VARIABLE INTEREST ENTITIES “VIE” ARRANGEMENTS | NOTE 3 - VARIABLE INTEREST ENTITIES “VIE” ARRANGEMENTS On May 15, 2021, King Eagle (China) entered into a series of contractual arrangements with King Eagle (Tianjin) and its shareholders. As a result of the contractual arrangements, the Company classified King Eagle (Tianjin) as a Variable Interest Entity “VIE.” King Eagle (Tianjin) was incorporated as a limited liability company in Tianjin Pilot Free Trade Zone in the People’s Republic of China on September 2, 2020, with a registered capital of approximately $ 1.5 10 45.5 10.5 6 6 6 6 5 10 5 The VIE Agreements are as follows: (1) Consulting Service Agreement (2) Business Operation Agreement (3) Proxy Agreement (4) Equity Disposal Agreement (5) Equity Pledge Agreement Consulting Service Agreement Pursuant to the terms of the Consulting Service Agreement dated May 15, 2021 between King Eagle (China) and King Eagle (Tianjin) (the “Consulting Service Agreement”), King Eagle (China) is the exclusive consulting service provider for King Eagle (Tianjin) to provide business-related software research and development services; design, installation, and testing services; network equipment support, upgrade, maintenance, monitoring, and problem-solving services; employee technical training services; technology development and sublicensing services; public relations services; market investigation, research, and consultation services; short to medium term marketing plan-making services; compliance consultation services; marketing events and membership related activities organizing services; intellectual property permits; equipment and rental services; and business-related management consulting services. Pursuant to the Consulting Service Agreement, the service fee is the remaining amount of King Eagle (Tianjin)’s profit before tax in the corresponding year after deducting King Eagle (Tianjin)’s losses, if any, in the previous year, the necessary costs, expenses, taxes, and fees incurred in the corresponding year, and the withdrawals of the statutory provident fund. King Eagle (Tianjin) agreed not to transfer its rights and obligations under the Consulting Service Agreement to any third party without prior written consent from King Eagle (China). In addition, King Eagle (China) may transfer its rights and obligations under the Consulting Service Agreement to King Eagle (China)’s affiliates without King Eagle (Tianjin)’s consent, but King Eagle (China) shall notify King Eagle (Tianjin) of such transfer. The Consulting Service Agreement is valid for a term of 10 years subject to any extension requested by King Eagle (China) unless terminated by King Eagle (China) unilaterally prior to the expiration. Business Operation Agreement Pursuant to the terms of the Business Operation Agreement dated May 15, 2021, among King Eagle (China), King Eagle (Tianjin) and the shareholders of King Eagle (Tianjin) (the “Business Operation Agreement”), King Eagle (Tianjin) has agreed to subject the operations and management of its business to the control of King Eagle (China). According to the Business Operation Agreement, King Eagle (Tianjin) is not allowed to conduct any transaction that has substantial impact upon its operations, assets, rights, obligations, and personnel without King Eagle (China)’s written approval. The shareholders of King Eagle (Tianjin) and King Eagle (Tianjin) will take King Eagle (China)’s advice on the appointment or dismissal of directors, employment of King Eagle (Tianjin)’s employees, regular operation, and financial management. The shareholders of King Eagle (Tianjin) have agreed to transfer any dividends, distributions, or any other profits that they receive as the shareholders of King Eagle (Tianjin) to King Eagle (China) without consideration. The Business Operation Agreement is valid for a term of 10 years or longer upon the request of King Eagle (China) prior to the expiration thereof. The Business Operation Agreement might be terminated earlier by King Eagle (China) with a 30-day written notice. Proxy Agreement Pursuant to the terms of the Proxy Agreement dated May 15, 2021 among King Eagle (China) and the shareholders of King Eagle (Tianjin) (the “Proxy Agreement”), the shareholders of King Eagle (Tianjin) have entrusted their voting rights as King Eagle (Tianjin)’s shareholders to King Eagle (China) for the longest duration permitted by PRC law. The Proxy Agreement can be terminated by mutual consent of the King Eagle (Tianjin) shareholders and King Eagle (China) or upon 30-day notice by King Eagle (China). Equity Disposal Agreement Pursuant to the terms of the Equity Disposal Agreement dated May 15, 2021 among King Eagle (China), King Eagle (Tianjin), and the shareholders of King Eagle (Tianjin) (the “Equity Disposal Agreement”), the shareholders of King Eagle (Tianjin) granted King Eagle (China) or its designees an irrevocable and exclusive purchase option (the “Option”) to purchase all or part of King Eagle (Tianjin)’s equity interests and/or assets at the lowest purchase price permitted by PRC laws and regulations. The Option is exercisable at any time at King Eagle (China)’s discretion in full or in part, to the extent permitted by PRC law. The shareholders of King Eagle (Tianjin) agreed to give King Eagle (Tianjin) the total amount of the exercise price as a gift, or other method, upon King Eagle (China)’s written consent to transfer the exercise price to King Eagle (Tianjin). The Equity Disposal Agreement is valid for a term of 10 years or longer upon the request of King Eagle (China). Equity Pledge Agreement Pursuant to the terms of the Equity Pledge Agreement dated May 15, 2021 among King Eagle (China) and the shareholders of King Eagle (Tianjin) (the “Pledge Agreement”), the shareholders of King Eagle (Tianjin) pledged all of their equity interests in King Eagle (Tianjin) to King Eagle (China), including the proceeds thereof, to guarantee King Eagle (Tianjin)’s performance of its obligations under the Business Operation Agreement, the Consulting Service Agreement, and the Equity Disposal Agreement (each, an “Agreement” and, collectively, the “Agreements”). If King Eagle (Tianjin) or its shareholders breach their respective contractual obligations under any Agreement, or cause to occur one of the events regarded as an event of default under any Agreement, King Eagle (China), as pledgee, will be entitled to certain rights, including the right to dispose of the pledged equity interest in King Eagle (Tianjin). During the term of the Pledge Agreement, the pledged equity interests cannot be transferred without King Eagle (China)’s prior written consent. The Pledge Agreement is valid until all the obligations due under the Agreements have been fulfilled. A VIE is an entity that has either a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support, or whose equity investors lack the characteristics of a controlling financial interest, such as through voting rights, right to receive the expected residual returns of the entity or obligation to absorb the expected losses of the entity. The variable interest holder, if any, that has a controlling financial interest in a VIE is deemed to be the primary beneficiary and must consolidate the VIE. King Eagle (China) is deemed to have a controlling financial interest and be the primary beneficiary of King Eagle (Tianjin) because it has both of the following characteristics: (1) The power to direct activities at King Eagle (Tianjin) that most significantly impact such entity’s economic performance, and (2) The obligation to absorb losses of, and the right to receive benefits from, King Eagle (Tianjin) that could potentially be significant to such entity. Pursuant to the Contractual Arrangements, King Eagle (Tianjin) pays service fees equal to all of its net profit after tax payments to King Eagle (China). At the same time, to King Eagle (China) is obligated to absorb all of their losses. The Contractual Arrangements are designed so that King Eagle (Tianjin) operates to the benefit of King Eagle (China) and ultimately the Company. Based on the foregoing VIE Agreements, King Eagle (China) has effective 100% full control of King Eagle (Tianjin), which enables King Eagle (China) to receive all of King Eagle (Tianjin)’s expected residual returns and absorb its expected losses. Accordingly, the Company consolidates the accounts of King Eagle (Tianjin) and its subsidiaries for the periods presented herein, in accordance with Accounting Standards Codification, or ASC 810-10, “Consolidation.” Accordingly, the accounts of King Eagle (Tianjin) are consolidated in the accompanying financial statements pursuant to ASC 810-10, “Consolidation.” In addition, the financial positions and results of operations of the Company’s subsidiaries are included in the Company’s financial statements. VIE Financial Information Set forth below is the condensed consolidated balance sheets information as of September 30, 2022 and 2021, condensed consolidated statements of operations and cash flows for the fiscal years ended September 30, 2022 and 2021, and showing financial information for the parent company Kun Peng International Limited, the non-VIE subsidiaries (as defined below) and VIE (as defined below), eliminating entries and consolidated information (in dollars). In the tables below, the column headings correspond to the following entities in the organizational diagram on page 9. For the purpose of this section: “Parent entity” refers to Kun Peng International Limited; “Non-VIE subsidiaries” refer to the following entities: ● Kun Peng International Holding Limited (“KP International Holding”) ● Kunpeng (China) Industrial Development Company Limited (“KP Industrial”) ● Kun Peng (Hong Kong) Industrial Development Limited (“KP (Hong Kong)”) ● King Eagle (China) Co., Ltd. (“King Eagle (China)”) ● Kun Peng Tian Yu Health Technology Co., Ltd. (“KP Tian Yu”) “VIE” refers to King Eagle (Tianjin) Technology Co., Ltd. (“King Eagle (Tianjin)”) and King Eagle (Beijing) Technology Co., Ltd (“King Eagle (Beijing)”) Condensed Consolidated Balance Sheet As of March 31, 2023 SCHEDULE OF VIE OF BALANCE SHEET Parent Non-VIE Subsidiaries Consolidated VIE Elimination Entries and Reclassification Entries Consolidated Cash and cash equivalent $ - $ 8,544 $ 50,928 $ - $ 59,472 Intercompany receivables-current - 181,076 2,145,222 (2,326,298 ) - Total Current Assets - 281,020 2,771,421 (2,326,298 ) 726,143 Intercompany receivables-noncurrent - 4 - (4 ) - Total Non-current Assets 34,160 643,544 39,808 (34,164 ) 683,348 Total assets 34,160 924,564 2,811,229 (2,360,462 ) 1,409,491 Intercompany payables 701,425 1,686,694 - (2,388,119 ) - Total current liabilities 719,425 2,104,693 5,768,842 (2,404,443 ) 6,188,517 Total noncurrent liabilities - 126,914 - - 126,914 Total Liabilities 719,425 2,231,607 5,768,842 (2,404,443 ) 6,315,431 Total Shareholders’ Equity (685,265 ) (1,184,905 ) (2,798,797 ) 43,981 (4,624,986 ) Non-controlling interests - (122,138 ) (158,816 ) - (280,954 ) Total equity (685,265 ) (1,307,043 ) (2,957,613 ) 43,981 (4,905,940 ) Intercompany receivables from non-VIE entities and intercompany payables to VIE represented the loan to non-VIE entities for working capital purpose. As of September 30, 2022 Parent Non-VIE Subsidiaries Consolidated VIE Elimination Entries and Reclassification Entries Consolidated Cash and cash equivalent $ - $ 11,595 $ 255,536 $ - $ 267,131 Intercompany receivables-current - 179,211 1,684,751 (1,863,962 ) - Total Current Assets - 250,665 2,530,776 (1,863,962 ) 917,479 Intercompany receivables-noncurrent - 4 - (4 ) - Total Non-current Assets 34,160 755,369 107,774 (34,164 ) 863,139 Total assets 34,160 1,006,034 2,638,550 (1,898,126 ) 1,780,618 Intercompany payables 451,763 1,445,393 - (1,897,156 ) - Total current liabilities 515,763 1,941,639 4,611,831 (1,897,156 ) 5,172,077 Total noncurrent liabilities - 242,100 22,024 - 264,124 Total Liabilities 515,763 2,183,739 4,633,855 (1,897,156 ) 5,436,201 Total Shareholders’ Equity (481,603 ) (1,055,567 ) (1,836,489 ) (970 ) (3,374,629 ) Non-controlling interest - (122,138 ) (158,816 ) - (280,954 ) Total equity (481,603 ) (1,177,705 ) (1,995,305 ) (970 ) (3,655,583 ) Intercompany receivables from non-VIE entities and intercompany payables to VIE represented the loan to non-VIE entities for working capital purpose. Condensed Consolidated Statements of Operations Data SCHEDULE OF VIE DATA OF OPERATION Parent Only Non-VIE Subsidiaries Consolidated VIE Eliminating Consolidated For the six months ended March 31, 2023 Parent Only Non-VIE Subsidiaries Consolidated VIE Eliminating Consolidated Revenue $ - $ - $ 771,069 $ - $ 771,069 Intercompany revenue - 519,296 123,613 (642,909 ) - Cost of revenue and related tax - 1,006 180,218 - 181,224 Intercompany cost of revenue and related tax - - 123,614 (123,614 ) - Gross profit - 518,290 590,850 (519,295 ) 589,845 Total operating expenses 203,662 604,733 1,762,420 (519,295 ) 2,051,520 Intercompany operating expenses - - 519,295 (519,295 ) - Loss from operations (203,662 ) (86,443 ) (1,171,570 ) - (1,461,675 ) Other income - 439 108,902 - 109,341 Loss before income taxes (203,662 ) (86,004 ) (1,062,668 ) - (1,352,334 ) Income tax expense - - - - - Net loss (203,662 ) (86,004 ) (1,062,668 ) - (1,352,334 ) Parent Only Non-VIE Subsidiaries Consolidated VIE Eliminating Consolidated For the six months ended March 31, 2022 Parent Only Non-VIE Subsidiaries Consolidated VIE Eliminating Consolidated Revenue $ - $ - $ 6,688,172 $ - $ 6,688,172 Intercompany revenue - 599,636 - (599,636 ) - Cost of revenue and related tax - 3,111 1,043,563 - 1,046,674 Gross profit - 596,525 5,644,609 (599,636 ) 5,641,498 Total operating expenses 101,266 907,682 5,542,570 (599,636 ) 5,951,882 Intercompany operating expenses - - 599,636 (599,636 ) - Loss from operations (101,266 ) (311,157 ) 102,039 - (310,384 ) Other income (expense) - 7,136 26,429 - 33,565 (Loss) income before income taxes (101,266 ) (304,021 ) 128,468 - (276,819 ) Income tax expense - - - - - Net (loss) income (101,266 ) (304,021 ) 128,468 - (276,819 ) Condensed Consolidation Schedule of Cash Flows SCHEDULE OF VIE DATA OF CASH FLOWS Parent Only Non-VIE VIE Eliminating Consolidated For the six months ended March 31, 2023 Parent Only Non-VIE VIE Eliminating Consolidated Net loss $ (203,662 ) (86,004 ) (1,062,668 ) - (1,352,334 ) Intercompany receivables - - (393,337 ) 393,337 - Intercompany payables 249,662 191,242 - (440,904 ) - Net cash provided by (used in) operating activities - (13,013 ) (402,741 ) (47,567 ) (463,322 ) - Net cash used in investing activities - (606 ) - - (606 ) Effect of exchange rate fluctuation on cash - 10,568 11,781 47,567 69,917 Parent Only Non-VIE VIE Eliminating Consolidated For the six months ended March 31, 2022 Parent Only Non-VIE VIE Eliminating Consolidated Net loss $ (101,266 ) $ (304,021 ) $ 128,468 $ - $ (276,819 ) Intercompany receivables - (35,291 ) (531,344 ) 566,635 - Intercompany payables 169,266 397,186 - (566,452 ) - Net cash provided by (used in) operating activities - (95,799 ) (826,132 ) 183 (921,748 ) - Net cash used in investing activities - (7,487 ) - - (7,487 ) Effect of exchange rate fluctuation on cash - 1,595 28,261 (183 ) 29,673 The Company consolidated its VIE as of March 31, 2023 and September 30, 2022. The carrying amounts and classification of the VIE’s assets and liabilities included in the consolidated balance sheets are as follows: SCHEDULE OF VIE ASSETS AND LIABILITIES INCLUDED IN THE CONSOLIDATED BALANCE SHEETS March 31, 2023 September 30, 2022 (Audited) Assets Current assets Cash and cash equivalents $ 50,928 $ 255,536 Trade receivable-internal company 1,569,763 1,499,226 Advance and prepayments 175,010 214,188 Other receivables 72,636 60,109 Other receivable-internal company 575,459 185,525 Amount due from a related party 327,625 316,192 Total current assets 2,771,421 2,530,776 Noncurrent assets Right-of-use assets 39,808 107,774 Total noncurrent assets 39,808 107,774 Total assets 2,811,229 2,638,550 Liabilities Current liabilities Trade payables 1,470,081 764,418 Other payables and accrual 816,851 489,003 Deferred revenue 2,986,441 2,960,357 Payroll payable 15,433 4,312 Tax payable 163,689 41,345 Amounts due to related parties 278,991 267,006 Operating lease obligations-current portion 37,356 85,390 Total current liabilities 5,768,842 4,611,831 Noncurrent liabilities Operating lease obligations-net of current portion - 22,024 Total noncurrent liabilities - 22,024 Total liabilities 5,768,842 4,633,855 Commitment and contingencies Equity Additional paid-in capital 189,295 - Accumulated deficits (3,075,421 ) (1,998,652 ) Accumulated other comprehensive income 87,329 162,163 Total stockholders’ equity (2,798,797 ) (1,836,489 ) Non-controlling interests (158,816 ) (158,816 ) Total equity (2,957,613 ) (1,995,305 ) Total liabilities and equity $ 2,811,229 $ 2,638,550 The operating results of the VIE were as follows: 2023 2022 2023 2022 For the three months ended March 31, For the six months ended March 31, 2023 2022 2023 2022 Revenue, net $ 442,564 $ 2,018,764 $ 894,682 $ 6,688,172 Cost of revenue (195,294 ) (336,885 ) (303,832 ) (1,043,563 ) Gross profit 247,270 1,681,879 590,850 5,644,609 Operating expenses General and administrative expenses 213,464 56,310 314,465 124,791 Selling expense 563,755 1,961,386 1,447,955 5,417,779 Total operating expenses 777,219 2,017,696 1,762,420 5,542,570 (Loss) income from operations (529,949 ) (335,817 ) (1,171,570 ) 102,039 Other (expenses) income: Interest income 43 144 84 1,655 Other income 108,818 7,251 108,818 24,774 Total other income, net 108,861 7,395 108,902 26,429 (Loss) profit before income taxes (421,088 ) (328,422 ) (1,062,668 ) 128,468 Income tax expense - - - - Net (loss) profit (421,088 ) (328,422 ) (1,062,668 ) 128,468 Less: Net (loss) profit attributable to non-controlling interest - (26,274 ) - 10,277 Net (loss) profit attributable to Kun Peng International Ltd (421,088 ) (302,148 ) (1,062,668 ) 118,191 The cash flows of the VIE were as follows: 2023 2022 For the six months ended March 31, 2023 2022 Cash flows from operating activities Net (loss) profit $ (1,062,668 ) $ 128,468 Adjustments to reconcile net loss to net cash provided by (used in) operating activities Amortization of right-of-use assets 67,813 55,139 Changes in operating assets and liabilities Advance and prepayments 46,193 (314,902 ) Other receivables (10,192 ) (56,495 ) Other receivables-internal companies (393,337 ) (531,344 ) Amount due from a related party - 353,121 Trade payable 667,479 77,165 Other payables and accrual 305,342 (642,736 ) Deferred revenue (79,706 ) (372,786 ) Payroll payable 10,795 (10,182 ) Amounts due to related parties 2,294 612,077 Tax payable 118,970 (68,516 ) Lease liabilities (75,724 ) (55,141 ) Net cash used in operating activities (402,741 ) (826,132 ) Cash flows from financing activities Capital contribution 186,352 - Net cash provided by financing activities 186,352 - Effect of exchange rate changes on cash 11,781 28,261 Net decrease in cash and cash equivalents (204,608 ) (797,871 ) Cash and cash equivalents, beginning balance 255,536 1,938,642 Cash and cash equivalents, ending balance $ 50,928 $ 1,140,771 |