SHMY Synergy Empire Ltd (QB)

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, 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.

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.

On October 31, 2023, the director and officers of the Company, Leong Will Liam (President, Secretary, Treasurer, and Director) and Law Jia Ming (Chief Executive Officer and Chief Financial Officer) resigned their positions with the Company. Upon such resignations, H’sien Loong Wong was appointed as President, Treasurer, Secretary and Director of the Company.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 $2,208,468 and $2,134,207 as of December 31, 2023 and March 31, 2023, respectively.

For the nine months ended December 31, 2023 and 2022, the Company suffered from a net loss of $ 74,261 and $520,166 respectively.

Furthermore, the Company recorded a negative working capital of $1,395,058 and $1,384,526 as of December 31, 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

5. PREPAID EXPENSES AND DEPOSITS

Prepaid expenses represent OTCQB annual fees and secretary fees.

Other receivables consist of overpayment of suppliers.

6. PLANT AND EQUIPMENT

For the nine months ended December 31, 2023, the Company does not invest in plant and equipment.

For the nine months ended December 31, 2022, the Company has invested $11,303 in kitchen equipment and $131 in office equipment respectively. The company has written off $182,716 in renovation due to discontinuation of all tenancy agreements.

Depreciation expenses for the nine months ended December 31, 2023 and 2022 amounted to $5,915 and $38,291 respectively.

7. ACCRUED EXPENSES AND OTHER PAYABLES

Accrued expenses consist of professional fee.

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

Deposit received consist of deposit from lease agreement.

8. AMOUNT DUE TO RELATED PARTY

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 nine months ended December 31, 2023, Mr. Leong Will Liam has further advanced $48,361 to the Company for working capital purpose.

On October 31, 2023, the director of the Company, Leong Will Liam (President, Secretary, Treasurer, and Director) resigned his positions with the Company. Upon such resignation, H’sien Loong Wong was appointed as President, Treasurer, Secretary and Director of the Company.

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 rate of 6.00% accrued in arrear, for a repayment period of 72 months with interest bearing monthly installment of MYR6,500 (approximately $1,592) which is the sole bank borrowing by the Company.

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 nine months ended December 31, 2023, the Company repaid $7,604 in bank borrowings.

For the nine months ended December 31, 2022, the Company repaid $11,838 in bank borrowings.

10. CONCENTRATION OF RISK

For the nine months ended December 31, 2023, there was one customer who accounted for 100% of the Company’s revenues with significant outstanding receivables.

For the nine months ended December 31, 2022, there was no customer who accounted for 10% or more of the Company’s revenues nor with significant outstanding receivables.

For the nine months ended December 31, 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 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 December 31, 2023, the operations in the United States of America incurred $354,355 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 2042, if unutilized. The Company has provided for a full valuation allowance of approximately $74,415 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 2022 tax rate for company with paid-up capital of MYR 2,500,000 (approximately $567,872) 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 $136,289) taxable profit with the remaining balance being taxed at 24%.

For the nine months ended December 31, 2023, Lucky Star F&B Sdn. Bhd. and SH Desserts Sdn. Bhd. incurred a net loss of $7,709, which can be carried forward for seven years to offset its taxable income.

As of December 31, 2023, the operations in Malaysia generated $1,825,725 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 $310,373 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.

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 $ 384,788 as of December 31, 2023. For nine months ended December 31, 2023, the valuation allowance increased by $11,318, primarily relating to net operating loss carry forwards from the various tax regime.

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 December 31, 2023, the Company have an issued and outstanding share of common stock of 1,000,000 while no preferred share was issued and outstanding.

On October 31, 2023, 75 shareholders of Synergy Empire Limited (the “Company”), collectively holding 996,500 shares (the “Purchased Shares”) of the Company’s outstanding 1,000,000 shares of common stock, $0.0001 par value, entered into individual stock purchase agreements for the sale of the Purchased Shares to thirty-two (32) individual investors (individually, each a “Purchaser,” and collectively, the “Purchasers”) for an aggregate purchase price of $650,000 ($0.6523 per share). Following the completion of the transaction, the Purchasers collectively hold 99.65% of the Company’s outstanding shares of common stock.

Following the completion of the transaction, H’sien Loong Wong, is the beneficial owner of 450,000 shares of the Company’s common stock (45% of the issued and outstanding shares of common stock of the Company), and as such he is able to unilaterally control the election of our board of directors, all matters upon which shareholder approval is required and, ultimately, the direction of our Company. Mr. Wong acquired his 450,000 shares of common stock from Leong Will Liam, the Company’s former President, Secretary, Treasurer, Director and controlling shareholder) for $293,535 ($0.6523 per share). Mr. Wong purchased such shares with his own savings. With the exception of Mr. Wong, upon the completion of the transaction, no other Purchaser owns in excess of 10% of the Company’s common stock.

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 single reportable segment based on business unit, food and beverage business and three reportable segments based on country, United States, Marshall Islands 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.

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 December 31, 2023 up through the date the Company presented these unaudited financial statements.