See accompanying notes to consolidated financial statements

SYNERGY EMPIRE LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSCHANGES IN STOCKHOLDERS’ EQUITY

FOR SIXTHE THREE MONTHS ENDED SEPTMEBERJUNE 30, 20222023 AND 20212022

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

See accompanying notes to consolidated financial statements

SYNERGY EMPIRE LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THREE MONTHS ENDED JUNE 30, 2023 AND 2022

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

See accompanying notes to the unaudited condensed consolidated financial statements.

SYNERGY EMPIRE LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIXTHREE MONTHS ENDED SEPTEMBERJUNE 30, 20222023 AND 20212022

(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 and Synergy Empire HK,HK.

On July 29, 2022, the Company approved the resignation of Mr. Leong Will Liam concurrently with the appointment of Mr. Vicknesya Naayaker A/L Punosamy as the director of Lucky Star andF&B Sdn. Bhd.

On July 29, 2022, the Company approved the resignation of Mr. Leong Will Liam concurrently with the appointment of Mr. Praveen A/L Ravichandran as the director of SH Dessert.Dessert Sdn. Bhd.

The Company, through its wholly owned subsidiaries, produce and distribute high quality dessert through Lucky Star and operate two restaurants through SH Dessert. Details of the Company’s subsidiaries:

SCHEDULE OF COMPANY'S SUBSIDIARIES

On October 31, 2022, the Company terminated all the tenancy agreements before the due date of the agreements.

On November 30, 2022, the Company has entered into a lease agreement with a third party, Sweet Bakery & Dessert Café Sdn Bhd to lease their assets to the third party. The leasing period is commencing from January 1, 2023 to December 31, 2023. The Company did not cease its business operation nor sell the operating assets. The Company is looking for a new strategic location to continue their business while leasing out their assets to the third party.

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 $53,92053,557, if the aforementioned banks fail.

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

Intangible Asset

Intangible assets are stated at cost, with amortization provided using the straight-line method over the following periods:

SCHEDULE OF AMORTIZATION PERIOD OF INTANGIBLE ASSET

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 factsfacts..

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 MalaysiaMalaysian Ringgits (“MYR”) and United States Dollars (“US$”), which is the respective functional currency as being the primary currency of the economic environment in which the entity operates.

In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income.

Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates for the respective periods:

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, tradeaccount receivable, deposits and other receivables, amount due to related partiesaccount payable and accrued expenses and other payablespayable 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 SeptemberJune 30, 20222023 and 2021,2022, the Company did not have any nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements, at least annually, on a recurring basis, nor did the Company have any assets or liabilities measured at fair value on a non-recurring basis.

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 SeptemberJune 30, 2022,2023, the Company have threeno operating lease of which lease liability is initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease.

In determining the present value of the unpaid lease payments, ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As most of the Company leases do not provide an implicit rate, the Company uses its incremental borrowing rate as the discount rate for the lease. The Company incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments.

Accounts Receivable

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable. The Company extends credit to its customers in the normal course of business and generally does not require collateral. The Company’s credit terms are dependent upon the segment, and the customer. The Company assesses the probability of collection from each customer at the outset of the arrangement based on a number of factors, including the customer’s payment history and its current creditworthiness. If in management’s judgment collection is not probable, the Company does not record revenue until the uncertainty is removed.

Management performs ongoing credit evaluations, and the Company maintains an allowance for potential credit losses based upon its loss history and its aging analysis. The allowance for doubtful accounts is the Company’s best estimate of the amount of credit losses in existing accounts receivable. Management reviews the allowance for doubtful accounts each reporting period based on a detailed analysis of trade receivables. In the analysis, management primarily considers the age of the customer’s receivable, and also considers the creditworthiness of the customer, the economic conditions of the customer’s industry, general economic conditions and trends, and the business relationship and history with its customers, among other factors. If any of these factors change, the Company may also change its original estimates, which could impact the level of the Company’s future allowance for doubtful accounts. If judgments regarding the collectability of receivables were incorrect, adjustments to the allowance may be required, which would reduce profitability.

Accounts receivable are recognized and carried at the original invoice amount less an allowance for any uncollectible amounts. An estimate for doubtful accounts receivable is made when collection of the full amount is no longer probable. Bad debts are written off as identified. For the quarter ended June 30, 2023, the Company makes an allowance for expected credit loss of $7,859.

Recently Issued Accounting Standards

RecentIn June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. In November 2019, the FASB issued ASU 2019-10 highlighted the adoption timeline. For smaller reporting entities, Topic 326 is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years, of which is effective for the Company on April 1, 2023. An analysis of receivables, including credit losses, was conducted during the first quarter of fiscal 2023. The Company does not anticipate that the adoption of the new guidance will have a material impact on our consolidated financial statements.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

3. GOING CONCERN UNCERTAINTIES

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Companycompany having accumulated deficit of $1,903,6372,181,020 and $1,599,5312,134,207 as of SeptemberJune 30, 20222023 and March 31, 2022,2023 respectively.

For the sixthree months ended SeptemberJune 30, 20222023 and 2021,2022, the Company suffered from a net loss of $304,10646,813 and $220,587143,597 respectively.

For the six months ended September 30, 2022 and 2021, the Company recorded operating cash outflows of $272,888 and $286,703 in operating activities respectively.

Furthermore, the Company recorded a negative working capital of $1,333,7671,345,640 and $1,188,8191,384,526 as of as of SeptemberJune 30, 20222023 and March 31, 20222023 respectively.

The Company’s cash position is not sufficient to support the Company’s daily operations. While the Company believes in the viability of its strategy and in its ability to raise additional funds, there can be no assurances to that effect. The Company’s ability to continue as a going concern is dependent upon its ability to improve profitability and the ability to acquire financial support from its shareholder.

These and other factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that financial statements are issued. These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result in the Company not being able to continue as a going concern.

4. ACCOUNTS RECEIVABLE, NET

SCHEDULE OF ACCOUNTS RECEIVABLE NET

4.5. PREPAID EXPENSES AND DEPOSITS

SCHEDULE OF PREPAID EXPENSES AND DEPOSITS

The rental deposits represent the deposit of the tenancy agreements.

Other deposits consist of deposit of copy machine, coffee machine and security deposits.

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

5. INVENTORIESOther receivables consist of overpayment to supplier.

SCHEDULE OF INVENTORIES

6. PLANT AND EQUIPMENT

SCHEDULE OF PLANT AND EQUIPMENT 

For the sixthree months ended SeptemberJune 30, 2023, the Company does not invest in plant and equipment.

For the three months ended June 30, 2022, the Company has invested $11,26410,076 in kitchen equipment and $132 in office equipment respectively.

For the six months ended September 30, 2021, the Company has invested $6,135 in kitchen equipment, $8,434 in renovations and $17,090134 in office equipment respectively.

Depreciation expenses for sixthe three months ended SeptemberJune 30, 20222023 and 20212022 amounted to $31,8461,992 and $38,99116,157 respectively.

7. ACCRUED EXPENSES AND OTHER PAYABLES

SCHEDULE OF ACCRUED EXPENSES AND OTHER PAYABLES

Accrued expenses consist of accrued salary utilities bills, and professional fee.

Other payable consist of outstanding marketing expenses, payables to suppliers loan from third party and sales and service tax payable.

Deposit received consist of deposit from lease agreement.

8. AMOUNT DUE TO A DIRECTOR

As of March 31, 2022,2023, the Company has an outstanding loan payable to Mr. Leong Will Liam amounted $1,066,422. Of which including an amount due to Synergy Empire HK, amounted $24,822.

For the six months ended September 30, 2022, Mr. Leong Will Liam has further advanced $224,091 to the Company for working capital purpose.

As of September 30, 2022, the Company has an outstanding loan payable to Mr. Leong Will Liam amounted $1,209,8271,325,308, of which including an amount due to Synergy Empire HK, amounted $24,822. For the three months ended June 30, 2023, Mr. Leong Will Liam has further advanced $15,050 to the Company for working capital purpose.

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

SCHEDULE OF AMOUNT DUE TO DIRECTORSA DIRECTOR

9. BANK BORROWING

On January 25, 2017, Lucky Star F&B Sdn. Bhd., a wholly owned subsidiary of the Company has acquired a business loan from Standard Chartered Saadiq Berhad, a bank incorporated in Malaysia, amounted to MYR342,834 (approximately $83,972) at annual interest rate of 6.00% accrued 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 by the Company.

The outstanding balance of business loan as of SeptemberJune 30 and March 31, 20222023 can be summarized as follow:

SUMMARY OF OUTSTANDING BALANCE OF BUSINESS LOANS

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.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 sixthree months ended SeptemberJune 30, 2022,2023, the Company repaid $7,8464,134 in bank borrowings.

For the sixthree months ended SeptemberJune 30, 2021,2022, the Company repaid $7,5903,938 in bank borrowings.

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

SCHEDULE OF MATURITIES OF LOAN

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

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

For the six months ended September 30, 2022 and 2021, the amortization of the operating lease right of use asset amounted $29,839 and $32,423, respectively.

Maturities of operating lease obligation as follow:

SCHEDULE OF MATURITIES OF OPERATING LEASE OBLIGATION

Other information: 

SCHEDULE OF LEASE OTHER INFORMATION

11.10. CONCENTRATION OF RISK

(a) Major Customers

For the three and six months ended SeptemberJune 30, 2023, there was one customer who accounted for 100% of the Company’s revenues with significant outstanding receivables.

For the three months ended June 30, 2022, and 2021, there was no customer who accounted for 10% or more of the Company’s revenues nor with significant outstanding receivables.

(b) Major Suppliers

For the three and six months ended SeptemberJune 30, 20222023 and 2021,2022, there was no supplier who accounted for 10% or more of the Company’s purchases nor with significant outstanding payables.

12.11. INCOME TAXES

The loss before income taxes of the Company for the sixthree months ended SeptemberJune 30, 20222023 and 20212022 were comprised of the following:

SCHEDULE OF INCOME (LOSS) BEFORE INCOME TAXES

Provision for income taxes consisted of the following:

SUMMARY OF PROVISION FOR INCOME TAX

The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. During the periods presented, the Company has a number of subsidiaries that operates in different countries and is subject to tax in the jurisdictions in which its subsidiaries operate, as follows:

United States of America

The Tax Act reduces the U.S. statutory corporate tax rate from 35% to 21% for our tax years beginning in 2018. The Company is registered in the State of Nevada and is subject to United States of America tax law. As of SeptemberJune 30, 2022,2023, the operations in the United States of America incurred $276,786331,658 of cumulative net operating losses (NOL’s) which can be carried forward to offset future taxable income. The NOL carry forwards begin to expire in 20422043, if unutilized. The Company has provided for a full valuation allowance of approximately $58,12569,648 against the deferred tax assets on the expected future tax benefits from the net operating loss carry forwards as the management believes it is more likely than not that these assets will not be realized in the future.

Malaysia

Lucky Star F&B Sdn. Bhd. and SH Desserts Sdn. Bhd. are subject to the Malaysia Corporate Tax Laws at a two-tier corporate income tax rate based on amount of paid-up capital. The 20222023 tax rate for company with paid-up capital of MYR 2,500,000 (approximately $539,200535,573) or less and that are not part of a group containing a company exceeding this capitalization threshold is 17% on the first MYR 600,000 (approximately $129,408)$128,537) taxable profit with the remaining balance being taxed at 24%..

For the sixthree months ended SeptemberJune 30, 2022,2023, Lucky Star F&B Sdn. Bhd. andBhd.and SH Desserts Sdn. Bhd. incurred a loss of $133,8401,483 and $84,4011,476 respectively, which can be carried forward for seven years to offset its taxable income.

As of SeptemberJune 30, 2022,2023, the operations in Malaysia generated $1,623,2551,844,318 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss can be carried forward for seven years. The Company has provided for a full valuation allowance against the deferred tax assets of $275,953313,534 on the expected future tax benefits from the net operating loss carry forwards as the management believes it is more likely than not that these assets will not be realized in the future.

The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of SeptemberJune 30 2022 and March 31, 2022:
2023:

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

Management believes that it is more likely than not that the deferred tax assets will not be fully realizable in the future. Accordingly, the Company provided for a full valuation allowance against its deferred tax assets of $334,078383,182 as of SeptemberJune 30, 2022.2023. For sixthree months ended SeptemberJune 30, 2022,2023, the valuation allowance increased by $55,1189,712, primarily relating to the loss incurred by the Company, Lucky Star F&B Sdn. Bhd. and SH Desserts Sdn.Shd. Bhd.

13.12. STOCKHOLDERS’ EQUITY

On October 17, 2018, the founder of the Company, Mr. Leong Will Liam purchased 900,000 shares of restricted common stock of the Company at $0.03 per share for the Company’s initial working capital. Each share was with a par value of $0.0001. All proceeds received are used for the Company’s working capital.

On January 21, 2019, CBA Capital Holdings Sdn. Bhd. waived an interest-free loan of $257,183 in Lucky Star F&B Sdn. Bhd., our wholly own subsidiary, as contribution and recorded in additional paid in capital. CBA Capital Holdings Sdn. Bhd. is wholly owned by our Director, Mr. Leong Will Liam.

On December 30, 2020, the Company resolved to close the offering from the registration statement on Form S-1/A, dated February 25, 2020, that had been declared effective by the Securities and Exchange Commission on March 10, 2020. The Offering resulting in 100,000 shares of common stock being sold at $5.00 per share for a total of $500,000. The proceed of $500,000 will become the capital for our expansion, pursuant to the use of proceed stated in the aforementioned Form S-1/A.

As of March 31, 2021, the Company have an issued and outstanding share of common stock of 1,000,000 with an authorized share of common stock of 450,000,000 with a par value of $0.0001. In addition, the Company have an authorized share of preference stock of 50,000,000 with a par value of $0.0001, however no share of preference stock was issued and outstanding as of March 31, 2021.

During the year ended March 31, 2022, the Company reduce authorized share capital for both common stock of 450,000,000 to 5,000,000 and preferred stock of 50,000,000 to 500,000, while par value remains the same for both common and preferred stock. As of SeptemberJune 30, 2022,2023, the Company have an issued and outstanding share of common stock of 1,000,000 while no preferred share was issued and outstanding.

14.13. FOREIGN CURRENCY EXCHANGE RATE

The Company cannot guarantee that the current exchange rate will remain stable, therefore there is a possibility that the Company could post the same amount of income for two comparable periods and because of the fluctuating exchange rate post higher or lower income depending on exchange rate converted into US$ at the end of the financial year. The exchange rate could fluctuate depending on changes in political and economic environments without notice.

15.14. SEGMENT REPORTING

ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. The Company has singletwo reportable segmentsegments based on business unit, food and beverage business and singleasset leasing business and three reportable segmentsegments based on country, United States, Marshall and Malaysia.

In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes.

SCHEDULE OF SEGMENT REPORTING INFORMATION BY BUSINESS UNIT

SCHEDULE OF SEGMENT REPORTING INFORMATION BY COUNTRY