Document And Entity Information
Document And Entity Information | 9 Months Ended |
Mar. 31, 2024 | |
Document Information Line Items | |
Entity Registrant Name | Treasure Global Inc |
Document Type | S-1 |
Amendment Flag | false |
Entity Central Index Key | 0001905956 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | ||
CURRENT ASSETS | |||||
Cash and cash equivalents | $ 306,532 | $ 4,593,634 | $ 1,845,232 | ||
Accounts receivable, net | 72,740 | 163,169 | |||
Inventories, net | 48,242 | 400,543 | 216,069 | ||
Other receivables and other current assets | 360,658 | 613,125 | 8,780 | ||
Prepayments | 406,247 | 248,551 | 203,020 | ||
Total current assets | 1,206,648 | 6,031,401 | 2,273,101 | ||
OTHER ASSETS | |||||
Property and equipment, net | 200,958 | 279,600 | 337,645 | ||
Intangible assets, net | 2,421,520 | ||||
Operating lease right-of-use assets | 31,609 | 61,377 | |||
Deferred offering costs | 93,536 | ||||
Investment in marketable securities | 300,860 | ||||
Total other assets | 2,954,947 | 340,977 | 431,181 | ||
TOTAL ASSETS | 4,161,595 | 6,372,378 | 2,704,282 | ||
CURRENT LIABILITIES | |||||
Insurance loan | 56,889 | 160,292 | |||
Convertible notes payable, net of unamortized discounts | 4,791,716 | 10,954,042 | |||
Loans from third parties | 1,417,647 | ||||
Accounts payable | 179,986 | 42,853 | 25,397 | ||
Accounts payable, related parties | 14,326 | ||||
Customer deposits | 48,285 | 161,475 | 73,317 | ||
Contract liability | 171,629 | 157,080 | 56,757 | ||
Other payables and accrued liabilities | 549,888 | 723,396 | 1,161,860 | ||
Operating lease liabilities | 25,261 | 40,274 | |||
Income tax payables | 39,931 | 67,546 | 16,445 | ||
Total current liabilities | 1,077,929 | 6,472,575 | 18,221,958 | ||
NON-CURRENT LIABILITIES | |||||
Operating lease liabilities, non-current | 9,113 | 22,036 | |||
Senior note | 65,000 | ||||
Total non-current liabilities | 13,197 | 30,135 | 78,883 | ||
TOTAL LIABILITIES | 1,091,126 | 6,502,710 | 18,300,841 | ||
COMMITMENTS AND CONTINGENCIES | |||||
STOCKHOLDERS’ EQUITY (DEFICIENCY) | |||||
Common stock, value | 913 | [1] | 180 | [1] | 105 |
Additional paid-in capital | 39,655,509 | 31,485,556 | 4,020,552 | ||
Accumulated deficit | (36,487,992) | (31,443,451) | (19,715,740) | ||
Accumulated other comprehensive (loss) income | (97,961) | (172,617) | 98,524 | ||
TOTAL STOCKHOLDERS’ EQUITY (DEFICIENCY) | 3,070,469 | (130,332) | (15,596,559) | ||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY) | 4,161,595 | 6,372,378 | 2,704,282 | ||
Related Party | |||||
CURRENT ASSETS | |||||
Other receivable, a related party | 12,229 | 12,379 | |||
CURRENT LIABILITIES | |||||
Related party loan, current portion | 6,060 | 5,323 | 4,505 | ||
Convertible notes payable, related parties | 2,437,574 | ||||
Other payables, related parties | 1,660 | ||||
Amount due to related parties | 320,960 | 2,060,088 | |||
NON-CURRENT LIABILITIES | |||||
Related party loan, non-current portion | $ 4,084 | $ 8,099 | $ 13,883 | ||
[1] Giving retroactive effect to the 1-for-70 reverse stock split effected on February 27, 2024 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) | Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Net of unamortized discounts (in Dollars) | $ 0 | $ 358,284 | $ 717,260 | |
Common stock, par value (in Dollars per share) | [1] | $ 0.0007 | $ 0.0007 | |
Common stock, shares authorized | [1] | 150,000,000 | 150,000,000 | |
Common stock, shares issued | [1] | 1,304,699 | 255,734 | |
Common stock, shares outstanding | [1] | 1,304,699 | 255,734 | |
Previously Reported | ||||
Common stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 | ||
Common stock, shares authorized | 150,000,000 | 150,000,000 | ||
Common stock, shares issued | 17,901,353 | 10,545,251 | ||
Common stock, shares outstanding | 17,901,353 | 10,545,251 | ||
[1] Giving retroactive effect to the 1-for-70 reverse stock split effected on February 27, 2024 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |||||
Income Statement [Abstract] | ||||||||||
REVENUES | $ 1,596,129 | $ 18,152,113 | $ 21,773,829 | $ 54,152,621 | $ 69,408,319 | $ 79,674,879 | ||||
COST OF REVENUES | (1,379,123) | (18,004,280) | (21,048,586) | (53,700,540) | (68,885,035) | (79,198,691) | ||||
GROSS PROFIT | 217,006 | 147,833 | 725,243 | 452,081 | 523,284 | 476,188 | ||||
SELLING | (292,253) | (1,174,925) | (1,564,596) | (3,734,255) | (4,721,723) | (6,282,465) | ||||
GENERAL AND ADMINISTRATIVE | (1,113,805) | (1,369,369) | (3,137,094) | (3,035,688) | (4,670,030) | (2,819,811) | ||||
RESEARCH AND DEVELOPMENT | (181,502) | (105,961) | (402,130) | (403,191) | (549,065) | (266,716) | ||||
STOCK-BASED COMPENSATION | (380,000) | (819,332) | (819,332) | (1,283,994) | ||||||
TOTAL OPERATING EXPENSES | (1,587,560) | (3,030,255) | (5,103,820) | (7,992,466) | (10,760,150) | (10,652,986) | ||||
LOSS FROM OPERATIONS | (1,370,554) | (2,882,422) | (4,378,577) | (7,540,385) | (10,236,866) | (10,176,798) | ||||
OTHER (EXPENSE) INCOME | ||||||||||
Other (expense) income, net | 6,516 | 1,329 | (190,805) | 37,695 | (7,937) | 54,854 | ||||
Interest expense | (2,572) | (8,220) | (72,014) | (50,060) | (95,242) | (341,609) | ||||
Unrealized holding loss on marketable securities | (346,705) | (699,140) | ||||||||
Other income from software developing service, net of cost | 675,131 | |||||||||
Amortization of debt discount | (25,255) | (358,284) | (1,023,331) | (1,290,050) | (1,266,861) | |||||
TOTAL OTHER EXPENSE, NET | (342,761) | (32,146) | (645,112) | (1,035,696) | (1,393,229) | (1,553,616) | ||||
LOSS BEFORE INCOME TAXES | (1,713,315) | (2,914,568) | (5,023,689) | (8,576,081) | (11,630,095) | (11,730,414) | ||||
PROVISION FOR INCOME TAXES | (11,500) | (20,852) | (34,500) | (97,616) | (15,600) | |||||
NET LOSS | (1,713,315) | (2,926,068) | (5,044,541) | (8,610,581) | (11,727,711) | (11,746,014) | ||||
OTHER COMPREHENSIVE LOSS | ||||||||||
Foreign currency translation adjustments | (5,293) | (24,621) | (5,250) | (109,899) | (271,141) | 154,104 | ||||
COMPREHENSIVE LOSS | $ (1,718,608) | $ (2,950,689) | $ (5,049,791) | $ (8,720,480) | $ (11,998,852) | $ (11,591,910) | ||||
LOSS PER SHARE | ||||||||||
Basic LOSS PER SHARE (in Dollars per share) | $ (2.32) | [1] | $ (11.83) | [1] | $ (14.65) | [1] | $ (0.53) | [1] | $ (0.7) | $ (1.12) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | ||||||||||
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - Basic (in Shares) | 738,285 | [1] | 247,427 | [1] | 344,291 | [1] | 230,918 | [1] | 16,691,956 | 10,469,396 |
[1] Giving retroactive effect to the 1-for-70 reverse stock split effected on February 27, 2024 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Mar. 31, 2024 | [1] | Mar. 31, 2023 | [1] | Mar. 31, 2024 | [1] | Mar. 31, 2023 | [1] | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||||||||
Diluted LOSS PER SHARE | $ (2.32) | $ (11.83) | $ (14.65) | $ (0.53) | $ (0.70) | $ (1.12) | ||||
DWEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING-Diluted | 738,285 | 247,427 | 344,291 | 230,918 | 16,691,956 | 10,469,396 | ||||
[1] Giving retroactive effect to the 1-for-70 reverse stock split effected on February 27, 2024 |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Change in Stockholders’ Equity (Deficiency) - USD ($) | Common Stock Previously Reported | Common Stock | Additional Paid in Capital Previously Reported | Additional Paid in Capital | Accumulated Deficit Previously Reported | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) Previously Reported | Accumulated Other Comprehensive Income (Loss) | Previously Reported | Total | |||
Balance at Jun. 30, 2021 | $ 103 | $ 1,504,950 | $ (7,969,726) | $ (55,580) | $ (6,520,253) | ||||||||
Balance (in Shares) at Jun. 30, 2021 | 10,312,585 | ||||||||||||
Beneficial conversion feature from issuance of convertible notes | 1,231,610 | 1,231,610 | |||||||||||
Net loss | (11,746,014) | (11,746,014) | |||||||||||
Issuance of common stock - non-employee stock compensation | $ 2 | 1,283,992 | 1,283,994 | ||||||||||
Issuance of common stock - non-employee stock compensation (in Shares) | 232,666 | ||||||||||||
Foreign currency translation adjustments | 154,104 | 154,104 | |||||||||||
Balance at Jun. 30, 2022 | $ 105 | $ 105 | $ 4,020,552 | 4,020,552 | $ (19,715,740) | (19,715,740) | $ 98,524 | 98,524 | $ (15,596,559) | (15,596,559) | |||
Balance (in Shares) at Jun. 30, 2022 | 10,545,251 | 150,647 | [1] | 10,545,251 | |||||||||
Beneficial conversion feature from issuance of convertible notes | 537,383 | 537,383 | |||||||||||
Net loss | (3,672,348) | (3,672,348) | |||||||||||
Issuance of common stock - non-employee stock compensation | $ 1 | 439,331 | 0 | 439,332 | |||||||||
Issuance of common stock - non-employee stock compensation (in Shares) | [1] | 1,570 | |||||||||||
Conversion of convertible note payable | $ 38 | 14,097,376 | 14,097,414 | ||||||||||
Conversion of convertible note payable (in Shares) | [1] | 54,609 | |||||||||||
Conversion of convertible note payable, related parties | $ 4 | 2,437,570 | 2,437,574 | ||||||||||
Conversion of convertible note payable, related parties (in Shares) | [1] | 5,047 | |||||||||||
Issuance of common stock in initial public offering, net of issuance costs | $ 23 | 7,951,202 | 7,951,225 | ||||||||||
Issuance of common stock in initial public offering, net of issuance costs (in Shares) | [1] | 32,858 | |||||||||||
Fair value of warrants issued in initial public offering | 175,349 | 175,349 | |||||||||||
Issuance of warrants - non- employee stock compensation | 856,170 | 856,170 | |||||||||||
Cashless exercise of warrants- non- employee stock compensation into common stock | $ 2 | (2) | |||||||||||
Cashless exercise of warrants- non- employee stock compensation into common stock (in Shares) | [1] | 2,245 | |||||||||||
Foreign currency translation adjustments | (135,276) | (135,276) | |||||||||||
Balance at Sep. 30, 2022 | $ 173 | 30,514,931 | (23,388,088) | (36,752) | 7,090,264 | ||||||||
Balance (in Shares) at Sep. 30, 2022 | [1] | 246,976 | |||||||||||
Balance at Jun. 30, 2022 | $ 105 | $ 105 | 4,020,552 | 4,020,552 | (19,715,740) | (19,715,740) | 98,524 | 98,524 | $ (15,596,559) | (15,596,559) | |||
Balance (in Shares) at Jun. 30, 2022 | 10,545,251 | 150,647 | [1] | 10,545,251 | |||||||||
Net loss | (8,610,581) | ||||||||||||
Balance at Mar. 31, 2023 | $ 176 | 30,896,963 | (28,326,321) | (11,375) | 2,559,443 | ||||||||
Balance (in Shares) at Mar. 31, 2023 | [1] | 251,058 | |||||||||||
Balance at Jun. 30, 2022 | $ 105 | $ 105 | 4,020,552 | 4,020,552 | (19,715,740) | (19,715,740) | 98,524 | 98,524 | $ (15,596,559) | (15,596,559) | |||
Balance (in Shares) at Jun. 30, 2022 | 10,545,251 | 150,647 | [1] | 10,545,251 | |||||||||
Beneficial conversion feature from issuance of convertible notes | 749,062 | 749,062 | |||||||||||
Net loss | (11,727,711) | (11,727,711) | |||||||||||
Issuance of common stock - non-employee stock compensation | $ 4 | 819,328 | 819,332 | ||||||||||
Issuance of common stock - non-employee stock compensation (in Shares) | 395,547 | ||||||||||||
Conversion of convertible note payable | $ 42 | 14,476,325 | 14,476,367 | ||||||||||
Conversion of convertible note payable (in Shares) | 4,150,140 | ||||||||||||
Conversion of convertible note payable, related parties | $ 4 | 2,437,570 | 2,437,574 | ||||||||||
Conversion of convertible note payable, related parties (in Shares) | 353,272 | ||||||||||||
Issuance of common stock in initial public offering, net of issuance costs | $ 23 | 7,951,202 | 7,951,225 | ||||||||||
Issuance of common stock in initial public offering, net of issuance costs (in Shares) | 2,300,000 | ||||||||||||
Fair value of warrants issued in initial public offering | 175,349 | 175,349 | |||||||||||
Issuance of warrants - non- employee stock compensation | 856,170 | 856,170 | |||||||||||
Cashless exercise of warrants- non- employee stock compensation into common stock | $ 2 | (2) | |||||||||||
Cashless exercise of warrants- non- employee stock compensation into common stock (in Shares) | 157,143 | ||||||||||||
Foreign currency translation adjustments | (271,141) | (271,141) | |||||||||||
Balance at Jun. 30, 2023 | $ 180 | $ 180 | 31,485,556 | 31,485,556 | (31,443,451) | (31,443,451) | (172,617) | (172,617) | $ (130,332) | $ (130,332) | |||
Balance (in Shares) at Jun. 30, 2023 | 17,901,353 | 255,734 | [1] | 17,901,353 | 255,734 | [2] | |||||||
Balance at Sep. 30, 2022 | $ 173 | 30,514,931 | (23,388,088) | (36,752) | $ 7,090,264 | ||||||||
Balance (in Shares) at Sep. 30, 2022 | [1] | 246,976 | |||||||||||
Net loss | (2,012,165) | (2,012,165) | |||||||||||
Foreign currency translation adjustments | 49,998 | 49,998 | |||||||||||
Balance at Dec. 31, 2022 | $ 173 | 30,514,931 | (25,400,253) | 13,246 | 5,128,097 | ||||||||
Balance (in Shares) at Dec. 31, 2022 | [1] | 246,976 | |||||||||||
Beneficial conversion feature from issuance of convertible notes | 2,035 | 2,035 | |||||||||||
Net loss | (2,926,068) | (2,926,068) | |||||||||||
Issuance of common stock - non-employee stock compensation | $ 3 | 379,997 | 0 | 380,000 | |||||||||
Issuance of common stock - non-employee stock compensation (in Shares) | [1] | 4,082 | |||||||||||
Foreign currency translation adjustments | (24,621) | (24,621) | |||||||||||
Balance at Mar. 31, 2023 | $ 176 | 30,896,963 | (28,326,321) | (11,375) | 2,559,443 | ||||||||
Balance (in Shares) at Mar. 31, 2023 | [1] | 251,058 | |||||||||||
Balance at Jun. 30, 2023 | $ 180 | $ 180 | 31,485,556 | 31,485,556 | (31,443,451) | (31,443,451) | (172,617) | (172,617) | $ (130,332) | $ (130,332) | |||
Balance (in Shares) at Jun. 30, 2023 | 17,901,353 | 255,734 | [1] | 17,901,353 | 255,734 | [2] | |||||||
Net loss | (2,131,712) | $ (2,131,712) | |||||||||||
Conversion of convertible note payable | $ 28 | 1,325,610 | 1,325,638 | ||||||||||
Conversion of convertible note payable (in Shares) | [1] | 40,322 | |||||||||||
Foreign currency translation adjustments | 43 | 43 | |||||||||||
Balance at Sep. 30, 2023 | $ 208 | 32,811,166 | (33,575,163) | (172,574) | (936,363) | ||||||||
Balance (in Shares) at Sep. 30, 2023 | [1] | 296,056 | |||||||||||
Balance at Jun. 30, 2023 | $ 180 | $ 180 | $ 31,485,556 | 31,485,556 | $ (31,443,451) | (31,443,451) | $ (172,617) | (172,617) | $ (130,332) | $ (130,332) | |||
Balance (in Shares) at Jun. 30, 2023 | 17,901,353 | 255,734 | [1] | 17,901,353 | 255,734 | [2] | |||||||
Net loss | $ (5,044,541) | ||||||||||||
Balance at Mar. 31, 2024 | $ 913 | 39,655,509 | (36,487,992) | (97,961) | $ 3,070,469 | ||||||||
Balance (in Shares) at Mar. 31, 2024 | 1,304,699 | [1] | 1,304,699 | [2] | |||||||||
Balance at Sep. 30, 2023 | $ 208 | 32,811,166 | (33,575,163) | (172,574) | $ (936,363) | ||||||||
Balance (in Shares) at Sep. 30, 2023 | [1] | 296,056 | |||||||||||
Net loss | (1,199,514) | (1,199,514) | |||||||||||
Issuance of common stock to related parties for debts cancellation | $ 18 | 321,544 | 321,562 | ||||||||||
Issuance of common stock to related parties for debts cancellation (in Shares) | [1] | 25,954 | |||||||||||
Issuance of common stock for acquiring intangible assets | $ 129 | 1,562,871 | 1,563,000 | ||||||||||
Issuance of common stock for acquiring intangible assets (in Shares) | [1] | 184,901 | |||||||||||
Issuance of common stock and prefunded warrants in underwritten public offering, net of issuance costs | $ 260 | 3,457,046 | 3,457,306 | ||||||||||
Issuance of common stock and prefunded warrants in underwritten public offering, net of issuance costs (in Shares) | [1] | 371,629 | |||||||||||
Exercise of prefunded warrants into common stock | $ 58 | 522 | 580 | ||||||||||
Exercise of prefunded warrants into common stock (in Shares) | [1] | 82,858 | |||||||||||
Conversion of convertible note payable | $ 19 | 485,413 | 485,432 | ||||||||||
Conversion of convertible note payable (in Shares) | [1] | 27,739 | |||||||||||
Foreign currency translation adjustments | (5,293) | (5,293) | |||||||||||
Balance at Dec. 31, 2023 | $ 692 | 38,638,562 | (34,774,677) | (177,867) | 3,686,710 | ||||||||
Balance (in Shares) at Dec. 31, 2023 | [1] | 989,137 | |||||||||||
Net loss | (1,713,315) | (1,713,315) | |||||||||||
Issuance of common stock for acquiring intangible assets | $ 139 | 999,861 | 1,000,000 | ||||||||||
Issuance of common stock for acquiring intangible assets (in Shares) | [1] | 198,412 | |||||||||||
Capital contribution | 16,348 | 16,348 | |||||||||||
Additonal shares of common stock round up adjustment due to retroactive effect of 1-for-70 reverse stock split | |||||||||||||
Additonal shares of common stock round up adjustment due to retroactive effect of 1-for-70 reverse stock split (in Shares) | [1] | 8 | |||||||||||
Exercise of prefunded warrants into common stock | $ 82 | 738 | 820 | ||||||||||
Exercise of prefunded warrants into common stock (in Shares) | [1] | 117,142 | |||||||||||
Foreign currency translation adjustments | 79,906 | 79,906 | |||||||||||
Balance at Mar. 31, 2024 | $ 913 | $ 39,655,509 | $ (36,487,992) | $ (97,961) | $ 3,070,469 | ||||||||
Balance (in Shares) at Mar. 31, 2024 | 1,304,699 | [1] | 1,304,699 | [2] | |||||||||
[1] Giving retroactive effect to the 1-for-70 reverse stock split effected on February 27, 2024 Giving retroactive effect to the 1-for-70 reverse stock split effected on February 27, 2024 |
Unaudited Condensed Consolida_6
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | $ (5,044,541) | $ (8,610,581) | $ (11,727,711) | $ (11,746,014) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation | 90,941 | 83,664 | 108,483 | 60,605 |
Amortization of intangible assets | 331,582 | |||
Amortization of debt discounts | 358,284 | 1,023,331 | 1,290,050 | 1,266,861 |
Amortization of operating right-of-use assets | 29,280 | 25,548 | 35,034 | |
Allowance for (recovery of) doubtful accounts, net | 601 | (24,953) | ||
Allowance for credit losses | 153,985 | |||
Inventories write-down | 484 | 8,805 | ||
Stock-based compensation | 819,332 | 819,332 | 1,283,994 | |
Loss from disposal of equipment | 18,362 | |||
Other income from software developing service, net of cost | (1,000,000) | |||
Unrealized loss on marketable securities | 699,140 | |||
Change in operating assets and liabilities | ||||
Accounts receivable | (64,751) | (42,628) | (170,107) | 107,233 |
Account receivable, a related party | 10,116 | |||
Inventories | 350,051 | 2,009 | (204,028) | 151,184 |
Other receivables and other current assets | 251,296 | (275,801) | (352,990) | 5,376 |
Other receivable, a related party | (12,860) | |||
Prepayments | (162,128) | (176,201) | (58,941) | (35,730) |
Accounts payable | 138,889 | (24,990) | 19,588 | (17,648) |
Accounts payable, related parties | (14,095) | (14,061) | (142,642) | |
Customer deposits | (112,220) | 60,318 | 95,787 | (67,237) |
Customer deposits, related parties | (191,698) | |||
Contract liabilities | 16,609 | (12,155) | 107,474 | 47,066 |
Other payables and accrued liabilities | (139,648) | 137,010 | 468,492 | 719,184 |
Other payables, related parties | 14,395 | 1,725 | (112,848) | |
Operating lease liabilities | (27,421) | (25,548) | (34,065) | |
Income tax payables | (30,261) | (11,950) | 49,550 | 14,445 |
Net cash used in operating activities | (4,160,429) | (7,028,342) | (9,560,285) | (8,663,901) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Purchases of equipment | (15,029) | (83,639) | (86,964) | (312,358) |
Proceeds from sale of equipment | 25,720 | 619 | ||
Purchases of intangible asset | (191,642) | |||
Net cash used in investing activities | (206,671) | (83,639) | (61,244) | (311,739) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Payments of deferred offering cost | (15,000) | (15,000) | (93,536) | |
Proceeds from issuance of common stock in initial public offering | 8,235,109 | 8,235,110 | ||
Proceeds from issuance of common stock and prefunded warrants in November 2023 Offering | 3,457,306 | |||
Proceeds received from exercising prefunded warrants | 1,400 | |||
Capital contribution | 16,348 | |||
Proceeds received from insurance loan | 62,966 | |||
Principal payments of insurance loan | (166,369) | (25,876) | (104,271) | |
Payments of related party loan | (3,142) | (3,666) | (4,105) | (5,434) |
Proceeds from issuance of convertible notes | 4,512,092 | 7,732,092 | 7,587,150 | |
Proceeds from issuance of convertible notes, related parties | 1,037,574 | |||
Repayments from related parties | 59,722 | |||
Repayments of convertible notes | (3,367,290) | |||
Repayment of senior note | (65,000) | (65,000) | ||
Repayments to related parties | (1,728,225) | (1,728,225) | (1,898,578) | |
Proceeds from third party loans | 558,084 | 556,719 | 1,476,995 | |
Repayments to third party loans | (1,952,911) | (1,948,132) | ||
Net cash provided by financing activities | 1,219 | 9,514,607 | 12,659,188 | 8,163,893 |
EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS | 78,779 | (153,185) | (289,257) | (186,419) |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (4,287,102) | 2,249,441 | 2,748,402 | (998,166) |
CASH AND CASH EQUIVALENTS, beginning of period | 4,593,634 | 1,845,232 | 1,845,232 | 2,843,398 |
CASH AND CASH EQUIVALENTS, end of period | 306,532 | 4,094,673 | 4,593,634 | 1,845,232 |
SUPPLEMENTAL CASH FLOWS INFORMATION | ||||
Income taxes paid | 29,957 | 4,650 | 46,450 | 1,628 |
Interest paid | 51,333 | 42,998 | 65,679 | 291,433 |
SUPPLEMENTAL NON-CASH FLOWS INFORMATION | ||||
Offering costs paid in the prior period | 93,536 | 93,536 | ||
Beneficial conversion feature resulted from issuance of convertible notes | 539,418 | 749,062 | 1,231,610 | |
Fair value of warrants issued to underwriter | 175,349 | 175,349 | ||
Fair value of warrants issued to consultant | 856,170 | 856,170 | ||
Fair value of common stock issued to consultant | 439,332 | 819,332 | ||
Recognition of operating right-of-use asset and lease liability | 87,788 | 98,795 | ||
Recognition of accrued restoration cost in a lease | 24,664 | |||
Conversion of convertible note payable, net of unamortized discounts | 1,811,070 | 14,097,414 | 14,476,367 | |
Conversion of convertible note payable, related parties | 2,437,574 | 2,437,574 | ||
Insurance premium prepaid by insurance loan | $ 264,563 | |||
Financing insurance premium by obtained an insurance loan | 264,563 | |||
Marketable securities received as in exchange of software developing service | 1,000,000 | |||
Issuance of common stock to related parties for debts cancellation | 321,562 | |||
Issuance of common stock for acquiring intangible assets | $ 2,563,000 |
Nature of Business and Organiza
Nature of Business and Organization | 9 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Jun. 30, 2023 | |
Nature of Business and Organization [Abstract] | ||
Nature of business and organization | Note 1 – Nature of business and organization Treasure Global Inc. (“TGL” or the “Company”) is a holding company incorporated on March 20, 2020, under the laws of the State of Delaware. The Company has no substantive operations other than holding all of the outstanding shares of ZCity Sdn. Bhd. (“ZCITY”), (formerly known as Gem Reward Sdn. Bhd, underwent a name change on July 20, 2023). ZCITY was originally established under the laws of the Malaysia on June 6, 2017, through a reverse recapitalization. On March 11, 2021, TGL completed a reverse recapitalization (“Reorganization”) under common control of its then existing stockholders, who collectively owned all of the equity interests of ZCITY prior to the Reorganization through a Share Swap Agreement. ZCITY is under common control of the same stockholders of TGL through a beneficial ownership agreement, which results in the consolidation of ZCITY and has been accounted for as a Reorganization of entities under common control at carrying value. Before and after the Reorganization, the Company, together with its subsidiaries is effectively controlled by the same stockholders, and therefore the Reorganization is considered as a recapitalization of entities under common control in accordance with Accounting Standards Codification (“ASC”) 805-50-25. The consolidation of the Company and its subsidiaries have been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying unaudited condensed consolidated financial statements in accordance with ASC 805-50-45-5. The Company, through its wholly owned subsidiary, ZCITY, engages in the payment processing industry and operate an online-to-offline (“O2O”) e-commerce platform known as “ZCITY”. The Company has extensive business interests in creating an innovative O2O e-commerce platform with an instant rebate and affiliate cashback program business model, focusing on providing a seamless payment solution and capitalizing on big data using artificial intelligence technology. The Company’s proprietary product is an internet application (or “app”) called “ZCITY App”. ZCITY App drives user app download and transactions by providing instant rebate and cashback. The Company aims to transform and simplify a user’s e-payment gateway experience by providing great deals, rewards and promotions with every use in an effort to make it Malaysia’s top reward and payment gateway platform. On April 12, 2023, the Company entered into a share sale agreement (the “Agreement”) with Damanhuri Bin Hussien (“DBH”), an unrelated party. Pursuant to the Agreement, the Company agreed to purchase 10,000 units of ordinary shares, representing a 100% equity interest in Foodlink Global Sdn. Bhd. (“Foodlink”), along with its two wholly-owned subsidiaries, Morgan Global Sdn. Bhd (“Morgan”) and AY Food Ventures Sdn. Bhd. (“AY Food”), for a consideration of approximately $3,000 from DBH. Foodlink, Morgan, and AY Food are engaged in the operation of sub-licensing restaurant branding and the selling and trading of food and beverage products. Since Foodlink, Morgan, and AY Food are blank check companies that were incorporated in January 2023 without any operating history prior to the acquisition, the acquisition of these entities is immaterial to the Company’s unaudited condensed consolidated financial statements. The accompanying unaudited condensed consolidated financial statements reflect the activities of TGL and each of the following entities. Name Background Ownership ZCity Sdn Bhd (formerly known as Gem Reward Sdn. Bhd.) (“ZCITY”) ● A Malaysian company 100% owned by TGL Foodlink Global Sdn. Bhd. (“Foodlink”) ● A Malaysian company 100% owned by TGL Morgan Global Sdn. Bhd. (“Morgan”) ● A Malaysian company 100% owned by Foodlink AY Food Ventures Sdn. Bhd. (“AY Food”) ● A Malaysian company 100% owned by Foodlink | Note 1 – Nature of business and organization Treasure Global Inc. (“TGL” or the “Company”) is a holding company incorporated on March 20, 2020, under the laws of the State of Delaware. The Company has no substantive operations other than holding all of the outstanding shares of Gem Reward Sdn. Bhd. (“GEM”), which was established under the laws of the Malaysia on June 6, 2017, through a reverse recapitalization. On March 11, 2021, TGL completed a reverse recapitalization (“Reorganization”) under common control of its then existing stockholders, who collectively owned all of the equity interests of GEM prior to the Reorganization through a Share Swap Agreement. GEM is under common control of the same stockholders of TGL through a beneficial ownership agreement, which results in the consolidation of GEM and has been accounted for as a Reorganization of entities under common control at carrying value. Before and after the Reorganization, the Company, together with its subsidiaries is effectively controlled by the same stockholders, and therefore the Reorganization is considered as a recapitalization of entities under common control in accordance with Accounting Standards Codification (“ASC”) 805-50-25. The consolidation of the Company and its subsidiaries have been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements in accordance with ASC 805-50-45-5. The Company, through its wholly owned subsidiary, GEM, engages in the payment processing industry and operate an online-to-offline (“O2O”) e-commerce platform known as “ZCITY”. The Company has extensive business interests in creating an innovative O2O e-commerce platform with an instant rebate and affiliate cashback program business model, focusing on providing a seamless payment solution and capitalizing on big data using artificial intelligence technology. The Company’s proprietary product is an internet application (or “app”) called “ZCITY App”. ZCITY App drives user app download and transactions by providing instant rebate and cashback. The Company aims to transform and simplify a user’s e-payment gateway experience by providing great deals, rewards and promotions with every use in an effort to make it Malaysia’s top reward and payment gateway platform. On April 12, 2023, the Company entered into a share sale agreement (the “Agreement”) with Damanhuri Bin Hussien (“DBH”), an unrelated party. Pursuant to the Agreement, the Company agreed to purchase 10,000 units of ordinary shares, representing a 100% equity interest in Foodlink Global Sdn Bhd (“Foodlink”), along with its two wholly owned subsidiaries, Morgan Global Sdn. Bhd (“Morgan”) and AY Food Ventures Sdn. Bhd. (“AY Food”), for a consideration of MYR12,000 (approximately $3,000) from DBH. Foodlink, Morgan, and AY Food are engaged in the operation of sub-licensing restaurant branding and the selling and trading of food and beverage products. Since Foodlink, Morgan, and AY Food are blank check companies that were incorporated in January 2023 without any operating history prior to the acquisition, the acquisition of these entities is immaterial to the Company’s consolidated financial statements. The accompanying consolidated financial statements reflect the activities of TGL and each of the following entities. Name Background Ownership Gem Reward Sdn. Bhd. (“GEM”) ● A Malaysian company Operated O2O e-commerce platform known as ZCITY Foodlink Global Sdn Bhd (“Foodlink”), ● A Malaysian company 100% owned by TGL Morgan Global Sdn. Bhd (“Morgan”) ● A Malaysian company 100% owned by Foodlink AY Food Ventures Sdn. Bhd. (“AY Food”), ● A Malaysian company 100% owned by Foodlink |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Jun. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | ||
Summary of significant accounting policies | Note 2 – Summary of significant accounting policies Going concern In assessing the Company’s liquidity and the significant doubt about its ability to continue as a going concern, the Company monitors and analyzes cash on hand and operating expenditure commitments. The Company’s liquidity needs are to meet working capital requirements and operating expense obligations. To date, the Company has financed its operations primarily through cash flows from contributions from stockholders, issuance of convertible notes from third parties and related parties, related party loans, its initial underwritten public offering (the “Offering”), and its underwritten public offering (the “November 2023 Offering”). The Company’s management has considered whether there is substantial doubt about its ability to continue as a going concern due to: (1) recurring loss from operations of approximately $4.4 million for the nine months ended March 31, 2024; (2) accumulated deficit of approximately $36.5 million as of March 31, 2024; and (3) net operating cash outflow of approximately $4.2 million for the nine months ended March 31, 2024. On August 15, 2022, the Company closed its Offering of 32,857 (2,300,000 pre reverse split) shares of common stock, par value $0.00001 per share, at $280 ($4.00 pre reverse split) per share. The Company received aggregate net proceeds from the closing of approximately $8.2 million, after deducting underwriting discounts, commissions, fees, and other estimated offering expenses. From February 2023 to June 2023, the Company issued two convertible notes to a third party, in an aggregate principal amount of $5,500,000. Upon completion of these transactions, the Company received $5,060,000 in net proceeds from this third party, net of debt discount. The convertible notes accrue or will accrue interest expense at 4% per annum and have a 12-month term. On November 30, 2023, the Company closed its November 2023 Offering of (i) 371,628 (26,014,000 pre reverse split) shares of common stock, par value $0.00001 per share, at a public offering price of $0.10 per share of Common Stock and (ii) 14,000,000 pre-funded warrants (the “Pre-Funded Warrants”), each with the right to purchase 0.01 (one share pre reverse split) of Common Stock, at a public offering price of $0.0999 per Pre-Funded Warrants. Upon closing of the November 2023 Offering, the Company received an aggregate net proceed of approximately $3.5 million, after deducting underwriting discounts, and non-accountable expense. Despite receiving the net proceeds from its Offering, November 2023 Offering, and the issuance of convertible notes, the Company’s management is of the opinion that it will not have sufficient funds to meet the Company’s working capital requirements and debt obligations as they become due starting from one year from the date of this report due to the recurring loss. Therefore, management has determined that there is a significant doubt about its ability to continue as a going concern. If the Company is unable to generate significant revenue, it may be required to curtail or cease its operations. Management is trying to alleviate the going concern risk through the following sources: ● Equity financing to support its working capital; ● Other available sources of financing (including debt) from Malaysian banks and other financial institutions; and ● Financial support and credit guarantee commitments from the Company’s related parties. There, however, is no guarantee that the substantial doubt about the Company’s ability to continue as a going concern will be alleviated. Basis of presentation The accompanying unaudited condensed consolidated financial statements of the Company has been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC and pursuant to Regulation S-X. Certain information and footnote disclosures, which are normally included in annual financial statements prepared in accordance with U.S. GAAP, have been omitted pursuant to those rules and regulations. The unaudited condensed financial information should be read in conjunction with the audited financial statements and the notes thereto, included in the Form 10-K for the fiscal year ended June 30, 2023. In the opinion of management, all adjustments (including normal recurring adjustments) necessary to present a fair statement of the Company’s unaudited financial position as of March 31, 2024, its unaudited results of operations for the three and nine months ended March 31, 2024 and 2023, and its unaudited cash flows for the nine months ended March 31, 2024 and 2023, as applicable, have been made. The unaudited results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods. Principles of consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and include the assets, liabilities, revenues and expenses of the subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation. Subsidiary is entity in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors. Enterprise wide disclosure The Company’s Chief Operating Decision Makers (CODM), which include the Chief Executive Officer and their direct reports, review financial information presented on a consolidated basis. This information is accompanied by a breakdown of revenues from different revenue streams, facilitating resource allocation and financial performance evaluation. The reporting of operating segments aligns with the internal reports provided to the CODM, a group composed of specific members of the Company’s management team. As of March 31, 2024, the Company had two operating segments: (1) revenue generated from the ZCITY platform and (2) revenue from food and beverage products, along with sublicensing revenue. However, upon assessing both the qualitative and quantitative criteria outlined in ASC 280, ‘Segment Reporting,’ it was determined that the operating segments related to food and beverage product revenue and sublicensing revenue did not meet the quantitative criteria. Consequently, the Company considers itself to be operating within a single reportable segment. Use of estimates The preparation of these unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in our unaudited condensed consolidated financial statements include the estimated retail price per point and estimated breakage to calculate the revenue recognized in our loyalty program revenue, useful lives of property and equipment, impairment of long-lived assets, allowance for credit loss, write-down for estimated obsolescence or unmarketable inventories, realization of deferred tax assets and uncertain tax position, fair value of our stock price to determine the beneficial conversion feature (“BCF”) within the convertible note, fair value of the stock-based compensation, fair value of the marketable securities, and fair value of the warrants issued. Actual results could differ from these estimates. Foreign currency translation and transaction 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 unaudited condensed consolidated statements of operations and comprehensive loss. The reporting currency of the Company is United States Dollars (“US$”) and the accompanying unaudited condensed consolidated financial statements have been expressed in US$. The Company’s subsidiaries in Malaysia conducts their businesses and maintains their books and record in the local currency, Malaysian Ringgit (“MYR” or “RM”), as its functional currency. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive gain or loss within the unaudited condensed consolidated statements of changes in stockholders’ deficiency. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the unaudited condensed consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the unaudited condensed consolidated balance sheets. Translation of foreign currencies into US$1 have been made at the following exchange rates for the respective periods: As of March 31, June 30, Period-end MYR: US$1 exchange rate 4.72 4.67 For the nine months ended 2024 2023 Period-average MYR: US$1 exchange rate 4.68 4.53 Cash and cash equivalents Cash is carried at cost and represent cash on hand, time deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less. Cash equivalents consist of funds received from customer, which funds were held at the third-party platform’s fund account, and which are unrestricted and immediately available for withdrawal and use. Accounts receivable, net Accounts receivable are recorded at the invoiced amount less an allowance for any uncollectible accounts and do not bear interest. The Company provides various payment terms from cash due on delivery to 90 days based on customer’s credibility. Accounts receivable include money due from sales of health care product on its ZCITY platform as well as sublicensing revenue, and sales of food and beverage products. Starting from July 1, 2023, the Company adopted ASU No.2016-13 “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASC Topic 326”). The Company used a modified retrospective approach, and the adoption does not have an impact on our unaudited condensed consolidated financial statements. The carrying value of accounts receivable is reduced by an allowance for credit losses that reflects the Company’s best estimate of the amounts that will not be collected. An allowance for credit losses is recorded in the period when a loss is probable based on an assessment of specific evidence indicating collection is unlikely, historical bad debt rates, accounts aging, financial conditions of the customer and industry trends. Management also periodically evaluates individual customer’s financial condition, credit history, and the current economic conditions to make adjustments in the allowance for credit losses when it is considered necessary. Account balances are charged off against the allowance for credit losses after all means of collection have been exhausted and the potential for recovery is considered remote. The Company’s management continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary. As of March 31, 2024 and June 30, 2023, the Company recorded $152,831 and $214 of allowance for credit loss, respectively. For the nine months ended March 31, 2024 and 2023, the Company record $153,985 and $0 additional allowance for credit loss against accounts receivable, respectively. For the three months ended March 31, 2024 and 2023, the Company record $101,860 and $0 additional allowance for credit loss against accounts receivable, respectively. Inventories Inventories are stated at the lower of cost or net realizable value, cost being determined on a first in first out method. Costs include gift card or “E-voucher” pin code which are purchased from the Company’s suppliers as merchandized goods or store credit. Costs also included health care products, foods and beverage products which are purchased from the Company’s suppliers as merchandized goods. Management compares the cost of inventories with the net realizable value and if applicable, an allowance is made for writing down the inventory to its net realizable value, if lower than cost. On an ongoing basis, inventories are reviewed for potential write-down for estimated obsolescence or unmarketable inventories which equals the difference between the costs of inventories and the estimated net realizable value based upon forecasts for future demand and market conditions. When inventories are written-down to the lower of cost or net realizable value, it is not marked up subsequently based on changes in underlying facts and circumstances. For the three and nine months ended March 31, 2024, the Company recorded $0 and $484 write-down for inventories. For the three and nine months ended March 31, 2023, the Company did not record any write-down for inventories. Other receivables and other current assets Other receivables and other current assets primarily include prepayment made by the Company to third parties for cyber security service, director & officer liability insurance (“D&O Insurance”), other professional fee. Other receivables and other current assets also include refundable advance to third party service provider, and other deposits. Management regularly reviews the aging of receivables and changes in payment trends and records allowances when management believes collection of amounts due are at risk. Accounts considered uncollectable are written off against allowances after exhaustive efforts at collection are made. As of March 31, 2024 and June 30, 2023, no allowance for doubtful account was recorded. Prepayments Prepayments and deposits are mainly cash deposited or advanced to suppliers for future inventory purchases. This amount is refundable and bears no interest. For any prepayments determined by management that such advances will not be in receipts of inventories, services, or refundable, the Company will recognize an allowance account to reserve such balances. Management reviews its prepayments on a regular basis to determine if the allowance is adequate, and adjusts the allowance when necessary. Delinquent account balances are written-off against allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. The Company’s management continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary. As of March 31, 2024 and June 30, 2023, no allowance for doubtful account was recorded. Property and equipment, net Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets with no residual value. The estimated useful lives are as follows: Expected Computer and office equipment 5 years Furniture and fixtures 3-5 years Motor vehicles 5 years Leasehold improvement 3 years The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the unaudited condensed consolidated statements of operations and comprehensive loss. Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals and betterments, which are expected to extend the useful life of assets, are capitalized. The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives. Intangible assets, net The Company’s acquired intangible assets with definite useful lives only consist of internal used software. The Company amortizes its intangible assets with definite useful lives over their estimated useful lives and reviews these assets for impairment. The Company typically amortizes its internal use software with definite useful lives on a straight-line basis over the shorter of the contractual terms or the estimated economic lives, which is determined to be approximately one five Impairment for long-lived assets Long-lived assets, including property and equipment with finite lives are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. As of March 31, 2024 and June 30, 2023, no Investment in marketable securities The Company follows the provisions of ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities Customer deposits Customer deposits represent amounts advanced by customers on service order. Customer deposits are reduced when the related sale is recognized in accordance with the Company’s revenue recognition policy. Additionally, customer deposits also include unamortized member subscription revenue. Convertible notes The Company evaluates its convertible notes to determine if those contracts or embedded components of those contracts qualify as derivatives. The result of this accounting treatment is that the fair value of the embedded derivative is recorded at fair value each reporting period and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statements of operations as other income or expense. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. If the conversion features of conventional convertible debt provide for a rate of conversion that is below market value at issuance, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20 “Debt with Conversion and Other Options.” In those circumstances, the convertible debt is recorded net of the discount related to the BCF, and the Company amortizes the discount to interest expense, over the life of the debt. Upon conversion, the carrying amount of the convertible note, net of the unamortized discount shall be reduced by, if any, the cash (or other assets) transferred and then shall be recognized in the capital accounts to reflect the shares issued and no gain or loss is recognized pursuant to ASC Topic 470-20-40-4. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. As the Company’s warrants meet all of the criteria for equity classification, so the Company classified each warrant as its own equity. Revenue recognition The Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (ASC Topic 606) for all periods presented. The core principle underlying the revenue recognition of this ASU allows the Company to recognize - revenue that represents the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This will require the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer. To achieve that core principle, the Company applies five-step model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation. The Company accounts for a contract with a customer when the contract is committed in writing, the rights of the parties, including payment terms, are identified, the contract has commercial substance and consideration is probable of substantially collection. Revenue recognition policies for each type of revenue stream are as follows: Product revenue - Performance obligations satisfied at a point in time The Company primarily sells discounted gift cards (or E-vouchers) from retailers, health care products and computer products through individual order directly through the Company’s online marketplace platform and its mobile application (“ZCITY”). In addition, the Company through its subsidiaries, Morgan and AY Food, engages in sales of food and beverage products. When the Company is acting as a principal in the transaction, the Company accounts for the revenue generated from its sales of E-vouchers, health care products, computer products, and food and beverage product on a gross basis as the Company is responsible for fulfilling the promise to provide the specified goods, which the Company has control of the goods and has the ability to direct the use of goods to obtain substantially all the benefits. In making this determination, the Company assesses whether it is primarily obligated in these transactions, is subject to inventory risk, has latitude in establishing prices, or has met several but not all of these indicators in accordance with ASC 606-10-55-36 through 40. The Company determined that it is primarily responsible for fulfilling the promise to provide the specified good as the Company directly purchases and pays for in full the applicable E-voucher, health care products and computer products from the vendors prior to posting of such products for sale on its online marketplace platform and prior to taking any orders for sales of such products. Meanwhile, the Company maintained an average daily inventory of approximately $274,198 to support an average 3.7 days of sales during the nine months ended March 31, 2024, which demonstrate the Company had control over the products prior to selling it to the customers as the ownership of the products did not transfer momentarily to the customer after the Company purchased the products from vendors. In addition, the Company cannot return the products to the vendors due to lack of sales which demonstrated that the Company is subject to inventory risk, and it has discretion in establishing the price of the products which has demonstrated that the Company has the ability to direct the use of that good or service and obtain substantially all of the remaining benefits. In certain instances, the Company is acting as an agent in the transaction and is engaging in drop shipping arrangements for health care, food, and beverage products, where the products were shipped directly from the vendors to the customers. In these drop shipping transactions, the Company was not primarily responsible for fulfilling the promise to deliver the products to the customers, and as a result, did not exercise control over the goods or assume any inventory risks. Therefore, the Company determined that revenue from sales of products under the drop shipping arrangements were recognized on a net basis. The Company recognizes the sales of E-vouchers, health care products, computer products, and food and beverage products revenue when the control of the specified goods is transferred to its customer. No refund or return policy is provided to the customer. For the three and nine months ended March 31, 2024, $48,576 and $381,701 of product revenues are related to non-spending related activities with the same amount recorded as selling expenses, respectively. For the three and nine months ended March 31, 2023, $458,219 and 1,506,795 of product revenues are related to non-spending related activities with the same amount recorded as selling expenses, respectively. Loyalty program - Performance obligations satisfied at a point in time The Company’s ZCITY reward loyalty program allows members to earn points on purchases that can be redeemed for rewards that include discounts on future purchases. When members purchase the Company’s product or make purchase with the Company’s participated vendor through ZCITY, the Company allocate the transaction price between the product and service, and the reward points earned based on the relative stand-alone selling prices and expected point redemption. The portion allocated to the reward points is initially recorded as contract liability and subsequently recognized as revenue upon redemption or expiration. The two primary estimates utilized to record the contract liabilities for reward points earned by members are the estimated retail price per point and estimated breakage. The estimated retail price per point is based on the actual historical retail prices of product purchased or service obtained through the redemption of reward points. The Company estimate breakage of reward points based on historical redemption rates. The Company continually evaluates its methodology and assumptions based on developments in retail price per point redeemed, redemption patterns and other factors. Changes in the retail price per point and redemption rates have the effect of either increasing or decreasing the contract liabilities through current period revenue by an amount estimated to represent the retail value of all points previously earned but not yet redeemed by loyalty program members as of the end of the reporting period. Transactions revenue - Performance obligations satisfied at a point in time The transactions revenues primarily consist of fees charged to merchants for participating in ZCITY upon successful sales transaction and payment service taken place between the merchants and their customers online. The Company earns transaction revenue from merchants when transactions are completed on certain retail marketplaces. Such revenue is generally determined as a percentage based on the value of merchandise or services being sold by the merchants. In connection with the transaction revenue, the Company offers to share the profit of the transaction (“agent commission”) to the agents who has referred merchants to participating in Company’s online marketplace platform and in ZCITY. Transaction revenue is recognized, net of agent commission, in the unaudited condensed consolidated statements of operations at the time when the underlying transaction is completed. Member subscription revenue - Performance obligations satisfied over time In order to attract more customer to engage with the Company’s online marketplace and in ZCITY, the Company provides membership subscription to the customers to join the Zmember program, a membership program that provides member with benefits which included exclusive saving, bonus, and referral rewards. Member subscription revenue primarily consists of fees charge to customers who sign up for Zmember. As the Company provides customers with 6 months member subscription service in general, member subscription revenue is recognized in the unaudited condensed consolidated statement of operation over the time across the subscription period. Sublicense revenue - Performance obligations satisfied over time The Company, through its wholly-owned subsidiaries, Morgan and AY Food, generates revenue by sublicensing the right to use the Licensor’s Trademark to its customers. Since the sublicense fee is charged to customers on a monthly basis throughout the contractual period, the Company recognizes sublicense revenue in the unaudited condensed consolidated statements of operations over the duration of the contract. Furthermore, the Company establishes itself as the principal in these arrangements, as it possesses the latitude to establish pricing and assumes the inventory risk associated with fulfilling the minimum payment obligations to the Trademark’s licensor regardless of the number of sublicensees engaged by the Company during the license period. Disaggregated information of revenues by products/services are as follows: For the three months ended For the nine months ended March 31, March 31, 2024 2023 2024 2023 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Gift card or “E-voucher” revenue (1) $ 1,213,360 $ 17,815,306 $ 20,083,266 $ 53,265,957 Health care products, computer products, and food and beverage products revenue (1) 226,587 74,445 952,853 151,445 Loyalty program revenue (1) 15,254 213,663 123,071 452,352 Transaction revenue (1) 13,666 20,742 49,741 53,086 Member subscription revenue (2) 84,235 27,957 405,659 229,781 Sublicense revenue (2) 43,027 - 159,239 - Total revenues $ 1,596,129 $ 18,152,113 $ 21,773,829 $ 54,152,621 (1) Revenue recognized at a point in time. (2) Revenue recognized over time. Cost of revenue Cost of revenue sold mainly consists of the purchases of the gift card or “E-voucher” pin code, and health care products which is directly attributable to the sales of product on the Company’s online marketplace platform. In addition, cost of revenue sold also consists of purchase of food and beverage products for resales and license payment to Trademark’s licensor for sublicense revenue. Advertising costs Advertising costs amounted to $231,915 and $1,148,729 for the three and nine months ended March 31, 2024 respectively. Advertising costs amounted to $865,707 and $2,834,157 for the three and nine months ended March 31, 2023, respectively. Research and development Research and development expenses include salaries and other compensation-related expenses to the Company’s research and product development personnel, and related expenses for the Company’s research and product development team. Research and development expenses amounted to $181,502 and $402,130 for the three and nine months ended March 31, 2024, respectively. Research and development expenses amounted | Note 2 – Summary of significant accounting policies Going concern In assessing the Company’s liquidity and the significant doubt about its ability to continue as a going concern, the Company monitors and analyzes cash on hand and operating expenditure commitments. The Company’s liquidity needs are to meet working capital requirements and operating expense obligations. To date, the Company has financed its operations primarily through cash flows from contributions from stockholders, issuance of convertible notes from third parties and related parties, related party loans, and its initial underwritten public offering (the “Offering”). The Company’s management has considered whether there is substantial doubt about its ability to continue as a going concern due to: (1) recurring loss from operations of approximately $10.2 million for the year ended June 30, 2023; (2) accumulated deficit of approximately $31.4 million as of June 30, 2023; and (3) net operating cash outflow of approximately $9.6 million for the year ended June 30, 2023. On August 15, 2022, the Company closed its Offering of 2,300,000 shares of common stock, par value $0.00001 per share, at $4.00 per share. The Company received aggregate net proceeds from the closing of approximately $8.2 million, after deducting underwriting discounts, commissions, fees, and other estimated offering expenses. From February 2023 to June 2023, the Company issued two convertible notes to a third party, in an aggregate principal amount of $5,500,000. Upon completion of these transactions, the Company received $5,060,000 in net proceeds from this third party, net of debt discount. The convertible notes accrue or will accrue interest expense at 4% per annum and have a 12-month term. Despite receiving the net proceeds from its Offering and the issuance of convertible notes, the Company’s management is of the opinion that it will not have sufficient funds to meet the Company’s working capital requirements and debt obligations as they become due starting from one year from the date of this report due to the recurring loss. Therefore, management has determined that there is a significant doubt about its ability to continue as a going concern. If the Company is unable to generate significant revenue, it may be required to curtail or cease its operations. Management is trying to alleviate the going concern risk through the following sources: ● Equity financing to support its working capital; ● Other available sources of financing (including debt) from Malaysian banks and other financial institutions; and ● Financial support and credit guarantee commitments from the Company’s related parties. There, however, is no guarantee that the substantial doubt about the Company’s ability to continue as a going concern will be alleviated. Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for information pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”). Principles of consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation. A subsidiary is an entity in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors. Enterprise wide disclosure The Company’s Chief Operating Decision Makers (CODM), which include the Chief Executive Officer and their direct reports, review financial information presented on a consolidated basis. This information is accompanied by a breakdown of revenues from different revenue streams, facilitating resource allocation and financial performance evaluation. The reporting of operating segments aligns with the internal reports provided to the CODM, a group composed of specific members of the Company’s management team. As of June 30, 2023, the Company had two operating segments: (1) revenue generated from the ZCITY platform and (2) revenue from food and beverage products, along with sublicensing revenue. However, upon assessing both the qualitative and quantitative criteria outlined in ASC 280, ‘Segment Reporting,’ it was determined that the operating segments related to food and beverage product revenue and sublicensing revenue did not meet the quantitative criteria. Consequently, the Company considers itself to be operating within a single reportable segment. Use of estimates The preparation of these consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in our consolidated financial statements include the estimated retail price per point and estimated breakage to calculate the revenue recognized in our loyalty program revenue, the useful lives of property and equipment, impairment of long-lived assets, allowance for doubtful accounts, write-down for estimated obsolescence or unmarketable inventories, realization of deferred tax assets and uncertain tax position, fair value of our stock price to determine the beneficial conversion feature (“BCF”) within the convertible note, fair value of the stock-based compensation, and fair value of the warrants issued. Actual results could differ from these estimates. Foreign currency translation and transaction 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 Consolidated Statements of Operations and Comprehensive Loss. The reporting currency of the Company is United States Dollars (“US$”) and the accompanying consolidated financial statements have been expressed in US$. The Company’s subsidiaries in Malaysia conducts their businesses and maintains their books and record in the local currency, Malaysian Ringgit (“MYR” or “RM”), as its functional currency. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive gain or loss within the consolidated statements of changes in stockholders’ deficiency. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. Translation of foreign currencies into US$1 have been made at the following exchange rates for the respective periods: As of June 30, June 30, Period-end MYR: US$1 exchange rate 4.67 4.41 For the years ended June 30, 2023 2022 Period-average MYR: US$1 exchange rate 4.49 4.23 Cash and cash equivalents Cash is carried at cost and represent cash on hand, time deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less. Cash equivalents consist of funds received from customer, which funds were held at the third-party platform’s fund account, and which are unrestricted and immediately available for withdrawal and use. Accounts receivable, net Accounts receivable are recorded at the invoiced amount less an allowance for any uncollectible accounts and do not bear interest. The Company provides various payment terms from cash due on delivery to 90 days based on customer’s credibility. Accounts receivable include money due from agent subscription and sales of health care product on its ZCITY platform as well as sublicensing revenue and sales of food and beverage products. Management reviews the adequacy of the allowance for doubtful accounts on an ongoing basis, using historical collection trends and aging of receivables. Management also periodically evaluates individual customer’s financial condition, credit history, and the current economic conditions to make adjustments in the allowance when it is considered necessary. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company’s management continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary. As of June 30, 2023 and 2022, the Company recorded $214, and $227 of allowance for doubtful account, respectively. For the years ended June 30, 2023 and 2022, the Company record $601 and $0 additional allowance doubtful account against accounts receivable, respectively. For the years ended June 30, 2023 and 2022, the Company recovered doubtful account from accounts receivable amounted to $0 and $24,953, respectively. Inventories Inventories are stated at the lower of cost or net realizable value, cost being determined on a first in first out method. Costs include gift card or “E-voucher” pin code which are purchased from the Company’s suppliers as merchandized goods or store credit. Costs also included health care products, foods and beverage products which are purchased from the Company’s suppliers as merchandized goods. Management compares the cost of inventories with the net realizable value and if applicable, an allowance is made for writing down the inventory to its net realizable value, if lower than cost. On an ongoing basis, inventories are reviewed for potential write-down for estimated obsolescence or unmarketable inventories which equals the difference between the costs of inventories and the estimated net realizable value based upon forecasts for future demand and market conditions. When inventories are written-down to the lower of cost or net realizable value, it is not marked up subsequently based on changes in underlying facts and circumstances. For the years ended June 30, 2023 and 2022, $0 and $8,805 write-down for inventories were recorded, respectively. Other receivables and other current assets Other receivables and other current assets primarily include prepayment made by the Company to third parties for cyber security service, director & officer liability insurance (“D&O Insurance”), other professional fee. Other receivables and other current assets also include refundable advance to third party service provider, and other deposits. I Management regularly reviews the aging of receivables and changes in payment trends and records allowances when management believes collection of amounts due are at risk. Accounts considered uncollectable are written off against allowances after exhaustive efforts at collection are made. As of June 30, 2023 and 2022, no Prepayments Prepayments and deposits are mainly cash deposited or advanced to suppliers for future inventory purchases. This amount is refundable and bears no interest. For any prepayments determined by management that such advances will not be in receipts of inventories, services, or refundable, the Company will recognize an allowance account to reserve such balances. Management reviews its prepayments on a regular basis to determine if the allowance is adequate, and adjusts the allowance when necessary. Delinquent account balances are written-off against allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. The Company’s management continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary. As of June 30, 2023 and 2022, no Property and equipment, net Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets with no residual value. The estimated useful lives are as follows: Expected Computer and office equipment 5 years Furniture and fixtures 3-5 years Motor vehicles 5 years Leasehold improvement 3 years The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the consolidated statements of operations and comprehensive loss. Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals and betterments, which are expected to extend the useful life of assets, are capitalized. The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives. Impairment for long-lived assets Long-lived assets, including property and equipment with finite lives are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. As of June 30, 2023 and 2022, no Deferred offering costs Deferred offering costs represents costs associated with the Company’s Offering on August 15, 2022. The deferred offering costs had been netted against the proceeds received from the Offering. Customer deposits Customer deposits represent amounts advanced by customers on service order. Customer deposits are reduced when the related sale is recognized in accordance with the Company’s revenue recognition policy. Customer deposits also represent unamortized member subscription revenue. Convertible notes The Company evaluates its convertible notes to determine if those contracts or embedded components of those contracts qualify as derivatives. The result of this accounting treatment is that the fair value of the embedded derivative is recorded at fair value each reporting period and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statements of operations as other income or expense. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. If the conversion features of conventional convertible debt provide for a rate of conversion that is below market value at issuance, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20 “Debt with Conversion and Other Options.” In those circumstances, the convertible debt is recorded net of the discount related to the BCF, and the Company amortizes the discount to interest expense, over the life of the debt. Upon conversion, the carrying amount of the convertible note, net of the unamortized discount shall be reduced by, if any, the cash (or other assets) transferred and then shall be recognized in the capital accounts to reflect the shares issued and no gain or loss is recognized pursuant to ASC Topic 470-20-40-4. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. As the Company’s warrants meet all of the criteria for equity classification, so the Company classified each warrant as its own equity. Revenue recognition The Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (ASC Topic 606) for all periods presented. The core principle underlying the revenue recognition of this ASU allows the Company to recognize - revenue that represents the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This will require the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer. To achieve that core principle, the Company applies five-step model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation. The Company accounts for a contract with a customer when the contract is committed in writing, the rights of the parties, including payment terms, are identified, the contract has commercial substance and consideration is probable of substantially collection. Revenue recognition policies for each type of revenue stream are as follows: Product revenue - Performance obligations satisfied at a point in time The Company primarily sells discounted gift cards (or E-vouchers) from retailers, health care products and computer products through individual order directly through the Company’s online marketplace platform and its mobile application (“ZCITY”). In addition, the Company through its subsidiaries, Morgan and AY Food, engages in sales of food and beverage products. When the Company is acting as a principal in the transaction, the Company accounts for the revenue generated from its sales of E-vouchers, health care products, computer products, and food and beverage product on a gross basis as the Company is r responsible for fulfilling the promise to provide the specified goods, which the Company has control of the goods and has the ability to direct the use of goods to obtain substantially all the benefits. In making this determination, the Company assesses whether it is primarily obligated in these transactions, is subject to inventory risk, has latitude in establishing prices, or has met several but not all of these indicators in accordance with ASC 606-10-55-36 through 40. The Company determined that it is primarily responsible for fulfilling the promise to provide the specified good as the Company directly purchases and pays for in full the applicable E-voucher, health care products and computer products from the vendors prior to posting of such products for sale on its online marketplace platform and prior to taking any orders for sales of such products. Meanwhile, the Company maintained an average daily inventory of approximately $403,994 to support an average 2.1 days of sales during the year ended June 30, 2023, which demonstrate the Company had control over the products prior to selling it to the customers as the ownership of the products did not transfer momentarily to the customer after the Company purchased the products from vendors. In addition, the Company cannot return the products to the vendors due to lack of sales which demonstrated that the Company is subject to inventory risk, and it has discretion in establishing the price of the products which has demonstrated that the Company has the ability to direct the use of that good or service and obtain substantially all of the remaining benefits. In certain instances, the Company is acting as an agent in the transaction and is engaging in drop shipping arrangements for health care, food, and beverage products, where the products were shipped directly from the vendors to the customers. In these drop shipping transactions, the Company was not primarily responsible for fulfilling the promise to deliver the products to the customers, and as a result, did not exercise control over the goods or assume any inventory risks. Therefore, the Company determined that revenue from sales of products under the drop shipping arrangements were recognized on a net basis. The Company recognizes the sales of E-vouchers, health care products, computer products, and food and beverage products revenue when the control of the specified goods is transferred to its customer. No refund or return policy is provided to the customer. For the years ended June 30, 2023 and 2022, approximately $1.8 million and $2.8 million of product revenues are related to non-spending related activities with the same amount recorded as selling expenses, respectively. Loyalty program - Performance obligations satisfied at a point in time The Company’s ZCITY reward loyalty program allows members to earn points on purchases that can be redeemed for rewards that include discounts on future purchases. When members purchase the Company’s product or make purchase with the Company’s participated vendor through ZCITY, the Company allocate the transaction price between the product and service, and the reward points earned based on the relative stand-alone selling prices and expected point redemption. The portion allocated to the reward points is initially recorded as contract liability and subsequently recognized as revenue upon redemption or expiration. The two primary estimates utilized to record the contract liabilities for reward points earned by members are the estimated retail price per point and estimated breakage. The estimated retail price per point is based on the actual historical retail prices of product purchased or service obtained through the redemption of reward points. The Company estimate breakage of reward points based on historical redemption rates. The Company continually evaluates its methodology and assumptions based on developments in retail price per point redeemed, redemption patterns and other factors. Changes in the retail price per point and redemption rates have the effect of either increasing or decreasing the contract liabilities through current period revenue by an amount estimated to represent the retail value of all points previously earned but not yet redeemed by loyalty program members as of the end of the reporting period. Transactions revenue - Performance obligations satisfied at a point in time The transactions revenues primarily consist of fees charged to merchants for participating in ZCITY upon successful sales transaction and payment service taken place between the merchants and their customers online. The Company earns transaction revenue from merchants when transactions are completed on certain retail marketplaces. Such revenue is generally determined as a percentage based on the value of merchandise or services being sold by the merchants. In connection with the transaction revenue, the Company offers to share the profit of the transaction (“agent commission”) to the agents who has referred merchants to participating in Company’s online marketplace platform and in ZCITY. Transaction revenue is recognized, net of agent commission, in the consolidated statements of operations at the time when the underlying transaction is completed. Agent subscription revenue - Performance obligations satisfied at a point in time In order to attract more merchants to join the Company’s online marketplace and in ZCITY, the Company provides a right to the agent, an individual or a merchant, to join the Zagent program and assist the Company to develop more merchants to join its merchant network. The agent subscription revenue primarily consists of fees charged to the agents in exchange for the right by introducing merchants to join the Company’s merchant network and to earn a future fixed percentage of commission fee upon completion of each sales transaction. As the agent subscription fee is non-refundable, agent subscription revenue is recognized in the consolidated statements of operations at the time when an agent completed the Zagent program training and the remittance of payment of the subscription fee. Member subscription revenue - Performance obligations satisfied over time In order to attract more customer to engage with the Company’s online marketplace and in ZCITY, the Company provides membership subscription to the customers to join the Zmember program, a membership program that provides member with benefits which included exclusive saving, bonus, and referral rewards. Member subscription revenue primarily consists of fees charge to customers who sign up for Zmember. As the Company provides customers with 6 months member subscription service in general, member subscription revenue is recognized in the consolidated statement of operation over the time across the subscription period. Sublicense revenue - Performance obligations satisfied over time The Company, through its wholly-owned subsidiaries, Morgan and AY Food, generates revenue by sublicensing the right to use the Licensor’s Trademark to its customers. Since the sublicense fee is charged to customers on a monthly basis throughout the contractual period, the Company recognizes sublicense revenue in the consolidated statements of operations over the duration of the contract. Furthermore, the Company establishes itself as the principal in these arrangements, as it possesses the latitude to establish pricing and assumes the inventory risk associated with fulfilling the minimum payment obligations to the Trademark’s licensor regardless of the number of sublicensees engaged by the Company during the license period. Disaggregated information of revenues by products/services are as follows: For the years ended 2023 2022 Gift card or “E-voucher” revenue (1) $ 68,050,624 $ 78,739,939 Health care products, computer products, and food and beverage products revenue (1) 324,209 49,524 Loyalty program revenue (1) 524,854 620,293 Transaction revenue (1) 75,274 53,667 Agent subscription revenue (1) - 15 Member subscription revenue (2) 383,538 211,441 Sub license revenue (2) 49,820 - Total revenues $ 69,408,319 $ 79,674,879 (1) Revenue recognized at a point in time. (2) Revenue recognized over time. Cost of revenue Cost of revenue sold mainly consists of the purchases of the gift card or “E-voucher” pin code, and health care products which is directly attributable to the sales of product on the Company’s online marketplace platform. In addition, cost of revenue sold also consists of purchase of food and beverage products for resales and license payment to Trademark’s licensor for sublicense revenue. Advertising costs Advertising costs amounted to $3,494,347 and $4,224,710 for the years ended June 30, 2023 and 2022, respectively. Research and development Research and development expenses include salaries and other compensation-related expenses to the Company’s research and product development personnel, and related expenses for the Company’s research and product development team. Research and development expenses amounted to $549,065 and $266,716 for the years ended June 30, 2023 and 2022, respectively. Defined contribution plan The full-time employees of the Company are entitled to the government mandated defined contribution plan. The Company is required to accrue and pay for these benefits based on certain percentages of the employees’ respective salaries, subject to certain ceilings, in accordance with the relevant government regulations, and make cash contributions to the government mandated defined contribution plan. Total expenses for the plans were $208,190 and $139,593 for the years ended June 30, 2023 and 2022, respectively. The related contribution plans include: ● Social Security Organization (“SOSCO”) – 1.75% based on employee’s monthly salary capped of RM 4,000; ● Employees Provident Fund (“EPF”) – 12% based on employee’s monthly salary; ● Employment Insurance System (“EIS”) – 0.2% based on employee’s monthly salary capped of RM 4,000; Income taxes The Company accounts for income taxes in accordance with U.S. GAAP for income taxes. The charge for taxation is based on the results for the fiscal year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred taxes are accounted for using the asset and liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. No penalties and interest incurred related to underpayment of income tax for the years ended June 30, 2023 and 2022. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. The Company conducts much of its business activities in Malaysia and is subject to tax in its jurisdi |
Accounts Receivable, Net
Accounts Receivable, Net | 9 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Jun. 30, 2023 | |
Accounts Receivable, Net [Abstract] | ||
Accounts receivable, net | Note 3 – Accounts receivable, net As of 2024 As of June 30, 2023 (Unaudited) (Audited) Accounts receivable $ 225,571 $ 163,383 Provision for estimated credit losses (152,831 ) (214 ) Total accounts receivable, net $ 72,740 $ 163,169 Movements of provision for estimated credit losses are as follows: As of 2024 As of June 30, 2023 (Unaudited) (Audited) Beginning balance $ 214 $ 227 Addition 153,985 601 Write-off - (601 ) Exchange rate effect (1,368 ) (13 ) Ending balance $ 152,831 $ 214 | Note 3 – Accounts receivable, net As of As of Accounts receivable $ 163,383 $ 227 Allowance for doubtful accounts (214 ) (227 ) Total accounts receivable, net $ 163,169 $ - Movements of allowance for doubtful accounts are as follows: As of June 30, 2023 As of June 30, 2022 Beginning balance $ 227 $ 25,690 Addition (recovery) 601 (24,953 ) Write-off (601 ) - Exchange rate effect (13 ) (510 ) Ending balance $ 214 $ 227 |
Inventories, Net
Inventories, Net | 9 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Jun. 30, 2023 | |
Inventories, Net [Abstract] | ||
Inventories, net | Note 4 – Inventories, net Inventories consist of the following: As of 2024 As of June 30, 2023 (Unaudited) (Audited) Gift card (or E-voucher) $ 20,641 $ 378,710 Nutrition products 12,940 8,383 Food and beverage products 14,661 13,450 Total $ 48,242 $ 400,543 | Note 4 – Inventories Inventories consist of the following: As of As of Gift card (or E-voucher) $ 378,710 $ 187,271 Nutrition products 8,383 28,798 Food and beverage products 13,450 - Total $ 400,543 $ 216,069 |
Other Receivables and Other Cur
Other Receivables and Other Current Assets | 9 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Jun. 30, 2023 | |
Other Receivables and Other Current Assets [Abstract] | ||
Other receivables and other current assets | Note 5 – Other receivables and other current assets As of 2024 As of June 30, 2023 (Unaudited) (Audited) Deposits (i) $ 117,830 $ 59,486 Prepaid tax 5,287 1,595 Prepaid expense (ii) 152,840 552,044 Software development deposit (iii) 84,701 - Total other receivables and other current assets $ 360,658 $ 613,125 (i) The balance of deposits mainly represented deposit made by the Company to a third-party service provider to secure the service, security deposit consists of rent and utilities, and others. As of March 31, 2024 and 2023, no allowance was recorded against doubtful receivables. (ii) The balance of prepaid expense mainly represented prepayment made by the Company to third parties for cyber security service, director & officer liability insurance (“D&O Insurance”) or other professional service. In July 2022, the Company entered into an IT service agreement (“Service Agreement”) with a third party. Pursuant to the Service Agreement, the third party will provide IT and advisory service to the Company to enhance its cyber security for a two-year period with a consideration of $477,251. The Company amortized the prepaid expense related to Service Agreement based on the service performed and completed during each period. As of March 31, 2024, the balance of prepaid expense pertained to the Service Agreement amounted to $62,495. In February 2024, the Company purchased a D&O Insurance premium amounting $74,078 which covers a period of twelve months, to be expired on February 24, 2025. As of March 31, 2024, the balance of prepaid expenses pertaining to the D&O Insurance amounted to $67,904. (iii) On July 20, 2023, the Company entered into a software development agreement (the “Agreement”) with Nexgen Advisory Sdn Bhd (“Nexgen”), an unrelated third party. Pursuant to the Agreement, the Company engaged with Nexgen in software development related to the creation of an artificial intelligence-powered travel platform. As of September 30, 2023, the Company had made a $209,768 service deposit to Nexgen; however, the service had not yet commenced. On September 25, 2023, the Company terminated the Agreement with Nexgen. As of March 31, 2024, the Company has collected $125,067 of the service deposit as mentioned above and expected to collect the remaining by the end of June 2024. | Note 5 – Other receivables and other current assets As of As of Deposits (1) $ 59,486 $ 6,020 Prepaid tax 1,595 2,760 Prepaid expense (2) 552,044 - Total other receivables and other current assets $ 613,125 $ 8,780 (1) The balance of deposits mainly represented deposit made by the Company to a third party service provider to secure the service, security deposit consists of rent and utilities, and others. As of June 30, 2023 and 2022, no allowance was recorded against doubtful receivables. (2) The balance of prepaid expense mainly represented prepayment made by the Company to third parties for cyber security service, director & officer liability insurance (“D&O Insurance”) or other professional service. In July 2022, the Company entered into an IT service agreement (“Service Agreement”) with a third party. Pursuant to the Service Agreement, the third party will provide IT and advisory service to the Company to enhance its cyber security for a two-year period with a consideration of $477,251. The Company expenses the prepaid expense related to Service Agreement based on the service performed and completed during each period. As of June 30, 2023, the balance of prepaid expense pertained to the Service Agreement amounted to $181,237. In March 2023, the Company has purchased a D&O Insurance premium amounted to $311,250 which cover a period of twelve months, to be expired on February 24, 2024. As of June 30, 2023, the balance of prepaid expense pertained to the D&O Insurance amounted to $207,500. |
Prepayments
Prepayments | 9 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Jun. 30, 2023 | |
Prepayments [Abstract] | ||
Prepayments | Note 6 – Prepayments As of As of (Unaudited) (Audited) Deposits to suppliers $ 406,247 $ 248,551 | Note 6 – Prepayments As of As of Deposits to suppliers $ 248,551 $ 203,020 |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Jun. 30, 2023 | |
Property and Equipment, Net [Abstract] | ||
Property and equipment, net | Note 7 – Property and equipment, net Property and equipment, net consist of the following: As of 2024 As of June 30, 2023 (Unaudited) (Audited) Computer and office equipment $ 154,454 $ 142,520 Furniture and fixtures 73,689 73,355 Motor vehicle 82,172 83,185 Leasehold improvement 131,180 132,797 Subtotal 441,495 431,857 Less: accumulated depreciation (240,537 ) (152,257 ) Total $ 200,958 $ 279,600 Depreciation expense for the three and nine months ended March 31, 2024 were amounted to $ and $90,941, respectively. Depreciation expense for the three and nine months ended March 31, 2023 were amounted to $ and $83,664, respectively. | Note 7 – Property and equipment, net Property and equipment, net consist of the following: As of June 30, As of June 30, Computer and office equipment $ 142,520 $ 151,205 Furniture and fixtures 73,355 76,148 Motor vehicle 83,185 88,045 Leasehold improvement 132,797 89,425 Subtotal 431,857 404,823 Less: accumulated depreciation (152,257 ) (67,178 ) Total $ 279,600 $ 337,645 Depreciation expense for years ended June 30, 2023 and 2022 were amounted to $108,483 and $60,605, respectively. |
Intangible Assets, Net
Intangible Assets, Net | 9 Months Ended |
Mar. 31, 2024 | |
Intangible Assets, Net [Abstract] | |
Intangible assets, net | Note 8 – Intangible assets, net Intangible assets, net consisted of the following: As of As of June 30, 2024 2023 (Unaudited) (Audited) Internal use software development $ 2,752,942 $ - Less: accumulated amortization (331,422 ) - Total intangible assets, net $ 2,421,520 $ - Amortization expense for three and nine months ended of March 31, 2024 was amounted to $199,748 and $331,582, respectively. Amortization expense for three and nine months ended of March 31, 2023 was amounted to $0 The following table sets forth the Company’s amortization expense for the next five years ending: Amortization expenses Twelve months ending March 31, 2025 $ 727,254 Twelve months ending March 31, 2026 428,016 Twelve months ending March 31, 2027 428,016 Twelve months ending March 31, 2028 428,016 Twelve months ending March 31, 2029 410,218 Total $ 2,421,520 |
Investment in Marketable Securi
Investment in Marketable Securities | 9 Months Ended |
Mar. 31, 2024 | |
Investment in Marketable Securities [Abstract] | |
Investment in marketable securities | Note 9 – Investment in marketable securities On July 19 2023 (“Commencement Date”), the Company entered into a software developing agreement (“Developing Agreement”) with VCI Global Limited (“VCI”), an unrelated third party for collaboration and co-operating in the development of an artificial intelligence powered travel platform, the (“Platform”). Pursuant to the Software Development Agreement, VCI shall remit payment of cash in $1,000,000 or issuance and the allotment of ordinary shares in VCI with an equivalent value of $1,000,000 (“VCIG Shares”) within ten business days from the Commencement Date to the Company as service consideration. Both the Company and VCI had agreed that VCI to issued 286,533 shares of VCIG Shares at $3.49 per share based on 5-day volume weighted average price to the Company as a service consideration in developing above mentioned Platform. The VCIG Shares shall be issued on a restricted stock basis for a period of six (6) months from the commencement date of the Software Developing Agreement. As of 2024 As of June 30, 2023 (Unaudited) (Audited) Cost of investment $ 1,000,000 $ - Cumulative unrealized loss on marketable equity securities (699,140 ) - Investment in marketable securities $ 300,860 $ - For the three and nine months ended March 31, 2024, unrealized loss on marketable equity securities were $346,705 and $699,140, respectively. |
Loans and Notes
Loans and Notes | 9 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Jun. 30, 2023 | |
Loans and Notes [Abstract] | ||
Loans and notes | Note 10 – Loans and notes Insurance loan On February 28, 2023, the Company entered into a loan agreement with First Insurance Funding, a third party (the “Premium Finance Agreement”), pursuant to which First Insurance Funding provided the Company with a short-term loan (“Insurance loan 1”) amounted to $264,563 with interest rate of 5.9% per annum to be due in ten equal monthly instalments of $27,177. As of March 31, 2024, the Insurance loan 1 has been paid in full. In February, 2023, the Company entered into another loan agreement with First Insurance Funding, to obtain a short term loan (“Insurance loan 2”) of $74,078 with interest rate of 9.5% to be due in ten equal monthly instalments of $6,573. As of March 31, 2024, the remaining balance of Insurance loan 2 was amounted to $56,889. The funds from Insurance Loan 1 and 2 were exclusively allocated towards the payment of the Directors and Officers (D&O) insurance as indicated on Note 5. For the three and nine months ended March 31, 2024, interest expenses pertained to the Insurance loan 1 and 2 amounted to $495 and $3,265, respectively. For the three and nine months ended March 31, 2023, interest expenses related to the insurance loan amounted to $1,301. Loans from third parties The Company entered into a loan agreement with Agtiq Solutions Sdn Bhd, a third party (the “Agtiq Loan Agreement”) dated June 27, 2022, pursuant to which Agtiq Solutions Sdn Bhd provided the Company with a revolving loan facility to borrow up to RM 3,000,000 (approximately $0.7 million) bearing interest at 3.5% per annum, which is payable on demand. As of June 30, 2022, the Company had balance outstanding from this facility amounted to $668,923. On July 12, 2022, the Company repaid the remaining balance in full. The Company entered into a loan agreement with Technovative Hub Sdn Bhd, a third party (the “Technovative Loan Agreement”) date June 27, 2022, pursuant to which Technovative Hub Sdn Bhd provided the Company with a revolving loan facility to borrow up to RM 4,000,000 (approximately $1.0 million) bearing interest at 3.5% per annum, which is payable on demand. As of June 30, 2022, the Company had balance outstanding form this facility amounted to $748,724. In July 2022, the Company had withdrew additional $567,215 from this facility under the Technovative Loan Agreement and repaid the remaining balance in full on July 18, 2022. For the three and nine months ended March 31, 2024, interest expenses related to the aforementioned loans from third parties amounted to $0 $0 Convertible notes The Company evaluated the convertible notes agreement under ASC 815 Derivatives and Hedging (“ASC 815”). ASC 815 generally requires the analysis embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. None of the embedded terms required bifurcation and liability classification. On November 13, 2020, the Company issue a convertible note, to an accredited investor, in the aggregate principal amount of $2,123,600. Pursuant to the agreement, the note bear an interest rate of 13.33% per annum, payable (i) on December 31, 2020; (ii) during calendar year 2021, monthly on the last day of each month and (iii) during calendar years 2022 and 2023 until the Maturity Date, semiannually on each June 30 and December 31; provided that for calendar year 2023 the final interest payment date shall be the Maturity Date. The Company evaluated the convertible notes agreement under ASC 815, which generally requires the analysis embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. None of the embedded terms in the convertible notes required bifurcation and liability classification. However, the Company was required to determine if the debt contained a beneficial conversion feature (“BCF”), which is based on the intrinsic value on the date of issuance. The Company evaluated the convertible notes for a beneficial conversion feature in accordance with ASC 470-20 “Debt with Conversion and Other Options”. The Company determined that the conversion price ($4.00) was below the market price ($5.48) as per an enterprise per share value appraised from an independent third party, and the convertible notes contained a beneficial conversion feature. In addition, notes issuance costs in connection with this note amounted $212,360 and reduced the carrying value of the convertible notes as a debt discount. The carrying value, net of debt discount, will be accreted over the term of the convertible notes from date of issuance to date of maturity using effective interest rate method. For the three and nine months ended March 31, 2024, amortization of debt discount amounted to $0. For the three and nine months ended March 31, 2023, amortization of debt discount amounted to $0 and $46,296, respectively. Upon completion of the Company’s Offering on August 15, 2022, the above mentioned convertible note balance, net of unamortized discount amounted to $1,877,620 was converted into 7,585 (530,900 pre reverse split) shares of the Company’s common stock. Meanwhile, additional 228 (15,927 pre reverse split) shares of common stock were issued to this accredited investor as success fees. On January 3, 2022, the Company had entered into a loan agreement (the “Tophill Loan Agreement 1”) with a third party to borrow up to approximately $4.8 million with up to 3.5% per annum interest rate. The loan is due on demand together with interest accrued thereon. On March 14, 2022, the Company and above mentioned third party had made amendment to the Tophill Loan Agreement 1. Pursuant to the amendment, the aggregate outstanding principal amount of all Loans plus any accrued and unpaid interest (“Loan balance”) thereon as of the closing date of the IPO shall automatically converted into a number of shares of the Company’s common stock equal to the Loan balance divided by 80% of the public offering price of the Company’s common stock in the IPO; and the loan agreement shall terminate and no additional amounts under the loan agreement will be available to the Company and after taking into consideration the conversion of the Loan balance, no amount under any loan shall be outstanding. In addition, the Company entered into another Loan Agreement (the “Tophill Loan Agreement 2”) dated May 13, 2022 with Tophill, pursuant to which Tophill provided the company with a revolving loan facility to borrow up to RM 50,000,000 (approximately $11.9 million) bearing interest at 3.5% per annum, which is payable on demand. Meanwhile, the agreement provides that (i) all principal and accrued and unpaid interest outstanding under the Tophill Loan Agreement 2 on the closing of the Company’s initial public offering will automatically be converted into shares of the Company’s common stock at a conversion price that is equal to 80% of the initial public offering price and (ii) the Tophill Loan Agreement 2 terminates on the closing date of the Company’s initial public offering. The Company evaluated the loan agreement under ASC 815, which generally requires the analysis embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. None of the embedded terms in the loan required bifurcation and liability classification. However, the Company was required to determine if the debt contained a beneficial conversion feature (“BCF”), which is based on the intrinsic value on the date of issuance. The Company evaluated the loan for a beneficial conversion feature in accordance with ASC 470-20 “Debt with Conversion and Other Options”. The Company determined that the conversion price ($4.38) was below the market price ($5.48) as per an enterprise per share value appraised from an independent third party, and the loan contained a beneficial conversion feature. The carrying value, net of debt discount, will be accreted over the term of the loan from date of issuance to the date of maturity using effective interest rate method, recorded as current liabilities. For the three and nine months ended March 31, 2024, amortization of debt discount amounted to $0 Upon completion of the Company’s Offering on August 15, 2022, the remaining principal and accrued interest balance related to Tophill Loan Agreement 1 and Agreement 2 amounted to $8,639,307 was converted into 39,384 (2,756,879 pre reverse split) shares of the Company’s common stock. In May, June, July, September, October, and December 2021, the Company issued various batches of convertible notes to 10 accredited investors which included 5 third parties in the aggregate principal amount of $3,580,488 and 5 related parties in the aggregate principal amount of $2,437,574. Pursuant to the agreement, the maturity date is 36 months after the issuance, provided that if an IPO listing is not successful, the accredited investors should be entitled to require the Company to redeem the convertible notes at the subscription/conversion of $6.90 per share along with interest payable at the rate of 12.0% per annum. The Company also evaluated the convertible notes agreement under ASC 815 and determined none of the embedded terms in the convertible notes required bifurcation and liability classification. However, the Company was required to determine if the debt contained a BCF and determined that the conversion price ($6.90) was above the market price ($5.48) as per an enterprise per share value appraised from an independent third party, and the convertible notes do not contain a beneficial conversion feature. As a result, the Company record the proceeds received from these convertible notes as a liability in its entirely. Upon completion of the Company’s Offering on August 15, 2022, the balance of these convertible notes amounted to $6,018,062 was converted into 12,460 (872,183 pre reverse split) shares of common stock, among which, $2,437,574 was converted into 5,047 (353,272 pre reverse split) shares of common stock are belonged to the related parties. On February 28, 2023, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with YA II PN, Ltd., (“YA II PN”), a third party. Pursuant to the Securities Purchase agreement, YA II PN agreed to purchase two unsecured convertible notes, in the aggregate principal amount of up to $5,500,000.00 in a private placement (the “Private Placement”) for a purchase price with respect to each convertible note of 92% of the initial principal amount of such convertible notes. The convertible notes accrue or will accrue interest at 4.0% per annum and has a 12-month term after disbursement. The conversion price, as of any conversion date or other date of determination, is the lower of (i) $1.6204 per share of Common Stock (the “Fixed Conversion Price”) or (ii) 93% of the lowest volume-weighted average price (“VWAP”) of the common shares on the primary market during the 10 consecutive trading days immediately preceding the date on which YA II PN exercises its conversion right in accordance with the requirements of the applicable convertible debenture or other date of determination, but not lower than $0.25 per share (the “Floor Price”). The conversion price will be subject to adjustment to give effect to any stock dividend, stock split or recapitalization. YA II PN may not during any calendar month convert more than an aggregate of the greater of (a) 25% of the aggregate dollar value traded on the Primary Market during such calendar month or (b) $1,100,000 of principal amount of the Convertible Debentures (plus accrued and unpaid Interest) utilizing the variable conversion price. This limitation shall not apply (i) at any time upon the occurrence and during the continuance of an Event of Default, and (ii) with respect to any conversions utilizing the Fixed Conversion Price. This limitation may be waived with the consent of the Company. Notwithstanding anything to the contrary contained above, the Company shall not issue more than 49,370 (3,455,894 pre reverse split) shares of Common Stock (the “Exchange Cap”) pursuant to the terms of the Convertible, except that such limitation shall not apply in the event that the Company (A) obtains the approval of its stockholders as required by the applicable rules of the Nasdaq Stock Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holder of the Convertible Debentures. It is a closing condition to the purchase by the Buyer of the $3,500,000 Convertible Debenture that such shareholder approval be obtained. As of June 30, 2023, YA II PN purchased two unsecured convertible notes consist of $2,000,000 (“Tranche 1”) and $3,500,000 (“Tranche 2”) in principal amount. The Company evaluated the Securities Purchase Agreement under ASC 815, which generally requires the analysis embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. None of the embedded terms in the convertible notes required bifurcation and liability classification. However, the Company was required to determine if the debt contained a beneficial conversion feature (“BCF”), which is based on the intrinsic value on the date of issuance. The Company evaluated the convertible notes for a beneficial conversion feature in accordance with ASC 470-20 “Debt with Conversion and Other Options”. The Company determined that the conversion price of Tranche 1 ($1.55) and Tranche 2 ($1.30), was below the market price of Tranche 1 ($1.56) and Tranche 2 ($1.38) as per stock price listed in the stock market on February 28, 2023, and June 14, 2023, respectively, therefore, the convertible notes contained a beneficial conversion feature. For the nine months ended March 31, 2024, $1,782,710 of these convertible notes along with $28,360 accrued interest was converted into 40,322 (2,822,472 pre reverse split) shares of common stock. On September 28, 2023, a Floor Price trigger event occurred as the Company’s daily VWAP is less than the Floor Price. According to the Securities Purchase Agreement, the Company was obligate to make monthly payments starting on the 10th day after the Trigger Date, consisting of the lesser of $1,000,000 or the outstanding principal amount (the “Triggered Principal Amount”), a 7% redemption premium on the Triggered Principal Amount, and accrued unpaid interest. For the nine months ended March 31, 2024, the Company has remit $284,790 redemption premium to YA II PN as a result of Floor Price triggering event. In December and October 2023, the Company has collectively repaid $3,367,290 principal balance pertained to above mentioned convertible notes. In addition, 8% of purchase discount in connection with above mentioned convertible notes amounted to $440,000 reduced the carrying value of the convertible note as a debt discount. The carrying value, net of debt discount, will be accreted over the term of the convertible note from date of issuance to date of maturity using effective interest rate method. For the three and nine months ended March 31, 2024, amortization of debt discount were amounted to $0 $0 The Company has convertible notes payable, net of unamortized discounts as follows: Face Unamortized Convertible Third Related June 30, 2022 balance 14,108,876 (717,260 ) 13,391,616 10,954,042 2,437,574 Issuance of convertible notes 8,172,093 (1,189,074 ) 6,983,019 6,983,019 - Amortization of debt discounts - 1,290,050 1,290,050 1,290,050 - Conversion (17,130,969 ) 245,980 (16,884,989 ) (14,447,415 ) (2,437,574 ) Exchange rate effect - 12,020 12,020 12,020 - June 30, 2023 balance $ 5,150,000 $ (358,284 ) $ 4,791,716 $ 4,791,716 $ - Amortization of debt discounts - 330,351 330,351 330,351 - Repayments (3,367,290 ) - (3,367,290 ) (3,367,290 ) - Conversion (1,782,710 ) 27,933 (1,754,777 ) (1,754,777 ) - March 31, 2024 balance $ - $ - $ - $ - $ - For three and nine months ended March 31, 2024, interest expenses related to the aforementioned convertible notes amounted to $0 For the three and nine months ended March 31, 2023, interest expenses related to the aforementioned convertible notes amounted to $0 | Note 8 – Loans and notes Insurance loan On February 28, 2023, the Company entered into a loan agreement with First Insurance Funding, a third party (the “Premium Finance Agreement”), pursuant to which First Insurance Funding provided the Company with a short-term loan amounted to $264,563 with interest rate of 5.9% per annum to be due in ten equal monthly instalments of $27,177. Meanwhile, the loan is strictly used to pay for the D&O Insurance as indicated on Note 5. For the years ended June 30, 2023 and 2022, interest expenses pertained to the insurance loan amounted to $4,437 and $0, respectively. Loans from third parties The Company entered into a loan agreement with Agtiq Solutions Sdn Bhd, a third party (the “Agtiq Loan Agreement”) dated June 27, 2022, pursuant to which Agtiq Solutions Sdn Bhd provided the Company with a revolving loan facility to borrow up to RM 3,000,000 (approximately $0.7 million) bearing interest at 3.5% per annum, which is payable on demand. As of June 30, 2022, the Company had balance outstanding from this facility amounted to $668,923. On July 12, 2022, the Company repaid the remaining balance in full. The Company entered into a loan agreement with Technovative Hub Sdn Bhd, a third party (the “Technovative Loan Agreement”) date June 27, 2022, pursuant to which Technovative Hub Sdn Bhd provided the Company with a revolving loan facility to borrow up to RM 4,000,000 (approximately $1.0 million) bearing interest at 3.5% per annum, which is payable on demand. As of June 30, 2022, the Company had balance outstanding form this facility amounted to $748,724. In July 2022, the Company had withdrew additional $567,215 from this facility under the Technovative Loan Agreement and repaid the remaining balance in full on July 18, 2022. For the years ended June 30, 2023 and 2022, interest expenses related to the aforementioned loans from third parties amounted to $2,515 and $0, respectively. Senior note On June 30, 2021, the Company issued a 12% Redeemable Senior Note in the principal amount of $65,000 to Yong Kim Fong, a Malaysian citizen (the “Fong Note”). The Fong Note bears interest at 12.0% per annum and is due on the earlier of (x) the date on which our common stock is listed on Nasdaq and (y) July 1, 2024. The Fong Note is pre-payable in full, but not in part. As of June 30, 2022, the balance of the Fong Note amounted to $65,000. On September 1, 2022, the Company fully repaid the balance. Convertible notes The Company evaluated the convertible notes agreement under ASC 815 Derivatives and Hedging (“ASC 815”). ASC 815 generally requires the analysis embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. None of the embedded terms required bifurcation and liability classification. On November 13, 2020, the Company issue a convertible note, to an accredited investor, in the aggregate principal amount of $2,123,600. Pursuant to the agreement, the note bear an interest rate of 13.33% per annum, payable (i) on December 31, 2020; (ii) during calendar year 2021, monthly on the last day of each month and (iii) during calendar years 2022 and 2023 until the Maturity Date, semiannually on each June 30 and December 31; provided that for calendar year 2023 the final interest payment date shall be the Maturity Date. The Company evaluated the convertible notes agreement under ASC 815, which generally requires the analysis embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. None of the embedded terms in the convertible notes required bifurcation and liability classification. However, the Company was required to determine if the debt contained a beneficial conversion feature (“BCF”), which is based on the intrinsic value on the date of issuance. The Company evaluated the convertible notes for a beneficial conversion feature in accordance with ASC 470-20 “Debt with Conversion and Other Options”. The Company determined that the conversion price ($4.00) was below the market price ($5.48) as per an enterprise per share value appraised from an independent third party, and the convertible notes contained a beneficial conversion feature. In addition, notes issuance costs in connection with this note amounted $212,360 and reduced the carrying value of the convertible notes as a debt discount. The carrying value, net of debt discount, will be accreted over the term of the convertible notes from date of issuance to date of maturity using effective interest rate method. For the years ended June 30, 2023 and 2022, amortization of debt discount amounted to $46,296 and 466,232, respectively. As of June 30, 2022, convertible note balance from this accredited investor, net of unamortized discounts of $292,276 was amounted to $1,831,324. Upon completion of the Company’s Offering on August 15, 2022, the above mentioned convertible note balance, net of unamortized discount amounted to $1,877,620 was converted into 530,900 shares of the Company’s common stock. Meanwhile, additional 15,927 shares of common stock were issued to this accredited investor as success fees. On January 3, 2022, the Company had entered into a loan agreement (the “Tophill Loan Agreement 1”) with a third party to borrow up to approximately $4.8 million with up to 3.5% per annum interest rate. The loan is due on demand together with interest accrued thereon. On March 14, 2022, the Company and above mentioned third party had made amendment to the Tophill Loan Agreement 1. Pursuant to the amendment, the aggregate outstanding principal amount of all Loans plus any accrued and unpaid interest (“Loan balance”) thereon as of the closing date of the IPO shall automatically converted into a number of shares of the Company’s common stock equal to the Loan balance divided by 80% of the public offering price of the Company’s common stock in the IPO; and the loan agreement shall terminate and no additional amounts under the loan agreement will be available to the Company and after taking into consideration the conversion of the Loan balance, no amount under any loan shall be outstanding. In addition, the Company entered into another Loan Agreement (the “Tophill Loan Agreement 2”) dated May 13, 2022 with Tophill, pursuant to which Tophill provided the company with a revolving loan facility to borrow up to RM 50,000,000 (approximately $11.9 million) bearing interest at 3.5% per annum, which is payable on demand. Meanwhile, the agreement provides that (i) all principal and accrued and unpaid interest outstanding under the Tophill Loan Agreement 2 on the closing of the Company’s initial public offering will automatically be converted into shares of the Company’s common stock at a conversion price that is equal to 80% of the initial public offering price and (ii) the Tophill Loan Agreement 2 terminates on the closing date of the Company’s initial public offering. The Company evaluated the loan agreement under ASC 815, which generally requires the analysis embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. None of the embedded terms in the loan required bifurcation and liability classification. However, the Company was required to determine if the debt contained a beneficial conversion feature (“BCF”), which is based on the intrinsic value on the date of issuance. The Company evaluated the loan for a beneficial conversion feature in accordance with ASC 470-20 “Debt with Conversion and Other Options”. The Company determined that the conversion price ($4.38) was below the market price ($5.48) as per an enterprise per share value appraised from an independent third party, and the loan contained a beneficial conversion feature. The Company recognized the intrinsic value of embedded conversion feature of $537,383 and $1,231,610 in the additional paid-in capital and reduced the carrying value of the loan as a debt discount for years ended June 30, 2023 and 2022, respectively. The carrying value, net of debt discount, will be accreted over the term of the loan from date of issuance to the date of maturity using effective interest rate method, recorded as current liabilities. As of June 30, 2022, the convertible note balance from Tophill Loan Agreement 1 and Agreement 2, net of unamortized discounts of $424,984, was amounted to $5,542,231 while for the year ended June 30, 2022, amortization of debt discount for the loan amounted to $800,629. For the year June 30, 2023, the Company has issued additional convertible note amounted to $2,672,092 pertained to Tophill Loan Agreement 2 while amortization of debt discount amounted to $950,360 pertained to aforementioned convertible notes. Upon completion of the Company’s Offering on August 15, 2022, the remaining principal and accrued interest balance related to Tophill Loan Agreement 1 and Agreement 2 amounted to $8,639,307 was converted into 2,756,879 shares of the Company’s common stock. In May, June, July, September, October, and December 2021, the Company issued various batches of convertible notes to 10 accredited investors which included 5 third parties in the aggregate principal amount of $3,580,488 and 5 related parties in the aggregate principal amount of $2,437,574 (see Note 10). Pursuant to the agreement, the maturity date is 36 months after the issuance, provided that if an IPO listing is not successful, the accredited investors should be entitled to require the Company to redeem the convertible notes at the subscription/conversion of $6.90 per share along with interest payable at the rate of 12.0% per annum. The Company also evaluated the convertible notes agreement under ASC 815 and determined none of the embedded terms in the convertible notes required bifurcation and liability classification. However, the Company was required to determine if the debt contained a BCF and determined that the conversion price ($6.90) was above the market price ($5.48) as per an enterprise per share value appraised from an independent third party, and the convertible notes do not contain a beneficial conversion feature. As a result, the Company record the proceeds received from these convertible notes as a liability in its entirely. As of June 30, 2022, the convertible note balance from these 10 accredited investors amounted to $6,018,062. Upon completion of the Company’s Offering on August 15, 2022, the balance of these convertible notes amounted to $6,018,062 was converted into 872,183 shares of common stock, among which, $2,437,574 was converted into 353,272 shares of common stock are belonged to the related parties. On February 28, 2023, The Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with YA II PN, Ltd., (“YA II PN”), a third party. Pursuant to the Securities Purchase agreement, YA II PN agreed to purchase two unsecured convertible notes, in the aggregate principal amount of up to $5,500,000.00 in a private placement (the “Private Placement”) for a purchase price with respect to each convertible note of 92% of the initial principal amount of such convertible notes. The convertible notes accrue or will accrue interest at 4.0% per annum and has a 12-month term after disbursement. The conversion price, as of any conversion date or other date of determination, is the lower of (i) $1.6204 per share of Common Stock (the “Fixed Conversion Price”) or (ii) 93% of the lowest volume-weighted average price (“VWAP”) of the common shares on the primary market during the 10 consecutive trading days immediately preceding the date on which YA II PN exercises its conversion right in accordance with the requirements of the applicable convertible debenture or other date of determination, but not lower than $0.25 per share (the “Floor Price”). The conversion price will be subject to adjustment to give effect to any stock dividend, stock split or recapitalization. YA II PN may not during any calendar month convert more than an aggregate of the greater of (a) 25% of the aggregate dollar value traded on the Primary Market during such calendar month or (b) $1,100,000 of principal amount of the Convertible Debentures (plus accrued and unpaid Interest) utilizing the variable conversion price. This limitation shall not apply (i) at any time upon the occurrence and during the continuance of an Event of Default, and (ii) with respect to any conversions utilizing the Fixed Conversion Price. This limitation may be waived with the consent of the Company. Notwithstanding anything to the contrary contained above, the Company shall not issue more than 3,455,894 shares of Common Stock (the “Exchange Cap”) pursuant to the terms of the Convertible, except that such limitation shall not apply in the event that the Company (A) obtains the approval of its stockholders as required by the applicable rules of the Nasdaq Stock Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holder of the Convertible Debentures. It is a closing condition to the purchase by the Buyer of the $3,500,000 Convertible Debenture that such shareholder approval be obtained. As of June 30, 2023, YA II PN purchased two unsecured convertible notes consist of $2,000,000 (“Tranche 1”) and $3,500,000 (“Tranche 2”) in principal amount. The Company evaluated the Securities Purchase Agreement under ASC 815, which generally requires the analysis embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. None of the embedded terms in the convertible notes required bifurcation and liability classification. However, the Company was required to determine if the debt contained a beneficial conversion feature (“BCF”), which is based on the intrinsic value on the date of issuance. The Company evaluated the convertible notes for a beneficial conversion feature in accordance with ASC 470-20 “Debt with Conversion and Other Options”. The Company determined that the conversion price of Tranche 1 ($1.55) and Tranche 2 ($1.30), was below the market price of Tranche 1 ($1.56) and Tranche 2 ($1.38) as per stock price listed in the stock market on February 28, 2023, and June 14, 2023, respectively, therefore, the convertible notes contained a beneficial conversion feature. In June 2023, $350,000 of these convertible notes along with $28,953 accrued interest was converted into 327,523 shares of common stock. In addition, 8% of purchase discount in connection with above mentioned convertible notes amounted to $440,000 reduced the carrying value of the convertible note as a debt discount. The carrying value, net of debt discount, will be accreted over the term of the convertible note from date of issuance to date of maturity using effective interest rate method. For the years ended June 30, 2023 and 2022, amortization of debt discount were amounted to $293,395 and $0, respectively pertained to convertible notes from YA II PN. The Company has convertible notes payable, net of unamortized discounts as follows: Face value of Unamortized Convertible Third Related June 30, 2021 balance $ 5,733,961 $ (758,508 ) $ 4,975,453 $ 3,575,453 $ 1,400,000 Issuance of convertible notes 8,374,915 (1,231,610 ) 7,143,305 6,105,731 1,037,574 Amortization of debt discounts - 1,266,861 1,266,861 1,266,861 - Exchange rate effect - 5,997 5,997 5,997 - June 30, 2022 balance 14,108,876 (717,260 ) 13,391,616 10,954,042 2,437,574 Issuance of convertible notes 8,172,093 (1,189,074 ) 6,983,019 6,983,019 - Amortization of debt discounts - 1,290,050 1,290,050 1,290,050 - Conversion (17,130,969 ) 245,980 (16,884,989 ) (14,447,415 ) (2,437,574 ) Exchange rate effect - 12,020 12,020 12,020 - June 30, 2023 balance $ 5,150,000 $ (358,284 ) $ 4,791,716 $ 4,791,716 $ - For years ended June 30, 2023 and 2022, interest expenses related to the aforementioned convertible notes amounted to $85,184 and $340,277. |
Other Payables and Accrued Liab
Other Payables and Accrued Liabilities | 9 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Jun. 30, 2023 | |
Other Payables and Accrued Liabilities [Abstract] | ||
Other payables and accrued liabilities | Note 11 – Other payables and accrued liabilities As of March 31, 2024 As of 2023 (Unaudited) (Audited) Accrued professional fees (i) $ 145,081 $ 233,600 Accrued promotion expenses (ii) 1,701 39,538 Accrued payroll 82,168 157,542 Accrued interest (iii) 81,658 79,936 Payables to merchant from ZCITY platform (iv) 196,742 174,056 Others 42,538 38,724 Total other payables and accrued liabilities $ 549,888 $ 723,396 (i) Accrued professional fees The balance of accrued professional fees represented amount due to third parties service providers which include mobile application developing, marketing consulting service, IT related professional service, audit fee, tax filing fee, and consulting fee related to capital raising. (ii) Accrued promotion expense The balance of accrued promotion expense represented the balance of profit sharing payable to the Company’s merchant and subscribed agents to promote business growth. (iii) Accrued interest The balance of accrued interest represented the balance of interest payable from convertible notes aforementioned in Note 10. (iv) Payables to merchants from ZCITY platform The balance of payables to merchants from ZCITY platform represented the amount the Company collected on behalf of merchant from its customer through the Company’s ZCITY platform. | Note 9 – Other payables and accrued liabilities As of As of Accrued professional fees (i) $ 233,600 $ 910,186 Accrued promotion expenses (ii) 39,538 41,476 Accrued payroll 157,542 112,069 Accrued interest (iii) 79,936 92,686 Payables to merchant from ZCITY platform (iv) 174,056 - Others 38,724 5,443 Total other payables and accrued liabilities $ 723,396 $ 1,161,860 (i) Accrued professional fees The balance of accrued professional fees represented amount due to third parties service providers which include marketing consulting service, IT related professional service, audit fee, and consulting fee related to capital raising. In addition, the balance of accrued professional fees also consist of consulting fee which the Company agree to compensate the consultant by issuing 300,000 warrants exercisable for a period of 5 years at $4.00 per share. On August 15, 2022, the Company had issued the warrants to the consultant upon completion of its Offering. The value of the consulting fee was estimated by the fair value of the warrants which was determined by using the Black Scholes model (Note 11). The consulting fee was estimated to be $856,170 and record as accrued professional fee as of June 30, 2022. Upon issuance of the warrants, the above-mentioned balance of the accrued professional fee was reduced by increasing the same amount in additional paid in capital. (ii) Accrued promotion expense The balance of accrued promotion expense represented the balance of profit sharing payable to the Company’s merchant and subscribed agents to promote business growth. (iii) Accrued interest The balance of accrued interest represented the balance of interest payable from convertible note aforementioned in Note 8. (iv) Payables to merchants from ZCITY platform The balance of payables to merchants from ZCITY platform represented the amount the Company collected on behalf of merchant from its customer through the Company’s ZCITY platform. |
Related Party Balances and Tran
Related Party Balances and Transactions | 9 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Jun. 30, 2023 | |
Related Party Balances and Transactions [Abstract] | ||
Related Party balances and transactions | Note 12 – Related party balances and transactions Related party balances Other receivable, a related party Name of related party Relationship Nature As of March 31, 2024 As of (Unaudited) (Audited) Ezytronic Sdn Bhd Jau Long “Jerry” Ooi is the common shareholder Equipment rental deposit $ 12,229 $ 12,379 Other payables, related parties Name of Related Party Relationship Nature As of As of (Unaudited) (Audited) True Sight Sdn Bhd Su Huay “Sue” Chuah, the Company’s former Chief Marketing Officer is the shareholder of this entity Consulting fee $ - $ 345 Ezytronic Sdn Bhd Jau Long “Jerry” Ooi is a common Operating expense paid on behalf - 1,315 Total $ - $ 1,660 Amount due to related parties Name of Related Party Relationship Nature As of As of (Unaudited) (Audited) Chong Chan “Sam” Teo Directors, Chief Executive Officer, and Shareholder of TGL Interest-free loan, due on demand $ - $ 186,579 Kok Pin “Darren” Tan Shareholder of TGL Interest-free loan, due on demand - 134,381 Total $ - $ 320,960 Related party loan On December 7, 2020, the Company obtained right of use of a vehicle through signing a trust of deed with Chan Chong “Sam” Teo, the Chief Executive Officer and a shareholder of TGL. In return, the Company is obligated to remit monthly installment auto loan payment related to this vehicle on behalf of the related party mentioned above. The total amount of loan that the Company is entitled to repay is approximately $27,000 (RM 114,000). The auto loan bear 5.96% of interest rate per annum with 60 equal monthly installment payment due on the first of each month. As of March 31, 2024, such loan has an outstanding balance of $10,144, of which $4,084 due after 12 months period and classified as related party loan, non-current portion. The interest expense was $151 and $507 for the three and nine months ended March 31, 2024, respectively. The interest expense was $239 and $758 during the three and nine months ended March 31,2023, respectively. Related party transactions Revenue from related parties For the Three Months Ended For the Nine months Ended March 31, March 31, Name of Related Party Relationship Nature 2024 2023 2024 2023 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Matrix Ideal Sdn Bhd Director Yu Weng Lok is shareholder of TGI, Spouse of Chuah Su Chen, COO of the Company $ - $ 126 $ - $ 126 Purchase from related parties For the Three Months Ended For the Nine months Ended March 31, March 31, Name of Related Party Relationship Nature 2024 2023 2024 2023 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Ezytronic Sdn Bhd Jau Long “Jerry” Ooi Purchase of products $ 181 $ 12,310 $ 25,594 $ 20,511 Equipment purchased from a related party For the Three Months Ended For the Nine months Ended March 31, March 31, Name of Related Party Relationship Nature 2024 2023 2024 2023 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Ezytronic Sdn Bhd Jau Long “Jerry” Ooi Purchase of equipment $ 1,003 $ 11,001 $ 13,149 $ 49,656 Operating expenses from related parties For the Three Months Ended For the Nine months Ended March 31, March 31, Name of Related Party Relationship Nature 2024 2023 2024 2023 (Unaudited) (Unaudited) (Unaudited) (Unaudited) True Sight Sdn Bhd Su Huay “Sue” Chuah, the Company’s former Chief Marketing Officer is a 40% shareholder of this entity Consulting fees $ 17,675 $ 96,483 $ 51,414 $ 279,886 Imej Jiwa Communications Sdn Bhd Voon Him “Victor” Hoo, the Company’s Chairman and Managing Director is the director of this entity Consulting fees - - - 2,744 World Cloud Ventures Sdn Bhd Jau Long “Jerry” Ooi is the common shareholder Operating expense - 10,797 - 46,441 Ezytronic Sdn Bhd Jau Long “Jerry” Ooi Operating expense - - 16,244 - Total $ 17,675 $ 107,280 $ 67,658 $ 329,071 | Note 10 – Related Party balances and transactions Related party balances Other receivable, a related party Name of related party Relationship Nature As of As of Ezytronic Sdn Bhd Jau Long “Jerry” Ooi is the common shareholder Equipment rental deposit $ 12,379 $ - Convertible notes payable, related parties Name of related party Relationship Nature As of As of Chuah Su Mei Spouse of Kok Pin “Darren” Tan, shareholder of TGL CLN $ - $ 240,444 Click Development Berhad Shareholder of TGL CLN - 120,235 Cloudmaxx Sdn Bhd Jau Long “Jerry” Ooi and Kok Pin “Darren” Tan are common shareholder CLN - 568,305 V Capital Kronos Berhad Shareholder of TGL, and Voon Him “Victor” Hoo is the common shareholder CLN - 1,400,000 World Cloud Ventures Sdn Bhd Jau Long “Jerry” Ooi is the common shareholder CLN - 108,590 Total $ - $ 2,437,574 Pursuant to the convertible note agreement related to above convertible notes payable, related parties, the convertible note shall not be interest bearing if the Company completes its Offering within the 36 months from the date of issuance of the convertible note, unless it has not been converted by the third anniversary of its issuance date, in which case it shall bear interest from the time of issuance at 12% per annum. As the Company completed its Offering on August 15, 2022, no interest expenses pertained to above convertible notes payable, related parties were accrued for years ended June 30, 2023 and 2022. Accounts payable, related parties Name of Related Party Relationship Nature As of As of Ezytronic Sdn Bhd Jau Long “Jerry” Ooi is the common shareholder Purchase of inventories $ - $ 4,229 The Evolutionary Zeal Sdn Bhd Shareholder of TGL Purchase of inventories - 9,034 World Cloud Ventures Sdn Bhd Jau Long “Jerry” Ooi is a common shareholder Purchase of inventories - 1,063 Total $ - $ 14,326 Other payables, related parties Name of Related Party Relationship Nature As of As of True Sight Sdn Bhd Su Huay “Sue” Chuah, the Company’s former Chief Marketing Officer is the shareholder of this entity Consulting fee $ 345 $ - Ezytronic Sdn Bhd Jau Long “Jerry” Ooi is a common Operating expense paid on behalf 1,315 - Total $ 1,660 $ - Amount due to related parties Name of Related Party Relationship Nature As of As of Chong Chan “Sam” Teo Directors, Chief Executive Officer, and Shareholder of TGL Interest-free loan, due on demand $ 186,579 $ 197,480 Kok Pin “Darren” Tan Shareholder of TGL Interest-free loan, due on demand 134,381 1,862,608 Total $ 320,960 $ 2,060,088 Related party loan On December 7, 2020, the Company obtained right of use of a vehicle through signing a trust of deed with Chan Chong “Sam” Teo, the Chief Executive Officer and a shareholder of TGL. In return, the Company is obligated to remit monthly installment auto loan payment related to this vehicle on behalf of the related party mentioned above. The total amount of loan that the Company is entitled to repay is approximately $27,000 (RM 114,000). The auto loan bear 5.96% of interest rate per annum with 60 equal monthly installment payment due on the first of each month. As of June 30, 2023, such loan has an outstanding balance of $13,422, of which $8,099 due after 12 months period and classified as related party loan, non-current portion. The interest expense was $1,779 and $1,333 during the years ended June 30, 2023 and 2022, respectively. Related party transaction Revenue from related parties Name of Related Party Relationship Nature For the For the Ezytronic Sdn Bhd Jau Long “Jerry” Ooi is a common shareholder Sales of products $ - $ 166,139 Matrix Ideal Sdn Bhd Yu Weng Lok is a common shareholder Sales of products 126 2,837 Total $ 126 $ 168,976 Purchase from related parties Name of Related Party Relationship Nature For the 2023 For the Ezytronic Sdn Bhd Jau Long “Jerry” Ooi is a common shareholder Purchase of products $ 22,036 $ 54,328 World Cloud Ventures Sdn Bhd Shareholder of TGL Purchase of Services 55,484 48,259 The Evolutionary Zeal Sdn Bhd Jay Long “Jerry” Ooi is a common shareholder Purchase of products - 18,824 Total $ 77,520 $ 121,411 Equipment purchased from a related party Name of Related Party Relationship Nature For the 2023 For the Ezytronic Sdn Bhd Jau Long “Jerry” Ooi is a common shareholder Purchase of equipment $ 52,328 $ - Consulting fees from related parties Name of Related Party Relationship Nature For the For the V Capital Investment Limited Voon Him “Victor” Hoo, the Company’s Chairman and Managing Director is the director of this entity beginning on June 1, 2021. Consulting fees $ - $ 75,000 Imej Jiwa Communications Sdn Bhd Voon Him “Victor” Hoo, the Company’s former Chairman and Managing Director is the director of this entity Consulting fess 2,744 - True Sight Sdn Bhd Su Huay “Sue” Chuah, the Company’s former Chief Marketing Officer is a 40% shareholder of this entity Consulting fees 290,476 615,367 Total $ 293,220 $ 690,367 |
Stockholders' Deficiency
Stockholders' Deficiency | 9 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Jun. 30, 2023 | |
Stockholders’ Deficiency [Abstract] | ||
Stockholders’ deficiency | Note 13 – Stockholders’ deficiency Common stock Prior to October 2021, TGL is authorized to issue 10,000,000 shares having a par value of $0.00001 per share. In October 2021, TGL increased its authorized shares to 170,000,000 shares as part of the Reorganization with ZCITY, consisting of 150,000,000 shares of common stock with $0.00001 par value, and 20,000,000 shares of preferred stock with $0.00001 par value. The share capital increased of TGL presented herein is prepared on the basis as if the Reorganization became effective as of the beginning of the first period presented of shares capital of ZCITY. On February 22, 2024, a Certificate of Amendment to the Certificate of Incorporation, as amended, of the Company with the Secretary of State of the State of Delaware (the “Certificate of Amendment”) that provides for a 1-for-70 reverse stock split (the “Split”) of its shares of common stock, par value $0.0007 per share. 1-for-70 Reverse stock split On February 27, 2024, the Company effected a 1:70 reverse stock split of its shares of common stock. The Company believed it is appropriate to reflect the above transactions on a retroactive basis similar to those after a stock split or dividend pursuant to ASC 260. All shares and per share amounts used herein and in the accompanying unaudited condensed consolidated financial statements have been retroactively stated to reflect the effect of the reverse stock split. Upon execution of the 1-for-70 reverse stock split, the Company recognized additional 8 shares of common stock due to round up issue. Beneficial conversion feature from issuance of convertible note On January 3, 2022 and May 13, 2022, the Company entered into 2 loan agreements which allow the third party to convert the loan balance along with interest balance incurred into a number of shares of the Company’s common stock as of the closing date of the IPO. For the three months ended March 31, 2024, the Company has withdrawn additional $2,686,914 from these loan agreements. As the Company determined that loan contained a beneficial conversion feature, the Company recognized the fair value of embedded conversion feature of $537,383 in the convertible notes as additional paid-in capital and reduced the carrying value of the convertible notes as a debt discount for the nine months ended March 31, 2024. Common stock issued upon conversion of convertible note payable, net of unamortized discounts For the nine months ended March 31, 2023, the Company issued 59,656 (4,175,889 pre reverse split) shares of common stock upon the conversion of $16,534,988 of convertible note payable, net of unamortized discounts and accrued interest (Note 10), among which, $2,437,574 was converted into 5,047 (353,272 pre reverse split) shares of common stock are belonged to the related parties. For the nine months ended March 31, 2024, the Company issued 68,061 (4,764,200 pre reverse split) shares of common stock upon conversion of $1,811,070 of convertible note payable, net of unamortized discounts and accrued interest. (Note 10). Common stock issued from the Offering, net of issuance costs On August 15, 2022, the Company had closed its initial underwritten public offering of 32,858 (2,300,000 pre reverse split) shares of common stock, which included the full exercise of the underwriter’s over-allotment option, at a public price of $4.00 per share. The Company received net proceeds of approximately $8.2 million, net of underwriting discounts and commissions and fees, other offering expenses amounted to approximately $1.0 million, and fair value of warrants issued to the underwriters of approximately $0.2 million. Common stock issued for consulting service In July 2021 the Company signed a capital market advisory agreement (“Agreement”) with Exchange Listing, LLC (“Consultant”), to engage in advisory service in capital market advisory, corporate governance, and organizational meeting. The term of this Agreement shall commence on the execution date and shall continue until the later of nine months or until the Company is trading on a senior exchange or otherwise extended by both parties. The Company extended the contract term until the Company is trading on a senior exchange. Upon execution of this agreement, the Company agrees to sell to the Consultant, or its designees shares of the Company’s common stock which equivalents to 2% of the Company’s fully – diluted shares outstanding, at $0.001 per share. The Company estimated the fair value of the common stock issued to the Consultant for the year ended June 30, 2022 by using the market price $5.48 per share as per an enterprise per share value appraised from an independent third party. After completion of the Company’s Offering on August 15, 2022, the Company had issued additional 1,570 (109,833 pre reverse split) shares of common stock to ensure that the Consultant’s total shares of the Company’s common stock equivalents to 2% of the Company’s fully – diluted shares outstanding using the fair value of $4.00 per share with the fair value of $439,332. Stock-based compensation expense amounted to $0 and $439,332 for the three and nine months ended March 31, 2023, respectively. Common stock issued from the November 2023 Offering, net of issuance costs On November 30, 2023, The Company had closed the November 2023 Offering of 371,629 (26,014,000 pre reverse split) shares of common stock, at a public offering price of $0.10 per share, and 14,000,000 Pre-Funded Warrants, each with the right to purchase 0.01 (one share pre reverse split) of Common Stock, at a public offering price of $0.0999 per Pre-Funded Warrant. The Company received net proceeds from November 2023 Offering of approximately $3.5 million, net of underwriting discounts and commissions and fees, other offering expenses amounted to approximately $0.5 million. Common stock issued for acquiring intangible assets On October 12, 2023, the Company, and AI Lab Martech Sdn. Bhd. (the “Licensor”) entered into a License and Service Agreement (the “License Agreement”), in which the Licensor shall provide a non-exclusive, non-transferable, royalty-free license to use and operate an AI software solutions (the “AI Software”) in exchange for the issuance of $563,000 worth of common stock of the Company, or 42,044 (2,943,021 pre reverse split) shares valued at $13.39 ($0.1913 pre reverse split) per share. The License Agreement is for a period of 12 months. On December 19, 2023, the Company and VT Smart Venture Sdn Bhd (the “Developer”), a company that is in the business of, among other things, technology services, entered into a Software Development Agreement (the “Agreement”), in which the Developer shall provide application, services and turnkey solutions on software development in various aspects, including customization, software design layout, creative media platform development, artificial embedded and artificial intelligence related media platform and design in exchange for $1,000,000 worth of common stock, par value $0.00001 per share, of the Company, or 142,857 (10,000,000 shares valued at $0.10 per share. The Agreement is for a period of one month. On March 12, 2024, the Company and Myviko Holding Sdn. Bhd. (the “Seller”) entered into a Software Purchase Agreement (the “Purchase Agreement”), in which the Seller agreed to transfer all rights, title and interest to the Company, including without limitation, all computer software and its source code and software licenses in exchange for the issuance of $1,000,000 worth of common stock, par value $0.00001 per share, of the Company. Pursuant to the Purchase Agreement, the Shares will be issued within 5 business days from the effective date of the Purchase Agreement and will be restricted securities and not be listed on any exchange. As of March 31, 2024, the Company has issued 198,412 shares to the Seller. Common stock issued to related parties for debts cancellation On October 30, 2023, the Company issued a total of 25,954 (1,816,735 restricted shares of common stock to the Company’s Chief Executive Officer, Chong Chan Teo, and shareholder, Kok Pin Tan (collectively, the “Creditors”) in exchange for the cancellation of $321,562 in aggregate indebtedness owed to the Creditors. Capital Contribution In February 2024, the Company’s Chief Executive Officer, Chong Chan Teo, made a capital contribution of $16,348 in addition to the debt cancellation, as further consideration for the common stock issued to him in October 2023. Warrants - Issuance of warrants - non- employee stock compensation Pertain to above mentioned Agreement with the Consultant, on August 15, 2022, the Company also issued 300,000 warrants to the Consultant or its designees exercisable for a period of five The fair value of the warrants which was determined by using the Black Scholes model using the following assumptions: (1) expected volatility of 49.0%, (2) risk-free interest rate of 0.89%, (3) expected life of 5.0 years, (4) exercise price of $4.0 and (5) estimated market price of $5.48 on July 1, 2020, the date of which the consulting agreement was entered. Based on above assumption, the fair value of the warrants were estimated to be $856,170. - Issuance of the underwriters warrants On August 10, 2022, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with EF Hutton, division of Benchmark Investments, LLC, as representative of the underwriters (the “Representative”), relating to the Offering of 32,858 (2,300,000 pre reverse split) shares of the Company’s common stock, par value $0.00001 per share, at an Offering price of $280 ($4.00 pre reverse split) per share. Pursuant to the Underwriting Agreement, in exchange for the representative’s firm commitment to purchase the Shares, the Company agreed to issue the underwriters warrants (the “Representative’s Warrants”) to purchase an aggregate of 1,428 (100,000 pre reverse split) shares of the Company’s common stock, which is equal to five percent (5%) of the shares sold in the Offering, excluding the over-allotment option, at an exercise price of $5.00, which is equal to 125% of the Offering price. The Representative’s Warrant may be exercised beginning on February 10, 2023, until August 10, 2027. As of March 31, 2024, there are no warrants exercised by the Representative. The fair value of the warrants which was determined by using the Black Scholes model using the following assumptions: (1) expected volatility of 54.8%, (2) risk-free interest rate of 2.91%, (3) expected life of 5.0 years, (4) exercise price of $5.0 and (5) stock price of $4.0 on August 15, 2022, the date of which the warrants were issued. Based on above assumption, the fair value of the warrants were estimated to be $175,349. - Issuance of the Pre-Funded Warrants The Pre-Funded Warrants are classified as a component of permanent stockholders’ equity within additional paid-in capital and were recorded at the issuance date using a relative fair value allocation method. The Pre-Funded Warrants are equity classified because they (i) are freestanding financial instruments that are legally detachable and separately exercisable from the equity instruments, (ii) are immediately exercisable, (iii) permit the holders to receive a fixed number of shares of common stock upon exercise, (iv) are indexed to the Company’s common stock. The Company valued the Pre-Funded Warrants at issuance concluding the purchase price approximated the fair value and allocated net proceeds from the purchase proportionately to the common stock and Pre-Funded Warrants, of which $1,398,600 was allocated to the Pre-Funded Warrants and recorded as a component of additional paid in capital. - Exercise of the Pre-Funded Warrants In December 2023 and January 2024, the holder of Pre-Funded Warrants have collectively exercised 14,000,000 the Pre-Funded Warrants into 200,000 (14,000,000 pre reverse split) shares of the Company’s common stock at an exercise price of $0.0001 per share. Warrants outstanding as of March 31, 2024 are as follows: Shares Weighted Average Exercise Price* Weighted Remaining Contractual Outstanding at June 30, 2023 100,000 $ 5.00 4.1 Granted 14,000,000 0.0001 - Exercised (14,000,000 ) - - Outstanding at March 31, 2024 (unaudited) 100,000 $ 5.00 3.4 | Note 11 – Stockholders’ Equity (Deficiency) Common stock Prior to October 2021, TGL is authorized to issue 10,000,000 shares having a par value of $0.00001 per share. In October 2021, TGL increased its authorized shares to 170,000,000 shares as part of the Reorganization with GEM, consisting of 150,000,000 shares of common stock with $0.00001 par value, and 20,000,000 shares of preferred stock with $0.00001 par value as of June 30, 2023 and 2022. The share capital increased of TGL presented herein is prepared on the basis as if the Reorganization became effective as of the beginning of the first period presented of shares capital of GEM. Beneficial conversion feature from issuance of convertible note On January 3, 2022 and May 13, 2022, the Company entered into 2 loan agreements which allow the third party to convert the loan balance along with interest balance incurred into a number of shares of the Company’s common stock as of the closing date of the IPO. For the year ended June 30, 2023, the Company has withdrew additional $2,686,914 from these loan agreements. As the Company determined that loan contained a beneficial conversion feature, the Company recognized the fair value of embedded conversion feature of $537,383 in the convertible notes as additional paid-in capital and reduced the carrying value of the convertible notes as a debt discount for the year ended June 30, 2023. From February to June, 2023, the Company issued two convertible notes, to a third party, in an aggregate principal amount of $5,500,000. As the Company determined these convertible notes contained a beneficial conversion feature, therefore, the Company recognized the fair value of embedded conversion feature of $211,679 in the convertible notes as additional paid-in capital and reduced the carrying value of the convertible notes as a debt discount for the year ended June 30, 2023. Common stock issued upon conversion of convertible note payable, net of unamortized discounts On August 15, 2022, the Company issued 4,175,889 shares of common stock upon the conversion of $16,534,988 of convertible note payable, net of unamortized discounts and accrued interest (Note 8), among which, $2,437,574 was converted into 353,272 shares of common stock are belonged to the related parties. In June 2023, the Company issued 327,523 shares of common stock upon conversion of $378,953 of convertible note payable, net of unamortized discounts and accrued interest. (Note 8). Common stock issued from the Offering, net of issuance costs On August 15, 2022, the Company had closed its initial underwritten public offering of 2,300,000 shares of common stock, which included the full exercise of the underwriter’s over-allotment option, at a public prince of $4.00 per share. The Company received net proceeds of approximately $8.2 million, net of underwriting discounts and commissions and fees, other offering expenses amounted to approximately $1.0 million, and fair value of warrants issued to the underwriters of approximately $0.2 million. Common stock issued for consulting service In July 2021 the Company signed a capital market advisory agreement (“Agreement”) with Exchange Listing, LLC (“Consultant”), to engage in advisory service in capital market advisory, corporate governance, and organizational meeting. The term of this Agreement shall commence on the execution date and shall continue until the later of nine months or until the Company is trading on a senior exchange or otherwise extended by both parties. The Company extended the contract term until the Company is trading on a senior exchange. Upon execution of this agreement, the Company agrees to sell to the Consultant, or its designees shares of the Company’s common stock which equivalents to 2% of the Company’s fully – diluted shares outstanding, at $0.001 per share. The Company estimated the fair value of the common stock issued to the Consultant for the year ended June 30, 2022 by using the market price $5.48 per share as per an enterprise per share value appraised from an independent third party. For the year ended June 30, 2022, the Company has issued 232,666 shares of common stock to the Consultant and the stock-based compensation in connection with the service period of these shares amounted to $1,283,994. After completion of the Company’s Offering on August 15, 2022, the Company had issued additional 109,833 shares of common stock to ensure that the Consultant’s total shares of the Company’s common stock equivalents to 2% of the Company’s fully – diluted shares outstanding using the fair value of $4.00 per share with the fair value of $439,332. Stock-based compensation expense amounted $439,332 and $1,283,994 for the years ended June 30, 2023 and 2022, respectively. Common stock issued to former director On March 20, 2023, Voon Him “Victor” Hoo has resigned as managing director and chairman of the Company. To compensate Victor for his service, the Board approved to issue 285,714 shares of common stock which is equivalent to $380,000 based on the closing price of the Company’s closing stock on March 21, 2023 to Victor. Warrants - Issuance of warrants - non- employee stock compensation Pertain to above mentioned Agreement with the Consultant, on August 15, 2022, the Company also issued 300,000 warrants to the Consultant or its designees exercisable for a period of five years at $4.00 per share upon completion of the Company’s Offering. Meanwhile, on the same date, the Consultant had exercised all of its warrants on cashless basis and received 157,143 shares of the Company’s common stock. The fair value of the warrants which was determined by using the Black Scholes model using the following assumptions: (1) expected volatility of 49.0%, (2) risk-free interest rate of 0.89%, (3) expected life of 5.0 years, (4) exercise price of $4.0 and (5) estimated market price of $5.48 on July 1, 2020, the date of which the consulting agreement was entered. Based on above assumption, the fair value of the warrants were estimated to be $856,170. - Issuance of the underwriters warrants On August 10, 2022, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with EF Hutton, division of Benchmark Investments, LLC, as representative of the underwriters (the “Representative”), relating to the Offering of 2,300,000 shares of the Company’s common stock, par value $0.00001 per share, at an Offering price of $4.00 per share. Pursuant to the Underwriting Agreement, in exchange for the representative’s firm commitment to purchase the Shares, the Company agreed to issue the underwriters warrants (the “Representative’s Warrants”) to purchase an aggregate of 100,000 shares of the Company’s common stock, which is equal to five percent (5%) of the shares sold in the Offering, excluding the over-allotment option, at an exercise price of $5.00, which is equal to 125% of the Offering price. The Representative’s Warrant may be exercised beginning on February 10, 2023, until August 10, 2027. For the year ended June 30, 2023, there are no warrants were exercised by the Representative. The fair value of the warrants which was determined by using the Black Scholes model using the following assumptions: (1) expected volatility of 54.8%, (2) risk-free interest rate of 2.91%, (3) expected life of 5.0 years, (4) exercise price of $5.0 and (5) stock price of $4.0 on August 15, 2022, the date of which the warrants were issued. Based on above assumption, the fair value of the warrants were estimated to be $175,349. Warrants outstanding as of June 30, 2023 are as follows: Shares Weighted Average Exercise Price Weighted Remaining Contractual Outstanding at June 30, 2022 - $ - - Granted 400,000 4.25 5.0 Exercised (300,000 ) 4.00 Outstanding at June 30, 2023 100,000 $ 5.00 4.1 |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Jun. 30, 2023 | |
Income Taxes [Abstract] | ||
Income taxes | Note 14 – Income taxes The United States and foreign components of loss before income taxes were comprised of the following: For the three months ended For the nine months ended March 31, March 31, 2024 2023 2024 2023 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Tax jurisdictions from: - Local – United States $ (1,291,148 ) $ (1,137,653 ) $ (3,748,688 ) $ (2,344,369 ) - Foreign – Malaysia (422,167 ) (1,776,915 ) (1,275,001 ) (6,231,712 ) Loss before income tax $ (1,713,315 ) $ (2,914,568 ) $ (5,023,689 ) $ (8,576,081 ) The provision for income taxes consisted of the following: For the three months ended For the nine months ended March 31, March 31, 2024 2023 2024 2023 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Tax jurisdictions from: - Local – United States $ - $ 11,500 $ 14,800 $ 34,500 - Foreign – Malaysia - - 6,052 - Provision for income taxes $ - $ 11,500 $ 20,852 $ 34,500 United States of America TGL was incorporated in the State of Delaware and is subject to the tax laws of the United States of America. As of March 31, 2024, the operations in the United States of America incurred $7,911,847 of cumulative net operating losses which can be carried forward indefinitely to offset future taxable income, and can be used to offset up to 80% of taxable income for losses arising in tax years beginning after June 30, 2022. The deferred tax valuation allowance as of March 31, 2024 and June 30, 2023 were $1,661,488 and $1,177,486, respectively. TGL also subject to controlled foreign corporations Subpart F income (“Subpart F”) tax, which is a tax primarily on passive income from controlled foreign corporations with a tax rate of 35%. In addition, the Tax Cuts and Jobs Act imposed a global intangible low-taxed income (“GILTI”) tax, which is a tax on certain off-shore earnings at an effective rate of 10.5% for tax years (50% deduction of the current enacted tax rate of 21%) with a partial offset for 80% foreign tax credits. If the foreign tax rate is 13.125% or higher, there will be no U.S. corporate tax after the 80% foreign tax credits are applied. For the nine months ended March 31, 2024 and 2023, the Company’s foreign subsidiaries did not generate any income that are subject to Subpart F tax and GILTI tax. Malaysia ZCITY, Foodlink, Morgan, and AY Food are governed by the income tax laws of Malaysia and the income tax provision in respect of operations in Malaysia is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respect thereof. Under the Income Tax Act of Malaysia, enterprises that incorporated in Malaysia are usually subject to a unified 24% enterprise income tax rate while preferential tax rates, tax holidays and even tax exemption may be granted on case-by-case basis. As of March 31, 2024, the operations in the Malaysia incurred $22,507,454 of cumulative net operating losses which can be carried forward for a maximum period of ten consecutive years to offset future taxable income. The deferred tax valuation allowance as of March 31, 2024 and June 30, 2023 were $5,401,789 and $4,927,995, respectively. The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of: As of As of (Unaudited) (Audited) Deferred tax assets: Net operating loss carry forwards in U.S. $ 1,661,488 $ 1,177,486 Net operating loss carry forwards in Malaysia 5,401,789 4,927,995 Amortization of debt discount 156,403 70,415 Less: valuation allowance* (7,219,680 ) (6,175,896 ) Deferred tax assets $ - $ - * Change in valuation allowance was amounted to $1,042,990 and $1,665,893 for the nine months ended March 31, 2024 and 2023, respectively. Uncertain tax positions The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measure the unrecognized benefits associated with the tax positions. As of March 31, 2024 and June 30, 2023, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incur interest and penalties tax for the nine months ended March 31, 2024 and 2023. | Note 12 – Income taxes The United States and foreign components of loss before income taxes were comprised of the following: For the years ended June 30, 2023 2022 Tax jurisdictions from: - Local – United States $ (3,728,225 ) $ (3,541,832 ) - Foreign – Malaysia (7,901,870 ) (8,188,582 ) Loss before income tax $ (11,630,095 ) $ (11,730,414 ) The provision for income taxes consisted of the following: For the years ended June 30, 2023 2022 Tax jurisdictions from: - Local – United States $ 97,616 $ 15,600 - Foreign – Malaysia - - Provision for income taxes $ 97,616 $ 15,600 United States of America TGL was incorporated in the State of Delaware and is subject to the tax laws of the United States of America. As of June 30, 2023, the operations in the United States of America incurred $5,607,076 of cumulative net operating losses which can be carried forward indefinitely to offset future taxable income. The deferred tax valuation allowance as of June 30, 2023 and 2022 were $1,177,486 and $324,144, respectively. TGL also subject to controlled foreign corporations Subpart F income (“Subpart F”) tax, which is a tax primarily on passive income from controlled foreign corporations with a tax rate of 35%. In addition, the Tax Cuts and Jobs Act imposed a global intangible low-taxed income (“GILTI”) tax, which is a tax on certain off-shore earnings at an effective rate of 10.5% for tax years (50% deduction of the current enacted tax rate of 21%) with a partial offset for 80% foreign tax credits. If the foreign tax rate is 13.125% or higher, there will be no U.S. corporate tax after the 80% foreign tax credits are applied. For the years ended June 30, 2023 and 2022, the Company’s foreign subsidiaries did not generate any income that are subject to Subpart F tax and GILTI tax. Malaysia GEM, Foodlink, Morgan, and AY Food are governed by the income tax laws of Malaysia and the income tax provision in respect of operations in Malaysia is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respect thereof. Under the Income Tax Act of Malaysia, enterprises that incorporated in Malaysia are usually subject to a unified 24% enterprise income tax rate while preferential tax rates, tax holidays and even tax exemption may be granted on case-by-case basis. As of June 30, 2023, the operations in the Malaysia incurred $12,344,728 of cumulative net operating losses which can be carried forward for a maximum period of ten consecutive years to offset future taxable income. The deferred tax valuation allowance as of June 30, 2023 and 2022 were $4,927,995 and $3,031,546, respectively. The following table reconciles the local (United States) statutory rates to the Company’s effective tax rate for the periods indicated below: For the years ended June 30, 2023 2022 U.S. statutory rate 21.0 % 21.0 % Differential of Malaysia statutory tax rate 2.0 % 2.1 % Change in valuation allowance (23.8 )% (15.9 )% Permanent difference (1) - % (7.3 )% Effective tax rate (0.8 )% (0.1 )% (1) Permanent difference consists of legal and professional fee net with the IPO proceeds, which is non-deductible in the Company’s tax return. The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of: As of As of Deferred tax assets: Net operating loss carry forwards in U.S. $ 1,177,486 $ 324,144 Net operating loss carry forwards in Malaysia 4,927,995 3,031,546 Stock based compensation - 179,796 Amortization of debt discount 70,415 148,081 Less: valuation allowance* (6,175,896 ) (3,683,567 ) Deferred tax assets $ - $ - * Change in valuation allowance was amounted to $2,492,329 and $1,870,243 for the years ended June 30, 2023 and 2022, respectively. Uncertain tax positions The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measure the unrecognized benefits associated with the tax positions. As of June 30, 2023 and 2022, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incur interest and penalties tax for the years ended June 30, 2023 and 2022. |
Concentrations of Risks
Concentrations of Risks | 9 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Jun. 30, 2023 | |
Concentrations of Risks [Abstract] | ||
Concentrations of risks | Note 15 – Concentrations of risks (a) Major customers For the three and nine months ended March 31, 2024 and 2023, no customer accounted for 10.0% or more of the Company’s total revenues. As of March 31, 2024, four customers account for approximately 18.2%, 16.9%, 16.1%, and 10.7% of the total balance of accounts receivable, respectively. As of June 30, 2023, two customers account for approximately 24.6% and 24.6% of the total balance of accounts receivable, respectively. (b) Major vendors For the three months ended March 31, 2024, three vendors accounted for approximately 63.1%, 15.4%, and 14.2% of the Company’s total purchases. For the three months ended March 31, 2023, two vendors accounted for approximately 59.4% and 35.5% of the Company’s total purchases. For the nine months ended March 31, 2024, two vendors accounted for approximately 51.7% and 35.1% of the Company’s total purchases. For the nine months ended March 31, 2023, two vendors accounted for approximately 56.7% and 38.5% of the Company’s total purchases. As of March 31, 2024, two vendors accounted for approximately 57.6%, and 13.0% of the total balance of accounts payable. As of June 30, 2023, one vendor accounted for 91.0% of the total balance of accounts payable. (c) Credit risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. As of March 31, 2024 and June 30, 2023, $306,532 and $4,593,634 were deposited with financial institutions or fund received from customer being held in third party platform’s fund account, and $96,662 and $2,458,638 of these balances are not covered by deposit insurance, respectively. While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness. Financial instruments that are potentially subject to credit risk consist principally of accounts receivable. The Company believes the concentration of credit risk in its accounts receivable is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an provision for estimated credit losses based upon factors surrounding the credit risk of specific customers, historical trends and other information. (d) Exchange rate risk The Company cannot guarantee that the current exchange rate will remain steady; therefore, there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of RM converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice. | Note 13 – Concentrations of risks (a) Major customers For the years ended June 30, 2023 and 2022, no As of June 30, 2023, two customers account for approximately 24.6% and 24.6% of the total balance of accounts receivable, respectively. As of June 30, 2022, no (b) Major vendors For the years ended June 30, 2023, two vendors accounted for approximately 62.5% and 32.7% of the Company’s total purchases. For the year ended June 30, 2022 one vendor accounted for approximately 95.0% of the Company’s total purchases. As of June 30, 2023, one vendor accounted for 91.0% of the total balance of accounts payable. As of June 30, 2022, three vendors accounted for approximately 45.0%, 22.9%, and 10.9% of the total balance of accounts payable, respectively. (c) Credit risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. As of June 30, 2023 and 2022, $4,593,634 and $1,845,232 were deposited with financial institutions or fund received from customer being held in third party platform’s fund account, and $2,458,638 and $1,759,715 of these balances are not covered by deposit insurance, respectively. While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness. Financial instruments that are potentially subject to credit risk consist principally of accounts receivable. The Company believes the concentration of credit risk in its accounts receivable is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information. (d) Exchange rate risk The Company cannot guarantee that the current exchange rate will remain steady; therefore, there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of RM converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice. |
Leases
Leases | 9 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Jun. 30, 2023 | |
Leases [Abstract] | ||
Leases | Note 16 – Leases The Company determines if a contract contains a lease at inception. US GAAP requires that the Company’s leases be evaluated and classified as operating or finance leases for financial reporting purposes. The classification evaluation begins at the commencement date and the lease term used in the evaluation includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain and failure to exercise such option which result in an economic penalty. The Company’s office lease was classified as operating leases. The lease generally do not contain options to extend at the time of expiration. Upon adoption of FASB ASU 2016-02 on July 1, 2022, the Company recognized $84,829 ROU asset and same amount of operating lease liability based on the present value of the future minimum rental payments of leases, using a discount rate of 3.5% based on duration of lease terms. As of March 31, 2024, the weighted-average lease term is 0.8 years for the remaining leases. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company’s lease liabilities under the remaining operating leases as of March 31, 2024 for the next five years is as follows: March 31, 2024 $ 35,191 2025 - Total undiscounted lease payments 35,191 Less imputed interest (817 ) Total lease liabilities $ 34,374 Lease expense for the three and nine months ended March 31, 2024 were $10,795, and $20,332, respectively. Rent expense for the three and nine months ended March 31, 2023 were $5,232, and $27,525, respectively. | Note 14 – Leases The Company determines if a contract contains a lease at inception. US GAAP requires that the Company’s leases be evaluated and classified as operating or finance leases for financial reporting purposes. The classification evaluation begins at the commencement date and the lease term used in the evaluation includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain and failure to exercise such option which result in an economic penalty. The Company’s office lease was classified as operating leases. The lease generally do not contain options to extend at the time of expiration. The Company had an existing operating lease for office as of July 1, 2022. Upon adoption of FASB ASU 2016-02 on July 1, 2022, the Company recognized $84,829 ROU asset and same amount of operating lease liability based on the present value of the future minimum rental payments of leases, using a discount rate of 3.5% based on duration of lease terms. As of June 30, 2023, the weighted-average lease term is 1.6 years for the remaining leases. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company’s lease liabilities under the remaining operating leases as of June 30, 2023 for the next five years is as follows: June 30, 2024 $ 40,838 2025 23,217 Total undiscounted lease payments 64,055 Less imputed interest (1,745 ) Total lease liabilities $ 62,310 Lease expense for the years ended June 30, 2023 and 2022 were $168,752, and $35,032, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Jun. 30, 2023 | |
Commitments and Contingencies [Abstract] | ||
Commitments and contingencies | Note 17 – Commitments and contingencies Contingencies Legal From time to time, the Company is party to certain legal proceedings, as well as certain asserted and un-asserted claims. Amounts accrued, as well as the total amount of reasonably possible losses with respect to such matters, individually and in the aggregate, are not deemed to be material to the unaudited condensed consolidated financial statements. Commitment On May 1, 2023, the Company through its 100% own subsidiary Morgan enter into a worldwide master license agreement (“License Agreement”) with Morganfield’s Holdings Sdn Bhd (“Licensor”), an unrelated third party. Pursuant to the License agreement, the Licensor agreed to grant the Morgan with the exclusive worldwide license for right of use in Licensor’s Trademark (“Trademark”) for a period of five years. During the five years license period, the Company agree to pay the licensor for monthly license fee in an aggregate total of minimum payment of approximately $1.5 million or 40% of the total monthly collection from the Company’s sub-licensees, whichever is higher. On June 6, 2023, the Company through its 100% own subsidiary AY Food Ventures Sdn Bhd enter into a worldwide master license agreement (“License Agreement”) with Sigma Muhibah Sdn Bhd (“Licensor”), an unrelated third party. Pursuant to the License agreement, the Licensor agreed to grant the AY Food Ventures Sdn Bhd with the exclusive worldwide license for right of use in Abe Yus’s Trademark (“Trademark”) for a period of five years. During the five years license period, the Company agree to pay the licensor for monthly license fee in an aggregate total of minimum payment of approximately $1.2 million or 40% of the total monthly collection from the Company’s sub-licensees, whichever is higher. | Note 15 – Commitments and contingencies Contingencies Legal From time to time, the Company is party to certain legal proceedings, as well as certain asserted and un-asserted claims. Amounts accrued, as well as the total amount of reasonably possible losses with respect to such matters, individually and in the aggregate, are not deemed to be material to the consolidated financial statements. Commitment On May 1, 2023, the Company through its 100% own subsidiary Morgan enter into a worldwide master license agreement (“License Agreement”) with Morganfield’s Holdings Sdn Bhd (“Licensor”), an unrelated third party. Pursuant to the License agreement, the Licensor agreed to grant the Morgan with the exclusive worldwide license for right of use in Licensor’s Trademark (“Trademark”) for a period of five years. During the five years license period, the Company agree to pay the licensor for monthly license fee in an aggregate total of minimum payment of approximately $1.5 million or 40% of the total monthly collection from the Company’s sub-licensees, whichever is higher. On June 6, 2023, the Company through its 100% own subsidiary AY Food Ventures Sdn Bhd enter into a worldwide master license agreement (“License Agreement”) with Sigma Muhibah Sdn Bhd (“Licensor”), an unrelated third party. Pursuant to the License agreement, the Licensor agreed to grant the AY Food Ventures Sdn Bhd with the exclusive worldwide license for right of use in Abe Yus’s Trademark (“Trademark”) for a period of five years. During the five years license period, the Company agree to pay the licensor for monthly license fee in an aggregate total of minimum payment of approximately $1.2 million or 40% of the total monthly collection from the Company’s sub-licensees, whichever is higher. |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Jun. 30, 2023 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 18 – Subsequent Events The Company evaluated all events and transactions that occurred after March 31, 2024 up through May 14, 2024 the date the Company issued these unaudited condensed consolidated financial statements. On April 8, 2024, the Company and MYUP Solution Sdn Bhd (the “Seller”), a company that is in the business of, among other things, technology services, entered into a Software Purchase Agreement (the “Agreement”), in which the Seller agreed to sell to the Company a certain software application in exchange for USD$495,500 worth of common stock, par value $0.00001 per share, of the Company, or 126,082 shares valued at USD$3.93 per share (the “TGL Shares”). On May 5, 2024, the Company entered into a digital marketing agreement (“Marketing Agreement”) with TraDigital Marketing Group (the “Consultant”). Pursuant to the Marketing Agreement, the Consultant shall provide digital marketing service to the Company. In return, the Company shall compensate the Consultant with a cash consideration of $120,000 and issuance of 20,000 shares of the Company’s common stock upon signing of the Marketing Agreement. | Note 16 – Subsequent Events The Company evaluated all events and transactions that occurred after June 30, 2023 up through September 28, 2023, the date the Company issued these consolidated financial statements. From July to September 2023, the Company issued 2,416,226 shares of common stock upon conversion of $1,224,077 of convertible note payable and accrued interest from YA II PN3. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Jun. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | ||
Going concern | Going concern In assessing the Company’s liquidity and the significant doubt about its ability to continue as a going concern, the Company monitors and analyzes cash on hand and operating expenditure commitments. The Company’s liquidity needs are to meet working capital requirements and operating expense obligations. To date, the Company has financed its operations primarily through cash flows from contributions from stockholders, issuance of convertible notes from third parties and related parties, related party loans, its initial underwritten public offering (the “Offering”), and its underwritten public offering (the “November 2023 Offering”). The Company’s management has considered whether there is substantial doubt about its ability to continue as a going concern due to: (1) recurring loss from operations of approximately $4.4 million for the nine months ended March 31, 2024; (2) accumulated deficit of approximately $36.5 million as of March 31, 2024; and (3) net operating cash outflow of approximately $4.2 million for the nine months ended March 31, 2024. On August 15, 2022, the Company closed its Offering of 32,857 (2,300,000 pre reverse split) shares of common stock, par value $0.00001 per share, at $280 ($4.00 pre reverse split) per share. The Company received aggregate net proceeds from the closing of approximately $8.2 million, after deducting underwriting discounts, commissions, fees, and other estimated offering expenses. From February 2023 to June 2023, the Company issued two convertible notes to a third party, in an aggregate principal amount of $5,500,000. Upon completion of these transactions, the Company received $5,060,000 in net proceeds from this third party, net of debt discount. The convertible notes accrue or will accrue interest expense at 4% per annum and have a 12-month term. On November 30, 2023, the Company closed its November 2023 Offering of (i) 371,628 (26,014,000 pre reverse split) shares of common stock, par value $0.00001 per share, at a public offering price of $0.10 per share of Common Stock and (ii) 14,000,000 pre-funded warrants (the “Pre-Funded Warrants”), each with the right to purchase 0.01 (one share pre reverse split) of Common Stock, at a public offering price of $0.0999 per Pre-Funded Warrants. Upon closing of the November 2023 Offering, the Company received an aggregate net proceed of approximately $3.5 million, after deducting underwriting discounts, and non-accountable expense. Despite receiving the net proceeds from its Offering, November 2023 Offering, and the issuance of convertible notes, the Company’s management is of the opinion that it will not have sufficient funds to meet the Company’s working capital requirements and debt obligations as they become due starting from one year from the date of this report due to the recurring loss. Therefore, management has determined that there is a significant doubt about its ability to continue as a going concern. If the Company is unable to generate significant revenue, it may be required to curtail or cease its operations. Management is trying to alleviate the going concern risk through the following sources: ● Equity financing to support its working capital; ● Other available sources of financing (including debt) from Malaysian banks and other financial institutions; and ● Financial support and credit guarantee commitments from the Company’s related parties. There, however, is no guarantee that the substantial doubt about the Company’s ability to continue as a going concern will be alleviated. | Going concern In assessing the Company’s liquidity and the significant doubt about its ability to continue as a going concern, the Company monitors and analyzes cash on hand and operating expenditure commitments. The Company’s liquidity needs are to meet working capital requirements and operating expense obligations. To date, the Company has financed its operations primarily through cash flows from contributions from stockholders, issuance of convertible notes from third parties and related parties, related party loans, and its initial underwritten public offering (the “Offering”). The Company’s management has considered whether there is substantial doubt about its ability to continue as a going concern due to: (1) recurring loss from operations of approximately $10.2 million for the year ended June 30, 2023; (2) accumulated deficit of approximately $31.4 million as of June 30, 2023; and (3) net operating cash outflow of approximately $9.6 million for the year ended June 30, 2023. On August 15, 2022, the Company closed its Offering of 2,300,000 shares of common stock, par value $0.00001 per share, at $4.00 per share. The Company received aggregate net proceeds from the closing of approximately $8.2 million, after deducting underwriting discounts, commissions, fees, and other estimated offering expenses. From February 2023 to June 2023, the Company issued two convertible notes to a third party, in an aggregate principal amount of $5,500,000. Upon completion of these transactions, the Company received $5,060,000 in net proceeds from this third party, net of debt discount. The convertible notes accrue or will accrue interest expense at 4% per annum and have a 12-month term. Despite receiving the net proceeds from its Offering and the issuance of convertible notes, the Company’s management is of the opinion that it will not have sufficient funds to meet the Company’s working capital requirements and debt obligations as they become due starting from one year from the date of this report due to the recurring loss. Therefore, management has determined that there is a significant doubt about its ability to continue as a going concern. If the Company is unable to generate significant revenue, it may be required to curtail or cease its operations. Management is trying to alleviate the going concern risk through the following sources: ● Equity financing to support its working capital; ● Other available sources of financing (including debt) from Malaysian banks and other financial institutions; and ● Financial support and credit guarantee commitments from the Company’s related parties. There, however, is no guarantee that the substantial doubt about the Company’s ability to continue as a going concern will be alleviated. |
Basis of presentation | Basis of presentation The accompanying unaudited condensed consolidated financial statements of the Company has been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC and pursuant to Regulation S-X. Certain information and footnote disclosures, which are normally included in annual financial statements prepared in accordance with U.S. GAAP, have been omitted pursuant to those rules and regulations. The unaudited condensed financial information should be read in conjunction with the audited financial statements and the notes thereto, included in the Form 10-K for the fiscal year ended June 30, 2023. In the opinion of management, all adjustments (including normal recurring adjustments) necessary to present a fair statement of the Company’s unaudited financial position as of March 31, 2024, its unaudited results of operations for the three and nine months ended March 31, 2024 and 2023, and its unaudited cash flows for the nine months ended March 31, 2024 and 2023, as applicable, have been made. The unaudited results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods. | Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for information pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”). |
Principles of consolidation | Principles of consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and include the assets, liabilities, revenues and expenses of the subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation. Subsidiary is entity in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors. | Principles of consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation. A subsidiary is an entity in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors. |
Enterprise wide disclosure | Enterprise wide disclosure The Company’s Chief Operating Decision Makers (CODM), which include the Chief Executive Officer and their direct reports, review financial information presented on a consolidated basis. This information is accompanied by a breakdown of revenues from different revenue streams, facilitating resource allocation and financial performance evaluation. The reporting of operating segments aligns with the internal reports provided to the CODM, a group composed of specific members of the Company’s management team. As of March 31, 2024, the Company had two operating segments: (1) revenue generated from the ZCITY platform and (2) revenue from food and beverage products, along with sublicensing revenue. However, upon assessing both the qualitative and quantitative criteria outlined in ASC 280, ‘Segment Reporting,’ it was determined that the operating segments related to food and beverage product revenue and sublicensing revenue did not meet the quantitative criteria. Consequently, the Company considers itself to be operating within a single reportable segment. | Enterprise wide disclosure The Company’s Chief Operating Decision Makers (CODM), which include the Chief Executive Officer and their direct reports, review financial information presented on a consolidated basis. This information is accompanied by a breakdown of revenues from different revenue streams, facilitating resource allocation and financial performance evaluation. The reporting of operating segments aligns with the internal reports provided to the CODM, a group composed of specific members of the Company’s management team. |
Use of estimates | Use of estimates The preparation of these unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in our unaudited condensed consolidated financial statements include the estimated retail price per point and estimated breakage to calculate the revenue recognized in our loyalty program revenue, useful lives of property and equipment, impairment of long-lived assets, allowance for credit loss, write-down for estimated obsolescence or unmarketable inventories, realization of deferred tax assets and uncertain tax position, fair value of our stock price to determine the beneficial conversion feature (“BCF”) within the convertible note, fair value of the stock-based compensation, fair value of the marketable securities, and fair value of the warrants issued. Actual results could differ from these estimates. | Use of estimates The preparation of these consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in our consolidated financial statements include the estimated retail price per point and estimated breakage to calculate the revenue recognized in our loyalty program revenue, the useful lives of property and equipment, impairment of long-lived assets, allowance for doubtful accounts, write-down for estimated obsolescence or unmarketable inventories, realization of deferred tax assets and uncertain tax position, fair value of our stock price to determine the beneficial conversion feature (“BCF”) within the convertible note, fair value of the stock-based compensation, and fair value of the warrants issued. Actual results could differ from these estimates. |
Foreign currency translation and transaction | Foreign currency translation and transaction 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 unaudited condensed consolidated statements of operations and comprehensive loss. The reporting currency of the Company is United States Dollars (“US$”) and the accompanying unaudited condensed consolidated financial statements have been expressed in US$. The Company’s subsidiaries in Malaysia conducts their businesses and maintains their books and record in the local currency, Malaysian Ringgit (“MYR” or “RM”), as its functional currency. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive gain or loss within the unaudited condensed consolidated statements of changes in stockholders’ deficiency. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the unaudited condensed consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the unaudited condensed consolidated balance sheets. Translation of foreign currencies into US$1 have been made at the following exchange rates for the respective periods: As of March 31, June 30, Period-end MYR: US$1 exchange rate 4.72 4.67 For the nine months ended 2024 2023 Period-average MYR: US$1 exchange rate 4.68 4.53 | Foreign currency translation and transaction Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the Consolidated Statements of Operations and Comprehensive Loss. The reporting currency of the Company is United States Dollars (“US$”) and the accompanying consolidated financial statements have been expressed in US$. The Company’s subsidiaries in Malaysia conducts their businesses and maintains their books and record in the local currency, Malaysian Ringgit (“MYR” or “RM”), as its functional currency. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive gain or loss within the consolidated statements of changes in stockholders’ deficiency. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. Translation of foreign currencies into US$1 have been made at the following exchange rates for the respective periods: As of June 30, June 30, Period-end MYR: US$1 exchange rate 4.67 4.41 For the years ended June 30, 2023 2022 Period-average MYR: US$1 exchange rate 4.49 4.23 |
Cash and cash equivalents | Cash and cash equivalents Cash is carried at cost and represent cash on hand, time deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less. Cash equivalents consist of funds received from customer, which funds were held at the third-party platform’s fund account, and which are unrestricted and immediately available for withdrawal and use. | Cash and cash equivalents Cash is carried at cost and represent cash on hand, time deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less. Cash equivalents consist of funds received from customer, which funds were held at the third-party platform’s fund account, and which are unrestricted and immediately available for withdrawal and use. |
Accounts receivable, net | Accounts receivable, net Accounts receivable are recorded at the invoiced amount less an allowance for any uncollectible accounts and do not bear interest. The Company provides various payment terms from cash due on delivery to 90 days based on customer’s credibility. Accounts receivable include money due from sales of health care product on its ZCITY platform as well as sublicensing revenue, and sales of food and beverage products. Starting from July 1, 2023, the Company adopted ASU No.2016-13 “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASC Topic 326”). The Company used a modified retrospective approach, and the adoption does not have an impact on our unaudited condensed consolidated financial statements. The carrying value of accounts receivable is reduced by an allowance for credit losses that reflects the Company’s best estimate of the amounts that will not be collected. An allowance for credit losses is recorded in the period when a loss is probable based on an assessment of specific evidence indicating collection is unlikely, historical bad debt rates, accounts aging, financial conditions of the customer and industry trends. Management also periodically evaluates individual customer’s financial condition, credit history, and the current economic conditions to make adjustments in the allowance for credit losses when it is considered necessary. Account balances are charged off against the allowance for credit losses after all means of collection have been exhausted and the potential for recovery is considered remote. The Company’s management continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary. As of March 31, 2024 and June 30, 2023, the Company recorded $152,831 and $214 of allowance for credit loss, respectively. For the nine months ended March 31, 2024 and 2023, the Company record $153,985 and $0 additional allowance for credit loss against accounts receivable, respectively. For the three months ended March 31, 2024 and 2023, the Company record $101,860 and $0 additional allowance for credit loss against accounts receivable, respectively. | Accounts receivable, net Accounts receivable are recorded at the invoiced amount less an allowance for any uncollectible accounts and do not bear interest. The Company provides various payment terms from cash due on delivery to 90 days based on customer’s credibility. Accounts receivable include money due from agent subscription and sales of health care product on its ZCITY platform as well as sublicensing revenue and sales of food and beverage products. Management reviews the adequacy of the allowance for doubtful accounts on an ongoing basis, using historical collection trends and aging of receivables. Management also periodically evaluates individual customer’s financial condition, credit history, and the current economic conditions to make adjustments in the allowance when it is considered necessary. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company’s management continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary. As of June 30, 2023 and 2022, the Company recorded $214, and $227 of allowance for doubtful account, respectively. For the years ended June 30, 2023 and 2022, the Company record $601 and $0 additional allowance doubtful account against accounts receivable, respectively. For the years ended June 30, 2023 and 2022, the Company recovered doubtful account from accounts receivable amounted to $0 and $24,953, respectively. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value, cost being determined on a first in first out method. Costs include gift card or “E-voucher” pin code which are purchased from the Company’s suppliers as merchandized goods or store credit. Costs also included health care products, foods and beverage products which are purchased from the Company’s suppliers as merchandized goods. Management compares the cost of inventories with the net realizable value and if applicable, an allowance is made for writing down the inventory to its net realizable value, if lower than cost. On an ongoing basis, inventories are reviewed for potential write-down for estimated obsolescence or unmarketable inventories which equals the difference between the costs of inventories and the estimated net realizable value based upon forecasts for future demand and market conditions. When inventories are written-down to the lower of cost or net realizable value, it is not marked up subsequently based on changes in underlying facts and circumstances. For the three and nine months ended March 31, 2024, the Company recorded $0 and $484 write-down for inventories. For the three and nine months ended March 31, 2023, the Company did not record any write-down for inventories. | Inventories Inventories are stated at the lower of cost or net realizable value, cost being determined on a first in first out method. Costs include gift card or “E-voucher” pin code which are purchased from the Company’s suppliers as merchandized goods or store credit. Costs also included health care products, foods and beverage products which are purchased from the Company’s suppliers as merchandized goods. Management compares the cost of inventories with the net realizable value and if applicable, an allowance is made for writing down the inventory to its net realizable value, if lower than cost. On an ongoing basis, inventories are reviewed for potential write-down for estimated obsolescence or unmarketable inventories which equals the difference between the costs of inventories and the estimated net realizable value based upon forecasts for future demand and market conditions. When inventories are written-down to the lower of cost or net realizable value, it is not marked up subsequently based on changes in underlying facts and circumstances. For the years ended June 30, 2023 and 2022, $0 and $8,805 write-down for inventories were recorded, respectively. |
Other receivables and other current assets | Other receivables and other current assets Other receivables and other current assets primarily include prepayment made by the Company to third parties for cyber security service, director & officer liability insurance (“D&O Insurance”), other professional fee. Other receivables and other current assets also include refundable advance to third party service provider, and other deposits. Management regularly reviews the aging of receivables and changes in payment trends and records allowances when management believes collection of amounts due are at risk. Accounts considered uncollectable are written off against allowances after exhaustive efforts at collection are made. As of March 31, 2024 and June 30, 2023, no allowance for doubtful account was recorded. | Other receivables and other current assets Other receivables and other current assets primarily include prepayment made by the Company to third parties for cyber security service, director & officer liability insurance (“D&O Insurance”), other professional fee. Other receivables and other current assets also include refundable advance to third party service provider, and other deposits. I Management regularly reviews the aging of receivables and changes in payment trends and records allowances when management believes collection of amounts due are at risk. Accounts considered uncollectable are written off against allowances after exhaustive efforts at collection are made. As of June 30, 2023 and 2022, no |
Prepayments | Prepayments Prepayments and deposits are mainly cash deposited or advanced to suppliers for future inventory purchases. This amount is refundable and bears no interest. For any prepayments determined by management that such advances will not be in receipts of inventories, services, or refundable, the Company will recognize an allowance account to reserve such balances. Management reviews its prepayments on a regular basis to determine if the allowance is adequate, and adjusts the allowance when necessary. Delinquent account balances are written-off against allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. The Company’s management continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary. As of March 31, 2024 and June 30, 2023, no allowance for doubtful account was recorded. | Prepayments Prepayments and deposits are mainly cash deposited or advanced to suppliers for future inventory purchases. This amount is refundable and bears no interest. For any prepayments determined by management that such advances will not be in receipts of inventories, services, or refundable, the Company will recognize an allowance account to reserve such balances. Management reviews its prepayments on a regular basis to determine if the allowance is adequate, and adjusts the allowance when necessary. Delinquent account balances are written-off against allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. The Company’s management continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary. As of June 30, 2023 and 2022, no |
Property and equipment, net | Property and equipment, net Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets with no residual value. The estimated useful lives are as follows: Expected Computer and office equipment 5 years Furniture and fixtures 3-5 years Motor vehicles 5 years Leasehold improvement 3 years The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the unaudited condensed consolidated statements of operations and comprehensive loss. Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals and betterments, which are expected to extend the useful life of assets, are capitalized. The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives. | Property and equipment, net Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets with no residual value. The estimated useful lives are as follows: Expected Computer and office equipment 5 years Furniture and fixtures 3-5 years Motor vehicles 5 years Leasehold improvement 3 years The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the consolidated statements of operations and comprehensive loss. Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals and betterments, which are expected to extend the useful life of assets, are capitalized. The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives. |
Intangible assets, net | Intangible assets, net The Company’s acquired intangible assets with definite useful lives only consist of internal used software. The Company amortizes its intangible assets with definite useful lives over their estimated useful lives and reviews these assets for impairment. The Company typically amortizes its internal use software with definite useful lives on a straight-line basis over the shorter of the contractual terms or the estimated economic lives, which is determined to be approximately one five | |
Impairment for long-lived assets | Impairment for long-lived assets Long-lived assets, including property and equipment with finite lives are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. As of March 31, 2024 and June 30, 2023, no | Impairment for long-lived assets Long-lived assets, including property and equipment with finite lives are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. As of June 30, 2023 and 2022, no |
Investment in marketable securities | Investment in marketable securities The Company follows the provisions of ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities | |
Customer deposits | Customer deposits Customer deposits represent amounts advanced by customers on service order. Customer deposits are reduced when the related sale is recognized in accordance with the Company’s revenue recognition policy. Additionally, customer deposits also include unamortized member subscription revenue. | Customer deposits Customer deposits represent amounts advanced by customers on service order. Customer deposits are reduced when the related sale is recognized in accordance with the Company’s revenue recognition policy. Customer deposits also represent unamortized member subscription revenue. |
Convertible notes | Convertible notes The Company evaluates its convertible notes to determine if those contracts or embedded components of those contracts qualify as derivatives. The result of this accounting treatment is that the fair value of the embedded derivative is recorded at fair value each reporting period and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statements of operations as other income or expense. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. If the conversion features of conventional convertible debt provide for a rate of conversion that is below market value at issuance, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20 “Debt with Conversion and Other Options.” In those circumstances, the convertible debt is recorded net of the discount related to the BCF, and the Company amortizes the discount to interest expense, over the life of the debt. Upon conversion, the carrying amount of the convertible note, net of the unamortized discount shall be reduced by, if any, the cash (or other assets) transferred and then shall be recognized in the capital accounts to reflect the shares issued and no gain or loss is recognized pursuant to ASC Topic 470-20-40-4. | Convertible notes The Company evaluates its convertible notes to determine if those contracts or embedded components of those contracts qualify as derivatives. The result of this accounting treatment is that the fair value of the embedded derivative is recorded at fair value each reporting period and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statements of operations as other income or expense. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. If the conversion features of conventional convertible debt provide for a rate of conversion that is below market value at issuance, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20 “Debt with Conversion and Other Options.” In those circumstances, the convertible debt is recorded net of the discount related to the BCF, and the Company amortizes the discount to interest expense, over the life of the debt. Upon conversion, the carrying amount of the convertible note, net of the unamortized discount shall be reduced by, if any, the cash (or other assets) transferred and then shall be recognized in the capital accounts to reflect the shares issued and no gain or loss is recognized pursuant to ASC Topic 470-20-40-4. |
Warrants | Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. As the Company’s warrants meet all of the criteria for equity classification, so the Company classified each warrant as its own equity. | Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. As the Company’s warrants meet all of the criteria for equity classification, so the Company classified each warrant as its own equity. |
Revenue recognition | Revenue recognition The Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (ASC Topic 606) for all periods presented. The core principle underlying the revenue recognition of this ASU allows the Company to recognize - revenue that represents the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This will require the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer. To achieve that core principle, the Company applies five-step model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation. The Company accounts for a contract with a customer when the contract is committed in writing, the rights of the parties, including payment terms, are identified, the contract has commercial substance and consideration is probable of substantially collection. Revenue recognition policies for each type of revenue stream are as follows: | Revenue recognition The Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (ASC Topic 606) for all periods presented. The core principle underlying the revenue recognition of this ASU allows the Company to recognize - revenue that represents the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This will require the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer. To achieve that core principle, the Company applies five-step model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation. The Company accounts for a contract with a customer when the contract is committed in writing, the rights of the parties, including payment terms, are identified, the contract has commercial substance and consideration is probable of substantially collection. Revenue recognition policies for each type of revenue stream are as follows: |
Product revenue | Product revenue - Performance obligations satisfied at a point in time The Company primarily sells discounted gift cards (or E-vouchers) from retailers, health care products and computer products through individual order directly through the Company’s online marketplace platform and its mobile application (“ZCITY”). In addition, the Company through its subsidiaries, Morgan and AY Food, engages in sales of food and beverage products. When the Company is acting as a principal in the transaction, the Company accounts for the revenue generated from its sales of E-vouchers, health care products, computer products, and food and beverage product on a gross basis as the Company is responsible for fulfilling the promise to provide the specified goods, which the Company has control of the goods and has the ability to direct the use of goods to obtain substantially all the benefits. In making this determination, the Company assesses whether it is primarily obligated in these transactions, is subject to inventory risk, has latitude in establishing prices, or has met several but not all of these indicators in accordance with ASC 606-10-55-36 through 40. The Company determined that it is primarily responsible for fulfilling the promise to provide the specified good as the Company directly purchases and pays for in full the applicable E-voucher, health care products and computer products from the vendors prior to posting of such products for sale on its online marketplace platform and prior to taking any orders for sales of such products. Meanwhile, the Company maintained an average daily inventory of approximately $274,198 to support an average 3.7 days of sales during the nine months ended March 31, 2024, which demonstrate the Company had control over the products prior to selling it to the customers as the ownership of the products did not transfer momentarily to the customer after the Company purchased the products from vendors. In addition, the Company cannot return the products to the vendors due to lack of sales which demonstrated that the Company is subject to inventory risk, and it has discretion in establishing the price of the products which has demonstrated that the Company has the ability to direct the use of that good or service and obtain substantially all of the remaining benefits. In certain instances, the Company is acting as an agent in the transaction and is engaging in drop shipping arrangements for health care, food, and beverage products, where the products were shipped directly from the vendors to the customers. In these drop shipping transactions, the Company was not primarily responsible for fulfilling the promise to deliver the products to the customers, and as a result, did not exercise control over the goods or assume any inventory risks. Therefore, the Company determined that revenue from sales of products under the drop shipping arrangements were recognized on a net basis. The Company recognizes the sales of E-vouchers, health care products, computer products, and food and beverage products revenue when the control of the specified goods is transferred to its customer. No refund or return policy is provided to the customer. For the three and nine months ended March 31, 2024, $48,576 and $381,701 of product revenues are related to non-spending related activities with the same amount recorded as selling expenses, respectively. For the three and nine months ended March 31, 2023, $458,219 and 1,506,795 of product revenues are related to non-spending related activities with the same amount recorded as selling expenses, respectively. | Product revenue - Performance obligations satisfied at a point in time The Company primarily sells discounted gift cards (or E-vouchers) from retailers, health care products and computer products through individual order directly through the Company’s online marketplace platform and its mobile application (“ZCITY”). In addition, the Company through its subsidiaries, Morgan and AY Food, engages in sales of food and beverage products. When the Company is acting as a principal in the transaction, the Company accounts for the revenue generated from its sales of E-vouchers, health care products, computer products, and food and beverage product on a gross basis as the Company is r responsible for fulfilling the promise to provide the specified goods, which the Company has control of the goods and has the ability to direct the use of goods to obtain substantially all the benefits. In making this determination, the Company assesses whether it is primarily obligated in these transactions, is subject to inventory risk, has latitude in establishing prices, or has met several but not all of these indicators in accordance with ASC 606-10-55-36 through 40. The Company determined that it is primarily responsible for fulfilling the promise to provide the specified good as the Company directly purchases and pays for in full the applicable E-voucher, health care products and computer products from the vendors prior to posting of such products for sale on its online marketplace platform and prior to taking any orders for sales of such products. Meanwhile, the Company maintained an average daily inventory of approximately $403,994 to support an average 2.1 days of sales during the year ended June 30, 2023, which demonstrate the Company had control over the products prior to selling it to the customers as the ownership of the products did not transfer momentarily to the customer after the Company purchased the products from vendors. In addition, the Company cannot return the products to the vendors due to lack of sales which demonstrated that the Company is subject to inventory risk, and it has discretion in establishing the price of the products which has demonstrated that the Company has the ability to direct the use of that good or service and obtain substantially all of the remaining benefits. In certain instances, the Company is acting as an agent in the transaction and is engaging in drop shipping arrangements for health care, food, and beverage products, where the products were shipped directly from the vendors to the customers. In these drop shipping transactions, the Company was not primarily responsible for fulfilling the promise to deliver the products to the customers, and as a result, did not exercise control over the goods or assume any inventory risks. Therefore, the Company determined that revenue from sales of products under the drop shipping arrangements were recognized on a net basis. The Company recognizes the sales of E-vouchers, health care products, computer products, and food and beverage products revenue when the control of the specified goods is transferred to its customer. No refund or return policy is provided to the customer. For the years ended June 30, 2023 and 2022, approximately $1.8 million and $2.8 million of product revenues are related to non-spending related activities with the same amount recorded as selling expenses, respectively. |
Loyalty program | Loyalty program - Performance obligations satisfied at a point in time The Company’s ZCITY reward loyalty program allows members to earn points on purchases that can be redeemed for rewards that include discounts on future purchases. When members purchase the Company’s product or make purchase with the Company’s participated vendor through ZCITY, the Company allocate the transaction price between the product and service, and the reward points earned based on the relative stand-alone selling prices and expected point redemption. The portion allocated to the reward points is initially recorded as contract liability and subsequently recognized as revenue upon redemption or expiration. The two primary estimates utilized to record the contract liabilities for reward points earned by members are the estimated retail price per point and estimated breakage. The estimated retail price per point is based on the actual historical retail prices of product purchased or service obtained through the redemption of reward points. The Company estimate breakage of reward points based on historical redemption rates. The Company continually evaluates its methodology and assumptions based on developments in retail price per point redeemed, redemption patterns and other factors. Changes in the retail price per point and redemption rates have the effect of either increasing or decreasing the contract liabilities through current period revenue by an amount estimated to represent the retail value of all points previously earned but not yet redeemed by loyalty program members as of the end of the reporting period. | Loyalty program - Performance obligations satisfied at a point in time The Company’s ZCITY reward loyalty program allows members to earn points on purchases that can be redeemed for rewards that include discounts on future purchases. When members purchase the Company’s product or make purchase with the Company’s participated vendor through ZCITY, the Company allocate the transaction price between the product and service, and the reward points earned based on the relative stand-alone selling prices and expected point redemption. The portion allocated to the reward points is initially recorded as contract liability and subsequently recognized as revenue upon redemption or expiration. The two primary estimates utilized to record the contract liabilities for reward points earned by members are the estimated retail price per point and estimated breakage. The estimated retail price per point is based on the actual historical retail prices of product purchased or service obtained through the redemption of reward points. The Company estimate breakage of reward points based on historical redemption rates. The Company continually evaluates its methodology and assumptions based on developments in retail price per point redeemed, redemption patterns and other factors. Changes in the retail price per point and redemption rates have the effect of either increasing or decreasing the contract liabilities through current period revenue by an amount estimated to represent the retail value of all points previously earned but not yet redeemed by loyalty program members as of the end of the reporting period. |
Transactions revenue | Transactions revenue - Performance obligations satisfied at a point in time The transactions revenues primarily consist of fees charged to merchants for participating in ZCITY upon successful sales transaction and payment service taken place between the merchants and their customers online. The Company earns transaction revenue from merchants when transactions are completed on certain retail marketplaces. Such revenue is generally determined as a percentage based on the value of merchandise or services being sold by the merchants. In connection with the transaction revenue, the Company offers to share the profit of the transaction (“agent commission”) to the agents who has referred merchants to participating in Company’s online marketplace platform and in ZCITY. Transaction revenue is recognized, net of agent commission, in the unaudited condensed consolidated statements of operations at the time when the underlying transaction is completed. | Transactions revenue - Performance obligations satisfied at a point in time The transactions revenues primarily consist of fees charged to merchants for participating in ZCITY upon successful sales transaction and payment service taken place between the merchants and their customers online. The Company earns transaction revenue from merchants when transactions are completed on certain retail marketplaces. Such revenue is generally determined as a percentage based on the value of merchandise or services being sold by the merchants. In connection with the transaction revenue, the Company offers to share the profit of the transaction (“agent commission”) to the agents who has referred merchants to participating in Company’s online marketplace platform and in ZCITY. Transaction revenue is recognized, net of agent commission, in the consolidated statements of operations at the time when the underlying transaction is completed. |
Member subscription revenue | Member subscription revenue - Performance obligations satisfied over time In order to attract more customer to engage with the Company’s online marketplace and in ZCITY, the Company provides membership subscription to the customers to join the Zmember program, a membership program that provides member with benefits which included exclusive saving, bonus, and referral rewards. Member subscription revenue primarily consists of fees charge to customers who sign up for Zmember. As the Company provides customers with 6 months member subscription service in general, member subscription revenue is recognized in the unaudited condensed consolidated statement of operation over the time across the subscription period. | Member subscription revenue - Performance obligations satisfied over time In order to attract more customer to engage with the Company’s online marketplace and in ZCITY, the Company provides membership subscription to the customers to join the Zmember program, a membership program that provides member with benefits which included exclusive saving, bonus, and referral rewards. Member subscription revenue primarily consists of fees charge to customers who sign up for Zmember. As the Company provides customers with 6 months member subscription service in general, member subscription revenue is recognized in the consolidated statement of operation over the time across the subscription period. |
Sublicense revenue | Sublicense revenue - Performance obligations satisfied over time The Company, through its wholly-owned subsidiaries, Morgan and AY Food, generates revenue by sublicensing the right to use the Licensor’s Trademark to its customers. Since the sublicense fee is charged to customers on a monthly basis throughout the contractual period, the Company recognizes sublicense revenue in the unaudited condensed consolidated statements of operations over the duration of the contract. Furthermore, the Company establishes itself as the principal in these arrangements, as it possesses the latitude to establish pricing and assumes the inventory risk associated with fulfilling the minimum payment obligations to the Trademark’s licensor regardless of the number of sublicensees engaged by the Company during the license period. Disaggregated information of revenues by products/services are as follows: For the three months ended For the nine months ended March 31, March 31, 2024 2023 2024 2023 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Gift card or “E-voucher” revenue (1) $ 1,213,360 $ 17,815,306 $ 20,083,266 $ 53,265,957 Health care products, computer products, and food and beverage products revenue (1) 226,587 74,445 952,853 151,445 Loyalty program revenue (1) 15,254 213,663 123,071 452,352 Transaction revenue (1) 13,666 20,742 49,741 53,086 Member subscription revenue (2) 84,235 27,957 405,659 229,781 Sublicense revenue (2) 43,027 - 159,239 - Total revenues $ 1,596,129 $ 18,152,113 $ 21,773,829 $ 54,152,621 (1) Revenue recognized at a point in time. (2) Revenue recognized over time. | Sublicense revenue - Performance obligations satisfied over time The Company, through its wholly-owned subsidiaries, Morgan and AY Food, generates revenue by sublicensing the right to use the Licensor’s Trademark to its customers. Since the sublicense fee is charged to customers on a monthly basis throughout the contractual period, the Company recognizes sublicense revenue in the consolidated statements of operations over the duration of the contract. Furthermore, the Company establishes itself as the principal in these arrangements, as it possesses the latitude to establish pricing and assumes the inventory risk associated with fulfilling the minimum payment obligations to the Trademark’s licensor regardless of the number of sublicensees engaged by the Company during the license period. Disaggregated information of revenues by products/services are as follows: For the years ended 2023 2022 Gift card or “E-voucher” revenue (1) $ 68,050,624 $ 78,739,939 Health care products, computer products, and food and beverage products revenue (1) 324,209 49,524 Loyalty program revenue (1) 524,854 620,293 Transaction revenue (1) 75,274 53,667 Agent subscription revenue (1) - 15 Member subscription revenue (2) 383,538 211,441 Sub license revenue (2) 49,820 - Total revenues $ 69,408,319 $ 79,674,879 (1) Revenue recognized at a point in time. (2) Revenue recognized over time. |
Cost of revenue | Cost of revenue Cost of revenue sold mainly consists of the purchases of the gift card or “E-voucher” pin code, and health care products which is directly attributable to the sales of product on the Company’s online marketplace platform. In addition, cost of revenue sold also consists of purchase of food and beverage products for resales and license payment to Trademark’s licensor for sublicense revenue. | Cost of revenue Cost of revenue sold mainly consists of the purchases of the gift card or “E-voucher” pin code, and health care products which is directly attributable to the sales of product on the Company’s online marketplace platform. In addition, cost of revenue sold also consists of purchase of food and beverage products for resales and license payment to Trademark’s licensor for sublicense revenue. |
Advertising costs | Advertising costs Advertising costs amounted to $231,915 and $1,148,729 for the three and nine months ended March 31, 2024 respectively. Advertising costs amounted to $865,707 and $2,834,157 for the three and nine months ended March 31, 2023, respectively. | Advertising costs Advertising costs amounted to $3,494,347 and $4,224,710 for the years ended June 30, 2023 and 2022, respectively. |
Research and development | Research and development Research and development expenses include salaries and other compensation-related expenses to the Company’s research and product development personnel, and related expenses for the Company’s research and product development team. Research and development expenses amounted to $181,502 and $402,130 for the three and nine months ended March 31, 2024, respectively. Research and development expenses amounted to $105,961 and $403,191 for the three and nine months ended March 31, 2023, respectively. | Research and development Research and development expenses include salaries and other compensation-related expenses to the Company’s research and product development personnel, and related expenses for the Company’s research and product development team. Research and development expenses amounted to $549,065 and $266,716 for the years ended June 30, 2023 and 2022, respectively. |
Defined contribution plan | Defined contribution plan The full-time employees of the Company are entitled to the government mandated defined contribution plan. The Company is required to accrue and pay for these benefits based on certain percentages of the employees’ respective salaries, subject to certain ceilings, in accordance with the relevant government regulations, and make cash contributions to the government mandated defined contribution plan. Total expenses for the plans were $54,921 and $192,152 for the three and nine months ended March 31, 2024, respectively. Total expenses for the plans were $82,330 and $190,176 for the three and nine months ended March 31, 2023, respectively. The related contribution plans include: ● Social Security Organization (“SOSCO”) – 1.75% based on employee’s monthly salary capped of RM 4,000; ● Employees Provident Fund (“EPF”) – 12% based on employee’s monthly salary; ● Employment Insurance System (“EIS”) – 0.2% based on employee’s monthly salary capped of RM 4,000; | Defined contribution plan The full-time employees of the Company are entitled to the government mandated defined contribution plan. The Company is required to accrue and pay for these benefits based on certain percentages of the employees’ respective salaries, subject to certain ceilings, in accordance with the relevant government regulations, and make cash contributions to the government mandated defined contribution plan. Total expenses for the plans were $208,190 and $139,593 for the years ended June 30, 2023 and 2022, respectively. The related contribution plans include: ● Social Security Organization (“SOSCO”) – 1.75% based on employee’s monthly salary capped of RM 4,000; ● Employees Provident Fund (“EPF”) – 12% based on employee’s monthly salary; ● Employment Insurance System (“EIS”) – 0.2% based on employee’s monthly salary capped of RM 4,000; |
Income taxes | Income taxes The Company accounts for income taxes in accordance with U.S. GAAP for income taxes. The charge for taxation is based on the results for the fiscal year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred taxes are accounted for using the asset and liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the unaudited condensed consolidated financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized, or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. No penalties and interest incurred related to underpayment of income tax for the nine months ended March 31, 2024 and 2023. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. The Company conducts much of its business activities in Malaysia and is subject to tax in its jurisdiction. As a result of its business activities, the Company will file separate tax returns that are subject to examination by the foreign tax authorities. | Income taxes The Company accounts for income taxes in accordance with U.S. GAAP for income taxes. The charge for taxation is based on the results for the fiscal year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred taxes are accounted for using the asset and liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. No penalties and interest incurred related to underpayment of income tax for the years ended June 30, 2023 and 2022. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. The Company conducts much of its business activities in Malaysia and is subject to tax in its jurisdiction. As a result of its business activities, the Company will file separate tax returns that are subject to examination by the foreign tax authorities. |
Stock-based compensation | Stock-based compensation The Company recognizes compensation costs resulting from the issuance of stock-based awards to third party consultant and former director as an expense in the unaudited condensed statements of operations over the requisite service period based on a measurement of fair value for each stock-based award. The fair value of stock-based awards granted are estimated as of the grant date using the Black-Scholes-Merton option-pricing model while the fair value of each common stock granted are estimated using the Company’s closing stock price on the grant date. The fair value is amortized as compensation cost on a straight-line basis over the requisite service period of the awards. The Black-Scholes-Merton option-pricing model includes various assumptions, including the fair market value of the common stock of the Company, expected life of stock options, the expected volatility and the expected risk-free interest rate, among others. These assumptions reflect the Company’s best estimates, but they involve inherent uncertainties based on market conditions generally outside the control of the Company. As a result, if other assumptions had been used, stock-based compensation expense, as determined in accordance with authoritative guidance, could have been materially impacted. Furthermore, if the Company uses different assumptions on future grants, stock-based compensation expense could be materially affected in future periods. | Stock-based compensation The Company recognizes compensation costs resulting from the issuance of stock-based awards to third party consultant and former director as an expense in the statements of operations over the requisite service period based on a measurement of fair value for each stock-based award. The fair value of each warrants granted are estimated as of the grant date using the Black-Scholes-Merton option-pricing model while the fair value of each common stock granted are estimated using the Company’s closing stock price on the grant date. The fair value is amortized as compensation cost on a straight-line basis over the requisite service period of the awards. The Black-Scholes-Merton option-pricing model includes various assumptions, including the fair market value of the common stock of the Company, expected life of stock options, the expected volatility and the expected risk-free interest rate, among others. These assumptions reflect the Company’s best estimates, but they involve inherent uncertainties based on market conditions generally outside the control of the Company. As a result, if other assumptions had been used, stock-based compensation expense, as determined in accordance with authoritative guidance, could have been materially impacted. Furthermore, if the Company uses different assumptions on future grants, stock-based compensation expense could be materially affected in future periods. |
Comprehensive loss | Comprehensive loss Comprehensive loss consists of two components, net loss and other comprehensive loss. Net loss refers to revenue, expenses, gains and losses that under GAAP are recorded as an element of stockholders’ deficiency. Other comprehensive loss is excluded from net loss. Other comprehensive loss consists of a foreign currency translation adjustment resulting from the Company not using the U.S. dollar as its functional currencies. | Comprehensive loss Comprehensive loss consists of two components, net loss and other comprehensive loss. Net loss refers to revenue, expenses, gains and losses that under GAAP are recorded as an element of stockholders’ equity (deficiency) Other comprehensive loss but are excluded from net loss. Other comprehensive loss consists of a foreign currency translation adjustment resulting from the Company not using the U.S. dollar as its functional currencies. |
Loss per share | Loss per share The Company computes earnings (loss) per share (“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net loss divided by the weighted average common stock outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of the potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common stock that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS For the nine months ended March 31, 2024 and 2023, 100,000 contingent shares to be issued to the underwriters are excluded in the diluted EPS calculation due to its anti-diluted effect, respectively. | Loss per share The Company computes earnings (loss) per share (“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net loss divided by the weighted average common stock outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of the potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common stock that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS for the years ended June 30, 2023 and 2022, a total of 1,383,356 and 3,282,887 contingent shares to be issued to the underwriters and convertible note holders are excluded in the diluted EPS calculation due to its anti-diluted effect, respectively. |
Fair value measurements | Fair value measurements Fair value is defined as the price that would be received for an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. Valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. When determining the fair value measurements for assets and liabilities, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. The following summarizes the three levels of inputs required to measure fair value, of which the first two are considered observable and the third is considered unobservable: Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The fair value for certain assets and liabilities such as cash and cash equivalents, accounts receivable, inventories, other receivables and other current assets, prepayments, accounts payable, customers deposits, contract liabilities, other payables and accrued liabilities have been determined to approximate carrying amounts due to the short maturities of these instruments. | Fair value measurements Fair value is defined as the price that would be received for an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. Valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. When determining the fair value measurements for assets and liabilities, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. The following summarizes the three levels of inputs required to measure fair value, of which the first two are considered observable and the third is considered unobservable: Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The fair value for certain assets and liabilities such as cash and cash equivalents, accounts receivable, inventories, other receivables and other current assets, prepayments, accounts payable, customers deposits, contract liabilities, other payables and accrued liabilities have been determined to approximate carrying amounts due to the short maturities of these instruments. |
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. | 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. |
Lease | Lease Effective July 1, 2022, the Company adopted ASU 2016-02, “Leases” (Topic 842), and elected the practical expedients that does not require us to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. For lease terms of twelve months or fewer, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. If any of the following criteria are met, the Company classifies the lease as a finance lease: ● The lease transfers ownership of the underlying asset to the lessee by the end of the lease term; ● The lease grants the lessee an option to purchase the underlying asset that the Company is reasonably certain to exercise; ● The lease term is for 75% or more of the remaining economic life of the underlying asset, unless the commencement date falls within the last 25% of the economic life of the underlying asset; ● The present value of the sum of the lease payments equals or exceeds 90% of the fair value of the underlying asset; or ● The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. Leases that do not meet any of the above criteria are accounted for as operating leases. The Company combines lease and non-lease components in its contracts under Topic 842, when permissible. Operating lease right-of-use (“ROU”) asset and lease liability are recognized at the adoption date of July 1, 2022 or the commencement date, whichever is earlier, based on the present value of lease payments over the lease term. Since the implicit rate for the Company’s leases is not readily determinable, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment and over a similar term. Lease terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease, as the Company does not have reasonable certainty at lease inception that these options will be exercised. The Company generally considers the economic life of its operating lease ROU asset to be comparable to the useful life of similar owned assets. The Company has elected the short-term lease exception, therefore operating lease ROU asset and liability do not include leases with a lease term of twelve months or less. Its leases generally do not provide a residual guarantee. The operating lease ROU asset also excludes lease incentives. Lease expense is recognized on a straight-line basis over the lease term for operating lease. The Company reviews the impairment of its ROU asset consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount of operating lease liability in any tested asset group and includes the associated operating lease payments in the undiscounted future pre-tax cash flows. For the three and nine months ended March 31, 2024 and 2023, the Company did not recognize impairment loss on its operating lease ROU asset. | Lease Effective July 1, 2022, the Company adopted ASU 2016-02, “Leases” (Topic 842), and elected the practical expedients that does not require us to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. For lease terms of twelve months or fewer, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. If any of the following criteria are met, the Company classifies the lease as a finance lease: ● The lease transfers ownership of the underlying asset to the lessee by the end of the lease term; ● The lease grants the lessee an option to purchase the underlying asset that the Company is reasonably certain to exercise; ● The lease term is for 75% or more of the remaining economic life of the underlying asset, unless the commencement date falls within the last 25% of the economic life of the underlying asset; ● The present value of the sum of the lease payments equals or exceeds 90% of the fair value of the underlying asset; or ● The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. Leases that do not meet any of the above criteria are accounted for as operating leases. The Company combines lease and non-lease components in its contracts under Topic 842, when permissible. Operating lease right-of-use (“ROU”) asset and lease liability are recognized at the adoption date of July 1, 2022 or the commencement date, whichever is earlier, based on the present value of lease payments over the lease term. Since the implicit rate for the Company’s leases is not readily determinable, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment and over a similar term. Lease terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease, as the Company does not have reasonable certainty at lease inception that these options will be exercised. The Company generally considers the economic life of its operating lease ROU asset to be comparable to the useful life of similar owned assets. The Company has elected the short-term lease exception, therefore operating lease ROU asset and liability do not include leases with a lease term of twelve months or less. Its leases generally do not provide a residual guarantee. The operating lease ROU asset also excludes lease incentives. Lease expense is recognized on a straight-line basis over the lease term for operating lease. The Company reviews the impairment of its ROU asset consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount of operating lease liability in any tested asset group and includes the associated operating lease payments in the undiscounted future pre-tax cash flows. For the years ended June 30, 2023 and 2022, the Company did not recognize impairment loss on its operating lease ROU asset. |
Recent accounting pronouncements | Recent accounting pronouncements The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued. Under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Company meets the definition of an emerging growth company and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies. In May 2019, the FASB issued ASU 2019-05, which is an update to ASU Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. The amendments in Update 2016-13 added Topic 326, Financial Instruments—Credit Losses, and made several consequential amendments to the Codification. Update 2016-13 also modified the accounting for available-for-sale debt securities, which must be individually assessed for credit losses when fair value is less than the amortized cost basis, in accordance with Subtopic 326-30, Financial Instruments— Credit Losses—Available-for-Sale Debt Securities. The amendments in this Update address those stakeholders’ concerns by providing an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. For those entities, the targeted transition relief will increase comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets. Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments in Update 2016-13 while still providing financial statement users with decision-useful information. In November 2019, the FASB issued ASU No. 2019-10, which to update the effective date of ASU No. 2016-13 for private companies, not-for-profit organizations and certain smaller reporting companies applying for credit losses, leases, and hedging standard. The new effective date for these preparers is for fiscal years beginning after December 15, 2022. ASU 2019-05 is effective for the Company for annual and interim reporting periods beginning July 1, 2023 as the Company is qualified as an emerging growth company. The Company has adopted of this standard on July 1, 2023, the adoption did not have a material impact on its unaudited condensed consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, “Debt – Debt Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)”. The amendment in this Update is to address issues identified as a result of the complexity associated with applying generally accepted accounting principles (GAAP) for certain financial instruments with characteristics of liabilities and equity. For convertible instruments, the Board decided to reduce the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this Update are effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Board specified that an entity should adopt the guidance as of the beginning of its annual fiscal year. The Company has not early adopted this update and it will become effective on July 1, 2024 as the Company is qualified as an emerging growth company. The Company believes the adoption of this ASU would have a material effect on the Company’s unaudited condensed consolidated financial statements and related disclosures. In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements — codification amendments in response to SEC’s disclosure Update and Simplification initiative which amend the disclosure or presentation requirements of codification subtopic 230-10 Statement of Cash Flows—Overall, 250-10 Accounting Changes and Error Corrections— Overall, 260-10 Earnings Per Share— Overall, 270-10 Interim Reporting— Overall, 440-10 Commitments—Overall, 470-10 Debt—Overall, 505-10 Equity—Overall, 815-10 Derivatives and Hedging—Overall, 860-30 Transfers and Servicing—Secured Borrowing and Collateral, 932-235 Extractive Activities— Oil and Gas—Notes to Financial Statements, 946-20 Financial Services— Investment Companies— Investment Company Activities, and 974-10 Real Estate—Real Estate Investment Trusts—Overall. The amendments represent changes to clarify or improve disclosure and presentation requirements of above subtopics. Many of the amendments allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the SEC’s requirements. Also, the amendments align the requirements in the Codification with the SEC’s regulations. For entities subject to existing SEC disclosure requirements or those that must provide financial statements to the SEC for securities purposes without contractual transfer restrictions, the effective date aligns with the date when the SEC removes the related disclosure from Regulation S-X or Regulation S-K. Early adoption is not allowed. For all other entities, the amendments will be effective two years later from the date of the SEC’s removal. The Company is currently evaluating the impact of the update on the Company’s unaudited condensed consolidated financial statements and related disclosures. In November 2023, the FASB issued ASU 2023-07, which is an update to Topic 280, Segment Reporting. The amendments in this Update improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. The amendments in this update: (1) require that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within each reported measure of segment profit or loss (collectively referred to as the “significant expense principle”), (2) Require that a public entity disclose, on an annual and interim basis, an amount for other segment items by reportable segment and a description of its composition. The other segment items category is the difference between segment revenue less the segment expenses disclosed under the significant expense principle and each reported measure of segment profit or loss, (3) Require that a public entity provide all annual disclosures about a reportable segment’s profit or loss and assets currently required by Topic 280 in interim periods, and (4) Clarify that if the CODM uses more than one measure of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources, a public entity may report one or more of those additional measures of segment profit. However, at least one of the reported segment profit or loss measures (or the single reported measure, if only one is disclosed) should be the measure that is most consistent with the measurement principles used in measuring the corresponding amounts in the public entity’s unaudited condensed consolidated financial statements. In other words, in addition to the measure that is most consistent with the measurement principles under generally accepted accounting principles (GAAP), a public entity is not precluded from reporting additional measures of a segment’s profit or loss that are used by the CODM in assessing segment performance and deciding how to allocate resources, (5) Require that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources, and (6) Require that a public entity that has a single reportable segment provide all the disclosures required by the amendments in this Update and all existing segment disclosures in Topic 280. The amendments in this Update also do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The amendments in this Update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. A public entity should apply the amendments in this Update retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. The Company is currently evaluating the impact of the update on the Company’s unaudited condensed consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, which is an update to Topic 740, Income Taxes. The amendments in this update related to the rate reconciliation and income taxes paid disclosures improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. The amendments allow investors to better assess, in their capital allocation decisions, how an entity’s worldwide operations and related tax risks and tax planning and operational opportunities affect its income tax rate and prospects for future cash flows. The other amendments in this Update improve the effectiveness and comparability of disclosures by (1) adding disclosures of pretax income (or loss) and income tax expense (or benefit) to be consistent with U.S. Securities and Exchange Commission (SEC) Regulation S-X 210.4-08(h), Rules of General Application—General Notes to Financial Statements: Income Tax Expense, and (2) removing disclosures that no longer are considered cost beneficial or relevant. For public business entities, the amendments in this Update are effective for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this Update should be applied on a prospective basis. Retrospective application is permitted. The Company is currently evaluating the impact of the update on Company’s unaudited condensed consolidated financial statements and related disclosures. Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated balance sheets, statements of operations and comprehensive loss and statements of cash flows. | Recent accounting pronouncements The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued. Under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Company meets the definition of an emerging growth company and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies. In May 2019, the FASB issued ASU 2019-05, which is an update to ASU Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. The amendments in Update 2016-13 added Topic 326, Financial Instruments—Credit Losses, and made several consequential amendments to the Codification. Update 2016-13 also modified the accounting for available-for-sale debt securities, which must be individually assessed for credit losses when fair value is less than the amortized cost basis, in accordance with Subtopic 326-30, Financial Instruments— Credit Losses—Available-for-Sale Debt Securities. The amendments in this Update address those stakeholders’ concerns by providing an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. For those entities, the targeted transition relief will increase comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets. Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments in Update 2016-13 while still providing financial statement users with decision-useful information. In November 2019, the FASB issued ASU No. 2019-10, which to update the effective date of ASU No. 2016-13 for private companies, not-for-profit organizations and certain smaller reporting companies applying for credit losses, leases, and hedging standard. The new effective date for these preparers is for fiscal years beginning after December 15, 2022. ASU 2019-05 is effective for the Company for annual and interim reporting periods beginning July 1, 2023 as the Company is qualified as an emerging growth company. The Company has adopted of this standard on July 1, 2023, the adoption did not have a material impact on its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”. The amendments in this Update simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. For public business entities, the amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption of the amendments is permitted, including adoption in any interim period for (1) public business entities for periods for which financial statements have not yet been issued and (2) all other entities for periods for which financial statements have not yet been made available for issuance. An entity that elects to early adopt the amendments in an interim period should reflect any adjustments as of the beginning of the annual period that includes that interim period. Additionally, an entity that elects early adoption must adopt all the amendments in the same period. The Company has adopted of this standard on July 1, 2022, the adoption did not have a material impact on its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, “Debt – Debt Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)”. The amendment in this Update is to address issues identified as a result of the complexity associated with applying generally accepted accounting principles (GAAP) for certain financial instruments with characteristics of liabilities and equity. For convertible instruments, the Board decided to reduce the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this Update are effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Board specified that an entity should adopt the guidance as of the beginning of its annual fiscal year. The Company has not early adopted this update and it will become effective on July 1, 2024 as the Company is qualified as an emerging growth company. The Company believes the adoption of this ASU would have a material effect on the Company’s consolidated financial statements and related disclosures. Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance sheets, statements of operations and comprehensive loss and statements of cash flows. |
Deferred offering costs | Deferred offering costs Deferred offering costs represents costs associated with the Company’s Offering on August 15, 2022. The deferred offering costs had been netted against the proceeds received from the Offering. | |
Agent subscription revenue | Agent subscription revenue - Performance obligations satisfied at a point in time In order to attract more merchants to join the Company’s online marketplace and in ZCITY, the Company provides a right to the agent, an individual or a merchant, to join the Zagent program and assist the Company to develop more merchants to join its merchant network. The agent subscription revenue primarily consists of fees charged to the agents in exchange for the right by introducing merchants to join the Company’s merchant network and to earn a future fixed percentage of commission fee upon completion of each sales transaction. As the agent subscription fee is non-refundable, agent subscription revenue is recognized in the consolidated statements of operations at the time when an agent completed the Zagent program training and the remittance of payment of the subscription fee. |
Nature of Business and Organi_2
Nature of Business and Organization (Tables) | 9 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Jun. 30, 2023 | |
Nature of Business and Organization [Abstract] | ||
Schedule of Consolidated Financial Statements Reflect the Activities of TGL | The accompanying unaudited condensed consolidated financial statements reflect the activities of TGL and each of the following entities. Name Background Ownership ZCity Sdn Bhd (formerly known as Gem Reward Sdn. Bhd.) (“ZCITY”) ● A Malaysian company 100% owned by TGL Foodlink Global Sdn. Bhd. (“Foodlink”) ● A Malaysian company 100% owned by TGL Morgan Global Sdn. Bhd. (“Morgan”) ● A Malaysian company 100% owned by Foodlink AY Food Ventures Sdn. Bhd. (“AY Food”) ● A Malaysian company 100% owned by Foodlink | The accompanying consolidated financial statements reflect the activities of TGL and each of the following entities. Name Background Ownership Gem Reward Sdn. Bhd. (“GEM”) ● A Malaysian company Operated O2O e-commerce platform known as ZCITY Foodlink Global Sdn Bhd (“Foodlink”), ● A Malaysian company 100% owned by TGL Morgan Global Sdn. Bhd (“Morgan”) ● A Malaysian company 100% owned by Foodlink AY Food Ventures Sdn. Bhd. (“AY Food”), ● A Malaysian company 100% owned by Foodlink |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Jun. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | ||
Schedule of Translation of Foreign Currencies | Translation of foreign currencies into US$1 have been made at the following exchange rates for the respective periods: As of March 31, June 30, Period-end MYR: US$1 exchange rate 4.72 4.67 For the nine months ended 2024 2023 Period-average MYR: US$1 exchange rate 4.68 4.53 | Translation of foreign currencies into US$1 have been made at the following exchange rates for the respective periods: As of June 30, June 30, Period-end MYR: US$1 exchange rate 4.67 4.41 For the years ended June 30, 2023 2022 Period-average MYR: US$1 exchange rate 4.49 4.23 |
Schedule of Estimated Useful Lives of the Assets | Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets with no residual value. The estimated useful lives are as follows: Expected Computer and office equipment 5 years Furniture and fixtures 3-5 years Motor vehicles 5 years Leasehold improvement 3 years | |
Schedule of Disaggregated Information of Revenues by Products/Services | Disaggregated information of revenues by products/services are as follows: For the three months ended For the nine months ended March 31, March 31, 2024 2023 2024 2023 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Gift card or “E-voucher” revenue (1) $ 1,213,360 $ 17,815,306 $ 20,083,266 $ 53,265,957 Health care products, computer products, and food and beverage products revenue (1) 226,587 74,445 952,853 151,445 Loyalty program revenue (1) 15,254 213,663 123,071 452,352 Transaction revenue (1) 13,666 20,742 49,741 53,086 Member subscription revenue (2) 84,235 27,957 405,659 229,781 Sublicense revenue (2) 43,027 - 159,239 - Total revenues $ 1,596,129 $ 18,152,113 $ 21,773,829 $ 54,152,621 (1) Revenue recognized at a point in time. (2) Revenue recognized over time. | Disaggregated information of revenues by products/services are as follows: For the years ended 2023 2022 Gift card or “E-voucher” revenue (1) $ 68,050,624 $ 78,739,939 Health care products, computer products, and food and beverage products revenue (1) 324,209 49,524 Loyalty program revenue (1) 524,854 620,293 Transaction revenue (1) 75,274 53,667 Agent subscription revenue (1) - 15 Member subscription revenue (2) 383,538 211,441 Sub license revenue (2) 49,820 - Total revenues $ 69,408,319 $ 79,674,879 (1) Revenue recognized at a point in time. (2) Revenue recognized over time. |
Schedule of Estimated Useful Lives of the Assets | Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets with no residual value. The estimated useful lives are as follows: Expected Computer and office equipment 5 years Furniture and fixtures 3-5 years Motor vehicles 5 years Leasehold improvement 3 years |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 9 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Jun. 30, 2023 | |
Accounts Receivable, Net [Abstract] | ||
Schedule of Accounts Receivable, Net | As of 2024 As of June 30, 2023 (Unaudited) (Audited) Accounts receivable $ 225,571 $ 163,383 Provision for estimated credit losses (152,831 ) (214 ) Total accounts receivable, net $ 72,740 $ 163,169 | As of As of Accounts receivable $ 163,383 $ 227 Allowance for doubtful accounts (214 ) (227 ) Total accounts receivable, net $ 163,169 $ - |
Schedule of Movements of Provision for Estimated Credit Losses | Movements of provision for estimated credit losses are as follows: As of 2024 As of June 30, 2023 (Unaudited) (Audited) Beginning balance $ 214 $ 227 Addition 153,985 601 Write-off - (601 ) Exchange rate effect (1,368 ) (13 ) Ending balance $ 152,831 $ 214 | Movements of allowance for doubtful accounts are as follows: As of June 30, 2023 As of June 30, 2022 Beginning balance $ 227 $ 25,690 Addition (recovery) 601 (24,953 ) Write-off (601 ) - Exchange rate effect (13 ) (510 ) Ending balance $ 214 $ 227 |
Inventories, Net (Tables)
Inventories, Net (Tables) | 9 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Jun. 30, 2023 | |
Inventories, Net [Abstract] | ||
Schedule of Inventories | Inventories consist of the following: As of 2024 As of June 30, 2023 (Unaudited) (Audited) Gift card (or E-voucher) $ 20,641 $ 378,710 Nutrition products 12,940 8,383 Food and beverage products 14,661 13,450 Total $ 48,242 $ 400,543 | Inventories consist of the following: As of As of Gift card (or E-voucher) $ 378,710 $ 187,271 Nutrition products 8,383 28,798 Food and beverage products 13,450 - Total $ 400,543 $ 216,069 |
Other Receivables and Other C_2
Other Receivables and Other Current Assets (Tables) | 9 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Jun. 30, 2023 | |
Other Receivables and Other Current Assets [Abstract] | ||
Schedule of Other Receivables and Other Current Assets | As of 2024 As of June 30, 2023 (Unaudited) (Audited) Deposits (i) $ 117,830 $ 59,486 Prepaid tax 5,287 1,595 Prepaid expense (ii) 152,840 552,044 Software development deposit (iii) 84,701 - Total other receivables and other current assets $ 360,658 $ 613,125 (i) The balance of deposits mainly represented deposit made by the Company to a third-party service provider to secure the service, security deposit consists of rent and utilities, and others. As of March 31, 2024 and 2023, no allowance was recorded against doubtful receivables. (ii) The balance of prepaid expense mainly represented prepayment made by the Company to third parties for cyber security service, director & officer liability insurance (“D&O Insurance”) or other professional service. In July 2022, the Company entered into an IT service agreement (“Service Agreement”) with a third party. Pursuant to the Service Agreement, the third party will provide IT and advisory service to the Company to enhance its cyber security for a two-year period with a consideration of $477,251. The Company amortized the prepaid expense related to Service Agreement based on the service performed and completed during each period. As of March 31, 2024, the balance of prepaid expense pertained to the Service Agreement amounted to $62,495. In February 2024, the Company purchased a D&O Insurance premium amounting $74,078 which covers a period of twelve months, to be expired on February 24, 2025. As of March 31, 2024, the balance of prepaid expenses pertaining to the D&O Insurance amounted to $67,904. (iii) On July 20, 2023, the Company entered into a software development agreement (the “Agreement”) with Nexgen Advisory Sdn Bhd (“Nexgen”), an unrelated third party. Pursuant to the Agreement, the Company engaged with Nexgen in software development related to the creation of an artificial intelligence-powered travel platform. As of September 30, 2023, the Company had made a $209,768 service deposit to Nexgen; however, the service had not yet commenced. On September 25, 2023, the Company terminated the Agreement with Nexgen. As of March 31, 2024, the Company has collected $125,067 of the service deposit as mentioned above and expected to collect the remaining by the end of June 2024. | As of As of Deposits (1) $ 59,486 $ 6,020 Prepaid tax 1,595 2,760 Prepaid expense (2) 552,044 - Total other receivables and other current assets $ 613,125 $ 8,780 (1) The balance of deposits mainly represented deposit made by the Company to a third party service provider to secure the service, security deposit consists of rent and utilities, and others. As of June 30, 2023 and 2022, no allowance was recorded against doubtful receivables. (2) The balance of prepaid expense mainly represented prepayment made by the Company to third parties for cyber security service, director & officer liability insurance (“D&O Insurance”) or other professional service. |
Prepayments (Tables)
Prepayments (Tables) | 9 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Jun. 30, 2023 | |
Prepayments [Abstract] | ||
Schedule of Prepayments | As of As of (Unaudited) (Audited) Deposits to suppliers $ 406,247 $ 248,551 | As of As of Deposits to suppliers $ 248,551 $ 203,020 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Jun. 30, 2023 | |
Property and Equipment, Net [Abstract] | ||
Schedule of Property and Equipment, Net | Property and equipment, net consist of the following: As of 2024 As of June 30, 2023 (Unaudited) (Audited) Computer and office equipment $ 154,454 $ 142,520 Furniture and fixtures 73,689 73,355 Motor vehicle 82,172 83,185 Leasehold improvement 131,180 132,797 Subtotal 441,495 431,857 Less: accumulated depreciation (240,537 ) (152,257 ) Total $ 200,958 $ 279,600 | Property and equipment, net consist of the following: As of June 30, As of June 30, Computer and office equipment $ 142,520 $ 151,205 Furniture and fixtures 73,355 76,148 Motor vehicle 83,185 88,045 Leasehold improvement 132,797 89,425 Subtotal 431,857 404,823 Less: accumulated depreciation (152,257 ) (67,178 ) Total $ 279,600 $ 337,645 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 9 Months Ended |
Mar. 31, 2024 | |
Intangible Assets, Net [Abstract] | |
Schedule of Intangible Assets, Net | Intangible assets, net consisted of the following: As of As of June 30, 2024 2023 (Unaudited) (Audited) Internal use software development $ 2,752,942 $ - Less: accumulated amortization (331,422 ) - Total intangible assets, net $ 2,421,520 $ - |
Schedule of Amortization Expense | The following table sets forth the Company’s amortization expense for the next five years ending: Amortization expenses Twelve months ending March 31, 2025 $ 727,254 Twelve months ending March 31, 2026 428,016 Twelve months ending March 31, 2027 428,016 Twelve months ending March 31, 2028 428,016 Twelve months ending March 31, 2029 410,218 Total $ 2,421,520 |
Investment in Marketable Secu_2
Investment in Marketable Securities (Tables) | 9 Months Ended |
Mar. 31, 2024 | |
Investment in Marketable Securities [Abstract] | |
Schedule of Investment in Marketable Securities | The VCIG Shares shall be issued on a restricted stock basis for a period of six (6) months from the commencement date of the Software Developing Agreement. As of 2024 As of June 30, 2023 (Unaudited) (Audited) Cost of investment $ 1,000,000 $ - Cumulative unrealized loss on marketable equity securities (699,140 ) - Investment in marketable securities $ 300,860 $ - |
Loans and Notes (Tables)
Loans and Notes (Tables) | 9 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Jun. 30, 2023 | |
Loans and Notes [Abstract] | ||
Schedule of Convertible Notes Payable, Net of Unamortized Discounts | The Company has convertible notes payable, net of unamortized discounts as follows: Face Unamortized Convertible Third Related June 30, 2022 balance 14,108,876 (717,260 ) 13,391,616 10,954,042 2,437,574 Issuance of convertible notes 8,172,093 (1,189,074 ) 6,983,019 6,983,019 - Amortization of debt discounts - 1,290,050 1,290,050 1,290,050 - Conversion (17,130,969 ) 245,980 (16,884,989 ) (14,447,415 ) (2,437,574 ) Exchange rate effect - 12,020 12,020 12,020 - June 30, 2023 balance $ 5,150,000 $ (358,284 ) $ 4,791,716 $ 4,791,716 $ - Amortization of debt discounts - 330,351 330,351 330,351 - Repayments (3,367,290 ) - (3,367,290 ) (3,367,290 ) - Conversion (1,782,710 ) 27,933 (1,754,777 ) (1,754,777 ) - March 31, 2024 balance $ - $ - $ - $ - $ - | The Company has convertible notes payable, net of unamortized discounts as follows: Face value of Unamortized Convertible Third Related June 30, 2021 balance $ 5,733,961 $ (758,508 ) $ 4,975,453 $ 3,575,453 $ 1,400,000 Issuance of convertible notes 8,374,915 (1,231,610 ) 7,143,305 6,105,731 1,037,574 Amortization of debt discounts - 1,266,861 1,266,861 1,266,861 - Exchange rate effect - 5,997 5,997 5,997 - June 30, 2022 balance 14,108,876 (717,260 ) 13,391,616 10,954,042 2,437,574 Issuance of convertible notes 8,172,093 (1,189,074 ) 6,983,019 6,983,019 - Amortization of debt discounts - 1,290,050 1,290,050 1,290,050 - Conversion (17,130,969 ) 245,980 (16,884,989 ) (14,447,415 ) (2,437,574 ) Exchange rate effect - 12,020 12,020 12,020 - June 30, 2023 balance $ 5,150,000 $ (358,284 ) $ 4,791,716 $ 4,791,716 $ - |
Other Payables and Accrued Li_2
Other Payables and Accrued Liabilities (Tables) | 9 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Jun. 30, 2023 | |
Other Payables and Accrued Liabilities [Abstract] | ||
Schedule of Other Payables and Accrued Liabilities | As of March 31, 2024 As of 2023 (Unaudited) (Audited) Accrued professional fees (i) $ 145,081 $ 233,600 Accrued promotion expenses (ii) 1,701 39,538 Accrued payroll 82,168 157,542 Accrued interest (iii) 81,658 79,936 Payables to merchant from ZCITY platform (iv) 196,742 174,056 Others 42,538 38,724 Total other payables and accrued liabilities $ 549,888 $ 723,396 (i) Accrued professional fees The balance of accrued professional fees represented amount due to third parties service providers which include mobile application developing, marketing consulting service, IT related professional service, audit fee, tax filing fee, and consulting fee related to capital raising. (ii) Accrued promotion expense The balance of accrued promotion expense represented the balance of profit sharing payable to the Company’s merchant and subscribed agents to promote business growth. (iii) Accrued interest The balance of accrued interest represented the balance of interest payable from convertible notes aforementioned in Note 10. (iv) Payables to merchants from ZCITY platform The balance of payables to merchants from ZCITY platform represented the amount the Company collected on behalf of merchant from its customer through the Company’s ZCITY platform. | As of As of Accrued professional fees (i) $ 233,600 $ 910,186 Accrued promotion expenses (ii) 39,538 41,476 Accrued payroll 157,542 112,069 Accrued interest (iii) 79,936 92,686 Payables to merchant from ZCITY platform (iv) 174,056 - Others 38,724 5,443 Total other payables and accrued liabilities $ 723,396 $ 1,161,860 (i) Accrued professional fees The balance of accrued professional fees represented amount due to third parties service providers which include marketing consulting service, IT related professional service, audit fee, and consulting fee related to capital raising. In addition, the balance of accrued professional fees also consist of consulting fee which the Company agree to compensate the consultant by issuing 300,000 warrants exercisable for a period of 5 years at $4.00 per share. On August 15, 2022, the Company had issued the warrants to the consultant upon completion of its Offering. The value of the consulting fee was estimated by the fair value of the warrants which was determined by using the Black Scholes model (Note 11). The consulting fee was estimated to be $856,170 and record as accrued professional fee as of June 30, 2022. Upon issuance of the warrants, the above-mentioned balance of the accrued professional fee was reduced by increasing the same amount in additional paid in capital. (ii) Accrued promotion expense The balance of accrued promotion expense represented the balance of profit sharing payable to the Company’s merchant and subscribed agents to promote business growth. (iii) Accrued interest The balance of accrued interest represented the balance of interest payable from convertible note aforementioned in Note 8. (iv) Payables to merchants from ZCITY platform The balance of payables to merchants from ZCITY platform represented the amount the Company collected on behalf of merchant from its customer through the Company’s ZCITY platform. |
Related Party Balances and Tr_2
Related Party Balances and Transactions (Tables) | 9 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Jun. 30, 2023 | |
Related Party Balances and Transactions [Abstract] | ||
Schedule of Related Party Balances | Other receivable, a related party Name of related party Relationship Nature As of March 31, 2024 As of (Unaudited) (Audited) Ezytronic Sdn Bhd Jau Long “Jerry” Ooi is the common shareholder Equipment rental deposit $ 12,229 $ 12,379 Other payables, related parties Name of Related Party Relationship Nature As of As of (Unaudited) (Audited) True Sight Sdn Bhd Su Huay “Sue” Chuah, the Company’s former Chief Marketing Officer is the shareholder of this entity Consulting fee $ - $ 345 Ezytronic Sdn Bhd Jau Long “Jerry” Ooi is a common Operating expense paid on behalf - 1,315 Total $ - $ 1,660 Amount due to related parties Name of Related Party Relationship Nature As of As of (Unaudited) (Audited) Chong Chan “Sam” Teo Directors, Chief Executive Officer, and Shareholder of TGL Interest-free loan, due on demand $ - $ 186,579 Kok Pin “Darren” Tan Shareholder of TGL Interest-free loan, due on demand - 134,381 Total $ - $ 320,960 | Other receivable, a related party Name of related party Relationship Nature As of As of Ezytronic Sdn Bhd Jau Long “Jerry” Ooi is the common shareholder Equipment rental deposit $ 12,379 $ - |
Schedule of Related Party Transactions | For the Three Months Ended For the Nine months Ended March 31, March 31, Name of Related Party Relationship Nature 2024 2023 2024 2023 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Matrix Ideal Sdn Bhd Director Yu Weng Lok is shareholder of TGI, Spouse of Chuah Su Chen, COO of the Company $ - $ 126 $ - $ 126 Purchase from related parties For the Three Months Ended For the Nine months Ended March 31, March 31, Name of Related Party Relationship Nature 2024 2023 2024 2023 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Ezytronic Sdn Bhd Jau Long “Jerry” Ooi Purchase of products $ 181 $ 12,310 $ 25,594 $ 20,511 Equipment purchased from a related party For the Three Months Ended For the Nine months Ended March 31, March 31, Name of Related Party Relationship Nature 2024 2023 2024 2023 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Ezytronic Sdn Bhd Jau Long “Jerry” Ooi Purchase of equipment $ 1,003 $ 11,001 $ 13,149 $ 49,656 Operating expenses from related parties For the Three Months Ended For the Nine months Ended March 31, March 31, Name of Related Party Relationship Nature 2024 2023 2024 2023 (Unaudited) (Unaudited) (Unaudited) (Unaudited) True Sight Sdn Bhd Su Huay “Sue” Chuah, the Company’s former Chief Marketing Officer is a 40% shareholder of this entity Consulting fees $ 17,675 $ 96,483 $ 51,414 $ 279,886 Imej Jiwa Communications Sdn Bhd Voon Him “Victor” Hoo, the Company’s Chairman and Managing Director is the director of this entity Consulting fees - - - 2,744 World Cloud Ventures Sdn Bhd Jau Long “Jerry” Ooi is the common shareholder Operating expense - 10,797 - 46,441 Ezytronic Sdn Bhd Jau Long “Jerry” Ooi Operating expense - - 16,244 - Total $ 17,675 $ 107,280 $ 67,658 $ 329,071 | Revenue from related parties Name of Related Party Relationship Nature For the For the Ezytronic Sdn Bhd Jau Long “Jerry” Ooi is a common shareholder Sales of products $ - $ 166,139 Matrix Ideal Sdn Bhd Yu Weng Lok is a common shareholder Sales of products 126 2,837 Total $ 126 $ 168,976 Purchase from related parties Name of Related Party Relationship Nature For the 2023 For the Ezytronic Sdn Bhd Jau Long “Jerry” Ooi is a common shareholder Purchase of products $ 22,036 $ 54,328 World Cloud Ventures Sdn Bhd Shareholder of TGL Purchase of Services 55,484 48,259 The Evolutionary Zeal Sdn Bhd Jay Long “Jerry” Ooi is a common shareholder Purchase of products - 18,824 Total $ 77,520 $ 121,411 Equipment purchased from a related party Name of Related Party Relationship Nature For the 2023 For the Ezytronic Sdn Bhd Jau Long “Jerry” Ooi is a common shareholder Purchase of equipment $ 52,328 $ - Consulting fees from related parties Name of Related Party Relationship Nature For the For the V Capital Investment Limited Voon Him “Victor” Hoo, the Company’s Chairman and Managing Director is the director of this entity beginning on June 1, 2021. Consulting fees $ - $ 75,000 Imej Jiwa Communications Sdn Bhd Voon Him “Victor” Hoo, the Company’s former Chairman and Managing Director is the director of this entity Consulting fess 2,744 - True Sight Sdn Bhd Su Huay “Sue” Chuah, the Company’s former Chief Marketing Officer is a 40% shareholder of this entity Consulting fees 290,476 615,367 Total $ 293,220 $ 690,367 |
Schedule of Convertible Notes Payable, Related Parties | Convertible notes payable, related parties Name of related party Relationship Nature As of As of Chuah Su Mei Spouse of Kok Pin “Darren” Tan, shareholder of TGL CLN $ - $ 240,444 Click Development Berhad Shareholder of TGL CLN - 120,235 Cloudmaxx Sdn Bhd Jau Long “Jerry” Ooi and Kok Pin “Darren” Tan are common shareholder CLN - 568,305 V Capital Kronos Berhad Shareholder of TGL, and Voon Him “Victor” Hoo is the common shareholder CLN - 1,400,000 World Cloud Ventures Sdn Bhd Jau Long “Jerry” Ooi is the common shareholder CLN - 108,590 Total $ - $ 2,437,574 Accounts payable, related parties Name of Related Party Relationship Nature As of As of Ezytronic Sdn Bhd Jau Long “Jerry” Ooi is the common shareholder Purchase of inventories $ - $ 4,229 The Evolutionary Zeal Sdn Bhd Shareholder of TGL Purchase of inventories - 9,034 World Cloud Ventures Sdn Bhd Jau Long “Jerry” Ooi is a common shareholder Purchase of inventories - 1,063 Total $ - $ 14,326 Other payables, related parties Name of Related Party Relationship Nature As of As of True Sight Sdn Bhd Su Huay “Sue” Chuah, the Company’s former Chief Marketing Officer is the shareholder of this entity Consulting fee $ 345 $ - Ezytronic Sdn Bhd Jau Long “Jerry” Ooi is a common Operating expense paid on behalf 1,315 - Total $ 1,660 $ - Amount due to related parties Name of Related Party Relationship Nature As of As of Chong Chan “Sam” Teo Directors, Chief Executive Officer, and Shareholder of TGL Interest-free loan, due on demand $ 186,579 $ 197,480 Kok Pin “Darren” Tan Shareholder of TGL Interest-free loan, due on demand 134,381 1,862,608 Total $ 320,960 $ 2,060,088 |
Stockholders' Deficiency (Table
Stockholders' Deficiency (Tables) | 9 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Jun. 30, 2023 | |
Stockholders’ Deficiency [Abstract] | ||
Schedule of Warrants Outstanding | Warrants outstanding as of March 31, 2024 are as follows: Shares Weighted Average Exercise Price* Weighted Remaining Contractual Outstanding at June 30, 2023 100,000 $ 5.00 4.1 Granted 14,000,000 0.0001 - Exercised (14,000,000 ) - - Outstanding at March 31, 2024 (unaudited) 100,000 $ 5.00 3.4 | Warrants outstanding as of June 30, 2023 are as follows: Shares Weighted Average Exercise Price Weighted Remaining Contractual Outstanding at June 30, 2022 - $ - - Granted 400,000 4.25 5.0 Exercised (300,000 ) 4.00 Outstanding at June 30, 2023 100,000 $ 5.00 4.1 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Jun. 30, 2023 | |
Income Taxes [Abstract] | ||
Schedule of United States and Foreign Components of Income (Loss) Before Income Taxes | The United States and foreign components of loss before income taxes were comprised of the following: For the three months ended For the nine months ended March 31, March 31, 2024 2023 2024 2023 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Tax jurisdictions from: - Local – United States $ (1,291,148 ) $ (1,137,653 ) $ (3,748,688 ) $ (2,344,369 ) - Foreign – Malaysia (422,167 ) (1,776,915 ) (1,275,001 ) (6,231,712 ) Loss before income tax $ (1,713,315 ) $ (2,914,568 ) $ (5,023,689 ) $ (8,576,081 ) For the three months ended For the nine months ended March 31, March 31, 2024 2023 2024 2023 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Tax jurisdictions from: - Local – United States $ - $ 11,500 $ 14,800 $ 34,500 - Foreign – Malaysia - - 6,052 - Provision for income taxes $ - $ 11,500 $ 20,852 $ 34,500 | The United States and foreign components of loss before income taxes were comprised of the following: For the years ended June 30, 2023 2022 Tax jurisdictions from: - Local – United States $ (3,728,225 ) $ (3,541,832 ) - Foreign – Malaysia (7,901,870 ) (8,188,582 ) Loss before income tax $ (11,630,095 ) $ (11,730,414 ) |
Schedule of Aggregate Deferred Tax Assets | The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of: As of As of (Unaudited) (Audited) Deferred tax assets: Net operating loss carry forwards in U.S. $ 1,661,488 $ 1,177,486 Net operating loss carry forwards in Malaysia 5,401,789 4,927,995 Amortization of debt discount 156,403 70,415 Less: valuation allowance* (7,219,680 ) (6,175,896 ) Deferred tax assets $ - $ - * Change in valuation allowance was amounted to $1,042,990 and $1,665,893 for the nine months ended March 31, 2024 and 2023, respectively. | The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of: As of As of Deferred tax assets: Net operating loss carry forwards in U.S. $ 1,177,486 $ 324,144 Net operating loss carry forwards in Malaysia 4,927,995 3,031,546 Stock based compensation - 179,796 Amortization of debt discount 70,415 148,081 Less: valuation allowance* (6,175,896 ) (3,683,567 ) Deferred tax assets $ - $ - * Change in valuation allowance was amounted to $2,492,329 and $1,870,243 for the years ended June 30, 2023 and 2022, respectively. |
Schedule of Provision for Income Taxes | The provision for income taxes consisted of the following: For the years ended June 30, 2023 2022 Tax jurisdictions from: - Local – United States $ 97,616 $ 15,600 - Foreign – Malaysia - - Provision for income taxes $ 97,616 $ 15,600 | |
Schedule of Effective Tax Rate | The following table reconciles the local (United States) statutory rates to the Company’s effective tax rate for the periods indicated below: For the years ended June 30, 2023 2022 U.S. statutory rate 21.0 % 21.0 % Differential of Malaysia statutory tax rate 2.0 % 2.1 % Change in valuation allowance (23.8 )% (15.9 )% Permanent difference (1) - % (7.3 )% Effective tax rate (0.8 )% (0.1 )% (1) Permanent difference consists of legal and professional fee net with the IPO proceeds, which is non-deductible in the Company’s tax return. |
Leases (Tables)
Leases (Tables) | 9 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Jun. 30, 2023 | |
Leases [Abstract] | ||
Schedule of Company’s Lease Liabilities Under the Remaining Operating Leases | The Company’s lease liabilities under the remaining operating leases as of March 31, 2024 for the next five years is as follows: March 31, 2024 $ 35,191 2025 - Total undiscounted lease payments 35,191 Less imputed interest (817 ) Total lease liabilities $ 34,374 | The Company’s lease liabilities under the remaining operating leases as of June 30, 2023 for the next five years is as follows: June 30, 2024 $ 40,838 2025 23,217 Total undiscounted lease payments 64,055 Less imputed interest (1,745 ) Total lease liabilities $ 62,310 |
Nature of Business and Organi_3
Nature of Business and Organization (Details) | 12 Months Ended | ||
Apr. 12, 2023 USD ($) shares | Apr. 12, 2023 MYR (RM) shares | Jun. 30, 2023 | |
Nature of Business and Organization [Line Items] | |||
Share purchased | 10,000 | 10,000 | |
Consideration amount | $ 3,000 | RM 0 | |
Holding company incorporated | Mar. 20, 2020 | ||
Sale Agreement [Member] | |||
Nature of Business and Organization [Line Items] | |||
Interest rate percentage | 100% | 100% | |
Ordinary Shares [Member] | |||
Nature of Business and Organization [Line Items] | |||
Share purchased | 10,000 | 10,000 |
Nature of Business and Organi_4
Nature of Business and Organization (Details) - Schedule of Consolidated Financial Statements Reflect the Activities of TGL | 9 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Jun. 30, 2023 | |
ZCity Sdn Bhd (formerly known as Gem Reward Sdn. Bhd.) (“ZCITY”) [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Background | A Malaysian company Incorporated in June 2017 Operated O2O e-commerce platform known as ZCITY | |
Ownership | 100% | |
Foodlink Global Sdn. Bhd. (“Foodlink”) [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Background | A Malaysian company Incorporated in January 2023 Sub-licensing restaurant branding and selling and trading of foods and beverage products. | A Malaysian company Incorporated in January 2023 Sub-licensing restaurant branding and selling and trading of foods and beverage products. |
Ownership | 100% | 100% |
Morgan Global Sdn. Bhd. (“Morgan”) [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Background | A Malaysian company Incorporated in January 2023 Sub-licensing restaurant branding and selling and trading of foods and beverage products. | A Malaysian company Incorporated in January 2023 Sub-licensing restaurant branding and selling and trading of foods and beverage products. |
Ownership | 100% | 100% |
AY Food Ventures Sdn. Bhd. (“AY Food”) [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Background | A Malaysian company Incorporated in January 2023 Sub-licensing restaurant branding and selling and trading of foods and beverage products. | A Malaysian company Incorporated in January 2023 Sub-licensing restaurant branding and selling and trading of foods and beverage products. |
Ownership | 100% | 100% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 3 Months Ended | 4 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Nov. 30, 2023 USD ($) $ / shares shares | Aug. 15, 2022 USD ($) $ / shares shares | Mar. 31, 2024 USD ($) $ / shares | Mar. 31, 2023 USD ($) | Jun. 30, 2023 USD ($) $ / shares | Mar. 31, 2024 USD ($) $ / shares shares | Mar. 31, 2024 MYR (RM) shares | Mar. 31, 2023 USD ($) shares | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2023 MYR (RM) shares | Jun. 30, 2022 USD ($) shares | Jul. 31, 2021 $ / shares | |||||
Accounting Policies [Line Items] | ||||||||||||||||
Recurring loss from operations | $ 4,400,000 | |||||||||||||||
Accumulated deficit | $ 36,500,000 | 36,500,000 | ||||||||||||||
Net operating cash outflow | $ 4,200,000 | $ 4,200,000 | ||||||||||||||
Offering shares (in Shares) | shares | 109,833 | |||||||||||||||
Common stock, par or stated value per share (in Dollars per share) | $ / shares | $ 0.00001 | $ 0.0007 | [1] | $ 0.0007 | [1] | $ 0.0007 | [1] | $ 0.0007 | [1] | |||||||
Shares issued, price per share (in Dollars per share) | $ / shares | $ 0.001 | |||||||||||||||
Aggregate net proceeds | $ 8,200,000 | $ 8,235,109 | $ 8,235,110 | |||||||||||||
Net proceed from the third party net of debt discount | $ 3,500,000 | |||||||||||||||
Public offering price (in Dollars per share) | $ / shares | $ 0.1 | |||||||||||||||
Pre-funded warrants (in Shares) | shares | 14,000,000 | |||||||||||||||
Right to purchase (in Dollars per share) | $ / shares | $ 0.01 | |||||||||||||||
Price per prefunded warrant (in Dollars per share) | $ / shares | $ 0.0999 | |||||||||||||||
Allowance for doubtful account | $ 152,831 | $ 214 | 152,831 | 214 | 227 | |||||||||||
Additional allowance doubtful account | 101,860 | $ 0 | 153,985 | 0 | 601 | 0 | ||||||||||
Inventory write-down | 484 | 8,805 | ||||||||||||||
Impairment of long-lived assets | ||||||||||||||||
Average inventory maintained on daily basis | 274,198 | 403,994 | 274,198 | 403,994 | ||||||||||||
Revenue from selling expenses | 48,576 | 458,219 | 1,800,000 | 2,800,000 | ||||||||||||
Product revenues | 381,701 | 1,506,795 | ||||||||||||||
Advertising expenses | 865,707 | 2,834,157 | 3,494,347 | 4,224,710 | ||||||||||||
Research and development expense | 181,502 | 105,961 | 402,130 | 403,191 | 549,065 | 266,716 | ||||||||||
Total expenses | 54,921 | 82,330 | $ 192,152 | 190,176 | $ 208,190 | 139,593 | ||||||||||
Tax rate | 50% | 50% | 50% | 50% | ||||||||||||
Loss from operations | (1,370,554) | (2,882,422) | $ (4,378,577) | (7,540,385) | $ (10,236,866) | (10,176,798) | ||||||||||
Accumulated deficit | (36,487,992) | (31,443,451) | (36,487,992) | (31,443,451) | (19,715,740) | |||||||||||
Net operating cash outflow | (4,160,429) | (7,028,342) | (9,560,285) | (8,663,901) | ||||||||||||
Provision for Other Credit Losses | 0 | 24,953 | ||||||||||||||
Allowance for credit loss, receivable, other, current | ||||||||||||||||
Prepaid expense | ||||||||||||||||
Number of average days to maintain an inventory | 2 years 1 month 6 days | 2 years 1 month 6 days | ||||||||||||||
Percentage of fair value of underlying asset | 90% | 90% | ||||||||||||||
Inventories [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Inventory write-down | $ 0 | $ 484 | $ 0 | $ 484 | $ 0 | $ 8,805 | ||||||||||
Employees Provident Fund [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Shares of common stock (in Shares) | shares | 371,628 | |||||||||||||||
Employee’s monthly salary percent | 12% | 12% | 12% | 12% | ||||||||||||
Social Security Organization [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Employee’s monthly salary percent | 1.75% | 1.75% | 1.75% | 1.75% | ||||||||||||
Defined contribution plan, maximum annual contributions per employee, amount (in Ringgits) | RM | RM 4,000 | RM 4,000 | ||||||||||||||
Employment Insurance System [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Employee’s monthly salary percent | 0.20% | 0.20% | 0.20% | 0.20% | ||||||||||||
Defined contribution plan, maximum annual contributions per employee, amount (in Ringgits) | RM | RM 4,000 | RM 4,000 | ||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Promissory note face amount | $ 5,500,000 | $ 5,500,000 | ||||||||||||||
Net proceed from the third party net of debt discount | $ 5,060,000 | $ 5,060,000 | ||||||||||||||
Interest expense, percentage | 4% | 4% | ||||||||||||||
Interest expense, percentage | 4% | 4% | ||||||||||||||
Promissory note face amount | 12 months | 12 months | ||||||||||||||
Minimum [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Internal use software with useful lives contractual term | 1 year | 1 year | ||||||||||||||
Maximum [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Internal use software with useful lives contractual term | 5 years | 5 years | ||||||||||||||
Contingent shares [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Antidilutive securities amount (in Shares) | shares | 100,000 | 100,000 | 100,000 | 1,383,356 | 1,383,356 | 3,282,887 | ||||||||||
Advertising [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Advertising expenses | $ 231,915 | $ 1,148,729 | ||||||||||||||
Initial Underwritten Public Offering [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Offering shares (in Shares) | shares | 32,857 | |||||||||||||||
Common stock, par or stated value per share (in Dollars per share) | $ / shares | $ 0.1 | |||||||||||||||
Shares issued, price per share (in Dollars per share) | $ / shares | $ 280 | |||||||||||||||
Shares of common stock (in Shares) | shares | 26,014,000 | |||||||||||||||
Initial Underwritten Public Offering [Member] | Common Stock [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Offering shares (in Shares) | shares | 2,300,000 | |||||||||||||||
Common stock, par or stated value per share (in Dollars per share) | $ / shares | $ 0.00001 | |||||||||||||||
Shares issued, price per share (in Dollars per share) | $ / shares | $ 4 | |||||||||||||||
Aggregate net proceeds | $ 8,200,000 | |||||||||||||||
[1] Giving retroactive effect to the 1-for-70 reverse stock split effected on February 27, 2024 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Translation of Foreign Currencies | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 |
Period-end MYR: US$1 exchange rate [Member] | |||
Schedule of Translation of Foreign Currencies [Line Items] | |||
Translation of foreign currencies | 4.72 | 4.67 | |
Period-average MYR: US$1 exchange rate [Member] | |||
Schedule of Translation of Foreign Currencies [Line Items] | |||
Translation of foreign currencies | 4.68 | 4.53 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Estimated Useful Lives of the Assets | Mar. 31, 2024 | Jun. 30, 2023 |
Computer and office equipment [Member] | ||
Schedule of Property Plant and Equipment Useful Lives [ Line Items] | ||
Estimated useful lives | 5 years | |
Motor vehicles [Member] | ||
Schedule of Property Plant and Equipment Useful Lives [ Line Items] | ||
Estimated useful lives | 5 years | 5 years |
Leasehold improvement [Member] | ||
Schedule of Property Plant and Equipment Useful Lives [ Line Items] | ||
Estimated useful lives | 3 years | 3 years |
Minimum [Member] | Furniture and fixtures [Member] | ||
Schedule of Property Plant and Equipment Useful Lives [ Line Items] | ||
Estimated useful lives | 3 years | 3 years |
Maximum [Member] | Furniture and fixtures [Member] | ||
Schedule of Property Plant and Equipment Useful Lives [ Line Items] | ||
Estimated useful lives | 5 years | 5 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of Disaggregated Information of Revenues by Products/Services - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |||||||
Schedule of Disaggregated Information of Revenues by Products/Services (Unaudited) [Line Items] | ||||||||||||
Total revenues | $ 1,596,129 | $ 18,152,113 | $ 21,773,829 | $ 54,152,621 | $ 69,408,319 | $ 79,674,879 | ||||||
Gift card or “E-voucher” revenue [Member] | ||||||||||||
Schedule of Disaggregated Information of Revenues by Products/Services (Unaudited) [Line Items] | ||||||||||||
Total revenues | 1,213,360 | [1] | 17,815,306 | [1] | 20,083,266 | [1] | 53,265,957 | [1] | 68,050,624 | [2] | 78,739,939 | [2] |
Health care products, computer products, and food and beverage products revenue [Member] | ||||||||||||
Schedule of Disaggregated Information of Revenues by Products/Services (Unaudited) [Line Items] | ||||||||||||
Total revenues | 226,587 | [1] | 74,445 | [1] | 952,853 | [1] | 151,445 | [1] | 324,209 | [2] | 49,524 | [2] |
Loyalty program revenue [Member] | ||||||||||||
Schedule of Disaggregated Information of Revenues by Products/Services (Unaudited) [Line Items] | ||||||||||||
Total revenues | 15,254 | [1] | 213,663 | [1] | 123,071 | [1] | 452,352 | [1] | 524,854 | [2] | 620,293 | [2] |
Transaction revenue [Member] | ||||||||||||
Schedule of Disaggregated Information of Revenues by Products/Services (Unaudited) [Line Items] | ||||||||||||
Total revenues | 13,666 | [1] | 20,742 | [1] | 49,741 | [1] | 53,086 | [1] | 75,274 | [2] | 53,667 | [2] |
Member subscription revenue [Member] | ||||||||||||
Schedule of Disaggregated Information of Revenues by Products/Services (Unaudited) [Line Items] | ||||||||||||
Total revenues | 84,235 | [3] | 27,957 | [3] | 405,659 | [3] | 229,781 | [3] | 383,538 | [4] | 211,441 | [4] |
Sublicense revenue [Member] | ||||||||||||
Schedule of Disaggregated Information of Revenues by Products/Services (Unaudited) [Line Items] | ||||||||||||
Total revenues | $ 43,027 | [3] | [3] | $ 159,239 | [3] | [3] | $ 49,820 | |||||
[1] Revenue recognized at a point in time. Revenue recognized at a point in time. Revenue recognized over time. Revenue recognized over time. |
Accounts Receivable, Net (Detai
Accounts Receivable, Net (Details) - Schedule of Accounts Receivable, Net - USD ($) | Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2022 |
Schedule of Accounts Receivable, Net [Line Items] | |||
Accounts receivable | $ 225,571 | $ 163,383 | $ 227 |
Provision for estimated credit losses | (152,831) | (214) | (227) |
Total accounts receivable, net | $ 72,740 | $ 163,169 |
Accounts Receivable, Net (Det_2
Accounts Receivable, Net (Details) - Schedule of Movements of Provision for Estimated Credit Losses - Accounts Receivable [Member] - USD ($) | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule of Movements of Provision for Estimated Credit Losses [Line Items] | ||||
Beginning balance | $ 214 | $ 227 | $ 227 | $ 25,690 |
Addition | 153,985 | 601 | 601 | (24,953) |
Write-off | (601) | (601) | ||
Exchange rate effect | (1,368) | (13) | (13) | (510) |
Ending balance | $ 152,831 | $ 214 | $ 214 | $ 227 |
Inventories, Net (Details) - Sc
Inventories, Net (Details) - Schedule of Inventories - USD ($) | Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2022 |
Schedule of Inventories [Line Items] | |||
Total Inventories | $ 48,242 | $ 400,543 | $ 216,069 |
Gift card (or E-voucher) [Member] | |||
Schedule of Inventories [Line Items] | |||
Total Inventories | 20,641 | 378,710 | 187,271 |
Nutrition products [Member] | |||
Schedule of Inventories [Line Items] | |||
Total Inventories | 12,940 | 8,383 | 28,798 |
Food and beverage products [Member] | |||
Schedule of Inventories [Line Items] | |||
Total Inventories | $ 14,661 | $ 13,450 |
Other Receivables and Other C_3
Other Receivables and Other Current Assets (Details) - USD ($) | 1 Months Ended | |||||||
Feb. 29, 2024 | Mar. 31, 2023 | Jul. 31, 2022 | Mar. 31, 2024 | Sep. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | ||
Other Receivables and Other Current Assets [Line Items] | ||||||||
Service agreement amount | [1] | $ 552,044 | ||||||
Purchase of insurance premium | $ 74,078 | $ 311,250 | ||||||
Expire date | Feb. 24, 2025 | Feb. 24, 2024 | ||||||
Insurance amounted | $ 67,904 | 207,500 | ||||||
Service deposit | 125,067 | $ 209,768 | ||||||
Term of insurance premium | 12 months | |||||||
Service Agreement [Member] | ||||||||
Other Receivables and Other Current Assets [Line Items] | ||||||||
Cyber security consideration amount | $ 477,251 | |||||||
Service agreement amount | $ 62,495 | $ 181,237 | ||||||
[1] The balance of prepaid expense mainly represented prepayment made by the Company to third parties for cyber security service, director & officer liability insurance (“D&O Insurance”) or other professional service. |
Other Receivables and Other C_4
Other Receivables and Other Current Assets (Details) - Schedule of Other Receivables and Other Current Assets - USD ($) | Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | ||||
Schedule of Other Receivables and Other Current Assets [Abstract] | |||||||
Deposits | $ 117,830 | [1] | $ 59,486 | [1],[2] | $ 6,020 | [2] | |
Prepaid tax | 5,287 | 1,595 | 2,760 | ||||
Prepaid expense | [3] | 152,840 | 552,044 | ||||
Software development deposit | [4] | 84,701 | |||||
Total other receivables and other current assets | $ 360,658 | $ 613,125 | $ 8,780 | ||||
[1] The balance of deposits mainly represented deposit made by the Company to a third-party service provider to secure the service, security deposit consists of rent and utilities, and others. As of March 31, 2024 and 2023, no allowance was recorded against doubtful receivables. The balance of deposits mainly represented deposit made by the Company to a third party service provider to secure the service, security deposit consists of rent and utilities, and others. As of June 30, 2023 and 2022, no allowance was recorded against doubtful receivables. The balance of prepaid expense mainly represented prepayment made by the Company to third parties for cyber security service, director & officer liability insurance (“D&O Insurance”) or other professional service. In July 2022, the Company entered into an IT service agreement (“Service Agreement”) with a third party. Pursuant to the Service Agreement, the third party will provide IT and advisory service to the Company to enhance its cyber security for a two-year period with a consideration of $477,251. The Company amortized the prepaid expense related to Service Agreement based on the service performed and completed during each period. As of March 31, 2024, the balance of prepaid expense pertained to the Service Agreement amounted to $62,495. In February 2024, the Company purchased a D&O Insurance premium amounting $74,078 which covers a period of twelve months, to be expired on February 24, 2025. As of March 31, 2024, the balance of prepaid expenses pertaining to the D&O Insurance amounted to $67,904. On July 20, 2023, the Company entered into a software development agreement (the “Agreement”) with Nexgen Advisory Sdn Bhd (“Nexgen”), an unrelated third party. Pursuant to the Agreement, the Company engaged with Nexgen in software development related to the creation of an artificial intelligence-powered travel platform. As of September 30, 2023, the Company had made a $209,768 service deposit to Nexgen; however, the service had not yet commenced. On September 25, 2023, the Company terminated the Agreement with Nexgen. As of March 31, 2024, the Company has collected $125,067 of the service deposit as mentioned above and expected to collect the remaining by the end of June 2024. |
Prepayments (Details) - Schedul
Prepayments (Details) - Schedule of Prepayments - USD ($) | Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2022 |
Deposits to Suppliers [Member] | |||
Schedule of Prepayments [Line Items] | |||
Deposits to suppliers | $ 406,247 | $ 248,551 | $ 203,020 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Property and Equipment, Net [Abstract] | ||||||
Depreciation expense | $ 26,770 | $ 20,756 | $ 90,941 | $ 83,664 | ||
Depreciation expense | $ 90,941 | $ 83,664 | $ 108,483 | $ 60,605 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of Property and Equipment, Net - USD ($) | Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2022 |
Schedule of Property and Equipment, Net [Line Items] | |||
Property and equipment, gross | $ 441,495 | $ 431,857 | $ 404,823 |
Less: accumulated depreciation | (240,537) | (152,257) | (67,178) |
Total | 200,958 | 279,600 | 337,645 |
Computer and office equipment [Member] | |||
Schedule of Property and Equipment, Net [Line Items] | |||
Property and equipment, gross | 154,454 | 142,520 | 151,205 |
Furniture and fixtures [Member] | |||
Schedule of Property and Equipment, Net [Line Items] | |||
Property and equipment, gross | 73,689 | 73,355 | 76,148 |
Motor vehicle [Member] | |||
Schedule of Property and Equipment, Net [Line Items] | |||
Property and equipment, gross | 82,172 | 83,185 | 88,045 |
Leasehold improvement [Member] | |||
Schedule of Property and Equipment, Net [Line Items] | |||
Property and equipment, gross | $ 131,180 | $ 132,797 | $ 89,425 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Intangible Assets, Net [Abstract] | ||||
Amortization expense | $ 199,748 | $ 331,582 |
Intangible Assets, Net (Detai_2
Intangible Assets, Net (Details) - Schedule of Intangible Assets, Net - USD ($) | Mar. 31, 2024 | Jun. 30, 2023 |
Schedule of Intangible Assets, Net [Abstract] | ||
Internal use software development | $ 2,752,942 | |
Less: accumulated amortization | (331,422) | |
Total intangible assets, net | $ 2,421,520 |
Intangible Assets, Net (Detai_3
Intangible Assets, Net (Details) - Schedule of Amortization Expense | Mar. 31, 2024 USD ($) |
Schedule of Amortization Expense [Abstract] | |
Twelve months ending March 31, 2025 | $ 727,254 |
Twelve months ending March 31, 2026 | 428,016 |
Twelve months ending March 31, 2027 | 428,016 |
Twelve months ending March 31, 2028 | 428,016 |
Twelve months ending March 31, 2029 | 410,218 |
Total | $ 2,421,520 |
Investment in Marketable Secu_3
Investment in Marketable Securities (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Jul. 19, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Jul. 31, 2021 | |
Marketable Securities [Line Items] | ||||||
Payment of cash | $ 1,000,000 | |||||
Allotment of ordinary shares with equivalent value | $ 1,000,000 | |||||
Price per share (in Dollars per share) | $ 0.001 | |||||
Unrealized loss on marketable equity securities | $ (346,705) | $ (699,140) | ||||
VCIG [Member] | ||||||
Marketable Securities [Line Items] | ||||||
Shares issued (in Shares) | 286,533 | |||||
Price per share (in Dollars per share) | $ 3.49 |
Investment in Marketable Secu_4
Investment in Marketable Securities (Details) - Schedule of Investment in Marketable Securities - USD ($) | Mar. 31, 2024 | Jun. 30, 2023 |
Schedule of Investment in Marketable Securities [Abstract] | ||
Cost of investment | $ 1,000,000 | |
Cumulative unrealized loss on marketable equity securities | (699,140) | |
Investment in marketable securities | $ 300,860 |
Loans and Notes (Details) - Par
Loans and Notes (Details) - Part-1 | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Feb. 28, 2023 USD ($) | Jul. 27, 2022 USD ($) | Jun. 27, 2022 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jul. 31, 2022 USD ($) | Jul. 27, 2022 MYR (RM) | Jul. 18, 2022 USD ($) | Jun. 27, 2022 MYR (RM) | |
Loans and Notes [Line Items] | ||||||||||||||
Short term loan | $ 74,078 | |||||||||||||
Interest expenses | $ 495 | $ 3,265 | $ 1,301 | |||||||||||
Interest expenses loan amount | 2,572 | $ 8,220 | 72,014 | 50,060 | $ 95,242 | $ 341,609 | ||||||||
Redeemable percentage | 12% | |||||||||||||
Insurance Loan [Member] | ||||||||||||||
Loans and Notes [Line Items] | ||||||||||||||
Instalments amount | $ 6,573 | |||||||||||||
percentage of interest rate | 9.50% | |||||||||||||
Remaining balance of Insurance loan | 56,889 | |||||||||||||
Insurance Loan [Member] | ||||||||||||||
Loans and Notes [Line Items] | ||||||||||||||
Interest expenses loan amount | 4,437 | 0 | ||||||||||||
Senior Note [Member] | ||||||||||||||
Loans and Notes [Line Items] | ||||||||||||||
Interest rate | 12% | |||||||||||||
Principal amount | $ 65,000 | |||||||||||||
Fong note amount | 65,000 | |||||||||||||
First Insurance Funding [Member] | Premium Finance Agreement [Member] | ||||||||||||||
Loans and Notes [Line Items] | ||||||||||||||
Short term loan | $ 264,563 | |||||||||||||
Instalments amount | $ 27,177 | |||||||||||||
First Insurance Funding [Member] | Premium Finance Agreement [Member] | ||||||||||||||
Loans and Notes [Line Items] | ||||||||||||||
Interest rate | 5.90% | |||||||||||||
Agtiq Solutions Sdn Bhd [Member] | ||||||||||||||
Loans and Notes [Line Items] | ||||||||||||||
Interest expenses loan amount | $ 2,515 | |||||||||||||
Agtiq Solutions Sdn Bhd [Member] | Revolving Credit Facility [Member] | Agtiq Loan Agreement [Member] | ||||||||||||||
Loans and Notes [Line Items] | ||||||||||||||
Loan facility to borrow | $ 700,000 | $ 700,000 | RM 3,000,000 | RM 3,000,000 | ||||||||||
Interest rate | 3.50% | 3.50% | ||||||||||||
Balance amount | 668,923 | |||||||||||||
Technovative Hub Sdn Bhd [Member] | Revolving Credit Facility [Member] | Technovative Loan Agreement [Member] | ||||||||||||||
Loans and Notes [Line Items] | ||||||||||||||
Loan facility to borrow | $ 1,000,000 | $ 1,000,000 | RM 4,000,000 | RM 4,000,000 | ||||||||||
Interest rate | 3.50% | 3.50% | ||||||||||||
Balance amount | 748,724 | |||||||||||||
Additional amount | $ 567,215 | $ 567,215 | ||||||||||||
Loans From Third Parties [Member] | ||||||||||||||
Loans and Notes [Line Items] | ||||||||||||||
Interest expenses loan amount | $ 2,515 | $ 0 |
Loans and Notes (Details) - P_2
Loans and Notes (Details) - Part-2 - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Aug. 15, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Nov. 30, 2023 | Nov. 13, 2020 | |
Loans and Notes [Line Items] | |||||||||
Per share of common stock (in Dollars per share) | $ 0.1 | ||||||||
Amortization of debt discount amount | $ 358,284 | $ 1,023,331 | $ 1,290,050 | $ 1,266,861 | |||||
Accredited investors shares (in Shares) | 7,585 | 4,175,889 | |||||||
Additional shares (in Shares) | 228 | 232,666 | |||||||
Tophill Loan Agreement One And Two [Member] | |||||||||
Loans and Notes [Line Items] | |||||||||
Accredited investors shares (in Shares) | 39,384 | ||||||||
Convertible notes [Member] | |||||||||
Loans and Notes [Line Items] | |||||||||
Amortization of debt discount amount | $ 0 | $ 0 | |||||||
Convertible Notes Payable [Member] | |||||||||
Loans and Notes [Line Items] | |||||||||
Principal amount | 5,500,000 | ||||||||
Interest rate | 4% | 4% | |||||||
Convertible amount | 350,000 | ||||||||
Accredited investors shares (in Shares) | 12,460 | ||||||||
Convertible Notes Payable [Member] | Tophill Loan Agreement One And Two [Member] | |||||||||
Loans and Notes [Line Items] | |||||||||
Amortization of debt discount amount | $ 0 | $ 46,296 | 46,296 | $ 466,232 | |||||
Convertible amount | $ 8,639,307 | 2,672,092 | |||||||
Accredited investors shares (in Shares) | 2,756,879 | ||||||||
Convertible Notes Payable [Member] | Accredited Investor [Member] | |||||||||
Loans and Notes [Line Items] | |||||||||
Principal amount | $ 2,123,600 | ||||||||
Interest rate | 13.33% | ||||||||
Conversion price (in Dollars per share) | $ 4 | ||||||||
Per share of common stock (in Dollars per share) | $ 5.48 | ||||||||
Debt discount amount | $ 212,360 | ||||||||
Convertible amount | $ 1,877,620 | $ 4,791,716 | $ 1,831,324 | ||||||
Accredited investors shares (in Shares) | 530,900 | ||||||||
Additional shares (in Shares) | 15,927 |
Loans and Notes (Details) - P_3
Loans and Notes (Details) - Part-3 | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||
Aug. 15, 2022 USD ($) shares | May 13, 2022 USD ($) | Jan. 03, 2022 USD ($) | Mar. 31, 2024 USD ($) $ / shares | Mar. 31, 2023 USD ($) | Mar. 31, 2024 USD ($) $ / shares | Mar. 31, 2023 USD ($) shares | Jun. 30, 2023 USD ($) $ / shares | Jun. 30, 2022 USD ($) shares | Nov. 30, 2023 $ / shares | May 13, 2022 MYR (RM) | Dec. 31, 2021 USD ($) | Oct. 31, 2021 USD ($) | Sep. 30, 2021 USD ($) | Jul. 31, 2021 USD ($) | Jun. 30, 2021 USD ($) | May 31, 2021 USD ($) | Nov. 13, 2020 USD ($) $ / shares | |
Loans and Notes [Line Items] | ||||||||||||||||||
Per share of common stock (in Dollars per share) | $ / shares | $ 0.1 | |||||||||||||||||
Amortization of debt | $ 25,255 | $ 358,284 | $ 1,023,331 | $ 1,290,050 | $ 1,266,861 | |||||||||||||
Unamortized discounts | 999,904 | $ 999,904 | ||||||||||||||||
Accredited investors shares (in Shares) | shares | 7,585 | 4,175,889 | ||||||||||||||||
Additional shares (in Shares) | shares | 228 | 232,666 | ||||||||||||||||
Amortization of debt discount amount | 358,284 | $ 1,023,331 | 1,290,050 | $ 1,266,861 | ||||||||||||||
Related Parties [Member] | ||||||||||||||||||
Loans and Notes [Line Items] | ||||||||||||||||||
Accredited investors shares (in Shares) | shares | 5,047 | |||||||||||||||||
Tophill Loan Agreement One And Two [Member] | ||||||||||||||||||
Loans and Notes [Line Items] | ||||||||||||||||||
Accredited investors shares (in Shares) | shares | 39,384 | |||||||||||||||||
Convertible notes [Member] | ||||||||||||||||||
Loans and Notes [Line Items] | ||||||||||||||||||
Amortization of debt | ||||||||||||||||||
Amortization of debt discount amount | $ 0 | $ 0 | ||||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||||
Loans and Notes [Line Items] | ||||||||||||||||||
Convertible amount | 350,000 | |||||||||||||||||
Accredited investors shares (in Shares) | shares | 12,460 | |||||||||||||||||
Principal amount | 5,500,000 | |||||||||||||||||
Interest rate | 4% | 4% | ||||||||||||||||
Convertible Notes Payable [Member] | Accredited Investor [Member] | ||||||||||||||||||
Loans and Notes [Line Items] | ||||||||||||||||||
Conversion price (in Dollars per share) | $ / shares | $ 4 | |||||||||||||||||
Per share of common stock (in Dollars per share) | $ / shares | $ 5.48 | |||||||||||||||||
Unamortized discounts | 292,276 | |||||||||||||||||
Convertible amount | $ 1,877,620 | $ 4,791,716 | 1,831,324 | |||||||||||||||
Accredited investors shares (in Shares) | shares | 530,900 | |||||||||||||||||
Additional shares (in Shares) | shares | 15,927 | |||||||||||||||||
Principal amount | $ 2,123,600 | |||||||||||||||||
Interest rate | 13.33% | |||||||||||||||||
Convertible Notes Payable [Member] | Third Parties Accredited Investors [Member] | ||||||||||||||||||
Loans and Notes [Line Items] | ||||||||||||||||||
Principal amount | $ 3,580,488 | $ 3,580,488 | $ 3,580,488 | $ 3,580,488 | $ 3,580,488 | $ 3,580,488 | ||||||||||||
Convertible Notes Payable [Member] | Seven Accredited Investors [Member] | ||||||||||||||||||
Loans and Notes [Line Items] | ||||||||||||||||||
Principal amount | $ 2,437,574 | $ 2,437,574 | $ 2,437,574 | $ 2,437,574 | $ 2,437,574 | $ 2,437,574 | ||||||||||||
Convertible Notes Payable [Member] | Ten Accredited Investors [Member] | ||||||||||||||||||
Loans and Notes [Line Items] | ||||||||||||||||||
Conversion price (in Dollars per share) | $ / shares | $ 6.9 | $ 6.9 | $ 6.9 | |||||||||||||||
Per share of common stock (in Dollars per share) | $ / shares | $ 5.48 | $ 5.48 | $ 5.48 | |||||||||||||||
Convertible amount | $ 6,018,062 | $ 6,018,062 | ||||||||||||||||
Accredited investors shares (in Shares) | shares | 872,183 | |||||||||||||||||
Convertible Notes Payable [Member] | Related Parties Accredited Investors [Member] | ||||||||||||||||||
Loans and Notes [Line Items] | ||||||||||||||||||
Convertible amount | $ 2,437,574 | |||||||||||||||||
Convertible Notes Payable [Member] | Related Parties [Member] | ||||||||||||||||||
Loans and Notes [Line Items] | ||||||||||||||||||
Accredited investors shares (in Shares) | shares | 353,272 | |||||||||||||||||
Convertible Notes Payable [Member] | Tophill Loan Agreement 1 [Member] | ||||||||||||||||||
Loans and Notes [Line Items] | ||||||||||||||||||
Loan facility to borrow | $ 4,800,000 | |||||||||||||||||
Interest rate | 3.50% | |||||||||||||||||
Loan balance divided percentage | 80% | |||||||||||||||||
Unamortized discounts | 0 | 0 | 424,984 | |||||||||||||||
Amortization of debt discount amount | $ 358,284 | $ 293,395 | 0 | |||||||||||||||
Convertible Notes Payable [Member] | Tophill Loan Agreement 2 [Member] | ||||||||||||||||||
Loans and Notes [Line Items] | ||||||||||||||||||
Loan facility to borrow | $ 11,900,000 | RM 50,000,000 | ||||||||||||||||
Interest rate | 3.50% | |||||||||||||||||
Conversion price percentage | 80% | 80% | ||||||||||||||||
Conversion price (in Dollars per share) | $ / shares | $ 4.38 | $ 4.38 | $ 4.38 | |||||||||||||||
Per share of common stock (in Dollars per share) | $ / shares | $ 5.48 | $ 5.48 | $ 5.48 | |||||||||||||||
Convertible amount | 5,542,231 | |||||||||||||||||
Conversion feature | $ 537,383 | 1,231,610 | ||||||||||||||||
Amortization of debt discount amount | 950,360 | 800,629 | ||||||||||||||||
Convertible Notes Payable [Member] | Tophill Loan Agreement One And Two [Member] | ||||||||||||||||||
Loans and Notes [Line Items] | ||||||||||||||||||
Convertible amount | $ 8,639,307 | 2,672,092 | ||||||||||||||||
Accredited investors shares (in Shares) | shares | 2,756,879 | |||||||||||||||||
Amortization of debt discount amount | $ 0 | $ 46,296 | $ 46,296 | $ 466,232 | ||||||||||||||
Convertible Notes Payable [Member] | Ten Accredited Investors [Member] | ||||||||||||||||||
Loans and Notes [Line Items] | ||||||||||||||||||
Interest rate | 12% | 12% | 12% | |||||||||||||||
IPO [Member] | ||||||||||||||||||
Loans and Notes [Line Items] | ||||||||||||||||||
Additional shares (in Shares) | shares | 32,858 | |||||||||||||||||
IPO [Member] | Convertible Notes Payable [Member] | Ten Accredited Investors [Member] | ||||||||||||||||||
Loans and Notes [Line Items] | ||||||||||||||||||
Conversion price (in Dollars per share) | $ / shares | $ 6.9 | $ 6.9 | $ 6.9 |
Loans and Notes (Details) - P_4
Loans and Notes (Details) - Part-4 - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||
Sep. 28, 2023 | Feb. 28, 2023 | Aug. 15, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2023 | Nov. 30, 2023 | Oct. 31, 2023 | Jun. 14, 2023 | Dec. 31, 2021 | Oct. 31, 2021 | Sep. 30, 2021 | Jul. 31, 2021 | Jun. 30, 2021 | May 31, 2021 | Nov. 13, 2020 | ||||
Loans and Notes [Line Items] | |||||||||||||||||||||||
Per share of common stock (in Dollars per share) | $ 0.1 | ||||||||||||||||||||||
Accredited investors shares (in Shares) | 7,585 | 4,175,889 | |||||||||||||||||||||
Per share of common stock (in Dollars per share) | $ 0.0007 | [1] | $ 0.0007 | [1] | $ 0.0007 | [1] | 0.00001 | ||||||||||||||||
Convertible notes | $ 1,782,710 | $ 1,782,710 | |||||||||||||||||||||
Accrued interest | 28,360 | $ 28,360 | |||||||||||||||||||||
Shares of common stock (in Shares) | 2,822,472 | ||||||||||||||||||||||
Outstanding principal amount | $ 1,000,000 | ||||||||||||||||||||||
Redemption premium | $ 284,790 | ||||||||||||||||||||||
Repaid of principal balance | $ 3,367,290 | $ 3,367,290 | |||||||||||||||||||||
Amortization of debt discount amount | 358,284 | $ 1,023,331 | $ 1,290,050 | $ 1,266,861 | |||||||||||||||||||
Unamortized discounts | $ 999,904 | 999,904 | |||||||||||||||||||||
Converted shares of common stock (in Shares) | 327,523 | ||||||||||||||||||||||
Interest expenses loan amount | 2,572 | 8,220 | 72,014 | 50,060 | $ 95,242 | 341,609 | |||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||||||||
Loans and Notes [Line Items] | |||||||||||||||||||||||
Conversion price (in Dollars per share) | $ 0.25 | ||||||||||||||||||||||
Interest rate | 4% | ||||||||||||||||||||||
Per share of common stock (in Dollars per share) | $ 1.6204 | ||||||||||||||||||||||
Conversion price percentage | 93% | ||||||||||||||||||||||
Related Parties [Member] | |||||||||||||||||||||||
Loans and Notes [Line Items] | |||||||||||||||||||||||
Accredited investors shares (in Shares) | 5,047 | ||||||||||||||||||||||
YA II PN Ltd [Member] | |||||||||||||||||||||||
Loans and Notes [Line Items] | |||||||||||||||||||||||
Principal amount | 1,100,000 | 1,100,000 | 1,100,000 | ||||||||||||||||||||
Convertible amount | $ 3,500,000 | $ 3,500,000 | $ 3,500,000 | ||||||||||||||||||||
Aggregate percentage traded on primary market | 25% | 25% | |||||||||||||||||||||
Conversion of common stock (in Shares) | 49,370 | ||||||||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||||||||
Loans and Notes [Line Items] | |||||||||||||||||||||||
Debt instrument, term | 12 years | ||||||||||||||||||||||
Triggered Principal Amount [Member] | |||||||||||||||||||||||
Loans and Notes [Line Items] | |||||||||||||||||||||||
Triggered Principal Amount | 7% | ||||||||||||||||||||||
Unsecured Convertible Notes [Member] | |||||||||||||||||||||||
Loans and Notes [Line Items] | |||||||||||||||||||||||
Accrued interest | $ 28,953 | ||||||||||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||||||||
Loans and Notes [Line Items] | |||||||||||||||||||||||
Principal amount | 5,500,000 | ||||||||||||||||||||||
Interest rate | 4% | 4% | |||||||||||||||||||||
Convertible amount | $ 350,000 | ||||||||||||||||||||||
Accredited investors shares (in Shares) | 12,460 | ||||||||||||||||||||||
Debt instrument, term | 12 months | ||||||||||||||||||||||
Shares of common stock (in Shares) | 40,322 | ||||||||||||||||||||||
Interest expenses loan amount | $ 66,672 | $ 85,184 | 340,277 | ||||||||||||||||||||
Convertible Notes Payable [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||
Loans and Notes [Line Items] | |||||||||||||||||||||||
Principal amount | $ 5,500,000 | ||||||||||||||||||||||
Purchase price percentage | 92% | ||||||||||||||||||||||
Convertible Notes Payable [Member] | Tranche One [Member] | |||||||||||||||||||||||
Loans and Notes [Line Items] | |||||||||||||||||||||||
Conversion price (in Dollars per share) | $ 1.55 | ||||||||||||||||||||||
Per share of common stock (in Dollars per share) | $ 1.56 | ||||||||||||||||||||||
Convertible amount | 2,000,000 | ||||||||||||||||||||||
Convertible Notes Payable [Member] | Tranche Two [Member] | |||||||||||||||||||||||
Loans and Notes [Line Items] | |||||||||||||||||||||||
Conversion price (in Dollars per share) | $ 1.3 | ||||||||||||||||||||||
Per share of common stock (in Dollars per share) | $ 1.38 | ||||||||||||||||||||||
Convertible amount | 3,500,000 | ||||||||||||||||||||||
Convertible Notes Payable [Member] | Tophill Loan Agreement 1 [Member] | |||||||||||||||||||||||
Loans and Notes [Line Items] | |||||||||||||||||||||||
Amortization of debt discount amount | $ 358,284 | $ 293,395 | 0 | ||||||||||||||||||||
Unamortized discounts | $ 0 | $ 0 | 424,984 | ||||||||||||||||||||
Convertible Notes Payable [Member] | Third Parties Accredited Investors [Member] | |||||||||||||||||||||||
Loans and Notes [Line Items] | |||||||||||||||||||||||
Principal amount | $ 3,580,488 | $ 3,580,488 | $ 3,580,488 | $ 3,580,488 | $ 3,580,488 | $ 3,580,488 | |||||||||||||||||
Convertible Notes Payable [Member] | Seven Accredited Investors [Member] | |||||||||||||||||||||||
Loans and Notes [Line Items] | |||||||||||||||||||||||
Principal amount | $ 2,437,574 | $ 2,437,574 | $ 2,437,574 | $ 2,437,574 | $ 2,437,574 | $ 2,437,574 | |||||||||||||||||
Convertible Notes Payable [Member] | Ten Accredited Investors [Member] | |||||||||||||||||||||||
Loans and Notes [Line Items] | |||||||||||||||||||||||
Conversion price (in Dollars per share) | $ 6.9 | $ 6.9 | $ 6.9 | ||||||||||||||||||||
Per share of common stock (in Dollars per share) | $ 5.48 | $ 5.48 | $ 5.48 | ||||||||||||||||||||
Convertible amount | $ 6,018,062 | $ 6,018,062 | |||||||||||||||||||||
Accredited investors shares (in Shares) | 872,183 | ||||||||||||||||||||||
Convertible Notes Payable [Member] | Related Parties Accredited Investors [Member] | |||||||||||||||||||||||
Loans and Notes [Line Items] | |||||||||||||||||||||||
Convertible amount | $ 2,437,574 | ||||||||||||||||||||||
Convertible Notes Payable [Member] | Related Parties [Member] | |||||||||||||||||||||||
Loans and Notes [Line Items] | |||||||||||||||||||||||
Accredited investors shares (in Shares) | 353,272 | ||||||||||||||||||||||
Convertible Notes Payable [Member] | Accredited Investor [Member] | |||||||||||||||||||||||
Loans and Notes [Line Items] | |||||||||||||||||||||||
Principal amount | $ 2,123,600 | ||||||||||||||||||||||
Conversion price (in Dollars per share) | $ 4 | ||||||||||||||||||||||
Interest rate | 13.33% | ||||||||||||||||||||||
Per share of common stock (in Dollars per share) | $ 5.48 | ||||||||||||||||||||||
Convertible amount | $ 1,877,620 | $ 4,791,716 | 1,831,324 | ||||||||||||||||||||
Accredited investors shares (in Shares) | 530,900 | ||||||||||||||||||||||
Unamortized discounts | $ 292,276 | ||||||||||||||||||||||
Convertible Notes Payable [Member] | Ten Accredited Investors [Member] | |||||||||||||||||||||||
Loans and Notes [Line Items] | |||||||||||||||||||||||
Interest rate | 12% | 12% | 12% | ||||||||||||||||||||
Convertible Debt Securities [Member] | YA II PN Ltd [Member] | |||||||||||||||||||||||
Loans and Notes [Line Items] | |||||||||||||||||||||||
Conversion of common stock (in Shares) | 3,455,894 | 3,455,894 | |||||||||||||||||||||
Convertible Debentures [Member] | |||||||||||||||||||||||
Loans and Notes [Line Items] | |||||||||||||||||||||||
Principal amount | $ 440,000 | $ 440,000 | $ 440,000 | ||||||||||||||||||||
Purchase discount percentage | 8% | 8% | |||||||||||||||||||||
IPO [Member] | |||||||||||||||||||||||
Loans and Notes [Line Items] | |||||||||||||||||||||||
Per share of common stock (in Dollars per share) | $ 0.1 | ||||||||||||||||||||||
IPO [Member] | Convertible Notes Payable [Member] | Ten Accredited Investors [Member] | |||||||||||||||||||||||
Loans and Notes [Line Items] | |||||||||||||||||||||||
Conversion price (in Dollars per share) | $ 6.9 | $ 6.9 | $ 6.9 | ||||||||||||||||||||
[1] Giving retroactive effect to the 1-for-70 reverse stock split effected on February 27, 2024 |
Loans and Notes (Details) - P_5
Loans and Notes (Details) - Part-5 - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Loans and Notes [Line Items] | ||||||
Interest expenses loan amount | $ 2,572 | $ 8,220 | $ 72,014 | $ 50,060 | $ 95,242 | $ 341,609 |
Technovative Loan Agreement [Member] | ||||||
Loans and Notes [Line Items] | ||||||
Interest expenses loan amount | $ 20,464 | |||||
Convertible Notes Payable [Member] | ||||||
Loans and Notes [Line Items] | ||||||
Interest expenses loan amount | $ 66,672 | $ 85,184 | $ 340,277 |
Loans and Notes (Details) - Sch
Loans and Notes (Details) - Schedule of Convertible Notes Payable, Net of Unamortized Discounts - Convertible Notes Payable [Member] - USD ($) | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule of Convertible Notes Payable, Net of Unamortized Discounts [Line Items] | |||
Related parties, beginning balance | $ 5,500,000 | ||
Related parties, ending balance | $ 5,500,000 | ||
Third Parties [Member] | |||
Schedule of Convertible Notes Payable, Net of Unamortized Discounts [Line Items] | |||
Third parties, beginning balance | 4,791,716 | 10,954,042 | |
Issuance of convertible notes | 6,983,019 | ||
Amortization of debt discounts | 330,351 | 1,290,050 | |
Repayments | (3,367,290) | ||
Repayments | 3,367,290 | ||
Conversion | (1,754,777) | (14,447,415) | |
Exchange rate effect | 12,020 | ||
Third parties, ending balance | 4,791,716 | $ 10,954,042 | |
Related Parties [Member] | |||
Schedule of Convertible Notes Payable, Net of Unamortized Discounts [Line Items] | |||
Related parties, beginning balance | 2,437,574 | ||
Issuance of convertible notes | |||
Amortization of debt discounts | |||
Repayments | |||
Repayments | |||
Conversion | (2,437,574) | ||
Exchange rate effect | |||
Related parties, ending balance | 2,437,574 | ||
Face value of convertible notes payable [Member] | |||
Schedule of Convertible Notes Payable, Net of Unamortized Discounts [Line Items] | |||
Face value of convertible notes payable, beginning balance | 5,150,000 | 14,108,876 | 5,733,961 |
Issuance of convertible notes | 8,172,093 | 8,374,915 | |
Amortization of debt discounts | |||
Amortization of debt discounts | |||
Repayments | (3,367,290) | ||
Repayments | 3,367,290 | ||
Conversion | (1,782,710) | (17,130,969) | |
Exchange rate effect | |||
Face value of convertible notes payable, ending balance | 5,150,000 | 14,108,876 | |
Unamortized debt discounts [Member] | |||
Schedule of Convertible Notes Payable, Net of Unamortized Discounts [Line Items] | |||
Unamortized debt discounts, beginning balance | (358,284) | (717,260) | (758,508) |
Issuance of convertible notes | (1,189,074) | (1,231,610) | |
Issuance of convertible notes | (1,189,074) | ||
Amortization of debt discounts | 330,351 | 1,290,050 | 1,266,861 |
Repayments | |||
Repayments | |||
Conversion | 245,980 | ||
Conversion | 27,933 | 245,980 | |
Exchange rate effect | 12,020 | 5,997 | |
Unamortized debt discounts, ending balance | (358,284) | (717,260) | |
Convertible notes payable, net of unamortized discounts [Member] | |||
Schedule of Convertible Notes Payable, Net of Unamortized Discounts [Line Items] | |||
Convertible notes payable, net of unamortized discounts, beginning balance | 4,791,716 | 13,391,616 | 4,975,453 |
Issuance of convertible notes | 6,983,019 | 7,143,305 | |
Amortization of debt discounts | 330,351 | 1,290,050 | 1,266,861 |
Repayments | (3,367,290) | ||
Repayments | 3,367,290 | ||
Conversion | (1,754,777) | (16,884,989) | |
Exchange rate effect | 12,020 | 5,997 | |
Convertible notes payable, net of unamortized discounts, ending balance | $ 4,791,716 | $ 13,391,616 |
Other Payables and Accrued Li_3
Other Payables and Accrued Liabilities (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Jun. 30, 2022 | Nov. 30, 2023 | |
Other Payables and Accrued Liabilities (Details) [Line Items] | |||
Exercise price of warrants | $ 0.01 | ||
Consulting fee | $ 856,170 | ||
Consultant [Member] | |||
Other Payables and Accrued Liabilities (Details) [Line Items] | |||
Issuing of warrants | 300,000 | ||
Warrants exercisable term | 5 years | ||
Exercise price of warrants | $ 4 |
Other Payables and Accrued Li_4
Other Payables and Accrued Liabilities (Details) - Schedule of Other Payables and Accrued Liabilities - USD ($) | Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |||
Schedule of other payables and accrued liabilities [Abstract] | ||||||
Accrued professional fees | $ 145,081 | [1] | $ 233,600 | [1],[2] | $ 910,186 | [2] |
Accrued promotion expenses | 1,701 | [3] | 39,538 | [3] | 41,476 | |
Accrued payroll | 82,168 | 157,542 | 112,069 | |||
Accrued interest | 81,658 | [4] | 79,936 | [4],[5] | 92,686 | |
Payables to merchant from ZCITY platform (iv) | 196,742 | [6] | 174,056 | [6] | ||
Others | 42,538 | 38,724 | 5,443 | |||
Total other payables and accrued liabilities | $ 549,888 | $ 723,396 | $ 1,161,860 | |||
[1]Accrued professional fees The balance of accrued professional fees represented amount due to third parties service providers which include mobile application developing, marketing consulting service, IT related professional service, audit fee, tax filing fee, and consulting fee related to capital raising.[2]Accrued professional fees The balance of accrued professional fees represented amount due to third parties service providers which include marketing consulting service, IT related professional service, audit fee, and consulting fee related to capital raising. In addition, the balance of accrued professional fees also consist of consulting fee which the Company agree to compensate the consultant by issuing 300,000 warrants exercisable for a period of 5 years at $4.00 per share. On August 15, 2022, the Company had issued the warrants to the consultant upon completion of its Offering. The value of the consulting fee was estimated by the fair value of the warrants which was determined by using the Black Scholes model (Note 11). The consulting fee was estimated to be $856,170 and record as accrued professional fee as of June 30, 2022. Upon issuance of the warrants, the above-mentioned balance of the accrued professional fee was reduced by increasing the same amount in additional paid in capital.[3]Accrued promotion expense The balance of accrued promotion expense represented the balance of profit sharing payable to the Company’s merchant and subscribed agents to promote business growth.[4]Accrued interest The balance of accrued interest represented the balance of interest payable from convertible notes aforementioned in Note 10.[5]Accrued interest The balance of accrued interest represented the balance of interest payable from convertible note aforementioned in Note 8.[6]Payables to merchants from ZCITY platform The balance of payables to merchants from ZCITY platform represented the amount the Company collected on behalf of merchant from its customer through the Company’s ZCITY platform. |
Related Party Balances and Tr_3
Related Party Balances and Transactions (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 07, 2020 USD ($) | Dec. 07, 2020 MYR (RM) | |
Related party balances and transactions [Line Items] | ||||||||
Percentage of interest | 12% | |||||||
Installment payment | 60 | 60 | ||||||
Date of issuance | 36 months | |||||||
Chan Chong Sam Teo [Member] | ||||||||
Related party balances and transactions [Line Items] | ||||||||
Total loan | $ 27,000 | RM 114,000 | ||||||
Chan Chong Sam Teo [Member] | Auto loan [Member] | ||||||||
Related party balances and transactions [Line Items] | ||||||||
Total loan | $ 10,144 | $ 10,144 | $ 13,422 | |||||
Percentage of interest | 5.96% | 5.96% | ||||||
Loan outstanding balance | 4,084 | $ 4,084 | $ 8,099 | |||||
Interest expense | $ 151 | $ 239 | $ 507 | $ 758 | $ 1,779 | $ 1,333 |
Related Party Balances and Tr_4
Related Party Balances and Transactions (Details) - Schedule of Related Party Balances - USD ($) | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Mar. 31, 2024 | Jun. 30, 2023 | |
Related Party [Member] | |||
Related Party Balances and Transactions (Details) - Schedule of Related Party Balances [Line Items] | |||
Related party balances, Total | $ 320,960 | ||
Other Payables Related Parties [Member] | Related Party [Member] | |||
Related Party Balances and Transactions (Details) - Schedule of Related Party Balances [Line Items] | |||
Related party balances, Total | 1,660 | ||
Equipment rental deposit [Member] | Other Receivable a Related Party [Member] | Ezytronic Sdn Bhd [Member] | |||
Related Party Balances and Transactions (Details) - Schedule of Related Party Balances [Line Items] | |||
Related party balances, Relationship | Jau Long “Jerry” Ooi is the common shareholder | Jau Long “Jerry” Ooi is the common shareholder | |
Related party balances, Nature | Equipment rental deposit | Equipment rental deposit | |
Related party balances, Total | 12,379 | $ 12,229 | |
Consulting Fee [Member] | Other Payables Related Parties [Member] | True Sight Sdn Bhd [Member] | |||
Related Party Balances and Transactions (Details) - Schedule of Related Party Balances [Line Items] | |||
Related party balances, Relationship | Su Huay “Sue” Chuah, the Company’s former Chief Marketing Officer is the shareholder of this entity | ||
Related party balances, Nature | Consulting fee | Consulting fee | |
Related party balances, Total | 345 | ||
Operating expense paid on behalf [Member] | Other Payables Related Parties [Member] | Ezytronic Sdn Bhd [Member] | |||
Related Party Balances and Transactions (Details) - Schedule of Related Party Balances [Line Items] | |||
Related party balances, Relationship | Jau Long “Jerry” Ooi is a common shareholder | ||
Related party balances, Nature | Operating expense paid on behalf | Operating expense paid on behalf | |
Related party balances, Total | 1,315 | ||
Interest-free loan, due on demand [Member] | Amount Due to Related Parties [Member] | Chong Chan “Sam” Teo [Member] | |||
Related Party Balances and Transactions (Details) - Schedule of Related Party Balances [Line Items] | |||
Related party balances, Relationship | Directors, Chief Executive Officer, and Shareholder of TGL | ||
Related party balances, Nature | Interest-free loan, due on demand | Interest-free loan, due on demand | |
Related party balances, Total | 186,579 | ||
Interest-free loan, due on demand [Member] | Amount Due to Related Parties [Member] | Kok Pin “Darren” Tan [Member] | |||
Related Party Balances and Transactions (Details) - Schedule of Related Party Balances [Line Items] | |||
Related party balances, Relationship | Shareholder of TGL | ||
Related party balances, Nature | Interest-free loan, due on demand | Interest-free loan, due on demand | |
Related party balances, Total | $ 134,381 |
Related Party Balances and Tr_5
Related Party Balances and Transactions (Details) - Schedule of Related Party Transactions - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Related Party Transaction [Line Items] | ||||||
Related Party Transaction, Relationship | Director Yu Weng Lok is shareholder of TGI, Spouse of Chuah Su Chen, COO of the Company | |||||
Related party transaction, Total | $ 126 | $ 126 | ||||
Purchase from Related Parties [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, Total | $ 77,520 | $ 121,411 | ||||
Equipment Purchased from Related Party [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, Total | $ 293,220 | 690,367 | ||||
Consulting fees from related parties [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, Total | $ 17,675 | 107,280 | $ 67,658 | 329,071 | ||
Operating expense from related parties [Member] | Ezytronic Sdn Bhd [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related Party Transaction, Relationship | Jau Long “Jerry” Ooi is a common shareholder | |||||
Related party transaction, Total | $ 16,244 | |||||
Related Party Transaction, Nature | Operating expense | |||||
Operating expense from related parties [Member] | World Cloud Ventures Sdn Bhd [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related Party Transaction, Relationship | Jau Long “Jerry” Ooi is the common shareholder | |||||
Related party transaction, Total | 10,797 | 46,441 | ||||
Related Party Transaction, Nature | Operating expense | |||||
Purchase of Products [Mebmer] | Purchase from Related Parties [Member] | Ezytronic Sdn Bhd [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related Party Transaction, Relationship | Jau Long “Jerry” Ooi is a common shareholder | Jau Long “Jerry” Ooi is a common shareholder | ||||
Related party transaction, Total | 181 | 12,310 | $ 25,594 | 20,511 | $ 22,036 | 54,328 |
Related Party Transaction, Nature | Purchase of products | |||||
Purchase of Equipment [Member] | Equipment Purchased from Related Party [Member] | Ezytronic Sdn Bhd [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related Party Transaction, Relationship | Jau Long “Jerry” Ooi is a common shareholder | Jau Long “Jerry” Ooi is a common shareholder | ||||
Related party transaction, Total | 1,003 | 11,001 | $ 13,149 | 49,656 | $ 52,328 | |
Related Party Transaction, Nature | Purchase of equipment | |||||
Consulting Fees [Member] | Equipment Purchased from Related Party [Member] | True Sight Sdn Bhd [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related Party Transaction, Relationship | Su Huay “Sue” Chuah, the Company’s former Chief Marketing Officer is a 40% shareholder of this entity | |||||
Related party transaction, Total | $ 290,476 | 615,367 | ||||
Consulting Fees [Member] | Equipment Purchased from Related Party [Member] | Imej Jiwa Communications Sdn Bhd [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related Party Transaction, Relationship | Voon Him “Victor” Hoo, the Company’s former Chairman and Managing Director is the director of this entity | |||||
Related party transaction, Total | $ 2,744 | |||||
Consulting Fees [Member] | Consulting fees from related parties [Member] | True Sight Sdn Bhd [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related Party Transaction, Relationship | Su Huay “Sue” Chuah, the Company’s former Chief Marketing Officer is a 40% shareholder of this entity | |||||
Related party transaction, Total | 17,675 | 96,483 | $ 51,414 | 279,886 | ||
Related Party Transaction, Nature | Consulting fees | |||||
Consulting Fees [Member] | Consulting fees from related parties [Member] | Imej Jiwa Communications Sdn Bhd [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related Party Transaction, Relationship | Voon Him “Victor” Hoo, the Company’s Chairman and Managing Director is the director of this entity | |||||
Related party transaction, Total | $ 2,744 | |||||
Related Party Transaction, Nature | Consulting fees |
Stockholders' Deficiency (Detai
Stockholders' Deficiency (Details) - Part-1 - USD ($) | 9 Months Ended | 12 Months Ended | |||||||||
Aug. 15, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Nov. 30, 2023 | Feb. 28, 2023 | Dec. 31, 2022 | Oct. 31, 2021 | |||
Stockholders’ deficiency [Line Items] | |||||||||||
Shares authorized | 150,000,000 | [1] | 150,000,000 | [1] | 150,000,000 | ||||||
Per share value (in Dollars per share) | $ 0.00001 | ||||||||||
Par value, price per share (in Dollars per share) | $ 0.0007 | [1] | $ 0.0007 | [1] | $ 0.00001 | ||||||
Loan amount (in Dollars) | $ 1,811,070 | $ 14,097,414 | $ 14,476,367 | ||||||||
Common stock, shares issued | 7,585 | 4,175,889 | |||||||||
Shares issued | 68,061 | 327,523 | |||||||||
Convertible note payable, (in Dollars) | $ 1,811,070 | $ 378,953 | |||||||||
Related Parties [Member] | |||||||||||
Stockholders’ deficiency [Line Items] | |||||||||||
Common stock, shares issued | 5,047 | ||||||||||
Convertible Notes Payable [Member] | |||||||||||
Stockholders’ deficiency [Line Items] | |||||||||||
Loan amount (in Dollars) | 2,686,914 | 2,686,914 | |||||||||
Convertible notes (in Dollars) | $ 537,383 | 537,383 | |||||||||
Common stock, shares issued | 4,175,889 | 5,047 | |||||||||
Principal amount (in Dollars) | $ 5,500,000 | ||||||||||
Convertible notes (in Dollars) | $ 211,679 | ||||||||||
Convertible Notes Payable [Member] | Related Parties [Member] | |||||||||||
Stockholders’ deficiency [Line Items] | |||||||||||
Common stock, shares issued | 353,272 | 353,272 | |||||||||
Convertible debt (in Dollars) | $ 2,437,574 | $ 2,437,574 | |||||||||
Long Term Debt Portion of Unamortized Debt Discounts [Member] | |||||||||||
Stockholders’ deficiency [Line Items] | |||||||||||
Loan amount (in Dollars) | $ 16,534,988 | $ 16,534,988 | |||||||||
Common Stock [Member] | |||||||||||
Stockholders’ deficiency [Line Items] | |||||||||||
Shares authorized | 10,000,000 | ||||||||||
Per share value (in Dollars per share) | $ 0.00001 | ||||||||||
Additionally authorized shares | 170,000,000 | ||||||||||
Par value, price per share (in Dollars per share) | $ 0.00001 | ||||||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | |||||||
Preferred stock, par value (in Dollars per share) | $ 0.0007 | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||
Common stock, shares issued | 59,656 | ||||||||||
Shares issued | 4,764,200 | ||||||||||
Shares authorized | 170,000,000 | ||||||||||
[1] Giving retroactive effect to the 1-for-70 reverse stock split effected on February 27, 2024 |
Stockholders' Deficiency (Det_2
Stockholders' Deficiency (Details) - Part-2 - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Nov. 30, 2023 | Aug. 15, 2022 | Jul. 31, 2021 | Mar. 31, 2023 | Sep. 30, 2022 | [2] | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2023 | Oct. 31, 2021 | ||||
Stockholders’ deficiency [Line Items] | |||||||||||||||
Issuance of common stock, shares | 228 | 232,666 | |||||||||||||
Price per share (in Dollars per share) | $ 0.001 | ||||||||||||||
Net proceeds (in Dollars) | $ 8,200,000 | $ 8,235,109 | $ 8,235,110 | ||||||||||||
Offering expenses (in Dollars) | 1,000,000 | ||||||||||||||
Fair value of warrants issued (in Dollars) | $ 200,000 | 175,349 | $ 175,349 | ||||||||||||
Percentage of diluted shares outstanding | 2% | 2% | |||||||||||||
Market price per share (in Dollars per share) | $ 4 | $ 5.48 | |||||||||||||
Common stock, shares issued | 109,833 | ||||||||||||||
Fair value amount (in Dollars) | $ 439,332 | ||||||||||||||
Stock-based compensation expense (in Dollars) | $ 0 | $ 439,332 | |||||||||||||
Stock issued | [1] | 1,304,699 | 255,734 | ||||||||||||
Par value, price per share (in Dollars per share) | $ 0.00001 | $ 0.0007 | [1] | $ 0.0007 | [1] | ||||||||||
Price per share (in Dollars per share) | 0.01 | ||||||||||||||
Shares amounted (in Dollars) | $ 1,283,994 | ||||||||||||||
Fair value amount (in Dollars) | $ 439,332 | $ 913 | [1] | $ 180 | [1] | 105 | |||||||||
Capital Market Advisory Agreement [Member] | |||||||||||||||
Stockholders’ deficiency [Line Items] | |||||||||||||||
Stock-based compensation expense (in Dollars) | $ 439,332 | $ 1,283,994 | |||||||||||||
Capital Market Advisory Agreement [Member] | Common Stock [Member] | |||||||||||||||
Stockholders’ deficiency [Line Items] | |||||||||||||||
Price per share (in Dollars per share) | $ 0.001 | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Stockholders’ deficiency [Line Items] | |||||||||||||||
Common stock, shares issued | 1,570 | 32,858 | 2,300,000 | ||||||||||||
Par value, price per share (in Dollars per share) | $ 0.00001 | ||||||||||||||
Common Stock Issued for Consulting Service [Member] | |||||||||||||||
Stockholders’ deficiency [Line Items] | |||||||||||||||
Common stock, shares issued | 109,833 | ||||||||||||||
Common Stock Issued from the November 2023 Offering, Net of Issuance Costs [Member] | |||||||||||||||
Stockholders’ deficiency [Line Items] | |||||||||||||||
Price per share (in Dollars per share) | $ 0.01 | ||||||||||||||
IPO [Member] | |||||||||||||||
Stockholders’ deficiency [Line Items] | |||||||||||||||
Issuance of common stock, shares | 32,858 | ||||||||||||||
Price per share (in Dollars per share) | $ 280 | ||||||||||||||
Common stock, shares issued | 32,857 | ||||||||||||||
Stock issued | 26,014,000 | ||||||||||||||
Par value, price per share (in Dollars per share) | $ 0.1 | ||||||||||||||
IPO [Member] | Common Stock [Member] | |||||||||||||||
Stockholders’ deficiency [Line Items] | |||||||||||||||
Issuance of common stock, shares | 2,300,000 | ||||||||||||||
Price per share (in Dollars per share) | $ 4 | ||||||||||||||
Net proceeds (in Dollars) | $ 8,200,000 | ||||||||||||||
Common stock, shares issued | 2,300,000 | ||||||||||||||
Par value, price per share (in Dollars per share) | $ 0.00001 | ||||||||||||||
IPO [Member] | Common Stock [Member] | |||||||||||||||
Stockholders’ deficiency [Line Items] | |||||||||||||||
Stock issued | 371,629 | ||||||||||||||
Pre-funded warrants [Member] | |||||||||||||||
Stockholders’ deficiency [Line Items] | |||||||||||||||
Net proceeds (in Dollars) | $ 3,500,000 | ||||||||||||||
Offering expenses (in Dollars) | $ 500,000 | ||||||||||||||
Warrant issued | 14,000,000 | 200,000 | |||||||||||||
Price per share (in Dollars per share) | $ 0.0999 | ||||||||||||||
Pre-funded warrants [Member] | Common Stock [Member] | |||||||||||||||
Stockholders’ deficiency [Line Items] | |||||||||||||||
Warrant issued | 14,000,000 | ||||||||||||||
Over-Allotment Option [Member] | Common Stock [Member] | |||||||||||||||
Stockholders’ deficiency [Line Items] | |||||||||||||||
Price per share (in Dollars per share) | $ 4 | ||||||||||||||
[1] Giving retroactive effect to the 1-for-70 reverse stock split effected on February 27, 2024 Giving retroactive effect to the 1-for-70 reverse stock split effected on February 27, 2024 |
Stockholders' Deficiency (Det_3
Stockholders' Deficiency (Details) - Part-3 - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Nov. 28, 2023 | Mar. 20, 2023 | Aug. 15, 2022 | Aug. 10, 2022 | Aug. 10, 2022 | Jul. 01, 2020 | Feb. 28, 2024 | Dec. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Mar. 31, 2024 | Mar. 12, 2024 | Dec. 19, 2023 | Nov. 30, 2023 | Oct. 12, 2023 | Jun. 30, 2022 | Jul. 31, 2021 | ||||
Stockholders’ deficiency [Line Items] | ||||||||||||||||||||
Fair value amount (in Dollars) | $ 439,332 | $ 180 | [1] | $ 913 | [1] | $ 105 | ||||||||||||||
Stock issued | [1] | 255,734 | 1,304,699 | |||||||||||||||||
Par value, price per share (in Dollars per share) | $ 0.0007 | [1] | $ 0.0007 | [1] | $ 0.00001 | |||||||||||||||
Pre reverse split, per share (in Dollars per share) | 0.1 | |||||||||||||||||||
Shares issued | 327,523 | 68,061 | ||||||||||||||||||
Capital contribution (in Dollars) | $ 16,348 | |||||||||||||||||||
Price per share (in Dollars per share) | $ 0.01 | |||||||||||||||||||
Common stock, shares received | 2,245 | |||||||||||||||||||
Risk-free interest rate percentage | 0.89% | |||||||||||||||||||
Market price per share (in Dollars per share) | $ 4 | $ 5.48 | ||||||||||||||||||
Fair value of the warrants (in Dollars) | $ 856,170 | |||||||||||||||||||
Common stock, shares issued | 109,833 | |||||||||||||||||||
Price per share (in Dollars per share) | $ 0.001 | |||||||||||||||||||
Offering price (in Dollars) | $ 280 | |||||||||||||||||||
Offering price percentage | 1,428% | 125% | ||||||||||||||||||
pre-funded warrants (in Dollars) | $ 1,398,600 | |||||||||||||||||||
Issuance of common stock (in Dollars) | $ 7,951,225 | $ 7,951,225 | ||||||||||||||||||
Representative Warrants [Member] | ||||||||||||||||||||
Stockholders’ deficiency [Line Items] | ||||||||||||||||||||
Market price per share (in Dollars per share) | $ 5 | $ 5 | ||||||||||||||||||
Common stock, shares issued | 32,858 | |||||||||||||||||||
Aggregate of shares | 100,000 | 100,000 | ||||||||||||||||||
Shares sold percentage | 5% | 5% | ||||||||||||||||||
Pre-funded warrants [Member] | ||||||||||||||||||||
Stockholders’ deficiency [Line Items] | ||||||||||||||||||||
Price per share (in Dollars per share) | $ 0.0999 | |||||||||||||||||||
AI Lab Martech Sdn. Bhd [Member] | ||||||||||||||||||||
Stockholders’ deficiency [Line Items] | ||||||||||||||||||||
Stock issued | 42,044 | |||||||||||||||||||
Par value, price per share (in Dollars per share) | $ 13.39 | |||||||||||||||||||
VT Smart Venture Sdn Bhd [Member] | ||||||||||||||||||||
Stockholders’ deficiency [Line Items] | ||||||||||||||||||||
Common Stock, Other Shares, Outstanding | 142,857 | |||||||||||||||||||
Pre reverse split, per share (in Dollars per share) | $ 7 | |||||||||||||||||||
Myviko Holding Sdn. Bhd [Member] | ||||||||||||||||||||
Stockholders’ deficiency [Line Items] | ||||||||||||||||||||
Shares issued | 25,954 | |||||||||||||||||||
Restricted Stock [Member] | Related Party [Member] | ||||||||||||||||||||
Stockholders’ deficiency [Line Items] | ||||||||||||||||||||
Stock issued | 1,816,735 | |||||||||||||||||||
Stock exchange for cancellation of debt (in Dollars) | $ 321,562 | |||||||||||||||||||
License and Service [Member] | AI Lab Martech Sdn. Bhd [Member] | ||||||||||||||||||||
Stockholders’ deficiency [Line Items] | ||||||||||||||||||||
Fair value amount (in Dollars) | $ 563,000 | |||||||||||||||||||
Stock issued | 2,943,021 | |||||||||||||||||||
Par value, price per share (in Dollars per share) | $ 0.1913 | |||||||||||||||||||
Software Development [Member] | VT Smart Venture Sdn Bhd [Member] | ||||||||||||||||||||
Stockholders’ deficiency [Line Items] | ||||||||||||||||||||
Fair value amount (in Dollars) | $ 1,000,000 | |||||||||||||||||||
Par value, price per share (in Dollars per share) | $ 0.00001 | |||||||||||||||||||
Common Stock, Other Shares, Outstanding | 10,000,000 | |||||||||||||||||||
Pre reverse split, per share (in Dollars per share) | $ 0.1 | |||||||||||||||||||
Software Development [Member] | Myviko Holding Sdn. Bhd [Member] | ||||||||||||||||||||
Stockholders’ deficiency [Line Items] | ||||||||||||||||||||
Fair value amount (in Dollars) | $ 1,000,000 | |||||||||||||||||||
Par value, price per share (in Dollars per share) | $ 0.00001 | |||||||||||||||||||
Shares issued | 198,412 | |||||||||||||||||||
Underwriter Agreement [Member] | Representative Warrants [Member] | ||||||||||||||||||||
Stockholders’ deficiency [Line Items] | ||||||||||||||||||||
Common stock, shares issued | 2,300,000 | |||||||||||||||||||
Price per share (in Dollars per share) | $ 0.00001 | $ 0.00001 | ||||||||||||||||||
Offering price per share (in Dollars per share) | $ 4 | $ 4 | ||||||||||||||||||
Underwriting Agreement Two [Member] | ||||||||||||||||||||
Stockholders’ deficiency [Line Items] | ||||||||||||||||||||
Common stock, shares issued | 26,014,000 | |||||||||||||||||||
Price per share (in Dollars per share) | $ 0.1 | |||||||||||||||||||
Exercise price (in Dollars per share) | 0.0001 | |||||||||||||||||||
Underwriting Agreement Two [Member] | Pre-funded warrants [Member] | ||||||||||||||||||||
Stockholders’ deficiency [Line Items] | ||||||||||||||||||||
Price per share (in Dollars per share) | $ 0.01 | |||||||||||||||||||
pre-funded warrants (in Dollars) | $ 14,000,000 | |||||||||||||||||||
Board of Directors Chairman [Member] | ||||||||||||||||||||
Stockholders’ deficiency [Line Items] | ||||||||||||||||||||
Common stock, shares issued | 285,714 | |||||||||||||||||||
Issuance of common stock (in Dollars) | $ 380,000 | |||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||
Stockholders’ deficiency [Line Items] | ||||||||||||||||||||
Warrant issued | 300,000 | |||||||||||||||||||
Exercisable duration | 5 years | 5 years | ||||||||||||||||||
Price per share (in Dollars per share) | $ 4 | $ 4 | ||||||||||||||||||
Common stock, shares received | 157,143 | 157,143 | ||||||||||||||||||
Expected volatility percentage | 54.80% | 49% | ||||||||||||||||||
Risk-free interest rate percentage | 2.91% | 0.89% | ||||||||||||||||||
Expected life | 5 years | 5 years | ||||||||||||||||||
Exercise price (in Dollars per share) | $ 5 | $ 4 | ||||||||||||||||||
Market price per share (in Dollars per share) | $ 4 | $ 5.48 | ||||||||||||||||||
Fair value of the warrants (in Dollars) | $ 175,349 | |||||||||||||||||||
Pre-funded warrants [Member] | ||||||||||||||||||||
Stockholders’ deficiency [Line Items] | ||||||||||||||||||||
Warrant issued | 200,000 | 14,000,000 | ||||||||||||||||||
Price per share (in Dollars per share) | $ 0.0999 | |||||||||||||||||||
Exercise price (in Dollars per share) | $ 0.0001 | |||||||||||||||||||
Pre-funded warrants [Member] | Underwriting Agreement Two [Member] | ||||||||||||||||||||
Stockholders’ deficiency [Line Items] | ||||||||||||||||||||
Common stock, shares issued | 371,629 | |||||||||||||||||||
[1] Giving retroactive effect to the 1-for-70 reverse stock split effected on February 27, 2024 |
Stockholders' Deficiency (Det_4
Stockholders' Deficiency (Details) - Part-4 - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||
Aug. 15, 2022 | Aug. 10, 2022 | Aug. 10, 2022 | Jul. 01, 2020 | Dec. 31, 2023 | Sep. 30, 2022 | [1] | Jun. 30, 2023 | Nov. 30, 2023 | Jun. 30, 2022 | Jul. 31, 2021 | |
Stockholders’ deficiency [Line Items] | |||||||||||
Price per share (in Dollars per share) | $ 0.01 | ||||||||||
Common stock, shares received | 2,245 | ||||||||||
Risk-free interest rate percentage | 0.89% | ||||||||||
Market price per share (in Dollars per share) | $ 4 | $ 5.48 | |||||||||
Fair value of the warrants (in Dollars) | $ 856,170 | ||||||||||
Common stock, shares issued | 109,833 | ||||||||||
Price per share (in Dollars per share) | $ 0.001 | ||||||||||
Offering price percentage | 1,428% | 125% | |||||||||
Representative Warrants [Member] | |||||||||||
Stockholders’ deficiency [Line Items] | |||||||||||
Market price per share (in Dollars per share) | $ 5 | $ 5 | |||||||||
Common stock, shares issued | 32,858 | ||||||||||
Aggregate of shares | 100,000 | 100,000 | |||||||||
Shares sold percentage | 5% | 5% | |||||||||
Representative Warrants [Member] | Underwriter Agreement [Member] | |||||||||||
Stockholders’ deficiency [Line Items] | |||||||||||
Common stock, shares issued | 2,300,000 | ||||||||||
Price per share (in Dollars per share) | $ 0.00001 | $ 0.00001 | |||||||||
Offering price per share (in Dollars per share) | $ 4 | $ 4 | |||||||||
Common Stock [Member] | |||||||||||
Stockholders’ deficiency [Line Items] | |||||||||||
Common stock, shares issued | 1,570 | 32,858 | 2,300,000 | ||||||||
Pre-funded warrants [Member] | |||||||||||
Stockholders’ deficiency [Line Items] | |||||||||||
Warrants exercised (in Dollars) | $ 14,000,000 | ||||||||||
Warrant issued | 200,000 | 14,000,000 | |||||||||
Exercise price (in Dollars per share) | $ 0.0001 | ||||||||||
Price per share (in Dollars per share) | $ 0.0999 | ||||||||||
Pre-funded warrants [Member] | Common Stock [Member] | |||||||||||
Stockholders’ deficiency [Line Items] | |||||||||||
Warrant issued | 14,000,000 | ||||||||||
Warrant [Member] | |||||||||||
Stockholders’ deficiency [Line Items] | |||||||||||
Warrant issued | 300,000 | ||||||||||
warrants issued | 300,000 | ||||||||||
Exercisable duration | 5 years | 5 years | |||||||||
Price per share (in Dollars per share) | $ 4 | $ 4 | |||||||||
Common stock, shares received | 157,143 | 157,143 | |||||||||
Expected volatility percentage | 54.80% | 49% | |||||||||
Risk-free interest rate percentage | 2.91% | 0.89% | |||||||||
Expected life | 5 years | 5 years | |||||||||
Exercise price (in Dollars per share) | $ 5 | $ 4 | |||||||||
Market price per share (in Dollars per share) | $ 4 | $ 5.48 | |||||||||
Fair value of the warrants (in Dollars) | $ 175,349 | ||||||||||
[1] Giving retroactive effect to the 1-for-70 reverse stock split effected on February 27, 2024 |
Stockholders' Deficiency (Det_5
Stockholders' Deficiency (Details) - Schedule of Warrants Outstanding - $ / shares | 9 Months Ended | |
Jul. 01, 2023 | Mar. 31, 2024 | |
Schedule Of Warrants Outstanding Abstract | ||
Outstanding at Ending | 100,000 | 100,000 |
Weighted Average Exercise Price, Ending | $ 5 | $ 5 |
Weighted Average Remaining Contractual Term, Ending | 4 years 1 month 6 days | 3 years 4 months 24 days |
Shares, Granted | 14,000,000 | |
Weighted Average Exercise Price, Granted | $ 0.0001 | |
Shares, Exercised | (14,000,000) | |
Weighted Average Exercise Price,Exercised |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||||
Mar. 31, 2024 | Mar. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | ||||
Income Taxes [Line Items] | |||||||
Effective income tax rate reconciliation, percent | (0.80%) | (0.10%) | |||||
Deferred tax valuation allowance (in Dollars) | $ 1,661,488 | $ 1,177,486 | $ 324,144 | ||||
Effective income tax rate reconciliation, tax contingency, foreign, percent | 50% | 50% | |||||
Operating loss carryforwards, limitations on use | ten consecutive years | ten consecutive years | |||||
Deferred tax valuation allowance (in Dollars) | $ 5,401,789 | $ 4,927,995 | 3,031,546 | ||||
Valuation allowance amount (in Dollars) | 7,219,680 | [1] | 6,175,896 | [1],[2] | 3,683,567 | [2] | |
Domestic Tax Jurisdiction [Member] | |||||||
Income Taxes [Line Items] | |||||||
Net operating losses (in Dollars) | $ 7,911,847 | 5,607,076 | |||||
Effective income tax rate reconciliation, percent | 80% | ||||||
Deferred tax valuation allowance (in Dollars) | $ 1,661,488 | $ 1,177,486 | 324,144 | ||||
Effective income tax rate reconciliation tax controlled from foreign | 35% | 35% | |||||
Effective income tax rate reconciliation, GILTI, percent | 10.50% | 10.50% | |||||
Effective income tax rate reconciliation, deduction, percent | 50% | 50% | |||||
Effective income tax rate reconciliation, change in enacted tax rate, percent | 21% | 21% | |||||
Effective income tax rate reconciliation, tax credit, foreign, percent | 80% | 80% | |||||
Effective income tax rate reconciliation, tax contingency, foreign, percent | 13.125% | 13.125% | |||||
Foreign Tax Jurisdiction [Member] | |||||||
Income Taxes [Line Items] | |||||||
Net operating losses (in Dollars) | $ 22,507,454 | $ 12,344,728 | |||||
Effective income tax rate reconciliation, percent | 24% | 24% | |||||
Effective income tax rate reconciliation, tax credit, foreign, percent | 80% | 80% | |||||
Deferred tax valuation allowance (in Dollars) | $ 5,401,789 | $ 4,927,995 | 3,031,546 | ||||
Deferred Tax Assets [Member] | |||||||
Income Taxes [Line Items] | |||||||
Valuation allowance amount (in Dollars) | $ 1,042,990 | $ 1,665,893 | |||||
Valuation allowance amount (in Dollars) | $ 2,492,329 | $ 1,870,243 | |||||
[1] Change in valuation allowance was amounted to $1,042,990 and $1,665,893 for the nine months ended March 31, 2024 and 2023, respectively. Change in valuation allowance was amounted to $2,492,329 and $1,870,243 for the years ended June 30, 2023 and 2022, respectively. |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of United States and Foreign Components of Income (Loss) Before Income Taxes - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule of United States and Foreign Components of Income (Loss) Before Income Taxes [Line Items] | ||||||
Local – United States | $ (1,291,148) | $ (1,137,653) | $ (3,748,688) | $ (2,344,369) | $ 3,728,225 | $ 3,541,832 |
Foreign – Malaysia | (422,167) | (1,776,915) | (1,275,001) | (6,231,712) | 7,901,870 | 8,188,582 |
Loss before income tax | (1,713,315) | (2,914,568) | (5,023,689) | (8,576,081) | (11,630,095) | (11,730,414) |
Provision for income taxes | 11,500 | 20,852 | 34,500 | $ 97,616 | $ 15,600 | |
Local – United States [Member] | ||||||
Schedule of United States and Foreign Components of Income (Loss) Before Income Taxes [Line Items] | ||||||
Provision for income taxes | 11,500 | 14,800 | 34,500 | |||
Foreign – Malaysia [Member] | ||||||
Schedule of United States and Foreign Components of Income (Loss) Before Income Taxes [Line Items] | ||||||
Provision for income taxes | $ 6,052 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Aggregate Deferred Tax Assets - USD ($) | Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |||
Schedule of aggregate deferred tax assets [Abstract] | ||||||
Net operating loss carry forwards in U.S. | $ 1,661,488 | $ 1,177,486 | $ 324,144 | |||
Net operating loss carry forwards in Malaysia | 5,401,789 | 4,927,995 | 3,031,546 | |||
Amortization of debt discount | 156,403 | 70,415 | 148,081 | |||
Less: valuation allowance | (7,219,680) | [1] | (6,175,896) | [1],[2] | (3,683,567) | [2] |
Deferred tax assets | ||||||
[1] Change in valuation allowance was amounted to $1,042,990 and $1,665,893 for the nine months ended March 31, 2024 and 2023, respectively. Change in valuation allowance was amounted to $2,492,329 and $1,870,243 for the years ended June 30, 2023 and 2022, respectively. |
Concentrations of Risks (Detail
Concentrations of Risks (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Concentrations of Risks [Line Items] | ||||||||
Fund received from customer (in Dollars) | $ 306,532 | $ 4,593,634 | $ 306,532 | $ 306,532 | $ 4,593,634 | $ 1,845,232 | ||
Not covered by insurance (in Dollars) | $ 96,662 | $ 2,458,638 | $ 96,662 | $ 96,662 | $ 2,458,638 | $ 1,759,715 | ||
Customer Concentration Risk [Member] | ||||||||
Concentrations of Risks [Line Items] | ||||||||
Customer accounted | ||||||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | ||||||||
Concentrations of Risks [Line Items] | ||||||||
Customer accounted | two | |||||||
Customer Concentration Risk [Member] | Customer One [Member] | Accounts Receivable [Member] | ||||||||
Concentrations of Risks [Line Items] | ||||||||
Company accounted in percentage | 24.60% | 18.20% | 24.60% | |||||
Customer Concentration Risk [Member] | Customer Two [Member] | Accounts Receivable [Member] | ||||||||
Concentrations of Risks [Line Items] | ||||||||
Company accounted in percentage | 24.60% | 16.90% | 24.60% | |||||
Customer Concentration Risk [Member] | Customer Three [Member] | Accounts Receivable [Member] | ||||||||
Concentrations of Risks [Line Items] | ||||||||
Company accounted in percentage | 16.10% | |||||||
Credit Concentration Risk [Member] | Customer Four [Member] | Accounts Receivable [Member] | ||||||||
Concentrations of Risks [Line Items] | ||||||||
Company accounted in percentage | 10.70% | |||||||
Supplier Concentration Risk [Member] | Vendors One [Member] | Purchase [Member] | ||||||||
Concentrations of Risks [Line Items] | ||||||||
Company accounted in percentage | 63.10% | 59.40% | 51.70% | 56.70% | 62.50% | |||
Supplier Concentration Risk [Member] | Vendors One [Member] | Accounts Payable [Member] | ||||||||
Concentrations of Risks [Line Items] | ||||||||
Company accounted in percentage | 57.60% | 45% | ||||||
Supplier Concentration Risk [Member] | Vendors Two [Member] | Purchase [Member] | ||||||||
Concentrations of Risks [Line Items] | ||||||||
Company accounted in percentage | 15.40% | 35.50% | 35.10% | 38.50% | 32.70% | |||
Supplier Concentration Risk [Member] | Vendors Two [Member] | Accounts Payable [Member] | ||||||||
Concentrations of Risks [Line Items] | ||||||||
Company accounted in percentage | 13% | 22.90% | ||||||
Supplier Concentration Risk [Member] | Vendors Three [Member] | Purchase [Member] | ||||||||
Concentrations of Risks [Line Items] | ||||||||
Company accounted in percentage | 14.20% | |||||||
Supplier Concentration Risk [Member] | Vendors Three [Member] | Accounts Payable [Member] | ||||||||
Concentrations of Risks [Line Items] | ||||||||
Company accounted in percentage | 10.90% | |||||||
Supplier Concentration Risk [Member] | Vendor [Member] | Purchase [Member] | ||||||||
Concentrations of Risks [Line Items] | ||||||||
Company accounted in percentage | 95% | |||||||
Supplier Concentration Risk [Member] | Vendor [Member] | Accounts Payable [Member] | ||||||||
Concentrations of Risks [Line Items] | ||||||||
Company accounted in percentage | 91% | 91% | ||||||
Vendors accounted | one |
Leases (Details)
Leases (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jul. 01, 2022 | |
Leases [Abstract] | |||||||
Right of use asset | $ 31,609 | $ 31,609 | $ 61,377 | $ 84,829 | |||
Discount rate | 3.50% | ||||||
Weighted-average lease term | 9 months 18 days | 9 months 18 days | |||||
Lease expense | $ 10,795 | $ 20,332 | |||||
Rent expense | $ 5,232 | $ 27,525 | |||||
Lease term | 1 year 7 months 6 days | ||||||
Lease expense | $ 168,752 | $ 35,032 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Company’s Lease Liabilities Under the Remaining Operating Leases - USD ($) | Mar. 31, 2024 | Jun. 30, 2023 |
Schedule of company’s lease liabilities under the remaining operating leases [Abstract] | ||
2024 | $ 35,191 | |
2025 | $ 40,838 | |
Total undiscounted lease payments | 35,191 | 64,055 |
Less imputed interest | (817) | (1,745) |
Total lease liabilities | $ 34,374 | $ 62,310 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | Jun. 06, 2023 | May 01, 2023 |
Commitments and Contingencies [Line Items] | ||
License agreement term | 5 years | 5 years |
Aggregate total of minimum payment amount (in Dollars) | $ 1.5 | |
Percentage of monthly payment of sub license fees | 40% | |
Morganfields Holdings Sdn Bhd [Member] | ||
Commitments and Contingencies [Line Items] | ||
Percentage of monthly payment of sub license fees | 40% | |
Percentage of monthly payment of sub license fees | 100% | |
Minimum payment of license fees (in Dollars) | $ 1.5 | |
Trademark [Member] | ||
Commitments and Contingencies [Line Items] | ||
Aggregate total of minimum payment amount (in Dollars) | $ 1.2 | |
Percentage of monthly payment of sub license fees | 40% | |
Aggregate total of minimum payment amount (in Dollars) | $ 1.2 | |
Total monthly collection percentage | 40% | |
Morganfields Holdings Sdn Bhd [Member] | ||
Commitments and Contingencies [Line Items] | ||
Subsidiary percentage | 100% | 100% |
License agreement term | 5 years | |
Sigma Muhibah Sdn Bhd [Member] | ||
Commitments and Contingencies [Line Items] | ||
Subsidiary percentage | 100% | |
License agreement term | 5 years |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
May 05, 2024 | Apr. 08, 2024 | Sep. 30, 2023 | Jun. 30, 2023 | Nov. 30, 2023 | |
Subsequent Events [Line Items] | |||||
Number of shares exercised | 300,000 | ||||
Exercise price per share (in Dollars per share) | $ 0.01 | ||||
Subsequent Event [Member] | |||||
Subsequent Events [Line Items] | |||||
Number of shares exercised | 495,500 | ||||
Exercise price per share (in Dollars per share) | $ 0.00001 | ||||
Shares of common stock | 126,082 | ||||
Cash consideration (in Dollars) | $ 120,000 | ||||
Consideration of shares issued | 20,000 | ||||
Subsequent Event [Member] | TGL Shares [Member] | |||||
Subsequent Events [Line Items] | |||||
Price per share (in Dollars per share) | $ 3.93 | ||||
Forecast [Member] | |||||
Subsequent Events [Line Items] | |||||
Common stock shares issued | 2,416,226 | ||||
Conversion amount (in Dollars) | $ 1,224,077 |
Nature of Business and Organi_5
Nature of Business and Organization (Details) - Schedule of Consolidated Financial Statements Reflect the Activities of TGL | 9 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Jun. 30, 2023 | |
Gem Reward Sdn. Bhd. (“GEM”) [Member] | ||
Schedule of Consolidated Financial Statements Reflect the Activities of TGL [Line Items] | ||
Background | A Malaysian company Incorporated in June 2017 Operated O2O e-commerce platform known as ZCITY | |
Foodlink Global Sdn Bhd (“Foodlink”) [Member] | ||
Schedule of Consolidated Financial Statements Reflect the Activities of TGL [Line Items] | ||
Background | A Malaysian company Incorporated in January 2023 Sub-licensing restaurant branding and selling and trading of foods and beverage products. | A Malaysian company Incorporated in January 2023 Sub-licensing restaurant branding and selling and trading of foods and beverage products. |
Ownership | 100% | 100% |
Morgan Global Sdn. Bhd (“Morgan”) [Member] | ||
Schedule of Consolidated Financial Statements Reflect the Activities of TGL [Line Items] | ||
Background | A Malaysian company Incorporated in January 2023 Sub-licensing restaurant branding and selling and trading of foods and beverage products. | A Malaysian company Incorporated in January 2023 Sub-licensing restaurant branding and selling and trading of foods and beverage products. |
Ownership | 100% | 100% |
AY Food Ventures Sdn. Bhd. (“AY Food”) [Member] | ||
Schedule of Consolidated Financial Statements Reflect the Activities of TGL [Line Items] | ||
Background | A Malaysian company Incorporated in January 2023 Sub-licensing restaurant branding and selling and trading of foods and beverage products. | A Malaysian company Incorporated in January 2023 Sub-licensing restaurant branding and selling and trading of foods and beverage products. |
Ownership | 100% | 100% |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of Translation of Foreign Currencies - MYR [Member] | Jun. 30, 2023 | Jun. 30, 2022 |
Period End Adjustment [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of Translation of Foreign Currencies [Line Items] | ||
Translation of foreign currencies | 4.67 | 4.41 |
Period Average Adjustment [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of Translation of Foreign Currencies [Line Items] | ||
Translation of foreign currencies | 4.49 | 4.23 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details) - Schedule of Estimated Useful Lives of the Assets | Mar. 31, 2024 | Jun. 30, 2023 |
Computer and office equipment [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of Estimated Useful Lives of the Assets [Line Items] | ||
Estimated useful lives | 5 years | |
Motor vehicles [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of Estimated Useful Lives of the Assets [Line Items] | ||
Estimated useful lives | 5 years | 5 years |
Leasehold improvement [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of Estimated Useful Lives of the Assets [Line Items] | ||
Estimated useful lives | 3 years | 3 years |
Minimum [Member] | Furniture and Fixtures [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of Estimated Useful Lives of the Assets [Line Items] | ||
Estimated useful lives | 3 years | 3 years |
Maximum [Member] | Furniture and Fixtures [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of Estimated Useful Lives of the Assets [Line Items] | ||
Estimated useful lives | 5 years | 5 years |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (Details) - Schedule of Disaggregated Information of Revenues by Products/Services - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | ||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Total revenues | $ 1,596,129 | $ 18,152,113 | $ 21,773,829 | $ 54,152,621 | $ 69,408,319 | $ 79,674,879 | |||||||
Gift card or “E-voucher” revenue | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Total revenues | 1,213,360 | [1] | 17,815,306 | [1] | 20,083,266 | [1] | 53,265,957 | [1] | 68,050,624 | [2] | 78,739,939 | [2] | |
Health care products, computer products, and food and beverage products revenue | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Total revenues | 226,587 | [1] | 74,445 | [1] | 952,853 | [1] | 151,445 | [1] | 324,209 | [2] | 49,524 | [2] | |
Loyalty program revenue | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Total revenues | 15,254 | [1] | 213,663 | [1] | 123,071 | [1] | 452,352 | [1] | 524,854 | [2] | 620,293 | [2] | |
Transaction revenue | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Total revenues | 13,666 | [1] | 20,742 | [1] | 49,741 | [1] | 53,086 | [1] | 75,274 | [2] | 53,667 | [2] | |
Agent subscription revenue | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Total revenues | [2] | 15 | |||||||||||
Member subscription revenue | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Total revenues | 84,235 | [3] | 27,957 | [3] | 405,659 | [3] | 229,781 | [3] | 383,538 | [4] | 211,441 | [4] | |
Sub license revenue | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Total revenues | $ 43,027 | [3] | [3] | $ 159,239 | [3] | [3] | $ 49,820 | ||||||
[1] Revenue recognized at a point in time. Revenue recognized at a point in time. Revenue recognized over time. Revenue recognized over time. |
Accounts Receivable, Net (Det_3
Accounts Receivable, Net (Details) - Schedule of Accounts Receivable, Net - USD ($) | Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2022 |
Schedule of Accounts Receivable, Net [Abstract] | |||
Accounts receivable | $ 225,571 | $ 163,383 | $ 227 |
Allowance for doubtful accounts | (152,831) | (214) | (227) |
Total accounts receivable, net | $ 72,740 | $ 163,169 |
Accounts Receivable, Net (Det_4
Accounts Receivable, Net (Details) - Schedule of Movements of Allowance for Doubtful Accounts - Accounts Receivable [Member] - USD ($) | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule of Movements of Allowance for Doubtful Accounts [Line Items] | ||||
Beginning balance | $ 214 | $ 227 | $ 227 | $ 25,690 |
Addition | 153,985 | 601 | 601 | (24,953) |
Write-off | (601) | (601) | ||
Exchange rate effect | (1,368) | (13) | (13) | (510) |
Ending balance | $ 152,831 | $ 214 | $ 214 | $ 227 |
Inventories, Net (Details) - _2
Inventories, Net (Details) - Schedule of Inventories - USD ($) | Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2022 |
Schedule of Inventories [Line Items] | |||
Inventories | $ 48,242 | $ 400,543 | $ 216,069 |
Gift card (or E-voucher) [Member] | |||
Schedule of Inventories [Line Items] | |||
Inventories | 20,641 | 378,710 | 187,271 |
Nutrition products [Member] | |||
Schedule of Inventories [Line Items] | |||
Inventories | 12,940 | 8,383 | 28,798 |
Food and beverage products [Member] | |||
Schedule of Inventories [Line Items] | |||
Inventories | $ 14,661 | $ 13,450 |
Other Receivables and Other C_5
Other Receivables and Other Current Assets (Details) - Schedule of Other Receivables and Other Current Assets - USD ($) | Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | ||||
Schedule of Other Receivable and Other Current Assets [Abstract] | |||||||
Deposits | $ 117,830 | [1] | $ 59,486 | [1],[2] | $ 6,020 | [2] | |
Prepaid tax | 5,287 | 1,595 | 2,760 | ||||
Prepaid expense | [3] | 552,044 | |||||
Total other receivables and other current assets | $ 360,658 | $ 613,125 | $ 8,780 | ||||
[1] The balance of deposits mainly represented deposit made by the Company to a third-party service provider to secure the service, security deposit consists of rent and utilities, and others. As of March 31, 2024 and 2023, no allowance was recorded against doubtful receivables. The balance of deposits mainly represented deposit made by the Company to a third party service provider to secure the service, security deposit consists of rent and utilities, and others. As of June 30, 2023 and 2022, no allowance was recorded against doubtful receivables. The balance of prepaid expense mainly represented prepayment made by the Company to third parties for cyber security service, director & officer liability insurance (“D&O Insurance”) or other professional service. |
Prepayments (Details) - Sched_2
Prepayments (Details) - Schedule of Prepayments - USD ($) | Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2022 |
Deposits to Suppliers [Member] | |||
Schedule of Prepayments [Line Items] | |||
Deposits to suppliers | $ 406,247 | $ 248,551 | $ 203,020 |
Property and Equipment, Net (_3
Property and Equipment, Net (Details) - Schedule of Property and Equipment, Net - USD ($) | Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2022 |
Schedule of Property and Equipment, Net [Line Items] | |||
Property and equipment, gross | $ 441,495 | $ 431,857 | $ 404,823 |
Less: accumulated depreciation | (240,537) | (152,257) | (67,178) |
Property and equipment, net | 200,958 | 279,600 | 337,645 |
Computer and office equipment [Member] | |||
Schedule of Property and Equipment, Net [Line Items] | |||
Property and equipment, gross | 154,454 | 142,520 | 151,205 |
Furniture and fixtures [Member] | |||
Schedule of Property and Equipment, Net [Line Items] | |||
Property and equipment, gross | 73,689 | 73,355 | 76,148 |
Motor vehicle [Member] | |||
Schedule of Property and Equipment, Net [Line Items] | |||
Property and equipment, gross | 82,172 | 83,185 | 88,045 |
Leasehold improvement [Member] | |||
Schedule of Property and Equipment, Net [Line Items] | |||
Property and equipment, gross | $ 131,180 | $ 132,797 | $ 89,425 |
Loans and Notes (Details) - S_2
Loans and Notes (Details) - Schedule of Convertible Notes Payable, Net of Unamortized Discounts - Convertible Notes Payable [Member] - USD ($) | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Face value of convertible notes payable [Member] | |||
Loans and Notes (Details) - Schedule of Convertible Notes Payable, Net of Unamortized Discounts [Line Items] | |||
Face value of convertible notes payable, beginning balance | $ 5,150,000 | $ 14,108,876 | $ 5,733,961 |
Issuance of convertible notes | 8,172,093 | 8,374,915 | |
Amortization of debt discounts | |||
Conversion | (1,782,710) | (17,130,969) | |
Exchange rate effect | |||
Face value of convertible notes payable, ending balance | 5,150,000 | 14,108,876 | |
Unamortized debt discounts [Member] | |||
Loans and Notes (Details) - Schedule of Convertible Notes Payable, Net of Unamortized Discounts [Line Items] | |||
Unamortized debt discounts, beginning balance | (358,284) | (717,260) | (758,508) |
Issuance of convertible notes | (1,189,074) | (1,231,610) | |
Amortization of debt discounts | 330,351 | 1,290,050 | 1,266,861 |
Conversion | 245,980 | ||
Exchange rate effect | 12,020 | 5,997 | |
Unamortized debt discounts, ending balance | (358,284) | (717,260) | |
Convertible notes payable, net of unamortized discounts [Member] | |||
Loans and Notes (Details) - Schedule of Convertible Notes Payable, Net of Unamortized Discounts [Line Items] | |||
Convertible notes payable, net of unamortized discounts, beginning balance | 4,791,716 | 13,391,616 | 4,975,453 |
Issuance of convertible notes | 6,983,019 | 7,143,305 | |
Amortization of debt discounts | 330,351 | 1,290,050 | 1,266,861 |
Conversion | (1,754,777) | (16,884,989) | |
Exchange rate effect | 12,020 | 5,997 | |
Convertible notes payable, net of unamortized discounts, ending balance | 4,791,716 | 13,391,616 | |
Third Parties [Member] | |||
Loans and Notes (Details) - Schedule of Convertible Notes Payable, Net of Unamortized Discounts [Line Items] | |||
Third parties, beginning balance | 4,791,716 | 10,954,042 | 3,575,453 |
Issuance of convertible notes | 6,983,019 | 6,105,731 | |
Amortization of debt discounts | 1,290,050 | 1,266,861 | |
Conversion | (14,447,415) | ||
Exchange rate effect | 12,020 | 5,997 | |
Third parties, ending balance | 4,791,716 | 10,954,042 | |
Related Parties [Member] | |||
Loans and Notes (Details) - Schedule of Convertible Notes Payable, Net of Unamortized Discounts [Line Items] | |||
Related parties, beginning balance | 2,437,574 | 1,400,000 | |
Issuance of convertible notes | 1,037,574 | ||
Amortization of debt discounts | |||
Conversion | (2,437,574) | ||
Exchange rate effect | |||
Related parties, ending balance | $ 2,437,574 |
Other Payables and Accrued Li_5
Other Payables and Accrued Liabilities (Details) - Schedule of Other Payables and Accrued Liabilities - USD ($) | Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |||
Schedule of other payables and accrued liabilities [Abstract] | ||||||
Accrued professional fees | $ 145,081 | [1] | $ 233,600 | [1],[2] | $ 910,186 | [2] |
Accrued promotion expenses | 1,701 | [3] | 39,538 | [3] | 41,476 | |
Accrued payroll | 82,168 | 157,542 | 112,069 | |||
Accrued interest | 81,658 | [4] | 79,936 | [4],[5] | 92,686 | |
Payables to merchant from ZCITY platform | 196,742 | [6] | 174,056 | [6] | ||
Others | $ 42,538 | 38,724 | 5,443 | |||
Total other payables and accrued liabilities | $ 723,396 | $ 1,161,860 | ||||
[1]Accrued professional fees The balance of accrued professional fees represented amount due to third parties service providers which include mobile application developing, marketing consulting service, IT related professional service, audit fee, tax filing fee, and consulting fee related to capital raising.[2]Accrued professional fees The balance of accrued professional fees represented amount due to third parties service providers which include marketing consulting service, IT related professional service, audit fee, and consulting fee related to capital raising. In addition, the balance of accrued professional fees also consist of consulting fee which the Company agree to compensate the consultant by issuing 300,000 warrants exercisable for a period of 5 years at $4.00 per share. On August 15, 2022, the Company had issued the warrants to the consultant upon completion of its Offering. The value of the consulting fee was estimated by the fair value of the warrants which was determined by using the Black Scholes model (Note 11). The consulting fee was estimated to be $856,170 and record as accrued professional fee as of June 30, 2022. Upon issuance of the warrants, the above-mentioned balance of the accrued professional fee was reduced by increasing the same amount in additional paid in capital.[3]Accrued promotion expense The balance of accrued promotion expense represented the balance of profit sharing payable to the Company’s merchant and subscribed agents to promote business growth.[4]Accrued interest The balance of accrued interest represented the balance of interest payable from convertible notes aforementioned in Note 10.[5]Accrued interest The balance of accrued interest represented the balance of interest payable from convertible note aforementioned in Note 8.[6]Payables to merchants from ZCITY platform The balance of payables to merchants from ZCITY platform represented the amount the Company collected on behalf of merchant from its customer through the Company’s ZCITY platform. |
Related Party Balances and Tr_6
Related Party Balances and Transactions (Details) - Schedule of Related Party Balances - Equipment rental deposit [Member] - Other Receivable a Related Party [Member] - Ezytronic Sdn Bhd [Member] - USD ($) | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Related Party Balances and Transactions (Details) - Schedule of Related Party Balances [Line Items] | |||
Related Party Transaction, Description of Relationship | Jau Long “Jerry” Ooi is the common shareholder | Jau Long “Jerry” Ooi is the common shareholder | |
Related Party Transaction, Description of Transaction | Equipment rental deposit | Equipment rental deposit | |
Other Receivable, Related Party | $ 12,379 |
Related Party Balances and Tr_7
Related Party Balances and Transactions (Details) - Schedule of Convertible Notes Payable, Related Parties - USD ($) | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Convertible Notes Payable Related Parties [Member] | |||
Related Party Balances and Transactions (Details) - Schedule of Convertible Notes Payable, Related Parties [Line Items] | |||
Related party balances | $ 2,437,574 | ||
Account Payable Related Parties [Member] | |||
Related Party Balances and Transactions (Details) - Schedule of Convertible Notes Payable, Related Parties [Line Items] | |||
Related party balances | 14,326 | ||
Other Payables Related Parties [Member] | |||
Related Party Balances and Transactions (Details) - Schedule of Convertible Notes Payable, Related Parties [Line Items] | |||
Related party balances | 1,660 | ||
Amount Due to Related Parties [Member] | |||
Related Party Balances and Transactions (Details) - Schedule of Convertible Notes Payable, Related Parties [Line Items] | |||
Related party balances | $ 320,960 | 2,060,088 | |
CLN [Member] | Convertible Notes Payable Related Parties [Member] | Chuah Su Mei [Member] | |||
Related Party Balances and Transactions (Details) - Schedule of Convertible Notes Payable, Related Parties [Line Items] | |||
Related party balances, description of relationship | Spouse of Kok Pin “Darren” Tan, shareholder of TGL | ||
Related party balances | 240,444 | ||
Related party, description of transaction | CLN | ||
CLN [Member] | Convertible Notes Payable Related Parties [Member] | Click Development Berhad [Member] | |||
Related Party Balances and Transactions (Details) - Schedule of Convertible Notes Payable, Related Parties [Line Items] | |||
Related party balances, description of relationship | Shareholder of TGL | ||
Related party balances | 120,235 | ||
Related party, description of transaction | CLN | ||
CLN [Member] | Convertible Notes Payable Related Parties [Member] | Cloudmaxx Sdn Bhd [Member] | |||
Related Party Balances and Transactions (Details) - Schedule of Convertible Notes Payable, Related Parties [Line Items] | |||
Related party balances, description of relationship | Jau Long “Jerry” Ooi and Kok Pin “Darren” Tan are common shareholder | ||
Related party balances | 568,305 | ||
Related party, description of transaction | CLN | ||
CLN [Member] | Convertible Notes Payable Related Parties [Member] | V Capital Kronos Berhad [Member] | |||
Related Party Balances and Transactions (Details) - Schedule of Convertible Notes Payable, Related Parties [Line Items] | |||
Related party balances, description of relationship | Shareholder of TGL, and Voon Him “Victor” Hoo is the common shareholder | ||
Related party balances | 1,400,000 | ||
Related party, description of transaction | CLN | ||
CLN [Member] | Convertible Notes Payable Related Parties [Member] | World Cloud Ventures Sdn Bhd [Member] | |||
Related Party Balances and Transactions (Details) - Schedule of Convertible Notes Payable, Related Parties [Line Items] | |||
Related party balances, description of relationship | Jau Long “Jerry” Ooi is the common shareholder | ||
Related party balances | 108,590 | ||
Related party, description of transaction | CLN | ||
Purchase of inventories [Member] | Account Payable Related Parties [Member] | World Cloud Ventures Sdn Bhd [Member] | |||
Related Party Balances and Transactions (Details) - Schedule of Convertible Notes Payable, Related Parties [Line Items] | |||
Related party balances, description of relationship | Jau Long “Jerry” Ooi is a common shareholder | ||
Related party balances | 1,063 | ||
Related party, description of transaction | Purchase of inventories | ||
Purchase of inventories [Member] | Account Payable Related Parties [Member] | Ezytronic Sdn Bhd [Member] | |||
Related Party Balances and Transactions (Details) - Schedule of Convertible Notes Payable, Related Parties [Line Items] | |||
Related party balances, description of relationship | Jau Long “Jerry” Ooi is the common shareholder | ||
Related party balances | 4,229 | ||
Related party, description of transaction | Purchase of inventories | ||
Operating Expense Paid on Behalf [Member] | Other Payables Related Parties [Member] | Ezytronic Sdn Bhd [Member] | |||
Related Party Balances and Transactions (Details) - Schedule of Convertible Notes Payable, Related Parties [Line Items] | |||
Related party balances, description of relationship | Jau Long “Jerry” Ooi is a common shareholder | ||
Related party balances | $ 1,315 | ||
Related party, description of transaction | Operating expense paid on behalf | Operating expense paid on behalf | |
Operating Expense Paid on Behalf [Member] | Other Payables Related Parties [Member] | The Evolutionary Zeal Sdn Bhd [Member] | |||
Related Party Balances and Transactions (Details) - Schedule of Convertible Notes Payable, Related Parties [Line Items] | |||
Related party balances, description of relationship | Shareholder of TGL | ||
Related party balances | 9,034 | ||
Related party, description of transaction | Purchase of inventories | ||
Consulting Fee [Member] | Other Payables Related Parties [Member] | True Sight Sdn Bhd [Member] | |||
Related Party Balances and Transactions (Details) - Schedule of Convertible Notes Payable, Related Parties [Line Items] | |||
Related party balances, description of relationship | Su Huay “Sue” Chuah, the Company’s former Chief Marketing Officer is the shareholder of this entity | ||
Related party balances | $ 345 | ||
Related party, description of transaction | Consulting fee | Consulting fee | |
Interest-free loan, due on demand [Member] | Amount Due to Related Parties [Member] | Chong Chan “Sam” Teo [Member] | |||
Related Party Balances and Transactions (Details) - Schedule of Convertible Notes Payable, Related Parties [Line Items] | |||
Related party balances, description of relationship | Directors, Chief Executive Officer, and Shareholder of TGL | ||
Related party balances | $ 186,579 | 197,480 | |
Related party, description of transaction | Interest-free loan, due on demand | Interest-free loan, due on demand | |
Interest-free loan, due on demand [Member] | Amount Due to Related Parties [Member] | Kok Pin “Darren” Tan [Member] | |||
Related Party Balances and Transactions (Details) - Schedule of Convertible Notes Payable, Related Parties [Line Items] | |||
Related party balances, description of relationship | Shareholder of TGL | ||
Related party balances | $ 134,381 | $ 1,862,608 | |
Related party, description of transaction | Interest-free loan, due on demand | Interest-free loan, due on demand |
Related Party Balances and Tr_8
Related Party Balances and Transactions (Details) - Schedule of Related Party Transactions - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue from Related Parties [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related Party Transaction, Description of Transaction | $ 126 | $ 168,976 | ||||
Purchase from Related Parties [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related Party Transaction, Description of Transaction | 77,520 | 121,411 | ||||
Equipment Purchased from Related Party [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related Party Transaction, Description of Transaction | $ 293,220 | 690,367 | ||||
Sales of Products [Member] | Revenue from Related Parties [Member] | Ezytronic Sdn Bhd [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related Party Transaction, Description of Relationship | Jau Long “Jerry” Ooi is a common shareholder | |||||
Related Party Transaction, Description of Transaction | 166,139 | |||||
Revenue from Related Parties | Sales of products | |||||
Sales of Products [Member] | Revenue from Related Parties [Member] | Matrix Ideal Sdn Bhd [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related Party Transaction, Description of Relationship | Yu Weng Lok is a common shareholder | |||||
Related Party Transaction, Description of Transaction | $ 126 | 2,837 | ||||
Revenue from Related Parties | Sales of products | |||||
Purchase of Products [Mebmer] | Purchase from Related Parties [Member] | Ezytronic Sdn Bhd [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related Party Transaction, Description of Relationship | Jau Long “Jerry” Ooi is a common shareholder | Jau Long “Jerry” Ooi is a common shareholder | ||||
Related Party Transaction, Description of Transaction | $ 181 | $ 12,310 | $ 25,594 | $ 20,511 | $ 22,036 | 54,328 |
Revenue from Related Parties | Purchase of products | |||||
Purchase of Products [Mebmer] | Purchase from Related Parties [Member] | The Evolutionary Zeal Sdn Bhd [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related Party Transaction, Description of Relationship | Jay Long “Jerry” Ooi is a common shareholder | |||||
Related Party Transaction, Description of Transaction | 18,824 | |||||
Revenue from Related Parties | Purchase of products | |||||
Purchase of Services [Member] | Equipment Purchased from Related Party [Member] | World Cloud Ventures Sdn Bhd [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related Party Transaction, Description of Relationship | Shareholder of TGL | |||||
Related Party Transaction, Description of Transaction | $ 55,484 | 48,259 | ||||
Revenue from Related Parties | Purchase of Services | |||||
Purchase of Equipment [Member] | Equipment Purchased from Related Party [Member] | Ezytronic Sdn Bhd [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related Party Transaction, Description of Relationship | Jau Long “Jerry” Ooi is a common shareholder | Jau Long “Jerry” Ooi is a common shareholder | ||||
Related Party Transaction, Description of Transaction | $ 1,003 | $ 11,001 | $ 13,149 | $ 49,656 | $ 52,328 | |
Revenue from Related Parties | Purchase of equipment | |||||
Consulting Fees [Member] | Equipment Purchased from Related Party [Member] | V Capital Investment Limited [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related Party Transaction, Description of Relationship | Voon Him “Victor” Hoo, the Company’s Chairman and Managing Director is the director of this entity beginning on June 1, 2021. | |||||
Related Party Transaction, Description of Transaction | 75,000 | |||||
Revenue from Related Parties | Consulting fees | |||||
Consulting Fees [Member] | Equipment Purchased from Related Party [Member] | Imej Jiwa Communications Sdn Bhd [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related Party Transaction, Description of Relationship | Voon Him “Victor” Hoo, the Company’s former Chairman and Managing Director is the director of this entity | |||||
Related Party Transaction, Description of Transaction | $ 2,744 | |||||
Revenue from Related Parties | Consulting fess | |||||
Consulting Fees [Member] | Equipment Purchased from Related Party [Member] | True Sight Sdn Bhd [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related Party Transaction, Description of Relationship | Su Huay “Sue” Chuah, the Company’s former Chief Marketing Officer is a 40% shareholder of this entity | |||||
Related Party Transaction, Description of Transaction | $ 290,476 | $ 615,367 | ||||
Revenue from Related Parties | Consulting fees |
Related Party Balances and Tr_9
Related Party Balances and Transactions (Details) - Schedule of Related Party Transactions (Parentheticals) | Jun. 30, 2023 | Jun. 30, 2022 |
Ownership [Member] | ||
Related Party Transaction [Line Items] | ||
Ownership percentage | 40% | 40% |
Stockholders' (Deficiency) (Det
Stockholders' (Deficiency) (Details) - Schedule of Warrants Outstanding | 12 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Schedule of warrants outstanding [Abstract] | |
Shares, Outstanding at beginning | shares | |
Weighted Average Exercise Price, Outstanding at beginning | $ / shares | |
Weighted Average Remaining Contractual Term (Years), Outstanding at beginning | |
Shares, Granted | shares | 400,000 |
Weighted Average Exercise Price, Granted | $ / shares | $ 4.25 |
Weighted Average Remaining Contractual Term (Years), Granted | 5 years |
Shares, Exercised | shares | (300,000) |
Weighted Average Exercise Price, Exercised | $ / shares | $ 4 |
Shares, Outstanding at ending | shares | 100,000 |
Weighted Average Exercise Price, Outstanding at ending | $ / shares | $ 5 |
Weighted Average Remaining Contractual Term (Years), Outstanding at ending | 4 years 1 month 6 days |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of Income Tax Expense - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Tax jurisdictions from: | ||||||
- Local – United States | $ 1,291,148 | $ 1,137,653 | $ 3,748,688 | $ 2,344,369 | $ (3,728,225) | $ (3,541,832) |
- Foreign – Malaysia | 422,167 | 1,776,915 | 1,275,001 | 6,231,712 | (7,901,870) | (8,188,582) |
Loss before income tax | $ (1,713,315) | $ (2,914,568) | $ (5,023,689) | $ (8,576,081) | $ (11,630,095) | $ (11,730,414) |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of Provision for Income Taxes - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Tax jurisdictions from: | ||||||
- Local – United States | $ 97,616 | $ 15,600 | ||||
- Foreign – Malaysia | ||||||
Provision for income taxes | $ 11,500 | $ 20,852 | $ 34,500 | $ 97,616 | $ 15,600 |
Income Taxes (Details) - Sche_5
Income Taxes (Details) - Schedule of Effective Tax Rate | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | ||
Schedule of Effective Tax Rate [Line Items] | |||
U.S. statutory rate | 21% | 21% | |
Differential of Malaysia statutory tax rate | 2% | 2.10% | |
Change in valuation allowance | (23.80%) | (15.90%) | |
Permanent difference | [1] | (7.30%) | |
Effective tax rate | (0.80%) | (0.10%) | |
[1] Permanent difference consists of legal and professional fee net with the IPO proceeds, which is non-deductible in the Company’s tax return. |
Income Taxes (Details) - Sche_6
Income Taxes (Details) - Schedule of Aggregate Deferred Tax Assets - USD ($) | Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |||
Deferred tax assets: | ||||||
Net operating loss carry forwards in U.S. | $ 1,661,488 | $ 1,177,486 | $ 324,144 | |||
Net operating loss carry forwards in Malaysia | 5,401,789 | 4,927,995 | 3,031,546 | |||
Stock based compensation | 179,796 | |||||
Amortization of debt discount | 156,403 | 70,415 | 148,081 | |||
Less: valuation allowance | (7,219,680) | [1] | (6,175,896) | [1],[2] | (3,683,567) | [2] |
Deferred tax assets | ||||||
[1] Change in valuation allowance was amounted to $1,042,990 and $1,665,893 for the nine months ended March 31, 2024 and 2023, respectively. Change in valuation allowance was amounted to $2,492,329 and $1,870,243 for the years ended June 30, 2023 and 2022, respectively. |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Company’s Lease Liabilities Under the Remaining Operating Leases - USD ($) | Mar. 31, 2024 | Jun. 30, 2023 |
Schedule of company’s lease liabilities under the remaining operating leases [Abstract] | ||
2024 | $ 40,838 | |
2025 | 23,217 | |
Total undiscounted lease payments | 35,191 | 64,055 |
Less imputed interest | (817) | (1,745) |
Total lease liabilities | $ 34,374 | $ 62,310 |