 13,983 | $ | 133,284 | ||||
| Percentage towards General and Administrative Expenses | 25.63 | % | 79.80 | % | ||||
| Miscellaneous expenses | $ | 40,566 | 33,745 | |||||
| Percentage towards General and Administrative Expenses | 74.37 | % | 20.20 | % | ||||
Net Loss
For the three months ended June 30, 2023 and 2022, the Company has incurred a net loss of $46,813 and $143,597 respectively.
| 4 |
Liquidity and Capital Resources
Cash Used In Operating Activities
For the three months ended June 30, 2023, the Company has used $48,309 in operating activities primarily caused by net loss from operating and decrease in accrued liabilities and other payables contra by depreciation expenses and decrease in prepaid expenses and deposit.
For the three months ended June 30, 2022, the Company has used $146,897 in operating activities primarily caused by net loss from operating, decrease in accrued liability and lease liability contra by depreciation expenses add back.
Cash Used In Investing Activities
The Company has invested $0 in investing activity for the three months ended June 30, 2023.
The Company has invested $10,209 in investing activity for the acquisition of new kitchen equipment and office equipment for the three months ended June 30, 2022.
Cash Provided by Financing Activities
For the three months ended June 30, 2023, the Company repaid $4,134 to bank loan and received $15,050 from financing cash flow primarily consist of advances from director.
For the three months ended June 30, 2022, the Company repaid $3,938 to bank loan and received $126,075 from financing cash flow primarily consist of advances from director.
Off-balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of June 30, 2023 and June 30, 2022.
Contractual Obligations
As of June 30, 2023, the Company has no contractual obligations involved.
| 5 |
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
ITEM 4 CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures:
We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2023. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2023, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of June 30, 2023, our disclosure controls and procedures were not effective: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties and effective risk assessment; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines; and (4) lack of internal audit function due to the fact that the Company lacks qualified resources to perform the internal audit functions properly and that the scope and effectiveness of the internal audit function are yet to be developed.
Changes in Internal Control Over Financial Reporting:
There were no changes in our internal control over financial reporting during the quarter ended June 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 6 |
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations. We may become involved in material legal proceedings in the future.
Item 1A. Risk Factors
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) None.
(b) None.
(c) None.
Item 3. Defaults Upon Senior Securities
(a) None.
(b) None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information.
None.
Item 6. Exhibits
| 31.1 | Rule 13(a)-14(a) / 15(d)-14(a) Certification of principal executive officer and principal financial officer | |
| 32.1 | Section 1350 Certification of principal executive officer and principal financial officer | |
| 101..INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
| 7 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SYNERGY EMPIRE LIMITED | ||
| (Name of Registrant) | ||
| Date: August 14, 2023 | ||
| By: | /s/ Law Jia Ming | |
| Name: | Law Jia Ming | |
| Title: | Chief Executive Officer, Chief Financial Officer | |
| 8 |