UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
The Quarterly Period Ended
or
For the transition period from _______________ to _______________
Commission
File Number
(Formerly known as MU Global Holding Limited)
(Exact name of registrant issuer as specified in its charter)
| (State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s
phone number, including area code
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒ NO ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files).
YES ☐ ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large
Accelerated Filer ☐ Accelerated Filer ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The OTC Market – Pink Sheets |
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has fled all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes ☐
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Outstanding at January 31, 2025 | |
| Common Stock, $ par value |
TABLE OF CONTENTS
| 2 |
PART I FINANCIAL INFORMATION
ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
VANGUARD GREEN INVESTMENT LIMITED
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| F-1 |
VANGUARD GREEN INVESTMENT LIMITED
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF JANUARY 31, 2025 AND JULY 31, 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| As of | As of | |||||||
| January 31, 2025 | July 31, 2024 | |||||||
| Unaudited | Audited | |||||||
| ASSETS | ||||||||
| NON-CURRENT ASSET | ||||||||
| Property, plant and equipment | $ | $ | ||||||
| INTANGIBLE ASSET | ||||||||
| Patent and trademark | $ | $ | ||||||
| Total non-current assets | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Prepayment and deposit | ||||||||
| Total current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| NON-CURRENT LIABILITIES | ||||||||
| Loan from director | $ | $ | ||||||
| Loan from third party | ||||||||
| Total non-current liabilities | $ | $ | ||||||
| CURRENT LIABILITIES | ||||||||
| Other payables and accrued liabilities | $ | $ | ||||||
| Amount due to related parties | ||||||||
| Deposit from franchisees | ||||||||
| Loan from director | ||||||||
| Loan from third party | ||||||||
| Total current liabilities | ||||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| STOCKHOLDERS’ DEFICIT | ||||||||
| Preferred stock, $ par value, shares authorized, issued and outstanding | $ | $ | ||||||
| Common stock, $ par value, shares authorized, shares issued and outstanding as of January 31, 2025 and July 31, 2024 respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | $ | ||||||
See accompanying notes to condensed consolidated financial statements.
| F-2 |
VANGUARD GREEN INVESTMENT LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE THREE AND MONTHS ENDED JANUARY 31, 2025 and 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
Three Months Ended January 31 | Six Months Ended January 31 | |||||||||||||||
| 2025 | 2024 (Restated) | 2025 | 2024 (Restated) | |||||||||||||
| REVENUE | $ | $ | $ | $ | ||||||||||||
| COST OF REVENUE | ||||||||||||||||
| GROSS PROFIT | $ | $ | $ | $ | ||||||||||||
| OTHER INCOME | ||||||||||||||||
| SELLING AND MARKETING EXPENSES | ||||||||||||||||
| GENERAL AND ADMINISTRATIVE EXPENSES | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAX | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| INCOME TAX PROVISION | ||||||||||||||||
| NET LOSS FROM CONTINUING OPERATIONS | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| NET LOSS FROM DISCONTINUED OPERATIONS | ( | ) | ( | ) | ||||||||||||
| NET LOSS | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Other comprehensive loss: | ||||||||||||||||
| - Foreign currency translation loss | ( | ) | ( | ) | ||||||||||||
| TOTAL COMPREHENSIVE LOSS | $ | ( | ) | $ | ( | ) | $ | ( | ) | ( | ) | |||||
| Net loss per share- Basic and diluted | ) | ) | ) | ) | ||||||||||||
| Weighted average number of common shares outstanding - Basic and diluted | ||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
| F-3 |
VANGUARD GREEN INVESTMENT LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR SIX MONTHS ENDED JANUARY 31, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
| Six months ended January 31, 2025 | ||||||||||||||||||||||||
| Common Stock | Additional | Accumulated Other | ||||||||||||||||||||||
Number of Shares | Amount | Paid-In Capital | Comprehensive Income | Accumulated Deficit | Total Equity | |||||||||||||||||||
| Balance as of August 1, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of October 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of January 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Six months ended January 31, 2024 | ||||||||||||||||||||||||
| Common Stock | Additional | Accumulated Other | ||||||||||||||||||||||
Number of Shares | Amount | Paid-In Capital | Comprehensive Income | Accumulated Deficit | Total Equity | |||||||||||||||||||
| Balance as of August 1, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||
| Loss from discontinued operations | - | ( | ) | ( | ) | |||||||||||||||||||
| Foreign currency translation adjustment | - | |||||||||||||||||||||||
| Balance as of October 31, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||
| Loss from discontinued operations | - | ( | ) | ( | ) | |||||||||||||||||||
| Foreign currency translation adjustment | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of January 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
See accompanying notes to condensed consolidated financial statements.
| F-4 |
VANGUARD GREEN INVESTMENT LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JANUARY 31, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
| Six months ended January 31 | ||||||||
| 2025 | 2024 (Restated) | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss from continuing operations | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Impairment | ( | ) | ||||||
| Unrealized foreign exchange gain | ( | ) | ||||||
| Interest expense | ||||||||
| Gain on disposal of property, plant and equipment | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepayment and deposit | ||||||||
| Other payables and accrued liabilities | ( | ) | ( | ) | ||||
| Amount due from related party | ||||||||
| Net cash used in operating activities | $ | ( | ) | $ | ( | ) | ||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of patent and trademark | ( | ) | ||||||
| Proceed on disposal of property, plant and equipment | ||||||||
| Net cash generated from investing activities | $ | $ | ||||||
| CASH FLOWS FROM FINANCING ACTIVITY | ||||||||
| Loan from director | $ | $ | ||||||
| Net cash generated from financing activity | $ | $ | ||||||
| CASH FLOWS FROM DISCONTINUED OPERATIONS: | ||||||||
| Operating activities of discontinued operations | $ | $ | ( | ) | ||||
| Financing activities of discontinued operations | ||||||||
| Net cash used in discontinued operations | $ | $ | ( | ) | ||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ) | ||||||
| Net change in cash and cash equivalents | ( | ) | ( | ) | ||||
| Cash and cash equivalents, beginning of period | ||||||||
| CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | $ | ||||||
See accompanying notes to condensed consolidated financial statements.
| F-5 |
VANGUARD GREEN INVESTMENT LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JANUARY 31, 2025
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
1. DESCRIPTION OF BUSINESS AND ORGANIZATION
Vanguard Green Investment Limited is organized as a Nevada limited liability company, incorporated on June 4, 2018. For purposes of consolidated financial statement presentation, Vanguard Green Investment Limited and its subsidiaries are herein referred to as “the Company” or “we”. The Company business of which planned principal operations are to provide wellness and beauty services to customers via Company owned outlets, franchised outlets or distribution of our product to third party wellness and beauty salon.
On
June 29, 2018, the Company acquired
Full
disposition of MU Global Health Management (Shanghai) Limited was completed on July 30, 2024 for consideration of $
Details of the Company’s subsidiaries:
| Company name | Place and date of incorporation | Particulars of issued capital | Principal activities | ||||
| 1. | MU Worldwide Group Limited | ||||||
| 2. | MU Global Holding Limited |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying unaudited condensed consolidated financial statements as of and for the six months ended January 31, 2025, and 2024, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) that permit reduced disclosure for interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the period ended January 31, 2025, are not necessarily indicative of the results that may be expected for the year ending July 31, 2025. The Condensed Consolidated Balance Sheets information as of January 31, 2025, was derived from the Company’s audited Consolidated Financial Statements as of and for the year ended July 31, 2024, included in the Company’s Annual Report on Form 10-K filed with the SEC on November 12, 2024. These financial statements should be read in conjunction with that report.
Basis of consolidation
The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All inter-company accounts and transactions have been eliminated upon consolidation.
Use of estimates
Management uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheets, and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates.
| F-6 |
VANGUARD GREEN INVESTMENT LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JANUARY 31, 2025
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
Revenue recognition
The Company follows the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.
Cash and cash equivalents
Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational:
| Classification | Estimated useful life | |
| Leasable equipment | ||
| Office equipment |
Expenditures for maintenance and repairs are expensed as incurred. The gain or loss on the disposal of plant and equipment is the difference between the net sales proceeds and the carrying amount of the relevant assets and is recognized in the consolidated statements of operations and comprehensive loss.
| F-7 |
VANGUARD GREEN INVESTMENT LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JANUARY 31, 2025
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
Impairment of long-live assets
Long-lived assets primarily include trademark of the Company. In accordance with the provision of ASC Topic 360, Impairment or Disposal of Long-Lived Assets, the Company generally conducts its annual impairment evaluation to its long-lived assets, usually in the fourth quarter of each fiscal year, or more frequently if indicators of impairment exist, such as significant sustained change in the business climate. The recoverability of long-lived assets is measured at the lowest level group. If the total of the expected undiscounted future net cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying amount of the asset.
Leases
The Company recognizes lease payments for its short-term lease on a straight-line basis over the lease term in accordance with ASC 842.
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease.
In determining the present value of the unpaid lease payments, ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As most of the Company leases do not provide an implicit rate, the Company uses its incremental borrowing rate as the discount rate for the lease. The Company incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments.
Inventories
Inventories consisting of products available for sell, are stated at the lower of cost or market value. Cost of inventory is determined using the first-in, first-out (FIFO) method. Inventory reserve is recorded to write down the cost of inventory to the estimated market value due to slow-moving merchandise and damaged goods, which is dependent upon factors such as historical and forecasted consumer demand, and promotional environment. The Company takes ownership, risks and rewards of the products purchased. Write downs are recorded in cost of revenues in the Consolidated Statements of Operations and Comprehensive Loss.
Income taxes
Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC Topic 740”). Under this method, 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 basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
ASC
740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements
uncertain
The Company conducts major businesses in China and is subject to tax in this jurisdiction. As a result of its business activities, the Company will file tax returns that are subject to examination by the foreign tax authority.
| F-8 |
VANGUARD GREEN INVESTMENT LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JANUARY 31, 2025
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
Going concern
The accompanying financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
For
the period ended January 31, 2025, the Company incurred a net loss of $
These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result in the Company not being able to continue as a going concern.
The Company calculates net loss per share in accordance with ASC Topic 260 “Earnings Per Share”. Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.
Foreign currencies translation
Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the Consolidated Statements of Operations and Comprehensive loss.
The functional currency of the parent Company is United States dollar and the functional currency of the subsidiaries MU Worldwide Group Limited (Seychelles) and MU Global Holding Limited (Hong Kong) is United States dollar.
The reporting currency of the Company and its subsidiary is United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$.
In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive loss within the statements of stockholders’ equity.
Translation of amounts from RMB and HK$ into US$1 has been made at the following exchange rates for the respective periods:
| As of and for the six months ended January 31 | ||||||||
| 2025 | 2024 | |||||||
| Period-end RMB : US$1 exchange rate | ||||||||
| Period-average RMB : US$1 exchange rate | ||||||||
| Period-end HK$ : US$1 exchange rate | ||||||||
| Period-average HK$ : US$1 exchange rate | ||||||||
| Period-end TWD : US$1 exchange rate | ||||||||
| Period-average TWD : US$1 exchange rate | ||||||||
Related parties
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
| F-9 |
VANGUARD GREEN INVESTMENT LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JANUARY 31, 2025
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
Fair value of financial instruments:
The carrying value of the Company’s financial instruments: cash and cash equivalents, account receivables, amount due to a director, and accounts payable and approximate at their fair values because of the short-term nature of these financial instruments.
The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:
Level 1: Observable inputs such as quoted prices in active markets;
Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
Recent accounting pronouncements
The Company has reviewed all recently issued, but not yet effective, considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.
In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023 and interim periods in fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact this ASU may have on its unaudited condensed consolidated financial statements and related disclosures.
In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. The ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024.
Early adoption is permitted. The Company is currently evaluating the impact of this ASU may have on its unaudited condensed consolidated financial statements and related disclosures.
| F-10 |
VANGUARD GREEN INVESTMENT LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JANUARY 31, 2025
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
3. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment as of January 31, 2025 are summarized below:
| As of January 31, 2025 | As of July 31, 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| Office equipment | $ | $ | ||||||
| Leasable equipment | ||||||||
| Total | ||||||||
| Accumulated depreciation1 | $ | ( | ) | $ | ( | ) | ||
| Impairment | ( | ) | ( | ) | ||||
| Property, plant and equipment, net | $ | $ | ||||||
| 1 |
DISPOSAL OF PROPERTY, PLANT AND EQUIPMENT
| As of January 31, 2025 | As of July 31, 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| Proceed from disposal of property, plant and equipment | $ | $ | ||||||
| Disposal of equipment impaired at net book value | ( | ) | ||||||
| Total gain on disposal | $ | $ | ||||||
4. PATENT AND TRADEMARK
| As of | As of | |||||||
| January 31, 2025 | July 31, 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| Patent and trademark1 | $ | $ | ||||||
| Accumulated amortization | ( | ) | ( | ) | ||||
| Impairment | ( | ) | ( | ) | ||||
| Patent and trademark, net | $ | $ | ||||||
| 1 |
Amortization
were $
5. PREPAYMENT AND DEPOSIT
| As of January 31, 2025 | As of July 31, 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| Prepayment | $ | $ | ||||||
| Deposit | ||||||||
| Total prepayment and deposit | $ | $ | ||||||
| F-11 |
VANGUARD GREEN INVESTMENT LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JANUARY 31, 2025
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
6. OTHER PAYABLES AND ACCRUED LIABILITIES
| As of January 31, 2025 | As of July 31, 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| Other payables | $ | $ | ||||||
| Accrued audit fees | ||||||||
| Accrued professional fees | ||||||||
| Total other payables and accrued liabilities | $ | $ | ||||||
7. AMOUNT DUE TO RELATED PARTIES
As of January 31, 2025 | As of July 31, 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| Hsieh, Chang-Chung1 | $ | $ | ||||||
| Tien Mu International Co., Ltd2 | ||||||||
| $ | $ | |||||||
| 1 | |
| 2 |
The amount due to related parties are unsecured, interest-free with no fixed repayment term, for working capital purpose.
8. LOAN FROM THIRD PARTY
As of January 31, 2025 | As of July 31, 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| Shang Hai Shi Ba Enterprise Management Centre | ||||||||
| Current | $ | $ | ||||||
| Non-current | ||||||||
| Total loan from third party | $ | $ | ||||||
The loan is unsecured, interest-free and repayable in year 2024 and year 2025. The loan is further extended to repayment in year 2026 with a loan agreement entered on August 2, 2023.
9. LOAN FROM DIRECTOR
As of January 31, 2025 | As of July 31, 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| Current | $ | $ | ||||||
| Non-current | ||||||||
| Total loan from Director | $ | $ | ||||||
Current portion of the loan provided by director Niu Yen-Yen is unsecured, interest-free and repayable upon demand.
The long-term loan provided by director Niu Yen-Yen is unsecured, interest-free and repayable in year 2024, for working capital purpose. The long-term loan is further extended to repayment in year 2026 with a loan agreement entered on August 2, 2023.
| F-12 |
VANGUARD GREEN INVESTMENT LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JANUARY 31, 2025
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
10. INCOME TAXES
For the six months ended January 31, 2025 and January 31, 2024, the local (United States) and foreign components of income/(loss) before income taxes were comprised of the following:
| Six months ended January 31 | ||||||||
| 2025 | 2024 (Restated) | |||||||
| Tax jurisdictions from: | ||||||||
| Local | $ | ( | ) | $ | ( | ) | ||
| Foreign, representing | ||||||||
| - Seychelles | ||||||||
| - Hong Kong | ( | ) | ||||||
| - Shanghai | ||||||||
| Loss before income tax | $ | ( | ) | $ | ( | ) | ||
The provision for income taxes consisted of the following:
For the period ended January 31, 2025 | For the period ended January 31, 2024 | |||||||
| Current: | ||||||||
| - Local | $ | $ | ||||||
| - Foreign | ||||||||
| Deferred: | ||||||||
| - Local | ||||||||
| - Foreign | ||||||||
| Income tax expense | $ | $ | ||||||
The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company has subsidiaries that operate in various countries: United States Seychelles and Hong Kong that are subject to taxes in the jurisdictions in which they operate, as follows:
United States of America
The
Company is registered in the State of Nevada and is subject to the tax laws of the United States of America. As of January 31, 2025,
the operations in the United States of America incurred $
Seychelles
Under the current laws of the Seychelles, MU Worldwide Group Limited is registered as an international business company which governs by the International Business Companies Act of Seychelles and there is no income tax charged in Seychelles.
Hong Kong
MU
Global Holding Limited is subject to Hong Kong Profits Tax, which is charged at the statutory income tax rate of
Shanghai
MU
Global Health Management (Shanghai) Limited are operating in the People’s Republic of China (PRC) subject to the Corporate Income
Tax governed by the Income Tax Law of the PRC with a unified statutory income tax rate of
| F-13 |
VANGUARD GREEN INVESTMENT LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JANUARY 31, 2025
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
11. COMMON STOCK
On
June 4, 2018, our Chief Executive Officer, Ms. Niu Yen-Yen subscribed shares of restricted common stock of the Company at par
value of $ per share. The monies from this transaction, which totalled $
On
July 6, 2018, Ms. Niu Yen-Yen and Server Int’l Co., Ltd. subscribed and restricted shares of common stock,
respectively, of the Company, at par value of $ per share. The monies from these transactions, which totalled $
On
July 7, 2018, Chang Chun-Ying and Chang Su-Fen subscribed and restricted shares of common stock, respectively, of
the Company, at par value of $ per share. The monies from these transactions, which totalled $
On
July 9, 2018, GreenPro Asia Strategic SPC and GreenPro Venture Capital Limited, subscribed and restricted shares
of common stock of the Company, respectively, at par value of $ per share. The monies from these transactions, which totalled $
From
July 9, 2018 to July 10, 2018 the Company issued a total of shares of restricted common stock to three non-US residents. Shares
were sold at par value, $ per share. Total proceeds from these shares totalled $
On July 10, 2018, Server Int’l Co., Ltd, a Company solely controlled and owned by the CEO has transferred shares of common stock to 8 non-US residents.
On
July 11, 2018 the Company issued a total of shares of restricted common stock to two non-US residents at a price of $ per
share. Total proceeds from these sales of shares totalled $
On
July 25, 2018 the Company issued a total of shares of restricted common stock to ten non-US residents at a price of $ per
share. Total proceeds from these sales of shares totalled $
On
July 26, 2018 the Company issued shares of restricted common stock to one non-US resident at a price of $ per share. Total
proceeds from these sales of shares totalled $
On
July 31, 2018 Dezign Format Pte Ltd and Cheng Young-Chien each subscribed restricted shares of common stock of the Company,
at $ per share, for total consideration of $
From August 1, 2018 to December 13, 2018, Ms. Niu Yen-Yen, the CEO of the Company has transferred shares of common stock to 16 non-US residents.
On
May 7, 2019, the convertible promissory note issued by the Company amounted $
| F-14 |
VANGUARD GREEN INVESTMENT LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JANUARY 31, 2025
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
From May 14, 2019 to July 31, 2019, the company issued shares of common stock at a price of $ per share through the Initial Public Offering (IPO) to 36 non-US residents.
From August 1, 2020 to July 31, 2021, Ms. Niu Yen-Yen, the CEO of the Company, had shares of common stock transferred from 3 non-US residents and had sold shares of common stock to 20 non-US residents.
From August 1, 2021 to July 31, 2022, Ms. Niu Yen-Yen, the CEO of the Company, had shares of common stock transferred from 2 non-US residents and had sold shares of common stock to 3 non-US residents.
From August 1, 2022 to July 31, 2023, Ms. Niu Yen-Yen had sold shares of common stock to 5 non-US residents.
As of January 31, 2025, MU Global Holding Limited has an issued and outstanding common share of .
12. CONCENTRATIONS OF RISK
(a) Major customers
For the three months and six months period ended January 31, 2025 and 2024, there is no customer who accounted for 10% or more of the Company’s revenues and its trade receivable balance at period-end.
(b) Major vendors
For the three months and six months period ended January 31, 2025 and 2024, there is no vendor who accounted for 10% or more of the Company’s purchases and its trade payable balance at period-end.
(c) Exchange rate risk
The operation of the Company’s subsidiaries in international markets results in exposure to movements in currency exchange rates. We have experienced foreign currency gains and losses due to the strengthening and weakening of the U.S. dollar. The potential of volatile foreign exchange rate fluctuations in the future could have a significant effect on our results of operations. The Company has not historically used financial instruments to hedge its foreign currency exchange rate risks.
The currencies that create a majority of the Company’s exchange rate exposure are RMB, HK$, and TWD. The Company translates all assets and liabilities at the rate of exchange in effect at the balance sheet date and income and expense activity at the approximate rate of exchange at the transaction date.
13. RELATED PARTY TRANSACTIONS
For the period ended January 31, 2025 the Company has following transactions with related parties:
For the period ended January 31, 2025 | For the year ended July 31, 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| Professional fee: | ||||||||
| - Related party A | $ | $ | ||||||
| Total | $ | $ | ||||||
Related party A is the fellow subsidiaries of a corporate shareholder of the Company.
For
the period ended January 31, 2025, the Company incurred professional fees of $
| F-15 |
VANGUARD GREEN INVESTMENT LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JANUARY 31, 2025
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
14. SEGMENT INFORMATION
ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes.
The Company had no inter-segment sales for the years presented. Summarized financial information concerning the Company’s reportable segments is shown as below:
By Geography:
| For the period ended January 31, 2025 | ||||||||||||||||
| Nevada | Seychelles | Hong Kong | Total | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of revenue | ||||||||||||||||
| Other income | ||||||||||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ||||||||||
| Net loss before taxation | ( | ) | ( | ) | ( | ) | ||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||
| For the period ended January 31, 2024 (Restated) | ||||||||||||||||||||
| Nevada | Seychelles | Hong Kong | China | Total | ||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | |||||||||||||||
| Cost of revenue | ||||||||||||||||||||
| Other income | ||||||||||||||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Net (loss)/income before taxation | ( | ) | ( | ) | ||||||||||||||||
| Total assets | $ | $ | $ | $ | $ | |||||||||||||||
15. SUBSEQUENT EVENTS
In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all subsequent events through the filing date of this Form 10-K with the SEC, to ensure that this filing includes appropriate disclosure of events both recognized in the financial statements as of January 31, 2025, and events which occurred subsequently but were not recognized in the financial statements. During the period, there was no subsequent event that required recognition or disclosure.
| F-16 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information contained in this Form 10-Q is intended to update the information contained in our Annual Report on Form 10-K for the year ended July 31, 2024 filed with the Securities and Exchange Commission on November 12, 2024 (the “Form 10-K”) and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our financial statements and the notes to the financial statements included elsewhere in this Form 10-Q.
Certain statements in this Report constitute forward-looking statements. These forward-looking statements include statements, which involve risks and uncertainties, regarding, among other things, (a) our projected sales, profitability, and cash flows, (b) our growth strategy, (c) anticipated trends in our industry, (d) our future financing plans, and (e) our anticipated needs for, and use of, working capital. They are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,” “estimate,” “plan,” “potential,” “project,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” or the negative of these words or other variations on these words or comparable terminology. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. You should not place undue reliance on these forward-looking statements.
The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events.
Company Overview
Vanguard Green Investment Limited, the US Company, operates through its wholly owned subsidiary, MU Worldwide Group Limited, a Seychelles Company; which operates through its wholly owned subsidiary, MU Global Holding Limited, a Hong Kong Company. The US and Seychelles Companies act solely for holding purposes whereas the purpose of the Hong Kong Company is to function as the current regional hub of the Company.
All of the previous entities share the same exact business plan with the goal of developing and providing wellness and beauty services to our future clients. We aim to promote improved overall health and beauty in our clients through a holistic detoxification method. We will, at least initially, primarily focus our efforts on attracting customers in China. We have intentions, but no definitive plans or timelines, to expand to Singapore, Malaysia, Hong Kong, and Middle Eastern countries in the coming years, and subsequently we intend to make efforts to expand throughout Asia. We anticipate spending a substantial amount in marketing and advertising in the coming year.
Results of Operation
For the six months ended January 31, 2025 and 2024
Revenue
For the six months ended January 31, 2025 and 2024, the Company did not generate revenue.
Cost of Revenue
For the six months ended January 31, 2025 and 2024, the Company did not incur cost of revenue.
Selling and marketing expenses
For the six months ended January 31, 2025 and 2024, the Company did not incur marketing expenses.
| 3 |
General and administrative expenses
For the six months ended January 31, 2025 and 2024, the Company had incurred general and administrative expenses in the amount of $29,148 and $23,785 respectively. These expenses are comprised of professional fees, consultancy fee for IT and system management, office expenses.
Other Income
The Company recorded an amount of $43 and $3,013 as other income for the six months ended January 31, 2025 and 2024. This income is derived from the interest income, foreign exchange gain, gain on disposal of property, plant and equipment.
Net Loss
Our net loss for six months ended January 31, 2025 and 2024 were $29,105 and $20,772. The net loss mainly derived from the general and administrative expenses incurred.
Liquidity and Capital Resources
As of January 31, 2025 and 2024, we had cash and cash equivalents of $200 and $556 respectively. We expect increased levels of operations going forward will result in more significant cash flow and in turn working.
We depend substantially on financing activities to provide us with the liquidity and capital resources we need to meet our working capital requirements and to make capital investments in connection with ongoing operations. During the period ended January 31, 2025, the Company had met these requirements primarily from the financial support from director and third party company.
Cash Used in Operating Activities
For the six months ended January 31, 2025, net cash used in operating activities was $35,774 as compared to net cash used in operating activities of $33,421 for the six months ended January 31, 2024. The cash used in operating activities was mainly for payment of general and administrative expenses.
Cash Generated from Financing Activity
For the six months ended January 31, 2025 and 2024, net cash generated from financing activity was $23,922 and $27,634 respectively. The financing cash flow performance primarily reflects loan from director.
Cash Generated from Investing Activities
For the six months ended January 31, 2025 and 2024, net cash generated from investing activities was $0 and $4,063 respectively. The investing cash flow performance primarily reflects the purchase trademark and disposal of property, plant and equipment.
Credit Facilities
We do not have any credit facilities or other access to bank credit.
Off-balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of January 31, 2025.
| 4 |
Recent Accounting Pronouncements
The Company has reviewed all recently issued, but not yet effective, considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.
In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023 and interim periods in fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact this ASU may have on its unaudited condensed consolidated financial statements and related disclosures.
In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. The ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024.
Early adoption is permitted. The Company is currently evaluating the impact of this ASU may have on its unaudited condensed consolidated financial statements and related disclosures.
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
ITEM 4 CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures:
We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of January 31, 2025. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of January 31, 2025, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of January 31, 2025, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.
Changes in Internal Control over Financial Reporting:
There were no changes in our internal control over financial reporting during the quarter ended January 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 5 |
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
We know of no materials, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest adverse to us.
Item 1A. Risk Factors.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information.
None
ITEM 6. Exhibits
| Exhibit No. | Description | |
| 31.1 | Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer* | |
| 32.1 | Section 1350 Certification of principal executive officer * | |
| 101.INS | Inline XBRL Instance Document* | |
| 101.SCH | Inline XBRL Schema Document* | |
| 101.CAL | Inline XBRL Calculation Linkbase Document* | |
| 101.DEF | Inline XBRL Definition Linkbase Document* | |
| 101.LAB | Inline XBRL Label Linkbase Document* | |
| 101.PRE | Inline XBRL Presentation Linkbase Document* | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
| 6 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Vanguard Green Investment Limited | ||
| (Name of Registrant) | ||
| Date: March 11, 2025 | By: | /s/ NIU YEN YEN |
| Title: | Chief Executive Officer, Chief Financial Officer, President, Director, Secretary and Treasurer | |
| (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer) | ||
| 7 |