| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
| Aug. 31, 2022 |
| Accounting Policies [Abstract] | |
| Basis of presentation | Basis
of presentation The
consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America
(“US GAAP”) and include the financial statements of LCHD and its wholly owned subsidiaries. Intercompany accounts and transactions
have been eliminated in consolidation. The Company has adopted August 31 as its fiscal year end. |
| Going concern | Going
concern The
accompanying consolidated 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. The
Company has suffered recurring losses from operations, and records an accumulated deficit, a working capital deficit and a net stockholders’
deficit of $ 34,921,164 2,248,545 2,200,107 The
Company expects to finance its operations primarily through cash flows from operations, loans from existing directors and shareholders
and placements of capital stock for additional funding. In the event that the Company requires additional funding to finance the growth
of the Company’s current and expected future operations as well as to achieve our strategic objectives, a shareholder has indicated
the intent and ability to provide additional financing. 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
stock holders, in the case of equity financing. In
March 2020 the World Health Organization declared coronavirus COVID-19 a global pandemic. The COVID-19 pandemic has negatively impacted
the global economy, workforces, customers, and created significant volatility and disruption of financial markets. It has also disrupted
the normal operations of many businesses, including the Company’s businesses. This outbreak could decrease spending, adversely
affect demand for the Company’s services and harm its business and results of operations. It is not possible for the Company to
predict the duration or magnitude of the adverse results of the outbreak and its effects on its business or results of operations at
this time. These
consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and
classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
| Use of estimates | Use
of estimates The
preparation of these consolidated financial statements in conformity with U.S. GAAP requires management of the Company to make estimates
and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. On an on-going
basis, the Company evaluates its estimates based on historical experience and on various other assumptions that are believed to be reasonable
under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The
COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further
business slowdowns or shutdowns, depress demand for the Company’s business, and adversely impact its results of operations. The
Company expects uncertainties around its key accounting estimates to continue to evolve depending on the duration and degree of impact
associated with the COVID-19 pandemic. Its estimates may change as new events occur and additional information emerges, and such changes
are recognized or disclosed in its consolidated financial statements. Identified
below are the accounting policies that reflect the Company’s most significant estimates and judgments, and those that the Company
believes are the most critical to fully understanding and evaluating its consolidated financial statements. |
| Business combination | Business
combination The
Company accounts for its business combinations using the acquisition method of accounting in accordance with Accounting Standards Codification
(“ASC”) 805 “Business Combinations.” The cost of an acquisition is measured as the aggregate of the acquisition
date fair values of the assets transferred and liabilities incurred by the Company to the sellers and equity instruments issued. Transaction
costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are
measured separately at their fair values as of the acquisition date, irrespective of the extent of any non-controlling interests. The
excess of (i) the total costs of acquisition, fair value of the non-controlling interests and acquisition date fair value of any previously
held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill.
If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly
in the consolidated statements of comprehensive income. During the measurement period, which can be up to one year from the acquisition
date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon
the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes
first, any subsequent adjustments are recorded to the consolidated statements of comprehensive income. When
there is a change in ownership interests that result in a loss of control of a subsidiary, the Company deconsolidates the subsidiary
from the date control is lost. Any retained non-controlling investment in the former subsidiary is measured at fair value and is included
in the calculation of the gain or loss upon deconsolidation of the subsidiary. |
| Goodwill and impairment of goodwill | Goodwill
and impairment of goodwill Goodwill
represents the excess of the purchase price and related costs over the fair value of the net identified tangible and intangible assets
and liabilities assumed and is not amortized. The total amount of goodwill is deductible for tax purposes. In
accordance with ASC Topic 350, “Intangibles-Goodwill and Other,” goodwill is not amortized but is tested for impairment,
annually or more frequently when circumstances indicate a possible impairment may exist. Impairment testing is performed at a reporting
unit level. An impairment loss generally would be recognized when the carrying amount of the reporting unit exceeds its fair value. The
Company estimates fair value of the applicable reporting unit or units using a discounted cash flow methodology. This methodology represents
a level 3 820, Fair Value Measurements and Disclosures not 1,747,945 1,226,419 Given
the current macro-economic environment and the uncertainties regarding its potential impact on the Company’s business, there can
be no assurance that its estimates and assumptions used in its impairment tests will prove to be accurate predictions of the future.
If the Company’s assumptions regarding forecasted cash flows are not achieved, it is possible that an impairment review may be
triggered and goodwill may be impaired. During the year ended August 31, 2022, the Company expects the reporting unit of FinTech App
development not to generate profits in the near future. As a result, the goodwill was fully impaired during the year ended August 31,
2022. |
| Cash and cash equivalents | 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. |
| Software development costs | Software
development costs The
Company expenses software development costs, including costs to develop software products or the software component of products to be
marketed to external users, before technological feasibility is reached. Technological feasibility is typically reached shortly before
the release of such products and as a result, development costs that meet the criteria for capitalization were not material for the periods
presented. The
Company capitalizes development costs related to these software applications once the preliminary project stage is complete and it is
probable that the project will be completed and the software will be used to perform the function intended. |
| Revenue recognition | Revenue
recognition The
Company adopted Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606), which establishes principles
for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s
contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer
of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange
for those goods or services recognized as performance obligations are satisfied. The
Company recognizes revenues following the five-step model prescribed under ASU No. 2014-09:
Step 1: Identify the contract
Step 2: Identify the performance obligations
Step 3: Determine the transaction price
Step 4: Allocate the transaction price
Step 5: Recognize revenue Revenues
are recognized when control of the promised goods or services is transferred to the Company’s customers, which may occur at a point
in time or over time depending on the terms and conditions of the agreement, in an amount that reflects the consideration the Company
expects to be entitled to in exchange for those goods or services. |
| Provision of investment platform services | Provision
of investment platform services The
Company signed an agreement with a third party whereby the Company authorizes the third party to use the Company’s investment platform
and related applications for a period until December 31, 2020. Income from provision of investment platform services with the use of
the Company’s mobile applications is recognized when the service is performed. From
September, 2020, the Company generated additional revenue from a new, more comprehensive mobile application, which refer to as the FinMaster
mobile application (the “FinMaster App” and together with the JFB platform, the “Apps”), with similar functions
as the JFB platform. Income from providing investment platform services with the use of a mobile application is recognized when the service
is performed. The
Company offers a self-managed points program, which can be used in the FinMaster App to redeem merchandise or services. The Company determines
the value of each point based on estimated incremental cost. Customers and advocates have a variety of ways to obtain the points. The
major accounting policy for its points program is described as follows: The
Company concludes the bonus points offered linked to the purchase transaction of the points is a material right and accordingly a separate
performance obligation according to ASC 606, and should be taken into consideration when allocating the transaction price of the point
sales. The Company also estimates the probability of points redemption when performing the allocation. The amount allocated to the bonus
points as separate performance obligation is recorded as contract liability (deferred revenue) and revenue should be recognized when
future goods or services are transferred. The Company will continue to monitor when and if forfeiture rate data becomes available and
will apply and update the estimated forfeiture rate at each reporting period. Since
historical information is limited for the Company to determine any potential points forfeitures and most merchandise can be redeemed
without requiring a significant amount of points compared with the amount of points provided to users, the Company has used an estimated
forfeiture rate of zero. |
| Provision of software development service and maintenance service | Provision
of software development service and maintenance service The
Company entered into several agreements with third party customers to assist the customers in the development of their mobile communications
software and mobile e-commerce software. Income from provision of software development service and maintenance service are recognized
when the service is performed. |
| Revenue by major product line | Revenue
by major product line SCHEDULE
OF REVENUE BY MAJOR PRODUCT LINE
2022 2021
Year ended August 31,
2022 2021
Provision of investment platform services $ 17,930 $ 19,606
Provision of software development service and maintenance service 321,512 75,560
Revenue by major product line $ 339,442 $ 95,166 |
| Revenue by recognition over time vs point in time | Revenue
by recognition over time vs point in time SCHEDULE OF REVENUE BY RECOGNITION OVER TIME VS POINT IN TIME
2022 2021
Year ended August 31,
2022 2021
Revenue by recognition over time $ 339,442 $ 95,166
Revenue by recognition at a point in time - -
Revenue by recognition $ 339,442 $ 95,166 Remaining
performance obligations represent contracted revenues that had not yet been recognized, and include deferred revenues; invoices that
have been issued to customers but were uncollected and have not been recognized as revenues; and amounts that will be invoiced and recognized
as revenues in future periods. As of August 31, 2022, the Company’s remaining performance obligations were $ 169,951 The
Company had not occurred any costs to obtain contracts. The
Company does not have amounts of contract assets since revenue is recognized as control of goods or services is transferred. The contract
liabilities consist of advance payments from customers. The contract liabilities are reported in a net position on a customer-by-customer
basis at the end of each reporting period. All contract liabilities are expected to be recognized as revenue within one year and are
included in other payables and accrued liabilities in the consolidated balance sheet. |
| Contract balances | Contract
balances The
Company’s contract liabilities consist of receipts in advance for software development and FinMaster App. Below is the summary
presenting the movement of the Company’s contract liabilities for the years ended August 31, 2022 and 2021: SCHEDULE OF CONTRACT LIABILITIES
Receipt in advance August 31, 2022 August 31, 2021
Balance as of September 1 $ 16,225 $ 2,896
Advances received from customers 492,289 110,485
Revenue recognized (336,796 ) (97,596 )
Exchange difference (1,767 ) 440
Balance as of August 31 $ 169,951 $ 16,225 |
| Practical expedients and exemption | Practical
expedients and exemption The
Company had not occurred any costs to obtain contracts, and do not disclose the value of unsatisfied performance obligations for contracts
with an original expected length of one year or less. |
| Research and development expenses | Research
and development expenses Research
and development (“R&D”) expenses are primary comprised of charges for R&D and consulting work performed by third
parties; salaries and benefits for those employees engaged in research, design and development activities; costs related to design tools;
and allocated costs. For
the year ended August 31, 2022 and 2021, the total R&D expenses were $ 510,723 602,118 |
| Sales and marketing expenses | Sales
and marketing expenses Sales
and marketing expenses consist primarily of marketing and promotional expenses, salaries and other compensation-related expenses to sales
and marketing personnel. Advertising expenses consist primarily of costs for the promotion of corporate image and product marketing.
The Company expenses all advertising costs as incurred and classifies these costs under sales and marketing expenses. For the years ended
August 31, 2022 and 2021, advertising costs totaled $ 285,908 168,535 From
September, 2019, customers or users of the Company’s mobile application can obtain points through ways such as frequent sign-ins
to the Company’s mobile application, sharing articles from the application to users’ own social media. The Company believes
these points are to encourage user engagement and generate market awareness. As a result, the Company accounts for such points as selling
and marketing expenses with a corresponding liability recorded under other current liabilities of its consolidated balance sheets upon
the points offering. The Company estimates liabilities under the customer loyalty program based on cost of the merchandise that can be
redeemed, and its estimate of probability of redemption. At the time of redemption, the Company records a reduction of inventory and
other current liabilities. Since
historical information is limited for the Company to determine any potential points forfeiture and most merchandise can be redeemed without
requiring a significant amount of points compared with the amount of points provided to users, the Company has used an estimated forfeiture
rate of zero. For
the year ended August 31, 2022 and 2021, redeemable point liability charged as selling and marketing expenses were $ 14,599 35,111 As
of August 31, 2022 and 2021, liabilities recorded related to unredeemed points were $ 82,638 75,648 |
| General and administrative expenses | General
and administrative expenses General
and administrative expenses consist primarily of salaries, bonuses and benefits for employees involved in general corporate functions,
depreciation and amortization of fixed assets, legal and other professional services fees, rental and other general corporate related
expenses. |
| Inventory | Inventory Inventories
are stated at the lower of cost or net realizable value. Cost is calculated on the average basis and includes all costs to acquire and
other costs to bring the inventories to their present location and condition. The Company records inventory write-downs for excess or
obsolete inventories based upon assumptions on current and future demand forecasts. If the inventory on hand is in excess of future demand
forecast, the excess amounts are written off. The Company also reviews inventory to determine whether its carrying value exceeds the
net amount realizable upon the ultimate sale of the inventory. This requires the determination of the estimated selling price of the
vehicles less the estimated cost to convert inventory on hand into a finished product. Once inventory is written-down, a new, lower-cost
basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration or increase
in that newly established cost basis. Inventory
as of August 31, 2022 represents merchandise inventory which can be redeemed by deducting membership rewards points of customer loyalty
program. |
| Leases | Leases The
Company determines if an arrangement is a lease or contains a lease at inception. Operating lease liabilities are recognized based on
the present value of the remaining lease payments, discounted using the discount rate for the lease at the commencement date. As the
rate implicit in the lease is not readily determinable for the operating lease, the Company generally uses an incremental borrowing rate
based on information available at the commencement date to determine the present value of future lease payments. Operating lease right-of-use
(“ROU assets”) assets represent the Company’s right to control the use of an identified asset for the lease term and
lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are generally recognized
based on the amount of the initial measurement of the lease liability. Lease expense is recognized on a straight-line basis over the
lease term. The Company elected the package of practical expedients permitted under the transition guidance to combine the lease and
non-lease components as a single lease component for operating leases associated with the Company’s office space lease, and to
keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the consolidated
statements of income on a straight-line basis over the lease term. The
operating lease is included in operating lease right-of-use assets, operating lease liabilities-current and operating lease liabilities-non-current
on the Company’s consolidated balance sheets. |
| Accounts receivable | Accounts
receivable Accounts
receivable are stated at the original amount less an allowance for doubtful receivables, if any, based on a review of all outstanding
amounts at period end. An allowance is also made when there is objective evidence that the Company will not be able to collect all amounts
due according to the original terms of the receivables. The Company analyzes the aging of the customer accounts, coverage of credit insurance,
customer concentrations, customer credit-worthiness, historical and current economic trends and changes in its customer payment patterns
when evaluating the adequacy of the allowance for doubtful accounts. |
| Plant and equipment | Plant
and equipment Plant
and equipment are 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 PLANT AND EQUIPMENT USEFUL LIVES
Expected useful life
Furniture and fixtures 3
Office equipment 3
Leasehold improvements 3 |
| Non-marketable equity securities | Non-marketable
equity securities Non-marketable
equity Securities represent the investments in a privately held company without readily determinable market value. The Company measures
investments in non-marketable equity securities without a readily determinable fair value using a measurement alternative that measures
these securities at the cost method minus impairment, if any, plus or minus changes resulting from observable price changes on a non-recurring
basis. The fair value of non-marketable equity securities that have been remeasured due to impairment are classified within Level 3.
The Company adjusts the carrying value of non-marketable equity securities which have been remeasured during the period and recognize
resulting gains or losses as a component of other operating income (expense), net. The Company recognized an impairment loss of $nil
on the non-marketable equity securities for the year ended August 31, 2022. |
| Intangible assets | Intangible
assets The
Company recorded intangible assets with definite lives, including investment platform and technical know-hows. Intangible assets are
recorded at cost less accumulated amortization with no residual value. Amortization of intangible assets is computed using the straight-line
method over their estimated useful lives. The
estimated useful lives of the Company’s intangible assets are listed below: SCHEDULE OF USEFUL LIVES OF COMPANY'S INTANGIBLE ASSETS
Investment platform 5
Technical know-hows 8
Trademarks 10 |
| Impairment of long-lived assets (including amortizable intangible assets) | Impairment
of long-lived assets (including amortizable intangible assets) The
Company reviews the carrying values of long-lived assets for impairment whenever events or changes in circumstances indicate that the
carrying value of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying
amount of an asset to the undiscounted future net cash flows expected to be generated by the asset. If the assets are considered to be
impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the
assets. Impairment of $ 537,866 88,415 |
| Employee benefits | Employee
benefits The
Taiwan subsidiary also operates a Defined Contribution Pension Plan under the Labor Pension Act (the Act) for employees in Taiwan. The
Act stipulated that the contribution rate by the employer per month shall not be less than 6% 5,237 150,000 128,350 116,069 Full
time employees of the Company in the PRC participate in a government mandated defined contribution plan, pursuant to which certain pension
benefits, medical care, employee housing fund and other welfare benefits are provided to the employees. Chinese labor regulations require
that the PRC subsidiary of the Company make contributions to the government for these benefits based on certain percentages of the employees’
salaries, up to a maximum amount specified by the local government. The Company has no legal obligation for the benefits beyond the contributions
made. Total amounts of such employee benefit expenses, which were expensed as incurred, were approximately $ 126,568 87,793 The
Hong Kong subsidiary operates a Mandatory Provident Fund (“MPF”) scheme for all qualifying employees in Hong Kong. The MPF
is a defined contribution scheme and the assets of the scheme are managed by a trustee independent of the Group. The MPF is available
to all employees aged 10 to 64 with a least 60 days of service under the employment of the Group in Hong Kong. Contributions are made
by the Group to a cap of HK$ 1,500 192 4,291 4,328 |
| Income taxes | Income
taxes Income
taxes are determined using an asset and liability method in accordance with the provisions of ASC Topic 740, “ Income Taxes ASC
740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose 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 no The
Company conducts businesses in the PRC, Taiwan and Hong Kong. The Company is subject to tax in these jurisdictions. As a result of its
business activities, the Company will file tax returns that are subject to examination by the respective tax authorities. |
| Net loss per share | Net
loss per share The
Company calculates net income/(loss) per share in accordance with ASC Topic 260, “Earnings per Share.” SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED NET LOSS PER SHARE
2022 2021
Year ended August 31,
2022 2021
Net loss $ (11,920,097 ) $ (11,693,492 )
Weighted average number of shares of common stock outstanding - Basic and diluted (Note) 177,602,306 143,714,764
Net loss per share - Basic and diluted $ (0.07 ) $ (0.08 ) Note:
Including 6,800,000 1,122,668 As
of August 31, 2022 and 2021, the Company’s convertible notes payable were excluded from the diluted loss per share calculation
as they were anti-dilutive. |
| Stock-based compensation | Stock-based
compensation Stock-based
compensation is accounted for based on the requirements of the Share-Based Payment topic of ASC Topic 718 (“ASC 718”), which
requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity
instruments over the vesting period or immediately if fully vested and non-forfeitable. The Financial Accounting Standards Board (“FASB”)
also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair
value of the award. Additionally,
ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, permits the election of an accounting policy for forfeitures
of share-based payment awards, either to recognize forfeitures as they occur or estimate forfeitures over the vesting period of the award.
The Company has elected to recognize forfeitures as they occur. On
September 1, 2019, the Company adopted ASU No. 2018-07, “Compensation—Stock Compensation (Topic 718) - Improvements to Nonemployee
Share-Based Payment Accounting” (“ASU 2018-07”). Before the adoption of this guidance, the equity-classified share-based
awards held by non-employees were subject to re-measurement through each vesting date. Upon the adoption of this guidance, the Company
no longer re-measures equity-classified share-based awards granted to consultants or non-employees at each reporting date through the
vesting date and the accounting for these share-based awards to consultants or non-employees and employees was substantially aligned. Cancellation
of a share-based payment by the entity results in accelerated recognition of any unrecognized cost. Cancellation by the counterparty
does not change recognition of the compensation cost. The termination of an employee that resulted in the forfeiture of share-based awards
is not considered to be a cancellation of the awards. |
| Foreign currencies translation | 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$”), which is also the Company’s functional currency.
The Company’s subsidiary in Seychelles, the PRC, Taiwan and Hong Kong maintains its books and record in United States Dollars (“US$”),
Renminbi (“RMB”), New Taiwanese Dollars (“NT$”) and United States Dollars (“US$”) respectively, which
are the primary currencies of the economic environment in which the entities operate (the functional currencies). In
general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not the US$ are translated
into US$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement Translation
of amounts from foreign currencies into US$ has been made at the following exchange rates for the respective periods: SCHEDULE OF FOREIGN CURRENCY TRANSLATION
As of and for the As of and for the
Year-end NT$ : US$ 1 exchange rate 30.38 27.66
Year-average NT$ : US$ 1 exchange rate 28.64 28.22
Year-end RMB : US$ 1 exchange rate 6.89 6.46
Year-average RMB : US$ 1 exchange rate 6.51 6.54 |
| Related parties | 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. |
| Convertible instruments | Convertible
instruments The
Company accounts for hybrid contracts that feature conversion options in accordance with U.S. GAAP. ASC 815 “Derivatives and Hedging
Activities,” (“ASC 815”) requires companies to bifurcate conversion options from their host instruments and account
for them as free standing derivative financial instruments according to certain criteria. The criteria includes circumstances in which
(a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic
characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the
host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair
value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would
be considered a derivative instrument. Conversion
options that contain variable settlement features such as provisions to adjust the conversion price upon subsequent issuances of equity
or equity linked securities at exercise prices more favorable than that featured in the hybrid contract generally result in their bifurcation
from the host instrument. The
Company accounts for convertible instruments, when the Company has determined that the embedded conversion options should not be bifurcated
from their host instruments, in accordance with ASC 470-20 “Debt with Conversion and Other Options” (“ASC 470-20”).
Under ASC 470-20 the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded
in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note
transaction and the effective conversion price embedded in the note. The Company accounts for convertible instruments (when the Company
has determined that the embedded conversion options should be bifurcated from their host instruments) in accordance with ASC 815. Under
ASC 815, a portion of the proceeds received upon the issuance of the hybrid contract are allocated to the fair value of the derivative.
The derivative is subsequently marked to market at each reporting date based on current fair value, with the changes in fair value reported
in results of operations. |
| Fair value of financial instruments | Fair
value of financial instruments The
carrying value of the Company’s financial instruments: cash and cash equivalents, deposits, accounts payable and accrued liabilities,
balances due with directors and shareholders and bonds payable approximate at their fair values because of the short-term nature of these
financial instruments or the rate of interest of these instruments approximate the market rate of interest. 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 Level
2 Level
3: The
following table sets forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair
value on a recurring basis: SCHEDULE OF FAIR VALUE HIERARCHY AND FINANCIAL ASSETS LIABILITIES
August 31, 2021 Level 1 Level 2 Level 3
Carrying Value at Fair Value Measurement at
August 31, 2021 August 31, 2021
Level 1 Level 2 Level 3
Convertible notes measured at fair value $ 990,000 $ - $ - $ 990,000
August 31, 2022 Level 1 Level 2 Level 3
Carrying Value at Fair Value Measurement at
August 31, 2022 August 31, 2022
Level 1 Level 2 Level 3
Convertible notes measured at fair value $ - $ - $ - $ - A
summary of changes in financial liabilities for the year ended August 31, 2022 was as follows: SCHEDULE OF CHANGE IN FINANCIAL LIABILITY
Balance at September 1, 2020 $ 104,000
Issuance of convertible notes 800,000
Interest expenses on convertible notes 44,908
Interest paid ( 6,000 )
Change in fair value of convertible notes 47,092
Balance at September 1, 2021 $ 990,000
Interest paid ( 48,000 )
Interest expenses on convertible notes 29,983
Interest waived in conversion of convertible notes ( 15,606 )
Modification of interest payable on convertible notes to loans ( 5,285 )
Modification of convertible notes to loans ( 300,000 )
Conversion of convertible notes ( 4,632,000 )
Change in fair value of convertible notes 3,980,908
Balance at August 31, 2022 $ - Fair
value of the convertible notes is determined using the binomial model using the following assumptions at inception and on subsequent
valuation dates: SCHEDULE OF FAIR VALUE ASSUMPTION OF CONVERTIBLE NOTES
Convertible notes holders Teh-Ling Chen Li-Ching Yang Jui-Chin Chen Teh-Ling Chen Chin-Ping Ching-Nan Wang Chin-Chiang Wang Wang Teh-Ling Chen
Appraisal Date (Inception Date) February
24, 2020 February 27, 2020 March
18, 2020 November
2, 2020 November
25, 2020 January
15, 2021
Risk-free Rate 1.25 % 1.06 % 0.54 % 0.16 % 0.16 % 0.1 %
Applicable Closing Stock Price $ 1.25 $ 1.25 $ 1.20 $ 0.12 $ 3.00 $ 2.00
Conversion Price $ 1.00 (i) $ 1.00 (i) $ 1.00 (i) $ 0.40 $ 0.40 $ 0.40
$ 1.50 (ii) $ 1.50 (ii) $ 1.50 (ii)
Volatility 27.82 % 27.94 % 34.20 % 41.51 % 42.00 % 43.50 %
Dividend Yield 0.00 % 0.00 % 0.00 % 0.00 % 0.00 % 0.00 %
Credit Spread 2.71 % 2.96 % 6.88 % 7.52 % 6.93 % 6.76 %
Liquidity Risk Premium 42.09 % 36.26 % 51.08 % 77.62 % 78.14 % 75.73 %
Appraisal Date August 31, 2021 August
31, 2021 August
31, 2021 August
31, 2021
Risk-free Rate N/A N/A 0.05 % 0.09 % 0.10 % 0.12 %
Applicable Closing Stock Price N/A N/A $ 2.01 $ 2.01 $ 2.01 $ 2.01
Conversion Price N/A N/A $ 0.40 $ 0.40 $ 0.40 $ 0.40
Volatility N/A N/A 45.20 % 49.90 % 49.76 % 48.45 %
Dividend Yield N/A N/A 0.00 % 0.00 % 0.00 % 0.00 %
Credit Spread N/A N/A 3.63 % 3.63 % 3.63 % 3.63 %
Liquidity Risk Premium N/A
N/A
84.04 % 86.98 % 86.63 % 85.12 %
(i) USD 1.00
(ii) USD 1.50 |
| Segment reporting | Segment
reporting ASC
Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management
approach model is based on the way a company’s chief operating decision maker organizes segments within the company for making
operating decisions assessing performance and allocating resources. Reportable segments are based on products and services, geography,
legal structure, management structure, or any other manner in which management disaggregates a company. Management
determined that the Company’s operations constitute a single reportable segment in accordance with ASC 280. The Company operates
exclusively in one business and industry segment: the provision of investment platform services through mobile application. |
| Recent accounting pronouncements | Recent
accounting pronouncements Recently
Adopted Accounting Standards In
December 2019, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”)
2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 simplifies the
accounting for income taxes by removing certain exceptions and enhances and simplifies various aspects of the income tax accounting guidance
in ASC 740. The Company adopted ASU 2019-12 on September 1, 2021. The adoption of ASU 2019-12 did not have any impact on the Company’s
consolidated financial statement presentation or disclosures. In
August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts
in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity
(“ASU 2020-06”). ASU 2020-06 simplifies the accounting for convertible debt by eliminating the beneficial conversion and
cash conversion accounting models. Upon adoption of ASU 2020-06, convertible debt proceeds, unless issued with a substantial premium
or an embedded conversion feature that is not clearly and closely related to the host contract, will no longer be allocated between debt
and equity components. This modification will reduce the issue discount and result in less non-cash interest expense in financial statements.
ASU 2020-06 also updates the earnings per share calculation and requires entities to assume share settlement when the convertible debt
can be settled in cash or shares. For contracts in an entity’s own equity, the type of contracts primarily affected by ASU 2020-06
are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the
settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider
whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective for fiscal years beginning
after December 15, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and only if
adopted as of the beginning of such fiscal year. The Company adopted ASU 2020-06 effective September 1, 2021. The adoption of ASU 2020-06
did not have any impact on the Company’s consolidated financial statement presentation or disclosures. Accounting
Pronouncements Issued But Not Yet Adopted In
June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326) (“ASU 2016-13”), which requires
entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current
conditions, and reasonable and supportable forecasts. ASU 2016-13 replaces the existing incurred loss model and is applicable to the
measurement of credit losses on financial assets measured at amortized cost. ASU 2016-13 is to be adopted on a modified retrospective
basis. As a smaller reporting company, ASU 2016-13 will be effective for the Company for interim and annual reporting periods beginning
after December 15, 2022. The Company is currently evaluating the impact that the adoption of ASU 2016-13 will have on its consolidated
financial statement presentations and disclosures. In
January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill
Impairment (“ASU 2017-04”). ASU 2017-04 eliminates Step 2 of the two-step Goodwill impairment test, under which a goodwill
impairment loss was measured by comparing the implied fair value of a reporting unit’s Goodwill with the carrying amount of that
Goodwill. ASU 2017-04 requires only a one-step quantitative impairment test, whereby a Goodwill impairment loss is measured as the excess
of a reporting unit’s carrying amount over its fair value (not to exceed the total Goodwill allocated to that reporting unit).
Adoption of the ASUs is on a modified retrospective basis. As a smaller reporting company, the standard will be effective for the Company
for interim and annual reporting periods beginning after December 15, 2022. The Company is currently evaluating the impact that the adoption
of ASU 2017-04 will have on its consolidated financial statement presentation or disclosures. In
May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50),
Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic
815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU
2021-04”). ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an
exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains classified after modification or exchange
as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as
the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification
or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment
for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination
or modification). ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods
within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring
on or after the effective date. Early adoption is permitted for all entities, including adoption in an interim period. If an entity elects
to early adopt ASU 2021-04 in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes
that interim period. The adoption of ASU 2021-04 is not expected to have any impact on the Company’s consolidated financial statement
presentation or disclosures. In
October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities
from Contracts with Customers, which requires the recognition and measurement of contract assets and contract liabilities acquired in
a business combination in accordance with ASC 606, Revenue from Contracts with Customers. This creates an exception to the general recognition
and measurement principles in ASC 805. As a smaller reporting company, ASU 2021-08 will be effective for the Company for interim and
annual reporting periods beginning after December 15, 2023, with early adoption permitted. The amendments in this ASU should be applied
prospectively to business combinations occurring on or after the effective date of the amendments. The Company does not anticipate that
the adoption of this guidance will have a material impact on the consolidated financial statements. In
November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance.
This update requires certain annual disclosures about transactions with a government that are accounted for by applying a grant or contribution
accounting model by analogy. This update is effective for annual periods beginning after December 15, 2021, and early application is
permitted. This guidance should be applied either prospectively to all transactions that are reflected in financial statements at the
date of initial application and new transactions that are entered into after the date of initial application or retrospectively to those
transactions. The Company does not expect the impact of this guidance to have a material impact on the Company’s consolidated financial
statements. Except
for the above-mentioned pronouncements, there are no new recent issued accounting standards that will have material impact on the consolidated
financial position, statements of operations and cash flows. |
