UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

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

 

For The Quarterly Period Ended March 31,June 30, 2023

 

or

 

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

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 333-264963

 

catTHIS HOLDINGS CORP.

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

 

Nevada61-1990019

(State or other jurisdiction of

of incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

A-9-3, Northpoint Office, Mid Valley City, Lingkaran Syed Putra,

59200, Kuala Lumpur, Malaysia.

(

Address of principal executive offices, including zip code)code

 

+(60)3 - 9775 6029

Registrant’s phone number, including area code +60397756029

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each classTrading Symbol(s)Name on each exchange on which registered
N/AN/AN/A

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

YESYesNONo

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve12 months (or for such shorter period that the registrant was required to submit and post such files).

 

YES ☐ NOYes 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, or an emerging growth company. See the definitions of “large accelerated filer,”filer”, “accelerated filer”, “smaller reporting company” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer ☐ Accelerated Filer ☐ Non-accelerated Filer ☒ Smaller reporting company

Emerging growth company

Large Accelerated Filer Accelerated Filer Non-accelerated FilerSmaller reporting company
Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2Rule12b-2 of the Exchange Act).

 

Yes ☐ No

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

 

Indicate by check mark whether the registrant has fledfiled all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

 

Yes ☐ No

APPLICABLE ONLY TO CORPORATE ISSUERS:N/A

 

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

 

ClassOutstanding at March 31,August 22, 2023
Common Stock, $.0001$0.0001 par value 126,737,500

 

 

 

TABLE OF CONTENTS

 

  Page
PART IFINANCIAL INFORMATION
 
ITEM 1.UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:F-1
 Condensed Consolidated Balance Sheets as of March 31,June 30, 2023 (unaudited) and December 31, 2022 (audited)F-1
Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended June 30, 2023 and 2022 (unaudited)F-2
 Condensed Consolidated Statements of Operations and Comprehensive LossesChanges in Stockholders’ Equity for the Three and Six Months Ended March 31,June 30, 2023 (unaudited) and March 31, 2022 (unaudited)F-3
 Condensed Consolidated Statements of Changes in EquityCash Flows for the ThreeSix Months Ended March 31,June 30, 2023 (unaudited) and March 31, 2022 (unaudited)F-4
 Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2023 and March 31, 2022 (unaudited)F-5
Notes to the Unaudited Condensed Consolidated Financial Statements for the Three months Ended March 31, 2023 and March 31, 2022 (unaudited)F-6 - F-15F-5
ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS3-43
ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK56
ITEM 4.CONTROLS AND PROCEDURES5
PART IIOTHER INFORMATION
ITEM 1LEGAL PROCEEDINGS5
ITEM 2UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS5
ITEM 3DEFAULTS UPON SENIOR SECURITIES5
ITEM 4MINE SAFETY DISCLOSURES6
ITEM 5OTHER INFORMATION6
ITEM 6EXHIBITS6
 SIGNATURES7

2

PART I FINANCIAL INFORMATION

ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:

CATTHIS HOLDINGS CORP.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Page
Unaudited Condensed Consolidated Financial StatementsPART IIOTHER INFORMATION 
  
Condensed Consolidated Balance Sheets as of March 31, 2023 (unaudited) and December 31, 2022 (audited)F-2
Condensed Consolidated Statements of Operations and Comprehensive Losses for the Three Months Ended March 31, 2023 (unaudited) and March 31, 2022 (unaudited)ITEM 1F-3LEGAL PROCEEDINGS7
Condensed Consolidated Statements of Changes in Equity for the Three Months Ended March 31, 2023 (unaudited) and March 31, 2022 (unaudited)ITEM 2F-4UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS7
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2023 (unaudited) and March 31, 2022 (unaudited)ITEM 3F-5DEFAULTS UPON SENIOR SECURITIES7
Notes to the Condensed Consolidated Financial Statements for the Three Months Ended March 31, 2023 and March 31, 2022 (unaudited)ITEM 4F-6 - F-15MINE SAFETY DISCLOSURES7
ITEM 5OTHER INFORMATION7
ITEM 6EXHIBITS7
SIGNATURES8

 

F-12

PART I — FINANCIAL INFORMATION

 

Item 1. Financial statements

CATTHIS HOLDINGS CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF MARCHJUNE 30, 2023 (unaudited) and DECEMBER 31, 2022 (audited)

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

  As of
June 30,
2023
  As of
December 31,
2022
 
   (Unaudited)   (Audited) 
ASSETS        
CURRENT ASSETS        
Cash and cash equivalents  7,770   5,850 
Trade receivables, net $34,225  $78,337 
Deposits, prepayments and other receivables  8,190   8,337 
TOTAL CURRENT ASSETS $50,185  $92,524 
         
NON-CURRENT ASSETS        
Right of use assets, net  7,161   16,426 
Equipment, net  35,355   42,493 
Intangible assets, net  7,575   9,245 
TOTAL NON-CURRENT ASSETS  50,091   68,164 
         
TOTAL ASSETS $100,276  $160,688 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
CURRENT LIABILITIES        
Other payables and accrual liabilities  36,326   41,240 
Trade payables $15,103  $12,599 
Amount due to director  90   95 
Lease liabilities, current portion  7,429   17,049 
TOTAL CURRENT LIABILITIES  58,948   70,983 
         
TOTAL LIABILITIES $58,948  $70,983 
         
STOCKHOLDERS’ EQUITY        
Stockholders’ equity        
Common Shares, par value $0.0001; 600,000,000 shares authorized 126,737,500 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively  12,674   12,674 
Additional paid-in capital  703,648   703,648 
Foreign exchange translation adjustment  (17,656)  (14,636)
Accumulated deficit  (657,338)  (611,981)
TOTAL STOCKHOLDERS’ EQUITY $41,328  $89,705 
         
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $100,276  $160,688 

See accompanying notes to the unaudited condensed consolidated financial statements.

F-1

CATTHIS HOLDINGS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND DECEMBER 31, 2022 (UNAUDITED)

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

 

  

March 31,

2023

  

December 31,

2022

 
  As of  As of 
  

March 31,

2023

  

December 31,

2022

 
  Unaudited  Audited 
ASSETS        
NON-CURRENT ASSETS        
Intangible asset  8,636   9,245 
Plant and equipment, net  39,981   42,493 
Lease asset – right of use  12,044   16,426 
Total Non-Current Assets  60,661   68,164 
         
CURRENT ASSETS        
Trade receivables  47,338   78,337 
Deposits , prepayments and other receivables  8,671   8,337 
Cash and cash equivalents  8,166   5,850 
Total Current Assets $64,175  $92,524 
         
TOTAL ASSETS  124,836   160,688 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
CURRENT LIABILITIES        
Trade payable  1,894   12,599 
Other payables and accrued liabilities  46,550   41,240 
Amount due to director  95   95 
Lease liabilities, short term  12,497   17,049 
Total Current Liabilities $61,036  $70,983 
         
TOTAL LIABILITIES $61,036  $70,983 
         
STOCKHOLDERS’ EQUITY        
Common Shares, par value $0.0001; 600,000,000 shares authorized, 126,737,500 shares issued and outstanding as of March 31, 2023 and December 31, 2022 $12,674  $12,674 
Additional paid in capital  703,648   703,648 
Foreign exchange translation adjustment  (14,477)  (14,636)
Accumulated deficit  (638,045)  (611,981)
TOTAL STOCKHOLDERS’ EQUITY $63,800  $89,705 
         
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $124,836  $160,688 
  2023  2022  2023  2022 
  Three months ended June 30,  Six months ended June 30, 
  2023  2022  2023  2022 
REVENUE $32,746  $68,956  $66,869  $93,283 
                 
COST OF REVENUE  (26,197)  (18,423)  (54,675)  (35,202)
                 
GROSS PROFIT $6,549  $50,533  $12,194  $58,081 
                 
OTHER INCOME  120   6,796   317   7,911 
                 
SELLING AND DISTRIBUTION EXPENSES  (2,214)  (19,052)  (4,866)  (21,473)
GENERAL AND ADMINISTRATIVE EXPENSES  (16,280)  (172,750)  (37,750)  (288,009)
OTHER OPERATING EXPENSE  (7,468)  (10,304)  (15,252)  (18,424)
                 
LOSS BEFORE INCOME TAX  (19,293)  (144,777)  (45,357)  (261,914)
                 
INCOME TAX EXPENSES  -   -   -   - 
                 
NET LOSS  (19,293)  (144,777)  (45,357)  (261,914)
OTHER COMPREHENSIVE INCOME/(LOSS):                
- Foreign currency translation income/(loss)  (3,179)  (11,493)  (3,020)  (13,916)
                 
TOTAL COMPREHENSIVE LOSS  (22,472)  (156,270)  (48,377)  (275,830)
                 
NET LOSS PER SHARE, BASIC AND DILUTED  (0.0002)  (0.0011)  (0.0004)  (0.0021)
                 
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED  126,737,500   126,737,500   126,737,500   126,737,500 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

F-2

 

CATTHIS HOLDINGS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSSESCHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED MARCH 31,JUNE 30, 2023 AND MARCH 31, 2022 (unaudited)

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

(Unaudited)

  2023  2022 
  

For the three
months ended

March 31, 2023

  

For the three
months ended
March 31, 2022

 
  (Unaudited)  (Unaudited) 
       
REVENUE $34,123  $24,327 
         
COST OF REVENUE $(28,478) $(16,779)
         
GROSS PROFIT $5,645  $7,548 
         
OTHER INCOME $197  $1,115 
         
SELLING AND DISTRIBUTION EXPENSES  (2,652)  (2,421)
GENERAL AND ADMINISTRATIVE EXPENSES  (21,470)  (115,258)
OTHER OPERATING EXPENSES $(7,784) $(8,120)
         
LOSS BEFORE INCOME TAX $(26,064) $(117,136)
         
INCOME TAX PROVISION $-  $- 
         
NET LOSS $(26,064) $(117,136)
         
OTHER COMPREHENSIVE LOSS        
-Foreign currency translation $159  $(2,423)
         
TOTAL COMPREHENSIVE LOSS $(25,905) $(119,559)
         
Net loss per share, basic and diluted: $(0.0002) $(0.0009)
         
Weighted average number of common shares outstanding – Basic and diluted  126,737,500   126,737,500 
  Shares  Amount  Capital  ADJUSTMENT  loss  EQUITY 
  Common Stock             
        FOREIGN       
  NUMBER     Additional  EXCHANGE  Accumulated  Total 
  OF     Paid-in  TRANSLATION  comprehensive  STOCKHOLDERS 
  Shares  Amount  Capital  ADJUSTMENT  loss  EQUITY 
Balance as of December 31, 2021  126,737,500  $12,674  $703,648  $6,550  $(312,597) $410,275 
Net loss for the period  -   -   -   -   (117,137)  (117,137)
Foreign currency translation  -   -   -   (2,423)  -   (2,423)
Balance as of March 31, 2022  126,737,500  $12,674  $703,648  $4,127  $(429,734) $290,715 
Net loss for the period  -   -   -   -   (144,777)  (144,777)
Foreign currency translation  -   -   -   (11,493)  -   (11,493)
Balance as of June 30, 2022  126,737,500  $12,674  $703,648  $(7,366) $(574,511) $134,445 

 

  Common Stock     FOREIGN       
  NUMBER     Additional  EXCHANGE  Accumulated  Total 
  OF     Paid-in  TRANSLATION  comprehensive  STOCKHOLDERS 
  Shares  Amount  Capital  ADJUSTMENT  loss  EQUITY 
Balance as of December 31, 2022  126,737,500  $12,674  $703,648  $(14,636) $(611,981) $89,705 
Net loss for the period  -   -   -   -   (26,064)  (26,064)
Foreign currency translation  -   -   -   159   -   159 
Balance as of March 31, 2023  126,737,500  $12,674  $703,648   (14,477)  (638,045) $63,800 
Net loss for the period  -   -   -   -   (19,293)  (19,293)
Foreign currency translation  -   -   -   (3,179)  -   (3,179)
Balance as of June 30, 2023  126,737,500  $12,674  $703,648   (17,656)  (657,338)  41,328 

See accompanying notes to condensed consolidated financial statements.statements

 

F-3

 

CATTHIS HOLDINGS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITYCASH FLOWS

FOR THE THREESIX MONTHS ENDED MARCH 31,JUNE 30, 2023 and MARCH 31,AND 2022 (unaudited)

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

(Unaudited)

  Number of
shares
  Amount  

PAID-IN

CAPITAL

  TRANSLATION ADJUSTMENT  ACCUMULATED
LOSSES
  

TOTAL

EQUITY

 

 

 

Three Months Ended March 31, 2023 (Unaudited)

 
  COMMON STOCK  ADDITIONAL  FOREIGN EXCHANGE       
  Number of
shares
  Amount  

PAID-IN

CAPITAL

  TRANSLATION ADJUSTMENT  ACCUMULATED
LOSSES
  

TOTAL

EQUITY

 
Balance as of December 31, 2022  126,737,500  $12,674  $703,648   (14,636) $(611,981) $89,705 
Foreign exchange translation adjustment  -   -   -   159   -   159 
Net loss  -   -   -   -   (26,064)  (26,064)
Balance as of March 31, 2023  126,737,500  $12,674  $703,648   (14,477) $(638,045) $63,800 

 

 

Three Months Ended March 31, 2022 (Unaudited)

 
  COMMON STOCK  ADDITIONAL  FOREIGN EXCHANGE       
  Number of
shares
  Amount  

PAID-IN

CAPITAL

  TRANSLATION ADJUSTMENT  

ACCUMULATED

LOSSES

  TOTAL
EQUITY
 
Balance as of December 31, 2021  126,737,500  $12,674  $703,648   6,550  $(312,597) $410,275 
Balance  126,737,500  $12,674  $703,648   6,550  $(312,597) $410,275 
Foreign exchange translation adjustment  -   -   -   (2,423)  -   (2,423)
Net loss  -   -   -   -   (117,136)  (117,136)
Balance as of March 31, 2022  126,737,500  $12,674  $703,648   4,127  $(429,733) $290,716 
Balance  126,737,500  $12,674  $703,648   4,127  $(429,733) $290,716 
  2023  2022 
  For the Six Months Ended,
June 30
 
  2023  2022 
  (Unaudited)  (Unaudited) 
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net loss $(45,357) $(261,914)
Adjustments to reconcile net loss to net cash used in operating activities        
Depreciation and amortization expenses  14,925   17,469 
         
Changes in operating assets and liabilities:        
Trade receivables  39,834   (45,397)
Deposits, prepayments and other receivables  (308)  1,649 
Operating lease liabilities  (8,689)  (10,478)
Trade payables  3,192   14,754 
Other payables and accrued liabilities  (2,663)  (11,317)
Net cash flows used in operating activities $934  $(295,234)
         
CASH FLOWS FROM INVESTING ACTIVITIES:        
Purchase of equipment  -   (3,496)
Net cash flows used in investing activities $-  $(3,496)
         
Effect of exchange rate changes $986  $(10,614)
         
Net changes in cash and cash equivalents  1,920   (309,344)
Cash and cash equivalents, beginning of year  5,850   345,678 
         
CASH AND CASH EQUIVALENTS, END OF YEAR $7,770  $36,334 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

F-4

 

CATTHIS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF CASH FLOWS

FOR THE THREESIX MONTHS ENDED MARCH 31,JUNE 30, 2023 AND MARCH 31, 2022 (unaudited)

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

(Unaudited)

  

For the three

months ended

March 31, 2023

  

For the three

months ended

March 31, 2022

 
  (Unaudited)  (Unaudited) 
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net loss  (26,064)  (117,136)
         
Adjustment to reconcile net loss to net cash used in operating activities:        
Depreciation expenses and amortization  7,587   7,667 
         
Changes in operating assets and liabilities:        
Trade receivables  30,999   (24,262)
Deposits, prepayments and other receivables  (334)  314 
Operating lease liabilities  (4,581)  (4,199)
Trade payables  (10,705)  - 
Other payables and accrued liabilities  5,310   (9,066)
Net cash provided by / (used in) operating activities $2,212   (146,682)
         
CASH FLOWS FROM INVESTING ACTIVITY        
Purchase of property, plant and equipment  -   (3,496)
Net cash used in investing activity $-   (3,496)
         
Effect of foreign exchange translation $104   (2,002)
         
Net increase / (decrease) in cash and cash equivalents $2,316   (152,180)
Cash and cash equivalents, beginning of period $5,850   345,678 
CASH AND CASH EQUIVALENTS, END OF YEAR/PERIOD $8,166   193,498 

See accompanying notes to condensed consolidated financial statements.

F-5

CATTHIS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND MARCH 31, 2022

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

(UNAUDITED)

 

1. DESCRIPTION OFORGANIZATION AND BUSINESS AND ORGANIZATIONBACKGROUND

 

catTHIS Holdings Corp. was incorporated on January 4, 2021 under the laws of the state of Nevada.

 

The Company, through its subsidiary, engagedengages in providing digital marketing services.service.

 

On June 25, 2021 the Company acquired 100%100% of the equity interests in catTHIS Holdings Corp. (herein referred as the “Malaysia Company”), a private limited company incorporated in Labuan, Malaysia.

 

Details of the Company’s subsidiary:subsidiaries:

 

SCHEDULE OF COMPANY’S SUBSIDIARY

Company name

Place/date of

incorporation

Particulars of

issued capital

Principal activities
No. Company Name Domicile and Date of
Incorporation
 Particulars of Issued
Capital
Principal Activities
1.1catTHIS Holdings CorpCorp.. Labuan, January 26, 2021 100 sharesShare of ordinary share ofOrdinary Share, US$1 each Digital marketing service provider

 

For purposes of consolidated financial statement presentation, catTHIS Holdings Corp. and its subsidiary areis hereinafter referred to as the “Company”.

F-5

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentationPresentation

 

The consolidated financial statements for catTHIS Holdings Corp. and its subsidiaries (‘the Company’)subsidiary for the threesix months ended March 31,June 30, 2023 are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts of catTHIS Holdings Corp. and its wholly owned subsidiary, catTHIS Holdings Corp.subsidiary. The Company has adopted December 31 as its fiscal year end.

 

Basis of consolidationConsolidation

 

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

F-6

 

CATTHIS HOLDINGS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND MARCH 31, 2022

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

(UNAUDITED)

Use of estimatesEstimates

 

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

 

Intangible assets, net

 

The Company follows ASC 360 in accounting for intangible assets, which requires impairment losses to be recorded when indicators of impairment are present and the undiscounted cash flows estimated to be generated by the assets are less than the assets’ carrying amounts. For the period ended March 31,June 30, 2023 the Company determined there were no indicators of impairment of intangible assets.

 

The amortization is provided on straight line method so as to write off the amortization amount of the respective classes of intangible assets as follows:

 

SCHEDULE OF AMORTIZATION OF INTANGIBLE ASSETS

Asset CategoriesRate %Amortization Periods
Software and applications
Intangible asset20%5 years

 

F-6

Property, plant and equipmentEquipment, net

 

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

SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY, PLANT AND EQUIPMENT

Asset CategoriesEstimated useful lifeDepreciation ratePeriods
Office equipment10 years10%
Photography and videography equipment5 years20%

 

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

Lease

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

 

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

 

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

F-7

 

CATTHIS HOLDINGS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND MARCH 31, 2022

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

(UNAUDITED)

Cash and cash equivalents

 

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

Revenue recognition

The Company follows the guidance of ASC 606, “Revenue from Contracts”. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.

Revenue is measured at the fair value of the consideration received or receivable, net of discounts and taxes applicable to the revenue. The Company derives its revenue from provision of digital marketing services to customers.

 

F-7

Income taxestax expense

 

Income taxes are determined in accordance with the provisions of ASC Topic 740, Income Taxes“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 periodsyears 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 disclosedisclosed 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.

 

Going Concernconcern

 

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. As reflected in the accompanying financial statements, for the period ended March 31,June 30, 2023, the Company suffered net loss of $26,06445,357 and accumulated deficit of $638,045657,338. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

The Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support from its shareholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.

 

F-8

CATTHIS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND MARCH 31, 2022

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

(UNAUDITED)

Net loss per share

 

The Company calculates net income/(loss)loss per share in accordance with ASC Topic 260, “Earnings“Earnings per Share.” Basic loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

 

F-8

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 statements of operations.

The reporting currency of the Company is United States Dollars (“US$”). The Company’s subsidiary in Labuan maintains its books and record in United States Dollars (“US$”) respectively, and Ringgits Malaysia (“MYR”) is 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 subsidiary whose functional currency is not the 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 year. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.

 

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

 

SCHEDULE OF FOREIGN EXCHANGE RATES

  

As of and for the three months ended

March 31, 2023

  As of and for the three months ended March 31, 2022 
       
Period-end RM : US$1 exchange rate  4.4090   4.2040 
Period-average RM : US$1 exchange rate  4.3959   4.1929 
  2023  2022 
MYR : US$1 exchange rate, as of June 30, 2023 4.6679   4.4055 
MYR : US$1 exchange rate, for six months ended June 30, 2023 4.4883   4.3506 

 

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, prepayment,trade receivable, deposits accounts payable and accruedother receivables, amount due to related parties, trade payables, other payables and accrual liabilities 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: 3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

 

As of June 30, 2023 and 2022, the Company did not have any nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements, at least annually, on a recurring basis, nor did the Company have any assets or liabilities measured at fair value on a non-recurring basis.

F-9

Recently Adopted Accounting Standards

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

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

 

Recently Issued Accounting StandardStandards

 

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

F-9

CATTHIS HOLDINGS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND MARCH 31, 2022

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

(UNAUDITED)

 

3. COMMON STOCKGOING CONCERN UNCERTAINTIES

 

As of March 31, 2023 and December 31, 2022,The accompanying financial statements have been prepared assuming that the Company has an issuedwill continue as a going concern. The Company incurred a loss of $45,357 for the six months ended June 30, 2023 resulting in accumulated deficit of $657,338.

The Company’s cash position may not be significant enough to support the Company’s daily operations. While the Company believes in the viability of its strategy and outstanding common sharein 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 funding through public offering. If funding from public offering is insufficient, then the Company shall rely on the financial support from its controlling 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 126,737,500assets or the amounts and 126,737,500 respectively.classification of liabilities that may result in the Company not being able to continue as a going concern.

 

4. CASH AND CASH EQUIVALENTSTRADE RECEIVABLE

As of March 31, 2023 and December 31, 2022, the Company recorded cash and cash equivalents of $8,166SCHEDULE OF ACCOUNTS RECEIVABLE and $5,850 which consists of cash on hand and bank balances.

  As of
June 30, 2023
  

As of

December 31, 2022

 
Trade receivable $34,225  $78,337 
Allowance for expected credit loss  -   - 
Trade receivable, net $34,225  $78,337 

 

5. TRADE RECEIVABLEEQUIPMENT

Trade receivable consisted of the following as of March 31, 2023 and December 31, 2022.

SCHEDULE OF ACCOUNTS RECEIVABLE

  As of
March 31, 2023
(Unaudited)
  

As of

December 31, 2022
(Audited)

 
Trade receivable $47,338  $78,337 
Total Trade receivable $47,338  $78,337 

The income generated was a result of branding and marketing service fees paid by corporate clients which include catalogue management services, video production and live streaming services via green-screen studio production.

6. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment as of March 31, 2023 and December 31, 2022 are summarized below:

SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT

  As of
June 30, 2023
  As of December 31, 2022 
Office equipment, cost  6,362   6,729 
Photography & videography equipment, cost  44,988   47,587 
Total equipment  51,350   54,316 
Accumulated depreciation  (15,995)  (11,823)
Total equipment, net $35,355  $42,493 

  

As of

March 31, 2023 (Unaudited)

  

As of

December 31, 2022 (Audited)

 
Cost $57,375   57,375 
Accumulated depreciation  (14,518)  (11,961)
Foreign exchange translation  (2,876)  (2,921)
Balance as at March 31, 2023, December 31, 2022 $39,981   42,493 

This officeOffice equipment include, but are not strictly limited to, preparing the interior of the office space for the Company’s use, improving functionality, and purchasing new office equipment.

For the periodsix months ended March 31,June, 2023 and 2022, the depreciation of the property, plantequipment amounted $5,010 and equipment was $2,5575,225.

F-10

CATTHIS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND MARCH 31, 2022

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

(UNAUDITED)

 

7.6. INTANGIBLE ASSETS

SCHEDULE OF INTANGIBLE ASSETS

  

As of

March 31, 2023 (Unaudited)  

  

As of

December 31, 2022 (Audited)

 
Cost $13,027   13,027 
Accumulated amortization  (3,747)  (3,128)
Foreign exchange translation  (644)  (654)
Balance as at March 31, 2023, December 31, 2022 $8,636   9,245 
  As of
June 30, 2023
  As of December 31, 2022 
Software and applications, cost  11,654   12,327 
Accumulated amortization  (4,079)  (3,082)
Software and applications, net $7,575  $9,245 

For the yearsix months ended December 31,June, 2023 and 2022, the amortization of the intangible assets wasamounted $6191,212 and $1,273.

F-10

 

8. 7. LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES

 

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.

 

As of March 31, 2023 and December 31, 2022, operating lease right of use asset as follow:

SCHEDULE OF OPERATING LEASE RIGHT OF USE ASSET

  

As of

March 31, 2023

(Unaudited)

  

As of

December 31, 2022

(Audited)

 
Initial recognition as of December 1, 2021 $36,362  $36,362 
Initial recognition $36,362  $36,362 
Accumulated amortization  (22,250)  (17,839)
Foreign exchange translation loss  (2,068)  (2,910)
Balance $12,044  $16,426 

For the period ended March 31, 2023, the amortization of the operating lease right of use asset is $4,411.

As of March 31, 2023 and December 31, 2022 operating lease liability as follow:

SCHEDULE OF OPERATINGAND LEASE LIABILITY

  

As of

March 31, 2023

(Unaudited)

  

As of

December 31, 2022

(Audited)

 
Balance as of January 1, 2023 and January 1, 2022 $17,049   35,359 
Balance $17,049   35,359 
Less: gross repayment  (4,607)  (17,839)
Add: imputed interest  862   1,381 
Foreign exchange translation loss  (807)  (1,852)
Balance as of March 31, 2023 and December 31, 2022 $12,497   17,049 
Balance $12,497   17,049 
Less: lease liability current portion  12,497   17,049 
Lease liability non-current portion $-   - 

F-11

     
Right-Of-Use Assets    
Balance as of December 31, 2022 $16,426 
Amortization for the six months ended June, 2023  (8,703)
Adjustment for foreign currency translation difference  (562)
Balance as of June 30, 2023  7,161 
     
Lease Liability    
Balance as of December 31, 2022 $17,049 
Add: imputed interest  321 
Less: gross repayment  (9,358)
Adjustment for foreign currency translation difference  (583)
Balance as of June 30, 2023  7,429 
     
Lease liability current portion  7,429 
Lease liability non-current portion $- 

 

CATTHIS HOLDINGS CORP.

8. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND MARCH 31, 2022

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

(UNAUDITED)

9. DEPOSITS, PREPAYMENTS AND OTHER RECEIVABLES

Deposits, prepayments and other receivables consisted of the following as of March 31, 2023 and December 31, 2022.

SCHEDULE OF OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS

 As of
March 31, 2023
(Unaudited)
  

As of

December 31, 2022
(Audited)

  As of
June 30, 2023
 As of
December 31, 2022
 
Prepayment $327  $-  $309  $- 
Deposits  8,344   8,337   7,881   8,337 
Total deposits, prepayments and other receivables $8,671  $8,337  $8,190  $8,337 

Deposits includes rental and utility deposit and car park deposits, while prepayment consist solely of car park rental prepayment.

 

10.9. TRADE PAYABLE

Trade payable consisted of the following as of March 31, 2023 and December 31, 2022.

SCHEDULE OF ACCOUNTS PAYABLES

  As of
March 31, 2023
(Unaudited)
  

As of

December 31, 2022
(Audited)

 
Trade payable $1,894  $12,599 
Total Trade payable $1,894  $12,599 

11. OTHER PAYABLES AND ACCRUEDACCURED LIABILITIES

 

Other payables and accrued liabilities consisted of the following as at March 31, 2023 and December 31, 2022.

SCHEDULE OF OTHER PAYABLES AND ACCRUED LIABILITIES

 As of
March 31, 2023
(Unaudited)
  

As of

December 31, 2022
(Audited)

  As of
June 30, 2023
 As of
December 31, 2022
 
Accruals  3,685   20,280  $13,699  $20,280 
Other payables  42,865   20,960   22,627   20,960 
Total other payables and accrued liabilities $46,550  $41,240 
Total other payable and accrued liabilities  36,326   41,240 

Other payables consist primarily of outstanding audit fee and marketing expenses while accruals consist primarily of outstanding salary and subcontractor fee.

F-12

 

CATTHIS HOLDINGS CORP.

10. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND MARCH 31, 2022

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

(UNAUDITED)

12. AMOUNT DUE TO A DIRECTOR

 

Amount due to a director consist solely of paid-up capital of subsidiary paid by director on behalf of the following as of March 31, 2023, and December 31, 2022.Company.

SCHEDULE OF AMOUNT DUE TO DIRECTORS

         
  

As of

March 31, 2023

(Unaudited)

  

As of

December 31, 2022

(Audited)

 
Amount due to director $100  $100 
Foreign exchange translation  (5)  (5)
Total amount due to director $95  $95 

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

 

13. 11. INCOME TAXES

 

For the period ended March 31, 2023 and March 31, 2022, the local (United States) and foreign components ofThe loss before income taxes of the Company for the six months ended June 30, 2023 and 2022 were comprised of the following:

 

SCHEDULE OF LOCAL AND FOREIGN COMPONENTS OF LOSS BEFORE INCOME TAXES

  Three months ended
March 31, 2023
(Unaudited)
  Three months ended
March 31, 2022
(Unaudited)
 
       
Tax jurisdictions from:        
- Local $(3,360) $(4,188)
- Foreign, representing        
Labuan  (22,704)  (112,948)
         
Loss before income tax $(26,064) $(117,136)
  2023  2022 
  For the six months ended
June 30
 
  2023  2022 
Tax jurisdictions from:        
– Local $(10,229) $(165,359)
         
– Foreign, representing:        
Labuan  (35,128)  (96,555)
Loss before income taxes $(45,357) $(261,914)

F-11

 

The provision

Provision for income taxes consisted of the following:

SCHEDULE OF PROVISION OF INCOME TAXES

Three months ended
March 31, 2023
(Unaudited)
Three months ended
March 31, 2022
(Unaudited)
Current:
- Local$-$-
- Foreign--
Deferred:
-Local--
-Foreign--
Income tax expense$-$-
   2023   2022 
   For the six months ended
June 30
 
   2023   2022 
Current:        
–Local $-  $- 
–Foreign:  -   - 
Deferred:        
–Local  -   - 
–Foreign  -   - 
Income tax expense $-  $- 

 

The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. TheDuring the periods presented, the Company has a number of subsidiaries that operateoperates in various countries: United States, Labuan that aredifferent countries and is subject to taxestax in the jurisdictions in which theyits subsidiaries operate, as follows:

 

United States of America

 

The Company is registered in the State of Nevada and is subject to the tax laws of the United States of America. As of March 31, 2023, the operations in the United States of America incurred $308,415 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carry forwards begin to expire in 2042,2043, if unutilized. The Company has provided for a full valuation allowance of $64,767 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.

F-13

CATTHIS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND MARCH 31, 2022

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

(UNAUDITED)

 

LabuanMalaysia

 

Under the current laws of the Labuan, catTHIS Holdings Corp. is governed under the Labuan Business Activity Act, 1990. The tax charge for such company is based on 3% of net audited profit.

F-12

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

SCHEDULE OF DEFERRED TAX ASSETS

Three months ended
March 31, 2023
(Unaudited)
Three months ended
March 31, 2022
(Unaudited)
Deferred tax assets:
Net operating loss carry forwards
-United States of America$-$-
-Labuan--
--
Deferred tax assets, gross$-$-
Less: valuation allowance--
Deferred tax assets$-$-

14. RELATED PARTY TRANSACTIONS

There were Metaverse development costs amounting to $

   As of     As of   
   June 30, 2023   December 31, 2022 
Deferred tax assets:        
         
Cumulative tax credit from operating loss carryforwards      
– United States of America $61,192  $59,210 
– Labuan  9,410   8,777 
Deferred tax assets , gross      
Less: valuation allowance  (70,602)  (67,987)
Deferred tax assets $-  $- 

9,099 charged by related party, Resource 21 Sdn Bhd during the period ended March 31, 2023.

 

15.12. COMMITMENTS AND CONTINGENCIESCONCENTRATION OF RISK

As of March 31, 2023, the Company has no commitments or contingencies involved.

16. CONCENTRATIONS OF RISK

The Company is exposed to the following concentration of risk:

(a) Major customerscustomer

 

For the three months ended March 31,June 30, 2023, and 2022 for the customerscustomer who accounted for 10% or more of the Company’s revenues and its accounts receivable balance at year/period-end are presented as follows:

SCHEDULE OF CONCENTRATION OF RISK

 2023  2022  2023  2022  2023  2022 
 Revenues  Percentage of
revenues
  Trade receivable  2023  2022  2023  2022  2023  2022 
              Revenue Percentage of revenue Trade receivable 
Customer A $34,123  $24,327   100%  100% $47,338  $24,262   32,746   68,956   100%  100%  34,225   45,397 
Total $34,123  $24,327   100%  100% $47,338  $24,262   32,746   68,956   100%  100%  34,255   45,397 

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

 

  2023  2022  2023  2022  2023  2022 
  Revenue  Percentage of revenue  Trade receivable 
Customer A  66,869   93,283   100%  100%  34,225   45,397 
Total  66,869   93,283   100%  100%  34,255   45,397 

(b) Major supplierssupplier

 

For the three months ended March 31,June 30, 2023, and 2022 for the supplier who accounted for 10% or more of the Company’s purchasescost of revenue and its outstandingaccounts payable balance at year-endperiod-end are presented as follows:

  2023  2022  2023  2022  2023  2022 
  Cost of sales  Percentage of cost of revenue  Trade payable 
Supplier A  26,197   18,423   100%  100%  15,103   14,754 
Total  26,197   18,423   100%  100%  15,103   14,754 

 

For the six months ended June 30, 2023, and 2022 for the supplier who accounted for 10% or more of the Company’s cost of revenue and its accounts payable balance at period-end are presented as follows:

  2023  2022  2023  2022  2023  2022 
  Cost of Sales  Percentage of
Cost of Sales
  Trade Payable 
Supplier A $27,298  $16,433   96%  98% $1,894  $- 
  $27,298  $16,433   96%  98% $1,894  $- 

  2023  2022  2023  2022  2023  2022 
  Cost of sales  Percentage of cost of revenue  Trade payable 
Supplier A  53,495   35,202   98%  100%  15,103   14,754 
Total  53,495   35,202   98%  100%  15,103   14,754 

(c) Credit risk

 

Financial instruments that are potentially subject to credit risk consist principally of accounts receivable. The Company believes the concentration of credit risk in its accounttrade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.

 

(d) Exchange rate risk

 

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 actually post higher or lower income depending on exchange rate of RM converted to US$USD on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.

F-14

CATTHIS HOLDINGS CORP.

13. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND MARCH 31, 2022

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

(UNAUDITED)

17. SEGMENT INFORMATIONREPORTING

 

ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes.

 

F-13

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

SCHEDULE OF INTER SEGMENT INFORMATION

By Business Segment:

  Digital Catalogue Management Service  Total 
  Six Months Ended June 30, 2023 
  Digital Catalogue Management Service  Total 
Revenue $66,869  $66,869 
Cost of revenue  (54,675)  (54,675)
Gross profit $12,194  $12,194 
Selling, general and administrative expenses and other income  (57,551)  (57,551)
Net loss $(45,357) $(45,357)
         
Total assets $100,276   100,276 

  Digital Catalogue Management Service  Total 
  Six Months Ended June 30, 2022 
  Digital Catalogue Management Service  Total 
Revenue $93,283  $93,283 
Cost of revenue  (35,202)  (35,202)
Gross profit $58,081  $58,081 
Selling, general and administrative expenses and other income  (319,995)  (319,995)
Loss from operation $(261,914) $(261,914)
         
Total assets $184,797   184,797 

By Geography:

 

             
  For the three months ended March 31, 2023 
  United State (Nevada)  Malaysia
(Labuan)
  Total 
          
Revenues $-  $34,123  $34,123 
Other income and gains  -   197   197 
Cost of revenues  -   (28,478)  (28,478)
Administrative expenses  (3,360)  (18,110)  (21,470)
Other operating expenses  -   (7,784)  (7,784)
Selling and distribution expenses  -   (2,652)  (2,652)
Net loss  (3,360)  (22,704)  (26,064)
             
Total assets $-  $124,836  $124,836 
  United State (Nevada)  Malaysia (Labuan)  Total 
  Six Months Ended June 30, 2023 
  United State (Nevada)  Malaysia (Labuan)  Total 
Revenue $-  $66,869  $66,869 
Cost of revenue  -   (54,675)  (54,675)
Gross profit $-  $12,194  $12,194 
Selling, general and administrative expenses and other income  (10,229)  (47,322)  (57,551)
Loss from operation $(10,229) $(35,128) $(45,357)
             
Total assets $-   100,276   100,276 

 

             
 For the three months ended March 31, 2022 
  United State (Nevada)  Malaysia (Labuan)  Total 
          
Revenues $-  $24,327  $24,327 
Other income and gains  -   1,115   1,115 
Cost of revenues  -   (16,779)  (16,779)
Administrative expenses  (4,188)  (111,070)  (115,258)
Other operating expenses  -   (8,120)  (8,120)
Selling and distribution expenses  -   (2,421)  (2,421)
Net loss  (4,188)  (112,948)  (117,136)
             
Total assets $-  $326,035  $326,035 
  United State (Nevada)  Malaysia (Labuan)  Total 
  Six Months Ended June 30, 2022 
  United State (Nevada)  Malaysia (Labuan)  Total 
Revenue $-  $93,283  $93,283 
Cost of revenue  -   (35,202)  (35,202)
Gross profit $-  $58,081  $58,081 
Selling, general and administrative expenses and other income  (165,359)  (154,636)  (319,995)
Loss from operation $(165,359) $(96,555) $(261,914)
             
Total assets $-   184,797   184,797 

18. 14. SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events that occurred after March 31, 2023 up through the date of May 15, 2023, the Company issued audited consolidated financial statements inIn accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. During this period, there was no subsequent eventissued, the Company has evaluated all events or transactions that required recognition or disclosure.occurred after June 30, 2023 up through the date the Company presented these audited financial statements.

 

F-15F-14

 

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

 

The information contained in this quarter report on Form 10-Q is intended to update the information contained in our Form 10-K, dated April 14, 2023, for the period ended December 31, 2022 and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our consolidated financial statements and the notes to the consolidated financial statements included elsewhere in this Form 10-Q.

The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guarantees of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Form 10-K in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this transition report on Form 10-Q. The following should also be read in conjunction with the unaudited Condensed Consolidated Financial Statements and notes thereto that appear elsewhere in this report.

 

Company Overview

 

catTHIS Holdings Corp., was incorporated in the State of Nevada on January 4, 2021 and it operates through its wholly owned subsidiary, catTHIS Holdings Corp., a Company organized in Labuan, Malaysia. The Nevada and, Malaysia corporations share the same exact business plan.

 

We are an online platform that provides digital catalogue management service to retailers. Our app “catTHIS” enables users to save PDF catalogues and organize them in a customized way. Users can download the mobile app from Google Play (https://play.google.com/store/apps/details?id=com.incredibleqr.mycatthis.production) or App Store (https://apps.apple.com/us/app/catthis/id1211749794), or access our web-based digital catalogue management system via https://catthis.com/.

We are a startup early-stage company that intend to provide digital marketing services through technology. Its leading mobile application “catTHIS” is a digital catalogue management platform that allows users to upload and share PDF catalogues anywhere and from any devices for free. This environmental-friendly service would significantly bring down the number of physical printed catalogues, newspaper advertisement, magazines and other printed materials. The key feature of this digital catalogue management platform is its engagement metrics, which are extremely useful for users to understand how well its catalogue is reaching their audience.

3

Results of OperationOperations

 

For the three months ended March 31, 2023Revenue, cost of revenue and gross profit

 

RevenuesFor six months ended June 30, 2023 and 2022, the Company has generated revenue of $66,869 and $93,283.

 

For three months ended March 31,June 30, 2023 and 2022, the Company has generated revenue of $34,123. $32,746 and $68,956.

The revenue generated was the result of branding and marketing service fees paid by corporate clients which include catalogue management services, video production and live streaming services via green-screen studio.

3

 

CostFor the six months ended June 30, 2023 and 2022, the Company has incurred cost of Revenuerevenue of $54,675 and Gross Profit$35,502.

 

For the three months ended March 31,June 30, 2023 and 2022, the Company has incurred cost of revenue of $26,197 and $18,423.

Cost of revenue incurred arise in providing marketing service fees paid by corporate clients which include catalogue management services, video production and live streaming services via green-screen studio is $28,478 and generate a gross profit of $5,645.studio.

 

Selling and distribution, general and administrative and other operating expenses

For the threeAs a result, for six months ended March 31,June 30, 2023 we had selling and distribution, general2022, the Company has generated gross profit of $12,194 and administrative and other operating expenses in the amount of $31,906, which was primarily comprised of company subcontractor, rental, and upkeep of office expenses.$58,081.

 

While for three months ended June 30, 2023 and 2022, the Company has generated gross profit of $6,549 and $50,533.

Selling, Distribution and General and Administrative Expenses

For the six months ended June 30, 2023 and 2022, the Company incurred selling and distribution expenses amounted $4,866 and $21,473.

For three months ended June 30, 2023 and 2022, the Company incurred selling and distribution expenses amounted $2,214 and $19,052.

Selling and distribution expenses primarily consist of advertisement, event, marketing fee, travelling expenses and website maintenance.

For the six months ended June 30, 2023 and 2022, the Company incurred general and administrative expenses amounted $37,750 and $288,009.

For three months ended June 30, 2023 and 2022, the Company incurred general and administrative expenses amounted $16,280 and $172,750.

General and administrative expenses primarily consist of subcontractor fee, secretary fee, utility and rental expenses. Significant decrease general and administrative expenses were due to a one off payment made for consultation purpose for OTC Market quotation in year 2022.

For the six months ended June 30, 2023 and 2022, the Company incurred other expenses amounted $15,252 and $18,424.

For three months ended June 30, 2023 and 2022, the Company incurred other expenses amounted $7,468 and $10,304.

Other expenses consist of depreciation of equipment, right of use assets and software and application amortization.

Net Loss

For the six months ended June 30, 2023 and 2022, the Company has incurred a net loss of $45,357 and $261,914 respectively.

 

For the three months ended March 31,June 30, 2023 and 2022, the Company has incurred a net loss of $26,064. The loss is mainly derived from the selling, general$19,293 and administrative expenses.$144,777 respectively.

4

 

Liquidity and Capital Resources

 

As of March 31, 2023, we had cash and cash equivalents of $8,166.

We depend substantially on financing activities to provide us with the liquidity and capital resources we need to meet our working capital requirements and to expand our business in connection with ongoing operations. For the three months ended March 31, 2023, we have met these requirements primarily from previous sales of our common stock.

Cash Used In Operating Activities

 

For the threesix months ended March 31,June 30, 2023, net cash generatethe Company has generated $934 in operating activities was $2,212, which were the resultprimarily caused by depreciation and amortization expense, increase in trade payable and decrease in trade receivable contra by net loss from operating, increase in deposits, prepayments and other receivable, decrease in other payable and repayment of our growth of revenue.lease liability.

 

Credit FacilitiesFor the six months ended June 30, 2022, the Company has used $295,234 in operating activities primarily caused by net loss from operating, increase in trade receivable, repayment of lease liability and other payables and accrued liabilities contra by depreciation and amortization expenses and increase in trade payables.

 

We do not have any credit facilities or other access to bank credit.Cash Used In Investing Activities

No investing activities has occurred for the six months ended June 30, 2023.

For the six months ended June 30, 2022, the Company has invested $3,496 in investing activity for the acquisition of office equipment.

 

Off-balance Sheet Arrangements

 

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of March 31,June 30, 2023.

 

Recently Adopted Accounting Standards

In June 2016, the FASB issued Accounting Standards Update No.2016-13, Financial Instruments – Credit Losses (Topics 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. In November 2019, the FASB issued ASU 2019-10 highlighted the adoption timeline. For smaller reporting entities, Topic 326 is effective for annual periods beginning after December 15, 2022, including interim period within those fiscal years, of which is effective for the Company on January 1, 2023.

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

Recently Issued Accounting StandardContractual Obligations

 

TheAs of June 30, 2023, the Company reviews new accounting standards as issued. Management has not identified any other new standards that is believes will have a significant impact on the Company’s financial statements.

no contractual obligations involved.

 

45

 

ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

 

ITEM 4 CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures:

 

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of March 31,June 30, 2023. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31,June 30, 2023, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

 

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of March 31,June 30, 2023, our disclosure controls and procedures were not effective: (i)(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; and (ii)(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.guidelines; and (4) lack of internal audit function due to the fact that the Company lacks qualified resources to perform the internal audit functions properly and that the scope and effectiveness of the internal audit function are yet to be developed.

 

Changes in Internal Control overOver Financial Reporting:

 

There were no changes in our internal control over financial reporting during the quarter ended March 31,June 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

6

 

PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We know of no materials, activeFrom time to time, we may become party to litigation or pendingother legal proceedings against us, northat we consider to be a part of the ordinary course of our business. We are wenot currently involved asin legal proceedings that could reasonably be expected to have a plaintiffmaterial adverse effect on our business, prospects, financial condition or results of operations. We may become involved in any material proceedings or pending litigation. There are nolegal proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest adverse to us.the future.

 

Item 1A. Risk Factors.Factors

 

We areAs a smaller“smaller reporting companycompany” as defined by Rule 12b-2Item 10 of Regulation S-K, the Securities Exchange Act of 1934 and areCompany is not required to provide the information underrequired by this item.Item.

 

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

 

(a) None.

(b) None.

(c) None.

 

Item 3. Defaults Upon Senior Securities

 

None(a) None.

 

(b) None.

5

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

ITEMItem 6. Exhibits

 

Exhibit No.Description
31.1 Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer*officer and principal financial officer
   
32.1 Section 1350 Certification of principal executive officer *and principal financial officer
   
101.INS101..INS Inline XBRL Instance Document*Document
   
101.SCH Inline XBRL Taxonomy Extension Schema Document*Document
   
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document*Document
   
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document*Document
   
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document*Document
   
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document*Document
104Cover Page Interactive Data File (formatted as Inlineinline XBRL and contained in Exhibit 101)

 

* Filed herewith.

67

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.

 

 catTHIS Holdings Corp.
 (Name of Registrant)
  
Date: August 24, 2023 
Date: May 19, 2023  
 By:/s/ Yeo Choon Pin
Name:Yeo Choon Pin
 Title:Chief Executive Officer, Director

 

78