VARIABLE INTEREST ENTITIES - “VIE” AGREEMENTS | NOTE 3 - VARIABLE INTEREST ENTITIES - “VIE” AGREEMENTS 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 the Exclusive 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 to King Eagle (Tianjin) to provide business-related software research and development services; design, installation, and testing services; network equipment support, upgrade, maintenance, monitor, and problem-solving services; employees 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 after King Eagle (Tianjin)’s profit before tax in the corresponding year deducts 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 withdraws 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. This 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 of King Eagle (Tianjin). The shareholders of King Eagle (Tianjin) have agreed to transfer any dividends, distributions, or 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 on 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 King Eagle (Tianjin)’s shareholders and King Eagle (China) or upon a 30-day notice of 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 the equity interests in and/or assets of King Eagle (Tianjin) 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 (China) 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 Agreement 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 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. As of the date of this Quarterly Report, King Eagle (Tianjin) has established five subsidiaries: King Eagle (Beijing) Technology Co., Ltd, King Eagle (Huai’an) Health Management Co., Ltd., Kun Zhi Jian (Huai’an) Technology Co., Ltd . Pursuant to the VIE Agreements, the shareholders of King Eagle (Tianjin) have agreed to transfer any dividends, distributions, or 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 VIE Agreements are designed so that King Eagle (Tianjin) operates for the benefit of King Eagle (China) and ultimately the Company. Moreover, King Eagle (Tianjin) 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 or 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 sheet information as of March 31, 2024 and September 30, 2023 and the consolidated statements of operations and cash flows for the six months ended March 31, 2024 and 2023, 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: “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 ● King Eagle (China) Co., Ltd. (“King Eagle (China)”) commencing 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)”), Kun Zhi Jian (Huai’an) Technology Co., Ltd. (“Kun Zhi Jian (Huai’an)”), Kun Zhi Jian (Shandong) Health Management Co., Ltd (“Kun Zhi Jian (Shangdong)”), Chengdu Wenjiang Pengrun Internet Healthcare Co., Ltd (“Chengdu Wenjiang”) and Kun Pin Hui (Shandong) Trading Co., Ltd (“Kun Pin Hui (Shandong)”). Condensed Consolidated Balance Sheets As of March 31, 2024 SCHEDULE OF VIE OF BALANCE SHEET Parent Non-VIE and WFOE VIE and Elimination Consolidated Cash and cash equivalent $ - $ 1,418 $ 69 $ 20,053 $ - $ 21,540 Advance and Prepayments - 16,968 - 153,159 - 170,127 Accounts receivable - - 12,492 - 12,492 Other receivables - third party - 24,087 - 220,930 - 245,017 Amount due from a related party - - - 13,850 - 13,850 Inventory - - - 41,383 - 41,383 Intercompany receivables-current - 583,862 (2) - 2,328,062 (1) (2,911,924 ) - Total current Assets - 626,335 69 2,789,929 (2,911,924 ) 504,409 Property and equipment, net - 49,350 - 48,703 - 98,053 Intangible Assets, net - 2,656 - - - 2,656 Security deposits and prepayments, noncurrent - 42,440 - - - 42,440 Prepayments, noncurrent - 10,630 - - - 10,630 ROU assets - 238,607 - 81,798 - 320,405 Intercompany receivables-noncurrent - 4 - - (4 ) - Investment in subsidiary 34,160 - - - (34,160 ) - Total non-current Assets 34,160 343,687 - 130,501 (34,164 ) 474,184 Total assets 34,160 970,022 69 2,920,430 (2,946,088 ) 978,593 Trade payable - - - 2,284,154 - 2,284,154 Other payables and accrual 8,000 1,722 - 528,424 - 538,146 Advances from customers - - - 938,891 - 938,891 Intercompany payables 897,693 (3) 1,943,710 (1) 692 (1) 119,217 (4) (2,961,312 ) - Salary payable - 32,601 - 65,278 - 97,879 Provision for taxation - 265 - 124,902 - 125,167 Operating lease obligations-current - 242,531 - 86,282 - 328,813 Amount due to related parties - - - 2,867,978 - 2,867,978 Total current liabilities 905,693 2,220,829 692 7,012,126 (2,961,312 ) 7,178,028 Total noncurrent liabilities - - - - - - Total liabilities 905,693 2,220,829 692 7,012,126 (2,961,312 ) 7,178,028 Total shareholders’ Equity (871,533 ) (1,128,669 ) (623 ) (3,898,591 ) 15,224 (5,884,192 ) Non-controlling interests - (122,138 ) - (193,105 ) - (315,243 ) Total equity (871,533 ) (1,250,807 ) (623 ) (4,091,696 ) 15,224 (6,199,435 ) Total liabilities and equity $ 34,160 $ 970,022 $ 69 $ 2,920,430 $ (2,946,088 ) $ 978,593 (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. (4) Intercompany payable to King Eagle (China) represents loan to King Eagle (Tianjin) for working capital purposes. As of September 30, 2023 Parent Non-VIE and WFOE VIE and Elimination Consolidated Cash and cash equivalent $ - $ 10,457 $ 6 $ 447,117 $ - $ 457,580 Advance and Prepayments - 32,721 - 41,323 - 74,044 Other receivables - 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 (3) 1,909,747 (1) 617 (1) 34,370 (4) (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 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. (4) Intercompany payable to King Eagle (China) represents loan to King Eagle (Tianjin) for working capital purposes. Condensed Consolidated Statements of Operations Data SCHEDULE OF VIE DATA OF OPERATION Parent Non-VIE and WFOE VIE and Eliminating Consolidated For the six months ended March 31, 2024 Parent Non-VIE and WFOE VIE and Eliminating Consolidated Revenue $ - $ - $ - $ 926,666 $ - $ 926,666 Intercompany revenue 392,731 - (392,731 ) - Cost of revenue and related tax - 749 - 247,634 - 248,383 Gross profit - 391,982 - 679,032 (392,731 ) 678,283 Total operating expenses 115,013 400,202 7 1,313,268 - 1,828,490 Intercompany operating expenses - - - 392,731 (392,731 ) - Loss from operations (115,013 ) (8,220 ) (7 ) (1,026,967 ) - (1,150,207 ) Other income - 33 - 31,717 - 31,750 Loss before income taxes (115,013 ) (8,187 ) (7 ) (995,250 ) - (1,118,457 ) Income tax expense - - - 13,364 - 13,364 Net loss $ (115,013 ) $ (8,187 ) $ (7 ) $ (1,008,614 ) $ - $ (1,131,821 ) 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 ) Condensed Consolidated Schedules of Cash Flows SCHEDULE OF VIE DATA OF CASH FLOWS Parent Non-VIE and WFOE VIE and Eliminating Consolidated For the six months ended March 31, 2024 Parent Non-VIE and WFOE VIE and Eliminating Consolidated Net loss $ (115,013 ) $ (8,187 ) $ (7 ) $ (1,008,614 ) $ - $ (1,131,821 ) Intercompany receivables - (84,647 ) - (520,556 ) 605,203 - Intercompany payables 173,013 14,220 69 419,562 (606,864 ) - Net cash (used in) provided by operating activities - (5,918 ) 62 (382,491 ) (1,661 ) (390,008 ) Net cash used in investing activities - - - (58,596 ) - (58,596 ) Effect of exchange rate fluctuation on cash $ - $ (3,121 ) $ 1 $ 14,024 $ 1,661 $ 12,564 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 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 The Company consolidated its VIE as of March 31, 2024 and September 30, 2023. 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, 2024 September 30, 2023 Assets Current assets Cash and cash equivalents $ 20,053 $ 447,117 Trade receivable – third parties 12,492 - Trade receivable - intercompany 1,505,364 2,119,294 Advance and prepayments 153,159 41,323 Other receivables - third parties 220,930 19,431 Other receivables - intercompany 822,698 - Amount due from a related party 13,850 - Inventory 41,383 107,263 Total current assets 2,789,929 2,734,428 Noncurrent assets Property and equipment, net $ 48,703 $ - Right-of-use assets 81,798 127,674 Total noncurrent assets 130,501 127,674 Total assets $ 2,920,430 $ 2,862,102 Liabilities Current liabilities Trade payables - third parties $ 2,284,154 $ 2,067,831 Other payables and accrual 528,424 8,029 Deferred revenue 938,891 2,149,238 Intercompany payables 119,217 34,370 Payroll payable 65,278 37,440 Tax payable 124,902 180,505 Amounts due to related parties 2,864,978 1,318,120 Operating lease obligations-current portion 86,282 85,446 Total current liabilities 7,012,126 5,880,979 Noncurrent liabilities Operating lease obligations-net of current portion - 35,381 Total noncurrent liabilities - 35,381 Total liabilities 7,012,126 5,916,360 Commitment and contingencies - - Equity Additional paid-in capital 637,801 637,801 Accumulated deficits (4,762,817 ) (3,788,510 ) Accumulated other comprehensive income 226,425 255,314 Total stockholders’ equity (3,898,591 ) (2,895,395 ) Non-controlling interests (193,105 ) (158,863 ) Total equity (4,091,696 ) (3,054,258 ) Total liabilities and equity $ 2,920,430 $ 2,862,102 The operating results of the VIE were as follows: 2024 2023 2024 2023 For the three months ended March 31, For the six months ended March 31, 2024 2023 2024 2023 Revenue, net $ 364,508 442,564 $ 926,666 894,682 Cost of revenue 98,753 (195,294 ) 247,634 (303,832 ) Gross profit 265,755 247,270 679,032 590,850 Operating expenses General and administrative expenses 300,465 213,464 593,694 314,465 Selling expense 462,829 563,755 1,112,305 1,447,955 Total operating expenses 763,294 777,219 1,705,999 1,762,420 Loss from operations (497,539 ) (529,949 ) (1,026,967 ) (1,171,570 ) Other (expenses) income: Interest income 21 43 375 84 Other income (469 ) 108,818 31,342 108,818 Total other (expenses) income, net (448 ) 108,861 31,717 108,902 Loss before income taxes (497,987 ) (421,088 ) (995,250 ) (1,062,668 ) Income tax expense 13,364 - 13,364 - Net loss (511,351 ) (421,088 ) (1,008,614 ) (1,062,668 ) Less: Net income (loss) attributable to non-controlling interest 13,825 - (47 ) - Net loss attributable to Kun Peng International Ltd (525,176 ) (421,088 ) (1,008,567 ) (1,062,668 ) The cash flows of the VIE were as follows: 2024 2023 For the six months ended March 31, 2024 2023 Cash flows from operating activities Net loss $ (1,008,614 ) (1,062,668 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities Depreciation and amortization 1,726 - Amortization of right-of-use assets 47,306 67,813 Changes in operating assets and liabilities Advance and prepayments (111,617 ) 46,193 Trade receivable- third parties (12,516 ) - Trade receivable- intercompany (32,742 ) - Other receivables- third parties (201,683 ) (10,192 ) Other receivables- intercompany (487,814 ) (393,337 ) Inventory 67,134 - Amount due from a related party (13,876 ) - Trade payable- third parties 195,018 667,479 Trade payable- intercompany 117,390 - Other payables and accrual- third parties 521,313 305,342 Other payables and accrual- intercompany 302,172 - Deferred revenue (1,235,253 ) (79,706 ) Payroll payable 27,498 10,795 Amounts due to related parties 1,535,989 2,294 Tax payable (55,642 ) 118,970 Lease liabilities (38,283 ) (75,724 ) Net cash used in operating activities (382,490 ) (402,741 ) Cash flows from investing activities Purchase of property, plant and equipment (58,596 ) - Net cash used in investing activities (58,596 ) - Cash flows from financing activities Capital contribution - 186,352 Net cash provided by financing activities - 186,352 Effect of exchange rate changes on cash 14,023 11,781 Net change in cash and cash equivalents (427,063 ) (204,608 ) Cash and cash equivalents, beginning balance 447,117 255,536 Cash and cash equivalents, ending balance $ 20,054 50,928 |