KEEMO Fashion Group Ltd 10-K/A, filed Mar 14, 2025
KEEMO Fashion Group Ltd (KMFG)
About this 10-K/A
KEEMO Fashion Group Ltd filed this 10-K/A on March 14, 2025, covering the fiscal year ended July 31, 2024.
Headline figures
Fiscal year ended July 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $21.52K
- up 27.0% from $16.95K a year earlier
- Net loss
- $42.28K
- compared with a net loss of $22.2K a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No.1)
For
The Fiscal Year Ended
or
For the transition period from __________ to __________
Commission
File Number
(Exact name of registrant issuer as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
| Address of principal executive offices, including zip code |
| Registrant’s phone number, including area code |
Securities registered pursuant to Section 12(b) of the Securities Exchange Act: None
Securities registered pursuant to Section 12(g) of the Securities Exchange Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒ NO ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☒ NO ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | Smaller
reporting company | |
| Emerging
growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐ No
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
Not applicable.
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
N/A
APPLICABLE ONLY TO CORPORATE REGISTRANTS
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
| Class | Outstanding at October 10, 2024 | |
| Common Stock, $ par value |
DOCUMENTS INCORPORATED BY REFERENCE
EXPLANATORY NOTE
KEEMO FASHION GROUP LIMITED
FORM 10-K
For the Fiscal Year Ended July 31, 2024
Index
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements. These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantee of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:
| ● | The availability and adequacy of our cash flow to meet our requirements; | |
| ● | Economic, competitive, demographic, business and other conditions in our local and regional markets; | |
| ● | Changes or developments in laws, regulations or taxes in our industry; | |
| ● | Actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities; | |
| ● | Competition in our industry; | |
| ● | The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business; | |
| ● | Changes in our business strategy, capital improvements or development plans; | |
| ● | The availability of additional capital to support capital improvements and development; and | |
| ● | Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC. |
This report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Use of Defined Terms
Except as otherwise indicated by the context, references in this Report to:
| ● | The “Company,” “we,” “us,” “our,” or “Keemo Fashion” are references to Keemo Fashion Group Limited, a Nevada corporation. | |
| ● | “Common Stock” refers to the common stock, par value $0.001, of the Company; | |
| ● | “U.S. dollar,” “$” and “US$” refer to the legal currency of the United States; | |
| ● | “Securities Act” refers to the Securities Act of 1933, as amended; and | |
| ● | “Exchange Act” refers to the Securities Exchange Act of 1934, as amended. |
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PART I
ITEM 1. BUSINESS
Overview
Keemo Fashion Group Limited, a Nevada corporation (“the Company”) was incorporated under the laws of the State of Nevada on April 22, 2022.
KEEMO Fashion Group Limited is a company that operates in the apparel and garment trade industry through wholesaling men’s and women’s apparel to retailers in Asian countries. At present, the Company has primarily focused its efforts on attracting small to medium apparel and garment retailers by wholesaling low to mid-range apparel and garments. We do not maintain and operate any production and manufacturing of apparel facility or machine and equipment.
The Company’s executive office is located at 69, Wanke Boyu, Xili Liuxin 1st Rd, Nanshan District, Shenzhen, Guangdong 518052, China.
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Description of Business
Keemo Fashion Group Limited, a Nevada corporation (“the Company”) was incorporated under the laws of the State of Nevada on April 22, 2022.
On April 22, 2022 Ms. Liu Lu was appointed as Chief Executive Officer, President, Secretary, Treasurer, and Director.
Primarily, the products that we carry are targeted towards customers, both men and women, from 18 to 40 years of age. It is the company’s belief that the products we wholesale have an appealing presentation, cover a diverse range of clothing and garment types, are stylish for any occasion (including casual, work, and dressy), and they are offered at accessible price points. We believe that this combination of factors will assist our growth moving forward and that we have the opportunity to capture a significant portion of the growing apparel and garment market in Asian countries specifically.
At present, the Company sells all of its products through word-of-mouth and utilization of our sole officer’s business network and various connections. Ms. Liu, our sole officer and director, has broad knowledge and experience in marketing strategies and promotional activities. She is familiar with marketing execution and promotional marketing methodology, which she intends to utilize to assist the Company to gain market awareness and locate potential distributors as precisely and efficiently as possible.
Business Model
The Company currently primarily sources mid-priced women’s semi-formal apparel, which the company believes potentially has a higher gross profit margin compared to low-priced apparel. Inventory is presently selected at the discretion of our sole officer and director, and based upon recommendations from the suppliers regarding the latest fashion trends and styles, as well as what types of clothing are currently the most sought after by consumers. The Company also performs internal analysis to compare the profit margins of various types of clothing and, accordingly, seeks to primarily acquire inventory that has the greatest profit margin.
At present, when identifying potential customers, the Company targets small size apparel retailers, especially home-based e-commerce retailers. In the opinion of the Company’s sole officer and director, this market is easier to penetrate as our officer and director believes that many small size apparel retailers are just side or part time businesses for the business owner. As such, the business owners might face the problem of lack of capacity to arrange the logistics and filter the correct apparel in term of trend and quality.
The Company adopts what is commonly referred to as a virtual network business structure, as the Company only maintains internal procurement, sales, marketing, operational, accounting and finance functions, whereby the Company relies on suppliers for other crucial function such as production and packaging, storage, courier inward and outward, etc. However, in some instances the Company does take physical possession of inventory. In most cases, the Company purchases inventory from the suppliers, and this inventory is then held at the supplier’s warehouse, although the product is owned by the Company at this time, and delivery from the warehouse is arranged by the Company through a courier service. In some instances, the Company will take possession of the inventory and store apparel at the Company’s office, and from that point courier service to the purchaser is arranged. There is no formal method of determination as to what items will be stored in the supplier’s warehouse versus what items will be stored at the Company’s office.
Sales and Marketing
KEEMO Fashion Group Limited plans to penetrate the marketplace and attract customers by building our brand image through print ads, and possibly online paid advertisements, to create brand awareness. We have prepared our corporate website (https://keemofashiongroup.wixsite.com/keemo-fashion-group) to market our Company and we utilize search engine marketing to improve the number of distributors who can find and view our website. Finally, we also have yet unidentified plans to market our Company through social networking websites. All the above marketing plans have not yet been determined in sufficient detail to outline at this time, nor do we have a definitive timeline for when our marketing strategy will be completed, and as such all of our marketing endeavors remain under development.
Employees and Function
Currently, we have one employee which is our President and Sole Director, Ms. Liu Lu. Currently, Ms. Liu has the flexibility to work on our business up to 30 hours per week but is prepared to devote more time if necessary. The Company intends to hire more employees who possess industry-related experience to assist in the development and execution of our business operations.
We do not presently have pension, health, annuity, insurance, stock options, profit sharing, or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefits available to our employee, Officer and/or Director.
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Competition
KEEMO Fashion Group Limited plans to operate in a mature and competitive industry. We consider our focus to be on distributors in China first. Competition in the apparel and garment industry, with a focus on low to mid-range priced products, is very intense in China. We face competition from various specialized and retail-based wholesalers, from different provinces and cities, which supply similar men’s and women’s apparel and garment products to those that we offer. We also face competition from e-commerce-based wholesalers, many of whom have exposure in various China whole websites and B2B platform, such as Alibaba, DHgate, AliExpress, and Global Sources. These competitors generate significant traffic and have established brand recognition and financial resources manufacturing capacity, well established business models and distribution channels and branding.
Despite intense competition, our director is confident in the Company’s ability to develop and enlarge our market share in China through, at present, the various relationships of the Company’s sole Officer and Director.
Enforcement of Civil Liabilities under United States Federal Securities Laws
We are a Nevada corporation and most of our operations are and will be located outside of the United States and our sole officer and director resides outside the United States. Moreover, a majority of our assets are located outside the United States. Since a majority of the assets owned by us are located outside the United States, any judgment obtained in the United States against us may not be collectible within the United States. There is no treaty between the United States and China providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters and a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon the federal securities laws, would, therefore, not be automatically enforceable in China. Under the PRC Civil Procedures Law, foreign shareholders may originate actions based on PRC law against us in the PRC, if they can establish sufficient nexus to the PRC for a PRC court to have jurisdiction, and meet other procedural requirements, including, among others, the plaintiff must have a direct interest in the case, and there must be a concrete claim, a factual basis and a cause for the suit.
There is uncertainty as to whether the courts of China would (1) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States, or (2) entertain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.
The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. China does not have any treaties or other form of reciprocity with the United States that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, courts in China will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC law or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States. Under the PRC Civil Procedures Law, foreign shareholders may originate actions based on PRC law against us in the PRC, if they can establish sufficient nexus to the PRC for a PRC court to have jurisdiction, and meet other procedural requirements, including, among others, the plaintiff must have a direct interest in the case, and there must be a concrete claim, a factual basis and a cause for the suit.
In addition, it will be difficult for U.S. shareholders to originate actions against us in China in accordance with PRC laws because we are incorporated under the laws of State of Nevada and it will be difficult for U.S. shareholders, holding our common stock, to establish a connection to China for a PRC court to have jurisdiction as required under the PRC Civil Procedures Law.
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ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 1B. UNRESOLVED STAFF COMMENTS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 2. DESCRIPTION OF PROPERTY
We do not own any real estate or other properties. Our office is located at 69 Wanke Boyu, Xili Liuxin 1st Rd, Nanshan District, Shenzhen, Guangdong 518052, China.
The Company utilizes home office space of its management at no cost. The company’s home office space is 34.78 square meters or approximately 374 square feet. There is no agreement pertaining to utilizing the home office space of management, and management is free to discontinue providing the office space at any time and without notice. The Company does not own, rent, or lease any properties.
ITEM 3. LEGAL PROCEEDINGS
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. There are currently no pending legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our common stock is currently quoted on the OTC Pink under the trading symbol “KMFG.”
Trading in stocks quoted on the OTC Pink is often thin and is characterized by wide fluctuations in trading prices due to many factors that may have little to do with a company’s operations or business prospects. We cannot assure you that there will be any liquidity for our common stock in the future.
For the periods indicated, the following table sets forth the high and low bid prices per share of common stock based on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.
| Fiscal Year 2024 | Highest Bid | Lowest Bid | ||||||
| First Quarter | $ | - | $ | - | ||||
| Second Quarter | $ | 0.025 | $ | 0.00 | ||||
| Third Quarter | $ | 0.20 | $ | 0.025 | ||||
| Fourth Quarter | $ | 0.22 | $ | 0.20 | ||||
Holders
As of July 31, 2024, we have 31 shareholders on record of our common stock.
Transfer Agent and Registrar
The transfer agent for our capital stock is Transfer Online, Inc, with an address at 512 SE Salmon St., Portland, OR 97214, United States and telephone number is +1 (503) 227-2950.
Penny Stock Regulations
The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share. Our Common Stock, when and if a trading market develops, may fall within the definition of penny stock and be subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000, or annual incomes exceeding $200,000 individually, or $300,000, together with their spouse).
For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s prior written consent to the transaction. Additionally, for any transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the Securities and Exchange Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the “penny stock” rules may restrict the ability of broker-dealers to sell our Common Stock and may affect the ability of investors to sell their Common Stock in the secondary market.
In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit the investors’ ability to buy and sell our stock.
Forward Stock Split
On July 25, 2024, the Board of Directors approved a ten-for-one (10:1) forward stock split (the “Forward Split”) of the Company’s common stock, par value $0.001 per share. The Company filed a Certificate of Amendment and Restated Certificate of Incorporation (the “Certificate of Amendment”) to effect the forward stock split with the Secretary of State of Nevada on August 2, 2024. The Forward Split became effective on August 8, 2024 and our common stock began trading on a split-adjusted basis on August 9, 2024. Concurrently with the effectiveness of the split, the issued and outstanding shares of common stock increased from 5,500,000 to 55,000,000, which is proportional to the ratio of the split. Neither the split nor the increase in authorized shares affected any stockholder’s ownership percentage of our common stock, altered the par value of our common stock or modified any voting rights or other terms of the common stock.
Dividends
Any future determination as to the declaration and payment of dividends on shares of our Common Stock will be made at the discretion of our board of directors out of funds legally available for such purpose. We are under no contractual obligations or restrictions to declare or pay dividends on our shares of Common Stock. In addition, we currently have no plans to pay such dividends. Our board of directors currently intends to retain all earnings for use in the business for the foreseeable future.
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Recent Sales of Unregistered Securities
No securities have been sold by the Company during the period covered by this Form 10-K.
Purchases of Equity Securities by the Registrant and Affiliated Purchasers
We have not repurchased any shares of our common stock during the fiscal year ended July 31, 2024.
Other Stockholder Matters
None.
ITEM 6. SELECTED FINANCIAL DATA
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our results of operations and financial condition for fiscal year ended July 31, 2024 should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this report. Some of the information contained in this management’s discussion and analysis or set forth elsewhere in this Annual Report, including information with respect to our plans and strategy for our business and related financing, includes forward looking statements that involve risks, uncertainties and assumptions. As a result of many factors, including those factors set forth in the “Risk Factors” section in Form S-1/A registration statement, filed on May 12, 2023, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in this Annual Report.
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Overview
We, KEEMO Fashion Group Limited, a Nevada corporation (“the Company”) was incorporated under the laws of the State of Nevada on April 22, 2022.
KEEMO Fashion Group Limited is headquartered in Shenzhen, People Republic of China (herein referred as (“China”). We primarily operate in men and women apparel and garment trading business, focusing on wholesaling to distributors mainly based in Asian countries, sourcing directly from manufacturers in China. We do not maintain and operate any production and manufacturing of apparel facility or machine and equipment.
The Company’s executive office is located at 69, Wanke Boyu, Xili Liuxin 1st Rd, Nanshan District, Shenzhen, Guangdong 518052, China.
Our cash and cash equivalents are $19,421 as of July 31, 2024. Our cash balance is not sufficient to fund our limited levels of operations for any period of time. In order to continue our current business plan and increase our current level of operations for the next twelve-month period, we require further funding.
For the year ended July 31, 2024, the Company incurred a net loss of $42,275 and used cash in operating activities of $9,322 and borrowed $29,514 from our director. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company’s profit generating operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
The Company expects to finance its operations primarily through cash flow from revenue and continuing financial support from a shareholder. In the event that we require additional funding to finance the growth of the Company’s current and expected future operations as well as to achieve our strategic objectives, the shareholder has indicated the intent and ability to provide additional financing.
No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.
Results of operations for the year ended July 31, 2024 and 2023
Revenues
For the years ended July 31, 2024, the Company has generated a revenue of $21,522.
For the years ended July 31, 2023, the Company has generated a revenue of $16,945.
The revenue was generated through wholesaling men’s and women’s apparel and garments to retailers.
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General and Administrative Expenses
For the years ended July 31, 2024, the Company incurred general and administrative expenses of $52,861. These were primarily comprised of other professional fee, audit fees, stock and registrar fees, bank charges, printing and stationery, and legal fees.
For the years ended July 31, 2023, the Company incurred general and administrative expenses of $30,605. These were primarily comprised of audit fees, stock and registrar fees, legal fees, bank charges and other professional fees.
Net Loss
For the years ended July 31, 2024, the Company incurred a net loss of $42,275.
For the years ended July 31, 2023, the Company incurred a net loss of $22,196.
Liquidity and Capital Resources
The Company’s cash and cash equivalents has decreased by $9,322, from $28,743 as of July 31, 2023 to $19,421 as of July 31, 2024. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.
Cash Used in Operating Activities
For the year ended July 31, 2024, the Company has used $9,322 in operating activities, which was primarily attributable to net loss from operation, increase in the amount due to our director, Ms. Liu Lu, increase in prepayment, decrease in accounts receivable, decrease in inventories, and decrease in other accruals.
For the year ended July 31, 2023, the Company has used $17,837 in operating activities, which was primarily attributable to net loss from operation, increase in accounts receivable, increase in prepayment, increase in inventories, increase in the amount due to our director, Ms. Liu Lu and increase in other accruals.
Cash Provided by Financing Activities
On April 22, 2022, our sole officer and director, Liu Lu, purchased 3,600,000 shares of restricted common stock at a purchase price of $0.001 (par value). The $3,600 in proceeds went directly to the Company to be used for working capital.
For the year ended July 31, 2024, the Company did not generate nor used any cash in financing activities.
For the year ended July 31, 2023, the Company received $28,500 from financing activities primarily from issuance of shares of common stock pursuant to our initial public offering closing at July 26, 2023.
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Off-Balance Sheet Arrangement
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of July 31, 2024.
Contractual Obligation
As a smaller reporting company, we are not required to provide the aforementioned information.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements required by this item are located following the signature page of this Annual Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not Applicable
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures”, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer concluded as of July 31, 2024, that our disclosure controls and procedures were not effective. The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties and effective risk assessment ; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines; and (4) lack of internal audit function due to the fact that the Company lacks qualified resources to perform the internal audit functions properly and that the scope and effectiveness of the internal audit function are yet to be developed. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of July 31, 2024.
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Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The internal controls for the Company are provided by executive management’s review and approval of all transactions. Our internal control over financial reporting also includes those policies and procedures that:
| ● | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; | |
| ● | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and | |
| ● | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of July 31, 2024. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of these controls.
| 13 |
Based on this assessment, management has concluded that as of July 31, 2024, our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:
We will increase our personnel resources and technical accounting expertise within the accounting function. We will create a position to segregate duties consistent with control objectives. And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.
We anticipate that these initiatives will be at least partially, if not fully, implemented by the end of fiscal year 2025.
Changes in Internal Control over Financial Reporting
There was no change in our internal controls over financial reporting that occurred during the period covered by this Report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting:
This annual report does not include an attestation report of the Company’s registered independent public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered independent public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report on Form 10-K.
ITEM 9B. OTHER INFORMATION
| 14 |
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Set forth below are the present directors and executive officers of the Company. Note that there are no other persons who have been nominated or chosen to become directors nor are there any other persons who have been chosen to become executive officers. There are no arrangements or understandings between any of the directors, officers and other persons pursuant to which such person was selected as a director or an officer. Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and have qualified. Officers are appointed to serve until the meeting of the board of directors following the next annual meeting of stockholders and until their successors have been elected and qualified.
| Name | Age | Positions and Offices | ||
| Liu Lu | 32 | Chief Executive Officer, President, Secretary, Treasurer, Director |
Liu Lu – Chief Executive Officer, President, Secretary, Treasurer, Director
In 2017, Ms. Liu graduated from the Sichuan University, Undergraduate Program for Specialty in Computer Science and Technology. From July 2017 to present, Ms. Liu works in the promotional department at the Tencent Interactive Entertainment Group, which is a division of Tencent Holdings that publishes and develops video games for multiple platforms. From July 2017 to August 2017, she was responsible for three initiatives, which are event planning, content operation, and market promotional and platform collaboration for the project “Deformers”, a PC game. Regarding event planning, she handled event execution and post-event analysis. For content operation, she handled the official website construction, content creation, and content planning. For market promotion and platform collaboration, she handled marketing of the game, which involved collaboration with different online and media platforms. From August 2018 until present, Ms. Liu has been mainly responsible for the project “Rocket League”, which is an online game. She mainly responsible on the resource allocation, event planning and execution, post-event analysis and the user operation. Ms. Liu’s position at Tencent Holdings is a full-time job, to which she devotes approximately 45 hours per week.
In April 2022, Ms. Liu founded KEEMO Fashion Group Limited, and as a result of her promotional, organizational, and marketing experience, it is the determination of the board that she serves as our Chief Executive Officer, President, Secretary, Treasurer, and Director.
Corporate Governance
The Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the Securities and Exchange Commission and in other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has not formally adopted a written code of business conduct and ethics that governs the Company’s employees, officers and Directors as the Company is not required to do so.
In lieu of an Audit Committee, the Company’s Board of Directors, is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company’s financial statements and other services provided by the Company’s independent public accountants. The Board of Directors and the Chief Executive Officer of the Company review the Company’s internal accounting controls, practices and policies.
Committees of the Board
Our Company currently does not have nominating, compensation, or audit committees or committees performing similar functions nor does our Company have a written nominating, compensation or audit committee charter. Our Director(s) believe that it is not necessary to have such committees, at this time, because the Directors can adequately perform the functions of such committees.
| 15 |
Audit Committee Financial Expert
Our Board of Directors has determined that we do not have a board member that qualifies as an “audit committee financial expert” as defined in Item 407(D)(5) of Regulation S-K, nor do we have a Board member that qualifies as “independent” as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of the FINRA Rules.
We believe that our Director(s) are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The Director(s) of our Company does not believe that it is necessary to have an audit committee because management believes that the Board of Directors can adequately perform the functions of an audit committee. In addition, we believe that retaining an independent Director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the stage of our development and the fact that we have not generated any positive cash flows from operations to date.
Involvement in Certain Legal Proceedings
Our Directors and our Officers have not been involved in any of the following events during the past ten years:
| 1. | bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; |
| 2. | any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); |
| 3. | being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his/her involvement in any type of business, securities or banking activities; or |
| 4. | being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. |
| 5. | Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; |
| 6. | Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; |
| 7. | Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) Any Federal or State securities or commodities law or regulation; or(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
| 8. | Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Independence of Directors
We are not required to have independent members of our Board of Directors, and do not anticipate having independent Directors until such time as we are required to do so.
Code of Ethics
We have not adopted a formal Code of Ethics. The Board of Directors evaluated the business of the Company and the number of employees and determined that since the business is operated by a small number of persons, general rules of fiduciary duty and federal and state criminal, business conduct and securities laws are adequate ethical guidelines. In the event our operations, employees and/or Directors expand in the future, we may take actions to adopt a formal Code of Ethics.
Shareholder Proposals
Our Company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors. The Board of Directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our Company does not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.
A shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our Sole Officer and Director, Liu Lu, at the address appearing on the first page of this Registration Statement.
| 16 |
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings. Based solely on our review of the copies of such forms furnished to us and written representations by our officers and directors regarding their compliance with applicable reporting requirements under Section 16(a) of the Exchange Act, we believe that all Section 16(a) filing requirements for our executive officers, directors and 10% stockholders were met during the year ended July 31, 2024.
ITEM 11. EXECUTIVE COMPENSATION
MANAGEMENT COMPENSATION
The following tables set forth certain information about compensation paid, earned or accrued for services by our Executive Officer from July 31, 2023 to July 31, 2024:
Summary Compensation Table
| Summary Compensation Table | ||||||||||||||||||||||||||||||||||||
| Name and principal position (a) | Year ended July 31 (b) | Salary ($) (c) | Bonus ($) (d) | Stock Compensation ($) (e) | Option Awards ($) (f) | Non-Equity Incentive Plan Compensation ($) (g) | Nonqualified Deferred Compensation Earnings ($) (h) | All Other Compensation ($) (i) | Total ($) (j) | |||||||||||||||||||||||||||
Liu Lu, Chief Executive Officer, President, Secretary, Treasurer, Director | 2024 | $ | - | - | - | - | - | - | - | $ | - | |||||||||||||||||||||||||
Stock Option Grants
We have not granted any stock options to our executive officers since our incorporation.
Employment Agreements
We do not have an employment or consulting agreement with any officers or Directors.
Compensation Discussion and Analysis
Director Compensation
Our Board of Directors does not currently receive any consideration for their services as members of the Board of Directors. The Board of Directors reserves the right in the future to award the members of the Board of Directors cash or stock-based consideration for their services to the Company, which awards, if granted shall be in the sole determination of the Board of Directors.
Executive Compensation Philosophy
Our Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves the right to pay our executive or any future executives a salary, and/or issue them shares of common stock in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance. This package may also include long-term stock-based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.
Incentive Bonus
The Board of Directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executives.
Long-term, Stock Based Compensation
In order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award our executive and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of Directors, which we do not currently have any immediate plans to award.
| 17 |
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
As of July 31, 2024, the Company has 55,000,000 shares of common stock issued and outstanding, which number of issued and outstanding shares of common stock have been used throughout this report.
| Name
and Address of Beneficial Owner | Shares
of Common Stock Beneficially Owned | Common Stock Voting Percentage Beneficially Owned | Voting Shares of Preferred Stock | Preferred Stock Voting Percentage Beneficially Owned | Total
Voting Percentage Beneficially Owned | |||||||||||||||
| Executive Officers and Directors | ||||||||||||||||||||
| Liu Lu Chief Executive Officer, President, Secretary, Treasurer and Director | 36,000,000 | 65 | % | - | - | 65 | % | |||||||||||||
| 5% or Greater Shareholders | - | - | - | - | - | |||||||||||||||
*Officers and or Directors who may hold a 5% or greater controlling interest in the Company are included above, but only under the subtitle, “Executive Officers and Directors”.
On August 8, 2024, a ten-for-one (10:1) forward stock split of the Company’s common stock became effective, which increased the number of shares of common stock beneficially owned by the beneficial owner increased from 3,600,000 to 36,000,000, consistent with the split ratio. Neither the split nor the increase in authorized shares affected any stockholder’s ownership percentage of our common stock.
Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power at any particular date.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE
On April 23, 2022, we issued 3,600,000 shares of our common stock to Ms. Liu Lu, our Chief Executive Officer, President, Secretary, Treasurer, and Director in consideration of $3,600, or $0.001 per share.
In regards to the above transaction we claim an exemption from registration afforded by Regulation S of the Securities Act of 1933, as amended (“Regulation S”) for the above sale of stock since the sale of stock was made to a non-U.S. person (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.
As of July 31, 2022, our sole director, Ms. Liu Lu, advanced $25,758 to the Company, which is unsecured and non-interest bearing, and payable upon demand. Proceeds from the offering herein will not be used to repay the loan to Ms. Liu Lu.
As of October 31, 2022, the sole director of the Company advanced $26,958 to the Company, which is unsecured and non-interest bearing with no fixed terms of repayment.
As of January 31, 2023, the sole director of the Company advanced $30,419 to the Company, which is unsecured and non-interest bearing with no fixed terms of repayment.
On July 26, 2023, we issued 1,900,000 shares of our common stock in consideration of $28,500, or $0.015 per share through initial public offering.
As of July 31, 2023, the sole director of the Company advanced $40,405 to the Company, which is unsecured and non-interest bearing with no fixed terms of repayment.
As of October 31, 2023, the sole director of the Company advanced $47,716 to the Company, which is unsecured and non-interest bearing with no fixed terms of repayment.
As of April 30, 2024, the sole director of the Company advanced $66,903 to the Company, which is unsecured and non-interest bearing with no fixed terms of repayment.
On August 8, 2024, a ten-for-one (10:1) forward stock split of the Company’s common stock became effective, increasing the number of issued and outstanding shares from 5,500,000 to 55,000,000.
As of July 31, 2024, the sole director of the Company advanced $69,919 to the Company, which is unsecured and non-interest bearing with no fixed terms of repayment.
| 18 |
Review, Approval and Ratification of Related Party Transactions
Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officer(s), Director(s) and significant stockholders. We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional Directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, our Directors will continue to approve any related party transaction.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Audit Fees
The following table sets forth the aggregate fees billed to the Company by its independent registered public accounting firms for the fiscal years ended July 31, 2024 and 2023. We have engaged JP Centurion & Partners PLT as our independent registered public accounting firm since August 17, 2022.
| ACCOUNTING FEES AND SERVICES | 2024 | 2023 | ||||||
| Audit fees | $ | 17,100 | $ | 17,100 | ||||
| Audit-related fees | - | - | ||||||
| Tax fees | - | - | ||||||
| All other fees | - | - | ||||||
| Total | $ | 17,100 | $ | 17,100 | ||||
The category of “Audit fees” includes fees for our annual audit, quarterly reviews and services rendered in connection with regulatory filings with the SEC, such as the issuance of comfort letters and consents.
The category of “Audit-related fees” includes employee benefit plan audits, internal control reviews and accounting consultation.
The category of “Tax services” includes tax compliance, tax advice, tax planning.
The category of “All other fees” generally includes advisory services related to accounting rules and regulations.
All of the professional services rendered by principal accountants for the audit of our annual financial statements that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for last two fiscal years were approved by our board of directors.
| 19 |
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Financial Statements
The following are filed as part of this report:
Financial Statements
The following financial statements of Keemo Fashion Group Limited and Report of Independent Registered Public Accounting Firm are presented in the “F” pages of this Report:
| Page | |
| Audited Financial Statements | |
| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | F-2 |
| BALANCE SHEETS | F-3 |
| STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | F-4 |
| STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY | F-5 |
| STATEMENTS OF CASH FLOWS | F-6 |
| NOTES TO FINANCIAL STATEMENTS | F-7 – F-14 |
(b) Exhibits
The following exhibits are filed herewith:
| 31.1 | Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer, principal financial officer* | |
| 32.1 | Section 1350 Certification of principal executive officer, principal financial officer and principal accounting officer* | |
| 101.INS* | Inline XBRL Instance Document | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase | |
| 101.LAB* | Inline XBRL Taxonomy Extension Labels Linkbase | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase | |
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
*Filed herewith
ITEM 16. FORM 10-K SUMMARY
As permitted, the registrant has elected not to supply a summary of information required by Form 10-K.
| 20 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| Keemo Fashion Group Limited | ||
| Date: March 14, 2025 | By: | /s/ Liu Lu |
Liu Lu Chief Executive Officer, President, Secretary, Treasurer, and Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer) | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant, and in the capacities and on the dates indicated:
| Signature | Title | Date | ||
| /s/ Liu Lu | Chief Executive Officer, President, Secretary, Treasurer, Director | |||
| Liu Lu | (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | March 14, 2025 |
| 21 |
Keemo Fashion Group Limited
INDEX TO FINANCIAL STATEMENTS
| Page | |
| Audited Financial Statements | |
| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID: 6723) | F-2 |
| BALANCE SHEETS | F-3 |
| STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | F-4 |
| STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY | F-5 |
| STATEMENTS OF CASH FLOWS | F-6 |
| NOTES TO FINANCIAL STATEMENTS | F-7 – F-14 |
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders of
KEEMO Fashion Group Limited
69 Wanke Boyu, Xili Liuxin 1st Road,
Nanshan District, Shenzen
Guangdong 518052 China.
Opinion on the Financial Statements
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, for the year ended July 31, 2024, the Company’s losses from operations, accumulated deficit, net current liabilities, and negative operating cash flows raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current year audit of the financial statements that were communicated or required to be communicated to those charged with governance that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. We determined that there are no critical matters.
| /s/
|
|
JP
CENTURION & PARTNERS PLT (ID:
We have served as the Company’s auditor since 2022. | |
| October 10, 2024 | |
| F-2 |
Item 1. Financial Statements
KEEMO FASHION GROUP LIMITED
BALANCE SHEETS
AS OF JULY 31, 2024 AND 2023
(Currency expressed in United States Dollars (“US$”), except for number of shares)
As of July 31, 2024 | As of July 31, 2023 | |||||||
| (Audited) | (Audited) | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Inventories | ||||||||
| Prepayment | ||||||||
| TOTAL CURRENT ASSETS | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Amount due to a director | ||||||||
| Other accruals | ||||||||
| TOTAL CURRENT LIABILITIES | ||||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Common stock – Par value $ ; Authorized: shares; Issued and outstanding: as of July 31, 2024 and July 31, 2023, respectively (1) | $ | $ | ||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL STOCKHOLDERS’ EQUITY | $ | ( | ) | $ | ( | ) | ||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
| (1) |
See accompanying notes to financial statements.
| F-3 |
KEEMO FASHION GROUP LIMITED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE YEARS ENDED JULY 31, 2024 AND 2023
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| For the Years Ended July 31, | ||||||||
| 2024 | 2023 | |||||||
| (Audited) | (Audited) | |||||||
| REVENUE | $ | $ | ||||||
| COST OF REVENUE | ( | ) | ( | ) | ||||
| GROSS PROFIT | ||||||||
| GENERAL AND ADMINISTRATIVE EXPENSES | ( | ) | ( | ) | ||||
| LOSS FROM OPERATIONS | ( | ) | ( | ) | ||||
| OTHER INCOME | ||||||||
| LOSS FROM OPERATIONS BEFORE INCOME TAX | ( | ) | ( | ) | ||||
| INCOME TAX EXPENSES | ||||||||
| NET LOSS | ( | ) | ( | ) | ||||
| OTHER COMPREHENSIVE LOSS | ||||||||
| TOTAL COMPREHENSIVE LOSS | $ | ( | ) | $ | ( | ) | ||
| NET LOSS PER SHARE - BASIC AND DILUTED (1) | $ | ) | $ | ) | ||||
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED (1) | ||||||||
| (1) |
See accompanying notes to financial statements.
| F-4 |
KEEMO FASHION GROUP LIMITED
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE YEARS ENDED JULY 31, 2024 AND 2023
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| COMMON STOCK | ADDITIONAL | |||||||||||||||||||
| Number
of shares | Amount | PAID-IN CAPITAL | ACCUMULATED DEFICIT | TOTAL EQUITY | ||||||||||||||||
| Balance as of July 31, 2022 | ( | ) | ( | ) | ||||||||||||||||
| Issuance of share | ||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance as of July 31, 2023 (1) | ( | ) | ( | ) | ||||||||||||||||
| Balance | ( | ) | ( | ) | ||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance as of July 31, 2024 | ( | ) | ( | ) | ||||||||||||||||
| Balance | ( | ) | ( | ) | ||||||||||||||||
| (1) |
See accompanying notes to financial statements.
| F-5 |
KEEMO FASHION GROUP LIMITED
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JULY 31, 2024 AND 2023
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| For the Years Ended July 31, | ||||||||
| 2024 | 2023 | |||||||
| (Audited) | (Audited) | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Inventories | ( | ) | ||||||
| Prepayment | ( | ) | ( | ) | ||||
| Amount due to a director | ||||||||
| Other accruals | ( | ) | ||||||
| Net cash flows used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITY: | ||||||||
| Proceeds from issuance of share | ||||||||
| Net cash flows provided by financing activity | ||||||||
| Effect of exchange rate changes in cash and cash equivalents | ||||||||
| Net changes in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents, beginning of year | ||||||||
| CASH AND CASH EQUIVALENTS, END OF YEAR | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOWS INFORMATION | ||||||||
| Income taxes paid | $ | $ | ||||||
| Interest paid | $ | $ | ||||||
See accompanying notes to financial statements.
| F-6 |
KEEMO FASHION GROUP LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 2024 AND 2023
(Currency expressed in United States Dollars (“US$”), except for number of shares)
1. ORGANIZATION AND BUSINESS BACKGROUND
KEEMO Fashion Group Limited, a Nevada corporation, (herein referred as “the Company”) was incorporated under the laws of the State of Nevada on April 22, 2022.
KEEMO Fashion Group Limited is headquartered in Shenzhen, People Republic of China (herein referred as (“China”). We primarily operate in men and women apparel and garment trading business, focusing on wholesaling to distributors mainly based in Asian countries, sourcing directly from manufacturers in China. We do not maintain and operate any production and manufacturing of apparel facility or machine and equipment.
The Company’s executive office is located at 69, Wanke Boyu, Xili Liuxin 1st Rd, Nanshan District, Shenzhen, Guangdong 518052, China.
On
July 25, 2024, the Board of Directors approved a
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements of the Company are prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). The Company has adopted July 31 as its fiscal year end.
Going Concern
For
the year ended July 31, 2024, the Company incurred a net loss of $
Use of Estimates
Management uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheets, and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates.
Cash and Cash Equivalents
Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.
| F-7 |
Revenue Recognition
Revenue is generated through wholesale business of men and women apparel and garment to customer. Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods and services. The Company applies the following five-step model in order to determine this amount:
(i) identification of the promised goods and services in the contract;
(ii) determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the contract;
(iii) measurement of the transaction price, including the constraint on variable consideration;
(iv) allocation of the transaction price to the performance obligations; and
(v) recognition of revenue when (or as) the Company satisfies each performance obligation.
The Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under Topic 606, the Company records revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable. The Company records revenue from the wholesale of goods upon the delivery of men and women apparel and garment to the customer.
Credit losses
The Company estimates and records a provision for its expected credit losses related to its financial instruments, including its trade receivables. Management considers historical collection rates, the current financial status of the Company’s customers, macroeconomic factors, and other industry-specific factors when evaluating current expected credit losses. Forward-looking information is also considered in the evaluation of current expected credit losses. However, because of the short time to the expected receipt of accounts receivable, management believes that the carrying value, net of expected losses, approximates fair value and therefore, relies more on historical and current analysis of such financial instruments, including its trade receivables.
To determine the provision for credit losses for accounts receivable, the Company has disaggregated its accounts receivable by class of customer at the business component level, as management determined that risk profile of the Company’s customers is consistent based on the type and industry in which they operate. Each business component is analyzed for estimated credit losses individually. In doing so, the Company establishes a historical loss matrix, based on the previous collections of accounts receivable by the age of such receivables, and evaluates the current and forecasted financial position of its customers, as available. Further, the Company considers macroeconomic factors and the status of the relevant industry to estimate if there are current expected credit losses within its trade receivables based on the trends of the Company’s expectation of the future status of such economic and industry-specific factors. Also, specific allowance amounts are established based on review of outstanding invoices to record the appropriate provision for customers that have a higher probability of default.
Accounts receivable at July 31, 2024 and July 31,
2023 there were
Cost of Revenue
Cost of revenue includes the purchase cost of raw materials for manufacturing and distribute to customers and packing materials. It includes purchasing and receiving costs, internal transfer costs, other costs of distribution network, opening and closing inventory net off discount received and return outwards in cost of revenue.
The Company reports earnings per share in accordance with ASC Topic 260 “Earnings Per Share”, which requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. Further, if the number of common shares outstanding increases as a result of a stock dividend or stock split or decreases as a result of a reverse stock split, the computations of a basic and diluted earnings per share shall be adjusted retroactively for all periods presented to reflect that change in capital structure.
The Company’s basic earnings per share is computed by dividing the net income available to holders by the weighted average number of the Company’s ordinary shares outstanding. Diluted earnings per share reflects the amount of net income available to each ordinary share outstanding during the period plus the number of additional shares that would have been outstanding if potentially dilutive securities had been issued.
Income Taxes
The Company accounts for income taxes using the asset and liability method prescribed by ASC Topic 740 “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the years in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.
New
U.S. federal tax legislation, commonly referred to as the Tax Cuts and Jobs Act (the “U.S. Tax Reform”), was signed into
law on December 22, 2017. The U.S. Tax Reform modified the U.S. Internal Revenue Code by, among other things, reducing the statutory
U.S. federal corporate income tax rate from 35% to
| F-8 |
Related Parties
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
Fair Value Measurement
Accounting Standards Codification (“ASC”) Topic 820 “Fair Value Measurements and Disclosures” (ASC Topic 820), which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The statement clarifies that the exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability in the market in which the reporting entity would transact for the asset or liability, that is, the principal or most advantageous market for the asset or liability. It also emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and that market participant assumptions include assumptions about risk and effect of a restriction on the sale or use of an asset.
This ASC establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).
Recent Accounting Pronouncements
The Company has reviewed all recently issued, but not yet effective, considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.
In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023 and interim periods in fiscal years beginning after December 15, 2024, and early adoption is permitted. The Company is currently evaluating the impact of this ASU may have on its financial statements and related disclosures.
In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. The ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024, and early adoption is permitted. The Company is currently evaluating the impact of this ASU may have on its financial statements and related disclosures.
| F-9 |
3. INVENTORIES
As of July 31, 2024 and 2023, the Company inventories consist of following:
SCHEDULE OF INVENTORIES
As of July 31, 2024 | As of July 31, 2023 | |||||||
| Finished goods | $ | $ | ||||||
| Total inventories | $ | $ | ||||||
No allowance has been provided for the year ended July 31, 2024.
4. PREPAYMENT
As of July 31, 2024 and 2023, prepayment consist of following:
SCHEDULE OF PREPAYMENT
As of July 31, 2024 | As of July 31, 2023 | |||||||
| Stock & Registrar fees | $ | $ | ||||||
| Other professional fee | ||||||||
| Total prepayment | $ | $ | ||||||
5. AMOUNT DUE TO A DIRECTOR
SCHEDULE OF AMOUNT DUE TO A DIRECTOR
As of July 31, 2024 | As of July 31, 2023 | |||||||
| Amount due to a director | $ | $ | ||||||
As
of July 31, 2024, the sole director of the Company advanced $
Our director, Ms. Liu Lu, has not been compensated for the services.
6. OTHER ACCRUALS
SCHEDULE OF OTHER ACCRUALS
As of July 31, 2024 | As of July 31, 2023 | |||||||
| Accrued expenses | $ | $ | ||||||
| Total other accruals | $ | $ | ||||||
Accrued expenses for the years ended July 31, 2024 and 2023 consist of accrued audit fees, transfer agent fee and other professional fee.
| F-10 |
7. SHAREHOLDERS’ EQUITY
On April 22, 2022, upon the incorporation of the Company, Liu Lu, subscribed to shares of common stock at par value of $ per share for a total subscription value of $.
On
26 July, 2023, the Company issued shares of common stock being sold at $ per share for a total of $
On
July 25, 2024, the Board of Directors approved a
As of July 31, 2024, the Company has shares of common stock issued and outstanding.
The Company has shares of commons stock authorized.
8. INCOME TAX
The loss from operation before income tax of the Company for the years ended July 31, 2024 and 2023 were comprised of the following:
SCHEDULE OF LOSS FROM OPERATION BEFORE INCOME TAX
| 2024 | 2023 | |||||||
| For the years ended July 31 | ||||||||
| 2024 | 2023 | |||||||
| Tax jurisdictions from: | ||||||||
| – Local | $ | ( | ) | $ | ( | ) | ||
| Loss before income taxes | $ | ( | ) | $ | ( | ) | ||
United States of America
The
Company is registered in the State of Nevada and is subject to the tax laws of the United States of America. As of July 31, 2024, the
operations in the United States of America incurred $
The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of July 31, 2024 and July 31, 2023:
SCHEDULE OF COMPONENTS OF AGGREGATE DEFERRED TAX ASSETS
| As of July 31 | ||||||||
| 2024 | 2023 | |||||||
| Deferred tax assets: | ||||||||
| Net operating loss carryforwards | $ | $ | ||||||
| – United States of America | ||||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Deferred tax assets | $ | $ | ||||||
Management
believes that it is more likely than not that the deferred tax assets will not be fully realizable in the future. Accordingly, the Company
provided for a full valuation allowance against its deferred tax assets of $
| F-11 |
9. CONCENTRATION OF RISK
Customer Concentration
For
the year ended July 31, 2024, the Company generated total revenue of $
For
the year ended July 31, 2023, the Company generated total revenue of $
SCHEDULE OF CONCENTRATION OF RISK
| For the year ended July 31 | ||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| Revenues | Percentage of revenues | Accounts receivable, trade | ||||||||||||||||||||||
| Customer A | $ | $ | % | % | $ | $ | ||||||||||||||||||
| Customer B | % | % | ||||||||||||||||||||||
| Customer C | % | % | ||||||||||||||||||||||
| Customer D | % | % | ||||||||||||||||||||||
| Customer E | % | % | ||||||||||||||||||||||
| Total | $ | $ | % | % | $ | $ | ||||||||||||||||||
Supplier Concentration
For
the year ended July 31, 2024, the Company incurred cost of revenue of $
| For the year ended July 31 | ||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| Cost of revenue | Percentage of Cost of revenue | Accounts payable, trade | ||||||||||||||||||||||
| Vendor A | $ | $ | % | % | $ | $ | ||||||||||||||||||
| Vendor B | % | % | ||||||||||||||||||||||
| Vendor C | % | % | ||||||||||||||||||||||
| Total | $ | $ | % | % | $ | $ | ||||||||||||||||||
| F-12 |
10. SEGMENT REPORTING
ASC
280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with
the Company’s internal organization structure as well as information about services categories, business segments and major customers
in financial statements. The Company has reportable segment based on business unit, apparel and garment trading business and
In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes.
SCHEDULE OF SEGMENT REPORTING
| For the Year Ended and As of July 31, 2024 | ||||||||
| By Business Unit | Apparel & Garment Trading Business | Total | ||||||
| Revenue | $ | $ | ||||||
| Cost of revenue | ( | ) | ( | ) | ||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Loss from operations | ( | ) | ( | ) | ||||
| Total assets | $ | $ | ||||||
| Capital expenditure | $ | $ | ||||||
| For the Year Ended and As of July 31, 2023 | ||||||||
| By Business Unit | Apparel & Garment Trading Business | Total | ||||||
| Revenue | $ | $ | ||||||
| Cost of revenue | ( | ) | ( | ) | ||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Loss from operations | ( | ) | ( | ) | ||||
| Total assets | $ | $ | ||||||
| Capital expenditure | $ | $ | ||||||
| For the Year Ended and | ||||||||||||
| As of July 31, 2024 | ||||||||||||
| By Country | United States | Non-United States | Total | |||||||||
| Revenue | $ | $ | $ | |||||||||
| Cost of revenue | ( | ) | ( | ) | ||||||||
| General and administrative expenses | ( | ) | ( | ) | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||||||
| Total assets | $ | $ | $ | |||||||||
| Capital expenditure | $ | $ | $ | |||||||||
| For the Year Ended and | ||||||||||||
| As of July 31, 2023 | ||||||||||||
| By Country | United States | Non-United States | Total | |||||||||
| Revenue | $ | $ | $ | |||||||||
| Cost of revenue | ( | ) | ( | ) | ||||||||
| General and administrative expenses | ( | ) | ( | ) | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||||||
| Total assets | $ | $ | $ | |||||||||
| Capital expenditure | $ | $ | $ | |||||||||
| F-13 |
11. GOING CONCERN
For
the year ended July 31, 2024, the Company incurred a net loss of $
12. SUBSEQUENT EVENTS
In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after July 31, 2024 up through the date the Company presented these audited financial statements. During the period, the Company did not have any material recognizable subsequent events.
Forward Stock Split
On
July 25, 2024, our Board of Directors approved an amendment to the Company’s Certificate of Amendment and Restated Certificate
of Incorporation. This amendment was filed on August 2, 2024, and effective as of August 8, 2024, effected a
| F-14 |
EXHIBIT 31.1
CERTIFICATION
I, LIU LU, certify that:
1. I have reviewed this Annual Report on Form 10-K/A of Keemo Fashion Group Limited (the “Company”) for the year ended July 31, 2024;
2. Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b. | Designed such internal control over financial reporting or caused such internal control to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. | |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: March 14, 2025 | By: | /s/ LIU LU |
| Liu Lu | ||
| Chief Executive Officer, President, Secretary, Treasurer, Director | ||
| (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Keemo Fashion Group Limited (the “Company”) on Form 10-K/A for the year ended July 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), The undersigned hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
| (1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
| Date: March 14, 2025 | By: | /s/ LIU LU |
| LIU LU | ||
| Chief Executive Officer, President, Secretary, Treasurer, Director | ||
| (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer) |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.