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MU GLOBAL HOLDING Ltd - Quarter Report: 2023 April (Form 10-Q)

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For The Quarterly Period Ended April 30, 2023

 

or

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _______________ to _______________

 

Commission File Number 333-228847

 

MU GLOBAL HOLDING LIMITED

(Exact name of registrant issuer as specified in its charter)

 

Nevada   30-1089215

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

Rm. 5, 7F., No. 296, Sec. 4, Xinyi Rd., Da’an Dist.,

Taipei City 106427, Taiwan (R.O.C.)

(Address of principal executive offices, including zip code)

 

Registrant’s phone number, including area code +886905153139

 

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.

 

YES ☒ NO ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files).

 

YES ☐ NO

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer ☐ Accelerated Filer ☐ Non-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 Rule 12b-2 of the Exchange Act).

 

Yes ☐ No

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock   MUGH   The OTC Market – Pink Sheets

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

 

Indicate by check mark whether the registrant has fled 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.

 

Yes ☐ No

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

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 April 30, 2023
Common Stock, $.0001 par value   59,434,838

 

 

 

 
 

 

TABLE OF CONTENTS

 

      Page
PART I FINANCIAL INFORMATION    
ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:   F-1
  Condensed Consolidated Balance Sheets as of April 30, 2023 (unaudited) and July 31, 2022 (audited)   F-2
  Condensed Consolidated Statements of Operations and Comprehensive Losses for the Three and Nine Months Ended April 30, 2023 (unaudited) and April 30, 2022 (unaudited)   F-3
  Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Nine Months Ended April 30, 2023 (unaudited) and 2022 (unaudited)   F-4
  Condensed Consolidated Statements of Cash Flows for the Nine Months Ended April 30, 2023 (unaudited) and April 30, 2022 (unaudited)   F-5
  Notes to the Condensed Consolidated Financial Statements   F-6 - F-20
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   3-7
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   7
ITEM 4. CONTROLS AND PROCEDURES   7
PART II OTHER INFORMATION    
ITEM 1 LEGAL PROCEEDINGS   8
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS   8
ITEM 3 DEFAULTS UPON SENIOR SECURITIES   8
ITEM 4 MINE SAFETY DISCLOSURES   8
ITEM 5 OTHER INFORMATION   8
ITEM 6 EXHIBITS   9
  SIGNATURES   10

 

2
 

 

PART I FINANCIAL INFORMATION

 

ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:

 

MU GLOBAL HOLDING LIMITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

    Page
Condensed Consolidated Financial Statements    
     
Condensed Consolidated Balance Sheets as of April 30, 2023 (unaudited) and July 31, 2022 (audited)   F-2
Condensed Consolidated Statements of Operations and Comprehensive Losses for the Three and Nine Months Ended April 30, 2023 (unaudited) and April 30, 2022 (unaudited)   F-3
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Nine Months Ended April 30, 2023 (unaudited) and 2022 (unaudited)   F-4
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended April 30, 2023 (unaudited) and April 30, 2022 (unaudited)   F-5
Notes to the Condensed Consolidated Financial Statements   F-6-F-20

 

F-1
 

 

MU GLOBAL HOLDING LIMITED

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF APRIL 30, 2023 AND JULY 31, 2022

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

   As of   As of 
  

April 30, 2023

  

July 31, 2022

 
   Unaudited   Audited 
ASSETS          
NON-CURRENT ASSETS          
Property, plant and equipment  $-   $- 
Lease asset – Right of use   2,446    6,267 
           
Total non-current assets, excluding intangible assets   2,446    6,267 
           
INTANGIBLE ASSET          
Patent and trademark  $-   $- 
           
Total non-current assets   2,446    6,267 
           
CURRENT ASSETS          
Prepayments and deposits  $42,829   $45,094 
Amount due from related party   -    11,295 
Inventories   15,593    16,483 
Cash and cash equivalents   4,967    2,909 
           
Total current assets   63,389    75,781 
           
TOTAL ASSETS  $65,835   $82,048 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
NON-CURRENT LIABILITIES          
Lease liabilities  $-   $517 
Loan from director   123,629    122,652 
Loan from third party   94,752    77,064 
           
Total non-current liabilities  $218,381   $200,233 
           
CURRENT LIABILITIES          
Other payables and accrued liabilities   50,602    65,865 
Amount due to related parties   93,269    85,076 
Deposit from franchisees   28,617    29,286 
Deposit from customers   55,111    39,296 
Loan from director   170,805    146,439 
Loan from related party   40,473    43,175 
Lease liabilities   2,505    6,042 
           
Total current liabilities   441,382    415,179 
           
TOTAL LIABILITIES  $659,763   $615,412 
           
STOCKHOLDERS’ EQUITY          
Preferred stock, $0.0001 par value, 200,000,000 shares authorized, None issued and outstanding  $-   $- 
Common stock, $0.0001 par value, 600,000,000 shares authorized, 59,434,838 shares issued and outstanding as of April 30, 2023 and July 31, 2022 respectively   5,943    5,943 
Additional paid-in capital   1,830,300    1,830,300 
Foreign currency adjustment   26,994    19,574 
Accumulated deficit   (2,457,165)   (2,389,181)
           
Total stockholders’ equity   (593,928)   (533,364)
           
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY  $65,835   $82,048 

 

See accompanying notes to condensed consolidated financial statements.

 

F-2
 

 

MU GLOBAL HOLDING LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSSES

FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2023 and 2022

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 

   2023   2022   2023   2022 
  

Three Months Ended

April 30

  

Nine Months Ended

April 30

 
   2023   2022   2023   2022 
REVENUE  $1,117   $570   $129,358   $39,357 
                     
COST OF REVENUE   (489)   (232)   (109,333)   (17,628)
                     
GROSS PROFIT  $628   $338   $20,025   $21,729 
                     
OTHER INCOME   4,807    24,562    7,165    51,495 
                     
SELLING AND MARKETING EXPENSES   (1)   -    (279)   - 
                     
GENERAL AND ADMINISTRATIVE EXPENSES   (22,267)   (210,092)   (94,895)   (379,230)
                     
LOSS BEFORE INCOME TAX  $(16,833)  $(185,192)  $(67,984)  $(306,006)
                     
INCOME TAX PROVISION   -    -    -    - 
                     
NET LOSS  $(16,833)  $(185,192)  $(67,984)  $(306,006)
Other comprehensive expense:                    
- Foreign currency translation gain   7,685    11,263    7,420    8,522 
                     
TOTAL COMPREHENSIVE LOSS  $(9,148)  $(173,929)  $(60,564)   (297,484)
                     
Net loss per share- Basic and diluted   (0.0002)   (0.0029)   (0.0010)   (0.0050)
                     
Weighted average number of common shares outstanding - Basic and diluted   59,434,838    59,434,838    59,434,838    59,434,838 

 

See accompanying notes to condensed consolidated financial statements.

 

F-3
 

 

MU GLOBAL HOLDING LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED APRIL 30, 2023 AND 2022

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 

  

Number of

Shares

   Amount  

Paid-In

Capital

   Comprehensive Income  

Accumulated

Deficit

   Total Equity 
Nine months ended April 30, 2023
   Common Stock   Additional  

Accumulated

Other

         
  

Number of

Shares

   Amount  

Paid-In

Capital

   Comprehensive Income  

Accumulated

Deficit

   Total Equity 
Balance as of August 1, 2022   59,434,838   $5,943   $1,830,300   $19,574   $(2,389,181)  $(533,364)
Net loss for the period   -    -    -    -    (32,812)   (32,812)
Foreign currency translation adjustment   -    -    -    24,413    -    24,413 
Balance as of October 31, 2022   59,434,838   $5,943   $1,830,300   $43,987   $(2,421,993)  $(541,763)
Net loss for the period   -    -    -    -    (18,339)   (18,339)
Foreign currency translation adjustment   -    -    -    (24,678)   -    (24,678)
Balance as of January 31, 2023   59,434,838   $5,943   $1,830,300    19,309    (2,440,332)   (584,780)
Net loss for the period   -    -    -    -    (16,833)   (16,833)
Foreign currency translation adjustment   -    -    -    7,685    -    7,685 
Balance as of April 30, 2023   59,434,838   $5,943   $1,830,300    26,994    (2,457,165)   (593,928)

 

  

Number of

shares

   Amount   Paid-in Capital  

Comprehensive

Income

  

Accumulated

Deficit

  

Stockholders’ Equity

 
Nine months ended April 30, 2022
   Common Stock   Additional   Accumulated Other       Total
  

Number of

shares

   Amount   Paid-in Capital  

Comprehensive

Income

  

Accumulated

Deficit

  

Stockholders’ Equity

 
Balance as of August 1, 2021   59,434,838   $5,943   $1,830,300   $4,698   $(2,031,848)  $(190,907)
Net loss for the period   -    -    -    -    (49,290)   (49,290)
Foreign currency translation adjustment   -    -    -    (1,881)   -    (1,881)
Balance as of October 31, 2021   59,434,838   $5,943   $1,830,300   $2,817   $(2,081,138)  $(242,078)
Net loss for the period   -    -    -    -    (71,525)   (71,525)
Foreign currency translation adjustment   -    -    -    (860)   -    (860)
Balance as of January 31, 2022   59,434,838   $5,943   $1,830,300   $1,957   $(2,152,663)  $(314,463)
Net loss for the period   -    -    -    -    (185,192)   (185,192)
Foreign currency translation adjustment   -    -    -    11,263    -    11,263 
Balance as of April 30, 2022   59,434,838   $5,943   $1,830,300    13,220    (2,337,855)   (488,392)

 

See accompanying notes to condensed consolidated financial statements.

 

F-4
 

 

MU GLOBAL HOLDING LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED APRIL 30, 2023 AND 2022

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 

   2023   2022 
   Nine months ended April 30 
   2023   2022 
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net loss  $(67,984)  $(306,006)
Adjustments to reconcile net loss to net cash (used in)/generated from operating activities:          
Depreciation   -    95,608 
Amortization   3,649    7,452 
Impairment   1,502    177,580 
Reversal of asset written off   (6)   - 
Interest expense   8,098    - 
Gain on disposal   (4,899)   (21,875)
Changes in operating assets and liabilities:          
Prepayments and deposits   1,332    54,111 
Other payables and accrued liabilities   (14,206)   (63,967)
Amount due to related party   8,193    76,976 
Inventories   489    16,774 
Lease liabilities   (3,895)   (5,704)
Amount due from related party   11,295    (5,692)
Deposit from franchisee   -    (2,184)
Deposit from customers   16,771    - 
Net cash (used in)/generated from operating activities  $(39,661)  $23,073 
           
CASH FLOWS FROM INVESTING ACTIVITIES          
Purchase of patent and trademark   (3,584)   (2,841)
Proceed on disposal   6,987    37,376 
Purchase of property, plant and equipment   -    (41,811)
Net cash generated from/(used in) investing activities  $3,403   $(7,276)
           
CASH FLOWS FROM FINANCING ACTIVITIES          
Loan from director  $24,366   $(8,952)
Loan from related party   (2,966)   (7,044)
Loan from third party   16,698    (16,779)
Net cash provided by/(used in) financing activities  $38,098   $(32,775)
           
Effect of exchange rate changes on cash and cash equivalents   218    (332)
           
Net change in cash and cash equivalents   2,058    (17,310)
           
Cash and cash equivalents, beginning of period   2,909    20,231 
CASH AND CASH EQUIVALENTS, END OF PERIOD  $4,967   $2,921 

 

See accompanying notes to condensed consolidated financial statements.

 

F-5
 

 

MU GLOBAL HOLDING LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 

1. DESCRIPTION OF BUSINESS AND ORGANIZATION

 

MU Global Holding Limited is organized as a Nevada limited liability company, incorporated on June 4, 2018. For purposes of consolidated financial statement presentation, MU Global Holding Limited and its subsidiary are herein referred to as “the Company” or “we”. The Company business of which planned principal operations are to provide wellness and beauty services to customers via Company owned outlets, franchised outlets or distribution of our product to third party wellness and beauty salon.

 

On June 29, 2018, the Company acquired 100% interest in MU Worldwide Group Limited, a private limited liability company incorporated in Seychelles and its subsidiary MU Global Holding Limited, a private limited liability company incorporated in Hong Kong. On August 16, 2018, MU Global Holding Limited incorporated a wholly owned subsidiary in Shanghai, People Republic of China under the name of MU Global Health Management (Shanghai) Limited.

 

Details of the Company’s subsidiaries:

 

  Company name   Place and date of incorporation   Particulars of issued capital   Principal activities
               
1. MU Worldwide Group Limited   Seychelles, June 7, 2018   100 shares of ordinary share of US$1 each   Investment holding
               
2. MU Global Holding Limited   Hong Kong, January 30, 2018   1 ordinary share of HK$1   Providing SPA and Wellness service in Hong Kong
               
3. MU Global Health Management (Shanghai) Limited   Shanghai, August 16, 2018   RMB 7,400,300   Providing SPA and Wellness service in China

 

F-6
 

 

MU GLOBAL HOLDING LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

The accompanying unaudited condensed consolidated financial statements as of and for the nine months ended April 30, 2023, and 2022, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) that permit reduced disclosure for interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the period ended April 30, 2023, are not necessarily indicative of the results that may be expected for the year ending July 31, 2023. The Condensed Consolidated Balance Sheets information as of April 30, 2023, was derived from the Company’s audited Consolidated Financial Statements as of and for the year ended July 31, 2022, included in the Company’s Annual Report on Form 10-K filed with the SEC on October 31, 2022. These financial statements should be read in conjunction with that report.

 

Basis of consolidation

 

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All inter-company accounts and transactions have been eliminated upon consolidation.

 

Use of estimates

 

Management uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheets, and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates.

 

Revenue recognition

 

The Company follows the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts. 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 services it transfers to its clients.

 

Revenue is measured at the fair value of the consideration received or receivable, net of discounts and taxes applicable to the revenue. The Company derives its revenue from provision of wellness and beauty services to customers via Company owned outlets, franchised outlets or distribution of our product to third party wellness and beauty salon.

 

Cost of revenue

 

Cost of revenue includes the cost of services and product incurred to provide wellness and beauty services and purchase of products.

 

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.

 

Property, plant and equipment

 

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational:

 

Classification   Estimated useful life
Leasable equipment   5 years
Computer hardware and software   3 years
Outlet equipment   3 years
Outlet design fee and equipment   3 years
Application development fee   3 years

 

Expenditures for maintenance and repairs are expensed as incurred. The gain or loss on the disposal of plant and equipment is the difference between the net sales proceeds and the carrying amount of the relevant assets and is recognized in the consolidated statements of operations and comprehensive losses.

 

F-7
 

 

MU GLOBAL HOLDING LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 

Impairment of long-live assets

 

Long-lived assets primarily include trademark of the Company. In accordance with the provision of ASC Topic 360, Impairment or Disposal of Long-Lived Assets, the Company generally conducts its annual impairment evaluation to its long-lived assets, usually in the fourth quarter of each fiscal year, or more frequently if indicators of impairment exist, such as significant sustained change in the business climate. The recoverability of long-lived assets is measured at the lowest level group. If the total of the expected undiscounted future net cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying amount of the asset.

 

Leases

 

The Company recognizes lease payments for its short-term lease on a straight-line basis over the lease term in accordance with ASC 842.

 

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.

 

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 revenues in the Consolidated Statements of Operations and Comprehensive Loss.

 

Income taxes

 

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 periods 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 disclose 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 conducts major businesses in China and is subject to tax in this jurisdiction. As a result of its business activities, the Company will file tax returns that are subject to examination by the foreign tax authority.

 

Going concern

 

The accompanying financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

 

For the period ended April 30, 2023, the Company has generated revenue of $129,358 and continuously incurred a net loss of $67,984. As of April 30, 2023, the Company suffered an accumulated deficit of $2,457,165, capital deficiency of $593,928 and negative operating cash flows of $39,661. The Company’s ability to continue as a going concern is dependent upon improving the profitability and the continuing financial support from its shareholders and director. Management believes the existing shareholders, director or external financing will provide the additional cash to meet the Company’s obligations as they become due.

 

These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. 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.

 

F-8
 

 

MU GLOBAL HOLDING LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 

Net loss per share

 

The Company calculates net loss per share in accordance with ASC Topic 260 “Earnings Per Share”. Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted loss per share is computed similar to basic 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.

 

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 Consolidated Statements of Operations and Comprehensive loss.

 

The functional currency of the parent Company is United States dollar and the functional currency of the subsidiaries MU Worldwide Group Limited (Seychelles) and MU Global Holding Limited (Hong Kong) is United States dollar. MU Global Health Management (Shanghai) Limited is in Renminbi.

 

The reporting currency of the Company and its subsidiary is United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$.

 

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 loss within the statements of stockholders’ equity.

 

Translation of amounts from RMB and HK$ into US$1 has been made at the following exchange rates for the respective periods:

 

   As of and for the nine months
ended April 30
 
   2023   2022 
Period-end RMB : US$1 exchange rate   6.91    6.61 
Period-average RMB : US$1 exchange rate   6.95    6.40 
Period-end HK$ : US$1 exchange rate   7.85    7.85 
Period-average HK$ : US$1 exchange rate   7.84    7.80 
Period-end TWD : US$1 exchange rate   30.79    29.49 
Period-average TWD : US$1 exchange rate   30.77    28.00 

 

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.

 

F-9
 

 

MU GLOBAL HOLDING LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 

Fair value of financial instruments:

 

The carrying value of the Company’s financial instruments: cash and cash equivalents, account receivables, amount due to a director, and accounts payable and 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.

 

Recently Adopted Accounting Standards

 

In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments – Credit Losses (Topics 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 period within those fiscal years, of which is effective for the Company on January 1, 2023.

 

Credit loss rate is determined by historical collection based on aging schedule, adjusted for current conditions using reasonable and supportable forecast. Based on the aging categorization and the adjusted loss per category, an allowance for credit losses is calculated by multiplying the adjusted loss rate with the amortized cost in the respective age category.

 

Recently Issued Accounting Standard

 

The Company reviews new accounting standards as issued. Management has not identified any other new standards that is believes will have a significant impact on the Company’s financial statements.

 

F-10
 

 

MU GLOBAL HOLDING LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 

3. PROPERTY, PLANT AND EQUIPMENT

 

Property, plant and equipment as of April 30, 2023 are summarized below:

 

   As of
April 30, 2023
   As of
July 31, 2022
 
   (Unaudited)   (Audited) 
         
Computer hardware and software  $129,301   $129,301 
Outlet equipment   120,569    120,569 
Leasable equipment   225,098    229,405 
Outlet design fee and equipment   16,763    16,763 
Application development fee   37,413    37,413 
Total   529,144    533,451 
Accumulated depreciation1  $(399,572)  $(401,797)
Impairment   (147,470)   (149,552)
Foreign currency translation adjustment   17,898    17,898 
Property, plant and equipment, net  $-   $- 

 

1 For the period ended April 30, 2023 and April 30, 2022, depreciation expense was $0 and $95,608 respectively.

 

WRITE OFF OF PROPERTY, PLANT AND EQUIPMENT

 

   As of
April 30, 2023
   As of
July 31, 2022
 
   (Unaudited)   (Audited) 
Write off of property, plant and equipment  $-   $1,686 
Accumulated depreciation         -    (1,624)
Foreign currency translation adjustment   -    38 
Total write off of property, plant and equipment  $-   $100 

 

DISPOSAL OF PROPERTY, PLANT AND EQUIPMENT

 

   As of
April 30, 2023
   As of
July 31, 2022
 
   (Unaudited)   (Audited) 
Proceed from disposal of property, plant and equipment  $6,987   $44,340 
Disposal of equipment at cost   -    (27,726)
Disposal of equipment written off at net book value   (6)   - 
Disposal of equipment impaired at net book value   (2,082)   - 
Accumulated depreciation   -    10,965 
Foreign currency translation adjustment   -    (40)
Total gain on disposal  $4,899   $27,539 

 

F-11
 

 

MU GLOBAL HOLDING LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 

4. LEASE

 

As of November 1, 2020, the Company recognized approximately US$19,724 lease liability as well as right-of-use asset for all leases (with the exception of short-term leases) at the commencement date. Lease liabilities are measured at present value of the sum of remaining rental payments as of November 1, 2020, with discounted rate of 4.15% adopted from People’s Bank of China as a reference for discount rate. As of November 5, 2021, the Company had terminated the leased asset which has been recognized on November 1, 2020. Thereafter as of November 6, 2021, the Company recognized approximately US$11,581 lease liability as well as right-of-use asset for all leases at the commencement date. Lease liabilities are measured at present value of the sum of remaining rental payments as of November 6, 2021, with discounted rate of 4.35% adopted from “Zhao Shang bank” of China as a reference for discount rate.

 

A single lease cost is recognized over the lease term on a generally straight-line basis. All cash payments of operating lease cost are classified within operating activities in the statement of cash flows.

 

The initial recognition of operating lease right and lease liability as follow:

 

      
Gross lease payable  $12,048 
Less: imputed interest   (467)
Initial recognition  $11,581 
Less: Remeasurement of existing lease   (843)
Balance  $10,738 

 

As of April 30, 2023 and July 31, 2022, the operating lease right of use asset as follow:

 

  

As of

April 30, 2023

(Unaudited)

  

As of

July 31, 2022

(Audited)

 
Balance   6,267    12,966 
Less: Termination of lease   -    (10,285)
Add: New operating lease liability   -    10,738 
Foreign exchange translation loss   (172)   (407)
Amortization   (3,649)   (6,745)
Balance end of the period/year  $2,446   $6,267 

 

As of April 30, 2023 and July 31, 2022, the operating lease liability as follow:

 

  

As of

April 30, 2023

(Unaudited)

  

As of

July 31, 2022

(Audited)

 
As of August 1  $6,559   $2,647 
Less: Termination of lease   -    (2,647)
Add: New operating lease liability   -    11,581 
Less: Remeasurement of existing lease   -    (843)
Less: Gross repayment   (4,029)   (3,892)
Add: Imputed interest   155    278 
Foreign exchange translation loss   (180)   (565)
Balance end of the period/year  $2,505   $6,559 

 

F-12
 

 

MU GLOBAL HOLDING LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 

For the period ended April 30, 2023, the amortization of the operating lease right of use asset was $3,649 while for the period ended April 30, 2022, the amortization of the operating lease right of use asset was $5,747.

 

Maturities of operating lease obligation as follow:

 

Year ending    
July 31, 2023 (3 months)  $2,000 
Oct 31, 2023 (3 months)   505 
Total  $2,505 

 

Other information:

 

   Nine months ended   Nine months ended 
   April 30, 2023   April 30, 2022 
   (Unaudited)   (Unaudited) 
Cash paid for amounts included in the measurement of lease liabilities:          
Operating cash flow from operating lease  $3,895   $5,704 
Right-of-use assets obtained in exchange for operating lease liabilities  $2,446   $3,149 
Remaining lease term for operating lease (years)   0.5    0.5 
Weighted average discount rate for operating lease   4.35%   4.35%

 

Lease expenses were $155 and $1,583 during the period ended April 30, 2023 and April 30, 2022 respectively.

 

5. PATENT AND TRADEMARK

 

   As of   As of 
   April 30, 2023   July 31, 2022 
   (Unaudited)   (Audited) 
Patent and trademark1  $35,988   $32,404 
Accumulated amortization   (6,986)   (6,986)
Impairment   (28,976)   (25,392)
Foreign currency translation adjustment   (26)   (26)
Patent and trademark, net  $-   $- 

 

1 The patents and trademarks are held under the Company’s subsidiaries in Hong Kong and Shanghai, China.

 

Amortization were $0 and $0 for the period ended April 30, 2023 and April 30, 2022 respectively.

 

6. PREPAYMENTS AND DEPOSITS

 

   As of
April 30, 2023
   As of
July 31, 2022
 
   (Unaudited)   (Audited) 
Prepayments  $37,550   $40,382 
Deposits   5,279    4,712 
Total prepayments and deposits  $42,829   $45,094 

 

7. AMOUNT DUE FROM RELATED PARTY

 

   As of
April 30, 2023
   As of
July 31, 2022
 
   (Unaudited)   (Audited) 
Tien Mu International Co., Ltd1  $-   $11,295 
Total amount due from related party  $     -   $11,295 

 

1 Tien Mu International Co., Ltd is owned by Ms. Niu Yen-Yen, the Director and Chief Executive Officer of the Company. Tien Mu International Co., Ltd is an operating agent of the Company’s operation in Taiwan, which collects deposits from franchisees on behalf of the Company.

 

F-13
 

 

MU GLOBAL HOLDING LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 

8. INVENTORIES

 

   As of   As of 
   April 30, 2023   July 31, 2022 
   (Unaudited)   (Audited) 
Finished goods, at cost  $15,593   $16,483 
Total inventories  $15,593   $16,483 

 

9. OTHER PAYABLES AND ACCRUED LIABILITIES

 

   As of
April 30, 2023
   As of
July 31, 2022
 
   (Unaudited)   (Audited) 
Other payables  $42,402   $45,865 
Accrued audit fees   -    15,000 
Accrued professional fees   8,200    5,000 
Total other payables and accrued liabilities  $50,602   $65,865 

 

F-14
 

 

MU GLOBAL HOLDING LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 

10. AMOUNT DUE TO RELATED PARTIES

 

  

As of

April 30, 2023

  

As of

July 31, 2022

 
   (Unaudited)   (Audited) 
Hsieh, Chang-Chung1  $93,176   $85,076 
Tien Mu International Co., Ltd2   93    - 
   $93,269   $85,076 

 

1 Hsieh, Chang-Chung resigned as Chief Financial Officer of the Company with effective from November 1, 2022.
   
2 Tien Mu International Co., Ltd is owned by Ms. Niu Yen-Yen, the Director and Chief Executive Officer of the Company. Tien Mu International Co., Ltd is an operating agent of the Company’s operation in Taiwan, which collects deposits from franchisees on behalf of the Company.

 

The amount due to related party is unsecured, interest-free with no fixed repayment term, for working capital purpose.

 

11. LOAN FROM RELATED PARTY

 

  

As of

April 30, 2023

  

As of

July 31, 2022

 
   (Unaudited)   (Audited) 
Hong Ting Network Technology (Xiamen) Limited1  $40,473   $43,175 
Total loan from related party  $40,473   $43,175 

 

1 Hong Ting Network Technology (Xiamen) Limited is wholly-owned by Ms. Niu Yen-Yen, who is also the Director and Chief Executive Officer of the Company. The loan is unsecured, interest-free and repayable on May 31, 2021 and further extended to May 31, 2023 with a loan agreement entered on September 2, 2021.

 

12. LOAN FROM THIRD PARTY

 

   

As of

April 30, 2023

   

As of

July 31, 2022

 
    (Unaudited)     (Audited)  
Shang Hai Shi Ba Enterprise Management Centre   $ 94,752     $ 77,064  
Total loan from third party   $ 94,752     $ 77,064  

 

The loan is unsecured, interest-free and repayable in year 2024 and year 2025.

 

13. LOAN FROM DIRECTOR

 

   

As of

April 30, 2023

   

As of

July 31, 2022

 
    (Unaudited)     (Audited)  
Current   $ 170,805     $ 146,439  
Non-current     123,629       122,652  
Total loan from Director   $ 294,434     $ 269,091  

 

Current portion of the loan provided by director Ms. Niu Yen-Yen, is repayable upon demand. Non-current portion of the loan provided by director is unsecured, interest-free and repayable in year 2024, for working capital purpose.

 

F-15
 

 

MU GLOBAL HOLDING LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 

14. INCOME TAXES

 

For the nine months ended April 30, 2023 and April 30, 2022, the local (United States) and foreign components of income/(loss) before income taxes were comprised of the following:

 

   Nine months ended April 30 
   2023   2022 

 

 

(Unaudited)

   (Unaudited) 
Tax jurisdictions from:          
Local  $(30,070)  $(28,520)
Foreign, representing          
- Seychelles   (1,600)   (257)
- Hong Kong   153    (92,293)
- Shanghai   (36,467)   (184,936)
Loss before income tax  $(67,984)  $(306,006)

 

The provision for income taxes consisted of the following:

 

  

For the period ended

April 30, 2023

  

For the period ended

April 30, 2022

 
   (Unaudited)   (Unaudited) 
Current:         
- Local  $    -   $    - 
- Foreign   -    - 
Deferred:          
- Local   -    - 
- Foreign   -    - 
           
Income tax expense  $-   $- 

 

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. The Company has subsidiaries that operate in various countries: United States Seychelles, Hong Kong and Shanghai, PRC that are subject to taxes in the jurisdictions in which they operate, as follows:

 

United States of America

 

The Company is registered in the State of Nevada and is subject to the tax laws of the United States of America. As of April 30, 2023, the operations in the United States of America incurred $469,654 of cumulative net operating losses which can be carried forward indefinitely to offset a maximum of 80% future taxable income. The Company has provided for a full valuation allowance of $375,723 against the deferred tax assets on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

 

Seychelles

 

Under the current laws of the Seychelles, MU Worldwide Group Limited is registered as an international business company which governs by the International Business Companies Act of Seychelles and there is no income tax charged in Seychelles.

 

Hong Kong

 

MU Global Holding Limited is subject to Hong Kong Profits Tax, which is charged at the statutory income tax rate of 16.5% on its assessable income.

 

Shanghai

 

MU Global Health Management (Shanghai) Limited are operating in the People’s Republic of China (PRC) subject to the Corporate Income Tax governed by the Income Tax Law of the PRC with a unified statutory income tax rate of 25%.

 

F-16
 

 

MU GLOBAL HOLDING LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 

15. COMMON STOCK

 

On June 4, 2018, our Chief Executive Officer, Ms. Niu Yen-Yen subscribed 100,000 shares of restricted common stock of the Company at par value of $0.0001 per share. The monies from this transaction, which totalled $10, went to the Company to be used as initial working capital.

 

On July 6, 2018, Ms. Niu Yen-Yen and Server Int’l Co., Ltd. subscribed 25,000,000 and 11,000,000 restricted shares of common stock, respectively, of the Company, at par value of $0.0001 per share. The monies from these transactions, which totalled $3,600, went to the Company to be used as initial working capital. Server Int’l Co., Ltd. is controlled entirely by Ms. Niu Yen-Yen.

 

On July 7, 2018, Chang Chun-Ying and Chang Su-Fen subscribed 4,300,000 and 5,000,000 restricted shares of common stock, respectively, of the Company, at par value of $0.0001 per share. The monies from these transactions, which totalled $930, went to the Company to be used as initial working capital.

 

On July 9, 2018, GreenPro Asia Strategic SPC and GreenPro Venture Capital Limited, subscribed 2,835,000 and 2,165,000 restricted shares of common stock of the Company, respectively, at par value of $0.0001 per share. The monies from these transactions, which totalled $500, went to the Company to be used as initial working capital.

 

From July 9, 2018 to July 10, 2018 the Company issued a total of 2,150,000 shares of restricted common stock to three non-US residents. Shares were sold at par value, $0.0001 per share. Total proceeds from these shares totalled $215 and went to the Company to be used as initial working capital.

 

On July 11, 2018 the Company issued a total of 710,000 shares of restricted common stock to two non-US residents at a price of $0.03 per share. Total proceeds from these sales of shares totalled $21,300 and went to the Company to be used as initial working capital.

 

On July 25, 2018 the Company issued a total of 995,000 shares of restricted common stock to ten non-US residents at a price of $0.03 per share. Total proceeds from these sales of shares totalled $29,850 and went to the Company to be used as initial working capital.

 

On July 26, 2018 the Company issued 250,000 shares of restricted common stock to one non-US resident at a price of $0.20 per share. Total proceeds from these sales of shares totalled $50,000 and went to the Company to be used as initial working capital.

 

On July 31, 2018 Dezign Format Pte Ltd and Cheng Young-Chien each subscribed 2,000,000 restricted shares of common stock of the Company, at $0.20 per share, for total consideration of $800,000. Proceeds went to the Company to be used as initial working capital.

 

On July 10, 2018, Server Int’l Co., Ltd, a Company solely controlled and owned by the CEO has transferred 1,500,000 shares of common stock to 8 non-US residents.

 

From August 1, 2018 to December 13, 2018, Ms. Niu Yen-Yen, the CEO of the Company has transferred 1,557,800 shares of common stock to 16 non-US residents.

 

F-17
 

 

MU GLOBAL HOLDING LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 

On May 7, 2019, the convertible promissory note issued by the Company amounted $779,125 to 45 accredited investors who reside in Taiwan with the conversion price of $1 per share have been converted to 779,125 common stock of the company after the S-1 registration statement was declared effective on May 6, 2019.

 

From May 14, 2019 to July 31, 2019, the company issued 150,317 shares of common stock at a price of $1.00 per share through the Initial Public Offering (IPO) to 36 non-US residents.

 

As of April 30, 2023, MU Global Holding Limited has an issued and outstanding common share of 59,434,838.

 

16. CONCENTRATIONS OF RISK

 

(a) Major customers

 

For the three months period ended April 30, 2023 and 2022, the customers who accounted for 10% or more of the Company’s revenues and its trade receivable balance at period-end are presented as follows:

 

   2023   2022   2023   2022   2023   2022 
   Revenue   Percentage of revenue   Trade receivable 
   (Unaudited)   (Unaudited)   (Unaudited) 
                         
Customer A  $477   $295    43%   52%  $-   $- 
Customer B   -    69    -%   12%   -    - 
Customer C   -    73    -%   13%   -    - 
Customer D   -    133    -%   23%   -    - 
Customer E   608    -    54%   -%   -    - 
   $1,085   $570    97%   100%  $-   $- 

 

For the nine months period ended April 30, 2023 and 2022, the customers who accounted for 10% or more of the Company’s revenues and its trade receivable balance at period-end are presented as follows:

 

   2023   2022   2023   2022   2023   2022 
   Revenue   Percentage of revenue   Trade receivable 
   (Unaudited)   (Unaudited)   (Unaudited) 
                         
Customer A  $-   $37,508    -%   95%  $-   $- 
Customer B   120,938    -    94%   -%   -    - 
   $120,938   $37,508    94%   95%  $-   $- 

 

(b) Major vendors

 

For the three months period ended April 30, 2023 and 2022, there is no vendor who accounted for 10% or more of the Company’s purchases and its trade payable balance at period-end.

 

For the nine months period ended April 30, 2023 and 2022, the vendors who accounted for 10% or more of the Company’s purchases and its trade payable balance at period-end are presented as follows:

 

   2023   2022   2023   2022   2023   2022 
   Purchases   Percentage of purchases   Trade payable 
   (Unaudited)   (Unaudited)   (Unaudited) 
                         
Vendor A  $108,844   $-    100%   -%  $-   $- 
   $108,844   $-    100%   -%  $-   $- 

 

(c) Exchange rate risk

 

The operation of the Company’s subsidiaries in international markets results in exposure to movements in currency exchange rates. We have experienced foreign currency gains and losses due to the strengthening and weakening of the U.S. dollar. The potential of volatile foreign exchange rate fluctuations in the future could have a significant effect on our results of operations. The Company has not historically used financial instruments to hedge its foreign currency exchange rate risks.

 

The currencies that create a majority of the Company’s exchange rate exposure are RMB, HK$, and TWD. The Company translates all assets and liabilities at the rate of exchange in effect at the balance sheet date and income and expense activity at the approximate rate of exchange at the transaction date.

 

F-18
 

 

MU GLOBAL HOLDING LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 

17. COMMITMENTS AND CONTINGENCIES

 

On November 6, 2021, the Company entered into a contract rental agreement to rent the office in Shanghai for a period of one year commencing on November 6, 2021 with tri-monthly payments in the amount of RMB 3,500 per month over the course of the lease and an entitlement of 1 month rent free period as relief upon rented the premise for full 11 months. The Company has an option to renew after the end of the agreement. On October 18, 2022, the Company has renewed the tenancy agreement for 12 months with tri-monthly payments in the amount of RMB 3,500 per month over the course of the lease from November 6, 2022 to November 5, 2023 and is entitled for 1 month rent free period as relief upon rented the premise for full 11 months.

 

As of April 30, 2023, the Company has the aggregate minimal rent payments due in the next two years as follows:

 

Year ending July 31    
     
2023  $1,519 
2024   1,013 
Total  $2,532 

 

18. RELATED PARTY TRANSACTIONS

 

For the period ended April 30, 2023 the Company has following transactions with related parties:

 

  

For the period

ended

April 30, 2023

  

For the year

ended

July 31, 2022

 
   (Unaudited)   (Audited) 
Professional fee:          
- Related party A  $13,448   $16,580 
           
Consultation fee:          
- Related party B  $8,100   $32,400 
           
Cost of revenue:          
- Related party C  $108,844   $- 
           
Total  $130,392   $48,980 

 

Related party A is the fellow subsidiaries of a corporate shareholder of the Company. Related party B is a shareholder of the Company. Related party C represents a Company which has common director and shareholder with the Company.

 

For the period ended April 30, 2023, the Company incurred professional fees of $13,448 due to related party A, consultation fees of $8,100 due to related party B and cost of revenue of $108,844 due to related party C.

 

19. SEGMENT INFORMATION

 

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. 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-19
 

 

MU GLOBAL HOLDING LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 

The Company had no inter-segment sales for the years presented. Summarized financial information concerning the Company’s reportable segments is shown as below:

 

By Geography:

 

   Nevada   Seychelles   Hong Kong   China   Total 
   For the period ended April 30, 2023 
   Nevada   Seychelles   Hong Kong   China   Total 
                     
Revenue  $-   $-   $120,938   $8,420   $129,358 
Cost of revenue   -    -    (108,844)   

(489

)   (109,333)
Other income   -    -    4,793    2,372    7,165 
Selling and marketing expenses   -    -    (200)   (79)   (279)
General and administrative expenses   (30,070)   (1,600)   (16,534)   (46,691)   (94,895)
Net (loss)/profit before taxation   (30,070)   (1,600)   153    (36,467)   (67,984)
                          
Total assets  $-   $1   $5,667   $60,168   $65,835 

 

   Nevada   Seychelles   Hong Kong   China   Total 
   For the period ended April 30, 2022 
   Nevada   Seychelles   Hong Kong   China   Total 
                     
Revenue  $-   $-   $-   $39,357   $39,357 
Cost of revenue   -    -    -    (17,628)   (17,628)
Other income   -    -    24,649    26,846    51,495 
Selling and marketing expenses   -    -    -    -    - 
General and administrative expenses   (28,520)   (257)   (116,942)   (233,511)   (379,230)
Net loss before taxation   (28,520)   (257)   (92,293)   (184,936)   (306,006)
                          
Total assets  $1,480   $1   $21,933   $66,132   $89,546 

 

20. SIGNIFICANT EVENTS

 

On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. Given the rapidly expanding nature of the COVID-19 pandemic and because the Company conducts major businesses in China, the Company’s business and results of operations have been affected for the previous periods.

 

Since the late 2022, the Chinese governments took comprehensive steps to relax many of their COVID-19 control measures, which enabled us to resume more normal operations in China. Any future impact of COVID-19 on the financial performance of the Company will depend on future developments, including the duration and spread of the outbreak and related restrictions and the impact of COVID-19 on the overall economy, all of which are highly uncertain and cannot be predicted. If the overall economy is impacted for an extended period, the Company’s future operating results may be materially adversely affected.

 

21. 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 subsequent events through the filing date of this Form 10-Q with the SEC, to ensure that this filing includes appropriate disclosure of events both recognized in the financial statements as of April 30, 2023, and events which occurred subsequently but were not recognized in the financial statements. During the period, there was no subsequent event that required recognition or disclosure.

 

F-20
 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The information contained in this Form 10-Q is intended to update the information contained in our Annual Report on Form 10-K for the year ended July 31, 2022 filed with the Securities and Exchange Commission on October 31, 2022 (the “Form 10-K”) 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 (e) 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.

 

Company Overview

 

MU Global Holding Limited, the US Company, operates through its wholly owned subsidiary, MU Worldwide Group Limited, a Seychelles Company; which operates through its wholly owned subsidiary, MU Global Holding Limited, a Hong Kong Company; which operates through its wholly owned subsidiary, MU Global Health Management (Shanghai) Limited, a Shanghai Company. The US, Seychelles and Hong Kong Companies act solely for holding purposes whereas all current and future operations in China are planned to be carried out via MU Global Health Management (Shanghai) Limited, the Shanghai Company. The purpose of the Hong Kong Company is to function as the current regional hub of the Company.

 

At present, we have a physical office in Shanghai with address of Room 1510, Building 5, Ark Times Square, 3148 Chengliu Middle Road, Jiading District, Shanghai. In the future, we do not have definitive plans for which markets intend to expand to, but we base our operations in Shanghai, as we prepare for future unidentified expansion efforts.

 

All of the previous entities share the same exact business plan with the goal of developing and providing wellness and beauty services to our future clients. We aim to promote improved overall health and beauty in our clients through a holistic detoxification method. We will, at least initially, primarily focus our efforts on attracting customers in China. We have intentions, but no definitive plans or timelines, to expand to Singapore, Malaysia, Hong Kong, and Middle Eastern countries in the coming years, and subsequently we intend to make efforts to expand throughout Asia. We anticipate spending a substantial amount in marketing and advertising in the coming year.

 

3
 

 

Results of Operation

 

For the nine months ended April 30, 2023 and 2022

 

Revenues

 

For the nine months ended April 30, 2023 and 2022, the Company has generated revenue of $129,358 and $39,357 respectively. The revenue represented income from wellness and beauty services provided to customers, sales of products and sharing of revenue from leasable equipment with business alliance and franchisee.

 

Cost of Revenue and Gross Margin

 

For the nine months ended April 30, 2023 and 2022, cost incurred arise in providing wellness and beauty services and selling of essential oil is $109,333 and $17,628 respectively, and generate a gross profit the for the nine months ended April 30, 2023 and 2022 of $20,025 and $21,729.

 

Selling and marketing expenses

 

For the nine months ended April 30, 2023 and 2022, we had incurred marketing expenses in the amount of $279 and $0 respectively. The expense comprised of travelling expenses.

 

General and administrative expenses

 

For the nine months ended April 30, 2023 and 2022, we had incurred general and administrative expenses in the amount of $94,895 and $379,230 respectively. These expenses are comprised of salary, allowance, professional fees, consultancy fee for IT and system management, office and outlet operation expenses and depreciation.

 

Other Income

 

The Company recorded an amount of $7,165 and $51,495 as other income for the nine months ended April 30, 2023 and 2022. This income is derived from the interest income, foreign exchange gain, gain on disposal and gain on measurement of long-term liabilities.

 

Net Loss

 

Our net loss for nine months ended April 30, 2023 and 2022 were $67,984 and $306,006. The net loss mainly derived from the general and administrative expenses incurred. The decrease in net loss of $238,022 as a result of higher revenue generated and lower spend in general and administrative expense during the period ended April 30, 2023.

 

4
 

 

Liquidity and Capital Resources

 

As of April 30, 2023 and 2022, we had cash and cash equivalents of $4,967 and $2,921 respectively. We expect increased levels of operations going forward will result in more significant cash flow and in turn working.

 

We depend substantially on financing activities to provide us with the liquidity and capital resources we need to meet our working capital requirements and to make capital investments in connection with ongoing operations. During the period ended April 30, 2023, the Company had met these requirements primarily from the financial support from director and related company.

 

Cash (Used in)/Generated from Operating Activities

 

For the nine months ended April 30, 2023, net cash used in operating activities was $39,661 as compared to net cash generated from operating activities was $23,073 for the nine months ended April 30, 2022. The cash used in operating activities was mainly for the payment of general and administrative expenses.

 

Cash Generated from/(Used in) Investing Activities

 

For the nine months ended April 30, 2023 and 2022, the net cash generated from investing activities was $3,403 and net cash used in investing activities was $7,276. The investing cash flow performance primarily reflects the purchase of property, plant and equipment and trademark and disposal of property, plant and equipment.

 

Cash Provided by/(Used in) Financing Activities

 

For the nine months ended April 30, 2023 and 2022, net cash provided by financing activities was $38,098 and net cash used in financing activities was $32,775 respectively. The financing cash flow performance primarily reflects the provision of long-term loan by director and third party.

 

Credit Facilities

 

We do not have any credit facilities or other access to bank credit.

 

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 April 30, 2023.

 

Recent Accounting Pronouncements

 

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

5
 

 

For the three months ended April 30, 2023 and 2022

 

Revenues

 

For the three months ended April 30, 2023 and 2022, the Company has generated revenue of $1,117 and $570 respectively. The revenue represented income from wellness and beauty services provided to customers, sales of products and sharing of revenue from leasable equipment with business alliance and franchisee.

 

Cost of Revenue and Gross Margin

 

For the three months ended April 30, 2023 and 2022, cost incurred arise in providing wellness and beauty services and selling of essential oil is $489 and $232 respectively, and generate a gross profit the for the three months ended April 30, 2023 and 2022 of $628 and $338.

 

Selling and marketing expenses

 

For the three months ended April 30, 2023 and 2022, we had incurred marketing expenses in the amount of $1 and $0 respectively. The expense comprised of travelling expenses.

 

General and administrative expenses

 

For the three months ended April 30, 2023 and 2022, we had incurred general and administrative expenses in the amount of $22,267 and $210,092 respectively. These expenses are comprised of salary, allowance, professional fees, consultancy fee for IT and system management, office and outlet operation expenses and depreciation.

 

Other Income

 

The Company recorded an amount of $4,807 and $24,562 as other income for the three months ended April 30, 2023 and 2022. This income is derived from the interest income, foreign exchange gain, gain on disposal and gain on measurement of long-term liabilities.

 

Net Loss

 

Our net loss for three months ended April 30, 2023 and 2022 were $16,833 and $185,192. The net loss mainly derived from the general and administrative expenses incurred. The decrease in net loss of $168,359 was mainly due to lower spend in general and administrative expenses during the period ended April 30, 2023.

 

6
 

 

Credit Facilities

 

We do not have any credit facilities or other access to bank credit.

 

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 April 30, 2023.

 

Recent Accounting Pronouncements

 

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

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 April 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 April 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 April 30, 2023, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

 

Changes in Internal Control over Financial Reporting:

 

There were no changes in our internal control over financial reporting during the period ended April 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

7
 

 

PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We know of no materials, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest adverse to us.

 

Item 1A. Risk Factors.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None

 

Item 3. Defaults Upon Senior Securities

 

None

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information.

 

None

 

8
 

 

ITEM 6. Exhibits

 

Exhibit No.   Description
     
31.1   Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer*
     
32.1   Section 1350 Certification of principal executive officer *
     
101.INS   Inline XBRL Instance Document*
     
101.SCH   Inline XBRL Schema Document*
     
101.CAL   Inline XBRL Calculation Linkbase Document*
     
101.DEF   Inline XBRL Definition Linkbase Document*
     
101.LAB   Inline XBRL Label Linkbase Document*
     
101.PRE   Inline XBRL Presentation Linkbase Document*
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* Filed herewith.

 

9
 

 

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.

 

  MU Global Holding Limited
  (Name of Registrant)
     
Date: June 9, 2023 By: /s/ NIU YEN YEN
  Title:

Chief Executive Officer, Chief Financial Officer,

President, Director, Secretary and Treasurer

    (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)

 

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