Cover
Cover - shares | 9 Months Ended | |
Mar. 31, 2024 | May 14, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --06-30 | |
Entity File Number | 333-269343 | |
Entity Registrant Name | Protopia Global Holdings Inc. | |
Entity Central Index Key | 0001959585 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | Room 408B&C, 4th Floor | |
Entity Address, Address Line Two | Lippo Sun Plaza | |
Entity Address, Address Line Three | No. 28 Canton Road | |
Entity Address, City or Town | Tsim Sha Tsui, Kowloon | |
Entity Address, Country | HK | |
Entity Address, Postal Zip Code | 00000 | |
City Area Code | (852) | |
Local Phone Number | 6686-0563 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 21,500,000 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2024 | Jun. 30, 2023 |
Current assets: | ||
Cash | $ 9,953 | $ 17,998 |
Deferred offering costs | 129,301 | 129,301 |
Total current assets | 139,254 | 147,299 |
Total Assets | 139,254 | 147,299 |
Current liabilities: | ||
Accrued expenses | 25,267 | 26,844 |
Total current liabilities | 25,267 | 26,844 |
Total Liabilities | 25,267 | 26,844 |
Shareholders’ Equity: | ||
Ordinary shares, $0.00001 par value; 500,000,000 shares authorized; 21,500,000 shares issued and outstanding as of March 31, 2024 and June 30, 2023 | 215 | 215 |
Additional paid-in capital | 209,075 | 166,168 |
Accumulated deficit | (95,278) | (45,903) |
Accumulated other comprehensive loss | (25) | (25) |
Total Shareholders’ Equity | 113,987 | 120,455 |
Total Liabilities and Shareholders’ Equity | $ 139,254 | $ 147,299 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2024 | Jun. 30, 2023 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 21,500,000 | 21,500,000 |
Common stock, shares outstanding | 21,500,000 | 21,500,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) | 3 Months Ended | 7 Months Ended | 9 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2024 | |
Income Statement [Abstract] | ||||
Revenue | $ 10,024 | $ 10,024 | ||
General and administrative expenses | (15,244) | (4,207) | (29,754) | (49,375) |
(Loss) income before tax expense | (15,244) | 5,817 | (19,730) | (49,375) |
Tax expense | ||||
Net (loss) income | (15,244) | 5,817 | (19,730) | (49,375) |
Other comprehensive (loss) income | ||||
Foreign currency translation gain (loss) | 1 | 21 | (25) | |
Total comprehensive (loss) income | $ (15,243) | $ 5,838 | $ (19,755) | $ (49,375) |
Weighted average shares outstanding, basic | 21,500,000 | 21,500,000 | 21,500,000 | 21,500,000 |
Weighted average shares outstanding, diluted | 21,500,000 | 21,500,000 | 21,500,000 | 21,500,000 |
Basic loss per ordinary share | $ 0 | $ 0 | $ 0 | $ 0 |
Diluted loss per ordinary share | $ 0 | $ 0 | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited) - USD ($) | Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Beginning balance, value at Aug. 17, 2022 | |||||
Beginning balance, shares at Aug. 17, 2022 | |||||
Issuance of ordinary share for cash | $ 215 | 127,218 | 127,433 | ||
Issuance of ordinary share for cash, shares | 21,500,000 | ||||
Net loss | (24,674) | (24,674) | |||
Foreign currency translation | (21) | (21) | |||
Ending balance, value at Sep. 30, 2022 | $ 215 | 127,218 | (24,674) | (21) | 102,738 |
Ending balance, shares at Sep. 30, 2022 | 21,500,000 | ||||
Net loss | (873) | (873) | |||
Foreign currency translation | (25) | (25) | |||
Ending balance, value at Dec. 31, 2022 | $ 215 | 127,218 | (25,547) | (46) | 101,840 |
Ending balance, shares at Dec. 31, 2022 | 21,500,000 | ||||
Net loss | 5,817 | 5,817 | |||
Foreign currency translation | 21 | 21 | |||
Ending balance, value at Mar. 31, 2023 | $ 215 | 127,218 | (19,730) | (25) | 107,678 |
Ending balance, shares at Mar. 31, 2023 | 21,500,000 | ||||
Beginning balance, value at Jun. 30, 2023 | $ 215 | 166,168 | (45,903) | (25) | 120,455 |
Beginning balance, shares at Jun. 30, 2023 | 21,500,000 | ||||
Net loss | (17,891) | (17,891) | |||
Foreign currency translation | 1 | 1 | |||
Capital contribution from a shareholder | 844 | 844 | |||
Ending balance, value at Sep. 30, 2023 | $ 215 | 167,012 | (63,794) | (24) | 103,409 |
Ending balance, shares at Sep. 30, 2023 | 21,500,000 | ||||
Net loss | (16,240) | (16,240) | |||
Foreign currency translation | (2) | (2) | |||
Capital contribution from a shareholder | 42,063 | 42,063 | |||
Ending balance, value at Dec. 31, 2023 | $ 215 | 209,075 | (80,034) | (26) | 129,230 |
Ending balance, shares at Dec. 31, 2023 | 21,500,000 | ||||
Net loss | (15,244) | (15,244) | |||
Foreign currency translation | 1 | 1 | |||
Ending balance, value at Mar. 31, 2024 | $ 215 | $ 209,075 | $ (95,278) | $ (25) | $ 113,987 |
Ending balance, shares at Mar. 31, 2024 | 21,500,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 7 Months Ended | 9 Months Ended |
Mar. 31, 2023 | Mar. 31, 2024 | |
Cash flows from operating activities: | ||
Net loss | $ (19,730) | $ (49,375) |
Changes in operating assets and liabilities: | ||
Accrued expenses | (1,577) | |
Net cash used in operating activities | (19,730) | (50,952) |
Cash flows from financing activities: | ||
Proceeds from issuance of ordinary shares | 127,433 | |
Capital contribution from a shareholder | 42,907 | |
Deferred offering costs | (109,801) | |
Accrued deferred offering costs | 11,590 | |
Net cash generated from financing activities | 29,222 | 42,907 |
Effect of foreign currency exchange rate changes on cash | (25) | |
Net change in cash | 9,467 | (8,045) |
Cash – beginning of the period | 17,998 | |
Cash – end of the period | 9,467 | 9,953 |
Supplemental cash flow information | ||
Cash paid for income tax | ||
Supplemental disclosures of non-cash financing activities: | ||
Deferred offering costs included in accrued deferred offering costs | $ 11,590 |
ORGANIZATION AND BUSINESS DESCR
ORGANIZATION AND BUSINESS DESCRIPTION | 9 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BUSINESS DESCRIPTION | 1. ORGANIZATION AND BUSINESS DESCRIPTION Protopia Global Holdings Inc. (the “Company”) was incorporated in the Cayman Islands on August 18, 2022 500 0.00001 On August 26, 2022, Protopia International Company Limited (“Protopia HK”), was incorporated in Hong Kong as the Company’s wholly-owned subsidiary, and its principal activities are to assist small- and medium-sized non-U.S. businesses in accessing international capital markets through listings on nationally recognized stock exchanges such as the Nasdaq Global Market, the Nasdaq Capital Market, NYSE American or the OTC Markets Group (OTCQX, OTCQB and Pink). The fiscal year end of the Company is June 30. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | 2. GOING CONCERN The Company has incurred loss of US$ 49,375 50,952 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of preparation and principles of consolidation The accompanying unaudited condensed consolidated financial statements of the Company are presented in United State dollars (“US$” or “$”) and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X of the Securities Exchange Commission. Certain information and footnote disclosures normally included in consolidated financial statements have been omitted pursuant to such rules and regulations. The consolidated balance sheet as of June 30, 2023 derived from the audited consolidated financial statements at that date, but does not include all the information and footnotes required by U.S. GAAP. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2023. The unaudited condensed consolidated financial statements as of March 31, 2024 and June 30, 2023 and three months ended March 31, 2024 and 2023, and for the nine months ended March 31, 2024 and period from August 18, 2022 (inception) to March 31, 2023, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial condition, results of operations and cash flows. The results of operations for the three months and nine months ended March 31, 2024 and from August 18, 2022 (inception) to March 31, 2023 are not necessarily indicative of the results to be expected for any other interim period or for the entire year. The accompanying unaudited condensed consolidated financial statements have been prepared on a consolidated basis and reflect the unaudited condensed consolidated financial statements of the Company and Protopia HK. All intercompany transactions and balances are eliminated on consolidation. Emerging growth company The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to optout is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of estimates and assumptions The preparation of 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 disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Foreign currency translation The Company’s unaudited condensed consolidated financial statements are reported in United States dollars (“US$”), the Company’s presentation currency. The functional currency for the Company is US$ and the Company’s subsidiary in Hong Kong is Hong Kong dollars (“HK$”). The translation of the functional currencies of its subsidiary into U.S. dollars is performed for balance sheet accounts using the exchange rates in effect as of the balance sheet date and for revenues and expense accounts using a monthly average exchange rate prevailing during the respective period. The gains or losses resulting from such translation are reported as currency translation adjustments under accumulated other comprehensive loss as a separate component of equity. Monetary assets and liabilities of the Company and its subsidiary denominated in currencies other than the functional currency of the Company and subsidiary are translated into their respective functional currency at the rates of exchange prevailing on the balance sheet date. Transactions of the Company and its subsidiary in currencies other than the Company’s and the subsidiary’s functional currencies are translated into the respective functional currencies at the average monthly exchange rate prevailing during the period of the transaction. The gains or losses resulting from foreign currency transactions are included in the unaudited condensed consolidated statements of operations and comprehensive (loss) income. The exchange rates used to translate amounts in HK$ into US$ for the purposes of preparing the unaudited condensed consolidated financial statements were as follows: Schedule of exchange rates used to translate amounts March 31, June 30, 2024 2023 Balance sheet items, except for ordinary shares, additional paid-in capital and retained earnings, as of period end 1 7.8262 1 7.8369 For the From March 31, March 31, Amounts included in the statements of operations and cash flows for the period US$ 1 7.8210 US$ 1 7.8308 Financial instruments and concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account placed in a financial institution, through an escrow agent, with high investment grade ratings. As of March 31, 2023, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 825, “Financial Instruments,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had US$ 9,953 Deferred offering costs The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Pursuant to ASC 340-10-S99-1, IPO costs directly attributable to an offering of equity securities are deferred and would be charged against the gross proceeds of the offering as a reduction of additional paid-in capital. Deferred offering costs consist of professional and registration fees that are directly related to the Proposed Public Offering. Should the in-process equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the unaudited condensed consolidated statements of operations and comprehensive (loss) income. As of March 31, 2024 and June 30, 2023, the Company has incurred deferred offering costs of $ 129,301 Accrued expenses Accrued expenses primarily include accrued professional fees. Revenue and expense recognition The Company follows ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company derives revenue principally from providing corporate advisory services. The Company enters into agreements with customers that create enforceable rights and obligations and for which it is probable that the Company will collect the consideration to which it will be entitled as services transfer to the customer. It is customary practice for the Company to have written agreements with its customers and revenue on oral or implied arrangements is generally not recognized. The Company recognizes revenue based on the consideration specified in the applicable agreement. Revenue from contracts with customers is recognized by: (1) identifying the contract (if any) with a customer; (2) identifying the performance obligations in the contract (if any); (3) determining the transaction price; (4) allocating the transaction price to each performance obligation in the contract (if any); and (5) recognizing revenue when each performance obligation is satisfied. Generally, revenue is recognized when the Company has negotiated the terms of the transaction, which includes determining either the overall price, or the price for each performance obligation in the form of a service, the service has been delivered to the customer, no obligation is outstanding regarding that service, and the Company is reasonably assured that funds have been or will be collected from the customer. Upfront fees are recognized over the estimated period that the related services are performed. Deferred revenues are recorded for fees received that have not yet been earned. The Company provides consultancy services towards small- and medium-sized non-U.S. businesses for initial public offering process. The Company has no outstanding contracts with any of its customers as of March 31, 2023. Income taxes The Company accounts for income taxes under the FASB Codification Topic 740-10-25 (“ASC 740-10-25”). Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under Statement 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period included the enactment date. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Protopia HK is incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income derived from its activities conducted in Hong Kong. The applicable tax rate is 16.5% in Hong Kong. From year of assessment of 2019/2020 onwards, Hong Kong profits tax rates are 8.25% on assessable profits up to US$255,552 (HK$2,000,000), and 16.5% on any part of assessable profits over US$255,552 (HK$2,000,000). Comprehensive (loss) income ASC Topic 220, “ Comprehensive Income Commitments and contingencies The Company follows ASC 450-20, “Loss Contingencies” Loss per share Basic loss per share is computed by dividing loss available to stockholders by the weighted average number of shares outstanding during the year. Diluted income per share is computed similar to basic income per share except that the denominator is increased to include the number of additional shares that would have been outstanding if the potential shares had been issued and if the additional shares were diluted. There were no Recently adopted accounting standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. |
PUBLIC OFFERING
PUBLIC OFFERING | 9 Months Ended |
Mar. 31, 2024 | |
Public Offering | |
PUBLIC OFFERING | 4. PUBLIC OFFERING Pursuant to the Public Offering, the Company is offering 1,000,000 shares of ordinary shares for sale in a primary offering. The offered shares will be sold on behalf of the Company, on a best effort basis, by the Company’s shareholders, officers and directors. There is no minimum number of shares to be sold up to a maximum of 1,000,000 |
CASH
CASH | 9 Months Ended |
Mar. 31, 2024 | |
Cash and Cash Equivalents [Abstract] | |
CASH | 5. CASH Schedule of cash As of As of March 31, June 30, Cash on hand $ 383 $ 383 Cash at bank account of an escrow agent 9,570 17,615 Total $ 9,953 $ 17,998 The Company has an escrow arrangement with Jimmy Cheung & Co., Certified Public Accountants of Hong Kong, to hold the Company’s money at their bank accounts established specially for their clients. The Company’s money is deposited at the Hong Kong and Shanghai Banking Corporation. Under the escrow arrangement, Jimmy Cheung & Co. Certified Public Accountants can only instruct the bank to carry out a transaction upon receipt of instructions from the Company. |
SHARE CAPITAL AND SHAREHOLDERS_
SHARE CAPITAL AND SHAREHOLDERS’ EQUITY | 9 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
SHARE CAPITAL AND SHAREHOLDERS’ EQUITY | 6. SHARE CAPITAL AND SHAREHOLDERS’ EQUITY On August 18, 2022 (date of inception), one share of the Company’s ordinary shares was issued at the par value of $0.00001 to the company-incorporating service provider. This share was immediately transferred to Sin Yi Cheng, the president and director of the Company. On the same day, Sin Yi Cheng purchased an additional 99,999 0.00001 100,000 1 On August 20, 2022, the Company sold 3,200,000 0.00001 32 On August 23, 2022, the Company sold 18,150,000 0.007 127,050 On September 19, 2022, the Company sold 50,000 0.007 350 There have been no other issuances of the Company’s ordinary shares. As of March 31, 2024, the Company had 21,500,000 During the nine months ended March 31, 2024, Sin Yi Cheng made capital contributions of $ 42,907 |
CONCENTRATION AND RISKS
CONCENTRATION AND RISKS | 9 Months Ended |
Mar. 31, 2024 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATION AND RISKS | 7. CONCENTRATION AND RISKS (a) Concentration As of March 31, 2024, 100% (b) Economics and political risk The Company’s major operations are conducted in Hong Kong. Accordingly, the political, economic, and legal environments in Hong Kong, as well as the general state of Hong Kong’s economy may influence the Company’s business, financial condition, and results of operations. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Mar. 31, 2024 | |
Subsequent Events | |
SUBSEQUENT EVENTS | 8. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date of March 31, 2024 and up through May 14, 2023, the date that the unaudited condensed consolidated financial statements were available to be issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of preparation and principles of consolidation | Basis of preparation and principles of consolidation The accompanying unaudited condensed consolidated financial statements of the Company are presented in United State dollars (“US$” or “$”) and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X of the Securities Exchange Commission. Certain information and footnote disclosures normally included in consolidated financial statements have been omitted pursuant to such rules and regulations. The consolidated balance sheet as of June 30, 2023 derived from the audited consolidated financial statements at that date, but does not include all the information and footnotes required by U.S. GAAP. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2023. The unaudited condensed consolidated financial statements as of March 31, 2024 and June 30, 2023 and three months ended March 31, 2024 and 2023, and for the nine months ended March 31, 2024 and period from August 18, 2022 (inception) to March 31, 2023, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial condition, results of operations and cash flows. The results of operations for the three months and nine months ended March 31, 2024 and from August 18, 2022 (inception) to March 31, 2023 are not necessarily indicative of the results to be expected for any other interim period or for the entire year. The accompanying unaudited condensed consolidated financial statements have been prepared on a consolidated basis and reflect the unaudited condensed consolidated financial statements of the Company and Protopia HK. All intercompany transactions and balances are eliminated on consolidation. |
Emerging growth company | Emerging growth company The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to optout is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of estimates and assumptions | Use of estimates and assumptions The preparation of 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 disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Foreign currency translation | Foreign currency translation The Company’s unaudited condensed consolidated financial statements are reported in United States dollars (“US$”), the Company’s presentation currency. The functional currency for the Company is US$ and the Company’s subsidiary in Hong Kong is Hong Kong dollars (“HK$”). The translation of the functional currencies of its subsidiary into U.S. dollars is performed for balance sheet accounts using the exchange rates in effect as of the balance sheet date and for revenues and expense accounts using a monthly average exchange rate prevailing during the respective period. The gains or losses resulting from such translation are reported as currency translation adjustments under accumulated other comprehensive loss as a separate component of equity. Monetary assets and liabilities of the Company and its subsidiary denominated in currencies other than the functional currency of the Company and subsidiary are translated into their respective functional currency at the rates of exchange prevailing on the balance sheet date. Transactions of the Company and its subsidiary in currencies other than the Company’s and the subsidiary’s functional currencies are translated into the respective functional currencies at the average monthly exchange rate prevailing during the period of the transaction. The gains or losses resulting from foreign currency transactions are included in the unaudited condensed consolidated statements of operations and comprehensive (loss) income. The exchange rates used to translate amounts in HK$ into US$ for the purposes of preparing the unaudited condensed consolidated financial statements were as follows: Schedule of exchange rates used to translate amounts March 31, June 30, 2024 2023 Balance sheet items, except for ordinary shares, additional paid-in capital and retained earnings, as of period end 1 7.8262 1 7.8369 For the From March 31, March 31, Amounts included in the statements of operations and cash flows for the period US$ 1 7.8210 US$ 1 7.8308 |
Financial instruments and concentration of credit risk | Financial instruments and concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account placed in a financial institution, through an escrow agent, with high investment grade ratings. As of March 31, 2023, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair value of financial instruments | Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 825, “Financial Instruments,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had US$ 9,953 |
Deferred offering costs | Deferred offering costs The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Pursuant to ASC 340-10-S99-1, IPO costs directly attributable to an offering of equity securities are deferred and would be charged against the gross proceeds of the offering as a reduction of additional paid-in capital. Deferred offering costs consist of professional and registration fees that are directly related to the Proposed Public Offering. Should the in-process equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the unaudited condensed consolidated statements of operations and comprehensive (loss) income. As of March 31, 2024 and June 30, 2023, the Company has incurred deferred offering costs of $ 129,301 |
Accrued expenses | Accrued expenses Accrued expenses primarily include accrued professional fees. |
Revenue and expense recognition | Revenue and expense recognition The Company follows ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company derives revenue principally from providing corporate advisory services. The Company enters into agreements with customers that create enforceable rights and obligations and for which it is probable that the Company will collect the consideration to which it will be entitled as services transfer to the customer. It is customary practice for the Company to have written agreements with its customers and revenue on oral or implied arrangements is generally not recognized. The Company recognizes revenue based on the consideration specified in the applicable agreement. Revenue from contracts with customers is recognized by: (1) identifying the contract (if any) with a customer; (2) identifying the performance obligations in the contract (if any); (3) determining the transaction price; (4) allocating the transaction price to each performance obligation in the contract (if any); and (5) recognizing revenue when each performance obligation is satisfied. Generally, revenue is recognized when the Company has negotiated the terms of the transaction, which includes determining either the overall price, or the price for each performance obligation in the form of a service, the service has been delivered to the customer, no obligation is outstanding regarding that service, and the Company is reasonably assured that funds have been or will be collected from the customer. Upfront fees are recognized over the estimated period that the related services are performed. Deferred revenues are recorded for fees received that have not yet been earned. The Company provides consultancy services towards small- and medium-sized non-U.S. businesses for initial public offering process. The Company has no outstanding contracts with any of its customers as of March 31, 2023. |
Income taxes | Income taxes The Company accounts for income taxes under the FASB Codification Topic 740-10-25 (“ASC 740-10-25”). Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under Statement 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period included the enactment date. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Protopia HK is incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income derived from its activities conducted in Hong Kong. The applicable tax rate is 16.5% in Hong Kong. From year of assessment of 2019/2020 onwards, Hong Kong profits tax rates are 8.25% on assessable profits up to US$255,552 (HK$2,000,000), and 16.5% on any part of assessable profits over US$255,552 (HK$2,000,000). |
Comprehensive (loss) income | Comprehensive (loss) income ASC Topic 220, “ Comprehensive Income |
Commitments and contingencies | Commitments and contingencies The Company follows ASC 450-20, “Loss Contingencies” |
Loss per share | Loss per share Basic loss per share is computed by dividing loss available to stockholders by the weighted average number of shares outstanding during the year. Diluted income per share is computed similar to basic income per share except that the denominator is increased to include the number of additional shares that would have been outstanding if the potential shares had been issued and if the additional shares were diluted. There were no |
Recently adopted accounting standards | Recently adopted accounting standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Schedule of exchange rates used to translate amounts | Schedule of exchange rates used to translate amounts March 31, June 30, 2024 2023 Balance sheet items, except for ordinary shares, additional paid-in capital and retained earnings, as of period end 1 7.8262 1 7.8369 For the From March 31, March 31, Amounts included in the statements of operations and cash flows for the period US$ 1 7.8210 US$ 1 7.8308 |
CASH (Tables)
CASH (Tables) | 9 Months Ended |
Mar. 31, 2024 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of cash | Schedule of cash As of As of March 31, June 30, Cash on hand $ 383 $ 383 Cash at bank account of an escrow agent 9,570 17,615 Total $ 9,953 $ 17,998 |
ORGANIZATION AND BUSINESS DES_2
ORGANIZATION AND BUSINESS DESCRIPTION (Details Narrative) - $ / shares | 9 Months Ended | |
Mar. 31, 2024 | Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Date of incorporation | Aug. 18, 2022 | |
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 |
Ordinary shares, par value | $ 0.00001 | $ 0.00001 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 7 Months Ended | 9 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Net loss | $ 15,244 | $ (5,817) | $ 19,730 | $ 49,375 |
Net cash used in operating activities | $ 19,730 | $ 50,952 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 |
UNITED STATES | |||
Balance sheet items, except for ordinary shares, additional paid-in capital and retained earnings, as of period end | 1 | 1 | |
Amounts included in the statements of operations and cash flows for the period | 1 | 1 | |
HONG KONG | |||
Balance sheet items, except for ordinary shares, additional paid-in capital and retained earnings, as of period end | 7.8262 | 7.8369 | |
Amounts included in the statements of operations and cash flows for the period | 7.8210 | 7.8308 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 7 Months Ended | 9 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2024 | Jun. 30, 2023 | |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 9,953 | ||
Deferred offering costs | $ 129,301 | $ 129,301 | |
Tax rate descriptions | The applicable tax rate is 16.5% in Hong Kong. From year of assessment of 2019/2020 onwards, Hong Kong profits tax rates are 8.25% on assessable profits up to US$255,552 (HK$2,000,000), and 16.5% on any part of assessable profits over US$255,552 (HK$2,000,000). | ||
Antidilutive securities excluded from computation of earnings per share | 0 | 0 |
PUBLIC OFFERING (Details Narrat
PUBLIC OFFERING (Details Narrative) | 9 Months Ended |
Mar. 31, 2024 shares | |
Public Offering | |
Number of shares sold | 1,000,000 |
CASH (Details)
CASH (Details) - USD ($) | Mar. 31, 2024 | Jun. 30, 2023 |
Cash and Cash Equivalents [Abstract] | ||
Cash on hand | $ 383 | $ 383 |
Cash at bank account of an escrow agent | 9,570 | 17,615 |
Total | $ 9,953 | $ 17,998 |
SHARE CAPITAL AND SHAREHOLDER_2
SHARE CAPITAL AND SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 7 Months Ended | 9 Months Ended | |||
Sep. 19, 2022 | Aug. 23, 2022 | Aug. 20, 2022 | Mar. 31, 2023 | Mar. 31, 2024 | Jun. 30, 2023 | |
Number of shares sold in transaction | 1,000,000 | |||||
Common stock, shares issued | 21,500,000 | 21,500,000 | ||||
Common stock, shares outstanding | 21,500,000 | 21,500,000 | ||||
President [Member] | ||||||
Number of stock purchase | 99,999 | |||||
Share price | $ 0.00001 | |||||
Number of shares sold in transaction | 100,000 | |||||
Number of valued received on transaction | $ 1 | |||||
Capital contributions | $ 42,907 | |||||
Other Founding Shareholders [Member] | ||||||
Share price | $ 0.00001 | |||||
Number of shares sold in transaction | 3,200,000 | |||||
Number of valued received on transaction | $ 32 | |||||
Sin Yi Cheng And 4 private Investors [Member] | ||||||
Share price | $ 0.007 | |||||
Number of shares sold in transaction | 18,150,000 | |||||
Number of valued received on transaction | $ 127,050 | |||||
Fifty Private Investors [Member] | ||||||
Share price | $ 0.007 | |||||
Number of shares sold in transaction | 50,000 | |||||
Number of valued received on transaction | $ 350 |
CONCENTRATION AND RISKS (Detail
CONCENTRATION AND RISKS (Details Narrative) | 9 Months Ended |
Mar. 31, 2024 | |
Risks and Uncertainties [Abstract] | |
Concentration risk | 100% |