| Accounting Policies, by Policy (Policies) | 9 Months Ended |
| Mar. 31, 2024 |
| 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. |
| 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. |
| 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. |
| 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. |
| 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. |
| 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 |
| 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. |
| 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. |
| 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. |
| 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. |
| 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. |
| 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. |
| 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 to five years. |
| 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 |
| 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. |
| 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. |
| 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. |
| 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: |
| 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. |
| 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. |
| 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. |
| 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. |
| 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. |
| 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. |
| 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. |
| 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. |
| 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; |
| 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. |
| 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. |
| 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. |
| 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. |
| 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. |
| 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. |
| 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. |
| 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. |
