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) Technology Co., Ltd. (“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 10 6 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 certain Exclusive Consulting Service Agreement dated May 15, 2021, between King Eagle (China) and King Eagle (Tianjin) (the “ Consulting Service Agreement Business Operation Agreement Pursuant to the terms of certain Business Operation Agreement dated on May 15, 2021, among King Eagle (China), King Eagle (Tianjin)and the shareholders of King Eagle (Tianjin) (the “ Business Operation Agreement Proxy Agreement Pursuant to the terms of the Proxy Agreement dated on May 15, 2021, among King Eagle (China), and the shareholders of King Eagle (Tianjin) (the “ Proxy Agreement Equity Disposal Agreement Pursuant to the terms of the Equity Disposal Agreement dated on May 15, 2021, among King Eagle (China), King Eagle (Tianjin), and the shareholders of King Eagle (Tianjin) (the “ Equity Disposal Agreement Equity Pledge Agreement Pursuant to the terms of certain Equity Pledge Agreement dated on May 15, 2021, among King Eagle (China) and the shareholders of King Eagle (Tianjin) (the “ Pledge Agreement Agreement Agreements 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 voting rights and the right to receive the expected residual returns of the entity or the 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 the activities of King Eagle (Tianjin) that most significantly impact such entity’s economic performance, and (2) The obligation to absorb losses of, or the right to receive benefits from, King Eagle (Tianjin) that could potentially be significant to such entity. King Eagle (Tianjin) established three subsidiaries, King Eagle (Beijing) Technology Co., Ltd, King Eagle (Huai’an) Health Management Co., Ltd. and Kun Zhi Jian (Huai’an) Technology Co., Ltd . Pursuant to the Contractual Arrangements, the shareholders of King Eagle (Tianjin) have agreed to transfer any dividends, distributions or any other profits that they receive to King Eagle (China). King Eagle (Tianjin) pays service fees equal to all of its net profit after tax to King Eagle (China). The Contractual Arrangements are designed so that King Eagle (Tianjin) operates for the benefit of King Eagle (China) and ultimately the Company. Moreover, King Eagle (Tianijn) has agreed to subject the operations and management of its business to the full control under King Eagle (China) and King Eagle (Tianjin) will take King Eagle (China)’s advice on the appointment of dismissal of directors and employment, regular operation and financial management. 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) and its subsidiaries are consolidated in the accompanying financial statements pursuant to ASC 810-10, Consolidation. In addition, their financial positions and results of operations are included in the Company’s financial statements. VIE Financial Information Set forth below is the consolidated balance sheets information as of September 30, 2023 and September 30, 2022, consolidated statements of operations and cash flows for the years ended September 30, 2023 and 2022, and showing financial information for the parent company, Kun Peng International Limited, the non-VIE subsidiaries (as defined below), and the VIE (as defined below), eliminating entries and consolidated information (in dollars). In the tables below, the column headings correspond to the following entities: For purposes of this section: “Parent entity” refers to Kun Peng International Limited; “Non-VIE and Non-WFOE subsidiaries” refers to the following entities: ● Kun Peng International Holding Limited (“KP International Holding”) ● Kun Peng (China) Industrial Development Company Limited (“KP (China)”) ● Kun Peng (Hong Kong) Industrial Development Limited (“KP (Hong Kong)”) ● Kun Peng Tian Yu Health Technology Co., Ltd. (“KP Tian Yu”) until March 3, 2023 “WFOE” refers to King Eagle (China) Co., Ltd. (“King Eagle (China)”) until March 3, 2023 and KP Tian Yu commencing March 3, 2023; “VIE” refers to King Eagle (Tianjin) Technology Co., Ltd. (“King Eagle (Tianjin)”), King Eagle (Beijing) Technology Co., Ltd (“King Eagle (Beijing)”), King Eagle (Huai’an) Health Management Co., Ltd. (“King Eagle (Huai’an)”), and Kun Zhi Jian (Huai’an) Technology Co., Ltd . Consolidated Balance Sheet As of September 30, 2023 SCHEDULE OF VIE OF BALANCE SHEET Parent Only Non-VIE and Non-WFOE Subsidiaries Consolidated WFOE VIE and VIE’s Subsidiaries Consolidated Elimination Entries and Reclassification Entries Consolidated Cash and cash equivalent $ - $ 10,457 $ 6 $ 447,117 $ - $ 457,580 Advance and Prepayments - 32,721 - 41,323 - 74,044 Other receivable - third party - 3,629 - 19,431 - 23,060 Inventory - - - 107,263 - 107,263 Intercompany receivables-current - 494,197 (2) - 2,119,294 (1) (2,613,491 ) - Total current Assets - 541,004 6 2,734,428 (2,613,491 ) 661,947 Property and equipment, net - 72,552 - - - 72,552 Intangible Assets, net - 2,806 - - - 2,806 Security deposits and prepayments, noncurrent - 41,999 - - - 41,999 Prepayments, noncurrent - 3,245 - - - 3,245 ROU assets - 351,753 - 127,674 - 479,427 Intercompany receivables-noncurrent - 4 - - (4 ) - Investment in subsidiary 34,160 - - - (34,160 ) - Total non-current Assets 34,160 472,359 - 127,674 (34,164 ) 600,029 Total assets 34,160 1,013,363 6 2,862,102 (2,647,655 ) 1,261,976 Trade payable - - - 2,067,831 - 2,067,831 Other payables and accrual 66,000 10,040 - 8,029 - 84,069 Advances from customers - - - 2,149,238 - 2,149,238 Intercompany payables 724,680 1,909,747 (1) 617 (1) 34,370 (2,669,414 ) - Salary payable - 26,213 - 37,440 - 63,653 Provision for taxation - 3,852 - 180,505 - 184,357 Operating lease obligations-current - 232,976 - 85,446 - 318,422 Amount due to related parties - - - 1,318,120 - 1,318,120 Total current liabilities 790,680 (3) 2,182,828 617 5,880,979 (2,669,414 ) 6,185,690 Total noncurrent liabilities - 60,526 - 35,381 - 95,907 Total liabilities 790,680 2,243,354 617 5,916,360 (2,669,414 ) 6,281,597 Total shareholders’ Equity (756,520 ) (1,107,853 ) (611 ) (2,895,395 ) 21,759 (4,738,620 ) Non-controlling interests - (122,138 ) - (158,863 ) - (281,001 ) Total equity (756,520 ) (1,229,991 ) (611 ) (3,054,258 ) 21,759 (5,019,621 ) Total liabilities and equity $ 34,160 $ 1,013,363 $ 6 $ 2,862,102 $ (2,647,655 ) $ 1,261,976 (1) Intercompany receivables from non-VIE entities, WFOE, and parent entity and intercompany payables to VIE represent loans to non-VIE entities, WFOE, and parent entity for working capital purposes. (2) Intercompany receivables from the parent entity represent loans from King Eagle (China) to the parent entity for working capital purposes. (3) Intercompany payables to King Eagle (China) and VIE represent loans from King Eagle (China) and VIE to the parent entity for working capital purposes. As of September 30, 2022 Parent Only Non-VIE and Non-WFOE Consolidated WFOE VIE Elimination Entries and Reclassification Entries Consolidated Cash and cash equivalent $ - $ 14 $ 11,581 $ 255,536 $ - $ 267,131 Intercompany receivables-current - - 179,211 (2) 1,684,751 (1) (1,863,962 ) - Total current Assets - 14 250,651 2,530,776 (1,863,962 ) 917,479 Intercompany receivables-noncurrent - 4 - - (4 ) - Total non-current Assets 34,160 4 755,365 107,774 (34,164 ) 863,139 Total assets 34,160 18 1,006,016 2,638,550 (1,898,126 ) 1,780,618 Intercompany payables 451,763 (3) 17,213 (1) (2) 1,428,180 (1) - (1,897,156 ) - Total current liabilities 515,763 17,213 1,924,426 4,611,831 (1,897,156 ) 5,172,077 Total noncurrent liabilities - - 242,100 22,024 - 264,124 Total liabilities 515,763 17,213 2,166,526 4,633,855 (1,897,156 ) 5,436,201 Total shareholders’ Equity (481,603 ) (17,195 ) (1,038,372 ) (1,836,489 ) (970 ) (3,374,629 ) Non-controlling interests - - (122,138 ) (158,816 ) - (280,954 ) Total equity (481,603 ) (17,195 ) (1,160,510 ) (1,995,305 ) (970 ) (3,655,583 ) Total liabilities and equity $ 34,160 $ 18 $ 1,006,016 $ 2,638,550 $ (1,898,126 ) $ 1,780,618 (1) Intercompany receivables from non-VIE entities and WFOE and intercompany payables to VIE represent loans to non-VIE entities and WFOE for working capital purposes. (2) Intercompany receivables from the parent entity and non-VIE entities represent loans from King Eagle (China) to the parent entity and non-VIE entities for working capital purposes. (3) Intercompany payables to WFOE and VIE represent loans from King Eagle (China) and VIE to the parent entity for working capital purposes. Consolidated Statements of Operations Data SCHEDULE OF VIE DATA OF OPERATION Parent Only Non-VIE and Non-WFOE Subsidiaries Consolidated WFOE VIE and VIE’s Subsidiaries Consolidated Eliminating Adjustments Consolidated Totals For the year ended September 30, 2023 Parent Only Non-VIE and Non-WFOE Subsidiaries Consolidated WFOE VIE and VIE’s Subsidiaries Consolidated Eliminating Adjustments Consolidated Totals Revenue $ - $ - $ - $ 3,917,335 $ - $ 3,917,335 Intercompany revenue - 442,382 519,296 - (961,678 ) - Cost of revenue and related tax - 779 1,006 431,436 - 433,221 Gross profit - 441,603 518,290 3,485,899 (961,678 ) 3,484,114 Total operating expenses 274,917 438,906 604,656 4,414,524 - 5,733,003 Intercompany operating expenses - - - 961,678 (961,678 ) - (Loss) income from operations (274,917 ) 2,697 (86,366 ) (1,890,303 ) - (2,248,889 ) Other (expenses) income - (1,183 ) 461 100,398 - 99,676 (Loss) income before income taxes (274,917 ) 1,514 (85,905 ) (1,789,905) - (2,149,213 ) Income tax expense - - - - - - Net (loss) income $ (274,917 ) $ 1,514 $ (85,905 ) $ (1,789,905 ) $ - $ (2,149,213 ) Parent Only Non-VIE and Non-WFOE Consolidated WFOE VIE Eliminating Adjustments Consolidated Totals For the year ended September 30, 2022 Parent Only Non-VIE and Non-WFOE Consolidated WFOE VIE Eliminating Adjustments Consolidated Totals Revenue $ - $ - $ - $ 7,510,059 $ - $ 7,510,059 Intercompany revenue - - 1,463,241 - (1,463,241 ) - Cost of revenue and related tax - - 6,979 1,188,645 - 1,195,624 Gross profit - - 1,456,262 6,321,414 (1,463,241 ) 6,314,435 Total operating expenses 217,243 6,601 1,699,386 6,398,815 - 8,322,045 Intercompany operating expenses - - - 1,463,241 (1,463,241 ) - Loss from operations (217,243 ) (6,601 ) (243,124 ) (1,540,642 ) - (2,007,610 ) (Loss) income from operations (217,243 ) (6,601 ) (243,124 ) (1,540,642 ) - (2,007,610 ) Other income - - 5,671 29,098 - 34,769 Other (expenses) income - - 5,671 29,098 - 34,769 Loss before income taxes (217,243 ) (6,601 ) (237,453 ) (1,511,544 ) - (1,972,841 ) (Loss) income before income taxes (217,243 ) (6,601 ) (237,453 ) (1,511,544 ) - (1,972,841 ) Income tax expense - - - - - - Net loss $ (217,243 ) $ (6,601 ) $ (237,453 ) $ (1,511,544 ) $ - $ (1,972,841 ) Net income (loss) $ (217,243 ) $ (6,601 ) $ (237,453 ) $ (1,511,544 ) $ - $ (1,972,841 ) Consolidation Schedule of Cash Flows SCHEDULE OF VIE DATA OF CASH FLOWS Parent Only Non-VIE Non-WFOE Subsidiaries Consolidated WFOE VIE and VIE’s Subsidiaries Eliminating Consolidated For the year ended September 30, 2023 Parent Only Non-VIE Non-WFOE Subsidiaries Consolidated WFOE VIE and VIE’s Subsidiaries Eliminating Consolidated Net (loss) income $ (274,917 ) $ 1,514 $ (85,905 ) $ (1,789,905 ) $ - $ (2,149,213 ) Intercompany receivables - (333,732 ) - (927,079 ) 1,260,811 - Intercompany payables 272,917 329,657 191,152 453,740 (1,247,466 ) - Net cash provided by (used in) operating activities - 12,739 (13,007 ) (440,107 ) 13,345 (427,030 ) - Net cash used in investing activities - - (606 ) - - (606 ) Net cash provided by financing activities - - - 644,803 - 644,803 Effect of exchange rate fluctuation on cash $ - $ (10,828 ) $ 10,570 $ (13,115 ) $ (13,345 ) $ (26,718 ) Parent Only Non-VIE and Non-WFOE Subsidiaries Consolidated WFOE VIE Eliminating Adjustments Consolidated For the year ended September 30, 2022 Parent Only Non-VIE and Non-WFOE Subsidiaries Consolidated WFOE VIE Eliminating Adjustments Consolidated Net loss $ (217,243 ) $ (6,601 ) $ (237,453 ) $ (1,511,544 ) $ - $ (1,972,841 ) Net (loss) income $ (217,243 ) $ (6,601 ) $ (237,453 ) $ (1,511,544 ) $ - $ (1,972,841 ) Intercompany receivables - - (41,980 ) (543,646 ) 585,626 - Intercompany payables 229,243 6,619 343,386 (579,248 ) - Net cash provided by (used in) operating activities - 18 32,560 (1,631,086 ) 6,378 (1,592,130 ) - Net cash used in investing activities - - (139,155 ) - - (139,155 ) Effect of exchange rate fluctuation on cash $ - $ (4 ) $ (2,867 ) $ (52,020 ) $ (6,378 ) $ (61,269 ) The Company consolidated its VIE as of September 30, 2023, and 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 September 30, 2023 September 30, 2022 Assets Current assets Cash and cash equivalents $ 447,117 $ 255,536 Trade receivable-intercompany 2,119,294 1,499,226 Advance and prepayments 41,323 214,188 Other receivables – third parties 19,431 60,109 Other receivables – intercompany - 185,525 Inventory 107,263 - Amount due from a related party - 316,192 Total current assets 2,734,428 2,530,776 Noncurrent assets Right-of-use assets 127,674 107,774 Total noncurrent assets 127,674 107,774 Total assets $ 2,862,102 $ 2,638,550 Liabilities Current liabilities Trade payables $ 2,067,831 $ 764,418 Other payables and accrual 8,029 489,003 Deferred revenue 2,149,238 2,960,357 Intercompany payables 34,370 - Payroll payable 37,440 4,312 Tax payable 180,505 41,345 Amounts due to related parties 1,318,120 267,006 Operating lease obligations-current portion 85,446 85,390 Total current liabilities 5,880,979 4,611,831 Noncurrent liabilities Operating lease obligations-net of current portion 35,381 22,024 Total noncurrent liabilities 35,381 22,024 Total liabilities 5,916,360 4,633,855 Commitment and contingencies Equity Additional paid-in capital 637,801 - Accumulated deficits (3,788,510 ) (1,998,652 ) Accumulated other comprehensive income 255,314 162,163 Total stockholders’ equity (2,895,395 ) (1,836,489 ) Non-controlling interests (158,863 ) (158,816 ) Total equity (3,054,258 ) (1,995,305 ) Total liabilities and equity $ 2,862,102 $ 2,638,550 The operating results of the VIE were as follows: 2023 2022 For the years ended September 30, 2023 2022 Revenue, net $ 3,917,335 $ 7,510,059 Cost of revenue (431,436 ) (1,188,645 ) Gross profit 3,485,899 6,321,414 Operating expenses General and administrative expenses 1,308,648 314,128 Selling expense 4,067,554 7,547,928 Total operating expenses 5,376,202 7,862,056 Loss from operations (1,890,303 ) (1,540,642 ) Other (expenses) income: Interest income 990 1,738 Other (expenses) income 99,408 27,360 Total other income, net 100,398 29,098 Loss before income taxes (1,789,905 ) (1,511,544 ) Income tax expense - - Net loss (1,789,905 ) (1,511,544 ) Less: Net loss attributable to non-controlling interest (47 ) (120,924 ) Net loss attributable to Kun Peng International Ltd $ (1,789,858 ) $ (1,390,620 ) The cash flows of the VIE were as follows: 2023 2022 For the years ended September 30, 2023 2022 Cash flows from operating activities Net loss $ (1,789,905 ) $ (1,511,544 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities Impairment of an amount due from a related party 318,999 - Amortization of right-of-use assets 98,939 105,598 Changes in operating assets and liabilities Advance and prepayments 173,345 (1,371 ) Trade receivable – intercompany (432,747 ) (299,446 ) Other receivables – third parties 40,544 (57,218 ) Other receivables - intercompany (494,332 ) (244,200 ) Inventory (110,954 ) - Trade payable – third parties 1,367,773 229,996 Trade payable – intercompany 439,836 - Other payables and accrual – third parties (485,039 ) 290,194 Other payables and accrual – intercompany 13,904 - Deferred revenue (763,453 ) 142,789 Payroll payable 34,377 (9,887 ) Amounts due to related parties 1,094,095 - Tax payable 145,004 (170,007 ) Lease liabilities (90,493 ) (105,990 ) Net cash provided by (used in) operating activities (440,107 ) (1,631,086 ) Cash flows from financing activities Capital contribution 644,803 - Net cash provided by financing activities 644,803 - Effect of exchange rate changes on cash (13,115 ) (52,020 ) Net increase (decrease) in cash and cash equivalents 191,581 (1,683,106 ) Cash and cash equivalents, beginning balance 255,536 1,938,642 Cash and cash equivalents, ending balance $ 447,117 $ 255,536 |