Gamehaus Holdings Inc 6-K, filed May 19, 2025
Gamehaus Holdings Inc. (GMHS)
About this 6-K
Gamehaus Holdings Inc filed this 6-K on May 19, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For
the month of May
Commission
File Number:
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Unaudited Interim Financial Statements and Notes
Gamehaus Holdings Inc. (the “Company”) is furnishing its unaudited interim financial statements and notes for the nine months ended March 31, 2025 and 2024, which are attached as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K.
The Company is also furnishing its unaudited interim balance sheet and income statement for the six months ended December 31, 2024, during which period it operated as a shell company prior to the completion of the business combination with Gamehaus Inc. and Golden Star Acquisition Corporation. These interim reports are furnished as Exhibit 99.2 to this Form 6-K.
On May 19, 2025, the Company issued a press release announcing its unaudited financial results for the nine months ended March 31, 2025 and 2024, a copy of which is furnished as Exhibit 99.3 to this Form 6-K.
SIGNATURE
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.
| Gamehaus Holdings Inc. | ||
| Date: May 19, 2025 | By: | /s/ Yimin Cai |
| Name: | Yimin Cai | |
| Title: | Chief Executive Officer and Director | |
EXHIBIT INDEX
Exhibit 99.1
GAMEHAUS HOLDINGS INC.
INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| F-1 |
GAMEHAUS HOLDINGS INC. AND ITS SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(EXPRESSED IN U.S. DOLLARS)
| March 31, 2025 | June 30 2024 | |||||||
| As of | ||||||||
| March 31, 2025 | June 30 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Accounts receivable | ||||||||
| Advanced to suppliers | ||||||||
| Prepaid expenses and other current assets | ||||||||
| TOTAL CURRENT ASSETS | ||||||||
| NON-CURRENT ASSETS: | ||||||||
| Plant and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Operating lease right-of-use assets, net | ||||||||
| Deferred offering costs | ||||||||
| Equity investments | ||||||||
| TOTAL NON-CURRENT ASSETS | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable | $ | $ | ||||||
| Contract liabilities | ||||||||
| Accrued expenses and other current liabilities | ||||||||
| Operating lease liabilities | ||||||||
| Due to related party | ||||||||
| Taxes payable | ||||||||
| TOTAL CURRENT LIABILITIES | ||||||||
| NON-CURRENT LIABILITY: | ||||||||
| Operating lease liabilities | ||||||||
| TOTAL NON-CURRENT LIABILITY | ||||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| SHAREHOLDERS’ EQUITY: | ||||||||
| Class A ordinary shares* (par value of $ per share; Class A ordinary shares authorized as of March 31, 2025 and June 30, 2024, respectively; and Class A ordinary shares issued and outstanding as of March 31, 2025 and June 30, 2024, respectively) | ||||||||
| Class B ordinary shares* (par value of $ per share; Class B ordinary shares authorized as of March 31, 2025 and June 30, 2024, respectively; and Class B ordinary shares issued and outstanding as of March 31, 2025 and June 30, 2024, respectively) | ||||||||
| Ordinary shares | ||||||||
| Additional paid-in capital | ||||||||
| Retained earnings | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| TOTAL GAMEHAUS HOLDINGS INC’S SHAREHOLDERS’ EQUITY | ||||||||
| Non-controlling interests | ( | ) | ||||||
| TOTAL SHAREHOLDERS’ EQUITY | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | $ | ||||||
| * |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-2 |
GAMEHAUS HOLDINGS INC. AND ITS SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(EXPRESSED IN U.S. DOLLARS)
| 2025 | 2024 | |||||||
For the March 31, | ||||||||
| 2025 | 2024 | |||||||
| REVENUE | $ | $ | ||||||
| OPERATING COST AND EXPENSES | ||||||||
| Cost of revenue | ( | ) | ( | ) | ||||
| Research and development expenses | ( | ) | ( | ) | ||||
| Selling and marketing expenses | ( | ) | ( | ) | ||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| INCOME FROM OPERATIONS | $ | $ | ||||||
| OTHER INCOME (EXPENSES): | ||||||||
| Share of net loss from equity investees | ( | ) | ( | ) | ||||
| Interest income | ||||||||
| Other income, net | ||||||||
| Total other income, net | ||||||||
| INCOME BEFORE PROVISION FOR INCOME TAXES | ||||||||
| INCOME TAXES EXPENSES | ( | ) | ( | ) | ||||
| NET INCOME | ||||||||
| Less: net (loss) income attributable to non-controlling interests | ( | ) | ||||||
| NET INCOME ATTRIBUTABLE TO GAMEHAUS HOLDINGS INC’S SHAREHOLDERS | ||||||||
| OTHER COMPREHENSIVE INCOME | ||||||||
| Net income | ||||||||
| Foreign currency translation adjustment, net of tax | ||||||||
| TOTAL COMPREHENSIVE INCOME | $ | $ | ||||||
| Less: total comprehensive (loss) income attributable to non-controlling interests | ( | ) | ||||||
| TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO GAMEHAUS HOLDINGS INC’S SHAREHOLDERS | ||||||||
| BASIC AND DILUTED EARNINGS PER SHARE: | ||||||||
| Net income attributable to Gamehaus Holdings Inc’s shareholders per share | ||||||||
| Basic and diluted | $ | $ | ||||||
| Weighted average shares outstanding used in calculating basic and diluted income per share | ||||||||
| Basic and diluted | ||||||||
* Presented on a retroactive basis to reflect the reverse recapitalization that is discussed in Note 1.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-3 |
GAMEHAUS HOLDINGS INC. AND ITS SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE NINE MONTHS ENDED MARCH 31, 2025 AND 2024
(EXPRESSED IN U.S. DOLLARS)
| * | ||||||||||||||||||||||||||||||||||||||||
Class A Ordinary shares* | Class B Ordinary shares* | Additional paid in | Retained | Accumulated Other Comprehensive | Total Gamehaus Holdings Inc’s | Non-controlling | Total Shareholders’ | |||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | capital | Earnings | Income (Loss) | Equity | Interests | Equity | |||||||||||||||||||||||||||||||
| Balance as of June 30, 2023 | $ | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||
| Net income for the period | - | - | ||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | ||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2024 | $ | ( | ) | |||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2024 | $ | ( | ) | ( | ||||||||||||||||||||||||||||||||||||
| Balance | $ | ( | ) | ( | ||||||||||||||||||||||||||||||||||||
| Issuance of shares upon reverse recapitalization | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Offering cost incurred for public offering | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Conversion of Public Rights | - | ( | ) | |||||||||||||||||||||||||||||||||||||
| Net income for the period | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||
| Balance | $ | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||
| * |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-4 |
GAMEHAUS HOLDINGS INC. AND ITS SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED MARCH 31, 2025 AND 2024
(EXPRESSED IN U.S. DOLLARS)
| 2025 | 2024 | |||||||
| For the Nine Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Amortization of right-of-use assets | ||||||||
| Plant and equipment written off | ||||||||
| Share of net loss from equity investees | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Advanced to suppliers | ( | ) | ||||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Accrued expenses and other current liabilities | ( | ) | ||||||
| Contract liabilities | ||||||||
| Operating lease liabilities | ( | ) | ( | ) | ||||
| Taxes payable | ||||||||
| NET CASH PROVIDED BY OPERATING ACTIVITIES | ||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of plant and equipment | ( | ) | ( | ) | ||||
| Purchase of intangible assets | ( | ) | ( | ) | ||||
| NET CASH USED IN INVESTING ACTIVITIES | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Net cash paid on reverse recapitalization | ( | ) | ||||||
| Net cash paid for public offering | ( | ) | ( | ) | ||||
| Repayment to related parties | ( | ) | ||||||
| NET CASH USED IN FINANCING ACTIVITIES | ( | ) | ( | ) | ||||
| EFFECT OF EXCHANGE RATE CHANGE ON CASH | ||||||||
| NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | ( | ) | ||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH — beginning of the period | ||||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH — end of the period | $ | $ | ||||||
| Reconciliation of cash to the consolidated balance sheets: | ||||||||
| Cash and cash equivalents | ||||||||
| Restricted cash | ||||||||
| Total cash, cash equivalents and restricted cash | ||||||||
| Supplemental disclosures of cash flow information: | ||||||||
| Cash paid for income tax | ||||||||
| Cash paid for interest | ||||||||
| Supplemental disclosures of non-cash flow information: | ||||||||
| Lease liabilities arising from obtaining operating lease right-of-use assets | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-5 |
GAMEHAUS HOLDINGS INC. AND ITS SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 — ORGANIZATION AND BUSINESS DESCRIPTION
Nature of operations
Gamehaus Holdings Inc. (“Gamehaus” or the “Company”), through its subsidiaries, (collectively, the “Company”), publishes and operates mobile social gaming applications (“games” or “game”) and leverages marketing relationships with various partners to provide players a unique social gaming experience. The Company’s games are free-to-play and available via the Apple App Store, Google Play Store, and Amazon Appstore (collectively, “platforms” or “platform operators”). The Company generates revenue through the in-game sale of virtual currency and through advertising.
On September 18, 2023, Gamehaus Inc., a Cayman Islands exempted company, entered into a business combination agreement (the “Business Combination Agreement”) with (i) Golden Star Acquisition Corporation, an exempted company incorporated with limited liability in the Cayman Islands (“Golden Star”), (ii) G-Star Management Corporation, a British Virgin Islands company, the representative for Golden Star, (iii) Gamehaus, (iv) Gamehaus 1 Inc., an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Gamehaus (“First Merger Sub”); and (v) Gamehaus 2 Inc., an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Gamehaus (“Second Merger Sub”).
Pursuant to the Business Combination Agreement, at the closing of the transactions contemplated by the Business Combination Agreement, (i) the First Merger Sub will merge with and into Gamehaus Inc. (the “First Merger”), with Gamehaus Inc. being the surviving corporation of the First Merger and a direct wholly owned subsidiary of Gamehaus, and (ii) following confirmation of the effectiveness of the First Merger, the Second Merger Sub will merge with and into Golden Star (the “Second Merger”), with Golden Star being the surviving corporation of the Second Merger and a direct wholly owned subsidiary of Gamehaus.
Gamehaus is an exempted company incorporated under the laws of the Cayman Islands on July 20, 2023 as a holding company. The accompanying unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. As of March 31, 2025, the Company’s subsidiaries were as follows:
SCHEDULE OF SUBSIDIARIES
| Schedule of subsidiaries | ||||||||
| Date of incorporation/ acquisition | Place of incorporation | Percentage of direct or indirect economic interest | ||||||
| Subsidiaries | ||||||||
| Golden Star Acquisition Corporation (“Golden Star”) | % | |||||||
| Joypub Holding Limited (“Joypub”) | % | |||||||
| Gamehaus Inc. (“Gamehaus Inc.”) | % | |||||||
| Gamehaus PTE LTD (“Gamehaus SG”) | % | |||||||
| Gamehaus Limited (“Gamehaus HK”) | % | |||||||
| Gamepromo Co., Limited (“Gamepromo”) | % | |||||||
| Shanghai Haoyu Technology Co., Ltd. (“Haoyu SH”) | % | |||||||
| Chongqing Haohan Network Technology Co., Ltd. (“Haohan CQ”) | % | |||||||
| Beijing Haoyou Network Technology Co., Ltd. (“Haoyou BJ”) | % | |||||||
| Chongqing Fanfengjian Network Technology Co., Ltd. (“Fanfengjian CQ”) | % | |||||||
| Shanghai Fanfengjian Network Technology Co., Ltd. (“Fanfengjian SH”) | % | |||||||
| Shanghai Kuangre Network Technology Co., Ltd. (“Kuangre SH”) | % | |||||||
| Dataverse Co., Limited (“Dataverse”) | % | |||||||
| Avid.ly Co., Limited (“Avid.ly”)* | % | |||||||
| * |
| F-6 |
Reverse recapitalization
On January 24, 2025, Gamehaus consummated the business combination with Golden Star and Gamehaus Inc., following the approval at an extraordinary general meeting of Golden Star’s shareholders on January 20, 2025. As a result of the business combination, (i) Gamehaus Inc. became a direct, wholly owned subsidiary of Gamehaus, and (ii) Golden Star became a direct, wholly owned subsidiary of Gamehaus, with the outstanding securities of Gamehaus Inc. and Golden Star being converted into the right to receive securities of Gamehaus.
Gamehaus Inc. was determined to be the accounting acquirer, as it effectively controlled the combined entity following the transaction. The transaction did not qualify as a business combination under ASC 805, because Golden Star did not meet the definition of a business. The transaction was accounted for as a reverse recapitalization, which is treated as the issuance of shares by Gamehaus for the net monetary assets of Golden Star, accompanied by a recapitalization. Gamehaus Inc. was determined as the accounting acquirer and the historical financial statements of Gamehaus Inc. became the Company’s historical financial statements, with retrospective adjustments to give effect of the reverse recapitalization. All of the ordinary shares and preferred shares of Gamehaus Inc. that had been issued and outstanding immediately prior to the business combination were cancelled and converted into an aggregate of Class A ordinary shares and Class B ordinary shares of Gamehaus, which has been restated retrospectively to reflect the equity structure of the Company. Net income per share is retrospectively restated using the historical weighted-average number of ordinary shares outstanding multiplied by the exchange ratio.
The par value of ordinary shares remained $,
the difference of $
SCHEDULE OF NET INCOME PER SHARE BEFORE AND AFTER THE RETROSPECTIVE ADJUSTMENTS
| For the Nine Months Ended March 31, 2024 | ||||||||
| Before adjustment | After adjustment | |||||||
| Net income attributable to Gamehaus Holdings Inc.’s shareholders per share | ||||||||
| —Basic and diluted | $ | $ | ||||||
Basis of presentation
The accompanying unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. The accompanying unaudited condensed financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes of Gamehaus Inc. for the fiscal year ended June 30, 2024 and 2023, included in the Company’s registration statement on Form F-4 (File No. 333-278499), which was initially filed with the SEC on April 4, 2024, as amended, and declared effective by the SEC on December 20, 2024.
| F-7 |
The unaudited condensed consolidated financial statements include the financial statements of Gamehaus and its subsidiaries, which include the Hong Kong-registered entities and PRC-registered entities directly owned by the Company. All intercompany transactions and balances among Gamehaus and its subsidiaries have been eliminated upon consolidation.
A subsidiary is an entity in which (i) the Company directly or indirectly controls more than 50% of the voting power; or (ii) the Company has the power to appoint or remove the majority of the members of the board of directors or to cast a majority of votes at the meetings of the board of directors or to govern the financial and operating policies of the investee pursuant to a statute or under an agreement among the shareholders or equity holders.
Non-controlling interests
Non-controlling interests are recognized to reflect the portion of the equity that is not attributable, directly, or indirectly, to the Company. Non-controlling interests are presented as a separate component of equity in the unaudited condensed consolidated balance sheets and statements of operations and other comprehensive income (loss) are attributed to controlling and non-controlling interests. Non-controlling interests primarily relate to the 30% equity interest in Fanfengjian CQ and Fanfengjian SH as of March 31, 2025 and June 30, 2024.
Uses of estimates
The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during each reporting period. Actual results could differ from those estimates. Significant accounting estimates reflected in the Company’s unaudited condensed consolidated financial statements include: revenue recognition, the allowance for credit losses, estimated useful lives of fixed assets, intangible assets and right-of-use assets, the valuation of intangible assets, and accruals for income tax uncertainties.
Revenue recognition
The Company’s revenue is primarily generated from the sale of virtual currency associated with online games and advertisements within the Company’s games.
The Company recognizes revenue pursuant to ASC 606, Revenue from Contracts with Customers (“ASC 606”). In accordance with ASC 606, revenue from contracts with customers is recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. To achieve the core principle of this standard, the Company applied the following five steps:
| 1. | Identification of the contract, or contracts, with the customer; |
| 2. | Identification of the performance obligations in the contract; |
| 3. | Determination of the transaction price; |
| 4. | Allocation of the transaction price to the performance obligations in the contract; and |
| 5. | Recognition of the revenue when, or as, a performance obligation is satisfied. |
Revenue from In-app Purchases
The Company primarily derives revenue from the sale of virtual currency associated with online games. The Company distributes its games to game players/users through various web and mobile platforms such as Apple App Store, Google Play, and other mobile platforms. Through these platforms, users can download the Company’s free-to-play games and can purchase virtual currency.
| F-8 |
The initial download of the games does not create a contract under ASC 606; however, the separate election by the player to make an in-app purchase satisfies the ASC 606 requirement for creating a contract. Players can pay for their virtual item purchases through various widely accepted payment methods mode offered in the games. Payments from players for virtual currency are required at the time of purchase, which are non-refundable and relate to non-cancellable contracts that specify the Company’s obligations and cannot be redeemed for cash or exchanged for anything other than virtual currency within the Company’s games. The purchase price is a fixed amount that reflects the consideration that the Company expects to be entitled to receive in exchange for the use of virtual currency by its customers. The platform providers collect proceeds from the game players and remit the proceeds to the Company after deducting their respective platform fees.
The Company is primarily responsible for providing the virtual currency, has control over the content and functionality of games, and has the discretion to establish the virtual currency’ prices. Therefore, the Company is the principal and, accordingly, revenue is recorded on a gross basis. Payment processing fees paid to platform providers are recorded within the cost of revenue. The Company’s performance obligation is to ensure the availability and functionality of the gameplay environment, transfer the virtual currencies to customers, host the gameplay to gameplayers upon the consumption of the virtual currencies.
Substantially all of the Company’s games sell only consumable virtual currency instead of durable virtual currency. Consumable virtual currencies represent items that can be consumed by a specific player action without any timeframe restriction and do not provide the player with any continuing additional or enhanced benefit following consumption. Proceeds from these sales of virtual currencies are initially recorded in contract liabilities. Proceeds from the sales of virtual currencies are recognized as revenue when a player consumes the virtual currency in the game at that point of time. When virtual currency is consumed within the games, the player could “win” and would be awarded additional virtual currency. As the player does not receive any additional benefit from the Company’s games, nor is the player entitled to any additional rights once the player’s virtual currency is substantially consumed, the Company has concluded that the virtual currency represents consumable goods. For the sale of consumable virtual currency, the Company considers the control transferred, performance obligation is satisfied and recognizes revenue at the point upon consumption of virtual currencies for gameplay.
Since the Company is unable to distinguish between the consumption of purchased or free virtual currency, the Company must estimate the amount of outstanding purchased virtual currency at each reporting date based on player behavior. This review, performed on a game-by-game basis, includes an analysis of game players’ historical play behavior, purchase behavior, and the amount of virtual currency outstanding. Based upon this analysis, the Company has estimated the rate at which virtual currency is consumed during gameplay. Accordingly, revenue is recognized using a user-based revenue model using these estimated consumption rates. The Company monitors its analysis of customer play behavior on a historical basis.
Deferred revenue, which represents a contract liability, represents mostly unrecognized fees collected for virtual currency that are not consumed at the balance sheets date, or for players that are still active in the games.
Sales and other taxes collected from customers on behalf of governmental authorities are accounted for on a net basis and are not included in revenue or operating expenses.
Revenue from Advertisements
The Company also has relationships with certain advertising service providers for advertisements within its games and revenue from these advertising providers is generated through impressions, click-throughs, and banner ads. The Company has determined that displaying the advertisements within the mobile games is identified as a single performance obligation. The transaction price in advertising arrangements is established by the Company’s advertising service providers and is generally the product of the number of advertising units delivered (such as impressions and offers completed) and the contractually agreed-upon price per unit. Revenue from advertisements is recognized at a point-in-time when the advertisements are displayed in the game or the offer has been completed by the user as the customer simultaneously receives and consumes the benefits provided from these services. The Company has determined that it is generally acting as an agent in its advertising arrangements, because the advertising service providers (i) maintain the relationship with the customers, (ii) control the pricing of the advertising such that the Company does not know the total price paid by the customer to the service providers, and (iii) control the advertising product through the time the advertisements are displayed in the Company’s games. Therefore, the Company recognizes revenue related to these arrangements on a net basis.
| F-9 |
Disaggregation of Revenue
Substantially all of the Company’s games sell only consumable virtual currency and the Company recognized the revenue from sale of in-app purchase at the point of virtual currency consumed upon the game player’s action. The revenue from advertisements was recognized at the point the advertising unit delivered.
Contract Liabilities and Other Disclosures
The Company receives customer payments based on the payment terms established in the Company’s contracts. Payment for the purchase of virtual currency, such as coins, chips, and cards, is made at purchase, and such payments are non-refundable in accordance with the Company’s standard terms of service. Such payments are initially recorded as a contract liability, and revenue is subsequently recognized as the Company satisfies its performance obligations.
The following table summarizes the Company’s opening and closing balances in contract liabilities and accounts receivable:
SCHEDULE OF OPENING AND CLOSING BALANCES IN CONTRACT LIABILITIES AND ACCOUNTS RECEIVABLE
|
Accounts Receivable |
Contract Liabilities |
|||||||
| Balance as of June 30, 2024 | ||||||||
| Balance as of March 31, 2025 | ||||||||
Substantially all of the Company’s unsatisfied performance obligations relate to contracts with an original expected length of one year or less.
Cost of Revenue
Amounts recorded as cost of revenue relate to direct expenses incurred in order to generate in-app purchase revenue. Such costs are recorded as incurred, and primarily consist of fees withheld by the Company’s platform providers from the player proceeds received by the platform providers on the Company’s behalf, amortization of licensing and royalty fees, profit sharing arrangement paid to the game developers, customized design fees, and third-party service fees paid that are directly related to game publishing.
Advertising Costs
The cost of advertising is expensed as incurred,
and totaled $
Software Development Costs
The Company adopted ASC 985-20-25 on July 1, 2021. The Company reviews internal use software development costs associated with infrastructure and new games or significant updates to existing games to determine if the costs qualify for capitalizing. The development costs incurred during the application development stage are capitalized. Capitalization of such costs begins when the preliminary project stage is completed and ceases at the point in which the project is substantially complete and is ready for its intended purpose. The capitalization of development costs is recognized if, and only if, all of the following conditions are met: (i) technical feasibility to complete the games or internal use software so they will be available for use or sale; (ii) the intention to complete the games or internal use software and use them or sell them; (iii) ability to use or sell the games or internal use software, (iv) how the games or internal use software will generate probable future economic benefits; (v) the availability of proper technical, financial, and other resources to complete the development of the games or internal use software and to use them or sell them, and (vi) the ability to measure reliably the expenditure attributable to the games or internal use software during the development. With respect to new games or updates to existing games, the preliminary project stage remains ongoing until just prior to worldwide launch. The development costs of new games or updates to existing games are expensed as incurred to research and development in the unaudited condensed consolidated statements of comprehensive income.
| F-10 |
As of March 31, 2025 and June 30, 2024, the
Company capitalized $
The Company reviewed the development costs associated
with the new games and determined that the preliminary project stage had been completed during the nine months ended March 31, 2025 and
2024. Consequently, development costs of approximately and $
Government Grants
Government grants are recognized when there is reasonable assurance that the Company will comply with the conditions attached to them and the grants will be received. Government grants for the purpose of giving immediate financial support to the Company with no future related costs or obligation are recognized in “other income” in the Company’s unaudited condensed consolidated statements of comprehensive income when such grants are received.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash on hand, cash in banks, as well as highly liquid investments, which have original maturities of three months or less. The Company has not experienced any losses in bank accounts and believes it is not exposed to any risks on its cash in bank accounts.
Restricted Cash
As of March 31, 2025 and June 30, 2024, the
Company had restricted cash of $
Financial Instruments and Current Expected Credit Losses
Effective July 1, 2021, the Company adopted ASU 2016-13, “Financial Instruments — Credit Losses (Topic 326) — Measurement of Credit Losses on Financial Instruments,” using the modified retrospective approach for accounts receivable, loan to a related party and other current assets. The Company assessed that the impact of the adoption of ASU 2016-13 was nil as of July 1, 2021. This guidance replaced the “incurred loss” impairment methodology with an approach based on “expected losses” to estimate credit losses on certain types of financial instruments and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The guidance requires financial assets to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the cost of the financial asset to present the net carrying value at the amount expected to be collected on the financial asset.
The Company uses the length of time a balance
has been outstanding, the payment history, creditworthiness and financial conditions of the customers and industry trend as credit quality
indicators to monitor the Company’s receivables within the scope of expected credit losses model and use these as a basis to develop
the Company’s expected loss estimates. If there is strong evidence indicating that the accounts receivable are likely to be unrecoverable,
the Company also makes specific allowance in the period in which a loss is determined to be probable. Accounts receivable balances are
written off after all collection efforts have been exhausted. Historically, the credit losses for specific assessed accounts receivable
were
| F-11 |
Fair Value of Financial Instruments
The Company follows the provisions of FASB ASC Section 820, “Fair Value Measurements and Disclosures” (“ASC 820”). ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:
Level 1 — Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.
Level 2 — Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.
Level 3 — Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions market participants would use in pricing the asset or liability based on the best available information.
The carrying amounts reported in the balance sheet for cash and cash equivalents, restricted cash, accounts receivable, prepayments and advances to suppliers, accounts payable, deferred revenue and accrued expenses, and other current liabilities approximate their fair value based on the short-term maturity of these instruments. The Company believes that the carrying amount of the short-term loans approximate fair value based on the terms of the borrowings and current market rates as the rates of the borrowings are reflective of the current market rate.
Transfers into or out of the fair value hierarchy classifications are made if the significant inputs used in the financial models measuring the fair value of the assets and liabilities become unobservable or observable in the current marketplace. These transfers are considered to be effective as of the beginning of the period in which they occur. The Company did not transfer any assets or liabilities in or out of Level 2 and Level 3 during the nine months ended March 31, 2025 and 2024.
Accounts receivable
Accounts receivable are stated at the historical carrying amount net of an allowance for credit losses. An allowance for credit losses is established based on management’s assessment of the recoverability of accounts and other receivables. Judgment is required in assessing the realizability of these receivables, including the current credit worthiness of each customer and the related aging analysis. An allowance is provided for credit losses when management has determined that the likelihood of collection is doubtful. The carrying value of such receivables, net of expected credit loss and allowance for credit losses, represents its estimated realized value.
Advances to suppliers
The Company advances funds to certain game developers and certain suppliers for purchases of services. These advances are interest free, unsecured, and short term in nature and are reviewed periodically to determine whether their carrying value has become impaired. For the nine months ended March 31, 2025 and 2024, the Company did not record any allowance for credit loss on advanced to suppliers.
Equity Investments
FASB ASU 2016-01 (“ASU 2016-01”), Recognition and Measurement of Financial Assets and Financial Liabilities amends certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The main provisions require equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value through earnings unless they qualify for a measurement alternative.
| F-12 |
Equity investments without readily determinable fair values
The Company elected to record its equity investments without readily determinable fair values and not accounted for under the equity method at cost, less impairment, adjusted for subsequent observable price changes on a nonrecurring basis, and report changes in the carrying value of the equity investment in current earnings. Changes in the carrying value of the equity investments are required to be made whenever there are observable price changes in orderly transactions for the identical or similar investment of the same issuer. Reasonable efforts are required to be made to identify price changes that are known or that can reasonably be known.
Equity investments with readily determinable fair values
Equity investments with readily determinable fair values are measured and recorded at fair value using the market approach based on the quoted prices in active markets at the reporting date.
Equity investments accounted for using the equity method
The Company accounts for its equity investments
over which it has significant influence (usually
The Company’s equity investments without readily determinable fair values, which do not qualify for NAV practical expedient and over which the Company does not have the ability to exercise significant influence through the investments in common stock or in substance common stock, are accounted for under the measurement alternative (the “Measurement Alternative”) in accordance with ASU 2016-01, Financial Instruments—Overall (Subtopic 825-10)—Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). Under the Measurement Alternative, the carrying value is measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. All gains and losses on these investments, realized and unrealized, are recognized in others, net in the consolidated statements of operations and comprehensive income. The Company makes an assessment of whether an investment is impaired based on the performance and financial position of the investee as well as other evidence of market value at each reporting date. Such assessment includes, but is not limited to, reviewing the investee’s cash position, recent financing, as well as its financial and business performance. The Company recognizes an impairment loss equal to the difference between the carrying value and fair value in others, net in the consolidated statements of operations and comprehensive income if there is any. When the investments become qualified for use of the equity method, the Company remeasures the previously held interest in the investments at fair value, if any observable price changes in orderly transactions identified for an identical or a similar investment, immediately before it applies the equity method, in accordance with ASU 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323).
Plant and equipment, net
Plant and equipment are recorded at cost. Depreciation is provided in amounts sufficient to recognize the cost of the related assets over their useful lives using the straight-line method, as follows:
SCHEDULE OF PLANT AND EQUIPMENT
| Category | Estimated useful lives | Residual value | ||||
| Electronic equipment | % | |||||
| Transportation equipment | % | |||||
The Company charges maintenance, repairs, and minor renewals directly to expenses as incurred; major additions and betterments are capitalized.
| F-13 |
Intangible assets, net
Intangible assets acquired are recorded at cost less accumulated amortization. Amortization is provided in amounts sufficient to recognize the cost of the related assets over their useful lives using the straight-line method, as follows:
SCHEDULE OF INTANGIBLE ASSETS USEFUL LIFE
| Useful life | |||
| Developed games | |||
| Royalties | |||
| Copyright |
The estimated useful lives of amortizable intangible assets are reassessed if circumstances occur that indicate the original estimated useful lives have changed.
Impairment of long-lived assets
Long-lived assets are evaluated for impairment whenever events or changes in circumstances (such as significant adverse changes to market conditions that will impact the future use of the assets) indicate that the carrying amount may not be fully recoverable or that the remaining useful life is shorter than the Company had originally estimated. When these events occur, the Company evaluates the impairment by comparing the carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Company recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. impairment charge was recognized for the nine months ended March 31, 2025 and 2024.
Deferred offering costs
The Company complies with the requirements of
the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering.” Offering
costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public
Offering and that were charged to shareholders’ equity upon the completion of the Public Offering. Should the Public Offering prove
to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. As of March 31,
2025 and June 30, 2024, the Company capitalized and $
Accounts payable
Accounts payable are primarily payables to game developers for the profit sharing, specialized development expenses, and promotional service to channels.
Related Parties
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other parties or exercise significant influence over the other parties in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or significant influence, such as a family member or relative, stockholder, or a related corporation.
Leases
From July 1, 2021, the Company adopted Accounting Standards Update (“ASU”) 2016-02, Lease (FASB ASC Topic 842). The adoption of Topic 842 resulted in the presentation of operating lease right-of-use assets and operating lease liabilities on the consolidated balance sheet. The Company has elected the package of practical expedients, which allows the Company not to reassess (1) whether any expired or existing contracts as of the adoption date are or contain a lease, (2) lease classification for any expired or existing leases as of the adoption date and (3) initial direct costs for any expired or existing leases as of the adoption date. Lastly, the Company elected the short-term lease exemption for all contracts with lease terms of 12 months or less.
| F-14 |
At the inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for a consideration. To assess whether a contract is or contains a lease, the Company assesses whether the contract involves the use of an identified asset, whether it has the right to obtain substantially all the economic benefits from the use of the asset and whether it has the right to control the use of the asset.
Income taxes
The Company accounts for income tax under FASB
ASC Section 740 which utilizes the asset and liability method, which requires recognition of deferred tax assets and liabilities
for the expected future tax consequences of the differences between financial statement carrying amounts of assets and liabilities versus
the tax basis of assets and liabilities. Deferred tax assets are also provided for carryforward losses which can be used to offset future
taxable income. Deferred income taxes will be recognized if significant temporary differences between tax and financial statements occur.
A valuation allowance is established against net deferred tax assets when it is more likely than not that some portion or all of the net
deferred tax asset will not be realized. The Company provided negative $
The Company continually evaluates expiring statutes
of limitations, audits, proposed settlements, changes in tax law, and new authoritative rulings. An uncertain tax position is recognized
as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax
examination being presumed to occur. The amount recognized is the largest amount of tax benefit that has a greater than 50% likelihood
of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded.
Penalties and interest related to underpayment of income taxes for uncertain tax positions are classified as income tax expenses in the
period incurred.
Under the Provisional Regulations of the PRC Concerning
Income Tax on Enterprises promulgated by the PRC, income tax is payable by enterprises at a rate of
Under the provisions of profits tax enacted in
Hong Kong, profits tax is payable by enterprises at a rate of half the current rate (i.e.,
Under the provisions of profits tax enacted in
Singapore, tax on the taxable income as reported in its statutory financial statements is adjusted in accordance with relevant Singapore
tax laws.
Value added tax (“VAT”)
The Company’s PRC subsidiaries are subject
to VAT, but the Company’s PRC subsidiaries primarily only provide services to overseas entities, which is exempt from VAT. Revenue
represents the invoiced value of goods and services, net of VAT. VAT is based on the gross sales price and VAT rates range from
| F-15 |
Foreign currency translation
The Company has operations in mainland China, Hong Kong, Singapore and other jurisdictions generally use their respective local currencies as their functional currencies. The Company’s unaudited condensed consolidated financial statements have been translated into the reporting currency of the U.S. dollar. Assets and liabilities of the Company are translated at the exchange rate at each reporting period end date. Equity is translated at the historical exchange rates when the transaction occurred. Income and expense accounts are translated at the average rate of exchange during the reporting period. The resulting translation adjustments are reported in other comprehensive income (loss). Gains and losses resulting from other foreign currency transactions are reflected in the results of operations.
The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into U.S. dollars at the rates used in translation. The following table outlines the currency exchange rates that were used in creating the unaudited condensed consolidated financial statements in this report:
SCHEDULE OF FOREIGN CURRENCY TRANSLATION
| March 31, 2025 |
June 30, 2024 |
|||||
| Balance sheet items, except for equity accounts | $1=RMB |
$1=RMB |
| For the Nine Months Ended March 31 |
||||||
| 2025 | 2024 | |||||
| Items in the statements of income and cash flows | $1=RMB |
$1=RMB |
||||
Comprehensive income
Comprehensive income consists of two components, net income and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains, and losses that under U.S. GAAP are recorded as an element of shareholders’ equity but are excluded from net income. Other comprehensive income (loss) consists of foreign currency translation adjustments resulting from the Company not using the U.S. dollar as its functional currency.
Credit risk and concentrations of customers and suppliers
Financial instruments that potentially subject
the Company to significant concentrations of credit risk consist primarily of cash and accounts receivable. As of March 31, 2025 and June 30,
2024, $
| F-16 |
Accounts receivable are typically unsecured and derived from revenue earned from customers, and are thereby exposed to credit risk. The risk is mitigated by the Company’s assessment of its customers’ creditworthiness and its ongoing monitoring of outstanding balances.
Apple and Google are significant distribution,
marketing, promotion, and payment platforms for the Company’s games. A significant portion of the Company’s revenue has been
generated from players who access the Company’s games through these platforms. Therefore, the Company’s accounts receivable
are derived mainly from sales through these two platforms. As of March 31, 2025, Apple and Google accounted for approximately
Accounts receivable are recorded at their transaction amounts and do not bear interest. The Company bases its allowance for credit losses on management’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable based on historical collection experience and current and expected future economic and market conditions.
As of March 31, 2025, two suppliers accounted
for
Basic earnings per share are computed by dividing net income attributable to ordinary shareholders, taking into consideration the deemed dividends to preferred shareholders (if any), by the weighted average number of ordinary shares outstanding during the year using the two-class method. Under the two-class method, net income is allocated between ordinary shares and other participating securities based on their participating rights. Shares issuable for little to no consideration upon the satisfaction of certain conditions are considered outstanding shares and included in the computation of basic earnings per share as of the date that all necessary conditions have been satisfied. Net losses are not allocated to other participating securities if based on their contractual terms they are not obligated to share the losses.
The Company’s convertible preferred shares are participating securities, as they have contractual non-forfeitable right to participate in distributions of earnings. The convertible preferred shares have no contractual obligation to fund or otherwise absorb the Company’s losses. Accordingly, any undistributed net income is allocated on a pro rata basis to ordinary shares and convertible preferred shares; whereas any undistributed net loss is allocated to ordinary shares only.
Diluted earnings per share is calculated by dividing net income attributable to ordinary shareholders, as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the year. Ordinary equivalent shares consist of ordinary shares issuable upon the conversion of the convertible preferred shares, using the if-converted method, and shares issuable upon the exercise of share options using the treasury stock method. Ordinary equivalent shares are not included in the denominator of the diluted earnings per share calculation when the inclusion of such share would be anti-dilutive.
Recent accounting pronouncements
In November 2023, the FASB issued ASU 2023-07, which modifies the disclosure and presentation requirements of reportable segments. The new guidance requires the disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit and loss. In addition, the new guidance enhances interim disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, provides new segment disclosure requirements for entities with a single reportable segment, and contains other disclosure requirements. The update is effective for annual periods beginning after December 15, 2023, and interim periods within years beginning after December 15, 2024, with early adoption permitted. The Company does not expect that the adoption of ASU 2023-07 will have a material impact on its consolidated financial statements disclosures.
| F-17 |
In December 2023, the FASB issued ASU 2023-09, Improvement to Income Tax Disclosure. This standard requires more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This standard also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for public business entities, for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025. The Company is in the process of evaluating the impact of adopting this new guidance on its consolidated financial statement.
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40), to improve the disclosures about an entity’s expenses including more detailed information about the types of expenses in commonly presented expense captions (“ASU 2024-03”). In January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). At each interim and annual reporting period, entities will disclose in tabular format disaggregating information about prescribed categories underlying relevant income statement captions, as well as the total amount of selling expense and a description of the composition of its selling expense. ASU 2024-03, as clarified by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The Company will adopt the amendments in this ASU for its fiscal year beginning on January 1, 2027. The Company is in the process of evaluating the impact of adopting this new guidance on its consolidated financial statement.
Other accounting standards that have been issued by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent standards that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures.
Note 3 — ACCOUNTS RECEIVABLE
As of March 31, 2025 and June 30, 2024, the
balance of accounts receivable amounted to $
Note 4 — ADVANCED TO SUPPLIERS
SCHEDULE OF ADVANCED TO SUPPLIERS
| As of | ||||||||
| March 31, 2025 | June 30 2024 | |||||||
| Advanced to suppliers-third parties | $ | $ | ||||||
| Advanced to suppliers-related parties | $ | |||||||
| Total advanced to suppliers | $ | $ | ||||||
For the nine months ended March 31, 2025 and 2024, the Company assessed its collectability and did not provide any allowance for credit losses since the Company expected the suppliers to fulfill their obligations in the short term.
| F-18 |
Note 5 — PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets consisted of the following:
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS
March 31, 2025 | June 30 2024 | |||||||
| As of | ||||||||
March 31, 2025 | June 30 2024 | |||||||
| Prepaid expenses | $ | $ | ||||||
| Rental and other deposits | ||||||||
| Accounts receivable collected by other third parties | ||||||||
| Others | ||||||||
| Total prepaid expenses and other current assets | $ | $ | ||||||
The Company assessed the collectability of prepaid
expenses and other current assets, and the Company did not provide any allowance for credit losses. As of the date of these financial
statements, approximately
Note 6 — EQUITY INVESTMENTS
Equity investments consisted of the following:
SCHEDULE OF EQUITY INVESTMENTS
| As of | ||||||||
March 31, 2025 | June 30, 2024 | |||||||
| Investment in Ningbo Meishan Bonded Logistics Park Sharing Huixin Venture Capital Partnership (Limited Partnership) (“Ningbo Huixin LP”) | $ | $ | ||||||
| Investment in Chongqing Xiangyou Xingjie Private Equity Investment Fund Partnership (Limited Partnership) (“Chongqing Xiangyou LP”) | ||||||||
| Investment in Wuhan Huiyu Technology Co., Ltd. (“Wuhan Huiyu”) | ||||||||
| Investment in Beijing Jiaqiwan Technology Co., Ltd. (“Beijing Jiaqiwan”) | ||||||||
| Total equity investment | $ | $ | ||||||
(a) Investment in Ningbo Huixin LP
Ningbo Huixin LP engages in investing primarily
in game development companies. In September 2021, the Company entered into the Ningbo Huixin LP Partnership Agreement (the “Huixin
LP Agreement”) with Ningbo Huixin LP and its general partner to acquire
(b) Investment in Chongqing Xiangyou LP
Chongqing Xiangyou LP engages in investing primarily
in game development companies. In October 2021, the Company entered into the Chongqing Xiangyou LP Partnership Agreement (the “Xiangyou
Agreement”) with Chongqing Xiangyou LP and its general partner to acquire
| F-19 |
(c) Investment in Wuhan Huiyu
Wuhan Huiyu engages in developing mobile gaming applications. In January 2021, the Company entered into a share purchase agreement, with the founder team of Wuhan Huiyu to acquire % of Wuhan Huiyu. During the year ended June 30, 2022, the Company invested $ (RMB million) in Wuhan Huiyu. The Company accounts for its investment in Wuhan Huiyu under the equity method of accounting. For the nine months ended March 31, 2025 and 2024, the Company recognized investment loss of $ and investment income of $, respectively. For the nine months ended March 31, 2025 and 2024, the Company did t recognize any impairment loss for the investment in Wuhan Huiyu.
(d) Investment in Beijing Jiaqiwan
Beijing Jiaqiwan engages in developing mobile gaming applications. In June 2020, the Company entered into a share purchase agreement to incorporate and acquire % of Beijing Jiaqiwan. During the year ended June 30, 2022, the Company invested $ (RMB million) in Beijing Jiaqiwan. The Company accounts for its investment in Beijing Jiaqiwan at cost under the measurement alternative.
For the nine months ended March 31, 2025 and 2024, the Company did not receive any dividends from all the above investments.
Note 7 — PLANT AND EQUIPMENT, NET
Plant and equipment, net, consisted of the following:
SCHEDULE OF PLANT AND EQUIPMENT, NET
| March 31, 2025 | June 30, 2024 | |||||||
| As of | ||||||||
| March 31, 2025 | June 30, 2024 | |||||||
| Electronic equipment | $ | $ | ||||||
| Transportation equipment | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Plant and equipment, net | $ | $ | ||||||
Depreciation expenses were $
Depreciation expenses were $
For the nine months ended March 31, 2025 and 2024,
the Company did
Note 8 — INTANGIBLE ASSETS, NET
The following is a summary of intangible assets as of March 31, 2025 and June 30, 2024:
SCHEDULE OF INTANGIBLE ASSETS
| March 31, 2025 | June 30, 2024 | |||||||
| As of | ||||||||
| March 31, 2025 | June 30, 2024 | |||||||
| Royalty | $ | $ | ||||||
| Developed games | ||||||||
| Copyright | ||||||||
| Total intangible assets | ||||||||
| Less: accumulated amortization | ( | ) | ( | ) | ||||
| Intangible assets, net | $ | $ | ||||||
| F-20 |
Amortization expenses were $
Amortization expenses were $
Note 9 — LEASES
Leases are classified as operating leases or finance leases in accordance with FASB ASC 842. The Company’s operating leases are principally for office facilities. For leases with terms greater than 12 months, the Company records the related right-of-use asset and lease liability at the present value of lease payments over the term. The right-of-use asset is amortized over the life of the lease on a straight-line basis. Certain leases include rental escalation clauses, renewal options, and/or termination options, which are factored into the Company’s determination of lease payments when appropriate. The Company’s lease agreements do not provide a readily determinable implicit rate nor is it available to the Company from its lessors. Instead, the Company estimates its incremental borrowing rate based on long-term interest rates published by the People’s Bank of China in order to discount lease payments to present value.
As of March 31, 2025, the weighted average remaining
lease term was
The Company’s lease costs are included within
the cost of revenue and administrative expenses on the consolidated statements of operations. For the nine months ended March 31, 2025
and 2024, the lease cost were $
For the nine months ended March 31, 2025 and 2024,
amortization of the operating lease right-of-use assets amounted to $
Supplemental balance sheet information related to operating leases was as follows:
The table below presents the operating lease related assets and liabilities recorded on the balance sheets.
SCHEDULE OF OPERATING LEASE RELATED ASSETS AND LIABILITIES
March 31, 2025 | June 30, 2024 | |||||||
| As of | ||||||||
March 31, 2025 | June 30, 2024 | |||||||
| Operating lease right-of-use assets | $ | |||||||
| Operating lease right-of-use assets, accumulated amortization | ( | ) | ( | ) | ||||
| Operating lease right-of-use assets, net | $ | |||||||
| Operating lease liabilities, current | ||||||||
| Operating lease liabilities, non-current | ||||||||
| Total operating lease liabilities | $ | |||||||
The future undiscounted aggregate minimum lease payments under non-cancellable operating leases were as follows as of March 31, 2025:
SCHEDULE OF MINIMUM LEASE PAYMENTS
| Year ended March 31, | Amount | |||
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| Total undiscounted future minimum lease payments | ||||
| Less: Amounts representing interest | ||||
| Total present value of operating lease liabilities | ||||
| Less: current portion of operating lease liabilities | ||||
| Non-current portion of operating lease liabilities | $ | |||
| F-21 |
Note 10 — TAXES
Taxes payable consisted of the following:
SCHEDULE OF TAXES PAYABLE
| As of | ||||||||
| March 31, 2025 |
June 30, 2024 |
|||||||
| Corporate income taxes payable | ||||||||
| Individual income taxes payable | ||||||||
| Total taxes payable | $ | $ | ||||||
Cayman
The Company and Gamehaus Inc. are incorporated in the Cayman Islands and are not subject to income taxes under the current laws of the Cayman Islands.
BVI
Joypub is incorporated in the BVI and is not subject to income taxes under the current laws of the BVI.
Singapore
Gamehaus SG is incorporated in Singapore and is subject to Singapore Corporate Tax. pretax income was generated in Singapore for the nine months ended March 31, 2025 and 2024.
Hong Kong
Gamehaus HK, Gamepromo, Dataverse, and Avid.ly
are companies registered in Hong Kong and are subject to the following corporate income tax rate:
PRC
Under the PRC Enterprise Income Tax Law,
| F-22 |
| i) | The components of the income tax expenses were as follows: |
SCHEDULE OF INCOME TAX PROVISION (BENEFIT)
For the March 31, | ||||||||
| 2025 | 2024 | |||||||
| Current income tax expenses | $ | $ | ||||||
| Total | $ | $ | ||||||
| ii) | The following table summarizes net deferred tax assets resulting from differences between the financial accounting basis and tax basis of assets and liabilities: |
SCHEDULE OF NET DEFERRED TAX ASSETS
| As of | ||||||||
March 31, 2025 | June 30, 2024 | |||||||
| Deferred tax assets: | ||||||||
| Net operating loss carried forward | ||||||||
| Deferred tax asset for net operating loss carried forward | ||||||||
| Total deferred tax assets | ||||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Deferred tax assets, net of valuation allowance | $ | $ | ||||||
As the PRC does not allow the filing of consolidated tax returns, the deferred taxes relate to separate entities that file their own tax returns and therefore could not be offset with each other. A reconciliation between the Company’s actual provision for income taxes and the provision at the PRC mainland statutory rate is as follows:
SCHEDULE OF RECONCILIATION OF INCOME TAX EXPENSES
For the Nine Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Income before income tax expenses | ||||||||
| Computed income tax expenses with statutory tax rate | ||||||||
| Differential income tax rates applicable to certain entities | ( | ) | ( | ) | ||||
| Additional deduction for research and development expenses | ( | ) | ( | ) | ||||
| Effect of permanent differences | ( | ) | ( | ) | ||||
| Changes in valuation allowance | ||||||||
| Others | ( | ) | ||||||
| Income tax expenses | ||||||||
The Company continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law, and new authoritative rulings. As of March 31, 2025, the tax years ended December 31, 2022 through December 31, 2024 for the Company’s PRC subsidiaries, remain open for statutory examination by PRC tax authorities.
As of March 31, 2025 and June 30, 2024, the
Company had net operating loss carryforwards of approximately $
| F-23 |
As of March 31, 2025, net operating loss carryforwards were expected to expire, if unused, in the following amounts:
SCHEDULE OF OPERATING LOSS CARRYFORWARDS
2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Total | $ |
SCHEDULE OF NET INCOME PET SHARE BASIC AND DILUTED
| For the Nine Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Numerator: | ||||||||
| Net income | $ | $ | ||||||
| Less: net income attributable to non-controlling interest | ( | ) | ||||||
| Net income attributable to Gamehaus Holdings Inc’s shareholders | $ | $ | ||||||
| Denominator: | ||||||||
| Weighted average number of ordinary shares* | ||||||||
| Net income attributable to Gamehaus Holdings Inc’s shareholders per share | ||||||||
| Basic and diluted | ||||||||
| * |
Note 12 — CONCENTRATION OF MAJOR CUSTOMERS AND SUPPLIERS
Apple and Google are significant distribution,
marketing, promotion, and payment platforms for the Company’s games. A significant portion of the Company’s revenue has been
generated from players who accessed the Company’s games through these platforms. Therefore, the Company’s accounts receivable
are derived mainly from sales through these two platforms. A significant portion of the Company’s revenue has been generated from
players who accessed the Company’s games through these platforms but no customer accounts for a significant portion of its revenue.
As of March 31, 2025, Apple and Google accounted for approximately
Accounts receivable are recorded at their transaction amounts and do not bear interest. The Company bases its allowance for credit losses on management’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable based on historical collection experience and current and expected future economic and market conditions.
As of March 31, 2025, two suppliers accounted
for
| F-24 |
Note 13 — SHAREHOLDERS’ EQUITY
Gamehaus was established under the laws of the
Cayman Islands on July 20, 2023. The authorized share capital of the Company is $
Reverse recapitalization
On January 24, 2025, Gamehaus consummated the business combination with Golden Star and Gamehaus Inc., following the approval at an extraordinary general meeting of Golden Star’s shareholders on January 20, 2025. As a result of the business combination, (i) Gamehaus Inc. became a direct, wholly owned subsidiary of Gamehaus, and (ii) Golden Star became a direct, wholly owned subsidiary of Gamehaus, with the outstanding securities of Gamehaus Inc. and Golden Star being converted into the right to receive securities of Gamehaus.
Gamehaus Inc. was determined to be the accounting acquirer, as it effectively controlled the combined entity following the transaction. The transaction did not qualify as a business combination under ASC 805, because Golden Star did not meet the definition of a business. The transaction was accounted for as a reverse recapitalization. The pre-combination net liabilities of Golden Star were primarily non-operating liabilities. Under reverse recapitalization accounting, the assets and liabilities of Golden Star were recorded at their historical cost. Gamehaus Inc. was determined as the accounting acquirer and the historical financial statements of Gamehaus Inc. became the Company’s historical financial statements, with retrospective adjustments to give effect of the reverse recapitalization.
In addition, there were offering cost incurred
for public offering, which were settled by cash of $
Note 14 — RELATED PARTY TRANSACTIONS
The table below sets forth major related parties of the Company and their relationships with the Company:
SCHEDULE OF MAJOR RELATED PARTIES
| Entity or individual name | Relationship with the Company | |
| Feng Xie | Founder and controlling shareholder of the Company | |
| Wuhan Huiyu | Investee of the Company | |
| Shanghai Dongying Network Technology Co., Ltd. (“Shanghai Dongying”) | Investee of the Company | |
| Mobile Motion Co., Limited (“Mobile Motion”) | Wholly-owned subsidiary of investee of the Company |
| (a) | The Company entered into the following related party transactions: |
The Company invested in companies engaged in mobile game development and required the royalty right of the games from such investees to distribute on third-party platforms. The Company typically pays one-time royalties, continues to share profits, and/or pays customized design fees to such investees.
| F-25 |
SCHEDULE OF ROYALTY FEE AND SERVICE FROM RELATED PARTIES
| For the Nine Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Royalty fee and service from related parties | ||||||||
| Wuhan Huiyu | $ | $ | ||||||
| Shanghai Dongying | ||||||||
| Mobile Motion | ||||||||
| Total | $ | $ | ||||||
| Royalty fee and service from related parties | $ | $ | ||||||
| 1) | The Company entered into an exclusive game agency agreement with Wuhan Huiyu in January 2020. |
| 2) | The Company entered into a technology development agreement with Shanghai Dongying in January 2021 to customize design the game. During the year ended June 30, 2024, the Company entered supplementary agreement with Shanghai Dongying regarding the profit-sharing policy. Pursuant to supplementary agreement, the Company shares |
| 3) | The Company entered into an exclusive game agency agreement with Mobile Motion in January 2021. |
| (b) | The Company had the following significant related party balances: |
Advanced to Suppliers — related parties
As of March 31, 2025 and June 30, 2024, advanced to suppliers - related parties, consisted as following:
SCHEDULE OF ADVANCED TO SUPPLIERS - RELATED PARTIES
| As of | ||||||||
| March 31, 2025 | June 30, 2024 | |||||||
| Wuhan Huiyu | $ | $ | ||||||
| Shanghai Dongying | ||||||||
| Mobile Motion | ||||||||
| Total | $ | $ | ||||||
| Advanced to suppliers - related parties | $ | $ | ||||||
Due to related party
As of March 31, 2025 and June 30, 2024, the
Company had a due to related party balance of and $
Note 15 — COMMITMENTS AND CONTINGENCIES
Commitments
The total future minimum lease payments including the agreed property management fee under the non-cancellable operating lease with respect to the office as of March 31, 2025 are payable as follows:
SCHEDULE OF CONTRACTUAL OBLIGATIONS
| Contractual Obligations as of March 31, 2025 | Lease Commitment | |||
| Within one year | $ | |||
| Within two to three years | $ | |||
| Total | $ | |||
Contingencies
The Company may be involved in various legal proceedings, claims, and other disputes arising from the commercial operations, employees, and other matters which, in general, are subject to uncertainties and in which the outcomes are not predictable. The Company determines whether an estimated loss for a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. The Company was not aware of any litigation, lawsuits, or claims as of March 31, 2025.
Note 16 — SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the date of issuance of the unaudited condensed consolidated financial statements, and did not identify any other subsequent events with material financial impact on the Company’s unaudited condensed consolidated financial statements.
| F-26 |
Exhibit 99.2
GAMEHAUS HOLDINGS INC.
UNAUDITED BALANCE SHEET
| As of December 31, 2024 | ||||
| ASSETS | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 60,227 | ||
| Total current assets | 60,227 | |||
| TOTAL ASSETS | $ | 60,227 | ||
| LIABILITIES AND SHAREHOLDER’S DEFICIT | ||||
| Current liabilities: | ||||
| Due to related parties | $ | 61,000 | ||
| Total current liabilities | 61,000 | |||
| TOTAL LIABILITIES | 61,000 | |||
| Commitment and contingencies | ||||
| Shareholder’s deficit: | ||||
| Ordinary shares, par value $0.0001, authorized 500,000,000 ordinary shares, 1 share issued and outstanding | - | |||
| Additional paid-in capital | - | |||
| Accumulated deficit | (773 | ) | ||
| Total shareholder’s deficit | (773 | ) | ||
| TOTAL LIABILITIES AND SHAREHOLDER’S DEFICIT | $ | 60,227 | ||
GAMEHAUS HOLDINGS INC.
UNAUDITED STATEMENT OF OPERATIONS
For the Six Months Ended December 31, 2024 | ||||
| Operating expenses: | ||||
| General and administrative expenses | $ | 1,744 | ||
| Loss from operations | (1,744 | ) | ||
| Other income: | ||||
| Interest income | 971 | |||
| Total other income | 971 | |||
| Loss before income taxes | (773 | ) | ||
| Income tax expenses | - | |||
| NET LOSS | $ | (773 | ) | |
| Basic and diluted weighted average shares outstanding | 1 | |||
| Basic and diluted net loss per share | $ | (773 | ) | |
Exhibit 99.3
Gamehaus Holdings Inc. Announces Interim Financial Results for the First Nine Months of Fiscal 2025 Ended March 31, 2025
SHANGHAI, May 19, 2025 /PRNewswire/ -- Gamehaus Holdings Inc. (“Gamehaus” or the “Company”) (Nasdaq: GMHS), a technology-driven mobile game publisher, today announced its interim financial results for the first nine months of fiscal year 2025 ended March 31, 2025.
First Nine Months of Fiscal Year 2025 Financial Highlights
| ● | Total revenue was US$87.4 million, representing a 23.1% decrease from US$113.6 million in the same period of last fiscal year. In-app purchases contributed US$78.5 million, while advertising revenue reached US$8.9 million. |
| ● | Total operating costs and expenses were US$85.4 million, representing a 20.6% reduction from US$107.5 million in the same period of last fiscal year. |
| ● | Net income was US$2.3 million, down from US$6.0 million in the same period of last fiscal year. |
First Nine Months of Fiscal Year 2025 Operating Highlights
| In thousands, except percentages | For the Nine Months Ended March 31, | |||||||
| 2025 | 2024 | |||||||
| Average MAUs1 | 3,887 | 4,431 | ||||||
| Average DAUs2 | 719 | 879 | ||||||
| ARPDAU3 | 0.337 | 0.359 | ||||||
| Average DPUs4 | 15 | 20 | ||||||
| Average Daily Payer Conversion Rate5 | 2.1% | 2.3% | ||||||
| Average 7D Retention Rate6 | 10.1% | 10.9% | ||||||
1 Average Monthly Active Users, or Average MAUs, is defined as the number of individual users who play a game during a particular month.
2 Average Daily Active Users, or Average DAUs, is defined as the number of individual users who play a game on a particular day.
3 Average Revenue Per Daily Active User, or ARPDAU, is calculated by dividing revenue generated during a specific period by the Average DAU for that period, then further dividing by the number of days in the period.
4 Average Daily Paying Users, or Average DPUs, is defined as the number of individuals who made a purchase in a game during a particular day.
5 Average Daily Payer Conversion Rate is calculated by dividing Average DPU for a specific period by the Average DAU for that period.
6 Average Day Seven Retention Rate is calculated by dividing the number of new users who continue using the app on the seventh day after installation for a specific period by the total number of new users for that period.
| ● | The year-over-year declines in key operating metrics were primarily due to the natural lifecycle progression of several legacy titles that have entered a mature stage. In response, the Company strategically reduced user acquisition spending for these mature games, which led to a decrease in both active users and paying users. Monetization efficiency also declined, leading to lower average revenue per user and reduced payment conversion rates. |
| ● | The decrease in user retention remained within normal fluctuation ranges and was mainly attributable to a lower allocation of marketing budget toward acquiring high-value users. |
| ● | To mitigate these trends, the Company is actively collaborating with development partners to introduce new monetization initiatives and enhance operational content aimed at improving monetization performance across its existing portfolio. |
| ● | In addition, several new titles are undergoing testing and optimization, with broader promotional efforts planned upon their full launch to help restore the Company’s user scale. |
Mr. Feng Xie, the Company’s founder, Director and Chairman, commented: “We are pleased to report our earnings results for the first time as a public company and would like to express our sincere gratitude to the investors who have supported us throughout this journey. During the first nine months of fiscal 2025, as our legacy game titles continue to contribute revenue, we have begun to explore multiple business models such as “Game Architecture Model”, and are looking for potential in-depth cooperation opportunities. Our results in the first nine months of fiscal 2025 reflect the challenges we faced in the process of seeking long-term, high-quality and sustainable development. Looking ahead, we are confident in our ability to create sustained shareholder value by combining disciplined execution with product-led growth, while broadening our presence in both established and high-growth international markets.”
First Nine Months of Fiscal Year 2025 Financial Results
Revenue
Total revenue was US$87.4 million for the first nine months of fiscal year 2025, a decrease of 23.1% from US$113.6 million in the same period of last fiscal year.
| ● | In-app purchases decreased by 23.8% year over year to US$78.5 million for the first nine months of fiscal year 2025 from US$103.0 million in the same period of last fiscal year, mainly driven by a strategic reduction in user acquisition spending. As the Company adjusted its marketing approach in response to evolving platform dynamics and competitive market conditions throughout the first nine months of fiscal year 2025, the Company’s advertising costs decreased by 19.7% year over year during the period. Additionally, as generative AI and other emerging technologies reshape the mobile gaming landscape, the Company is working closely with development partners to integrate these innovations into game design and monetization strategies. As part of this transition, the Company also deferred large-scale marketing campaigns for selected titles to better align with long-term product and profitability goals. | |
| ● | Advertising revenue was US$8.9 million for the first nine months of fiscal year 2025, compared to US$10.6 million in the same period of last fiscal year. The reduction in the Company’s advertising investment during the period impacted overall traffic and exposure levels, which in turn affected advertising monetization performance. Despite this, the Company successfully mitigated the extent of the revenue decline by rolling out new in-game content and features that helped sustain player engagement and retention. These efforts supported continued monetization opportunities within the existing user base and reflect the Company’s focus on operational efficiency and product-driven growth amid shifting market dynamics. |
Operating Costs and Expenses
Total operating costs and expenses totaled US$85.4 million for the first nine months of fiscal year 2025, a reduction of 20.6% from US$107.5 million in the same period of last fiscal year.
| ● | Cost of revenue decreased by 25.1% year over year to US$41.4 million during the first nine months of fiscal year 2025 from US$55.2 million in the same period of last fiscal year, reflecting lower platform fees, reduced profit-sharing payments to game developers, and a decline in customized design fees. |
| ● | Research and development expenses were US$4.3 million in the first nine months of fiscal year 2025, an increase of 13.8% year over year from US$3.7 million in the same period of last fiscal year. The increase was mainly attributable to the Company’s strategic collaboration with several game developers during the early stages of game development. |
| ● | Selling and marketing expenses decreased by 19.7% year over year to US$36.6 million during the first nine months of fiscal year 2025 from US$45.6 million in the same period of last fiscal year, primarily due to a US$8.6 million reduction in advertising costs related to player acquisition and retention. This decrease reflects the Company’s strategic decision to scale back promotional spending in response to volatile ad placement performance across major platforms, as well as to optimize marketing efficiency for mature titles. |
| ● | General and administrative expenses were US$3.1 million for the first nine months of fiscal year 2025, an increase of 7.0% year over year from US$2.9 million in the same period of last fiscal year, primarily driven by higher salary expenses, professional service fees, and travel costs. These increases were largely associated with activities supporting the Company’s public listing preparation, including enhancements to corporate governance, financial reporting, and investor relations functions. |
Operating Income
Operating income was US$2.0 million for the first nine months of fiscal year 2025, compared to US$6.1 million in the same period of last fiscal year. Operating margin was 2.3% during the first nine months of fiscal year 2025, compared to 5.4% in the same period of last fiscal year.
Other Income (Expenses), Net
Other income (expenses), net, which mainly included the Company’s non-operating income and expenses, interest income and expenses, investment income, and other income and expenses, was US$0.5 million for the first nine months of fiscal year 2025, compared to US$0.2 million in the same period of last fiscal year.
Net Income
Net income was US$2.3 million for the first nine months of fiscal year 2025, compared to US$6.0 million in the same period of last fiscal year. Net income per ordinary share was US$0.04 for the first nine months of fiscal year 2025, compared to US$0.11 in the same period of last fiscal year.
Cash and Cash Equivalents
Cash and cash equivalents were US$15.7 million as of March 31, 2025, compared to US$18.8 million as of June 30, 2024, which the Company believes is sufficient to meet its current liquidity and working capital needs.
Net Cash Generated From Operating Activities
Net cash provided by operating activities was US$0.8 million for the first nine months of fiscal year 2025, compared with US$3.7 million in the same period of last fiscal year.
Business Outlook
For the fourth quarter of fiscal year 2025 ending June 30, 2025, the Company expects its total revenue to be in the range of approximately US$27.5
million to US$30 million. This forecast reflects the Company’s current and preliminary view of its expected financial performance
for the fourth quarter of fiscal year 2025 and is subject to change.
Conference Call Information
The management team of Gamehaus will host a conference call at 08:00 A.M. Eastern Time on Monday, May 19, 2025 (08:00 P.M. Beijing/Hong Kong time on the same day) to discuss the financial results. In advance of the conference call, all participants must use the following link to complete the online registration process. Upon registering, each participant will receive access details for this conference including a conference passcode, a unique PIN number (personal access code), dial-in numbers, and an e-mail with detailed instructions to join the conference call.
Participant Online Registration: https://dpregister.com/sreg/10199786/ff24367338
A live and archived webcast of the conference call will be available on the Company’s Investor Relations website at https://ir.gamehaus.com/.
About Gamehaus
Gamehaus Holdings Inc. is a technology-driven mobile game publisher dedicated to nurturing partnerships with small- and medium-sized game developers to amplify their success. “You make successful games. We make games successful” is the company’s mantra, encapsulating its commitment to transforming potential into prosperity through data-driven monetization support and optimizing game publishing solutions. For more information, please visit https://ir.gamehaus.com/.
Forward-Looking Statements
Certain statements in this announcement are forward-looking statements, including, but not limited to, the Company’s business plan and outlook. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that may affect its financial condition, results of operations, business strategy and financial needs. Investors can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may”, or other similar expressions in this press release. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results due to various risks and uncertainties, including but not limited to those described under the ‘Risk Factors’ section in the Company’s most recent filings with the U.S. Securities and Exchange Commission.
Investor Relations Contact
Gamehaus Holdings Inc.
Investor Relations Team
Email: IR@Gamehaus.com
The Blueshirt Group
Mr. Jack Wang
Email: Gamehaus@TheBlueshirtGroup.co
GAMEHAUS HOLDINGS INC. AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(EXPRESSED IN U.S. DOLLARS)
| As of | ||||||||
| March 31, 2025 | June 30, 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | 15,703,740 | $ | 18,816,535 | ||||
| Restricted cash | 4,815 | 3,605 | ||||||
| Accounts receivable | 11,346,858 | 11,024,450 | ||||||
| Advanced to suppliers | 12,136,967 | 9,708,899 | ||||||
| Prepaid expenses and other current assets | 2,703,660 | 2,041,112 | ||||||
| TOTAL CURRENT ASSETS | 41,896,040 | 41,594,601 | ||||||
| NON-CURRENT ASSETS: | ||||||||
| Plant and equipment, net | 109,955 | 133,558 | ||||||
| Intangible assets, net | 4,808,447 | 5,293,126 | ||||||
| Operating lease right-of-use assets, net | 433,281 | 695,571 | ||||||
| Deferred offering costs | - | 1,571,328 | ||||||
| Equity investments | 1,987,358 | 1,992,206 | ||||||
| TOTAL NON-CURRENT ASSETS | 7,339,041 | 9,685,789 | ||||||
| TOTAL ASSETS | $ | 49,235,081 | $ | 51,280,390 | ||||
| LIABILITIES | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable | $ | 13,672,062 | $ | 13,034,836 | ||||
| Contract liabilities | 3,342,088 | 2,830,068 | ||||||
| Accrued expenses and other current liabilities | 620,649 | 555,714 | ||||||
| Operating lease liabilities | 345,932 | 336,046 | ||||||
| Due to related party | - | 107,361 | ||||||
| Taxes payable | 50,089 | 19,466 | ||||||
| TOTAL CURRENT LIABILITIES | 18,030,820 | 16,883,491 | ||||||
| NON-CURRENT LIABILITY: | ||||||||
| Operating lease liabilities | 9,189 | 351,856 | ||||||
| TOTAL NON-CURRENT LIABILITY | 9,189 | 351,856 | ||||||
| TOTAL LIABILITIES | $ | 18,040,009 | $ | 17,235,347 | ||||
| SHAREHOLDERS’ EQUITY: | ||||||||
| Class A ordinary shares* (par value of $0.0001 per share; 900,000,000 Class A ordinary shares authorized as of March 31, 2025 and June 30, 2024, respectively; 37,971,245 and 34,401,887 Class A ordinary shares issued and outstanding as of March 31, 2025 and June 30, 2024, respectively) | 3,797 | 3,440 | ||||||
| Class B ordinary shares* (par value of $0.0001 per share; 100,000,000 Class B ordinary shares authorized as of March 31, 2025 and June 30, 2024, respectively; 15,598,113 and 15,598,113 Class B ordinary shares issued and outstanding as of March 31, 2025 and June 30, 2024, respectively) | 1,560 | 1,560 | ||||||
| Additional paid-in capital | 10,856,609 | 16,203,206 | ||||||
| Retained earnings | 21,958,617 | 19,581,470 | ||||||
| Accumulated other comprehensive loss | (1,591,078 | ) | (1,772,669 | ) | ||||
| TOTAL GAMEHAUS HOLDINGS INC’S SHAREHOLDERS’ EQUITY | 31,229,505 | 34,017,007 | ||||||
| Non-controlling interests | (34,433 | ) | 28,036 | |||||
| TOTAL SHAREHOLDERS’ EQUITY | 31,195,072 | 34,045,043 | ||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 49,235,081 | $ | 51,280,390 | ||||
* Presented on a retroactive basis to reflect the reverse recapitalization that is discussed in detail in Note 1 to the Company’s Unaudited Condensed Consolidated Financial Statements.
GAMEHAUS HOLDINGS INC. AND ITS SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(EXPRESSED IN U.S. DOLLARS)
For the March 31, | ||||||||
| 2025 | 2024 | |||||||
| REVENUE | $ | 87,390,942 | $ | 113,604,670 | ||||
| OPERATING COST AND EXPENSES | ||||||||
| Cost of revenue | (41,358,663 | ) | (55,247,296 | ) | ||||
| Research and development expenses | (4,250,977 | ) | (3,735,477 | ) | ||||
| Selling and marketing expenses | (36,628,917 | ) | (45,599,043 | ) | ||||
| General and administrative expenses | (3,137,638 | ) | (2,931,499 | ) | ||||
| INCOME FROM OPERATIONS | $ | 2,014,747 | $ | 6,091,355 | ||||
| OTHER INCOME (EXPENSES): | ||||||||
| Share of net loss from equity investees | (7,800 | ) | (29,321 | ) | ||||
| Interest income | 428,060 | 203,087 | ||||||
| Other income, net | 48,904 | 29,826 | ||||||
| Total other income, net | 469,164 | 203,592 | ||||||
| INCOME BEFORE PROVISION FOR INCOME TAXES | 2,483,911 | 6,294,947 | ||||||
| INCOME TAXES EXPENSES | (169,171 | ) | (254,553 | ) | ||||
| NET INCOME | 2,314,740 | 6,040,394 | ||||||
| Less: net (loss) income attributable to non-controlling interests | (62,407 | ) | 346,503 | |||||
| NET INCOME ATTRIBUTABLE TO GAMEHAUS HOLDINGS INC’S SHAREHOLDERS | 2,377,147 | 5,693,891 | ||||||
| OTHER COMPREHENSIVE INCOME | ||||||||
| Net income | 2,314,740 | 6,040,394 | ||||||
| Foreign currency translation adjustment, net of tax | 181,529 | 110,042 | ||||||
| TOTAL COMPREHENSIVE INCOME | $ | 2,496,269 | $ | 6,150,436 | ||||
| Less: total comprehensive (loss) income attributable to non-controlling interests | (62,469 | ) | 346,532 | |||||
| TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO GAMEHAUS HOLDINGS INC’S SHAREHOLDERS | 2,558,738 | 5,803,904 | ||||||
| BASIC AND DILUTED EARNINGS PER SHARE: | ||||||||
| Net income attributable to Gamehaus Holdings Inc’s shareholders per share | ||||||||
| Basic and diluted | $ | 0.04 | $ | 0.11 | ||||
| Weighted average shares outstanding used in calculating basic and diluted income per share | ||||||||
| Basic and diluted | 53,569,358 | 50,000,000 | ||||||
* Presented on a retroactive basis to reflect the reverse recapitalization that is discussed in detail in Note 1 to the Company’s Unaudited Condensed Consolidated Financial Statements.