LTESF 6-K
Leet INC. (LTESF)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For
the month of: June, 2025.
Commission File Number:
+603 7783 1636
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
| ☒ Form 20-F | ☐ Form 40-F |
Explanatory Note
Leet Inc (the “Company”) is filing this report of foreign private issuer on Form 6-K to report its financial results for the six months ended June 30, 2025 and to discuss its recent corporate developments.
Attached as Annexes to this report of foreign private issuer on Form 6-K are:
| (1) | the unaudited condensed consolidated interim financial statements and related notes as Annex A; and |
| (2) | the management’s discussion and analysis of financial condition and results of operations as Annex B. |
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Statements in this report of foreign private issuer with respect to the Company’s current plans, estimates, strategies and beliefs and other statements that are not historical facts are forward-looking statements about the future performance of the Company. Forward-looking statements include, but are not limited to, those statements using words such as “believe,” “expect,” “plans,” “strategy,” “prospects,” “forecast,” “estimate,” “project,” “anticipate,” “aim,” “intend,” “seek,” “may,” “might,” “could” or “should,” and words of similar meaning in connection with a discussion of future operations, financial performance, events or conditions. From time to time, oral or written forward-looking statements may also be included in other materials released to the public. These statements are based on management’s assumptions, judgments and beliefs in light of the information currently available to it. The Company cautions investors that a number of important risks and uncertainties could cause actual results to differ materially from those discussed in the forward-looking statements, including but not limited to, product and service demand and acceptance, changes in technology, economic conditions, the impact of competition and pricing, government regulation, and other risks contained in reports filed by the Company with the U.S. Securities and Exchange Commission. Therefore, investors should not place undue reliance on such forward-looking statements. Actual results may differ significantly from those set forth in the forward-looking statements.
All such forward-looking statements, whether written or oral, and whether made by or on behalf of the Company, are expressly qualified by the cautionary statements and any other cautionary statements which may accompany the forward-looking statements. In addition, the Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.
ANNEX INDEX
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| LEET Inc. | |
| Date: September 8, 2025 | By: /s/ Dai Song |
| Name: Dai Song Title: Chief Executive Officer |
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Annex A
LEET INC.
INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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LEET INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2025 AND DECEMBER 31, 2024 (Audited)
(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated
| June 30, 2025 | December 31, 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and bank balances | $ | $ | ||||||
| Accounts receivable | ||||||||
| Amounts due from related parties | | |||||||
| Deposit and other receivables | ||||||||
| Total current assets | ||||||||
| Non-current asset: | ||||||||
| Plant and equipment, net | ||||||||
| Total non-current asset | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accrued liabilities and other payables | $ | $ | ||||||
| Accrued compensation payable to officers and directors | ||||||||
| Amounts due to related parties | ||||||||
| Total current liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| MEZZANINE EQUITY | ||||||||
| Series B Convertible Preferred Stock, shares authorized, $ par value, shares issued and outstanding as of June 30, 2025 and December 31, 2024 respectively | ||||||||
| STOCKHOLDERS’ DEFICIT | ||||||||
| Preferred stock, shares authorized, $ par value: Series A authorized, issued and outstanding | ||||||||
| Common stock, $ par value; shares authorized; shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Accumulated losses | ( | ) | ( | ) | ||||
| Total stockholders’ deficit attributable to the Company | ( | ) | ( | ) | ||||
| Non-controlling interest | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | $ | ||||||
See accompanying notes to these unaudited condensed consolidated financial statements.
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LEET INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)
| Three months | Six months | |||||||||||||||
| ended June 30, | ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of revenue (includes related party expenses, $ | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gross profit (loss) | ( | ) | ( | ) | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Research and development (includes related party expenses, $ | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| General and administrative expenses (includes related party expenses, $ | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Profit (loss) from operations | ( | ) | ( | ) | ( | ) | ||||||||||
| Other income (expense): | ||||||||||||||||
| Written off of accounts receivable | ( | ) | ( | ) | ||||||||||||
| Foreign exchange gain | ||||||||||||||||
| Cybersecurity service income | ||||||||||||||||
| Sundry income | ||||||||||||||||
| Total other income | ||||||||||||||||
| (LOSS) INCOME BEFORE INCOME TAXES | ( | ) | ( | ) | ||||||||||||
| Income tax expense | ||||||||||||||||
| NET (LOSS) INCOME | ( | ) | ( | ) | ||||||||||||
| NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST | ( | ) | ( | ) | ||||||||||||
| NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY | ( | ) | ( | ) | ||||||||||||
| Other comprehensive (loss) income: | ||||||||||||||||
| Foreign currency translation (loss) gain | ( | ) | ( | ) | ||||||||||||
| COMPREHENSIVE (LOSS) INCOME | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| (Loss) income per share | ||||||||||||||||
| - Basic and Diluted | $ | $ | $ | $ | ||||||||||||
| Weighted average number common shares outstanding | ||||||||||||||||
| - Basic and Diluted | ||||||||||||||||
See accompanying notes to these unaudited condensed consolidated financial statements.
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LEET INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)
| Series A Preferred stock | Common stock | Additional | Accumulated other | Non- | Total | |||||||||||||||||||||||||||||||
| No. of | No. of | paid-in | comprehensive | Accumulated | controlling | stockholders’ | ||||||||||||||||||||||||||||||
| shares | Amount | shares | Amount | capital | loss | losses | interests | deficit | ||||||||||||||||||||||||||||
| Balance as of January 1, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||
| Dividend | – | – | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | – | – | ( | ) | ||||||||||||||||||||||||||||||||
| Net loss for the period | – | – | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Balance as of March 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||
| Dividend | – | – | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | – | – | ||||||||||||||||||||||||||||||||||
| Net income for the period | – | – | ( | ) | ||||||||||||||||||||||||||||||||
| Balance as of June 30, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||
| Balance as of January 1, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||
| Dividend | – | – | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | – | – | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Net loss for the period | – | – | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||
| Dividend | – | – | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | – | – | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Net loss for the period | – | – | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
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LEET INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)
| Six months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net (loss) profit | $ | ( | ) | $ | ||||
| Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
| Depreciation on plant and equipment | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Unbilled revenue | ( | ) | ||||||
| Deposit and other receivables | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Accrued liabilities and other payables | ( | ) | ( | ) | ||||
| Contract liability | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Advances from a director | ||||||||
| Advances from related parties | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect on exchange rate change on cash and cash equivalents | ||||||||
| Net decrease in cash | ( | ) | ( | ) | ||||
| CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | ||||||||
| CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||||||
| Cash paid for tax | $ | $ | ||||||
| Cash paid for interest | $ | $ | ||||||
See accompanying notes to unaudited condensed consolidated financial statements.
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LEET INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025
| 1. | DESCRIPTION OF BUSINESS AND ORGANIZATION |
Leet Inc. (“the Company” or “LTES”) was incorporated on July 2, 2013 under the laws of the State of Delaware under the name Leet Technology Inc. It has since merged wih Leet Inc. with Leet Inc. being the surviving entity, having redomiciled under the laws of the British Virgin Islands (“BVI”). The Company currently operates an eSports platform in Malaysia.
Description of subsidiaries:
| Name |
Place of incorporation and kind of legal entity |
Principal activities |
Particulars of registered / paid up share capital |
Effective interest held | ||||
1,000,000 Series A preferred shares at no par value
10,000,000 Series B preferred shares at no par value
9,000,000 preferred shares at no par value
|
||||||||
The Company and its subsidiaries are hereinafter referred to as (the “Company”). On January 11, 2023, Leet Technology Inc., a U.S. domestic corporation, completed a merger with Leet Inc., a company incorporated in the British Virgin Islands. As a result of the merger, Leet Inc. became the surviving entity and successor issuer under Rule 12g-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, the Company qualified as a foreign private issuer under SEC rules. On April 29, 2025, the Financial Industry Regulatory Authority (FINRA) approved the Company’s request for corporate action, including a change to its reporting status and related disclosures. Accordingly, effective as of that date, the Company transitioned to the reporting regime applicable to foreign private issuers under the Exchange Act prior to the filing of its most recent Form 10-Q, which was submitted on May 15, 2025, for the quarter ended March 31, 2025. Subsequent to this transition, the Company will furnish interim disclosures on Form 6-K and file its annual reports on Form 20-F in accordance with applicable SEC requirements.
| 2. | LIQUIDITY GOING CONCERN UNCERTAINTIES |
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these condensed consolidated financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business.
The Company has determined that certain factors raise substantial doubt about its ability to continue as a going concern for a least one year from the date of issuance of these unaudited condensed consolidated financial statements.
During the six months ended June 30, 2025, the
Company incurred a net loss of $
The continuation of the Company as a going concern through the next twelve months is dependent upon the continued financial support from its stockholders and related parties. The Company is currently pursuing additional financing for its operations. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations for one year from the date of the filing of the unaudited condensed consolidated financial statements.
These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These unaudited condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.
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| 3. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
The accompanying unaudited condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying unaudited condensed consolidated financial statements and notes.
Basis of presentation
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“US GAAP”) for interim financial reporting, and in accordance with instructions for Form 6-K and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the unaudited condensed consolidated financial statements contained in this report reflect all adjustments that are normal and recurring in nature and considered necessary for a fair presentation of the financial position and the results of operations for the interim periods presented. The year-end balance sheet data was derived from audited financial statements but does not include all disclosures required by US GAAP. The results of operations for the interim period are not necessarily indicative of the results expected for the full year. These unaudited condensed consolidated financial statements, footnote disclosures and other information should be read in conjunction with the financial statements and the notes thereto included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2024, as filed with SEC.
Use of estimates and assumptions
In preparing these unaudited condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements during the period reported. Actual results may differ from these estimates.
Basis of consolidation
The unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All inter-company balances and transactions within the Company have been eliminated upon consolidation.
Cash and cash equivalents
Cash and cash equivalents 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.
Accounts receivable and Allowance for Expected Credit Losses
Accounts receivable are recorded in accordance with Accounting Standards Codification (“ASC”) 310, “Receivables.” Accounts receivable are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms, generally 30 to 90 days from completion of service. Credit is extended based on evaluation of a customer's financial condition, the customer creditworthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. At the end of each quarter, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company will consider the allowance for expected credit losses resulting from the inability of its customers to make required payments. For the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law.
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Accounts receivable are carried at the invoiced amounts, less an allowance for expected credit losses, and generally do not bear interest. The Company’s allowance for expected credit losses estimates the amount of expected future credit losses by analyzing accounts receivable balances by age and applying historical write-off and collection experience. The Company’s estimates separately consider macroeconomic trends, specific circumstances and credit conditions of customer receivables. Account balances are written off against the allowance when it is determined the receivable will not be recovered.
Plant and equipment
Plant and equipment are stated at historical cost less accumulated depreciation. Leasehold improvements are amortized over the lessor of the based term of the lease or 5 years of the leasehold improvement. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:
| Expected useful lives | ||
| Computer and equipment | ||
| Furniture and fixtures |
Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.
Research and development costs
Research and development costs are expensed as incurred and consist of development work associated with our existing technology, customer solutions and processes. Our research and development expenses relate primarily to payroll costs for personnel, costs associated with various projects, including testing, development and other related expenses.
Impairment of long-lived assets
In accordance with the provisions of ASC Topic 360, “Impairment or Disposal of Long-Lived Assets”, all long-lived assets such as plant and equipment, intangible assets, and right of use (“ROU”) assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. There was no impairment charge for the three and six months ended June 30, 2025 and 2024.
Contract liability
Billing practices for the Company’s contracts are governed by the contract terms of each project. Billings do not necessarily correlate with revenues recognized. The Company records contract liabilities to account for these differences in timing.
The contract liability, represents the Company’s obligation to transfer goods or services to a customer for which the Company has been paid by the customer or for which the Company is obligated to perform under the contract. Revenue for future services reflected in this account are recognized, and the liability is reduced, as the Company subsequently satisfies the performance obligation under the contract.
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Revenue recognition
The revenue of the Company is currently generated from the provision of white label solutions and esports event management and team services. The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606 – Revenue from Contracts with Customers (“ASC 606”) when control of a product or service is transferred to a customer.
Under ASC 606, a performance obligation is a promise within a contract to transfer a distinct good or service, or a series of distinct goods and services, to a customer. Revenue is recognized when performance obligations are satisfied, and the customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for goods or services. Under the standard, a contract’s transaction price is allocated to each distinct performance obligation. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps:
| · | identify the contract with a customer; | |
| · | identify the performance obligations in the contract; | |
| · | determine the transaction price; | |
| · | allocate the transaction price to performance obligations in the contract; and | |
| · | recognize revenue as the performance obligation is satisfied. |
White Label Solutions Revenue
The Company derives revenue from the provision of white label solutions. The Company offers white label, contracted licensed, solutions primarily to their information & communications technology (“ICT”) partners. The Company engages its ICT partners to utilize its Matchroom.net Platform. For customers who have their own platforms and apps being used, the Company will customize the design of Matchroom.net to meet the customer’s need and integrate, a customized solution into the customer’s system. The Matchroom.net platform and software solution is customizable to the specific needs of each customer and can be integrated across multiple platforms. On average it will take the Company three months to complete the customization of the platform for a customers use.
The Company’s typical arrangement involves customizing the Matchroom.net platform solution, which requires technical programming support to build out the platform to its customers specifications. As a result, in analyzing the performance obligations being provided to the customer the Company considers the software license and customization services as a single performance obligation as required by ASC 606. In carrying out the services under these arrangements, the Company is often provided with upfront payment which is deferred and recognized into revenue over the duration of the contract.
Esports Tournament Management and Team Services Revenue
The Company derives revenue from esports tournament management and team services. The Company offers tournament management services to their customers, whereby they are engaged to provide the service of managing and hosting a tournament of the customer’s choice. The Company provides the required manpower and skills to host and manage an esports tournament on their own Matchroom.net platform or on the platform of the customer. The hosting and management of these tournaments on behalf of the customer is deemed to be one performance obligation and is met over the period of performance (couple of days) in which the tournament is held.
The amount to be recognized as revenue equals the predetermined event management fee as per the agreement in place between the Company and the customer. The Company fulfills its performance obligation through the execution and completion of hosting the tournament, over the period of performance that being the multi-day tournament. The amount per the contract is based on the needs of the customer and the required level of manpower or skills needed for the relevant tournament.
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Apart from hosting the tournaments of other customers, the Company also hosts and managed their own internally held tournaments. The Company will obtain sponsorship agreements with other third-party entities whereby the Company commits to deliver certain sponsor and promotional services in exchange for consideration. Upon completion of the tournament a work completion report will be generated and communicated to the customer. Revenue will be recording pro rata during the duration of the tournament. The Company invoices its promotional partners based on the contracted services within the agreement.
Disaggregation of Revenue
The Company has disaggregated its revenue from contracts with customers into categories based on the nature of the revenue. The following table presents the revenue streams by segments, with the presentation revenue categories presented on the statements of operation for the periods indicated:
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| White label solutions | $ | $ | $ | $ | ||||||||||||
| Matchroom Mini-app solutions | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
Income taxes
Income taxes are determined in accordance with the provisions of ASC Topic 740, Income Taxes (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.
As of June 30, 2025 and December 31, 2024, the Company did not have any significant unrecognized uncertain tax positions.
The Company is subject to tax in local and foreign jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the relevant tax authorities.
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Foreign currencies translation
Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the condensed consolidated statement of operations.
The reporting currency of the Company is United
States Dollar (“US$”) and the accompanying condensed consolidated financial statements have been expressed in US$. The functional
currencies of the Company’s operating subsidiaries are their local currencies Bangladeshi Taka (“TAKA”) and Malaysian
Ringgit (“MYR”). TAKA-denominated assets and liabilities are translated into the United States Dollar using the exchange rate
at the balance sheet date
Comprehensive income
ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying unaudited condensed consolidated statements of changes in stockholders’ deficit, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.
Leases
The Company accounts for leases in accordance with Topic 842, “Leases” (“ASC 842”) and determines if an arrangement is a lease at inception. Operating leases are included in operating ROU assets, other current liabilities, and operating lease liabilities in our unaudited condensed consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our unaudited condensed consolidated balance sheets.
ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company generally use the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
In accordance with the guidance in ASC 842, components of a lease should be split into three categories: lease components (e.g. land, building, etc.), non-lease components (e.g. common area maintenance, consumables, etc.), and non-components (e.g. property taxes, insurance, etc.). Subsequently, the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components.
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The Company calculates net income or loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income or loss per share is computed by dividing the net income or loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is the same as basic net loss per share when their inclusion would have an anti-dilutive effect due to the continuing net losses. The following anti-dilutive equity and debt securities were excluded from the computation of net loss per share.
| As of | ||||||||
June 30, 2025 | December 31, 2024 | |||||||
| (Shares) | (Shares) | |||||||
| Convertible shares | ||||||||
Contingencies
The Company follows the ASC 450-20 to report accounting for contingencies. Certain conditions may exist as of the date the unaudited financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s unaudited condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that any matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.
Fair value of financial instruments
The Carrying amounts for cash and cash equivalents, accounts receivable, deposits receivable, accounts payable, accrued liabilities, and other payables approximate their fair value because of their short-term maturity. The Company determined that the carrying amount of accrued compensation payable to officers and directors and amounts due to related parties approximates fair value as these amounts are indicative of the amounts the company would expect to settle in current market exchange.
Stock based compensation
The Company accounts for non-employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation—Stock Compensation, which requires all share-based payments to non-employees to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital.
| 15 |
Series B Convertible Preferred Stock
The Company accounts for the Series B Convertible Preferred Stock in accordance with the guidance in ASC 480, Distinguishing Liabilities from Equity. Preferred stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally preferred stock (including preferred stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity.
Recent accounting pronouncements
Accounting Standards Issued, Adopted
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. Early adoption is permitted. The Company already adopted this ASU on its consolidated financial statements and related disclosures.
Accounting Standards, Issued, Not Yet Effective
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 December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The new standard was issued to improve transparency and decision usefulness of income tax disclosures by providing information that helps investors better understand how an entity’s operations, tax risks, tax planning and operational opportunities affect its tax rate and prospects for future cash flows. The amendments in this update primarily relate to requiring greater disaggregated disclosure of information in the rate reconciliation, income taxes paid, income (loss) from continuing operations before income tax expense (benefit), and income tax expense (benefit) from continuing operations. The ASU is effective for fiscal years beginning after December 15, 2024, and early adoption is permitted. The standard can be applied prospectively or retrospectively.
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. The new standard requires entities to disclose additional information about certain expenses, such as purchases of inventory, employee compensation, depreciation, intangible asset amortization, as well as selling expenses included in commonly presented expense captions on the income statement. The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Companies have the option to apply this guidance either on a retrospective or prospective basis, and early adoption is permitted.
In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. This ASU provides updated guidance for determining the accounting acquirer when a Variable Interest Entity (VIE) that meets the definition of a business is acquired primarily through the exchange of equity interests. Under the new guidance, the general principles for identifying the accounting acquirer in ASC 805-10-55-12 through 55-15 must be applied in equity-based acquisitions of VIEs that are businesses. This contrasts with previous guidance, under which the primary beneficiary of the VIE was automatically considered the accounting acquirer. The amendments are effective for all entities for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. 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.
| 16 |
| 4. | PLANT AND EQUIPMENT |
Plant and equipment consisted of the following:
| As of | ||||||||
| June 30, 2025 | December 31, 2024 | |||||||
| Computer and equipment | $ | $ | ||||||
| Furniture and fixtures | ||||||||
| Leasehold improvements | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| $ | $ | |||||||
Depreciation expense for the three months ended
June 30, 2025 and 2024 were $
Depreciation expense for the six months ended
June 30, 2025 and 2024 were $
| 5. | STOCKHOLDERS’ DEFICIT |
Preferred Stock
The Company’s articles of incorporation authorize the Company to issue up to preferred shares of $ par value.
Series A Preferred Stock
The Company has been authorized to issue shares of Series A Preferred Stock. The Series A shares have the following preferences: no dividend rights; no liquidation preference over the Company’s common stock; no conversion rights; no redemption rights; no call rights by the Company; each share of Series A Preferred stock will have one hundred (100) votes on all matters validly brought to the Company’s common stockholders.
As of June 30, 2025 and December 31, 2024, the total number of Series A preferred shares issued and outstanding was shares.
Series B Convertible Preferred Stock
The Company has authorized shares of Series B Convertible Preferred Stock. The Series B shares have the following preferences: (i) dividend rights in pari passu with the Company’s common stock on an as converted basis, (ii) liquidation preference over the Company’s common stock, (iii) conversion rights of 10 shares of common stock for each share of Series B Convertible Preferred Stock converted, (iv) no redemption rights, (v) no call rights, (vi) each share of Series B Convertible Preferred Stock will have 1,000 votes on all matters validly brought to the Company’s common stock holders.
As of June 30, 2025 and December 31, 2024, there were Series B preferred shares issued or outstanding.
| 17 |
Common Stock
The Company has authorized shares of $par value. Holders of common stock are entitled to one vote for each share held. There are no restrictions that limit the Company’s ability to pay dividends on its common stock, subject to the requirements of the Delaware Revised Statutes. The Company has not declared any dividends since incorporation.
As of June 30, 2025 and December 31, 2024, the Company had a total of shares of its common stock issued and outstanding.
| 6. | MEZZANINE EQUITY |
On September 30, 2022, the Company issued to Porta Capital Limited, Bru Haas (B) Sdn Bhd, Bru Haas Sdn Bhd, Clicque Technology Sdn Bhd, Tilla Network Limited and Porta Network Inc., the Company’s related parties (collectively as the “Related Parties”), an aggregate of shares of Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”), of the Company pursuant to certain Debt Conversion Agreements, each dated September 30, 2022 (the “Debt Conversion Agreement”), between the Related Parties and the Company. Pursuant to the Board Resolution dated September 28, 2022, approving the adoption of certain rights and preferences of Series B Preferred Shares, the Agreements included the following rights: (i) dividend rights where each share of Series B Preferred Stock accrues an annual dividend of 8% and (ii) redemption rights only at the option of the Company at a rate of 110% during the period ending 360 days after the Issue Date. The price per Series B Preferred Stock is 0.80 USD. The Series B Preferred Shares were issued on September 30, 2022 in exchange for all or a portion of the balances due to each Related Party as of June 30, 2022. Because all of the shareholders of the Series B Preferred Shares are related parties of the company and majority owned by the the same majority owner of the Company, it's determined that the preferred shareholders can control the Company's ability to exercise its redemption right at any time and therefore, mezzanine equity classification is appropriate in accordance with ASC - 480, Distinguishing Liabilities from Equity.
| Preferred Stock – Series B – As of December 31, 2024 | $ | |||
| Dividends of Series B Convertible Preferred Stock as of December 31, 2024 | ||||
| Preferred Stock – Series B – As of December 31, 2024 | ||||
| Dividends of Series B Convertible Preferred Stock as of March 31, 2025 | ||||
| Preferred Stock – Series B – As of March 31, 2025 | ||||
| Dividends of Series B Convertible Preferred Stock as of June 30, 2025 | ||||
| Preferred Stock – Series B – As of June 30, 2025 | $ | |||
| 7. | LOSS PER SHARE |
Net loss per share is provided in accordance with FASB ASC 260-10, “Earnings per share”. Basic net loss per common share (“EPS”) is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted loss per share is computed by dividing net loss by the weighted average shares outstanding, assuming all dilutive potential common shares were issued, unless doing so is anti-dilutive.
| 18 |
The following table sets forth the computation of basic and diluted net income (loss) per share for the three and six months ended June 30, 2025 and 2024:
For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net (loss) income attributable to the Company | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Weighted average number of common shares outstanding, basic and diluted | ||||||||||||||||
| Basic and diluted (loss) income per common share: | $ | ) | $ | $ | ) | $ | ||||||||||
The following anti-dilutive equity and debt securities were excluded from the computation of net loss per share.
| As of | ||||||||
June 30, 2025 | December 31, 2024 | |||||||
| (Shares) | (Shares) | |||||||
| Convertible shares | ||||||||
| 8. | INCOME TAX |
At June 30, 2025, the Company’s subsidiary
operating in Malaysia has net operating loss of approximately $
At June 30, 2025, the Company’s subsidiary
operating in Bangladesh has net operating loss carryforwards of $
The Company follows the provision of ASC 740 which prescribes a comprehensive model for how a company should recognize, measure, present, and disclose in its financial statements uncertain tax positions that the Company has taken or expects to take on a tax return. The Company did not have any unrecognized tax positions or benefits as of June 30, 2025 and December 31, 2024. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. We do not expect any material changes in our unrecognized tax benefits over the next 12 months.
The Company’s ability to utilize U.S. net operating loss carryforwards to offset future taxable income may be deferred or limited significantly if the Company were to experience an “ownership change” as defined in section 382 of the Internal Revenue Code of 1986, as amended, and corresponding provisions of state law. In general, an ownership change occurs when the ownership of the Company’s stock by 5 percent or more shareholders “5-percent shareholders” exceeds 50 percentage points within a three-year period. We have not conducted a Section 382 study to determine whether the use of our U.S. net operating losses is limited. We may have experienced ownership changes in the past, and we may experience ownership changes in the future, some of which are outside our control. This could limit the amount of net operating losses that we can utilize annually to offset future taxable income or tax liabilities.
| 19 |
| 9. | RELATED PARTY BALANCES AND TRANSACTIONS |
Related party balances consisted of the following:
| As of | ||||||||
| June 30, 2025 | December 31, 2024 | |||||||
| Due to Porta Capital Limited (“Porta Capital”) | $ | $ | ||||||
| Due to Bru Haas (B) Sdn Bhd (“Bru Haas (B)”) | ||||||||
| Due to Bru Haas Sdn Bhd (“Bru Haas”) | ||||||||
| Due to/(from) Veo Edge Technology Limited | ( | ) | ||||||
| Due from Clicque Technology Snd Bhd (“Clicque”) | ( | ) | ( | ) | ||||
| Due to directors | ||||||||
| Due to Leet Entertainment Group Limited (“Leet HK”) | ||||||||
| $ | $ | |||||||
Mr. Song is the director and major shareholder of the Company, and he is also the major shareholder of Porta Capital, Bru Haas (B), Bru Haas, Tila Network, and Porta Network. Amount due to these related companies are those trade and non-trade payables arising from transactions between the Company and the related companies, such as advances made by the related companies on behalf of the Company, and advances made by the Company on behalf of the related companies. Those advances are unsecured, non-interest bearing and have no fixed terms of repayment.
The advances from Mr. Song are mainly for working capital purpose. The advances are unsecured, non-interest bearing and have no fixed terms of repayment.
| Six months ended June 30, | ||||||||||
| Nature of transactions with related parties | 2025 | 2024 | ||||||||
| Research and development consulting fee to related parties: | ||||||||||
| - Porta Capital | (a) | $ | $ | |||||||
| Consultancy fee to related parties | ||||||||||
| - Clicque | (b) | $ | $ | |||||||
| Rent expense of Matchroom platform server to related parties: | ||||||||||
| - Porta Capital | (c) | $ | $ | |||||||
| - Bru Haas (B) | (d) | |||||||||
| - Clicque | (d) | |||||||||
| Total | $ | $ | ||||||||
| Network Bandwidth expense to Bru Haas (B) | (e) | $ | $ | |||||||
| Director fee | ||||||||||
| - Ganesha | $ | $ | ||||||||
| 20 |
Both platform server rent expense and network bandwidth expense are recorded in the cost of revenue.
(a) The Company entered a consultancy service agreement with Porta Capital for a fixed period of 56 months commenced from May 1, 2017. The consultancy service fee is $3,000 per month and the agreement was renewed for another fixed period of 24 months on January 1, 2022.
(b) The Company entered two separate consultancy service agreements with Clicque for a fixed period of 36 months each commenced from June 1, 2021 and December 1, 2021. The consultancy service fees are RM 40,000 (equivalent to approximately $9,700) per month and RM 15,000 (equivalent to approximately $3,600) per month, respectively.
(c) The Company entered a platform server rental agreement with Porta Capital for a fixed period of 60 months commenced from March 1, 2021. The rent is $9,500 per month.
(d) The Company entered a platform server rental agreement with Bru Haas (B) for a fixed period of 60 months commenced from July 1, 2021. The rent is $20,000 per month. In additions, the Company entered a service agreement with Bru Haas (B) providing security operations center service for a fixed period of 12 months commenced from February 17, 2022. The service fee is $4,705 per month.
(e) The Company entered a network bandwidth rental agreement with Bru Haas (B) for a fixed period of 12 months commenced from January 1, 2022. The rent is $18,000 per month.
During the six months ended June 30, 2025 and 2024, the Company utilized space on a rent-free basis in the office located at Unit 805, 8th Floor, Menara Mutiara Majestic, Jalan Othman, Petaling Jaya 46000, Selangor, Malaysia which is owned by Mr. Song. The fair market value of the rent is RM1,500 per month.
Mr. Song is the director and major shareholder of the Company, and he is also the major shareholder of Porta Capital, Bru Haas (B), Bru Haas, Tila Network, and Porta Network. Amount due to these related companies are those trade and non-trade payables arising from transactions between the Company and the related companies, such as advances made by the related companies on behalf of the Company, and advances made by the Company on behalf of the related companies. Those advances are unsecured, non-interest bearing and have no fixed terms of repayment.
The advances to Mr. Song are mainly for working capital purpose. The advances are unsecured, non-interest bearing and have no fixed terms of repayment.
| 10. | CONCENTRATIONS OF RISK |
The Company is exposed to the following concentrations of risk:
| (a) | Major customers |
For the six months ended June 30, 2025, the individual customer who accounts for 10% or more of the Company’s revenues and its outstanding receivable balances as at period-end dates, are presented as follows:
| Six months ended June 30, 2025 | June 30, 2025 | ||||||||||||
| Customers | Revenues | Percentage of revenues |
Accounts receivable | ||||||||||
| Customer B | $ | $ | |||||||||||
| Customer C | |||||||||||||
| Total: | $ | Total: | $ | ||||||||||
| 21 |
For the six months ended June 30, 2024, the individual customer who accounts for 10% or more of the Company’s revenues and its outstanding receivable balances as at period-end dates, are presented as follows:
| Six months ended June 30, 2024 | June 30, 2024 | ||||||||||||
| Customers | Revenues | Percentage of revenues |
Accounts receivable | ||||||||||
| Customer A | $ | $ | |||||||||||
| Total: | $ | Total: | $ | ||||||||||
(b) |
Major suppliers |
For the six months ended June 30, 2025, the individual supplier who accounts for 10% or more of the Company’s cost of revenue and its outstanding payable balances as at period-end dates, are presented as follows:
| Six months ended June 30, 2025 | June 30, 2025 | ||||||||||||
| Suppliers | Cost of revenue | Percentage of cost of revenue |
Amount due to related parties | ||||||||||
| Supplier A | $ | $ | |||||||||||
| Supplier B | |||||||||||||
| Total: | $ | Total: | $ | ||||||||||
For the six months ended June 30, 2024, the individual supplier who accounts for 10% or more of the Company’s cost of revenue and its outstanding payable balances as at period-end dates, are presented as follows:
| Six months ended June 30 , 2024 | June 30, 2024 | ||||||||||||
| Suppliers | Cost of revenue | Percentage of cost of revenue |
Amount due to related parties | ||||||||||
| Supplier A | $ | $ | |||||||||||
| Supplier B | |||||||||||||
| Total: | $ | Total: | $ | ||||||||||
| 22 |
| (c) | Economic and political risk |
The Company’s major operations are conducted in Malaysia. Accordingly, the political, economic, and legal environments in Malaysia, as well as the general state of Malaysia’s economy may influence the Company’s business, financial condition, and results of operations.
| (d) | Exchange rate risk |
The Company cannot guarantee that the current exchange rate will remain steady; therefore, there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of TAKA and MYR converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.
| (e) | Concentration of credit risk |
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company maintains cash with various financial institutions in Hong Kong and Malaysia. Cash are maintained with high credit quality institutions, the composition and maturities of which are regularly monitored by management. The Perbadanan Insurans Deposit Malaysia (“PIDM”) pays compensation up to a limit of RM250,000 if the bank with which an individual/a company hold its eligible deposit fails. At June 30, 2025 and December 31, 2024, the Company did not have deposit funds that exceeded the insured limits in Malaysia.
| 12. | COMMITMENTS AND CONTINGENCIES |
The Company from time to time may be involved in legal proceedings and disputes arising in the normal course of business. The Company believes that there are no material claims or actions pending or threatened against the Company.
On April 28, 2021, the Company entered into a financial advisory agreement, (“the agreement”) with Maxim Group, LLC (“Maxim”), a leading full-service investment banking, securities and wealth management firm, pursuant to which Maxim will provide certain advisory services including strategic corporate planning, capitalization, and marketing. Additionally, Maxim, will advise the Company with respect to its objective to list on a national securities exchange. As consideration for Maxim’s services pursuant to the agreement, the Company agreed to issue restricted shares of the Company’s common stock to Maxim equal to 2% of the outstanding shares of the Company’s Common Stock. The Company issued restricted shares, 1% of the outstanding shares of the common stock, upon execution of the agreement. Under the terms of the agreement, the Company is committed to issue additional restricted shares of 1% of the outstanding shares of its common stock upon a successful listing of the Company’s common stock to a national exchange (NASDAQ or NYSE).
On November 4, 2022 (the “Issue Date”),
Leet Inc. (the “Company”) entered into a Securities Purchase Agreement dated as of November 4, 2022 (the “SPA”),
by and between the Company and 1800 Diagonal Lending LLC, a Virginia limited liability company (the “Investor”). Pursuant
to the SPA, among other things, the Company agreed to issue to the Investor a convertible note in the principal amount of $
| 23 |
On August 22, 2023, the Company received Summons
from the National Labour Relations Commission (the “NLRC”) on behalf of its former employee (the “Complainant”)
for mandatory conciliation/mediation conference. On November 16, 2023, the Company received a Notice of Decision from the NLRC ordering
the Company to pay Complainant a monetary award of $
On November 30, 2023, the Complainant submitted a Memorandum of Appeal to the NLRC. On December 11, 2023, the Company submitted Reply to the Memorandum of Appeal.
On July 04 2024, the NLRC rendered its decision partially in favour of the Complainant. On January 14, 2025, the NLRC ordered a writ of execution to be issued against the Company.
The Company is currently waiting for the NLRC to render its decision.
| 13. | SEGMENTED INFORMATION |
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. 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 services.
The Company had no inter-segment sales for the periods presented. Summarized financial information concerning the Company’s reportable segments is shown as below:
| For the six months ended June 30, 2025 | ||||
| By Business Unit | IT | |||
| Revenue | $ | |||
| Cost of revenue | ( | ) | ||
| Depreciation | ( | ) | ||
| Net loss before taxation | ( | ) | ||
| Total assets | $ | |||
| For the six months ended June 30, 2024 | ||||
| By Business Unit | IT | |||
| Revenue | $ | |||
| Cost of revenue | ( | ) | ||
| Depreciation | ( | ) | ||
| Net income before taxation | ||||
| Total assets | $ | |||
| 24 |
| For the six months ended June 30, 2025 | ||||||||||||||||||||
| By Country | United States | British Virgin Islands | Bangladesh | Malaysia | Total | |||||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||||||
| Cost of revenue | ( | ) | ( | ) | ||||||||||||||||
| Depreciation and amortization | ( | ) | ( | ) | ||||||||||||||||
| Net loss before taxation | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Total assets | $ | $ | $ | $ | $ | |||||||||||||||
| For the six months ended June 30, 2024 | ||||||||||||||||||||
| By Country | United States | British Virgin Islands | Bangladesh | Malaysia | Total | |||||||||||||||
| Revenue | $ | $ | $ | $ | $ | |||||||||||||||
| Cost of revenue | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Depreciation and amortization | ( | ) | ( | ) | ||||||||||||||||
| Net loss before taxation | ( | ) | ( | ) | ||||||||||||||||
| Total assets | $ | $ | $ | $ | $ | |||||||||||||||
| 14. | SUBSEQUENT EVENTS |
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to August 14, 2025, the date that the financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements.
| 25 |
Annex B
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Company Overview
The Company operates within the Esports industry and derives revenue from esports tournament management and team services. The Company offers tournament management services to their customers, whereby they are engaged to provide the service of managing and hosting a tournament of the customer’s choice. The Company provides the required manpower and skills to host and manage an esports tournament on their own Matchroom.net platform or on the platform of the customer. Apart from hosting the tournaments of other customers, the Company also hosts and managed their own internally held tournaments. The Company will obtain sponsorship agreements with other third-party entities whereby the Company commits to deliver certain sponsor and promotional services in exchange for consideration.
Going concern
The accompanying unaudited condensed consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
The Company has determined that certain factors raise substantial doubt about its ability to continue as a going concern for a least one year from the date of issuance of these unaudited condensed consolidated financial statements.
During the six months ended June 30, 2025, the Company incurred a net loss of $512,137. As of June 30, 2025, the Company had $26,379 in cash and cash equivalents, working capital deficit of $4,860,011 and accumulated deficit of $13,406,975. The Company believes that its current level of cash are not sufficient to fund its operations and obligations without additional financing.
The continuation of the Company as a going concern through the next twelve months is dependent upon the continued financial support from its stockholders and related parties. The Company is currently pursuing additional financing for its operations. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations for one year from the date of the filing of the unaudited condensed consolidated financial statements.
These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These unaudited condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.
Overview and Outlook
The following comparative analysis on results of operations was based primarily on the comparative unaudited condensed consolidated financial statements, footnotes and related information for the periods identified below and should be read in conjunction with the unaudited condensed consolidated financial statements and the notes to those statements that are included elsewhere in this report.
| 1 |
Six months ended June 30, 2025, compared to the six months ended June 30, 2024
For the six months ended June 30, 2025, the two customers who account for 10% or more of the Company’s revenues and its outstanding receivable balances as at period-end dates, are presented as follows:
| Three months ended June 30, 2025 | June 30, 2025 | ||||||||||||
| Customers | Revenues | Percentage of revenues |
Accounts receivable | ||||||||||
| Customer B | $ | 4,133 | 69% | $ | 1,334 | ||||||||
| Customer C | 1,844 | 31% | – | ||||||||||
| Total: | $ | 5,977 | 100% | Total: | $ | 1,334 | |||||||
For the six months ended June 30, 2024, the individual customer who accounts for 10% or more of the Company’s revenues and its outstanding receivable balances as at period-end dates, are presented as follows:
| Six months ended June 30, 2024 | June 30, 2024 | ||||||||||||
| Customers | Revenues | Percentage of revenues | Accounts receivable | ||||||||||
| Customer A | $ | 534,824 | 97% | $ | 29,084 | ||||||||
| Total: | $ | 534,824 | 97% | Total: | $ | 29,084 | |||||||
All of our major customers are located in Malaysia, India and Philippines.
Revenue decreased to $5,977 for the six months ended June 30, 2025, from $544,318 for the six months ended June 30, 2024. The decrease in revenue is mainly attributed by no revenue being recognised for our white label project entered with Smart Communications, Inc., a large telecommunication provider in the Philippines and Matchroom mini-app solutions for the three months ended June 30, 2025.
Cost of revenue decreased to $303,987 for the six months ended June 30, 2025 from $315,535 for the six months ended June 30, 2024. The decrease in cost of revenue is due to a decrease in rental cost of our platform server and network bandwidth cost during the period as a result of fewer projects taken up by the Company for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024.
General and administrative expenses decreased to $200,020 for the six months ended June 30, 2025, from $246,679 for the six months ended June 30, 2024. The decrease in general and administrative expenses is mainly attributable to a decrease in legal and professional fees, consultancy fees and salaries and wages as a result of fewer projects taken up by the Company for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024.
Net loss increased to $512,137 for the six months ended June 30, 2025, from net income $90,327 for the six months ended June 30, 2024. The increase in net loss is mainly attributed from the decrease in revenue.
| 2 |
Liquidity and Capital Resources
As of June 30, 2025, we had cash and cash equivalents of $26,379 , accounts receivable of $1,542 and deposit and other receivables of $1,277. Such cash amount and other sources of liquidity are not sufficient to support our operation in the next twelve months. The Company is currently pursuing additional financing for its operations. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations. In the absence of such financing, our business will likely fail.
| Six months Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Net cash used in operating activities | $ | (582,225 | ) | $ | (481,715 | ) | ||
| Net cash used in investing activities | – | – | ||||||
| Net cash provided by financing activities | 568,061 | 470,098 | ||||||
Net Cash Used In Operating Activities
For the six months ended June 30, 2025, net cash used in operating activities was $582,225, which consisted primarily of a net loss of $512,137, a decrease in accounts receivable of $3,986, an decrease in deposit and other receivables of $2,206, an decrease in accrued liabilities and other payables of $81,916 and offset by depreciation on plant and equipment of $5,636.
For the six months ended June 30, 2024, net cash used in operating activities was $481,715, which consisted primarily of a net profit of $90,327, an increase in accounts receivable of $19,864, an increase in unbilled revenue of $148,500 an increase in deposit and other receivables of $19,749, a decrease in accrued liabilities and other payables of $97,544, a decrease in account payables of $587 and offset by depreciation on plant and equipment of $5,219 and a decrease in deferred revenue of $291,017.
We expect to continue to rely on cash generated through financing from our existing shareholders and private placements of our securities, to finance our operations and future acquisitions.
Net Cash Used In Investing Activities.
For the six months ended June 30, 2025 and 2024, net cash used in investing activities was $0 and $0.
Net Cash Provided by Financing Activities.
For the six months ended June 30, 2025 and 2024, net cash provided by financing activities was $568,061 and $470,098, respectively which consisted primarily of advances from related parties.
Off-Balance Sheet Arrangements
We have not entered any financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered any derivative contracts that are indexed to our own shares and classified as shareholders’ equity, or that are not reflected in our condensed consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity, or market risk support to such entity. Moreover, we do not have any variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.
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Critical Accounting Policies and Estimates
The preparation of unaudited condensed consolidated financial statements requires management to make estimates and assumptions that impact amounts reported therein. On a regular basis, we evaluate these estimates. These estimates are based on management’s historical industry experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.
For a description of the accounting policies that, in management’s opinion, involve the most significant application of judgment or involve complex estimation and which could, if different judgment or estimates were made, materially affect our reported financial position, results of operations, or cash flows, see the notes to consolidated financial statements included in the Form 10-K for the year ended December 31, 2024, as well as Note 3 to our unaudited condensed consolidated financial statements for the six months ended June 30, 2025.
During the three months ended June 30, 2025, there were no significant changes in our accounting policies and estimates to our unaudited condensed consolidated financial statements.
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