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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For The Quarterly Period Ended June 30, 2023

 

or

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ____________ to ____________

 

Commission File Number 333-235700

 

SYNERGY EMPIRE LIMITED

(Exact name of registrant issuer as specified in its charter)

 

Nevada   38-4096727

(State or other jurisdiction

of incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

No.19 Jalan 12/118B, Desa Tun Razak, 56100, Kuala Lumpur, Malaysia.

 

Address of principal executive offices, including zip code

 

+(60)3 - 9171 2828

 

Registrant’s phone number, including area code

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name on each exchange on which registered
N/A   N/A   N/A

 

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.

 

Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

 

Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer Accelerated Filer Non-accelerated Filer Smaller reporting company
      Emerging growth company

 

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 Rule12b-2 of the Exchange Act).

 

Yes ☐ No

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

 

Indicate by check mark whether the registrant has filed 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.

 

N/A

 

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 August 14, 2023
Common Stock, $0.0001 par value   1,000,000

 

 

 

 

 

 

TABLE OF CONTENTS

 

    Page
PART I FINANCIAL INFORMATION  
     
ITEM 1. FINANCIAL STATEMENTS: F-1
  Condensed Consolidated Balance Sheets as of June 30, 2023 (unaudited) and March 31, 2023 (audited) F-1
  Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended June 30, 2023 and 2022 (unaudited) F-2
  Condensed Consolidated Statements of Shareholders’ Equity for the Three Months Ended June 30, 2023 and 2022 (unaudited) F-3
  Condensed Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2023 and 2022 (unaudited) F-4
  Notes to the Unaudited Condensed Consolidated Financial Statements F-5
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 3
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 6
ITEM 4. CONTROLS AND PROCEDURES 6
     
PART II OTHER INFORMATION  
     
ITEM 1 LEGAL PROCEEDINGS 7
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 7
ITEM 3 DEFAULTS UPON SENIOR SECURITIES 7
ITEM 4 MINE SAFETY DISCLOSURES 7
ITEM 5 OTHER INFORMATION 7
ITEM 6 EXHIBITS 7
SIGNATURES 8

 

2

 

 

PART I — FINANCIAL INFORMATION

 

Item 1. Financial statements

 

SYNERGY EMPIRE LIMITED.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2023 and MARCH 31, 2023

(Currency expressed in United States Dollars (“US$”), except for number of share)

 

   As of
June 30,
2023
   As of
March 31,
2023
 
    (Unaudited)    (Audited) 
ASSETS          
CURRENT ASSETS          
Cash and cash equivalents  $3,680   $9,868 
Accounts receivable, net   

-

    - 
Prepaid expenses and deposits   9,193    15,681 
TOTAL CURRENT ASSETS  $12,873   $25,549 
           
NON-CURRENT ASSETS          
Plant and equipment, net   60,756    66,184 
Intangible asset, net   1,101    1,199 
TOTAL ASSETS  $74,730   $92,932 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
CURRENT LIABILITIES          
Accounts payable  $5,617   $5,928 
Accrued expenses and other payables   58,507    70,885 
Bank borrowing   3,480    7,954 
Amount due to a director   1,290,909    1,325,308 
TOTAL CURRENT LIABILITIES  $1,358,513   $1,410,075 
TOTAL LIABILITIES  $1,358,513   $1,410,075 
           
STOCKHOLDERS’ EQUITY          
Preferred stock – Par value $0.0001; Authorized: 500,000 None issued and outstanding   -    - 
Common stock – Par value $0.0001; Authorized: 5,000,000 Issued and outstanding: 1,000,000 shares as of June 30 and March 31, 2023   100    100 
Additional paid-in capital   784,083    784,083 
Accumulated other comprehensive income/(loss)   113,054    32,881 
Accumulated deficit   (2,181,020)   (2,134,207)
TOTAL STOCKHOLDERS’ DEFICIT  $(1,283,783)  $(1,317,143)
           
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY  $74,730   $92,932 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

F-1

 

 

SYNERGY EMPIRE LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

FOR THE THREE MONTHS ENDED JUNE 30, 2023 AND 2022

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

   2023   2022 
   For the Three Months Ended,
June 30
 
   2023   2022 
   (Unaudited)   (Unaudited) 
         
REVENUE  $7,859   $44,909 
           
COST AND EXPENSES:          
Cost of revenue   -    (20,963)
General and administrative expenses   (54,549)   (167,029)
Total operating costs and expenses   (54,549)   (187,992)
Loss from operations   (46,690)   (143,083)
           
Finance cost   (123)   (514)
           
Loss before income tax   (46,813)   (143,597)
           
Income tax expense   -    - 
           
Net loss   (46,813)   (143,597)
           
Foreign currency translation gain   80,173    53,377 
           
Total comprehensive income  $33,360   $(90,220)
           
Net loss per share, basic and diluted  $(0.05)  $(0.14)
Weighted average number of common shares outstanding, basic and diluted   1,000,000    1,000,000 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

F-2

 

 

SYNERGY EMPIRE LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED JUNE 30, 2023 AND 2022

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

   NUMBER
OF
Shares
   Amount   Additional
Paid-in
Capital
   Accumulated
(DEFICIT)/
PROFIT
   Accumulated
comprehensive
loss
   Total
STOCKHOLDERS
EQUITY
 
   Common Stock                 
   NUMBER
OF
Shares
   Amount   Additional
Paid-in
Capital
   Accumulated
(DEFICIT)/
PROFIT
   Accumulated
comprehensive
loss
   Total
STOCKHOLDERS
EQUITY
 
Balance as of April 1, 2023   1,000,000   $100   $784,083   $(2,134,207)  $32,881   $(1,317,143)
Net loss for the period   -    -    -    (46,813)   -    (46,813)
Foreign currency translation   -    -    -    -    80,173    80,173 
Balance as of June 30, 2023   1,000,000   $100   $784,083   $(2,181,020)  $113,054   $(1,283,783)

 

   Common Stock                 
   NUMBER
OF
Shares
   Amount   Additional
Paid-in
Capital
   Accumulated
(DEFICIT)/
PROFIT
   Accumulated
comprehensive
loss
   Total
STOCKHOLDERS
EQUITY
 
Balance as of April 1, 2022    1,000,000   $100   $784,083   $(1,599,531)  $(20,271)  $(835,619)
Net loss for the period    -    -    -    (143,597)   -    (143,597)
Foreign currency translation    -    -    -    -    53,377    53,377 
Balance as of June 30, 2022    1,000,000   $100   $784,083   $(1,743,128)  $33,106   $(925,839)

 

See accompanying notes to consolidated financial statements

 

F-3

 

 

SYNERGY EMPIRE LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THREE MONTHS ENDED JUNE 30, 2023 AND 2022

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

   2023   2022 
   For the Three Months Ended,
June 30
 
   2023   2022 
   (Unaudited)   (Unaudited) 
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net loss  $(46,813)  $(143,597)
Adjustments to reconcile net loss to net cash used in operating activities          
Depreciation and amortization expenses   2,027    31,882 
Write off of other receivables   -    699 
Changes in operating assets and liabilities:          
Increase in accounts receivable   -    (740)
Increase in inventories   -    (3,664)
Decrease/(Increase) in prepaid expenses and deposit   6,370    (642)
Decrease in accounts payable   -    (57)
Decrease in accrued liabilities and other payables   (9,893)   (15,365)
Change in operating lease liability   -    (15,413)
Net cash flows used in operating activities  $(48,309)  $(146,897)
           
CASH FLOWS FROM INVESTING ACTIVITY:          
Purchase of plant and equipment   -    (10,209)
Net cash flows used in investing activity  $-   $(10,209)
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Advance from directors   15,050    126,075 
Principal repayments of bank loan   (4,134)   (3,938)
Net cash flows provided by financing activities  $10,916   $122,137 
           
Effect of exchange rate changes  $31,205   $26,602 
           
Net changes in cash and cash equivalents   (6,188)   (8,367)
Cash and cash equivalents, beginning of year   9,868    18,561 
           
CASH AND CASH EQUIVALENTS, END OF YEAR  $3,680   $10,194 
           
SUPPLEMENTAL CASH FLOWS INFORMATION          
           
Income taxes paid  $-   $- 
Interest paid  $123   $514 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

F-4

 

 

SYNERGY EMPIRE LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JUNE 30, 2023 AND 2022

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

1. ORGANIZATION AND BUSINESS BACKGROUND

 

Synergy Empire Limited (“the Company”) was incorporated under the laws of the State of Nevada on October 17, 2018. We have historically conducted our business through Lucky Star F&B Sdn. Bhd. and SH Dessert Sdn. Bhd, both are private limited liability company, incorporated in Malaysia.

 

On January 16, 2019, the Company acquired 100% of the equity interests of Synergy Empire Holding Limited, a company incorporated in Republic of the Marshall Islands (“Synergy Empire Marshall”).

 

On December 31, 2018, Synergy Empire Marshall acquired 100% of Synergy Empire Limited, a limited liability company incorporated in Hong Kong (“Synergy Empire HK”).

 

On February 21, 2019, Synergy Empire HK acquired 100% of the equity interests of Lucky Star F&B Sdn. Bhd., a limited liability company incorporated in Malaysia (“Lucky Star”).

 

Lucky Star acquired 100% of the equity interests of SH Dessert Sdn. Bhd., a limited liability company incorporated in Malaysia (“SH Dessert”) by Lucky Star on February 19, 2016.

 

On February 26, 2021, Synergy Empire Marshall acquired 100% of Lucky Star F&B Sdn. Bhd from Synergy Empire HK. Subsequently on March 31, 2021, Mr. Leong Will Liam acquired 100% of Synergy Empire HK, as such Synergy Empire HK is no longer a subsidiary of the Company.

 

Mr. Leong Will Liam is the common director and major shareholder of the Company, Synergy Empire Marshall and Synergy Empire HK.

 

On July 29, 2022, the Company approved the resignation of Mr. Leong Will Liam concurrently with the appointment of Mr. Vicknesya Naayaker A/L Punosamy as the director of Lucky Star F&B Sdn. Bhd.

 

On July 29, 2022, the Company approved the resignation of Mr. Leong Will Liam concurrently with the appointment of Mr. Praveen A/L Ravichandran as the director of SH Dessert Sdn. Bhd.

 

The Company, through its wholly owned subsidiaries, produce and distribute high quality dessert through Lucky Star and operate two restaurants through SH Dessert. Details of the Company’s subsidiaries:

 

No.  Company Name  Domicile and Date of
Incorporation
  Particulars of Issued
Capital
  Principal Activities
1  Synergy Empire Holding Limited  Marshall Islands, October 22, 2018  1 Share of Ordinary Share, US$1 each  Investment Holding
             
2  Lucky Star F&B Sdn. Bhd.  Malaysia, February 9, 2010  100,000 Share of Ordinary Share, MYR1 each  Food and Beverage Assets Leasing
             
3  SH Dessert Sdn. Bhd.  Malaysia, February 19, 2016  100 Share of Ordinary Share, MYR1 each  Food and Beverage Assets Leasing

 

On October 31, 2022, the Company terminated all the tenancy agreements before the due date of the agreements.

 

On November 30, 2022, the Company has entered into a lease agreement with a third party, Sweet Bakery & Dessert Café Sdn Bhd to lease their assets to the third party. The leasing period is commencing from January 1, 2023 to December 31, 2023. The Company did not cease its business operation nor sell the operating assets. The Company is looking for a new strategic location to continue their business while leasing out their assets to the third party.

 

F-5

 

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

These accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

 

The accompanying financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany transactions and balances were eliminated in consolidation.

 

Below is the organization chart of the Group.

 

 

Use of Estimates

 

In preparing these financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the years reported. Actual results may differ from these estimates.

 

Cash and Cash Equivalents

 

The Company considers short-term, highly liquid investments with an original maturity of 90 days or less to be cash equivalents.

 

Our deposit in Malaysia is currently deposit in Public Bank Berhad and Standard Chartered Bank (Malaysia) Berhad, and there is a Perbadanan Insurans Deposit Malaysia protects our eligible deposits held with bank in Malaysia which is members of the Scheme. The scheme will pay a compensation up to a limit of Malaysia Ringgit (“MYR”) 250,000 per deposit per member bank, which is equivalent to $53,557, if the aforementioned banks fail.

 

Plant and Equipment

 

Plant and equipment are stated at cost, with depreciation provided using the straight-line method over the following periods:

 

Asset Categories  Depreciation Periods
Office and kitchen equipment  10 years
Motor vehicle  5 years

 

Intangible Asset

 

Intangible assets are stated at cost, with amortization provided using the straight-line method over the following periods:

 

Asset Categories   Amortization Periods
Trademark   10 years

 

F-6

 

 

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 revenue in the consolidated statements of operations and comprehensive income (loss).

 

Revenue recognition

 

Revenue is generated through sale of goods and delivery services. Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods and services. The Company applies the following five-step model in order to determine this amount:

 

(i)identification of the promised goods and services in the contract;

 

(ii) determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the contract;

 

(iii) measurement of the transaction price, including the constraint on variable consideration;

 

(iv) allocation of the transaction price to the performance obligations; and

 

(v) recognition of revenue when (or as) the Company satisfies each performance obligation.

 

The Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under Topic 606, the Company records revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable. The Company records revenue from the sale of product upon shipment or delivery of the products to the customer. The Company doesn’t allow return of the products purchased or refund unless the food delivered is spoilt.

 

Cost of revenue

 

Cost of revenue includes the purchase cost of raw material for manufacturing and distribute to customers and packing materials. It includes purchasing and receiving costs, internal transfer costs, other costs of distribution network, opening and closing inventory net off discount received and return outwards in cost of revenue.

 

Income tax expense

 

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 years 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 disclosed in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

 

The Company conducts major businesses in Malaysia and is subject to tax in their own jurisdictions. As a result of its business activities, the Company will file separate tax returns that are subject to examination by the foreign tax authorities.

 

F-7

 

 

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 statement of operations and comprehensive income (loss).

 

The functional currency of the Company is the United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$. In addition, the Company’s subsidiary maintains its books and record in Malaysian Ringgits (“MYR”) and United States Dollars (“US$”), which is the respective functional currency as being the primary currency of the economic environment in which the entity operates.

 

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 income.

 

Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates for the respective periods:

 

   For the three months ended
June 30
 
   2023   2022 
Period-end MYR : US$1 exchange rate   4.67    4.41 
Period-average MYR : US$1 exchange rate   4.58    4.38 

 

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.

 

Fair value of financial instruments

 

The carrying value of the Company’s financial instruments: cash and cash equivalents, account receivable, deposits and other receivables, account payable and accrued expenses and other payable 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.

 

As of June 30, 2023 and 2022, the Company did not have any nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements, at least annually, on a recurring basis, nor did the Company have any assets or liabilities measured at fair value on a non-recurring basis.

 

Net Income/(Loss) per Share

 

The Company calculates net income/(loss) per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income/(loss) per share is computed by dividing the net income/(loss) by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic income/(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.

 

F-8

 

 

Lease

 

The Company adopted the ASU No. 2016-02, on April 1, 2019 (date of inception). The Company leases central kitchen and restaurants for fixed periods pre-emptive extension options. The Company recognizes lease payments for its short-term lease on a straight-line basis over the lease term.

 

As of June 30, 2023, the Company have no operating lease of which lease liability is initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. 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.

 

Accounts Receivable

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable. The Company extends credit to its customers in the normal course of business and generally does not require collateral. The Company’s credit terms are dependent upon the segment, and the customer. The Company assesses the probability of collection from each customer at the outset of the arrangement based on a number of factors, including the customer’s payment history and its current creditworthiness. If in management’s judgment collection is not probable, the Company does not record revenue until the uncertainty is removed.

 

Management performs ongoing credit evaluations, and the Company maintains an allowance for potential credit losses based upon its loss history and its aging analysis. The allowance for doubtful accounts is the Company’s best estimate of the amount of credit losses in existing accounts receivable. Management reviews the allowance for doubtful accounts each reporting period based on a detailed analysis of trade receivables. In the analysis, management primarily considers the age of the customer’s receivable, and also considers the creditworthiness of the customer, the economic conditions of the customer’s industry, general economic conditions and trends, and the business relationship and history with its customers, among other factors. If any of these factors change, the Company may also change its original estimates, which could impact the level of the Company’s future allowance for doubtful accounts. If judgments regarding the collectability of receivables were incorrect, adjustments to the allowance may be required, which would reduce profitability.

 

Accounts receivable are recognized and carried at the original invoice amount less an allowance for any uncollectible amounts. An estimate for doubtful accounts receivable is made when collection of the full amount is no longer probable. Bad debts are written off as identified. For the quarter ended June 30, 2023, the Company makes an allowance for expected credit loss of $7,859.

 

Recently Issued Accounting Standards

 

In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. In November 2019, the FASB issued ASU 2019-10 highlighted the adoption timeline. For smaller reporting entities, Topic 326 is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years, of which is effective for the Company on April 1, 2023. An analysis of receivables, including credit losses, was conducted during the first quarter of fiscal 2023. The Company does not anticipate that the adoption of the new guidance will have a material impact on our consolidated financial statements.

 

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

 

3. GOING CONCERN UNCERTAINTIES

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The company having accumulated deficit of $2,181,020 and $2,134,207 as of June 30, 2023 and March 31, 2023 respectively.

 

For the three months ended June 30, 2023 and 2022, the Company suffered from a net loss of $46,813 and $143,597 respectively.

 

Furthermore, the Company recorded a negative working capital of $1,345,640 and $1,384,526 as of June 30, 2023 and March 31, 2023 respectively.

 

The Company’s cash position is not sufficient to support the Company’s daily operations. While the Company believes in the viability of its strategy and in its ability to raise additional funds, there can be no assurances to that effect. The Company’s ability to continue as a going concern is dependent upon its ability to improve profitability and the ability to acquire financial support from its shareholder.

 

These and other factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that financial statements are issued. 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.

 

4. ACCOUNTS RECEIVABLE, NET

SCHEDULE OF ACCOUNTS RECEIVABLE NET

  

As of

June 30, 2023

  

As of

March 31, 2023

 
Accounts receivable, gross  $7,859   $- 
Allowance for expected credit loss   (7,859)            - 
Accounts receivable, net  $-   $- 

 

5. PREPAID EXPENSES AND DEPOSITS 

SCHEDULE OF PREPAID EXPENSES AND DEPOSITS 

   As of
June 30, 2023
   As of
March 31, 2023
 
Prepaid expenses   8,750    12,500 
Other receivables   443    3,181 
Total  $9,193   $15,681 

 

Prepaid expenses represent OTCQB annual fee.

 

Other receivables consist of overpayment to supplier.

 

F-9

 

 

6. PLANT AND EQUIPMENT

 

   As of
June 30, 2023
   As of March
31, 2023
 
Office equipment   37,223    39,285 
Kitchen equipment   40,953    43,222 
Motor vehicle   10,497    11,078 
Total plant and equipment  $88,673   $93,585 
Less: Accumulated depreciation   (27,917)   (27,401)
Total plant and equipment  $60,756   $66,184 

 

For the three months ended June 30, 2023, the Company does not invest in plant and equipment.

 

For the three months ended June 30, 2022, the Company has invested $10,076 in kitchen equipment and $134 in office equipment respectively.

 

Depreciation expenses for the three months ended June 30, 2023 and 2022 amounted to $1,992 and $16,157 respectively.

 

7. ACCRUED EXPENSES AND OTHER PAYABLES

 

   As of
June 30, 2023
   As of
March 31, 2023
 
Accrued expenses  $24,685   $31,322 
Other payables   33,394    39,111 
Deposit received   428    452 
Total  $58,507   $70,885 

 

Accrued expenses consist of accrued salary and professional fee.

 

Other payable consist of payables to suppliers and sales and service tax payable.

 

Deposit received consist of deposit from lease agreement.

 

8. AMOUNT DUE TO A DIRECTOR

 

As of March 31, 2023, the Company has an outstanding loan payable to Mr. Leong Will Liam amounted $1,325,308, of which including an amount due to Synergy Empire HK, amounted $24,822. For the three months ended June 30, 2023, Mr. Leong Will Liam has further advanced $15,050 to the Company for working capital purpose.

 

Both aforementioned loans are unsecured, non-interest bearing and payable on demand.

 

Amount due to director, Mr. Leong Will Liam    
Balance as of March 31, 2023  $1,300,486 
Loan from Director   15,050 
Foreign currency translation   (49,449)
Balance as of June 30, 2023  $1,266,087 
Balance as of June 30, 2023 – Amount due to Synergy Empire HK   24,822 
Balance as of June 30, 2023 – Total amount due to director  $1,290,909 

 

F-10

 

 

9. BANK BORROWING

 

On January 25, 2017, Lucky Star F&B Sdn. Bhd., a wholly owned subsidiary of the Company has acquired a business loan from Standard Chartered Saadiq Berhad, a bank incorporated in Malaysia, amounted to MYR342,834 (approximately $83,972) at annual interest of 6.00% accrued in arrear, for a repayment period of 72 months with interest bearing monthly installment of MYR6,473 (approximately $1,585) which is the sole bank borrowing by the Company.

 

The outstanding balance of business loan as of June 30 and March 31, 2023 can be summarized as follow:

 

   As of
June 30, 2022
   As of
March 31, 2023
 
Bank borrowing (Current portion)  $3,480   $7,954 
Bank borrowing (Non-current portion)   -    - 
Total  $3,480   $7,954 

 

On April 1, 2020, Standard Chartered Saadiq Berhad announced to provide loan deferment to borrower for a period 6 months in supporting of Malaysia National Bank to ease financial pressure as a result of movement control order promulgated by Malaysia Government to contain the outbreak of COVID- 19. Pursuant to the announcement, no instalment is required, and no penalty will be imposed during the 6 months period however additional non-compounding interest will continue to accrue. As such, the Company has incurred additional interest of $2,141 interest expenses. The last repayment is expected on August 2023.

 

For the three months ended June 30, 2023, the Company repaid $4,134 in bank borrowings.

 

For the three months ended June 30, 2022, the Company repaid $3,938 in bank borrowings.

 

Maturities of the loan for each of the three years and thereafter are as follows:

 

Year ending March 31     
      
2023   $3,480 
Total   $3,480 

 

F-11

 

 

10. CONCENTRATION OF RISK

 

(a) Major Customers

 

For the three months ended June 30, 2023, there was one customer who accounted for 100% of the Company’s revenues with significant outstanding receivables.

 

For the three months ended June 30, 2022, there was no customer who accounted for 10% or more of the Company’s revenues nor with significant outstanding receivables.

 

(b) Major Suppliers

 

For the three months ended June 30, 2023 and 2022, there was no supplier who accounted for 10% or more of the Company’s purchases nor with significant outstanding payables.

 

11. INCOME TAXES

 

The loss before income taxes of the Company for the three months ended June 30, 2023 and 2022 were comprised of the following:

 

   For the three months ended
June 30
 
   2023   2022 
Tax jurisdictions from:          
– Local  $(43,854)  $(40,188)
           
– Foreign, representing:          
Marshall Islands (non-taxable jurisdiction)   -    - 
Hong Kong   -    - 
Malaysia   (2,959)   (103,409)
Loss before income taxes  $(46,813)  $(143,597)

 

F-12

 

 

Provision for income taxes consisted of the following:

 

    For the three months ended
June 30
 
    2023    2022 
Current:          
– Local  $-   $- 
– Foreign:          
Marshall Islands (non-taxable jurisdiction)   -    - 
Malaysia   -    - 
           
Deferred:          
– Local   -    - 
– Foreign   -    - 
   $-   $- 

 

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. During the periods presented, the Company has a number of subsidiaries that operates in different countries and is subject to tax in the jurisdictions in which its subsidiaries operate, as follows:

 

United States of America

 

The Tax Act reduces the U.S. statutory corporate tax rate from 35% to 21% for our tax years beginning in 2018. The Company is registered in the State of Nevada and is subject to United States of America tax law. As of June 30, 2023, the operations in the United States of America incurred $331,658 of cumulative net operating losses (NOL’s) which can be carried forward to offset future taxable income. The NOL carry forwards begin to expire in 2043, if unutilized. The Company has provided for a full valuation allowance of approximately $69,648 against the deferred tax assets on the expected future tax benefits from the net operating loss carry forwards as the management believes it is more likely than not that these assets will not be realized in the future.

 

Malaysia

 

Lucky Star F&B Sdn. Bhd. and SH Desserts Sdn. Bhd. are subject to the Malaysia Corporate Tax Laws at a two-tier corporate income tax rate based on amount of paid-up capital. The 2023 tax rate for company with paid-up capital of MYR 2,500,000 (approximately $535,573) or less and that are not part of a group containing a company exceeding this capitalization threshold is 17% on the first MYR 600,000 (approximately $128,537) taxable profit with the remaining balance being taxed at 24%.

 

For the three months ended June 30, 2023, Lucky Star F&B Sdn. Bhd.and SH Desserts Sdn. Bhd. incurred a loss of $1,483 and $1,476 respectively, which can be carried forward for seven years to offset its taxable income.

 

As of June 30, 2023, the operations in Malaysia generated $1,844,318 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss can be carried forward for seven years. The Company has provided for a full valuation allowance against the deferred tax assets of $313,534 on the expected future tax benefits from the net operating loss carry forwards as the management believes it is more likely than not that these assets will not be realized in the future.

 

F-13

 

 

The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of June 30 and March 31, 2023:

 

   As of
June 30, 2023
   As of
March 31, 2023
Deferred tax assets:             
              
Net operating loss carryforwards  $    $    
– United States of America   69,648     60,439  
– Marshall Islands   -     -  
– Malaysia   313,534     313,031  
    383,182     373,470  
Less: valuation allowance   (383,182)    (373,470 )
Deferred tax assets  $-   $ -  

 

Management believes that it is more likely than not that the deferred tax assets will not be fully realizable in the future. Accordingly, the Company provided for a full valuation allowance against its deferred tax assets of $383,182 as of June 30, 2023. For three months ended June 30, 2023, the valuation allowance increased by $9,712, primarily relating to the loss incurred by the Company, Lucky Star F&B Sdn. Bhd. and SH Desserts Shd. Bhd.

 

12. STOCKHOLDERS’ EQUITY

 

On October 17, 2018, the founder of the Company, Mr. Leong Will Liam purchased 900,000 shares of restricted common stock of the Company at $0.03 per share for the Company’s initial working capital. Each share was with a par value of $0.0001. All proceeds received are used for the Company’s working capital.

 

On January 21, 2019, CBA Capital Holdings Sdn. Bhd. waived an interest-free loan of $257,183 in Lucky Star F&B Sdn. Bhd., our wholly own subsidiary, as contribution and recorded in additional paid in capital. CBA Capital Holdings Sdn. Bhd. is wholly owned by our Director, Mr. Leong Will Liam.

 

On December 30, 2020, the Company resolved to close the offering from the registration statement on Form S-1/A, dated February 25, 2020, that had been declared effective by the Securities and Exchange Commission on March 10, 2020. The Offering resulting in 100,000 shares of common stock being sold at $5.00 per share for a total of $500,000. The proceed of $500,000 will become the capital for our expansion, pursuant to the use of proceed stated in the aforementioned Form S-1/A.

 

As of March 31, 2021, the Company have an issued and outstanding share of common stock of 1,000,000 with an authorized share of common stock of 450,000,000 with a par value of $0.0001. In addition, the Company have an authorized share of preference stock of 50,000,000 with a par value of $0.0001, however no share of preference stock was issued and outstanding as of March 31, 2021.

 

During the year ended March 31, 2022, the Company reduce authorized share capital for both common stock of 450,000,000 to 5,000,000 and preferred stock of 50,000,000 to 500,000, while par value remains the same for both common and preferred stock. As of June 30, 2023, the Company have an issued and outstanding share of common stock of 1,000,000 while no preferred share was issued and outstanding.

 

13. FOREIGN CURRENCY EXCHANGE RATE

 

The Company cannot guarantee that the current exchange rate will remain stable, therefore there is a possibility that the Company could post the same amount of income for two comparable periods and because of the fluctuating exchange rate post higher or lower income depending on exchange rate converted into US$ at the end of the financial year. The exchange rate could fluctuate depending on changes in political and economic environments without notice.

 

14. SEGMENT REPORTING

 

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. The Company has two reportable segments based on business unit, food and beverage business and asset leasing business and three reportable segments based on country, United States, Marshall and Malaysia.

 

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.

 

F-14

 

 

                   
  

For the Three Months Ended and As of

June 30, 2023

 
By Business Unit  Assets Leasing Business   Food & Beverage Business   Total 
Revenue  $7,859   $-   $7,859 
                
Cost of revenue   -    -    - 
General and administrative expenses   (54,549)   -    (54,549)
                
Loss from operations   (46,690)   -    (46,690)
                
Total assets  $74,730   $-   $74,730 
Capital expenditure  $-   $-   $- 

 

                   
  

For the Three Months Ended and As of

June 30, 2022

 
By Business Unit  Assets Leasing Business   Food & Beverage Business   Total 
Revenue  $-   $44,909   $44,909 
                
Cost of revenue   -    (20,963)   (20,963)
General and administrative expenses   -    (167,029)   (167,029)
                
Loss from operations   -    (143,083)   (143,083)
                
Total assets  $-   $604,353   $604,353 
Capital expenditure  $-   $10,209   $10,209 

 

                     
  

For the Three Months Ended and As of

June 30, 2023

 
By Country  United States   Marshall   Malaysia   Total 
Revenue  $-   $-   $7,859   $7,859 
                     
Cost of revenue   -    -    -    - 
General and administrative expenses   (43,854)   -    (10,695)   (54,549)
                     
Loss from operations   (43,854)   -    (2,836)   (46,690)
                     
Total assets  $8,834   $-   $65,896   $74,730 
Capital expenditure  $-   $-   $-   $- 

 

                        
  

For the Three Months Ended and As of

June 30, 2022

 
By Country  United States   Marshall   Malaysia   Total 
Revenue  $-   $-   $44,909   $44,909 
                     
Cost of revenue   -    -    (20,963)   (20,963)
General and administrative expenses   -    -    (167,029)   (167,029)
                     
Loss from operations   -    -    (143,083)   (143,083)
                     
Total assets  $7,310   $-   $597,043   $604,353 
Capital expenditure  $-   $-   $10,209   $10,209 

 

F-15

 

 

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 events or transactions that occurred after June 30, 2023 up through the date the Company presented these audited financial statements.

 

F-16

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The information contained in this quarter report on Form 10-Q is intended to update the information contained in our Form 10-K dated June 28, 2023, for the year ended March 31, 2023 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 café 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.

 

Overview

 

We share the same business plan as that of our subsidiaries. We are engaged in the production and sale of food products, specifically dessert created and sold through various restaurants that we operate in Malaysia. We sell our goods under our brand name “Sweet Hut.” We have two dessert restaurant chains and one central kitchen.

 

On October 31, 2022, the Company terminated all the tenancy agreements before the due date of the agreements.

 

On November 30, 2022, the Company has entered into a lease agreement with a third party, Sweet Bakery & Dessecaféafe Sdn Bhd to lease their assets to the third party. The leasing period is commencing from January 1, 2023 to December 31, 2023. The Company did not cease its business operation nor sell the operating assets. The Company is looking for a new strategic location to continue their business while leasing out their assets to the third party.

 

Results of Operations

 

For the three months ended June 30, 2023 and 2022, the Company has generated a revenue of $7,859 and $44,909. The breakdown of revenue is as following:

 

   Three months ended June 30 
   2023   2022 
Lease Revenue  $7,859   $- 
Percentage towards Total Revenue   100.00%   0%
           
Dine-In and Take Away Revenue  $-   $26,495 
Percentage towards Total Revenue   0%   59.00%
           
Delivery Revenue  $-   $18,414 
Percentage towards Total Revenue   0%   41.00%
           
Total Revenue  $7,859   $44,909 
           
Total Cost of Sales  $-   $20,963 
           
Total Gross Profit  $7,859   $23,946 
Gross Profit Margin   100.00%   53.32%

 

3

 

 

Revenue for the Three Months ended June 30, 2023 and 2022

 

For the three months ended June 30, 2023, the Company earned a lease revenue of $7,859 due to the Company has entered into a lease agreement with a third party, Sweet Bakery & Dessert Café Sdn Bhd to lease their assets to the third party.

 

Dine-in and take away revenue declined from $26,495 for the three months ended June 30, 2022 to $0 for the three months ended June 30, 2023. The decline in dine-in revenue primarily due to the termination of all the tenancy agreements on October 31, 2022. Therefore, the Company do not generate any dine-in revenue from March 2023 to June 2023.

 

Delivery revenue declined from $18,414 for the three months ended June 30, 2022 to $0 for the three months ended June 30, 2023. The decline in delivery revenue primarily due to the termination of all the tenancy agreements on October 31, 2022. Therefore, the Company do not generate any dine-in revenue from March 2023 to June 2023.

 

Total revenue declined from $44,909 for the three months ended June 30, 2022 to $7,859 for the three months ended June 30, 2023, primarily due to the termination of all the tenancy agreements on October 31, 2022. Therefore, the Company do not generate any dine-in revenue from March 2023 to June 2023.

 

General and Administrative Expenses

 

For the three months ended June 30, 2023 and 2022, the Company has incurred a general and administrative expenses of $54,549 and $167,029 respectively. Of which primarily consist of salary, lease expenses, utilities, depreciation, professional fees and repair and maintenance and advertisement and promotions.

 

   Three months ended
June 30
 
Primary expenses  2023   2022 
Salary and salary related expenses  $-   $68,913 
Percentage towards General and Administrative Expenses   0%   41.26%
           
Lease expenses  $-   $19,382 
Percentage towards General and Administrative Expenses   0%   11.60%
           
Utility expenses  $-   $8,955 
Percentage towards General and Administrative Expenses   0%   5.36%
           
Depreciation and amortization expenses  $2,027   $16,194 
Percentage towards General and Administrative Expenses   3.71%   9.70%
           
Professional expenses  $11,646   $13,325 
Percentage towards General and Administrative Expenses   21.35%   7.98%
           
Repair and maintenance expenses  $70   $3,138 
Percentage towards General and Administrative Expenses   0.13%   1.88%
           
Compliance expenses  $240   $410 
Percentage towards general and administrative expenses   0.44%   0.24%
           
Advertisement and promotion expenses  $-   $2,967 
Percentage towards General and Administrative Expenses   0%   1.78%
           
Total primary expenses  $13,983   $133,284 
Percentage towards General and Administrative Expenses   25.63%   79.80%
           
Miscellaneous expenses  $40,566    33,745 
Percentage towards General and Administrative Expenses   74.37%   20.20%

 

Net Loss

 

For the three months ended June 30, 2023 and 2022, the Company has incurred a net loss of $46,813 and $143,597 respectively.

 

4

 

 

Liquidity and Capital Resources

 

Cash Used In Operating Activities

 

For the three months ended June 30, 2023, the Company has used $48,309 in operating activities primarily caused by net loss from operating and decrease in accrued liabilities and other payables contra by depreciation expenses and decrease in prepaid expenses and deposit.

 

For the three months ended June 30, 2022, the Company has used $146,897 in operating activities primarily caused by net loss from operating, decrease in accrued liability and lease liability contra by depreciation expenses add back.

 

Cash Used In Investing Activities

 

The Company has invested $0 in investing activity for the three months ended June 30, 2023.

 

The Company has invested $10,209 in investing activity for the acquisition of new kitchen equipment and office equipment for the three months ended June 30, 2022.

 

Cash Provided by Financing Activities

 

For the three months ended June 30, 2023, the Company repaid $4,134 to bank loan and received $15,050 from financing cash flow primarily consist of advances from director.

 

For the three months ended June 30, 2022, the Company repaid $3,938 to bank loan and received $126,075 from financing cash flow primarily consist of advances from director.

 

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 June 30, 2023 and June 30, 2022.

 

Contractual Obligations

 

As of June 30, 2023, the Company has no contractual obligations involved.

 

5

 

 

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 June 30, 2023. 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 June 30, 2023, 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 June 30, 2023, our disclosure controls and procedures were not effective: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties and effective risk assessment; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines; and (4) lack of internal audit function due to the fact that the Company lacks qualified resources to perform the internal audit functions properly and that the scope and effectiveness of the internal audit function are yet to be developed.

 

Changes in Internal Control Over Financial Reporting:

 

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

6

 

 

PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings

 

From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations. We may become involved in material legal proceedings in the future.

 

Item 1A. Risk Factors

 

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 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

(a) None.

 

(b) None.

 

(c) None.

 

Item 3. Defaults Upon Senior Securities

 

(a) None.

 

(b) None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits

 

31.1   Rule 13(a)-14(a) / 15(d)-14(a) Certification of principal executive officer and principal financial officer
     
32.1   Section 1350 Certification of principal executive officer and principal financial officer
     
101..INS   Inline XBRL Instance Document
     
101.SCH   Inline XBRL Taxonomy Extension Schema Document
     
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document
     
104   Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

 

7

 

 

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.

 

  SYNERGY EMPIRE LIMITED
  (Name of Registrant)
   
Date: August 14, 2023  
   
  By: /s/ Law Jia Ming
  Name: Law Jia Ming
  Title: Chief Executive Officer, Chief Financial Officer

 

8

 

 

EXHIBIT 31.1

 

CERTIFICATION

 

I, Law Jia Ming, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of SYNERGY EMPIRE LIMITED (the “Company”) for the quarter ended June 30, 2023;

 

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b. Designed such internal control over financial reporting, or caused such internal control to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
     
  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 14, 2023 By: /s/ Law Jia Ming
    Law Jia Ming
    Chief Executive Officer, Chief Financial Officer

 

 

 

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of SYNERGY EMPIRE LIMITED (the “Company”) on Form 10-Q for the period ended June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), The undersigned hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

 

  (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
     
  (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

Date: August 14, 2023 By: /s/ Law Jia Ming
    Law Jia Ming
    Chief Executive Officer, Chief Financial Officer

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

v3.23.2
Cover - shares
3 Months Ended
Jun. 30, 2023
Aug. 14, 2023
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Jun. 30, 2023  
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2024  
Current Fiscal Year End Date --03-31  
Entity File Number 333-235700  
Entity Registrant Name SYNERGY EMPIRE LIMITED  
Entity Central Index Key 0001766267  
Entity Tax Identification Number 38-4096727  
Entity Incorporation, State or Country Code NV  
Entity Address, Address Line One No.19 Jalan 12/118B  
Entity Address, Address Line Two Desa Tun Razak  
Entity Address, City or Town Kuala Lumpur  
Entity Address, Country MY  
Entity Address, Postal Zip Code 56100  
City Area Code +(60)  
Local Phone Number 3 - 9171 2828  
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   1,000,000
v3.23.2
Condensed Consolidated Balance Sheets - USD ($)
Jun. 30, 2023
Mar. 31, 2023
CURRENT ASSETS    
Cash and cash equivalents $ 3,680 $ 9,868
Accounts receivable, net
Prepaid expenses and deposits 9,193 15,681
TOTAL CURRENT ASSETS 12,873 25,549
NON-CURRENT ASSETS    
Plant and equipment, net 60,756 66,184
Intangible asset, net 1,101 1,199
TOTAL ASSETS 74,730 92,932
CURRENT LIABILITIES    
Accounts payable 5,617 5,928
Accrued expenses and other payables 58,507 70,885
Bank borrowing 3,480 7,954
TOTAL CURRENT LIABILITIES 1,358,513 1,410,075
TOTAL LIABILITIES 1,358,513 1,410,075
STOCKHOLDERS’ EQUITY    
Preferred stock – Par value $0.0001; Authorized: 500,000 None issued and outstanding
Common stock – Par value $0.0001; Authorized: 5,000,000 Issued and outstanding: 1,000,000 shares as of June 30 and March 31, 2023 100 100
Additional paid-in capital 784,083 784,083
Accumulated other comprehensive income/(loss) 113,054 32,881
Accumulated deficit (2,181,020) (2,134,207)
TOTAL STOCKHOLDERS’ DEFICIT (1,283,783) (1,317,143)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY 74,730 92,932
Related Party [Member]    
CURRENT LIABILITIES    
Amount due to a director $ 1,290,909 $ 1,325,308
v3.23.2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Jun. 30, 2023
Mar. 31, 2023
Mar. 31, 2022
Mar. 31, 2021
Statement of Financial Position [Abstract]        
Preferred stock, par value $ 0.0001 $ 0.0001   $ 0.0001
Preferred stock, shares authorized 500,000 500,000 500,000 50,000,000
Preferred stock, shares issued 0 0   0
Preferred stock, shares outstanding 0 0   0
Common stock, par value $ 0.0001 $ 0.0001   $ 0.0001
Common stock, shares authorized 5,000,000 5,000,000 5,000,000 450,000,000
Common stock, shares issued 1,000,000 1,000,000   1,000,000
Common stock, shares outstanding 1,000,000 1,000,000   1,000,000
v3.23.2
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($)
3 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Income Statement [Abstract]    
REVENUE $ 7,859 $ 44,909
COST AND EXPENSES:    
Cost of revenue (20,963)
General and administrative expenses (54,549) (167,029)
Total operating costs and expenses (54,549) (187,992)
Loss from operations (46,690) (143,083)
Finance cost (123) (514)
Loss before income tax (46,813) (143,597)
Income tax expense
Net loss (46,813) (143,597)
Foreign currency translation gain 80,173 53,377
Total comprehensive income $ 33,360 $ (90,220)
Net loss per share, basic $ (0.05) $ (0.14)
Net loss per share, diluted $ (0.05) $ (0.14)
Weighted average number of common shares outstanding, basic 1,000,000 1,000,000
Weighted average number of common shares outstanding, diluted 1,000,000 1,000,000
v3.23.2
Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
AOCI Attributable to Parent [Member]
Total
Beginning balance, value at Mar. 31, 2022 $ 100 $ 784,083 $ (1,599,531) $ (20,271) $ (835,619)
Beginning balance, shares at Mar. 31, 2022 1,000,000        
Net loss for the period (143,597) (143,597)
Foreign currency translation 53,377 53,377
Ending balance, value at Jun. 30, 2022 $ 100 784,083 (1,743,128) 33,106 (925,839)
Ending balance, shares at Jun. 30, 2022 1,000,000        
Beginning balance, value at Mar. 31, 2023 $ 100 784,083 (2,134,207) 32,881 (1,317,143)
Beginning balance, shares at Mar. 31, 2023 1,000,000        
Net loss for the period (46,813) (46,813)
Foreign currency translation 80,173 80,173
Ending balance, value at Jun. 30, 2023 $ 100 $ 784,083 $ (2,181,020) $ 113,054 $ (1,283,783)
Ending balance, shares at Jun. 30, 2023 1,000,000        
v3.23.2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
3 Months Ended
Jun. 30, 2023
Jun. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net loss $ (46,813) $ (143,597)
Adjustments to reconcile net loss to net cash used in operating activities    
Depreciation and amortization expenses 2,027 31,882
Write off of other receivables 699
Changes in operating assets and liabilities:    
Increase in accounts receivable (740)
Increase in inventories (3,664)
Decrease/(Increase) in prepaid expenses and deposit 6,370 (642)
Decrease in accounts payable (57)
Decrease in accrued liabilities and other payables (9,893) (15,365)
Change in operating lease liability (15,413)
Net cash flows used in operating activities (48,309) (146,897)
CASH FLOWS FROM INVESTING ACTIVITY:    
Purchase of plant and equipment (10,209)
Net cash flows used in investing activity (10,209)
CASH FLOWS FROM FINANCING ACTIVITIES:    
Advance from directors 15,050 126,075
Principal repayments of bank loan (4,134) (3,938)
Net cash flows provided by financing activities 10,916 122,137
Effect of exchange rate changes 31,205 26,602
Net changes in cash and cash equivalents (6,188) (8,367)
Cash and cash equivalents, beginning of year 9,868 18,561
CASH AND CASH EQUIVALENTS, END OF YEAR 3,680 10,194
SUPPLEMENTAL CASH FLOWS INFORMATION    
Income taxes paid
Interest paid $ 123 $ 514
v3.23.2
ORGANIZATION AND BUSINESS BACKGROUND
3 Months Ended
Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
ORGANIZATION AND BUSINESS BACKGROUND

1. ORGANIZATION AND BUSINESS BACKGROUND

 

Synergy Empire Limited (“the Company”) was incorporated under the laws of the State of Nevada on October 17, 2018. We have historically conducted our business through Lucky Star F&B Sdn. Bhd. and SH Dessert Sdn. Bhd, both are private limited liability company, incorporated in Malaysia.

 

On January 16, 2019, the Company acquired 100% of the equity interests of Synergy Empire Holding Limited, a company incorporated in Republic of the Marshall Islands (“Synergy Empire Marshall”).

 

On December 31, 2018, Synergy Empire Marshall acquired 100% of Synergy Empire Limited, a limited liability company incorporated in Hong Kong (“Synergy Empire HK”).

 

On February 21, 2019, Synergy Empire HK acquired 100% of the equity interests of Lucky Star F&B Sdn. Bhd., a limited liability company incorporated in Malaysia (“Lucky Star”).

 

Lucky Star acquired 100% of the equity interests of SH Dessert Sdn. Bhd., a limited liability company incorporated in Malaysia (“SH Dessert”) by Lucky Star on February 19, 2016.

 

On February 26, 2021, Synergy Empire Marshall acquired 100% of Lucky Star F&B Sdn. Bhd from Synergy Empire HK. Subsequently on March 31, 2021, Mr. Leong Will Liam acquired 100% of Synergy Empire HK, as such Synergy Empire HK is no longer a subsidiary of the Company.

 

Mr. Leong Will Liam is the common director and major shareholder of the Company, Synergy Empire Marshall and Synergy Empire HK.

 

On July 29, 2022, the Company approved the resignation of Mr. Leong Will Liam concurrently with the appointment of Mr. Vicknesya Naayaker A/L Punosamy as the director of Lucky Star F&B Sdn. Bhd.

 

On July 29, 2022, the Company approved the resignation of Mr. Leong Will Liam concurrently with the appointment of Mr. Praveen A/L Ravichandran as the director of SH Dessert Sdn. Bhd.

 

The Company, through its wholly owned subsidiaries, produce and distribute high quality dessert through Lucky Star and operate two restaurants through SH Dessert. Details of the Company’s subsidiaries:

 

No.  Company Name  Domicile and Date of
Incorporation
  Particulars of Issued
Capital
  Principal Activities
1  Synergy Empire Holding Limited  Marshall Islands, October 22, 2018  1 Share of Ordinary Share, US$1 each  Investment Holding
             
2  Lucky Star F&B Sdn. Bhd.  Malaysia, February 9, 2010  100,000 Share of Ordinary Share, MYR1 each  Food and Beverage Assets Leasing
             
3  SH Dessert Sdn. Bhd.  Malaysia, February 19, 2016  100 Share of Ordinary Share, MYR1 each  Food and Beverage Assets Leasing

 

On October 31, 2022, the Company terminated all the tenancy agreements before the due date of the agreements.

 

On November 30, 2022, the Company has entered into a lease agreement with a third party, Sweet Bakery & Dessert Café Sdn Bhd to lease their assets to the third party. The leasing period is commencing from January 1, 2023 to December 31, 2023. The Company did not cease its business operation nor sell the operating assets. The Company is looking for a new strategic location to continue their business while leasing out their assets to the third party.

 

 

v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
3 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

These accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

 

The accompanying financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany transactions and balances were eliminated in consolidation.

 

Below is the organization chart of the Group.

 

 

Use of Estimates

 

In preparing these financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the years reported. Actual results may differ from these estimates.

 

Cash and Cash Equivalents

 

The Company considers short-term, highly liquid investments with an original maturity of 90 days or less to be cash equivalents.

 

Our deposit in Malaysia is currently deposit in Public Bank Berhad and Standard Chartered Bank (Malaysia) Berhad, and there is a Perbadanan Insurans Deposit Malaysia protects our eligible deposits held with bank in Malaysia which is members of the Scheme. The scheme will pay a compensation up to a limit of Malaysia Ringgit (“MYR”) 250,000 per deposit per member bank, which is equivalent to $53,557, if the aforementioned banks fail.

 

Plant and Equipment

 

Plant and equipment are stated at cost, with depreciation provided using the straight-line method over the following periods:

 

Asset Categories  Depreciation Periods
Office and kitchen equipment  10 years
Motor vehicle  5 years

 

Intangible Asset

 

Intangible assets are stated at cost, with amortization provided using the straight-line method over the following periods:

 

Asset Categories   Amortization Periods
Trademark   10 years

 

 

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 revenue in the consolidated statements of operations and comprehensive income (loss).

 

Revenue recognition

 

Revenue is generated through sale of goods and delivery services. Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods and services. The Company applies the following five-step model in order to determine this amount:

 

(i)identification of the promised goods and services in the contract;

 

(ii) determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the contract;

 

(iii) measurement of the transaction price, including the constraint on variable consideration;

 

(iv) allocation of the transaction price to the performance obligations; and

 

(v) recognition of revenue when (or as) the Company satisfies each performance obligation.

 

The Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under Topic 606, the Company records revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable. The Company records revenue from the sale of product upon shipment or delivery of the products to the customer. The Company doesn’t allow return of the products purchased or refund unless the food delivered is spoilt.

 

Cost of revenue

 

Cost of revenue includes the purchase cost of raw material for manufacturing and distribute to customers and packing materials. It includes purchasing and receiving costs, internal transfer costs, other costs of distribution network, opening and closing inventory net off discount received and return outwards in cost of revenue.

 

Income tax expense

 

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 years 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 disclosed in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

 

The Company conducts major businesses in Malaysia and is subject to tax in their own jurisdictions. As a result of its business activities, the Company will file separate tax returns that are subject to examination by the foreign tax authorities.

 

 

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 statement of operations and comprehensive income (loss).

 

The functional currency of the Company is the United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$. In addition, the Company’s subsidiary maintains its books and record in Malaysian Ringgits (“MYR”) and United States Dollars (“US$”), which is the respective functional currency as being the primary currency of the economic environment in which the entity operates.

 

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 income.

 

Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates for the respective periods:

 

   For the three months ended
June 30
 
   2023   2022 
Period-end MYR : US$1 exchange rate   4.67    4.41 
Period-average MYR : US$1 exchange rate   4.58    4.38 

 

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.

 

Fair value of financial instruments

 

The carrying value of the Company’s financial instruments: cash and cash equivalents, account receivable, deposits and other receivables, account payable and accrued expenses and other payable 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.

 

As of June 30, 2023 and 2022, the Company did not have any nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements, at least annually, on a recurring basis, nor did the Company have any assets or liabilities measured at fair value on a non-recurring basis.

 

Net Income/(Loss) per Share

 

The Company calculates net income/(loss) per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income/(loss) per share is computed by dividing the net income/(loss) by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic income/(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.

 

 

Lease

 

The Company adopted the ASU No. 2016-02, on April 1, 2019 (date of inception). The Company leases central kitchen and restaurants for fixed periods pre-emptive extension options. The Company recognizes lease payments for its short-term lease on a straight-line basis over the lease term.

 

As of June 30, 2023, the Company have no operating lease of which lease liability is initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. 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.

 

Accounts Receivable

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable. The Company extends credit to its customers in the normal course of business and generally does not require collateral. The Company’s credit terms are dependent upon the segment, and the customer. The Company assesses the probability of collection from each customer at the outset of the arrangement based on a number of factors, including the customer’s payment history and its current creditworthiness. If in management’s judgment collection is not probable, the Company does not record revenue until the uncertainty is removed.

 

Management performs ongoing credit evaluations, and the Company maintains an allowance for potential credit losses based upon its loss history and its aging analysis. The allowance for doubtful accounts is the Company’s best estimate of the amount of credit losses in existing accounts receivable. Management reviews the allowance for doubtful accounts each reporting period based on a detailed analysis of trade receivables. In the analysis, management primarily considers the age of the customer’s receivable, and also considers the creditworthiness of the customer, the economic conditions of the customer’s industry, general economic conditions and trends, and the business relationship and history with its customers, among other factors. If any of these factors change, the Company may also change its original estimates, which could impact the level of the Company’s future allowance for doubtful accounts. If judgments regarding the collectability of receivables were incorrect, adjustments to the allowance may be required, which would reduce profitability.

 

Accounts receivable are recognized and carried at the original invoice amount less an allowance for any uncollectible amounts. An estimate for doubtful accounts receivable is made when collection of the full amount is no longer probable. Bad debts are written off as identified. For the quarter ended June 30, 2023, the Company makes an allowance for expected credit loss of $7,859.

 

Recently Issued Accounting Standards

 

In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. In November 2019, the FASB issued ASU 2019-10 highlighted the adoption timeline. For smaller reporting entities, Topic 326 is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years, of which is effective for the Company on April 1, 2023. An analysis of receivables, including credit losses, was conducted during the first quarter of fiscal 2023. The Company does not anticipate that the adoption of the new guidance will have a material impact on our consolidated financial statements.

 

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

 

v3.23.2
GOING CONCERN UNCERTAINTIES
3 Months Ended
Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
GOING CONCERN UNCERTAINTIES

3. GOING CONCERN UNCERTAINTIES

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The company having accumulated deficit of $2,181,020 and $2,134,207 as of June 30, 2023 and March 31, 2023 respectively.

 

For the three months ended June 30, 2023 and 2022, the Company suffered from a net loss of $46,813 and $143,597 respectively.

 

Furthermore, the Company recorded a negative working capital of $1,345,640 and $1,384,526 as of June 30, 2023 and March 31, 2023 respectively.

 

The Company’s cash position is not sufficient to support the Company’s daily operations. While the Company believes in the viability of its strategy and in its ability to raise additional funds, there can be no assurances to that effect. The Company’s ability to continue as a going concern is dependent upon its ability to improve profitability and the ability to acquire financial support from its shareholder.

 

These and other factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that financial statements are issued. 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.

 

v3.23.2
ACCOUNTS RECEIVABLE, NET
3 Months Ended
Jun. 30, 2023
Receivables [Abstract]  
ACCOUNTS RECEIVABLE, NET

4. ACCOUNTS RECEIVABLE, NET

SCHEDULE OF ACCOUNTS RECEIVABLE NET

  

As of

June 30, 2023

  

As of

March 31, 2023

 
Accounts receivable, gross  $7,859   $- 
Allowance for expected credit loss   (7,859)            - 
Accounts receivable, net  $-   $- 

 

v3.23.2
PREPAID EXPENSES AND DEPOSITS
3 Months Ended
Jun. 30, 2023
Prepaid Expenses And Deposits  
PREPAID EXPENSES AND DEPOSITS

5. PREPAID EXPENSES AND DEPOSITS 

SCHEDULE OF PREPAID EXPENSES AND DEPOSITS 

   As of
June 30, 2023
   As of
March 31, 2023
 
Prepaid expenses   8,750    12,500 
Other receivables   443    3,181 
Total  $9,193   $15,681 

 

Prepaid expenses represent OTCQB annual fee.

 

Other receivables consist of overpayment to supplier.

 

 

v3.23.2
PLANT AND EQUIPMENT
3 Months Ended
Jun. 30, 2023
Property, Plant and Equipment [Abstract]  
PLANT AND EQUIPMENT

6. PLANT AND EQUIPMENT

 

   As of
June 30, 2023
   As of March
31, 2023
 
Office equipment   37,223    39,285 
Kitchen equipment   40,953    43,222 
Motor vehicle   10,497    11,078 
Total plant and equipment  $88,673   $93,585 
Less: Accumulated depreciation   (27,917)   (27,401)
Total plant and equipment  $60,756   $66,184 

 

For the three months ended June 30, 2023, the Company does not invest in plant and equipment.

 

For the three months ended June 30, 2022, the Company has invested $10,076 in kitchen equipment and $134 in office equipment respectively.

 

Depreciation expenses for the three months ended June 30, 2023 and 2022 amounted to $1,992 and $16,157 respectively.

 

v3.23.2
ACCRUED EXPENSES AND OTHER PAYABLES
3 Months Ended
Jun. 30, 2023
Payables and Accruals [Abstract]  
ACCRUED EXPENSES AND OTHER PAYABLES

7. ACCRUED EXPENSES AND OTHER PAYABLES

 

   As of
June 30, 2023
   As of
March 31, 2023
 
Accrued expenses  $24,685   $31,322 
Other payables   33,394    39,111 
Deposit received   428    452 
Total  $58,507   $70,885 

 

Accrued expenses consist of accrued salary and professional fee.

 

Other payable consist of payables to suppliers and sales and service tax payable.

 

Deposit received consist of deposit from lease agreement.

 

v3.23.2
AMOUNT DUE TO A DIRECTOR
3 Months Ended
Jun. 30, 2023
Related Party Transactions [Abstract]  
AMOUNT DUE TO A DIRECTOR

8. AMOUNT DUE TO A DIRECTOR

 

As of March 31, 2023, the Company has an outstanding loan payable to Mr. Leong Will Liam amounted $1,325,308, of which including an amount due to Synergy Empire HK, amounted $24,822. For the three months ended June 30, 2023, Mr. Leong Will Liam has further advanced $15,050 to the Company for working capital purpose.

 

Both aforementioned loans are unsecured, non-interest bearing and payable on demand.

 

Amount due to director, Mr. Leong Will Liam    
Balance as of March 31, 2023  $1,300,486 
Loan from Director   15,050 
Foreign currency translation   (49,449)
Balance as of June 30, 2023  $1,266,087 
Balance as of June 30, 2023 – Amount due to Synergy Empire HK   24,822 
Balance as of June 30, 2023 – Total amount due to director  $1,290,909 

 

 

v3.23.2
BANK BORROWING
3 Months Ended
Jun. 30, 2023
Debt Disclosure [Abstract]  
BANK BORROWING

9. BANK BORROWING

 

On January 25, 2017, Lucky Star F&B Sdn. Bhd., a wholly owned subsidiary of the Company has acquired a business loan from Standard Chartered Saadiq Berhad, a bank incorporated in Malaysia, amounted to MYR342,834 (approximately $83,972) at annual interest of 6.00% accrued in arrear, for a repayment period of 72 months with interest bearing monthly installment of MYR6,473 (approximately $1,585) which is the sole bank borrowing by the Company.

 

The outstanding balance of business loan as of June 30 and March 31, 2023 can be summarized as follow:

 

   As of
June 30, 2022
   As of
March 31, 2023
 
Bank borrowing (Current portion)  $3,480   $7,954 
Bank borrowing (Non-current portion)   -    - 
Total  $3,480   $7,954 

 

On April 1, 2020, Standard Chartered Saadiq Berhad announced to provide loan deferment to borrower for a period 6 months in supporting of Malaysia National Bank to ease financial pressure as a result of movement control order promulgated by Malaysia Government to contain the outbreak of COVID- 19. Pursuant to the announcement, no instalment is required, and no penalty will be imposed during the 6 months period however additional non-compounding interest will continue to accrue. As such, the Company has incurred additional interest of $2,141 interest expenses. The last repayment is expected on August 2023.

 

For the three months ended June 30, 2023, the Company repaid $4,134 in bank borrowings.

 

For the three months ended June 30, 2022, the Company repaid $3,938 in bank borrowings.

 

Maturities of the loan for each of the three years and thereafter are as follows:

 

Year ending March 31     
      
2023   $3,480 
Total   $3,480 

 

 

v3.23.2
CONCENTRATION OF RISK
3 Months Ended
Jun. 30, 2023
Risks and Uncertainties [Abstract]  
CONCENTRATION OF RISK

10. CONCENTRATION OF RISK

 

(a) Major Customers

 

For the three months ended June 30, 2023, there was one customer who accounted for 100% of the Company’s revenues with significant outstanding receivables.

 

For the three months ended June 30, 2022, there was no customer who accounted for 10% or more of the Company’s revenues nor with significant outstanding receivables.

 

(b) Major Suppliers

 

For the three months ended June 30, 2023 and 2022, there was no supplier who accounted for 10% or more of the Company’s purchases nor with significant outstanding payables.

 

v3.23.2
INCOME TAXES
3 Months Ended
Jun. 30, 2023
Income Tax Disclosure [Abstract]  
INCOME TAXES

11. INCOME TAXES

 

The loss before income taxes of the Company for the three months ended June 30, 2023 and 2022 were comprised of the following:

 

   For the three months ended
June 30
 
   2023   2022 
Tax jurisdictions from:          
– Local  $(43,854)  $(40,188)
           
– Foreign, representing:          
Marshall Islands (non-taxable jurisdiction)   -    - 
Hong Kong   -    - 
Malaysia   (2,959)   (103,409)
Loss before income taxes  $(46,813)  $(143,597)

 

 

Provision for income taxes consisted of the following:

 

    For the three months ended
June 30
 
    2023    2022 
Current:          
– Local  $-   $- 
– Foreign:          
Marshall Islands (non-taxable jurisdiction)   -    - 
Malaysia   -    - 
           
Deferred:          
– Local   -    - 
– Foreign   -    - 
   $-   $- 

 

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. During the periods presented, the Company has a number of subsidiaries that operates in different countries and is subject to tax in the jurisdictions in which its subsidiaries operate, as follows:

 

United States of America

 

The Tax Act reduces the U.S. statutory corporate tax rate from 35% to 21% for our tax years beginning in 2018. The Company is registered in the State of Nevada and is subject to United States of America tax law. As of June 30, 2023, the operations in the United States of America incurred $331,658 of cumulative net operating losses (NOL’s) which can be carried forward to offset future taxable income. The NOL carry forwards begin to expire in 2043, if unutilized. The Company has provided for a full valuation allowance of approximately $69,648 against the deferred tax assets on the expected future tax benefits from the net operating loss carry forwards as the management believes it is more likely than not that these assets will not be realized in the future.

 

Malaysia

 

Lucky Star F&B Sdn. Bhd. and SH Desserts Sdn. Bhd. are subject to the Malaysia Corporate Tax Laws at a two-tier corporate income tax rate based on amount of paid-up capital. The 2023 tax rate for company with paid-up capital of MYR 2,500,000 (approximately $535,573) or less and that are not part of a group containing a company exceeding this capitalization threshold is 17% on the first MYR 600,000 (approximately $128,537) taxable profit with the remaining balance being taxed at 24%.

 

For the three months ended June 30, 2023, Lucky Star F&B Sdn. Bhd.and SH Desserts Sdn. Bhd. incurred a loss of $1,483 and $1,476 respectively, which can be carried forward for seven years to offset its taxable income.

 

As of June 30, 2023, the operations in Malaysia generated $1,844,318 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss can be carried forward for seven years. The Company has provided for a full valuation allowance against the deferred tax assets of $313,534 on the expected future tax benefits from the net operating loss carry forwards as the management believes it is more likely than not that these assets will not be realized in the future.

 

 

The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of June 30 and March 31, 2023:

 

   As of
June 30, 2023
   As of
March 31, 2023
Deferred tax assets:             
              
Net operating loss carryforwards  $    $    
– United States of America   69,648     60,439  
– Marshall Islands   -     -  
– Malaysia   313,534     313,031  
    383,182     373,470  
Less: valuation allowance   (383,182)    (373,470 )
Deferred tax assets  $-   $ -  

 

Management believes that it is more likely than not that the deferred tax assets will not be fully realizable in the future. Accordingly, the Company provided for a full valuation allowance against its deferred tax assets of $383,182 as of June 30, 2023. For three months ended June 30, 2023, the valuation allowance increased by $9,712, primarily relating to the loss incurred by the Company, Lucky Star F&B Sdn. Bhd. and SH Desserts Shd. Bhd.

 

v3.23.2
STOCKHOLDERS’ EQUITY
3 Months Ended
Jun. 30, 2023
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

12. STOCKHOLDERS’ EQUITY

 

On October 17, 2018, the founder of the Company, Mr. Leong Will Liam purchased 900,000 shares of restricted common stock of the Company at $0.03 per share for the Company’s initial working capital. Each share was with a par value of $0.0001. All proceeds received are used for the Company’s working capital.

 

On January 21, 2019, CBA Capital Holdings Sdn. Bhd. waived an interest-free loan of $257,183 in Lucky Star F&B Sdn. Bhd., our wholly own subsidiary, as contribution and recorded in additional paid in capital. CBA Capital Holdings Sdn. Bhd. is wholly owned by our Director, Mr. Leong Will Liam.

 

On December 30, 2020, the Company resolved to close the offering from the registration statement on Form S-1/A, dated February 25, 2020, that had been declared effective by the Securities and Exchange Commission on March 10, 2020. The Offering resulting in 100,000 shares of common stock being sold at $5.00 per share for a total of $500,000. The proceed of $500,000 will become the capital for our expansion, pursuant to the use of proceed stated in the aforementioned Form S-1/A.

 

As of March 31, 2021, the Company have an issued and outstanding share of common stock of 1,000,000 with an authorized share of common stock of 450,000,000 with a par value of $0.0001. In addition, the Company have an authorized share of preference stock of 50,000,000 with a par value of $0.0001, however no share of preference stock was issued and outstanding as of March 31, 2021.

 

During the year ended March 31, 2022, the Company reduce authorized share capital for both common stock of 450,000,000 to 5,000,000 and preferred stock of 50,000,000 to 500,000, while par value remains the same for both common and preferred stock. As of June 30, 2023, the Company have an issued and outstanding share of common stock of 1,000,000 while no preferred share was issued and outstanding.

 

v3.23.2
FOREIGN CURRENCY EXCHANGE RATE
3 Months Ended
Jun. 30, 2023
Foreign Currency [Abstract]  
FOREIGN CURRENCY EXCHANGE RATE

13. FOREIGN CURRENCY EXCHANGE RATE

 

The Company cannot guarantee that the current exchange rate will remain stable, therefore there is a possibility that the Company could post the same amount of income for two comparable periods and because of the fluctuating exchange rate post higher or lower income depending on exchange rate converted into US$ at the end of the financial year. The exchange rate could fluctuate depending on changes in political and economic environments without notice.

 

v3.23.2
SEGMENT REPORTING
3 Months Ended
Jun. 30, 2023
Segment Reporting [Abstract]  
SEGMENT REPORTING

14. SEGMENT REPORTING

 

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. The Company has two reportable segments based on business unit, food and beverage business and asset leasing business and three reportable segments based on country, United States, Marshall and Malaysia.

 

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.

 

 

                   
  

For the Three Months Ended and As of

June 30, 2023

 
By Business Unit  Assets Leasing Business   Food & Beverage Business   Total 
Revenue  $7,859   $-   $7,859 
                
Cost of revenue   -    -    - 
General and administrative expenses   (54,549)   -    (54,549)
                
Loss from operations   (46,690)   -    (46,690)
                
Total assets  $74,730   $-   $74,730 
Capital expenditure  $-   $-   $- 

 

                   
  

For the Three Months Ended and As of

June 30, 2022

 
By Business Unit  Assets Leasing Business   Food & Beverage Business   Total 
Revenue  $-   $44,909   $44,909 
                
Cost of revenue   -    (20,963)   (20,963)
General and administrative expenses   -    (167,029)   (167,029)
                
Loss from operations   -    (143,083)   (143,083)
                
Total assets  $-   $604,353   $604,353 
Capital expenditure  $-   $10,209   $10,209 

 

                     
  

For the Three Months Ended and As of

June 30, 2023

 
By Country  United States   Marshall   Malaysia   Total 
Revenue  $-   $-   $7,859   $7,859 
                     
Cost of revenue   -    -    -    - 
General and administrative expenses   (43,854)   -    (10,695)   (54,549)
                     
Loss from operations   (43,854)   -    (2,836)   (46,690)
                     
Total assets  $8,834   $-   $65,896   $74,730 
Capital expenditure  $-   $-   $-   $- 

 

                        
  

For the Three Months Ended and As of

June 30, 2022

 
By Country  United States   Marshall   Malaysia   Total 
Revenue  $-   $-   $44,909   $44,909 
                     
Cost of revenue   -    -    (20,963)   (20,963)
General and administrative expenses   -    -    (167,029)   (167,029)
                     
Loss from operations   -    -    (143,083)   (143,083)
                     
Total assets  $7,310   $-   $597,043   $604,353 
Capital expenditure  $-   $-   $10,209   $10,209 

 

 

v3.23.2
SUBSEQUENT EVENTS
3 Months Ended
Jun. 30, 2023
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

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 events or transactions that occurred after June 30, 2023 up through the date the Company presented these audited financial statements.

v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
3 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

 

These accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

 

The accompanying financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany transactions and balances were eliminated in consolidation.

 

Below is the organization chart of the Group.

 

 

Use of Estimates

Use of Estimates

 

In preparing these financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the years reported. Actual results may differ from these estimates.

 

Cash and Cash Equivalents

Cash and Cash Equivalents

 

The Company considers short-term, highly liquid investments with an original maturity of 90 days or less to be cash equivalents.

 

Our deposit in Malaysia is currently deposit in Public Bank Berhad and Standard Chartered Bank (Malaysia) Berhad, and there is a Perbadanan Insurans Deposit Malaysia protects our eligible deposits held with bank in Malaysia which is members of the Scheme. The scheme will pay a compensation up to a limit of Malaysia Ringgit (“MYR”) 250,000 per deposit per member bank, which is equivalent to $53,557, if the aforementioned banks fail.

 

Plant and Equipment

Plant and Equipment

 

Plant and equipment are stated at cost, with depreciation provided using the straight-line method over the following periods:

 

Asset Categories  Depreciation Periods
Office and kitchen equipment  10 years
Motor vehicle  5 years

 

Intangible Asset

Intangible Asset

 

Intangible assets are stated at cost, with amortization provided using the straight-line method over the following periods:

 

Asset Categories   Amortization Periods
Trademark   10 years

 

 

Inventories

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 revenue in the consolidated statements of operations and comprehensive income (loss).

 

Revenue recognition

Revenue recognition

 

Revenue is generated through sale of goods and delivery services. Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods and services. The Company applies the following five-step model in order to determine this amount:

 

(i)identification of the promised goods and services in the contract;

 

(ii) determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the contract;

 

(iii) measurement of the transaction price, including the constraint on variable consideration;

 

(iv) allocation of the transaction price to the performance obligations; and

 

(v) recognition of revenue when (or as) the Company satisfies each performance obligation.

 

The Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under Topic 606, the Company records revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable. The Company records revenue from the sale of product upon shipment or delivery of the products to the customer. The Company doesn’t allow return of the products purchased or refund unless the food delivered is spoilt.

 

Cost of revenue

Cost of revenue

 

Cost of revenue includes the purchase cost of raw material for manufacturing and distribute to customers and packing materials. It includes purchasing and receiving costs, internal transfer costs, other costs of distribution network, opening and closing inventory net off discount received and return outwards in cost of revenue.

 

Income tax expense

Income tax expense

 

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 years 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 disclosed in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

 

The Company conducts major businesses in Malaysia and is subject to tax in their own jurisdictions. As a result of its business activities, the Company will file separate tax returns that are subject to examination by the foreign tax authorities.

 

 

Foreign currencies translation

Foreign currencies translation

 

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations and comprehensive income (loss).

 

The functional currency of the Company is the United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$. In addition, the Company’s subsidiary maintains its books and record in Malaysian Ringgits (“MYR”) and United States Dollars (“US$”), which is the respective functional currency as being the primary currency of the economic environment in which the entity operates.

 

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 income.

 

Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates for the respective periods:

 

   For the three months ended
June 30
 
   2023   2022 
Period-end MYR : US$1 exchange rate   4.67    4.41 
Period-average MYR : US$1 exchange rate   4.58    4.38 

 

Related parties

Related parties

 

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

 

Fair value of financial instruments

Fair value of financial instruments

 

The carrying value of the Company’s financial instruments: cash and cash equivalents, account receivable, deposits and other receivables, account payable and accrued expenses and other payable 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.

 

As of June 30, 2023 and 2022, the Company did not have any nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements, at least annually, on a recurring basis, nor did the Company have any assets or liabilities measured at fair value on a non-recurring basis.

 

Net Income/(Loss) per Share

Net Income/(Loss) per Share

 

The Company calculates net income/(loss) per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income/(loss) per share is computed by dividing the net income/(loss) by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic income/(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.

 

 

Lease

Lease

 

The Company adopted the ASU No. 2016-02, on April 1, 2019 (date of inception). The Company leases central kitchen and restaurants for fixed periods pre-emptive extension options. The Company recognizes lease payments for its short-term lease on a straight-line basis over the lease term.

 

As of June 30, 2023, the Company have no operating lease of which lease liability is initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. 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.

 

Accounts Receivable

Accounts Receivable

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable. The Company extends credit to its customers in the normal course of business and generally does not require collateral. The Company’s credit terms are dependent upon the segment, and the customer. The Company assesses the probability of collection from each customer at the outset of the arrangement based on a number of factors, including the customer’s payment history and its current creditworthiness. If in management’s judgment collection is not probable, the Company does not record revenue until the uncertainty is removed.

 

Management performs ongoing credit evaluations, and the Company maintains an allowance for potential credit losses based upon its loss history and its aging analysis. The allowance for doubtful accounts is the Company’s best estimate of the amount of credit losses in existing accounts receivable. Management reviews the allowance for doubtful accounts each reporting period based on a detailed analysis of trade receivables. In the analysis, management primarily considers the age of the customer’s receivable, and also considers the creditworthiness of the customer, the economic conditions of the customer’s industry, general economic conditions and trends, and the business relationship and history with its customers, among other factors. If any of these factors change, the Company may also change its original estimates, which could impact the level of the Company’s future allowance for doubtful accounts. If judgments regarding the collectability of receivables were incorrect, adjustments to the allowance may be required, which would reduce profitability.

 

Accounts receivable are recognized and carried at the original invoice amount less an allowance for any uncollectible amounts. An estimate for doubtful accounts receivable is made when collection of the full amount is no longer probable. Bad debts are written off as identified. For the quarter ended June 30, 2023, the Company makes an allowance for expected credit loss of $7,859.

 

Recently Issued Accounting Standards

Recently Issued Accounting Standards

 

In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. In November 2019, the FASB issued ASU 2019-10 highlighted the adoption timeline. For smaller reporting entities, Topic 326 is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years, of which is effective for the Company on April 1, 2023. An analysis of receivables, including credit losses, was conducted during the first quarter of fiscal 2023. The Company does not anticipate that the adoption of the new guidance will have a material impact on our consolidated financial statements.

 

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

v3.23.2
ORGANIZATION AND BUSINESS BACKGROUND (Tables)
3 Months Ended
Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
SCHEDULE OF COMPANY'S SUBSIDIARIES

The Company, through its wholly owned subsidiaries, produce and distribute high quality dessert through Lucky Star and operate two restaurants through SH Dessert. Details of the Company’s subsidiaries:

 

No.  Company Name  Domicile and Date of
Incorporation
  Particulars of Issued
Capital
  Principal Activities
1  Synergy Empire Holding Limited  Marshall Islands, October 22, 2018  1 Share of Ordinary Share, US$1 each  Investment Holding
             
2  Lucky Star F&B Sdn. Bhd.  Malaysia, February 9, 2010  100,000 Share of Ordinary Share, MYR1 each  Food and Beverage Assets Leasing
             
3  SH Dessert Sdn. Bhd.  Malaysia, February 19, 2016  100 Share of Ordinary Share, MYR1 each  Food and Beverage Assets Leasing
v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
3 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
SCHEDULE OF DEPRECIATION AND AMORTIZATION PERIODS OF PLANT AND EQUIPMENT

Plant and equipment are stated at cost, with depreciation provided using the straight-line method over the following periods:

 

Asset Categories  Depreciation Periods
Office and kitchen equipment  10 years
Motor vehicle  5 years
SCHEDULE OF AMORTIZATION PERIOD OF INTANGIBLE ASSET

Intangible assets are stated at cost, with amortization provided using the straight-line method over the following periods:

 

Asset Categories   Amortization Periods
Trademark   10 years
SCHEDULE OF EXCHANGE RATE TRANSLATION OF AMOUNTS FROM LOCAL CURRENCY

Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates for the respective periods:

 

   For the three months ended
June 30
 
   2023   2022 
Period-end MYR : US$1 exchange rate   4.67    4.41 
Period-average MYR : US$1 exchange rate   4.58    4.38 
v3.23.2
ACCOUNTS RECEIVABLE, NET (Tables)
3 Months Ended
Jun. 30, 2023
Receivables [Abstract]  
SCHEDULE OF ACCOUNTS RECEIVABLE NET

SCHEDULE OF ACCOUNTS RECEIVABLE NET

  

As of

June 30, 2023

  

As of

March 31, 2023

 
Accounts receivable, gross  $7,859   $- 
Allowance for expected credit loss   (7,859)            - 
Accounts receivable, net  $-   $- 
v3.23.2
PREPAID EXPENSES AND DEPOSITS (Tables)
3 Months Ended
Jun. 30, 2023
Prepaid Expenses And Deposits  
SCHEDULE OF PREPAID EXPENSES AND DEPOSITS

SCHEDULE OF PREPAID EXPENSES AND DEPOSITS 

   As of
June 30, 2023
   As of
March 31, 2023
 
Prepaid expenses   8,750    12,500 
Other receivables   443    3,181 
Total  $9,193   $15,681 
v3.23.2
PLANT AND EQUIPMENT (Tables)
3 Months Ended
Jun. 30, 2023
Property, Plant and Equipment [Abstract]  
SCHEDULE OF PLANT AND EQUIPMENT

 

   As of
June 30, 2023
   As of March
31, 2023
 
Office equipment   37,223    39,285 
Kitchen equipment   40,953    43,222 
Motor vehicle   10,497    11,078 
Total plant and equipment  $88,673   $93,585 
Less: Accumulated depreciation   (27,917)   (27,401)
Total plant and equipment  $60,756   $66,184 
v3.23.2
ACCRUED EXPENSES AND OTHER PAYABLES (Tables)
3 Months Ended
Jun. 30, 2023
Payables and Accruals [Abstract]  
SCHEDULE OF ACCRUED EXPENSES AND OTHER PAYABLES

 

   As of
June 30, 2023
   As of
March 31, 2023
 
Accrued expenses  $24,685   $31,322 
Other payables   33,394    39,111 
Deposit received   428    452 
Total  $58,507   $70,885 
v3.23.2
AMOUNT DUE TO A DIRECTOR (Tables)
3 Months Ended
Jun. 30, 2023
Related Party Transactions [Abstract]  
SCHEDULE OF AMOUNT DUE TO A DIRECTOR

Both aforementioned loans are unsecured, non-interest bearing and payable on demand.

 

Amount due to director, Mr. Leong Will Liam    
Balance as of March 31, 2023  $1,300,486 
Loan from Director   15,050 
Foreign currency translation   (49,449)
Balance as of June 30, 2023  $1,266,087 
Balance as of June 30, 2023 – Amount due to Synergy Empire HK   24,822 
Balance as of June 30, 2023 – Total amount due to director  $1,290,909 
v3.23.2
BANK BORROWING (Tables)
3 Months Ended
Jun. 30, 2023
Debt Disclosure [Abstract]  
SUMMARY OF OUTSTANDING BALANCE OF BUSINESS LOANS

The outstanding balance of business loan as of June 30 and March 31, 2023 can be summarized as follow:

 

   As of
June 30, 2022
   As of
March 31, 2023
 
Bank borrowing (Current portion)  $3,480   $7,954 
Bank borrowing (Non-current portion)   -    - 
Total  $3,480   $7,954 
SCHEDULE OF MATURITIES OF LOAN

Maturities of the loan for each of the three years and thereafter are as follows:

 

Year ending March 31     
      
2023   $3,480 
Total   $3,480 
v3.23.2
INCOME TAXES (Tables)
3 Months Ended
Jun. 30, 2023
Income Tax Disclosure [Abstract]  
SCHEDULE OF INCOME (LOSS) BEFORE INCOME TAXES

The loss before income taxes of the Company for the three months ended June 30, 2023 and 2022 were comprised of the following:

 

   For the three months ended
June 30
 
   2023   2022 
Tax jurisdictions from:          
– Local  $(43,854)  $(40,188)
           
– Foreign, representing:          
Marshall Islands (non-taxable jurisdiction)   -    - 
Hong Kong   -    - 
Malaysia   (2,959)   (103,409)
Loss before income taxes  $(46,813)  $(143,597)
SUMMARY OF PROVISION FOR INCOME TAX

Provision for income taxes consisted of the following:

 

    For the three months ended
June 30
 
    2023    2022 
Current:          
– Local  $-   $- 
– Foreign:          
Marshall Islands (non-taxable jurisdiction)   -    - 
Malaysia   -    - 
           
Deferred:          
– Local   -    - 
– Foreign   -    - 
   $-   $- 
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of June 30 and March 31, 2023:

 

   As of
June 30, 2023
   As of
March 31, 2023
Deferred tax assets:             
              
Net operating loss carryforwards  $    $    
– United States of America   69,648     60,439  
– Marshall Islands   -     -  
– Malaysia   313,534     313,031  
    383,182     373,470  
Less: valuation allowance   (383,182)    (373,470 )
Deferred tax assets  $-   $ -  
v3.23.2
SEGMENT REPORTING (Tables)
3 Months Ended
Jun. 30, 2023
Segment Reporting [Abstract]  
SCHEDULE OF SEGMENT REPORTING INFORMATION BY BUSINESS UNIT

                   
  

For the Three Months Ended and As of

June 30, 2023

 
By Business Unit  Assets Leasing Business   Food & Beverage Business   Total 
Revenue  $7,859   $-   $7,859 
                
Cost of revenue   -    -    - 
General and administrative expenses   (54,549)   -    (54,549)
                
Loss from operations   (46,690)   -    (46,690)
                
Total assets  $74,730   $-   $74,730 
Capital expenditure  $-   $-   $- 

 

                   
  

For the Three Months Ended and As of

June 30, 2022

 
By Business Unit  Assets Leasing Business   Food & Beverage Business   Total 
Revenue  $-   $44,909   $44,909 
                
Cost of revenue   -    (20,963)   (20,963)
General and administrative expenses   -    (167,029)   (167,029)
                
Loss from operations   -    (143,083)   (143,083)
                
Total assets  $-   $604,353   $604,353 
Capital expenditure  $-   $10,209   $10,209 
SCHEDULE OF SEGMENT REPORTING INFORMATION BY COUNTRY

                     
  

For the Three Months Ended and As of

June 30, 2023

 
By Country  United States   Marshall   Malaysia   Total 
Revenue  $-   $-   $7,859   $7,859 
                     
Cost of revenue   -    -    -    - 
General and administrative expenses   (43,854)   -    (10,695)   (54,549)
                     
Loss from operations   (43,854)   -    (2,836)   (46,690)
                     
Total assets  $8,834   $-   $65,896   $74,730 
Capital expenditure  $-   $-   $-   $- 

 

                        
  

For the Three Months Ended and As of

June 30, 2022

 
By Country  United States   Marshall   Malaysia   Total 
Revenue  $-   $-   $44,909   $44,909 
                     
Cost of revenue   -    -    (20,963)   (20,963)
General and administrative expenses   -    -    (167,029)   (167,029)
                     
Loss from operations   -    -    (143,083)   (143,083)
                     
Total assets  $7,310   $-   $597,043   $604,353 
Capital expenditure  $-   $-   $10,209   $10,209 
v3.23.2
SCHEDULE OF COMPANY'S SUBSIDIARIES (Details) - 3 months ended Jun. 30, 2023
USD ($)
shares
MYR (RM)
shares
Subsidiary Company One [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Company Name Synergy Empire Holding Limited Synergy Empire Holding Limited
Domicile and Date of Incorporation Marshall Islands, October 22, 2018 Marshall Islands, October 22, 2018
Particulars of Issued Capital 1 Share of Ordinary Share, US$1 each 1 Share of Ordinary Share, US$1 each
Number of shares issued, shares 1 1
Number of shares issued, value | $ $ 1  
Principal Activities Investment Holding Investment Holding
Subsidiary Company Two [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Company Name Lucky Star F&B Sdn. Bhd Lucky Star F&B Sdn. Bhd
Domicile and Date of Incorporation Malaysia, February 9, 2010 Malaysia, February 9, 2010
Particulars of Issued Capital 100,000 Share of Ordinary Share, MYR1 each 100,000 Share of Ordinary Share, MYR1 each
Number of shares issued, shares 100,000 100,000
Number of shares issued, value | RM   RM 1
Principal Activities Food and Beverage Assets Leasing Food and Beverage Assets Leasing
Subsidiary Company Three [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Company Name SH Dessert Sdn. Bhd SH Dessert Sdn. Bhd
Domicile and Date of Incorporation Malaysia, February 19, 2016 Malaysia, February 19, 2016
Particulars of Issued Capital 100 Share of Ordinary Share, MYR1 each 100 Share of Ordinary Share, MYR1 each
Number of shares issued, shares 100 100
Number of shares issued, value | RM   RM 1
Principal Activities Food and Beverage Assets Leasing Food and Beverage Assets Leasing
v3.23.2
ORGANIZATION AND BUSINESS BACKGROUND (Details Narrative)
Mar. 31, 2021
Feb. 26, 2021
Feb. 21, 2019
Jan. 16, 2019
Dec. 31, 2018
Feb. 19, 2016
Lucky Star [Member] | Mr. Leong Will Liam [Member]            
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]            
Equity ownership interest rate percentage 100.00%          
Synergy Empire Holding Limited [Member] | Synergy Empire Marshall [Member]            
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]            
Equity ownership interest rate percentage       100.00%    
Synergy Empire HK [Member] | Synergy Empire Marshall [Member]            
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]            
Equity ownership interest rate percentage         100.00%  
Synergy Empire HK [Member] | Lucky Star [Member]            
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]            
Equity ownership interest rate percentage     100.00%      
Lucky Star [Member] | SH Dessert [Member]            
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]            
Equity ownership interest rate percentage           100.00%
Synergy Empire Marshall [Member] | Lucky Star [Member]            
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]            
Equity ownership interest rate percentage   100.00%        
v3.23.2
SCHEDULE OF DEPRECIATION AND AMORTIZATION PERIODS OF PLANT AND EQUIPMENT (Details)
Jun. 30, 2023
Office and Kitchen Equipment [Member]  
Property, Plant and Equipment [Line Items]  
Plant and equipment depreciation useful lives 10 years
Vehicles [Member]  
Property, Plant and Equipment [Line Items]  
Plant and equipment depreciation useful lives 5 years
v3.23.2
SCHEDULE OF AMORTIZATION PERIOD OF INTANGIBLE ASSET (Details)
Jun. 30, 2023
Trademarks [Member]  
Finite-Lived Intangible Assets [Line Items]  
Intangible asset estimated useful life 10 years
v3.23.2
SCHEDULE OF EXCHANGE RATE TRANSLATION OF AMOUNTS FROM LOCAL CURRENCY (Details)
Jun. 30, 2023
Jun. 30, 2022
Period-End MYR [Member]    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Foreign currency exchange rate, translation 4.67 4.41
Period-End/ Period-Average HK [Member]    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Foreign currency exchange rate, translation 4.58 4.38
v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)
3 Months Ended
Jun. 30, 2023
USD ($)
Jun. 30, 2023
MYR (RM)
Mar. 31, 2023
USD ($)
Accounting Policies [Abstract]      
Cash insurance deposit $ 53,557 RM 250,000  
Income tax description tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.    
Accounts Receivable, Allowance for Credit Loss $ 7,859  
v3.23.2
GOING CONCERN UNCERTAINTIES (Details Narrative) - USD ($)
3 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]      
Accumulated deficit $ 2,181,020   $ 2,134,207
Net loss 46,813 $ 143,597  
Working capital $ 1,345,640   $ 1,384,526
v3.23.2
SCHEDULE OF ACCOUNTS RECEIVABLE NET (Details) - USD ($)
Jun. 30, 2023
Mar. 31, 2023
Receivables [Abstract]    
Accounts receivable, gross $ 7,859
Allowance for expected credit loss (7,859)
Accounts receivable, net
v3.23.2
SCHEDULE OF PREPAID EXPENSES AND DEPOSITS (Details) - USD ($)
Jun. 30, 2023
Mar. 31, 2023
Prepaid Expenses And Deposits    
Prepaid expenses $ 8,750 $ 12,500
Other receivables 443 3,181
Total $ 9,193 $ 15,681
v3.23.2
SCHEDULE OF PLANT AND EQUIPMENT (Details) - USD ($)
Jun. 30, 2023
Mar. 31, 2023
Property, Plant and Equipment [Line Items]    
Total plant and equipment $ 88,673 $ 93,585
Less: Accumulated depreciation (27,917) (27,401)
Total plant and equipment 60,756 66,184
Office Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Total plant and equipment 37,223 39,285
Kitchen Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Total plant and equipment 40,953 43,222
Vehicles [Member]    
Property, Plant and Equipment [Line Items]    
Total plant and equipment $ 10,497 $ 11,078
v3.23.2
PLANT AND EQUIPMENT (Details Narrative) - USD ($)
3 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Property, Plant and Equipment [Line Items]    
Purchase of plant and equipment $ 10,209
Depreciation expenses $ 1,992 16,157
Kitchen Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Purchase of plant and equipment   10,076
Office Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Purchase of plant and equipment   $ 134
v3.23.2
SCHEDULE OF ACCRUED EXPENSES AND OTHER PAYABLES (Details) - USD ($)
Jun. 30, 2023
Mar. 31, 2023
Payables and Accruals [Abstract]    
Accrued expenses $ 24,685 $ 31,322
Other payables 33,394 39,111
Deposit received 428 452
Total $ 58,507 $ 70,885
v3.23.2
SCHEDULE OF AMOUNT DUE TO A DIRECTOR (Details)
3 Months Ended
Jun. 30, 2023
USD ($)
Director [Member]  
Related Party Transaction [Line Items]  
Total amount due to director $ 1,290,909
Mr. Leong Will Liam [Member]  
Related Party Transaction [Line Items]  
Amount due to director, beginning balance 1,325,308
Mr. Leong Will Liam [Member] | Director [Member]  
Related Party Transaction [Line Items]  
Amount due to director, beginning balance 1,300,486
Loan from director 15,050
Foreign currency translation (49,449)
Total amount due to director 1,266,087
Synergy Empire HK [Member] | Director [Member]  
Related Party Transaction [Line Items]  
Total amount due to director $ 24,822
v3.23.2
AMOUNT DUE TO A DIRECTOR (Details Narrative) - USD ($)
3 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Mar. 31, 2023
Related Party Transaction [Line Items]      
Proceeds from Related Party Debt $ 15,050 $ 126,075  
Synergy Empire HK [Member]      
Related Party Transaction [Line Items]      
Other Liabilities, Current     $ 24,822
Mr. Leong Will Liam [Member]      
Related Party Transaction [Line Items]      
Other Liabilities, Current     $ 1,325,308
Proceeds from Related Party Debt $ 15,050    
v3.23.2
SUMMARY OF OUTSTANDING BALANCE OF BUSINESS LOANS (Details) - USD ($)
Jun. 30, 2023
Mar. 31, 2023
Debt Disclosure [Abstract]    
Bank borrowing (Current portion) $ 3,480 $ 7,954
Bank borrowing (Non-current portion)
Total $ 3,480 $ 7,954
v3.23.2
SCHEDULE OF MATURITIES OF LOAN (Details)
Jun. 30, 2023
USD ($)
Debt Disclosure [Abstract]  
2023 $ 3,480
Total $ 3,480
v3.23.2
BANK BORROWING (Details Narrative)
3 Months Ended
Apr. 01, 2020
USD ($)
Jan. 25, 2017
USD ($)
Jan. 25, 2017
MYR (RM)
Jun. 30, 2023
USD ($)
Jun. 30, 2022
USD ($)
Jan. 25, 2017
MYR (RM)
Line of Credit Facility [Line Items]            
Interest expense       $ 123 $ 514  
Repayments of bank debt       $ 4,134 $ 3,938  
Lucky Star F&B Sdn. Bhd [Member] | Standard Chartered Saadiq Berhad [Member]            
Line of Credit Facility [Line Items]            
Debt instrument principal amount   $ 83,972       RM 342,834
Debt instrument interest rate percentage   6.00%       6.00%
Debt instrument repayment period   repayment period of 72 months with interest repayment period of 72 months with interest      
Debt instrument monthly installment   $ 1,585 RM 6,473      
Interest expense $ 2,141          
v3.23.2
CONCENTRATION OF RISK (Details Narrative) - Revenue Benchmark [Member]
3 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Customer Concentration Risk [Member] | One Customer [Member]    
Concentration Risk [Line Items]    
Concentration risk percentage 100.00%  
Customer Concentration Risk [Member] | No Customer [Member]    
Concentration Risk [Line Items]    
Concentration risk percentage   10.00%
Supplier Concentration Risk [Member] | No Supplier [Member]    
Concentration Risk [Line Items]    
Concentration risk percentage 10.00% 10.00%
v3.23.2
SCHEDULE OF INCOME (LOSS) BEFORE INCOME TAXES (Details) - USD ($)
3 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Tax jurisdictions from Local $ (43,854) $ (40,188)
Loss before income taxes (46,813) (143,597)
MARSHALL ISLANDS    
Tax jurisdictions from Foreign
HONG KONG    
Tax jurisdictions from Foreign
MALAYSIA    
Tax jurisdictions from Foreign $ (2,959) $ (103,409)
v3.23.2
SUMMARY OF PROVISION FOR INCOME TAX (Details) - USD ($)
3 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Current: Local
Deferred: Local
Deferred: Foreign
Provision for income taxes
MARSHALL ISLANDS    
Current: Foreign
MALAYSIA    
Current: Foreign
v3.23.2
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($)
Jun. 30, 2023
Jun. 30, 2022
Deferred tax assets: Net operating loss carryforwards $ 383,182 $ 373,470
Less: valuation allowance (383,182) (373,470)
Deferred tax assets
UNITED STATES    
Deferred tax assets: Net operating loss carryforwards 69,648 60,439
MARSHALL ISLANDS    
Deferred tax assets: Net operating loss carryforwards
MALAYSIA    
Deferred tax assets: Net operating loss carryforwards $ 313,534 $ 313,031
v3.23.2
INCOME TAXES (Details Narrative)
3 Months Ended
Jun. 30, 2023
USD ($)
Jun. 30, 2023
MYR (RM)
Jun. 30, 2022
USD ($)
Income tax description tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.  
Deferred tax assets $ 383,182   $ 373,470
Valuation allowance 383,182   373,470
Lucky Star F&B Sdn. Bhd [Member]      
Net operating loss carry forwards $ 1,483    
Operating loss carry forwards expiration carried forward for seven years carried forward for seven years  
SH Desserts Sdn Bhd [Member]      
Net operating loss carry forwards $ 1,476    
Lucky Star F&B Sdn. Bhd and SH Desserts Shd. Bhd [Member]      
Valuation allowance 383,182    
Increase in valuation allowance $ 9,712    
UNITED STATES      
Income tax description The Tax Act reduces the U.S. statutory corporate tax rate from 35% to 21% for our tax years beginning in 2018 The Tax Act reduces the U.S. statutory corporate tax rate from 35% to 21% for our tax years beginning in 2018  
Net operating loss carry forwards $ 331,658    
Operating loss carry forwards expiration expire in 2043 expire in 2043  
Deferred tax assets $ 69,648   60,439
MALAYSIA      
Income tax description Lucky Star F&B Sdn. Bhd. and SH Desserts Sdn. Bhd. are subject to the Malaysia Corporate Tax Laws at a two-tier corporate income tax rate based on amount of paid-up capital. The 2023 tax rate for company with paid-up capital of MYR 2,500,000 (approximately $535,573) or less and that are not part of a group containing a company exceeding this capitalization threshold is 17% on the first MYR 600,000 (approximately $128,537) taxable profit with the remaining balance being taxed at 24%. Lucky Star F&B Sdn. Bhd. and SH Desserts Sdn. Bhd. are subject to the Malaysia Corporate Tax Laws at a two-tier corporate income tax rate based on amount of paid-up capital. The 2023 tax rate for company with paid-up capital of MYR 2,500,000 (approximately $535,573) or less and that are not part of a group containing a company exceeding this capitalization threshold is 17% on the first MYR 600,000 (approximately $128,537) taxable profit with the remaining balance being taxed at 24%.  
Net operating loss carry forwards $ 1,844,318    
Deferred tax assets 313,534   $ 313,031
Paid up capital tax amount $ 535,573 RM 2,500,000  
v3.23.2
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)
Dec. 30, 2020
Jan. 21, 2019
Oct. 17, 2018
Jun. 30, 2023
Mar. 31, 2023
Mar. 31, 2022
Mar. 31, 2021
Subsidiary or Equity Method Investee [Line Items]              
Common stock, shares issued       1,000,000 1,000,000   1,000,000
Common stock, shares outstanding       1,000,000 1,000,000   1,000,000
Common stock, shares authorized       5,000,000 5,000,000 5,000,000 450,000,000
Common stock, par value       $ 0.0001 $ 0.0001   $ 0.0001
Preferred stock, shares authorized       500,000 500,000 500,000 50,000,000
Preferred stock, par value       $ 0.0001 $ 0.0001   $ 0.0001
Preferred stock, shares issued       0 0   0
Preferred stock, shares outstanding       0 0   0
Offering [Member]              
Subsidiary or Equity Method Investee [Line Items]              
Share price $ 5.00            
Number of sale of stock 100,000            
Sale of stock value $ 500,000            
Lucky Star F&B Sdn. Bhd [Member] | CBA Capital Holdings Sdn. Bhd [Member]              
Subsidiary or Equity Method Investee [Line Items]              
Interest-free loan waived   $ 257,183          
Mr. Leong Will Liam [Member]              
Subsidiary or Equity Method Investee [Line Items]              
Number of restricted common stock shares purchased     900,000        
Share price     $ 0.03        
Par value of restricted shares     $ 0.0001        
v3.23.2
SCHEDULE OF SEGMENT REPORTING INFORMATION BY BUSINESS UNIT (Details) - USD ($)
3 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Mar. 31, 2023
Segment Reporting Information [Line Items]      
Revenue $ 7,859 $ 44,909  
Cost of revenue (20,963)  
General and administrative expenses (54,549) (167,029)  
Loss from operations (46,690) (143,083)  
Total assets 74,730 604,353 $ 92,932
Capital expenditure 10,209  
Assets Leasing Business [Member]      
Segment Reporting Information [Line Items]      
Revenue 7,859  
Cost of revenue  
General and administrative expenses (54,549)  
Loss from operations (46,690)  
Total assets 74,730  
Capital expenditure  
Food and Beverage Business [Member]      
Segment Reporting Information [Line Items]      
Revenue 44,909  
Cost of revenue (20,963)  
General and administrative expenses (167,029)  
Loss from operations (143,083)  
Total assets 604,353  
Capital expenditure $ 10,209  
v3.23.2
SCHEDULE OF SEGMENT REPORTING INFORMATION BY COUNTRY (Details) - USD ($)
3 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Mar. 31, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]      
Revenue $ 7,859 $ 44,909  
Cost of revenue (20,963)  
General and administrative expenses (54,549) (167,029)  
Loss from operations (46,690) (143,083)  
Total assets 74,730 604,353 $ 92,932
Capital expenditure 10,209  
UNITED STATES      
Revenues from External Customers and Long-Lived Assets [Line Items]      
Revenue  
Cost of revenue  
General and administrative expenses (43,854)  
Loss from operations (43,854)  
Total assets 8,834 7,310  
Capital expenditure  
MARSHALL ISLANDS      
Revenues from External Customers and Long-Lived Assets [Line Items]      
Revenue  
Cost of revenue  
General and administrative expenses  
Loss from operations  
Total assets  
Capital expenditure  
MALAYSIA      
Revenues from External Customers and Long-Lived Assets [Line Items]      
Revenue 7,859 44,909  
Cost of revenue (20,963)  
General and administrative expenses (10,695) (167,029)  
Loss from operations (2,836) (143,083)  
Total assets 65,896 597,043  
Capital expenditure $ 10,209  

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