10-Q
KEEMO Fashion Group Ltd (KMFG)
View as plain text
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Forthe Quarterly Period Ended ### April 30, 2023
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from ______ to ______
Commission
File Number 333-267967
KEEMO
FASHION GROUP LIMITED
(Exact name of registrant issuer as specified in its charter)
| Nevada | 5130 | 32-0686375 |
|---|---|---|
| (State<br> or other jurisdiction of<br><br> <br>incorporation<br> or organization) | (Primary<br> Standard Industrial<br><br> <br>Classification<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> Number) |
69Wanke Boyu, Xili Liuxin 1st Rd, Nanshan District, Shenzhen, Guangdong 518052, China
(Address of principal executive offices, including zip code)
Issuer’s
telephone number: (+86) 176-1282-2030
Company
email: keemofashiongroup@gmail.com
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files).
Yes ☒ 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. (Check one):
| Large Accelerated Filer ☐ | Accelerated Filer ☐ | Non-accelerated Filer ☒ | Smaller reporting company ☒ |
|---|---|---|---|
| Emerging growth company ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING
FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
N/A
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name on each exchange on which registered |
|---|---|---|
| N/A | N/A | N/A |
APPLICABLE
ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Outstanding on June 23, 2023 |
|---|---|
| Common Stock, $0.001 par<br> value | 3,600,000 |
TABLE
OF CONTENTS
| Page | ||
|---|---|---|
| PART I | FINANCIAL INFORMATION | |
| ITEM<br> 1. | CONDENSED FINANCIAL STATEMENTS: | F-1 |
| CONDENSED BALANCE SHEETS AS OF APRIL 30, 2023 (UNAUDITED) AND JULY 31, 2022 (AUDITED) | F-1 | |
| CONDENSED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2023 (UNAUDITED) | F-2 | |
| CONDENSED STATEMENT OF SHAREHOLDERS’ EQUITY FOR THE NINE AND THREE MONTHS ENDED APRIL 30, 2023 (UNAUDITED) | F-3 | |
| CONDENSED STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED APRIL 30, 2023 (UNAUDITED) | F-4 | |
| NOTES TO CONDENSED FINANCIAL STATEMENTS | F-5<br> – F-9 | |
| ITEM<br> 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 3-5 |
| ITEM<br> 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 5 |
| ITEM<br> 4. | CONTROLS AND PROCEDURES | 5 |
| PART II | OTHER INFORMATION | |
| ITEM<br> 1 | LEGAL PROCEEDINGS | 7 |
| ITEM<br> 2 | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 7 |
| ITEM<br> 3 | DEFAULTS UPON SENIOR SECURITIES | 7 |
| ITEM<br> 4 | MINE SAFETY DISCLOSURES | 7 |
| ITEM<br> 5 | OTHER INFORMATION | 7 |
| ITEM<br> 6 | EXHIBITS | 7 |
| SIGNATURES | 8 |
| -2- |
| --- |
PART
I — FINANCIAL INFORMATION
ITEM
- CONDENSED FINANCIAL STATEMENTS
KEEMO
FASHION GROUP LIMITED
CONDENSED
BALANCE SHEETS
AS
OF APRIL 30, 2023 (UNAUDITED) AND JULY 31, 2022
(CURRENCYEXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)
| As of <br><br>April 30, 2023 | As of <br><br>July 31, 2022 | |||||
|---|---|---|---|---|---|---|
| (Unaudited) | (Audited) | |||||
| ASSETS | ||||||
| CURRENT ASSETS | ||||||
| Cash and cash equivalents | $ | 7,083 | $ | 18,080 | ||
| Accounts receivable | 4,992 | - | ||||
| Inventories | 7,197 | 2,504 | ||||
| TOTAL CURRENT ASSETS | 19,272 | 20,584 | ||||
| TOTAL ASSETS | $ | 19,272 | $ | 20,584 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||
| CURRENT LIABILITIES | ||||||
| Accounts payable | 9,986 | - | ||||
| Amount due to a director | 30,419 | 25,758 | ||||
| Other accruals | 6,400 | 7,800 | ||||
| TOTAL CURRENT LIABILITIES | $ | 46,805 | $ | 33,558 | ||
| TOTAL LIABILITIES | $ | 46,805 | $ | 33,558 | ||
| STOCKHOLDERS’ EQUITY | ||||||
| Common stock – Par value $0.001; Authorized: 75,000,000 shares; Issued and outstanding: 3,600,000 shares as of April 30, 2023 and July 31, 2022 | $ | 3,600 | $ | 3,600 | ||
| Accumulated deficit | (31,133 | ) | (16,574 | ) | ||
| TOTAL STOCKHOLDERS’ EQUITY | $ | (27,533 | ) | $ | (12,974 | ) |
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 19,272 | $ | 20,584 |
The
accompanying notes are an integral part of these financial statements.
| F-1 |
| --- |
KEEMO
FASHION GROUP LIMITED
CONDENSED
STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
FOR
THE THREE AND NINE MONTHS ENDED APRIL 30, 2023 AND 2022
(UNDAUDITED)
(CURRENCYEXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)
| Three months ended<br> <br>April 30, | From April 22, 2022 (Date of Inception) to<br> <br>April 30, | Nine months ended<br> <br>April 30, | From April 22, 2022 (Date of Inception) to<br> <br>April 30, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||||||
| REVENUE | $ | 4,992 | $ | - | $ | 9,992 | $ | - | ||||
| COST OF REVENUE | (2,621 | ) | - | (4,913 | ) | - | ||||||
| GROSS PROFIT | 2,371 | - | 5,079 | - | ||||||||
| GENERAL AND ADMINSTRATIVE EXPENSES | (5,177 | ) | (1,296 | ) | (19,638 | ) | (1,296 | ) | ||||
| LOSS FROM OPERATION BEFORE INCOME TAX | (2,806 | ) | (1,296 | ) | (14,559 | ) | (1,296 | ) | ||||
| OTHER INCOME | - | - | - | - | ||||||||
| LOSS BEFORE INCOME TAX | (2,806 | ) | (1,296 | ) | (14,559 | ) | (1,296 | ) | ||||
| INCOME TAX EXPENSES | - | - | - | - | ||||||||
| NET LOSS | (2,806 | ) | (1,296 | ) | (14,559 | ) | (1,296 | ) | ||||
| OTHER COMPREHENSIVE LOSS | - | - | - | - | ||||||||
| TOTAL COMPREHENSIVE LOSS | (2,806 | ) | (1,296 | ) | (14,559 | ) | (1,296 | ) | ||||
| NET LOSS PER SHARE- BASIC AND DILUTED | (0.00 | ) | (0.00 | ) | (0.00 | ) | (0.00 | ) | ||||
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED | 3,600,000 | 3,600,000 | 3,600,000 | 3,600,000 |
The
accompanying notes are an integral part of these financial statements.
| F-2 |
| --- |
KEEMO
FASHION GROUP LIMITED
CONDENSED
STATEMENT OF SHAREHOLDERS’ EQUITY
FOR
THE NINE AND THREE MONTHS ENDED APRIL 30, 2023
(UNDAUDITED)
(CURRENCYEXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)
| Number of shares | Amount | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| COMMON STOCK | ADDITIONAL PAID-IN CAPITAL | ACCUMULATED DEFICIT | TOTAL EQUITY | |||||||||
| Number of shares | Amount | |||||||||||
| Balance as of April 22, 2022 (Date of Inception) | - | $ | - | $ | - | $ | - | $ | - | |||
| Issuance of share capital, founder’s shares | 3,600,000 | 3,600 | - | - | 3,600 | |||||||
| Net loss | - | - | - | (16,574 | ) | (16,574 | ) | |||||
| Balance as of July 31, 2022 | 3,600,000 | 3,600 | - | (16,574 | ) | (12,974 | ) | |||||
| Net loss | - | - | - | (4,945 | ) | (4,945 | ) | |||||
| Balance as of October 31, 2022 | 3,600,000 | 3,600 | - | (21,519 | ) | (17,919 | ) | |||||
| Net loss | - | - | - | (6,808 | ) | (6,808 | ) | |||||
| Balance as of January 31, 2023 | 3,600,000 | 3,600 | - | (28,327 | ) | (24,727 | ) | |||||
| Net loss | - | - | - | (2,806 | ) | (2,806 | ) | |||||
| Balance as of April 30, 2023 | 3,600,000 | 3,600 | - | (31,133 | ) | (27,533 | ) |
The
accompanying notes are an integral part of these financial statements.
| F-3 |
| --- |
KEEMO
FASHION GROUP LIMITED
CONDENSED
STATEMENT OF CASH FLOWS
FOR
THE NINE MONTHS ENDED APRIL 30, 2023
(UNDAUDITED)
(CURRENCYEXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)
| Nine months ended<br> <br>April 30, 2023 | From <br><br>April 22, 2022<br><br> (Date of Inception) to <br><br>April 30, 2022 | |||||
|---|---|---|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||
| Net loss | $ | (14,559 | ) | $ | (1,296 | ) |
| Changes in operating assets and liabilities: | ||||||
| Subscription receivable | - | (3,600 | ) | |||
| Accounts receivable | (4,992 | ) | - | |||
| Inventories | (4,693 | ) | - | |||
| Accounts payable | 9,986 | - | ||||
| Amount due to a director | 4,661 | 1,296 | ||||
| Other accruals | (1,400 | ) | - | |||
| Net cash used in operating activities | (10,997 | ) | (3,600 | ) | ||
| CASH FLOWS FROM FINANCING ACTIVITY: | ||||||
| Proceeds from issuance of shares | $ | - | $ | 3,600 | ||
| Net cash provided by financing activity | - | 3,600 | ||||
| Effect of exchange rate changes on cash and cash equivalent | - | - | ||||
| Net increase in cash and cash equivalents | (10,997 | ) | - | |||
| Cash and cash equivalents, beginning of period | 18,080 | - | ||||
| CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | 7,083 | $ | - | ||
| SUPPLEMENTAL CASH FLOWS INFORMATION | ||||||
| Income taxes paid | $ | - | $ | - | ||
| Interest paid | $ | - | $ | - |
The
accompanying notes are an integral part of these financial statements.
| F-4 |
| --- |
KEEMO
FASHION GROUP LIMITED
NOTES
TO FINANCIAL STATEMENTS
FOR
THE NINE MONTHS ENDED APRIL 30, 2023
(CURRENCYEXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)
(UNAUDITED)
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 China, 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 1^st^ Rd, Nanshan District, Shenzhen, Guangdong 518052, China.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements for KEEMO Fashion Group Limited for the period ended April 30, 2023 are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The Company has adopted July 31 as its fiscal year end.
Going Concern
For
the nine months ended April 30, 2023, the Company incurred a net loss of $14,559 and the current liabilities of the Company exceeded its current assets by $27,533 and has a shareholders’ deficits of $27,533. 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.
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.
Inventories
Inventories consisting of products available for sell, are stated at the lower of cost or market value. Cost of inventory is determined using the first-in, first-out (FIFO) method. Inventory reserve is recorded to write down the cost of inventory to the estimated market value due to slow-moving merchandise and damaged goods, which is dependent upon factors such as historical and forecasted consumer demand, and promotional environment. The Company takes ownership, risks and rewards of the products purchased. Write downs are recorded in cost of revenue in the statement of operations and comprehensive income (loss).
| F-5 |
| --- |
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.
Cost of Revenue
Cost of revenue includes the purchase cost of inventories 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.
Earnings Per Share
The Company reports earnings per share in accordance with ASC 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.
| F-6 |
| --- |
Income Taxes
The Company accounts for income taxes using the asset and liability method prescribed by ASC 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 21% for taxable years beginning after December 31, 2017; limiting and/or eliminating many business deductions; migrating the U.S. to a territorial tax system with a one-time transaction tax on a mandatory deemed repatriation of previously deferred foreign earnings of certain foreign subsidiaries; subject to certain limitations, generally eliminating U.S. corporate income tax on dividends from foreign subsidiaries; and providing for new taxes on certain foreign earnings. Taxpayers may elect to pay the one-time transition tax over eight years, or in a single lump-sum payment.
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”) 820 “Fair Value Measurements and Disclosures”, 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).
Recently issued and adopted accounting pronouncements
In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326). ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. ASU 2016-13 is effective for the Company beginning January 1, 2023, and early adoption is permitted.
The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s financial statements.
| F-7 |
| --- |
3.
INVENTORIES
As
of April 30, 2023, the Company has inventory of $7,197.
4.
ACCOUNTS PAYABLE
As
of April 30, 2023, the Company has accounts payable of $9,986 which comprises of outstanding payment to our supplier.
5.
AMOUNT DUE TO A DIRECTOR
As
of April 30, 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.
Our director, Ms. Liu Lu, has not been compensated for the services.
6.
OTHER ACCRUALS
As
of April 30, 2023, the Company has other accruals of $6,400 which comprises of outstanding audit fees.
7.
SHAREHOLDERS’ EQUITY
On
April 22, 2022, upon the incorporation of the Company, Liu Lu, subscribed to 3,600,000 shares of common stock at par value of $0.001 per share for a total subscription value of $3,600.
As
of April 30, 2023, the Company has 3,600,000 shares of common stock issued and outstanding.
The
Company has 75,000,000 shares of commons stock authorized.
8.
INCOME TAX
The loss from operation before income tax of the Company for the nine months ended April 30, 2023 was comprised of the following:
SCHEDULE
OF LOSS FROM OPERATION BEFORE INCOME TAX
| For the nine months ended April 30, 2023 | |||
|---|---|---|---|
| Tax jurisdictions from: | |||
| – Local | $ | (14,559 | ) |
| Loss from operation before income tax | $ | (14,559 | ) |
UnitedStates of America
The Tax Act reduces the U.S. statutory corporate tax rate from 35% to 21% for our tax years beginning in 2018, which resulted in the re-measurement of the federal portion of our deferred tax assets from the 35% to 21% tax rate. The Company is registered in the State of Nevada and is subject to United States of America tax law. As of April 30, 2023, the operations in the United States of America incurred $14,559 of cumulative net operating losses (NOL’s) which can be carried forward to offset future taxable income. The NOL carryforwards begin to expire in 2043, if unutilized. The Company has provided for a full valuation allowance of approximately $3,057 against the deferred tax assets on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.
The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of April 30, 2023:
SCHEDULE
OF COMPONENTS OF AGGREGATE DEFERRED TAX ASSETS
| As of<br> <br>April 30, 2023 | |||
|---|---|---|---|
| Deferred tax assets: | |||
| Net operating loss carryforwards | |||
| - United States of America | $ | 3,057 | |
| Less: valuation allowance | (3,057 | ) | |
| 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 $3,057 as of April 30, 2023.
| F-8 |
| --- |
9.
CONCENTRATIONS OF RISK
Customer Concentration
For
the three months ended April 30, 2023, there was one customer who accounted for 100% of the Company’s revenues. For the three months ended April 30, 2023, the Company has accounts receivable of $4,991 from the customer.
For
the nine months ended April 30, 2023, there was three customer who accounted for 100% of the Company’s revenues. For the nine months ended April 30, 2023, the Company has accounts receivable of $4,991 from one of the three customers.
Supplier Concentration
For
the three months ended April 30, 2023, there was one supplier who accounted for 100% of the Company’s cost of revenue. For the three months ended April 30, 2023, the Company has accounts payable of $9,986 from the supplier.
For
the nine months ended April 30, 2023, there was two suppliers who accounted for 100% of the Company’s cost of revenue. For the three months ended April 30, 2023, the Company has accounts payable of $9,986 from one of the two suppliers.
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 single reportable segment based on business unit, apparel and garment trading business and single reportable segment based on country, China.
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 Nine Months Ended <br><br>and As of April 30, 2023 | ||||||
|---|---|---|---|---|---|---|
| By Business Unit | Apparel & Garment Trading Business | Total | ||||
| Revenue | $ | 9,992 | $ | 9,992 | ||
| Cost of revenue | (4,913 | ) | (4,913 | ) | ||
| General and administrative expenses | (19,638 | ) | (19,638 | ) | ||
| Loss from operations | (14,559 | ) | (14,559 | ) | ||
| Total assets | $ | 19,272 | $ | 19,272 | ||
| Capital expenditure | $ | - | $ | - | ||
| By Country | China | Total | ||||
| --- | --- | --- | --- | --- | --- | --- |
| For the Nine Months Ended <br><br>and As of April 30, 2023 | ||||||
| By Country | China | Total | ||||
| Revenue | $ | 9,992 | $ | 9,992 | ||
| Cost of revenue | (4,913 | ) | (4,913 | ) | ||
| General and administrative expenses | (19,638 | ) | (19,638 | ) | ||
| Loss from operations | (14,559 | ) | (14,559 | ) | ||
| Total assets | $ | 19,272 | $ | 19,272 | ||
| Capital expenditure | $ | - | $ | - |
11.
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 April 30, 2023 up through the date the Company issued the financial statements.
| F-9 |
| --- |
ITEM
- MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Theinformation contained in this quarter report on Form 10-Q is intended to update the information contained in our Form S-1/A dated May12, 2023, for the period from inception on April 22, 2022 to July 31, 2022 and presumes that readers have access to, and will have read,the “Management’s Discussion and Analysis” and other information contained in such Form S-1/A. The following discussionand analysis also should be read together with our financial statements and the notes to the financial statements included elsewherein this Form 10-Q.
Thefollowing discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of thePrivate Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation,“Management’s Discussion and Analysis” These statements are not guarantees of future performance and involve risks,uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of thedate of this quarter report. You should not put undue reliance on any forward-looking statements. We strongly encourage investors tocarefully read the factors described in our Form S-1/A registration statement, filed on May 12, 2023, in the section entitled “RiskFactors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-lookingstatements. We assume no responsibility to update the forward-looking statements contained in this quarter report on Form 10-Q. The followingshould also be read in conjunction with the unaudited Condensed Financial Statements and notes thereto that appear elsewhere in thisreport.
CompanyOverview
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 China, 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 1^st^ Rd, Nanshan District, Shenzhen, Guangdong 518052, China.
Resultsof operations
FromApril 22, 2022 (Date of Inception) to April 30, 2022
Revenues
From April 22, 2022 (Date of Inception) to April 30, 2022, the Company has not generated any revenue nor incurring and cost of revenue due to the Company unable to close any deal during the period ended April 30, 2022.
Generaland Administrative Expenses
From April 22, 2022 (Date of Inception) to April 30, 2022, the Company had general and administrative expenses in the amount of $1,296. These were primarily comprised of audit fees, stock and registrar fees, and other professional fees.
NetLoss
From April 22, 2022 (Date of Inception) to April 30, 2022, the Company has incurred a net loss of $1,296.
| -3- |
| --- |
Threemonths ended April 30, 2023
CashBalance
Our cash and cash equivalents are $7,083. 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 in order to increase our current level of operations for the next twelve-month period, we require further funding.
Revenues
For the three months ended April 30, 2023, the Company generated a revenue of $4,992.
Generaland Administrative Expenses
For the three months ended April 30, 2023, the Company had general and administrative expenses in the amount of $5,177. These were primarily comprised of audit fees and professional fees.
NetLoss
Our net loss for the three months ended April 30, 2023 was $2,806.
Ninemonths ended April 30, 2023
CashBalance
Our cash and cash equivalents are $7,083. 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 in order to increase our current level of operations for the next twelve-month period, we require further funding.
Revenues
For the nine months ended April 30, 2023, the Company generated a revenue of $9,992.
Generaland Administrative Expenses
For the nine months ended April 30, 2023, the Company had general and administrative expenses in the amount of $19,638. These were primarily comprised of audit fees, legal and professional fees.
NetLoss
Our net loss for the nine months ended April 30, 2023 was $14,559.
| -4- |
| --- |
Liquidityand Capital Resources
CashUsed in Operating Activities
Net cash used in operating activities was $10,997 for the nine months ended April 30, 2023. Cash used in operating activities was attributable to net loss from operation, increase in inventory, increase in accounts receivable, increase in accounts payable, increase in the amount due to our director, Ms. Liu Lu and decrease in other accruals.
Net cash used in operating activities was $3,600 from April 22, 2022 (Date of Inception) to April 30, 2022. Cash used in operating activities was attributable to net loss from operation, increase in subscription receivable and increase in the amount due to our director, Ms. Liu Lu.
CashProvided by Financing Activity
For the nine months ended April 30, 2023, the Company did not generate nor used any cash in financing activities.
From April 22, 2022 (Date of Inception) to April 30, 2022, the Company received $3,600 from financing cash flow consists of issuance of shares of common stock pursuant to our public offering.
CriticalAccounting Policies
Recentaccounting pronouncements
In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326). ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. ASU 2016-13 is effective for the Company beginning January 1, 2023, and early adoption is permitted.
The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s financial statements.
Item3 Quantitative and Qualitative Disclosures About Market Risk.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
Item4 Controls and Procedures.
DisclosureControls and Procedures
We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit 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 and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer, of the effectiveness of our disclosure controls and procedures as of April 30, 2023. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our chief executive officer concluded 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: (i) 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; (ii) inadequate segregation of duties and effective risk assessment; and (iii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines. The aforementioned material weaknesses were identified by our chief executive officer in connection with the review of our financial statements as of April 30, 2023.
| -5- |
| --- |
Management’sReport 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:
| 1. | pertain to the maintenance<br> of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; |
|---|---|
| 2. | provide reasonable assurance<br> that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that<br> our receipts and expenditures are being made only in accordance with the authorization of our management; and |
| 3. | provide reasonable assurance<br> regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material<br> 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 April 30, 2022. 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.
As of April 30, 2023, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013 and SEC guidance on conducting such assessments. Based on such evaluation, the Company’s management concluded that, during the period covered by this Report, our internal control over financial reporting were not effective due to the presence of material weaknesses.
Changesin Internal Control over Financial Reporting:
There were no changes in our internal control over financial reporting during the nine months ended April 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| -6- |
| --- |
PART
II — OTHER INFORMATION
Item1. Legal Proceedings
We are not subjected to nor engaged in any litigation, arbitration or claim of material importance, and no litigation, arbitration or claim of material importance is known to us to be pending or threatened by or against our Company that would have a material adverse effect on our Company’s results of operations or financial condition. Further, there are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest adverse to our Company.
Item2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item3. Defaults Upon Senior Securities
None.
Item4. Mine Safety Disclosures
Not applicable.
Item5. Other Information.
None.
ITEM6. Exhibits
| 31.1 | Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer |
|---|---|
| 32.1 | Section 1350 Certification of principal executive officer |
| 101.INS | Inline XBRL Instance Document* |
| 101.SCH | Inline XBRL Schema Document* |
| 101.CAL | Inline XBRL Calculation Linkbase Document* |
| 101.DEF | Inline XBRL Definition Linkbase Document* |
| 101.LAB | Inline XBRL Label Linkbase Document* |
| 101.PRE | Inline XBRL Presentation Linkbase Document* |
| 104 | Cover Page Interactive Data File (embedded within the<br> Inline XBRL document) |
| -7- |
| --- |
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 | ||
|---|---|---|
| (Name<br> of Registrant) | ||
| Date:<br> June 23, 2023 | ||
| --- | --- | --- |
| By: | /s/ LIU LU | |
| Liu<br> Lu | ||
| Title: | Chief<br> Executive Officer, President, Secretary, Treasurer, Director | |
| (Principal<br> Executive Officer, Principal Financial Officer, Principal Accounting Officer) |
| -8- |
| --- |
EXHIBIT31.1
CERTIFICATION
I, LIU LU, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Keemo Fashion Group Limited (the “Company”) for the quarter ended April 30, 2023;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
| a. | Designed such disclosure<br> controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material<br> information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,<br> particularly during the period in which this report is being prepared; |
|---|---|
| b. | Designed such internal<br> control over financial reporting, or caused such internal control to be designed under our supervision, to provide reasonable assurance<br> regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance<br> with generally accepted accounting principles. |
| c. | Evaluated the effectiveness<br> of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness<br> 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<br> any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent<br> fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is<br> 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<br> and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely<br> affect the registrant’s ability to record, process, summarize and report financial information; and | |
|---|---|---|
| b. | Any fraud, whether or not<br> material, that involves management or other employees who have a significant role in the registrant’s internal control over<br> financial reporting. | |
| Date: June 23, 2023 | By: | /s/ LIU LU |
| --- | --- | --- |
| Liu Lu | ||
| Chief Executive Officer,<br> President, Secretary, Treasurer, Director | ||
| (Principal Executive Officer,<br> Principal Financial Officer, Principal Accounting Officer) |
EXHIBIT32.1
CERTIFICATION
PURSUANTTO 18
U.S.C.SECTION 1350,
ASADOPTED
PURSUANTTO
SECTION906 OF THE SARBANES-OXLEY
ACTOF 2002
In connection with the quarterly report of Keemo Fashion Group Limited (the “Company”) on Form 10-Q for the period ended April 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), The undersigned hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
| (1) | The Report fully complies<br> with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
|---|---|---|
| (2) | The information contained<br> in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. | |
| Date: June 23, 2023 | By: | /s/ LIU LU |
| --- | --- | --- |
| Liu Lu | ||
| Chief Executive Officer,<br> President, Secretary, Treasurer, Director | ||
| (Principal Executive Officer,<br> 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.