Synergy Empire Ltd - Annual Report: 2022 (Form 10-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For The Fiscal Year Ended March 31, 2022

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 333-235700

SYNERGY EMPIRE LIMITED

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

No.19 Jalan 12/118B, Desa Tun Razak, 56100, Kuala Lumpur, Malaysia.

Address of principal executive offices, including zip code

+(60)3 - 9171 2828

Registrant’s phone number, including area code

Securities registered pursuant to Section 12(b) of the Securities Exchange Act: None

Securities registered pursuant to Section 12(g) of the Securities Exchange Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐ No ☒

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 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).

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.

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.

Yes ☐ No ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

Not applicable.

APPLICABLE ONLY TO REGISTRANTS 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 Section 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

APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

DOCUMENTS INCORPORATED BY REFERENCE

No documents are incorporated by reference.

SYNERGY EMPIRE LIMITED

FORM 10-K

For the Fiscal Year Ended March 31, 2022

Index

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements. These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantee of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:

This report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Use of Defined Terms

Except as otherwise indicated by the context, references in this report to:

PART I

ITEM 1. BUSINESS

Corporate History

Synergy Empire Limited, a Nevada corporation (“the Company”) was incorporated under the laws of the State of Nevada on October 17, 2018.

On October 17, 2018, Mr. Leong Will Liam was appointed as President, Secretary, Treasurer and a member of our Board of directors. Also, on October 17, 2018, Mr. Law Jia Ming was appointed as Chief Executive Officer and Chief Financial Officer of the Company.

On October 17, 2018, the Company sold and subsequently issued 900,000 shares of restricted common stock to Mr. Leong Will Liam, our Director, President, Secretary and Treasurer. The price paid per share was $0.30, for aggregate proceeds to the Company of $27,000. Proceed from the issuance of shares went to the Company to be used as working capital.

In regards to all of the above transactions we claim an exemption from registration afforded by Section 4(a)(2) and/or Regulation S of the Securities Act of 1933, as amended (“Regulation S”) for the above sales of the stock since the sales of the stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.

On December 31, 2018, SEHL acquired 100% of the equity interests of SEHK from our director, Leong Will Liam, in consideration of HK$1 (Equivalent to about $0.13).

On January 16, 2019, We, “Synergy Empire Limited”, acquired 100% of the equity interests of Synergy Empire Holding Limited, a company incorporated in republic of the Marshall Islands (“SEHL”), from our director, Mr. Leong Will Liam, in consideration of $1. SEHL owns 100% of Synergy Empire Limited, a company incorporated in Hong Kong (“SEHK”).

On February 21, 2019, SEHK acquired 100% of the equity interests of Lucky Star F&B Sdn. Bhd., (“Lucky Star”), a company incorporated in Malaysia on February 9, 2010, from CBA Capital Holdings Sdn. Bhd., a Company owned and controlled by our Director, Mr. Leong Will Liam.

Lucky Star is the owner of 100% of the equity interests of SH Dessert Sdn. Bhd. (“SH Dessert”), a company incorporated in Malaysia on February 19, 2016.

On December 26, 2019, the Company has submitted initial Form S-1 Registration Statement to S.E.C registering an offering by the Company amounted up to $1,500,000 and offering by selling shareholder amounted to $500,000 respectively to Securities & Exchange Commission (“S.E.C”), which was later declared effective on March 10, 2020.

On December 30, 2020, the Company resolved to close the public offering pursuant to Form S-1, resulting in 100,000 shares of common stock being sold at $5.00 per share for a total of $500,000. The proceed of $500,000 went directly to the Company and shall be utilized pursuant to the use of proceed stated in the Form S-1.

On February 26, 2021, the Company transferred the entire shareholding of Lucky Star F&B Sdn. Bhd. from SEHK to SEHL due to a corporate restricting reason.

On March 31, 2021, the Company dispose SEHK to Mr. Leong Will Liam, our director, at Hong Kong Dollar One (“HKD1”), equivalent to $0.13. The disposal was because of uncertain Hong Kong political and economic environment.

Synergy Empire Limited operates entirely through its wholly owned subsidiary of which involving production and sale of food products and sold our products through two restaurants that we operate in Malaysia.

The following chart shows the Group structure:

The Company’s executive office is located at No. 19 Jalan 12/118B, Desa Tun Razak, Kuala Lumpur, Malaysia, 56100.

Overview

We are engaging 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”. The Company originally through indirect subsidiary SH Dessert Sdn. Bhd. operates two restaurant outlets and one central kitchen in Malaysia.

On July 29, 2020, the Company decided to terminate two restaurant outlets in Setapak and Pandan Indah, 3-month notices were given to both landlords, effective on August 1, 2020 onwards. As such, both restaurant outlets tenancy agreement expired on October 31, 2020 and no longer carried any operation as of March 31, 2021.

On September 22, 2020, the Company decided to terminate restaurant outlets on Botanic and C180, 2-month notices were given to both landlords, effective on September 28, 2020 onwards. As such, both restaurant outlets tenancy agreement expired on November 30, 2020 and no longer carried any operation as of March 31, 2021.

On November 15, 2020, the Company entered into a new tenancy agreement with unrelated third party for a new shop located in C180, Cheras through indirect wholly owned subsidiary SH Dessert Sdn. Bhd. for a tenancy period of two years. SH Dessert Sdn. Bhd. were given a rent-free grace period of one month from November 15, 2020 to December 14, 2020, upon the expiration of rent-free grace period, the Company pays a rental of MYR 6,000 (approximately $1,441) on monthly basis. As of March 31, 2021, renovation was completed and the branch was in operation.

On December 1, 2020, the Company entered into another tenancy agreement with unrelated third party for a new shop located in Sri Petaling, through SH Dessert Sdn. Bhd. for a tenancy period of three years commencing on February 1, 2021 at a monthly rental of MYR 15,000 (approximately $3,602), expiring on January 31, 2024, with option to extend for another two years expiring on January 31, 2026 with a maximum increment of not more than 15%.

We started our business under the brand of “Sweet Hut” in 2010, the trademark for which registered and will remain valid until March 25, 2020. We established our first outlet in Kuchai Lama, Kuala Lumpur, Malaysia. We started to manufacture various traditional Chinese desserts such as black glutinous, almond, mango desserts and peanut butter.

The name “Sweet Hut” is derived from the word ‘Sweetheart’. Since food is known as the language of love, we’ve decided to use ‘Sweetheart’ as our business’s signature – a dessert hut filled with love, passion & integrity. Sweet Hut aims to please customers by serving creative and exquisite desserts.

In 2013, our company was awarded “SME100 Award” by SME & Entrepreneurship Magazine. SME100 Awards is an annual recognition programme organized by SME Magazine, naming the fastest moving businesses of the SME sector. To promote recognition of top businesses in a lucrative and dynamic market, the SME100 Awards has served as a symbol which is believed to distinguish the best among the great.

Since 2013, we have grown into a dessert manufacturer and dessert chain under our brand name of “Sweet Hut” in Malaysia. By the end of 2020, the Company decided to shut down all four restaurants operation and re-establish two new restaurants under new concept to strengthen the Company business branding and promoting, together with the launching of menu.

We currently operate one centralized kitchen and two restaurants located in Malaysia. We manufacture and process our own dessert and food in our centralized kitchen with standard procedures and recipes, in order to ensure the food quality and safety for distribution. Our suppliers, including raw material, ingredient, packaging material suppliers, are located in Malaysia.

Most of our centralized prepared dessert and food will be distributed to our restaurants through our logistic team delivery, via refrigerated trucks. Restaurant is owned and operated by the Company with an internal operational manual in order to comply with all laws applicable to operating a restaurant in Malaysia, which includes, but is not strictly limited to, the Food Act 1983, Food Regulations 1985 and Food Hygiene Regulations 2009.

In 2017, due to the increasing number of smartphone users and availability of online food delivery intermediaries, the Company decided to take advantage of such opportunities. On July 4, 2017 and September 18, 2017, the Company, through SH Dessert Sdn. Bhd., which is the restaurant operator, registered as a vendor to Honestbee food delivery and Foodpanda delivery. On November 22, 2018, the Company, through SH Dessert Sdn. Bhd., registered with Grabfood as a vendor. On July 22, 2019, Honestbee food delivery suspended its operation in Malaysia and we stopped our collaboration with Honestbee on the same day. The Company believes registering as a vendor to the aforementioned platforms enables the Company to expand the coverage of availability of all our restaurants despite these platforms charging approximately 30% commission on the total food bill on average.

On January 31, 2020, Lucky Star F&B Sdn. Bhd., which is the centralized kitchen operator, has acquired the halal certificate on the food process and production from JAKIM, also known as Department of Islamic Development Malaysia. According to the information from the Department of Statistics Malaysia, as of 2019, the population in Malaysia was approximately 32.6 million, and 69.3% of the population were Muslim adherents. With the halal certificate, we believe the Company can penetrate the Islamic food market in Malaysia, which may lead to improvement in the Company’s financial performance and position.

The Company has observed an increasingly competitive environment in the food and beverage industry due to the low barriers to entry and shift in the paradigm of consumer behaviour and preference which the Company believes it is crucial to implement strategic rebranding and marketing activities to cope with industry and consumer demand. For this purpose, in 2020, the Company has closed all of its four restaurants and re-establish two new outlets locating in C180, Cheras and Sri Petaling and engaged branding firm, to advise on our marketing approach including our brand new renovation outlook, dishes and menu with the funding from our public offering.

We strongly believe to excel in food and beverage industry, it is crucial to maintain the quality of food served to our customers, regardless of whether that is through food delivery or dine in. To grow our business and build brand awareness it is crucial to improve the Company’s exposure in terms of availability to different locations throughout different towns. Currently, the Company’s potential market is limited to the two towns in which our restaurant is located. Even with the availability of online food delivery platforms, we believe we are unable to attract customers located more than 20 kilometers away from our individual restaurants, which limits to our growth.

Marketing

The Company, through our subsidiary SH Dessert Sdn. Bhd. has been cooperating with online food delivery companies to have our desserts displayed on their platforms in order to promote that our desserts may be delivered by their companies, such as Foodpanda and Grabfood.

Our promotional materials are printed and placed on every table of our restaurants. We print new banners and update our promotional materials every month. In the future, we intend to further enhance our brand recognition by increasing our marketing efforts by placing advertisements across various media channels, including social media and internet platforms.

We plan to hire a marketing officer in order to organize our marketing campaigns and establish public awareness of the Company, however, such plans have not yet been determined in sufficient detail to outline at this time and remain under development.

Employees

We are required to contribute to the Employees Provident Fund (EPF) under a defined contribution pension plan for all eligible employees in Malaysia between the ages of eighteen and seventy. We are required to contribute a specified percentage of the participant’s income based on their ages and wage level. The participants are entitled to all of our contributions together with accrued returns regardless of their length of service with the Company.

The EPF is a social security institution formed according to the Laws of Malaysia, Employees Provident Fund Act 1991 (Act 452) which provides retirement benefits for members through management of their savings in an efficient and reliable manner. The EPF also provides a convenient framework for employers to meet their statutory and moral obligations to their employees.

We intend to hire more staff to assist in the development and execution of our business operations.

We do not presently have pension, health, annuity, insurance, stock options, profit sharing, or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefits available to our employee, Officer and/or Director.

Government Regulation

The Company’s operations are subject to several laws and regulations other than the aforementioned JAKIM regulation, enacted by the Malaysia government, which includes but is not limited to:

The Food Act 1983 is an Act to protect the public against health hazards and fraud in the preparation, sale and use of food, and for matters incidental thereto or connected therewith. It outlined the authority and procedure where officers authorized by the Minister are empowered to conduct routine checks and, if necessary, sample collection to determine whether the level of hygiene of restaurants is satisfactory and whether food prepared is fit for human consumption at the discretion of officer. Part of the Food Act 1983 regulates the operation of our restaurant including but not limited following:

Pursuant to section 11 of Food Act 1983, if in the opinion of officer, the premise fails to comply with sanitary and hygienic requirements, the officer may in writing order the closure of such premise where food is prepared.

Pursuant to section 12 of Food Act 1983, notification of the name and occupation of any person who has been convicted of any offence against this Act or any regulation made thereunder together with his place or places of business, the nature of the offence and the fine, forfeiture, or other penalty inflicted shall, if the court so orders, be published in any newspaper circulating in Malaysia.

Food Regulation 1985 outlined individual ingredients requirements in terms of labeling, including additive and nutrients supplements. Any person who contravenes or fails to comply with any provisions of these Regulations commits an offence and subject to a fine not exceeding Malaysia Ringgit Five Thousand (Approximately One Thousand Two Hundred and Ten United States Dollars) or imprisonment for a term not exceeding two years.

Food Hygiene Regulations 2009 is a regulation enacted according to Section 34 of the Food Act 1983 and was enacted by the Malaysia government on February 28, 2009. Two main matters that were introduced under this regulation are the registration of food premises by category and offenses which could be compounded. Offences made either by the proprietor, owner, the occupier of food premises, food handlers, caterers, food vending machines operators, as well as a person who transports food using the vehicle shall be liable for a fine not exceeding Malaysia Ringgit Ten Thousand (Approximately Two Thousand Four Hundred and Twenty United States Dollars) or to imprisonment not exceeding 2 years or to both. Meanwhile, some of the offenses are related to food handlers’ routines, design, building and equipment used.

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 1B. UNRESOLVED STAFF COMMENTS

Nil.

ITEM 2. PROPERTIES

Our principal executive office which is also our central kitchen is located at No. 19, Jalan 12/118B, Desa Tun Razak, 56100, Kuala Lumpur, Malaysia.

The following table outline the address of our two restaurants and central kitchen that we operate out of, the beginning and end date of the respective lease agreement for each location, the monthly lease payment to be paid for each location, and the party that entered into each lease agreement, as the lessee, for each location. All parties listed under “Tenant” are either subsidiaries of the Company or a related party of the Company.

The exchange rate of US$1 to MYR is around MYR4.16.

*This tenancy agreement contained a renewal clause for the period from March 31, 2025 to February 28, 2028 with monthly rental of MYR7,950.

** This tenancy agreement contained a renewal clause for the period from November 15, 2022 to November 14, 2024.

*** This tenancy agreement contained a renewal clause for the period from February 1, 2024 to January 31, 2026 with monthly rental of not exceeding MYR16,500.

ITEM 3. LEGAL PROCEEDINGS

As of the date hereof, we know of no material pending legal proceedings against to which we or any of our subsidiaries is a party or of which any of our property is the subject. There are no proceedings in which any of our directors, executive officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest. From time to time, we may be subject to various claims, legal actions and regulatory proceedings arising in the ordinary course of business.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

The Company sole class of common equity is currently quoted under OTC Markets Pink Sheet under symbol SHMY since April 6, 2021. The Company believes that we do not have an established public trading market and we cannot assure you that there will be any liquidity for our common stock in the future and such quotation reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

Dividend

No cash dividends were paid on our shares of common stock during the fiscal year ended March 31, 2022 and 2021. We have not paid any cash dividends since our inception on October 17, 2018 and we currently have no plans to pay such dividends. Our board of directors currently intends to retain all earnings for use in the business for the foreseeable future.

Share Holders

As of March 31, 2022, the Company had 1,000,000 shares of our Common Stock par value, $0.0001 issued and outstanding which owned by 50 shareholders.

Transfer Agent and Registrar

The Company has appointed Globex Transfer, LLC as transfer agent, with address 780 Deltona Blvd., Suite 202 Deltona, FL 32725 and can be reached at (813) 344-4490.

Securities Authorized for Issuance under Equity Compensation Plans

We do not have in effect any compensation plans under which our equity securities are authorized for issuance.

Recent Sales of Unregistered Securities

No securities have been sold by the Company during the period covered by this Form 10-K.

Use of Proceeds from Registered Securities

Not applicable

Purchases of Equity Securities by the Registrant and Affiliated Purchasers

We have not repurchased any shares of our common stock during the fiscal year ended March 31, 2022.

ITEM 6. SELECTED FINANCIAL DATA

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

The following discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and the notes to those financial statements appearing elsewhere in this Report.

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 € 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 restaurants chains and one central kitchen.

Results of Operations

Revenue

For the year ended March 31, 2022 and 2021, the Company has generated a revenue of $127,095 and $161,132. This is a decrease of 21.12%. The breakdown of revenue is as following:

Dine-in revenue declined from $103,404 for the year ended March 31, 2021 to $74,407 for the year ended March 31, 2022 for a decline rate of approximately 28.04%. The decline in dine-in revenue primarily due to recurrent movement control order imposed in Malaysia and the closure of our restaurants for subsequent rebranding purpose.

Delivery revenue declined from $57,728 for the year ended March 31, 2021 to $52,688 for the year ended March 31, 2022 for a decline rate of approximately 8.73%. The decline in delivery primarily due to closure of our restaurants for subsequent rebranding purpose.

Gross Profit

The Company gross profit margin has decline from 64.22% for the year ended March 31, 2021 to 42.15% for the year ended March 31, 2022. As a combination of declining revenue and profit margin, the Company gross profit has declined from $103,477 for the year ended March 31, 2021 to $53,566 for the year ended March 31, 2022, approximately a decline of 48.23%.

General and Administrative Expenses

For the year ended March 31, 2022 and 2021, the Company incurred a general and administrative expenses of $533,993 and $492,433 respectively. This primarily consisted of salary, lease expenses, utilities, depreciation, professional fees, repair and maintenance, compliance expenses and advertising and promotion expenses.

Net Loss

For the year ended March 31, 2022 and 2021, the Company incurred a net loss of $443,268 and $11,862 respectively.

Liquidity and Capital Resources

The Company’s cash and cash equivalent has decreased by $326,600, from $345,161 as of March 31, 2021 to $18,561 as of March 31, 2022. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.

Cash Used in Operating Activities

For the year ended March 31, 2022, the Company used $449,821 in operating activities primarily from net loss from operation, increase in account receivable, prepayment and deposits, decrease in accrued liabilities and other payables and repayment of lease liability, contra by depreciation and amortization, writing off of other receivable, decrease in inventory and increase in accounts payable.

For the year ended March 31, 2021, the Company used $251,610 in operating activities primarily from net loss from operation, gain from disposal of fixed assets, increase in prepaid expenses, decrease in account payable, repayment of lease liability and loan waiver from amount due to related parties, contra by depreciation and amortization and decrease in inventory and increase in accrued liability.

Cash Used in Investing activities

For the year ended March 31, 2022, the Company spent $50,657 in investing activity, primarily in investment in plant, equipment.

For the year ended March 31, 2021, the Company spent $211,663 in investing activity, primarily in investment in plant, equipment and renovation together with proceed from disposal of plant and equipment.

Cash Provided by Financing Activities

For the year ended March 31, 2022, the Company had net proceed from financing activity $168,299 primarily from advance from director contra by bank loan repayment.

For the year ended March 31, 2021, the Company had net proceed from financing activity $719,633 primarily from initial public offering and advance from director contra with bank loan repayment.

Off-Balance Sheet Arrangement

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 March 31, 2022 and March 31, 2021.

Contractual Obligation

As a smaller reporting company, we are not required to provide the aforementioned information.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements required by this item are located following the signature page of this Annual Report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Disclosures Control and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer, of the effectiveness of our disclosure controls and procedures as of March 31, 2022. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our chief executive officer concluded that our disclosure controls and procedures were not effective.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (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. The aforementioned material weaknesses were identified by our chief executive officer in connection with the review of our financial statements as of March 31, 2022.

Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The internal controls for the Company are provided by executive management’s review and approval of all transactions. Our internal control over financial reporting also includes those policies and procedures that:

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2022. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of these controls.

As of March 31, 2022, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013 and SEC guidance on conducting such assessments. Based on such evaluation, the Company’s management concluded that, during the period covered by this Report, our internal control over financial reporting were not effective.

Identified Material Weaknesses

A material weakness in internal control over financial reporting is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the financial statements will not be prevented or detected.

Management identified the following material weaknesses during its assessment of internal controls over financial reporting as of March 31, 2022.

Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of March 31, 2022 based on criteria established in Internal Control—Integrated Framework issued by COSO.

Management’s Remediation Initiatives

Since 2021, we engaged Dude Business Consultants Limited as an external consultant to assist with the identification and address of complex and proper accounting issues.

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we also plan to initiate the following series of measures to further strengthen the Company’s internal controls going forward:

We anticipate that these initiatives will be at least partially, if not fully, implemented by the end of fiscal year 2022.

Changes in internal controls over financial reporting

There was no change in our internal controls over financial reporting that occurred during the period covered by this Report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting:

This annual report does not include an attestation report of the Company’s registered independent public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered independent public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report on Form 10-K.

ITEM 9B. OTHER INFORMATION

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTIONS.

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Biographical information regarding the officers and directors of the Company, who will continue to serve as officers and directors of the Company are provided below:

Law Jia Ming - Chief Executive Officer (CEO), Chief Financial Officer (CFO)

Mr. Law Jia Ming has been our CEO and CFO since October 17, 2018. Mr. Law holds a bachelor’s degree of Business in Marketing from University of Queensland (Australia).

Mr. Law has been engaged in the food and beverage industry since February 2010. From February 2010, he has been the CEO of Lucky Star F&B Sdn. Bhd., our wholly owned subsidiary. After working for 6 years in food production, research and development, operational finance and logistic design of food and beverage wholesale industry in Malaysia, he founded our other wholly owned subsidiary, SH Dessert Sdn. Bhd. in February 2016, which is mainly focused on setting up dessert outlets and receiving franchising fees from the franchisees. He acts as the CEO of SH Dessert Sdn. Bhd. since February 2016 and his responsibility in the company is to oversee the operation of the company and develop businesses in Asia.

Mr. Law’s experience in corporate management and business development in food and beverage industry, has led the Board of directors to reach the conclusion that he should serve as CEO and CFO of the Company.

Leong Will Liam - Director, President, Secretary and Treasurer

Mr. Leong has been our director, president, secretary and treasurer since October 17, 2018. Mr. Leong graduated from University of London with a bachelor degree in banking and finance in 2000.

From 2000 to 2002, he worked as a banking officer in Citibank Berhad, a licensed commercial bank operating in Malaysia. His responsibilities were client repayment ability evaluation in a loan application, customer relationship maintenance and oversight of daily banking operation. From 2003 to 2004, he worked in HSBC Bank Malaysia Bhd as a manager in banking consumer product division. He was responsible for develop new products with the design and engineering team, promoting and marketing the products with the marketing team and outsourced vendors. Furthermore, he performed cost and profit analysis for those financial products with the financial analysis model, and presented the management team with his analysis. From 2005 to 2008, he worked at Diligent Aspect Sdn. Bhd. as a general manager, where his responsibilities consisted of overseeing daily operation of outsourced banking agents, coordinating key performance goals development, and ensuring the implementation and review of sale tactical programs. From 2009 to 2014, he worked as Chief Operating Officer at Caccina Sofa Manufacturer (M) Sdn. Bhd. and was mainly responsible for the implementation and evaluation of key investment opportunities in equipment and infrastructure across the Asia region. From 2015 to the present, he continues to act as the director of CBA Capital Holdings Sdn. Bhd. He is responsible for audit and internal control procedure of CBA Capital Holdings Sdn. Bhd. Furthermore, he develops corporate fundraising strategies and models for the company and ensures the correct implementation of fundraising strategies and models.

Mr. Leong’s experience in the financial industry and corporate management, has led the Board of directors to reach the conclusion that he should serve as a director, president, secretary and treasurer of the Company.

Corporate Governance

The Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the Securities and Exchange Commission and in other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has not formally adopted a written code of business conduct and ethics that governs the Company’s employees, officers and Directors as the Company is not required to do so.

In lieu of an Audit Committee, the Company’s Board of Directors, is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company’s financial statements and other services provided by the Company’s independent public accountants. The Board of Directors, the Chief Executive Officer and the Chief Financial Officer of the Company review the Company’s internal accounting controls, practices and policies.

Committees of the Board

Our Company currently does not have nominating, compensation, or audit committees or committees performing similar functions nor does our Company have a written nominating, compensation or audit committee charter. Our Directors believes that it is not necessary to have such committees, at this time, because the Directors can adequately perform the functions of such committees.

Audit Committee Financial Expert

Our Board of Directors has determined that we do not have a board member that qualifies as an “audit committee financial expert” as defined in Item 407(D)(5) of Regulation S-K, nor do we have a Board member that qualifies as “independent” as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of the FINRA Rules.

We believe that our Director(s) are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The Director(s) of our Company does not believe that it is necessary to have an audit committee because management believes that the Board of Directors can adequately perform the functions of an audit committee. In addition, we believe that retaining an independent Director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the stage of our development and the fact that we have not generated any positive cash flows from operations to date.

Involvement in Certain Legal Proceedings

Our Directors and our Executive officers have not been involved in any of the following events during the past ten years:

Independence of Directors

We are not required to have independent members of our Board of Directors, and do not anticipate having independent Directors until such time as we are required to do so.

Code of Ethics

We have not adopted a formal Code of Ethics. The Board of Directors evaluated the business of the Company and the number of employees and determined that since the business is operated by a small number of persons, general rules of fiduciary duty and federal and state criminal, business conduct and securities laws are adequate ethical guidelines. In the event our operations, employees and/or Directors expand in the future, we may take actions to adopt a formal Code of Ethics.

Shareholder Proposals

Our Company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors. The Board of Directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our Company does not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

A shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our President, at the address appearing on the first page of this Information Statement.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings. Based solely on our review of the copies of such forms furnished to us and written representations by our officers and directors regarding their compliance with applicable reporting requirements under Section 16(a) of the Exchange Act, we believe that all Section 16(a) filing requirements for our executive officers, directors and 10% stockholders were met during the year ended March 31, 2022.

ITEM 11. EXECUTIVE COMPENSATION

*The below figures are in relation to our most recent fiscal year end.

Summary of Compensation

Stock Option Grants

We have not granted any stock options to our executive officers since our incorporation.

Employment Agreements

We do not have an employment or consulting agreement with any officers or Directors.

Compensation Discussion and Analysis

Director Compensation

Our Board of Directors does not currently receive any consideration for their services as members of the Board of Directors. The Board of Directors reserves the right in the future to award the members of the Board of Directors cash or stock-based consideration for their services to the Company, which awards, if granted shall be in the sole determination of the Board of Directors.

Executive Compensation Philosophy

Our Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves the right to pay our executive or any future executives a salary, and/or issue them shares of common stock in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance. This package may also include long-term stock-based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.

Incentive Bonus

The Board of Directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executives.

Long-term, Stock Based Compensation

In order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award our executive and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of Directors, which we do not currently have any immediate plans to award.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

As of March 31, 2022, the Company has 1,000,000 shares of common stock issued and outstanding, which number of issued and outstanding shares of common stock have been used throughout this report.

*Officers and or Directors who may hold a 5% or greater controlling interest in the Company are included above, but only under the subtitle, “Executive Officers and Directors.”

Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power at any particular date.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE

On October 17, 2018, the Company sold and subsequently issued 900,000 shares of restricted common stock to Mr. Leong Will Liam, our Director, President, Secretary and Treasurer. The price paid per share was $0.30, for aggregate proceeds to the Company of $27,000. Monies from the aforementioned sale of shares went to the Company to be used as working capital.

Regards to all of the above transactions we claim an exemption from registration afforded by Section 4(a)(2) and/or Regulation S of the Securities Act of 1933, as amended (“Regulation S”) for the above sales of the stock since the sales of the stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.

On January 16, 2019, We, “Synergy Empire Limited,” acquired 100% of the equity interests of Synergy Empire Holding Limited, a company incorporated in republic of the Marshall Islands (“SEHL”), from our director, Mr. Leong Will Liam, in consideration of $1.

SEHL owns 100% of Synergy Empire Limited, a company incorporated in Hong Kong (“SEHK”).

On December 31, 2018, SEHL acquired 100% of the equity interests of SEHK from our director, Leong Will Liam, in consideration of HK$1 (Equivalent to about $0.13).

On February 21, 2019, SEHK acquired 100% of the equity interests of Lucky Star F&B Sdn. Bhd., (“Lucky Star”), a company incorporated in Malaysia on February 9, 2010, from CBA Capital Holdings Sdn. Bhd., a Company owned and controlled by our Director, Mr. Leong Will Liam.

Lucky Star is the owner of 100% of the equity interests of SH Dessert Sdn. Bhd. (“SH Dessert”), a company incorporated in Malaysia on February 19, 2016.

As of March 31, 2019, the Company has an outstanding loan payable to our CEO, Mr. Law Jia Ming, in the amount of $216,911. For the year ended March 31, 2020, Mr. Law Jia Ming has advanced the Company an additional $77,487 to be used for working capital. The Company has a total outstanding loan payable to our CEO, in the amount of $280,180, the difference is caused by foreign currency translation for accounting purpose. For the year ended March 31, 2021, our CEO and CFO, Mr. Law Jia Ming decided to waive all outstanding loan payable.

Mr. Law Jia Ming was a director of our subsidiaries, Lucky Star F&B Sdn. Bhd. and SH Dessert Sdn. Bhd., until February 21, 2019 and July 1, 2019 respectively. He has been our CEO and CFO since October 17, 2018.

As of March 31, 2019, the Company has an outstanding loan payable to Mr. Leong Will Liam, our President and Director, in the amount of $499,261. This is inclusive of an amount due to CBA Capital Holdings Sdn. Bhd, a company owned and controlled solely by Mr. Leong Will Liam. The portion of the above total owed directly to CBA Capital Holdings Sdn. Bhd. is $24,822. For the year ended March 31, 2020, Mr. Leong Will Liam has advanced the Company an additional $173,862 to be used for working capital. As of March 31, 2020, the Company has an outstanding loan payable to our President and Director, in the amount of $644,072, the difference is caused by foreign currency translation for accounting purpose.

On February 26, 2021, Synergy Empire Marshall acquire 100% of Lucky Star F&B Sdn. Bhd. from Synergy Empire HK at a consideration of MYR 100,000, equivalent to HK$ 192,370 or US$ 24,822. Consideration has yet to settle between Synergy Empire Marshall and Synergy Empire HK, give rise to a receivable asset for Synergy Empire HK and a payable liability for Synergy Empire Marshall. On March 31, 2021, Mr. Leong Will Liang acquire Synergy Empire HK for HK$1, in exchange deficit book value of HK$19,918.

For the year ended March 31, 2022 and 2021, Mr. Leong Will Liam has further advanced $182,834 and $225,817 to the Company for working capital purpose.

As of March 31, 2022, the Company has an outstanding loan payable to Mr. Leong Will Liam amount $1,041,600 and an outstanding loan payable to Synergy Empire HK amount $24,822, totaled $1,066,422.

All aforementioned loans and advancement are non-interest bearing and payable on demand. The difference in aforementioned figures is caused by foreign translation difference.

Review, Approval and Ratification of Related Party Transactions

Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officer(s), Director(s) and significant stockholders. We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional Directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, our Directors will continue to approve any related party transaction.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

The following table sets forth the aggregate fees billed to the Company by its independent registered public accounting firms for the fiscal years ended March 31, 2022 and 2021.

We have engaged Total Asia Associates as our principal accountant since March 31, 2018. On July 21, 2022, the Board of Directors of the Company approved the resignation of Total Asia Associates PLT concurrently with the appointment of JP Centurion & Partners PLT as the Company’s independent registered public accounting firm. Form 8-K has been filed pertaining to this matter dated July 21, 2022.

The category of “Audit fees” includes fees for our annual audit, quarterly reviews and services rendered in connection with regulatory filings with the SEC, such as the issuance of comfort letters and consents.

The category of “Audit-related fees” includes employee benefit plan audits, internal control reviews and accounting consultation.

All of the professional services rendered by principal accountants for the audit of our annual financial statements that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for last two fiscal years were approved by our board of directors.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Financial Statements

The following are filed as part of this report:

Financial Statements

The following financial statements of Synergy Empire Limited and Report of Independent Registered Public Accounting Firm are presented in the “F” pages of this Report:

(b) Exhibits

The following exhibits are filed herewith:

ITEM 16. FORM 10-K SUMMARY.

As permitted, the registrant has elected not to supply a summary of information required by Form 10-K.

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.

INDEX TO FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of Synergy Empire Limited

No. 19, Jalan 12/118B,

Desa Tun Razak, 56100

Kuala Lumpur, Malaysia

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Synergy Empire Limited (the ‘Company’) as of March 31, 2022 and the related consolidated statements of operations and comprehensive income, stockholders’ equity, and cash flows for the year ended March 31, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2022, and the results of its operations and its cash flows for the year ended March 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Going concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered losses from operations and has a net capital deficiency. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the Board of Directors (Those Charged with Governance) that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. We determined that there are no critical matters.

PCAOB ID :6723

TOTAL ASIA ASSOCIATES PLT (AF002128 & LLP0016837-LCA) A Firm registered with US PCAOB and Malaysian MIA Block C-3-1, Megan Avenue 1, 189, Off Jalan Tun Razak, 50400, Kuala Lumpur. Tel: (603) 2733 9989

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of

Synergy Empire Limited

No. 19 Jalan 12/118B

Desa Tun Razak, 56100

Kuala Lumpur, Malaysia

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Synergy Empire Limited (the ‘Company’) as of March 31, 2021 and 2020, and the related consolidated statements of operations and comprehensive income, stockholders’ equity, and cash flows for the year ended of March 31, 2021 and 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2021 and 2020, and the results of its operations and its cash flows for the year ended March 31, 2021 and 2020, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, for the year ended March 31, 2021, the Company has working capital deficit. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to those charged with governance that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. We determined that there are no critical matters.

PCAOB ID :6268

Item 1. Financial statements

SYNERGY EMPIRE LIMITED.

CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2022 AND 2021

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

See accompanying notes to consolidated financial statements.

SYNERGY EMPIRE LIMITED

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

FOR THE YEARS ENDED MARCH 31, 2022 AND 2021

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

See accompanying notes to consolidated financial statements.

SYNERGY EMPIRE LIMITED

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE YEARS ENDED MARCH 31, 2022 AND 2021

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

See accompanying notes to consolidated financial statements

SYNERGY EMPIRE LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED MARCH 31, 2022 AND 2021

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

See accompanying notes to consolidated financial statements.

SYNERGY EMPIRE LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2022 AND 2021

(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 100% of the equity interests of Synergy Empire Holding Limited, a company incorporated in Republic of the Marshall Islands (“Synergy Empire Marshall”).

On December 31, 2018, Synergy Empire Marshall acquired 100% of Synergy Empire Limited, a limited liability company incorporated in Hong Kong (“Synergy Empire HK”).

On February 21, 2019, Synergy Empire HK acquired 100% of the equity interests of Lucky Star F&B Sdn. Bhd., a limited liability company incorporated in Malaysia (“Lucky Star”).

Lucky Star acquired 100% of the equity interests of SH Dessert Sdn. Bhd., a limited liability company incorporated in Malaysia (“SH Dessert”) by Lucky Star on February 19, 2016.

On February 26, 2021, Synergy Empire Marshall acquired 100% of Lucky Star F&B Sdn. Bhd. from Synergy Empire HK. Subsequently on March 31, 2021, Mr. Leong Will Liam acquired 100% of Synergy Empire HK, as such Synergy Empire HK is no longer a subsidiary of the Company.

Mr. Leong Will Liam is the common director and major shareholder of the Company, Synergy Empire Marshall, Synergy Empire HK, Lucky Star and SH Dessert.

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:

 SCHEDULE OF COMPANY'S SUBSIDIARIES

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”) 250,000 per deposit per member bank, which is equivalent to $59,462, if the aforementioned banks fails. 

Plant and Equipment

Plant and equipment are stated at cost, with depreciation and amortization provided using the straight-line method over the following periods:

 SCHEDULE OF DEPRECIATION AND AMORTIZATION PERIODS OF PLANT AND EQUIPMENT

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, 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 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.

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 years:

SCHEDULE OF EXCHANGE RATE TRANSLATION OF AMOUNTS FROM LOCAL CURRENCY 

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, trade receivable, deposits and other receivables, amount due to related parties, trade payables and other payables 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 March 31, 2022, and 2021, the Company did not have any non-financial 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.

Net Income/(Loss) per Share

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.

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 March 31, 2022, the Company have three 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.

Recently Issued Accounting Standards

In September 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326), which replaces the incurred-loss impairment methodology and requires immediate recognition of estimated credit losses expected to occur for most financial assets, including trade receivables. Credit losses on available-for-sale debt securities with unrealized losses will be recognized as allowances for credit losses limited to the amount by which fair value is below amortized cost. ASU 2016-13 is effective for the Company beginning January 1, 2020 and early adoption is permitted. The Company does not believe the potential impact of the new guidance and related codification improvements will be material to its financial position, results of operations and cash flows.

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 $1,599,531 and $1,156,263 as of March 31, 2022 and March 31, 2021 respectively. For the years ended March 31, 2022 and 2021, the Company suffered from a net loss of $443,268 and $11,862 respectively. Furthermore, the Company recorded a negative working capital of $1,188,819 and $769,069 as of March 31, 2022 and 2021 respectively.

The Company’s cash position is not significant 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 major 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. OTHER INCOME

SCHEDULE OF OTHER INCOME

5. PREPAID EXPENSES, DEPOSITS & OTHER RECEIVABLES

SCHEDULE OF PREPAID EXPENSES, DEPOSITS AND OTHER RECEIVABLES 

The rental deposits represent the deposit of the tenancy agreements.

Prepaid expenses represent the deposit payments of public utilities, such as electricity, telephone, water supplies and OTCQB annual fee.

Other receivables represent payment made on behalf of customers such as lorry rental and outstanding payment due from delivery platform.

6. INVENTORIES

SCHEDULE OF INVENTORIES

7. PLANT AND EQUIPMENT

SCHEDULE OF PLANT AND EQUIPMENT 

For the year ended March 31, 2022, the Company has invested $18,350 in kitchen equipment, $10,802 in renovations and $19,931 in office equipment respectively.

For the year ended March 31, 2021, the Company has invested $6,112 in kitchen equipment, $195,314 in renovations and $21,741 in office equipment respectively.

Depreciation expenses for the years ended March 31, 2022 and 2021 amounted to $77,717 and $34,362 respectively.

8. ACCRUED EXPENSES AND OTHER PAYABLES

SCHEDULE OF ACCRUED EXPENSES AND OTHER PAYABLES 

Accrued expenses for the years ended March 31, 2022 and 2021 consist of accrued salary, rental, utilities bills, audit fee.

Other payable for the years ended March 31, 2022 and 2021 consist of outstanding marketing expenses and renovation payment and loan from third party.

9. AMOUNT DUE TO RELATED PARTIES

As of March 31, 2020, the Company has an outstanding loan payable to our CEO, Mr. Law Jia Ming of $280,180 and. This loan is unsecured, non-interest bearing and payable on demand. Mr. Law Jia Ming was a director of our subsidiaries, Lucky Star F&B Sdn. Bhd. and SH Dessert Sdn. Bhd., until February 21, 2019 and July 1, 2019 respectively. He has been our CEO and CFO since October 17, 2018.

SCHEDULE OF AMOUNT DUE TO RELATED PARTIES 

For the year ended March 31, 2021, our CEO and CFO, Mr. Law Jia Ming decided to waive all outstanding loan payable.

10. AMOUNT DUE TO A DIRECTOR

As of March 31, 2021, the Company has an outstanding loan payable to Mr. Leong Will Liam amounted $894,480. Of which including an amount due to Synergy Empire HK amounted $24,822. For the year ended March 31, 2022, Mr. Leong Will Liam has further advanced $183,834 to the Company for working capital purpose.

Both aforementioned loans are unsecured, non-interest bearing and payable on demand.

SCHEDULE OF AMOUNT DUE TO DIRECTORS 

On February 26, 2021, Synergy Empire Marshall acquire 100% of Lucky Star F&B Sdn. Bhd. from Synergy Empire HK at a consideration of MYR 100,000, equivalent to HK$ 192,370 or US$ 24,822. Consideration has yet to settle between Synergy Empire Marshall and Synergy Empire HK, give rise to a receivable asset for Synergy Empire HK and a payable liability for Synergy Empire Marshall.

On March 31, 2021, Mr. Leong Will Liang acquire Synergy Empire HK with following details.

SCHEDULE OF ACQUISITION  

Concurrent with disposal of Synergy Empire HK, all assets and liabilities were transferred to Mr. Leong Will Liam, as such the loan from CBA Capital Holdings Sdn. Bhd. were no longer within the Company.

SCHEDULE OF AMOUNT DUE TO DIRECTORS 

As of March 31, 2022, the Company has an outstanding loan payable to Mr. Leong Will Liam amount $ 1,041,600 and an outstanding loan payable to Synergy Empire HK amount $ 24,822, totaled $ 1,066,422.

11. 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 MYR342,834 (approximately $83,972) at annual interest of 6.00% accrue in arrear, for a repayment period of 72 months with interest bearing monthly installment of MYR6,473 (approximately $1,585) which is the sole bank borrowing other than hire purchase obtained by the Company while the last repayment is expected on February 5, 2023.

The outstanding balance of business loan as of March 31, 2022 and 2021 can be summarized as follow:

 SUMMARY OF OUTSTANDING BALANCE OF BUSINESS LOANS

For the year ended March 31, 2021, the Company repaid $6,184 to Standard Chartered Saadiq Berhad.

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 $2,141 interest expenses. The last repayment is expected on August 2023.

For the year ended March 31, 2022, the Company repaid $15,535 in bank borrowings.

Maturities of the loan for each of the five years and thereafter are as follows:

 SCHEDULE OF MATURITIES OF LOAN

12. LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES

The Company officially adopted ASC 842 for the period on and after April 1, 2019 as permitted by ASU 2016-02. ASC 842 originally required all entities to use a “modified retrospective” transition approach that is intended to maximize comparability and be less complex than a full retrospective approach. On July 30, 2018, the FASB issued ASU 2018-11 to provide entities with relief from the costs of implementing certain aspects of the new leasing standard, ASU 2016-02 of which permits entities may elect not to recast the comparative periods presented when transitioning to ASC 842. As permitted by ASU 2018-11, the Company elect not to recast comparative periods, thusly.

As of April 1, 2019, the Company recognized approximately US$183,742, lease liability as well as right-of-use asset for all leases (with the exception of short-term leases) at the commencement date, throughout the year ended March 31, 2020, the Company has recognized additional lease amounted $31,301. Initial lease liabilities are measured at present value of the sum of remaining rental payments as of April 1, 2019, with discounted rate of 6.65% adopted from Malayan Banking (Maybank) Berhad’s base lending rate as a reference for discount rate, as this bank is the largest bank and national bank of Malaysia.

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:

 SCHEDULE OF OPERATING LEASE RIGHT-OF-USE AND LEASE LIABILITIES

As of March 31, 2022, operating lease right of use asset as follow:

 SCHEDULE OF OPERATING LEASE RIGHT OF USE ASSET

For the year ended March 31, 2022 and 2021, the amortization of the operating lease right of use asset amounted $63,412 and $63,659, respectively.

As of March 31, 2022, operating lease liability as follow:

 SCHEDULE OF OPERATING LEASE LIABILITY

Maturities of operating lease obligation as follow:

SCHEDULE OF MATURITIES OF OPERATING LEASE OBLIGATION 

Other information:

 SCHEDULE OF LEASE OTHER INFORMATION