PAVS 0001929980-25-000493 6-K/A Filing: Jun 6, 2025

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K/A

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

PARANOVUS ENTERTAINMENT TECHNOLOGY LIMITED
(Exact name of registrant as specified in its charter)

250 Park Avenue, 7th Floor

New York, NY 10177

516-951-9074

(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

As previously disclosed, on March 31, 2025, Paranovus Entertainment Technology Limited (the “Company”) consummated the acquisition (the “Transaction”) of 51% equity interest in Bomie Wookoo Inc., a corporation organized under the laws of the state of New York (“BW”), pursuant to a share purchase agreement in the form of Exhibit 10.1 to the Current Report on Form 6-K of the Company filed with the U.S. Securities and Exchange Commission (“SEC”) on March 3, 2025 (the “Purchase Agreement”).

The Company filed a Current Report on Form 6-K with the SEC on March 31, 2025 (the “Original Filing”) to report the consummation of the Transaction pursuant to the terms of the Purchase Agreement. This Current Report on Form 6-K/A is being furnished to amend the exhibits of the Original Filing to provide the required financial statements. No other amendments are being made to the Original Filing.

The audited combined financial statements of BW and its subsidiary as of and for the years ended March 31, 2024 and 2023, and the notes thereto, are filed as Exhibit 99.1 hereto and are incorporated herein by reference. The unaudited condensed combined financial statements of BW and its subsidiary as of and for the six months ended September 30, 2024 and 2023, and the notes thereto, are filed as Exhibit 99.2 hereto and are incorporated herein by reference.

The unaudited pro forma combined financial statements as of and for the six months ended September 30, 2024 for the year ended March 31, 2024, and the notes thereto, are filed as Exhibit 99.3 hereto and are incorporated herein by reference.

EXHIBIT INDEX

Exhibit No.		Description
23.1		Consent of Enrome LLP
99.1		Audited combined financial statements of BW for the years ended march 31, 2024 and 2023
99.2		Unaudited condensed combined financial statements of BW for the six months ended September 30, 2024 and 2023
99.3		Unaudited pro forma combined financial statements for the six months ended September 30, 2024 and for the year ended March 31, 2024
2
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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Paranovus Entertainment Technology Limited

Date: June 6, 2025	By:	/s/ Xiaoyue Zhang
	Name:	Xiaoyue Zhang
	Title:	Chief Executive Officer
3
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pavs_ex231.htm

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form F-3 (File No. 333-282103) and Form S-8 (File No. 333-284276) of Paranovus Entertainment Technology Limited of our report dated June 6, 2025, relating to the audited combined financial statements of Bomie Wookoo Inc., which appears in this Current Report on Form 6-K..

/s/ Enrome LLP

Singapore

June 6, 2025

pavs_ex991.htm

EXHIBIT 99.1

INDEX TO COMBINED FINANCIAL STATEMENTS

BOMIE WOOKOO INC. AND SUBSIDIARY

For The Year Ended March 31, 2024 And 2023

TABLE OF CONTENTS

Content Page(s)Report of Independent Registered Public Accounting Firm (PCAOB ID: #6907) F-2Combined Balance Sheets as of March 31, 2024 and 2023 F-3Combined Statements of Operations and Comprehensive Income (Loss) for the years ended March 31, 2024, 2023 F-4Combined Statements of Changes in Shareholders’ Equity for the years ended March 31, 2024 and 2023 F-5Combined Statements of Cash Flows for the years ended March 31, 2024 and 2023 F-6Notes to Combined Financial Statements F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Bomie Wookoo Inc.

Opinion on the Financial Statements

We have audited the accompanying combined balance sheets of Bomie Wookoo Inc. and its subsidiary (the “Company”), as of March 31, 2024 and 2023, and the related combined statements of operations and comprehensive income (loss), changes in shareholders’ equity and cash flows for each of the years ended March 31, 2024 and 2023, including the related notes (collectively referred to as the “combined financial statements”). In our opinion, the combined financial statements present fairly, in all material respects, the combined financial position of the Company as of March 31, 2024 and 2023, and the combined results of its operations and its cash flows for the years ended March 31, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Basis for Opinion

These combined financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s combined financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatements of the combined financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the combined financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the combined financial statements. We believe that our audits provided a reasonable basis for our opinion.

/s/ Enrome LLP

We have served as the Company’s auditor since 2025

Singapore

June 6, 2025

F-2

BOMIE WOOKOO INC .

COMBINED BALANCE SHEETS

AS OF MARCH 31, 2024 AND 2023

(All amounts in USD, except for share and per share data, unless otherwise noted)

2024 2023 Assets Current assets: Cash and cash equivalents 1,681,074 39 Accounts receivable, net 12,193 - Inventories 1,385,438 - Prepaid expenses 450,000 - Total current assets 3,528,705 39 Property and equipment, net 23,874 - Right-of-use assets 253,902 113,389 Total non-current assets 277,776 113,389 Total Assets 3,806,481 113,428 Liabilities And Shareholders’ Equity Current liabilities: Accounts payable 199,710 - Contract liabilities 397,936 - Other current liability 31,990 - Due to the related parties 63,949 27,955 Taxes payable 25,903 58 Lease liabilities 169,337 43,800 Total current liabilities 888,825 71,813 Lease liabilities 103,889 70,457 Total non-current liability 103,889 70,457 Total Liabilities 992,714 142,270 Commitments and contingencies Shareholders’ equity: Paid-in capital - - Additional paid-in capital 200,000 - Retained earnings (Accumulated deficit) 2,613,767 (28,842)Total shareholders’ equity 2,813,767 (28,842 ) Total liabilities and shareholders’ equity 3,806,481 113,428

All values are in US Dollars.

The accompanying notes are an integral part of these combined financial statements.

F-3

BOMIE WOOKOO INC .

COMBINED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

FOR THE YEARS ENDED MARCH 31, 2024 AND 202 3

(All amounts in USD, except for share and per share data, unless otherwise noted)

2024 2023 Revenues 11,341,398 - Cost of revenues (6,870,067) - Gross profit 4,471,331 - Operating expenses: Selling and marketing (518,262) - General and administrative (1,303,968) (28,784)Total operating expenses (1,822,230 ) (28,784 ) Income (loss) from operations 2,649,101 (28,784 ) Other income (expenses): Other income 10,039 - Income (loss) before income taxes 2,659,140 (28,784 ) Income tax expenses (16,531) (58) Net income (loss) 2,642,609 (28,842 ) Comprehensive income (loss) 2,642,609 (28,842 ) Weighted average number of ordinary shares outstanding – basic and diluted 200 200 Earnings (loss) per ordinary share – basic and diluted 13,213 (144)

All values are in US Dollars.

The accompanying notes are an integral part of these combined financial statements.

F-4

BOMIE WOOKOO INC .

COMBINED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE YEARS ENDED MARCH 31, 2024 AND 2023

(All amounts in USD, except for share and per share data, unless otherwise noted)

Paid-in Capital Additional paid-in capital (Note 11) Retained earnings Total shareholders’ equity Balance at March 31, 20 22 - - - - Net loss - - (28,842) (28,842)Balance at March 31, 20 23 - - (28,842 ) (28,842 **)**Net income - - 2,642,609 2,642,609 Increase of capital - 200,000 - 200,000 Balance at March 31, 20 24 - 200,000 2,613,767 2,813,767

All values are in US Dollars.

The accompanying notes are an integral part of these combined financial statements.

F-5

BOMIE WOOKOO INC .

COMBINED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED MARCH 31, 2024 AND 2023

(All amounts in USD, except for share and per share data, unless otherwise noted)

2024 2023 Cash Flows from Operating Activities: Net income (loss) 2,642,609 (28,842)Adjustments to reconcile net income to net cash provided by operating activities: Depreciation of property and equipment 2,649 - Amortization of right-of-use assets 102,136 24,469 Changes in operating assets and liabilities: Accounts receivable, net (12,193) - Inventories (1,385,438) - Prepaid expenses (450,000) - Right-of-use assets (242,649) (137,858)Accounts payable 199,710 - Contract liabilities 397,936 - Other current liability 31,990 - Tax payables 25,845 58 Lease liabilities 158,969 114,257 Net cash provided by (used in) operating activities 1,471,564 (27,916 ) Cash Flows from Investing Activity: Purchases of property and equipment (26,523) - Net cash used in investing activity (26,523 ) - Cash Flows from Financing Activities: Increase of additional paid-in capital 200,000 - Due to related parties 35,994 27,955 Net cash provided by financing activities 235,994 27,955 Net increase in cash and cash equivalents 1,681,035 39 Cash at the beginning of year 39 - Cash at the end of year 1,681,074 39 Supplemental disclosures of cash flows information: Cash paid for income taxes 58 - Supplemental disclosures of non- cash flows information: Obtaining right-of-use assets in exchange for operating lease liabilities 242,649 137,858

All values are in US Dollars.

The accompanying notes are an integral part of these combined financial statements.

F-6

BOMIE WOOKOO INC .

NOTES TO COMBINED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2024 AND 2023

(All amounts in USD, except for share and per share data, unless otherwise noted)

1. ORGANIZATION AND NATURE OF OPERATIONS

Bomie Wookoo Inc. (“the Company” or “BW”), formerly known as TOAO Inc., was incorporated in New York on September 6, 2022. The Company has no substantive operations other than holding all of the equity interest of WooKoo LLC (“Wookoo”) and Bomie US LLC (“Bomie”).

WooKoo was incorporated in Texas on May 25, 2023. Wookoo mainly engages in the sales of luggage, handbags, and accessories through E-commerce platform, utilizing influencer collaboration, live-streaming sales, advertising campaigns, and data-driven strategic consulting to boost the sales and increase the visibility and engagement. Meanwhile, Bomie was incorporated in New Jersey on November 19, 2024. Bomie registers online shops with TikTok and maintains the good standing of them, and lease the shops for use of its customers, to generate service fees and commission.

On November 25, 2023, Mr. Jue Wang and nine individuals shareholders of BW (collectively owns 100%) entered into an Acting in Concert Agreement and agreed to exercise voting rights and other shareholder rights jointly to ensure unified decisions of BW on matters including but not limited to: board elections, mergers, acquisitions, amendments to bylaws, and major financial transactions. Meanwhile, Mr. Jue Wang is the ultimate controller of Wookoo, he can directly make decisions of Wookoo on matters including but not limited to: board elections, mergers, acquisitions, amendments to bylaws, and major financial transactions.

Since BW and Wookoo are effectively controlled by the same Controlling Shareholder Mr. Jue Wang, they are considered under common control. The combination of BW and Wookoo has been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying combined financial statements.

During the reporting periods, the Company have only one subsidiary in the United States as below. Details of the Company and its operating subsidiary are set out below:

Name of subsidiary Place of incorporation Date of incorporation Date of Acquisition Percentage of direct or indirect interests Principal activitiesWooKoo LLC (“Wookoo”) TexasMay 25, 2023 January 1, 2025100%e-commerce sales

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for information pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”).

Principles of consolidation

The accompanying combined financial statements include the financial statements of the Company and its subsidiary, which include the US-registered entity directly or indirectly owned by the Company. All transactions and balances among the Company and its subsidiary have been eliminated upon consolidation. The results of subsidiary acquired or disposed of are recorded in the combined income statements from the effective date of acquisition or up to the effective date of disposal, as appropriate. A subsidiary is an entity in which (i) the Company directly or indirectly controls more than 50% of the voting power; or (ii) the Company has the power to appoint or remove the majority of the members of the board of directors or to cast a majority of votes at the meetings of the board of directors or to govern the financial and operating policies of the investee pursuant to a statute or under an agreement among the shareholders or equity holders.

F-7

Use of estimate and assumptions

The preparation of the Company’s combined financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the combined financial statements and the reported amounts of revenues and expenses during the reporting periods presented. Estimates are adjusted to reflect actual experience when necessary. Significant accounting estimates reflected in the Company’s combined financial statements include, allowance for credit losses, useful lives of long-lived assets, impairment of long-lived assets, sales return and uncertain tax position. Actual results could differ from these estimates.

Functional currency

Both of the reporting currency and the functional currency of the Company are the United States Dollar (“US$”).

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, such as a family member or relative, shareholder, or a related corporation.

Fair value of financial instruments

ASC 825-10 requires certain disclosures regarding the fair value of financial instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

●Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

●Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable and inputs derived from or corroborated by observable market data.

●Level 3 — inputs to the valuation methodology are unobservable.

The fair value of the Company’s financial instruments, including cash, accounts receivable, accounts payable, other current liability and due to the related parties, approximate their recorded values due to their short-term maturities as of March 31, 2024 and 2023.

Cash and cash equivalents

Cash and cash equivalents consist of cash on hand, cash in banks, which are unrestricted as to withdrawal or use, and have insignificant risk of changes in value. The Company maintains all its cash and cash equivalents in national banks in the United States. As of March 31, 2024 and 2023, cash and cash equivalents balances were $1,681,074 and $39, respectively.

F-8

Accounts receivable, net

Accounts receivable represents the Company’s right to consideration in exchange for goods and services that the Company has transferred to the customers before payment is due. Accounts receivable is stated at the historical carrying amount, net of an estimated allowance for uncollectible accounts. The allowance for credit losses for accounts receivable is based upon the current expected credit losses (“CECL”) model. The CECL model requires an estimate of the credit losses expected over the life of accounts receivable since initial recognition, and accounts receivable with similar risk characteristics are grouped together when estimating CECL. In assessing the CECL, the Company applies a roll rate-based method that considers historical collectability based on past due status, the age of the balances, credit quality of the Company’s customers based on ongoing credit evaluations, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect the Company’s ability to collect from customers. There was no allowance for credit losses set up by the Company as of March 31, 2024 and 2023, respectively.

Inventories

The Company holds inventory that is sold through retail, including e-commerce channels. Substantially all of the Company's inventories are comprised of finished goods and are reported at the lower of cost or net realizable value. Cost elements of inventories comprise the purchase price of products, shipping charges to receive products from the suppliers when they are embedded in the purchase price. Cost is determined using the first-in first-out method. Provisions are made for excessive, slow moving, expired and obsolete inventories as well as for inventories with carrying values in excess of market. Certain factors could impact the realizable value of inventory, so the Company continually evaluates the recoverability based on assumptions about customer demand and market conditions. The evaluation may take into consideration historical usage, inventory aging, expiration date, expected demand, anticipated sales price, product obsolescence and other factors. The reserve or write-down is equal to the difference between the cost of inventory and the estimated net realizable value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory reserves or write-downs may be required that could negatively impact the Company’s gross margin and operating results. If actual market conditions are more favorable, the Company may have higher gross margin when products that have been previously reserved or written down are eventually sold. As of March 31, 2024 and 2023, management compared the cost of inventories with their net realizable value and determined no inventory write-down was necessary.

Prepaid expenses

Prepaid expenses primarily consist of prepayments made to vendors or services providers for future services that have not been provided. These advances are unsecured and are reviewed periodically to determine whether their carrying value has become impaired. Management believes that, as of March 31, 2024 and 2023, the Company’s other current assets were not impaired.

Property and equipment

Property and equipment are stated at historical cost (including all expenditures necessary to bring the asset to its intended use) less accumulated depreciation and impairment if any. Depreciation is computed using the straight-line method over the following estimated useful lives.

Useful Life Estimated Residual Value Furniture, fixture and electronic equipment 5 to 7 years 0%

The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the combined statements of operations and comprehensive income (loss). Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals and betterments, which are expected to extend the useful life of assets, are capitalized. The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives.

F-9

Impairment of long-lived assets

The Company evaluates its long-lived assets, including property and equipment with finite lives, for impairment whenever events or changes in circumstances, such as a significant adverse change to market conditions that will impact the future use of the assets, indicate that the carrying amount of an asset may not be fully recoverable. When these events occur, the Company evaluates the recoverability of long-lived assets by comparing the carrying amount of the assets to the future undiscounted cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amount of the assets, the Company recognizes an impairment loss based on the excess of the carrying amount of the assets over their fair value. Fair value is generally determined by discounting the cash flows expected to be generated by the assets, when the market prices are not readily available. The adjusted carrying amount of the assets become new cost basis and are depreciated over the assets’ remaining useful lives. Long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Given no events or changes in circumstances indicating the carrying amount of long-lived assets may not be recovered through the related future net cash flows, the Company did not recognize any impairment loss on long-lived assets for the years ended March 31, 2024 and 2023. There can be no assurance that future events will not have impact on the Company’s revenue or financial position which could result in impairment in the future.

Operating leases

The Company determines if an arrangement is a lease and determines the classification of the lease, as either operating or finance, at commencement. The Company has operating leases for office buildings and has no finance leases as of March 31, 2024 and 2023. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the lease payments over the lease term at commencement date.

As the Company’s leases do not provide an implicit rate, an incremental borrowing rate is used based on the information available at the commencement date, to determine the present value of lease payments. The incremental borrowing rate approximates the rate the Company would pay to borrow in the currency of the lease payments for the weighted-average life of the lease.

The operating lease ROU assets also include any lease payments made prior to lease commencement and exclude lease incentives and initial direct costs incurred if any. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

The Company’s lease agreements contain both lease and non-lease components, which are accounted for separately based on their relative standalone price.

Contingencies

From time to time, the Company is a party to various legal actions arising in the ordinary course of business. The Company accrues costs associated with these matters when they become probable and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. The Company’s management does not expect any liability from the disposition of such claims and litigation individually or in the aggregate would have a material adverse impact on the Company’s combined financial position, results of operations and cash flows.

F-10

Revenue recognition

The Company adopted ASC Topic 606 Revenue from Contracts with Customers (“ASC 606”) on April 1, 2019. Accordingly, the combined financial statements for the years ended March 31, 2024 and 2023 are presented under ASC 606. Under ASC 606, revenue is recognized when control of promised goods or services is transferred to the Company’s customers in an amount of consideration to which an entity expects to be entitled to in exchange for those goods or services. To determine revenue recognition for contracts with customers, the Company performs the following five steps: (i) identify the contract(s) with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) we satisfy the performance obligation.

The Company follows the requirements of Topic 606-10-55-36 through -40, Revenue from Contracts with customers, Principal Agent Considerations, in determining the gross versus net revenue recognition for performance obligation(s) in the contract with a customer. Revenue recorded with the Company acting in the capacity of a principal is reported on a gross basis equal to the full amount of consideration to which we expect in exchange for the goods or services transferred. Revenue recorded with the Company acting in the capacity of an agent is reported on a net basis, exclusive of any consideration provided to the principal party in the transaction.

The Company recognizes revenue for its products sold when it has satisfied a performance obligation by transferring significant risks and rewards of ownership of promised products to the customer. Furthermore, the customer obtains the legal title of and accepts the promised products at a specific time. For each performance obligation satisfied at a point in time, the Company recognizes revenue at a point in time by measuring whether the performance obligation has been met.

The principal versus agent evaluation is matter of judgment that depends on the facts and circumstances of the arrangement and is dependent on whether the Company controls the good or service before it is transferred to the customer or whether we are acting as an agent of a third party. This evaluation is performed separately for each performance obligation identified. For the years ended March 31, 2024 and 2023, there was no revenue recognized on a net basis where the Company is acting as an agent.

For the years ended March 31, 2024 and 2023, the Company’s revenues were primarily derived from sales of luggages, handbags, and accessories through online platform.

Revenue from sales of products through online platform

The Company is principally engaged in the sale of luggage, handbags, and accessories through e-commerce platforms. Revenue from product sales is recognized when control of the goods transfers to the customer, which typically occurs upon customer acceptance.

The Company has determined it acts as the principal in these transactions, as it controls the goods before transfer to the customer. Accordingly, revenue is reported on a gross basis, reflecting the full sales price.

The Company recognizes the revenue net of discounts and return allowances when the products are delivered, and the title is passed to customers. For sale of products through online platform, we estimate the possibility of return based on the historical experience. As of March 31, 2024 and 2023, liabilities for return allowance were not material to the combined financial statements.

Customers are required to pay to the third-party platform before the goods were send out and the Company will receive the amount from the third-party platform upon acceptance. Cash received from the platform prior to revenue recognition is recorded as a contract liability.

Contract liabilities

Contract liability is recorded when a payment is received from a customer before the Company transfers the related goods. Contract liability is recognized as revenue when the Company transfers the goods under the contract.

F-11

Disaggregated information of revenues by services:

For the years ended March 31, 2024 2023 Revenue from sales of products through online platforms 11,313,597 - Others 27,801 - Revenue 11,341,398 -

All values are in US Dollars.

Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker has been identified as the Chief Executive Officer who allocates resources to and assesses the performance of the operating segments of an entity. The Company’s reporting segments are decided based on its operating segments while taking full consideration of various factors such as products and services, geographic location and regulatory environment related to administration of the management. Operating segments meeting the same qualifications are allocated as one reporting segment, providing independent disclosures. The Company does not distinguish between markets or segments for the purpose of internal reports. The Company does not distinguish revenues, costs and expenses between segments in its internal reporting, and reports costs and expenses by nature as a whole. Hence, the Company has only one reportable segment.

Income taxes

The Company follows the liability method of accounting for income taxes in accordance with 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 period 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 rate is recognized in tax expense in the period that includes the enactment date of the change in tax rate.

The Company accounted for uncertainties in income taxes in accordance with ASC 740. Interest and penalties related to unrecognized tax benefit recognized in accordance with ASC 740 are classified in the combined statements of operations and comprehensive income (loss) as income tax benefit (expense).

Advertising expenses

Advertising expenditures are expensed as incurred and such expenses were included as part of selling and marketing expenses. For the years ended March 31, 2024 and 2023, the advertising expenses amounted to approximately $285,169 and $0, respectively.

Comprehensive income (loss)

Comprehensive income (loss) consists of two components, net income (loss)and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains and losses that under GAAP are recorded as an element of equity but are excluded from net income.

F-12

Earnings (Loss) per share

The Company computes earnings per share (“EPS”) in accordance with ASC 260, Earnings per Share. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average common share outstanding for the period. Diluted EPS presents the dilutive effect on a per-share basis of the potential Ordinary Shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential Ordinary Shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. There were no dilutive or anti-dilutive potential Ordinary Shares or effect for the years ended March 31, 2024 and 2023.

Recent accounting pronouncements

The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued. Under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Company meets the definition of an emerging growth company, or EGC, and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies.

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income (Subtopic 220-40): Disaggregation of Income Statement Expenses.” This pronouncement introduces new disclosure requirements aimed at enhancing transparency in financial reporting by requiring disaggregation of specific income statement expense captions. Under the new guidance, entities are required to disclose a breakdown of certain expense categories, such as: employee compensation; depreciation; amortization, and other material components. The disaggregated information can be presented either on the face of the income statement or in the notes to the financial statements, often using a tabular format. The ASU is effective for fiscal years beginning after December 15, 2025, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating these new disclosure requirements and does not expect the adoption to have a material impact. In January 2025, the FASB issued ASU 2025-01, which revises the effective date of ASU 2024-03 (on disclosures about disaggregation of income statement expenses) “to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.” Entities within the ASU’s scope are permitted to early adopt the ASU.

In December 2023, the FASB issued ASU 2023-09, which is an update to Topic 740, Income Taxes. The amendments in this update related to the rate reconciliation and income taxes paid disclosures improve the transparency of income tax disclosures by requiring (1) adding disclosures of pretax income (or loss) and income tax expense (or benefit) to be consistent with U.S. Securities and Exchange Commission (the “SEC”) Regulation S-X 210.4-08(h), Rules of General Application — General Notes to Financial Statements: Income Tax Expense, and (2) removing disclosures that no longer are considered cost beneficial or relevant. For public business entities, the amendments in this Update are effective for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this update should be applied on a prospective basis. Retrospective application is permitted. The Company does not plan to early adopt ASU 2023-09 and is evaluating the impact of adoption of ASU 2023-09 on the combined financial statements.

In March 2024, the FASB issued ASU 2024-01, “Compensation-Stock Compensation (Topic 718): Scope Application of Profits Interest and similar Awards”. For public business entities, the amendments in this Update are effective for annual periods beginning after December 15.2024, and interim periods within those annual periods. For all other entities, the amendments are effective for annual periods beginning after December 15,2025, and interim periods within those annual periods. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. If an entity adopts the amendments in an interim period, it should adopt them as of the beginning of the annual period that includes that interim period.

F-13

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements — Codification Amendments in Response to SEC’s Disclosure Update and Simplification Initiative which amend the disclosure or presentation requirements of codification subtopic 230-10 Statement of Cash Flows — Overall, 250-10 Accounting Changes and Error Corrections — Overall, 260-10 Earnings Per Share — Overall, 270-10 Interim Reporting — Overall, 440-10 Commitments — Overall, 470-10 Debt — Overall, 505-10 Equity — Overall, 815-10 Derivatives and Hedging — Overall, 860-30 Transfers and Servicing — Secured Borrowing and Collateral, 932-235 Extractive Activities — Oil and Gas — Notes to Financial Statements, 946-20 Financial Services — Investment Companies — Investment Company Activities, and 974-10 Real Estate — Real Estate Investment Trusts — Overall. The amendments represent changes to clarify or improve disclosure and presentation requirements of the above subtopics. Many of the amendments allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the SEC’s requirements. Also, the amendments align the requirements in the codification with the SEC’s regulations. For entities subject to existing SEC disclosure requirements or those that must provide financial statements to the SEC for securities purposes without contractual transfer restrictions, the effective date aligns with the date when the SEC removes the related disclosure from Regulation S-X or Regulation S-K. Early adoption is not allowed. For all other entities, the amendments will be effective two years later from the date of the SEC’s removal.

Except for the above-mentioned pronouncements, there are no new recent issued accounting standards that will have a material impact on the combined financial position, statements of operations and cash flows.

5. Pre paid expenses

Prepaid expenses consisted of the following as of March 31, 2024 and 2023:

2024 2023 Prepayments to the vendors 450,000 - Total 450,000 -

All values are in US Dollars.

6. Property and equipment, net

Property and equipment, net consisted of the following:

2024 2023 Furniture, fixture and electronic equipment 26,523 - Total cost 26,523 - Less: accumulated depreciation (2,649) - Property and equipment, net 23,874 -

All values are in US Dollars.

Depreciation expenses recognized in general and administrative expenses for the years ended March 31, 2024 and 2023 amounted to $2,649 and $0, respectively.

The Company has no pledged property and equipment as of March 31, 2024 and 2023.

The Company did not recognize any impairment loss on property and equipment for the years ended March 31, 2024 and 2023.

F-14

7 . Leases

Effective on January 1, 2021, the Company adopted Topic 842. At the inception of a contract, the Company determines if the arrangement is, or contains, a lease. ROU assets represent the Company’s right to use an underlying asset over the lease term and lease liability represent the Company’s obligation to make lease payments derived from the lease.

Operating lease ROU asset and liability are recognized at commencement date based on the present value of lease payments over the lease terms. Rent expense is recognized on a straight-line basis over the lease terms.

As of March 31, 2024, the Company had the following non-cancellable lease contract.

Description of the lease Lease termOffice premises 2 to 3 years

Balance sheet information related to operating leases Right-of-use assets and lease liabilities is as follows:

(a)Amount recognized in the combined balance sheet:

2024 2023 Right-of-use assets 380,507 137,858 Right-of-use assets - accumulated amortization (126,605) (24,469)Right-of-use assets , net 253,902 113,389

All values are in US Dollars.

2024 2023 Lease liabilities, current 169,337 43,800 Lease liabilities, non-current 103,889 70,457 Total operating lease liabilities 273,226 114,257

All values are in US Dollars.

(b)The weighted average remaining lease terms and discount rates for the operating lease as of March 31, 2024 and 2023 are as follows:

2024 2023 Remaining lease term and discount rate: Weighted average remaining lease term (years) 1.46 1.21 Weighted average discount rate 7.5% 7.5%

Maturity analysis of operating lease liability as of March 31, 2024 is as follows:

Operating lease payment 2024 Within one year 184,767 One to three years 106,105 Total future minimum lease payments 290,872 Less: imputed interest (17,646)Total 273,226

All values are in US Dollars.

F-15

8 . Related party transactions and balances

a. Nature of relationships with related parties

Name of related parties Relationship with the CompanyShuang Wu former CEO of Bomie Wookoo Inc.

As of the report date, Ms. Shuang Wu has tendered her resignation as CEO and Mr. Jue Wang has been appointed as the CEO of Bomie Wookoo Inc.

b. Dues to the related parties

Due to the related parties 2024 2023 Shuang Wu 63,949 27,955 Total 63,949 27,955

All values are in US Dollars.

Balances due to Shuang Wu is the result of the normal business transactions stated above. The balances were all unsecured, non-interest bearing and payable on demand.

9. O ther current l iabilit y

Other current liability consisted of the following:

2024 2023 Other payable 31,990 - Total 31,990 -

All values are in US Dollars.

1 0 . Taxes

(a) Taxes payable

Taxes payable consisted of the following:

2024 2023 Income tax payable 16,531 58 Other tax payable 9,372 - Total 25,903 58

All values are in US Dollars.

(b) Corporate Income Taxes (“CIT”)

i) The components of the income tax provision are as follows:

2024 2023 Federal - - State 16,531 58 Total 16,531 58

All values are in US Dollars.

There are no deferred tax assets due to full valuation allowance for the years ended March 31, 2024 and 2023.

F-16

ii) The provisions for income taxes, computed by applying the U.S. statutory rate to income before taxes, as reconciled to the actual provisions were:

2024 2023 Income before income tax expenses 2,659,082 (28,784)Income tax computed at federal tax rate (21%) 558,407 - Income tax computed at New York State tax rate 58 58 Income tax computed at Texas State tax rate 9,972 - Federal tax exemption of S corporation (558,407) - Effect of other non-deductible expenses 6,501 - Total 16,531 58

All values are in US Dollars.

1 1 . Shareholders’ Equity

a. Paid-in capital

The total number and value of shares of common stock which the corporation shall have authority to issue is 200 shares with no par value.

b. Additional paid-in capital

2024 2023 Cash invested in Wookoo 200,000 - Total 200,000 -

All values are in US Dollars.

12 . Commitments and contingencies

a . Commitments

The Company did not have any significant commitments, long-term obligations, or guarantees as of March 31, 2024 and 2023.

b. Contingencies

The Company is subject to legal proceedings and regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, but the Company does not anticipate that the final outcome arising out of any such matter will have a material adverse effect on our combined financial position, cash flows or results of operations on an individual basis or in the aggregate. As of March 31, 2024 and 2023, the Company is not a party to any material legal or administrative proceedings.

13. Sub sequent events

On February 28, 2025, the Company, stockholders of the Company and Paranovus Entertainment Technology Ltd., (“Paranovus”) a corporation organized under the laws of Cayman Island, entered into a share purchase agreement (the “SPA”). Pursuant to the SPA, Paranovus agreed to acquire 102 shares of common stock of BW, representing 51% equity interest from BW’s stockholders for a total consideration of $22440,000 in cash. The transaction was approved by Paranovus’s shareholders on March 24, 2025. On March 25, 2025, Paranovus made the payment of an aggregate of $22,440,000 in cash to the stockholders of BW and then the transaction was closed. Immediately following the closing, BW became a 51% owned subsidiary of the Paranovus.

In preparing these combined financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through June 6, 2025, the date the combined financial statements were available to be issued. No other events require adjustment to or disclosure in the combined financial statements.

F-17

pavs_ex992.htm

EXHIBIT 99. 2

INDEX TO INTERIM UNAUDITED C ONDENSED COMBINED FINANCIAL STATEMENTS

BOMIE WOOKOO INC. AND SUBSIDIARY

Table of contents		Page(s)
Unaudited Condensed Combined Balance Sheets as of September 30, 2024 and March 31, 2024		F-2
Unaudited Condensed Combined Statements of Operations and Comprehensive Loss for the six months ended September 30, 2024 and 2023		F-3
Unaudited Condensed Combined Statements of Changes in Shareholders’ Equity for the six months ended September 30, 2024 and 2023		F-4
Unaudited Condensed Combined Statements of Cash Flows for the six months ended September 30, 2024 and 2023		F-5
Notes to Unaudited Condensed Combined Financial Statements		F-6

---

BOMIE WOOKOO INC.

CONDENSED COMBINED BALANCE SHEETS

AS OF SEPTEMBER 30, 2024, AND MARCH 31, 2024

(UNAUDITED)

(All amounts in USD, except for share and per share data, unless otherwise noted)

	September 30, 2024	March 31, 2024
Assets
Current assets:
Cash and cash equivalents	240,519	1,681,074
Accounts receivable, net	8,000	12,193
Inventories	1,061,787	1,385,438
Prepaid expenses	150,000	450,000
Total current assets	1,460,306	3,528,705

Property and equipment, net	24,874	23,874
Right-of-use assets	171,194	253,902
Total non-current assets	196,068	277,776

Total Assets	1,656,374	3,806,481

Liabilities And Shareholders’ Equity

Current liabilities:
Accounts payable	1,127,122	199,710
Contract liabilities	88,691	397,936
Other current liability	7,389	31,990
Due to the related parties	83,309	63,949
Taxes payable	14,483	25,903
Lease liabilities	208,225	169,337
Total current liabilities	1,529,219	888,825

Lease liabilities	-	103,889
Total non-current liability	-	103,889
Total Liabilities	1,529,219	992,714

Commitments and contingencies

Shareholders’ equity:
Paid-in capital	-	-
Additional paid-in capital	-	200,000
Retained earnings	127,155	2,613,767
Total shareholders’ equity	127,155	2,813,767

Total liabilities and shareholders’ equity	1,656,374	3,806,481

All values are in US Dollars.

The accompanying notes are an integral part of these interim unaudited condensed combined financial statements.

F-2

BOMIE WOOKOO INC.

CONDENSED COMBINED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

FOR THE SIX MONTHS ENDED SEPTEMBER 3 0 , 2024 AND 2023

(All amounts in USD, except for share and per share data, unless otherwise noted)

	September 30, 2024		September 30, 2023
Revenues	3,819,487		2,691,262
Cost of revenues	(4,211,192	)	(2,591,858	)
Gross (loss) profit	(391,705	)	99,404

Operating expenses:
Selling and marketing	(914,370	)	(74,346	)
General and administrative	(1,180,438	)	(252,889	)
Total operating expenses	(2,094,808	)	(327,235	)

Loss from operations	(2,486,513	)	(227,831	)

Other income (expenses):
Other income	9		210

Loss before income taxes	(2,486,504	)	(227,621	)

Income tax expenses	(108	)	-	)

Net loss	(2,486,612	)	(227,621	)

Comprehensive income loss	(2,486,612	)	(227,621	)

Weighted average number of ordinary shares outstanding – basic and diluted	200		200
Loss per ordinary share – basic and diluted	(12,433	)	(1,138	)

All values are in US Dollars.

The accompanying notes are an integral part of these interim unaudited condensed combined financial statements.

F-3

BOMIE WOOKOO INC.

CONDENSED COMBINED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(UNAUDITED)

FOR THE SIX MONTHS ENDED SEPTEMBER 3 0 , 2024 AND 2023

(All amounts in USD, except for share and per share data, unless otherwise noted)

	Paid-in Capital	Additional paid-in capital (Note 11)	Accumulated deficit/ Retained earnings		Total shareholders’ equity
Balance at March 31, 2023	-	-	(28,842	)	(28,842	)
Net loss	-	-	(227,621	)	(227,621	)
Increase of capital	-	200,000	-		200,000
Balance at September 30, 2023	-	200,000	(256,463	)	(56,463	)

All values are in US Dollars.

	Paid-in Capital	Additional paid-in capital (Note 11)		Retained earnings		Total equity
Balance at March 31, 2024	-	200,000		2,613,767		2,813,767
Net loss	-	-		(2,486,612	)	(2,486,612	)
Dividend	-	(200,000	)	-		(200,000	)
Balance at September 30, 2024	-	-		127,155		127,155

All values are in US Dollars.

The accompanying notes are an integral part of these interim unaudited condensed combined financial statements.

F-4

BOMIE WOOKOO INC.

CONDENSED COMBINED STATEMENTS OF CASH FLOWS

(UNAUDITED)

FOR THE SIX MONTHS ENDED SEPTEMBER 3 0 , 2024 AND 2023

(All amounts in USD, except for share and per share data, unless otherwise noted)

	September 30, 2024		September 30, 2023
Cash Flows from Operating Activities:
Net loss	(2,486,612	)	(227,621	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property and equipment	2,385		498
Amortization of right-of-use assets	82,708		21,809
Changes in operating assets and liabilities:
Accounts receivable, net	4,193		(189,015	)
Inventories	323,651		-
Prepaid expenses	300,000		-
Accounts payable	927,412		1,082,214
Contract liabilities	(309,245	)	40,744
Other current liability	(24,601	)	19,369
Tax payables	(11,420	)	11,601
Lease liabilities	(65,001	)	(21,187	)
Net cash (used in) provided by operating activities	(1,256,530	)	738,412

Cash Flows from Investing Activity:
Purchases of property and equipment	(3,385	)	(13,635	)
Net cash used in investing activity	(3,385	)	(13,635	)

Cash Flows from Financing Activities:
Increase of paid-in capital	-		200,000
Due to related parties	19,360		22,494
Dividend	(200,000	)	-
Net cash (used in) provided by financing activities	(180,640	)	222,494

Net (decrease) increase in cash and cash equivalents	(1,440,555	)	947,271
Cash at the beginning of period	1,681,074		39

Cash at the end of period	240,519		947,310

Supplemental disclosures of cash flows information:
Cash paid for income taxes	6,000		-

Supplemental disclosures of non-cash flows information:
Obtaining right-of-use assets in exchange for operating lease liabilities	-		-

All values are in US Dollars.

The accompanying notes are an integral part of these interim unaudited condensed combined financial statements.

F-5

BOMIE WOOKOO INC.

NOTES TO INTERIM CONDENSED COMBINED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 3 0 , 2024 AND 2023

(All amounts in USD, except for share and per share data, unless otherwise noted)

1. ORGANIZATION AND NATURE OF OPERATIONS

Bomie Wookoo Inc. (“the Company” or “BW”), formerly known as TOAO Inc, was incorporated in New York on September 6, 2022. The Company has no substantive operations other than holding all of the equity interest of WooKoo LLC (“Wookoo”) and Bomie US LLC (“Bomie”).

During the reporting periods, the Company have only one subsidiary in the United States as below. Details of the Company and its operating subsidiary are set out below:

Name of subsidiary		Place of<br><br>incorporation		Date of<br><br>incorporation		Date of<br><br>Acquisition		Percentage<br><br>of direct or<br><br>indirect<br><br>interests				Principal activities
WooKoo LLC (“Wookoo”)		Texas		May 25, 2023		January 1, 2025			100	%		e-commerce sales

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying unaudited condensed combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for information pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”).

Principles of consolidation

The accompanying unaudited condensed combined financial statements include the financial statements of the Company and its subsidiary, which include the US-registered entity directly or indirectly owned by the Company. All transactions and balances among the Company and its subsidiary have been eliminated upon consolidation. The results of subsidiary acquired or disposed of are recorded in the combined income statements from the effective date of acquisition or up to the effective date of disposal, as appropriate. A subsidiary is an entity in which (i) the Company directly or indirectly controls more than 50% of the voting power; or (ii) the Company has the power to appoint or remove the majority of the members of the board of directors or to cast a majority of votes at the meetings of the board of directors or to govern the financial and operating policies of the investee pursuant to a statute or under an agreement among the shareholders or equity holders.

F-6

Use of estimate and assumptions

The preparation of the Company’s unaudited condensed combined financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the unaudited condensed combined financial statements and the reported amounts of revenues and expenses during the reporting periods presented. Estimates are adjusted to reflect actual experience when necessary. Significant accounting estimates reflected in the Company’s unaudited condensed combined financial statements include, allowance for credit losses, useful lives of long-lived assets, sales return, impairment of long-lived assets and uncertain tax position. Actual results could differ from these estimates.

Functional currency

Both of the reporting currency and the functional currency of the Company are the United States Dollar (“US$”).

Related parties

Fair value of financial instruments

●	Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
●	Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable and inputs derived from or corroborated by observable market data.
---	---
●	Level 3 — inputs to the valuation methodology are unobservable.
---	---

Cash and cash equivalents

Cash and cash equivalents consist of cash on hand, cash in banks, which are unrestricted as to withdrawal or use, and have insignificant risk of changes in value. The Company maintains all its cash and cash equivalents in national banks in the United States. As of September 30, 2024 and March 31, 2024, cash and cash equivalents balances were $240,519 and $1,681,074, respectively.

F-7

Accounts receivable, net

Inventories

The Company holds inventory that is sold through retail, including e-commerce channels. Substantially all of the Company's inventories are comprised of finished goods and are reported at the lower of cost or net realizable value. Cost elements of inventories comprise the purchase price of products, shipping charges to receive products from the suppliers when they are embedded in the purchase price. Cost is determined using the first-in first-out method. Provisions are made for excessive, slow moving, expired and obsolete inventories as well as for inventories with carrying values in excess of market. Certain factors could impact the realizable value of inventory, so the Company continually evaluates the recoverability based on assumptions about customer demand and market conditions. The evaluation may take into consideration historical usage, inventory aging, expiration date, expected demand, anticipated sales price, product obsolescence and other factors. The reserve or write-down is equal to the difference between the cost of inventory and the estimated net realizable value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory reserves or write-downs may be required that could negatively impact the Company’s gross margin and operating results. If actual market conditions are more favorable, the Company may have higher gross margin when products that have been previously reserved or written down are eventually sold. As of September 30, 2024 and March 31, 2024, management compared the cost of inventories with their net realizable value and determined no inventory write-down was necessary.

Prepaid expenses

Prepaid expenses primarily consist of prepayments made to vendors or services providers for future services that have not been provided. These advances are unsecured and are reviewed periodically to determine whether their carrying value has become impaired. Management believes that, as of September 30, 2024 and March 31, 2024, the Company’s other current assets were not impaired.

Property and equipment

		Useful Life		Estimated<br><br>Residual<br><br>Value
Furniture, fixture and electronic equipment		5 to 7 years			0	%

F-8

Impairment of long-lived assets

The Company evaluates its long-lived assets, including property and equipment with finite lives, for impairment whenever events or changes in circumstances, such as a significant adverse change to market conditions that will impact the future use of the assets, indicate that the carrying amount of an asset may not be fully recoverable. When these events occur, the Company evaluates the recoverability of long-lived assets by comparing the carrying amount of the assets to the future undiscounted cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amount of the assets, the Company recognizes an impairment loss based on the excess of the carrying amount of the assets over their fair value. Fair value is generally determined by discounting the cash flows expected to be generated by the assets, when the market prices are not readily available. The adjusted carrying amount of the assets become new cost basis and are depreciated over the assets’ remaining useful lives. Long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Given no events or changes in circumstances indicating the carrying amount of long-lived assets may not be recovered through the related future net cash flows, the Company did not recognize any impairment loss on long-lived assets for the six months ended September 30, 2024 and 2023. There can be no assurance that future events will not have impact on the Company’s revenue or financial position which could result in impairment in the future.

Operating leases

The Company determines if an arrangement is a lease and determines the classification of the lease, as either operating or finance, at commencement. The Company has operating leases for office buildings and has no finance leases as of September 30, 2024 and March 31, 2024. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the lease payments over the lease term at commencement date.

The Company’s lease agreements contain both lease and non-lease components, which are accounted for separately based on their relative standalone price.

Contingencies

F-9

Revenue recognition

The Company adopted ASC Topic 606 Revenue from Contracts with Customers (“ASC 606”) on April 1, 2019. Accordingly, the unaudited condensed combined financial statements for the six months ended September 30, 2024 and 2023 are presented under ASC 606. Under ASC 606, revenue is recognized when control of promised goods or services is transferred to the Company’s customers in an amount of consideration to which an entity expects to be entitled to in exchange for those goods or services. To determine revenue recognition for contracts with customers, the Company performs the following five steps: (i) identify the contract(s) with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) we satisfy the performance obligation.

The principal versus agent evaluation is matter of judgment that depends on the facts and circumstances of the arrangement and is dependent on whether the Company controls the good or service before it is transferred to the customer or whether we are acting as an agent of a third party. This evaluation is performed separately for each performance obligation identified. For the six months ended September 30, 2024 and 2023, there was no revenue recognized on a net basis where the Company is acting as an agent.

For the six months ended September 30, 2024 and 2023, the Company’s revenues were primarily derived from sales of luggage, handbags, and accessories through online platform.

Revenue from sales of products through online platform

The Company recognizes the revenue net of discounts and return allowances when the products are delivered, and the title is passed to customers. For sale of products through online platform, we estimate the possibility of return based on the historical experience. As of September 30, 2024 and March 31, 2024, liabilities for return allowance were not material to the combined financial statements.

Contract liabilities

F-10

Disaggregated information of revenues by services:

	For the six months ended September 30,
	2024	2023
Revenue from sales of products through online platforms	3,801,020	2,683,432
Others	18,467	7,830
Revenue	3,819,487	2,691,262

All values are in US Dollars.

Segment reporting

Income taxes

Advertising expenses

Advertising expenditures are expensed as incurred and such expenses were included as part of selling and marketing expenses. For the six months ended September 30, 2024 and 2023, the advertising expenses amounted to approximately $404,110 and $2,268, respectively.

Comprehensive loss

Comprehensive loss consists of two components, net loss and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains and losses that under GAAP are recorded as an element of equity but are excluded from net loss.

F-11

Loss per share

Recent accounting pronouncements

F-12

5. Pre paid expenses

Prepaid expenses consisted of the following as of September 30, 2024 and March 31, 2024:

		As of September 30, 2024			As of March 31, 2024
Prepayments to the vendors		150,000			450,000
Total		150,000			450,000

All values are in US Dollars.

6. Property and equipment, net

Property and equipment, net consisted of the following:

	As of September 30, 2024		As of March 31, 2024
Furniture, fixture and electronic equipment	29,908		26,523
Total cost	29,908		26,523
Less: accumulated depreciation	(5,034	)	(2,649	)
Property and equipment, net	24,874		23,874

All values are in US Dollars.

Depreciation expenses recognized in general and administrative expenses for the six months ended September 30, 2024 and 2023 amounted to $2,385 and $498, respectively.

The Company has no pledged property and equipment as of September 30, 2024 and March 31, 2024.

The Company did not recognize any impairment loss on property and equipment for the six months ended September 30, 2024 and 2023.

F-13

7 . Leases

As of September 30, 2024, the Company had the following non-cancellable lease contract.

Description of the lease		Lease term
Office premises		2 to 3 years

Balance sheet information related to operating leases Right-of-use assets and lease liabilities is as follows:

(a)	Amount recognized in the combined balance sheet:
		As of September 30, 2024			As of March 31, 2024
---	---	---	---	---	---	---
Right-of-use assets		380,507			380,507
Right-of-use assets - accumulated amortization		(209,313	)		(126,605	)
Right-of-use assets, net		171,194			253,902

All values are in US Dollars.

	As of September 30, 2024	As of March 31, 2024
Lease liabilities, current	208,225	169,337
Lease liabilities, non-current	-	103,889
Total operating lease liabilities	208,225	273,226

All values are in US Dollars.

(b)	The weighted average remaining lease terms and discount rates for the operating lease as of September 30, 2024 and March 31, 2024 are as follows:
		As of September 30,<br><br>2024				As of<br><br>March 31,<br><br>2024
---	---	---	---	---	---	---	---	---
Remaining lease term and discount rate:
Weighted average remaining lease term (years)			0.64				1.46
Weighted average discount rate			7.5	%			7.5	%

Maturity analysis of operating lease liability as of September 30, 2024 is as follows:

Operating lease payment	As of September 30, 2024
Within one year	216,631
One to three years	-
Total future minimum lease payments	216,631
Less: imputed interest	(8,406	)
Total	208,225

All values are in US Dollars.

F-14

8 . Related party transactions and balances

a.	Nature of relationships with related parties
Name of related parties		Relationship with the Company
---	---	---
Shuang Wu		former CEO of Bomie Wookoo Inc.

As of the report date, Ms. Shuang Wu has tendered her resignation as CEO and Mr. Jue Wang has been appointed as the CEO of Bomie Wookoo Inc.

b.	Dues to the related parties
		As of September 30, 2024			As of March 31, 2024
---	---	---	---	---	---	---
Shuang Wu		83,309			63,949
Total		83,309			63,949

All values are in US Dollars.

Balances due to Shuang Wu is the result of the normal business transactions stated above. The balances were all unsecured, non-interest bearing and payable on demand.

9. O ther current liabilit y

Other current liability consisted of the following:

		As of September 30, 2024			As of March 31, 2024
Other payable		7,389			31,990
Total		7,389			31,990

All values are in US Dollars.

1 0 . Taxes

(a)	Taxes payable

Taxes payable consisted of the following:

	As of September 30, 2024	As of March 31, 2024
Income tax payable	14,483	16,531
Other tax payable	-	9,372
Total	14,483	25,903

All values are in US Dollars.

(b)	Corporate Income Taxes (“CIT”)
i)	The components of the income tax provision are as follows:
---	---
		For the six months ended September 30,
---	---	---	---	---	---	---
		2024			2023
Federal		-			-
State		108			-
Total		108			-

All values are in US Dollars.

There are no deferred tax assets due to full valuation allowance for the six months ended September 30, 2024 and 2023.

F-15

ii)	The provisions for income taxes, computed by applying the U.S. statutory rate to income before taxes, as reconciled to the actual provisions were:
---	---
		For the six months ended September 30,
---	---	---	---	---	---	---
		2024			2023
Loss before income tax expenses		(2,486,504	)		(227,621	)
Income tax computed at federal tax rate (21%)		-			-
Income tax computed at New York State tax rate		58			-
Income tax computed at Texas State tax rate		50			-
Federal tax exemption of S corporation		-			-
Effect of other non-deductible expenses		-			-
Total		108			-

All values are in US Dollars.

1 1 . Shareholders’ Equity

a.	Paid-in capital

The total number and value of shares of common stock which the corporation shall have authority to issue is 200 shares with no par value.

b.	Additional paid-in capital
		As of September 30, 2024			As of March 31, 2024
---	---	---	---	---	---	---
Cash invested in Wookoo		-			200,000
Total		-			200,000

All values are in US Dollars.

c.	Dividend

During the six months ended September 30, 2024, Wookoo made dividend payments of $0.2 million to the then eventual shareholders of Wookoo. The Company made no other dividend during the six months ended September 30, 2024 and 2023.

12 . Commitments and contingencies

a .	Commitments

The Company did not have any significant commitments, long-term obligations, or guarantees as of September 30, 2024 and March 31, 2024.

b.	Contingencies

The Company is subject to legal proceedings and regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, but the Company does not anticipate that the final outcome arising out of any such matter will have a material adverse effect on our combined financial position, cash flows or results of operations on an individual basis or in the aggregate. As of September 30, 2024 and March 31, 2024, the Company is not a party to any material legal or administrative proceedings.

13. Sub sequent events

In preparing these unaudited condensed combined financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through June 6, 2025, the date the unaudited condensed combined financial statements were available to be issued. No other events require adjustment to or disclosure in the unaudited condensed combined financial statements.

F-16

pavs_ex993.htm

EXHIBIT 99. 3

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

On February 28, 2025, Paranovus Entertainment Technology Ltd., (“Paranovus” or “the Company”), a holding company incorporated under the laws of the Cayman Islands entered into a Securities Purchase Agreement (the “SPA”) with Bomie Wookoo Inc.(“BW”) and stockholders of BW, to acquire 51% equity interest in BW with an aggregate of $22,440,000 in cash.

The following unaudited pro forma combined financial statements were prepared by applying certain pro forma adjustments to the historical financial statements of the Company. The pro forma adjustments give effect to the transaction described above.

The unaudited pro forma combined statements of operations of Paranovus and BW for the six months ended September 30, 2024 and for the year ended March 31, 2024, give effect to the transaction as if it had occurred on April 1, 2023.

These unaudited pro forma combined financial statements do not purport to represent what our results of operations or financial condition would have been had the transaction actually occurred on the assumed dates, nor do they purport to project our results of operations or financial condition for any future period or future date. You should read these unaudited pro forma combined financial statements in conjunction with the historical financial statements, including the related notes.

PRO FORMA COMBINED BALANCE SHEET

AS OF SEPTEMBER 30, 202 4

(UNAUDITED)

(A) Paranovus (B) BW Pro Forma Adjustments Pro Forma Balance Sheet ASSETS Current assets Cash and cash equivalents 105,049 240,519 - 345,568 Accounts receivable, net - 8,000 - 8,000 Short-term investments 27,156,977 - (22,400,000) (1) 4,756,977 Inventories, net - 1,061,787 - 1,061,787 Prepaid expenses and other current assets 1,501,651 150,000 - 1,651,651 Total current assets 28,763,677 1,460,306 (22,400,000 ) 7,823,983 Goodwill 3,376,186 - 18,153,151(2) 21,529,337 Property, plant and equipment, net - 24,874 - 24,874 Intangible, net 1,298,333 - 8,200,000(3) 9,498,333 Operating lease assets - 171,194 - 171,194 TOTAL ASSETS 33,438,196 1,656,374 3,953,151 39,047,721 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities Accounts payable - 1,127,122 - 1,127,122 Contract liabilities - 88,691 - 88,691 Other payables and accrued liabilities 2,454,691 7,389 - 2,462,080 Due to the related parties 835,046 83,309 - 918,355 Taxes payable - 14,483 - 14,483 Current operating lease liabilities - 208,225 - 208,225 Total current liabilities 3,289,737 1,529,219 - 4,818,956 Other non-current liabilities 158,347 - - 158,347 TOTAL LIABILITIES 3,448,084 1,529,219 - 4,977,303 SHAREHOLDERS’ EQUITY Ordinary shares 673,300 - - 673,300 Additional paid-in capital 91,318,726 - - 91,318,726 (Accumulated deficit) Retained earnings (64,135,066) 127,155 (127,155)(4) (64,135,066)Accumulated other comprehensive income 2,133,152 - - 2,133,152)Total Paranovus Entertainment Technology Ltd.’s shareholders’ equity 29,990,112 127,155 (127,155 ) 29,990,112 Non-controlling interest - - 4,080,306(4) 4,080,306)Total shareholders’ equity 29,990,112 127,155 3,953,151 34,070,418 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 33,438,196 1,656,374 3,953,151 39,047,721

All values are in US Dollars.

Pro Forma Adjustments to the Unaudited Combined Balance Sheet

(A)Derived from the unaudited consolidated balance sheet of Paranovus as of September 30, 2024.(B)Derived from the unaudited combined balance sheet of BW as of September 30, 2024.(1)Decrease in short-term investments is related to the payment to be made to the sellers.(2)Reflects the goodwill generated from the transaction.(3)Reflects the acquired identified intangible assets from the transaction.(4)Reflects the elimination of the historical retained earnings and non-controlling interests of BW, the accounting acquiree.

PRO FORMA COMBINED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

SIX MONTHS ENDED SEPTEMBER 30, 202 4

(UNAUDITED)

(A) Paranovus (B) BW Pro Forma Adjustments Pro Forma Statement of Operations and Comprehensive Loss Revenues 68,454 3,819,487 - 3,887,941 Cost of revenues (59,178) (4,211,192) - (4,270,370)Gross profit (loss) 9,276 (391,705 ) - (382,429 ) Operating expenses: Selling and marketing (4,101) (914,370) - (918,471)General and administrative (1,161,912) (1,180,438) - (2,342,350)Total operating expenses (1,166,013 ) (2,094,808 ) - (3,260,821 ) Operating loss (1,156,737 ) (2,486,513 ) - (3,643,250 ) Other income (expenses): Interest income 153 - - 153 Interest expense (113,185) - - (113,185)Other loss (income), net (22,654) 9 - (22,645)Total other loss (income), net (135,686 ) 9 - (135,677 ) Loss from continuing operations before income taxes (1,292,423 ) (2,486,504 ) - (3,778,927 **)**Income tax expenses - (108) - (108)Net loss from continuing operations (1,292,423 ) (2,486,612 ) - (3,779,035 ) Net loss from discontinued operations before tax (937,477) - - (937,477)Gain on disposal of discontinued operations 51,853 - - 51,853 Net loss from discontinued operations (885,624 ) - - (885,624 ) Net loss (2,178,047 ) (2,486,612 ) - (4,664,659 **)**Less: Net income attributable to noncontrolling interest (412,181) - 1,218,440 806,259 Net loss attributable to Paranovus Entertainment Technology Limited (1,765,866) (2,486,612) (1,218,440) (5,470,918) Other comprehensive income (loss): Foreign currency translation adjustments (412,467) - - (412,467)Comprehensive loss (2,590,514 ) (2,486,612 ) - (5,077,126 **)**Less: comprehensive loss attributable to non-controlling interests: (412,181) - - (412,181)Comprehensive loss attributable to the Company (2,178,333 ) (2,486,612 ) - (4,664,945 ) Basic and diluted loss per ordinary share Continuing operations basic and diluted (0.05) - - (0.15 **)**Basic and diluted loss per ordinary share Discontinued operations basic and diluted (0.04) - - (0.04 **)**Weighted average number of ordinary shares outstanding Basic and diluted 25,125,382 - - 25,125,382

All values are in US Dollars.

Pro Forma Adjustments to the Unaudited Combined Statement of Operations and Comprehensive Loss

(A)Derived from the unaudited consolidated statement of operations and comprehensive loss of Paranovus for the six months ended September 30, 2024.(B)Derived from the unaudited combined statement of operations and comprehensive loss of BW for the six months ended September 30, 2024.(1)The calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the transaction is being reflected as if it had occurred on April 1, 2023, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares have been outstanding on April 1, 2023.

PRO FORMA COMBINED STATEMENT OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

YEAR ENDED MARCH 31, 202 4

(UNAUDITED)

(A) Paranovus (B) BW Pro Forma Adjustments Pro Forma Statement of Operations and Comprehensive (Loss) Income Revenues 6,544,819 11,341,398 - 17,886,217 Cost of revenues (6,535,678) (6,870,067) - (13,405,745)Gross profit 9,141 4,471,331 - 4,480,472 ) Operating expenses: Selling and marketing (38,317) (518,262) - (556,579)General and administrative (2,784,628) (1,303,968) - (4,088,596)Goodwill impairment (1,807,850) - (1,807,850)Total operating expenses (4,630,795 ) (1,822,230 ) - (6,453,025 ) Operating loss (4,621,654 ) 2,649,101 - (1,972,553 ) Other income (expenses): Interest income 345 - - 345 Interest expense (39,167) - - (39,167)Other income, net 870,303 10,039 - 880,342 Total other income, net 831,481 10,039 - 841,520 (Loss) income from continuing operations before income taxes (3,790,173 ) 2,659,140 - (1,131,033 **)**Income tax expenses (16,531) - (16,531)Net (loss) income from continuing operations (3,790,173 ) 2,642,609 - (1,147,564 ) Net loss from discontinued operations before tax (13,780,209) - - (13,780,209)Gain on disposal of discontinued operations 7,547,428 - - 7,547,428 Income tax expenses on discontinued operations 95,630 - - 95,630 Net loss from discontinued operations (6,137,151 ) - - (6,137,151 ) Net (loss) income (9,927,324 ) 2,642,609 - (7,284,715 **)**Less: Net loss attributable to noncontrolling interest 198,867 - (1,294,878) (1,096,011)Net (loss) income attributable to Paranovus Entertainment Technology Limited (10,126,191) 2,642,609 1,294,878 (6,188,704) Other comprehensive income (loss): Foreign currency translation adjustments 3,222,698 - - 3,222,698 Comprehensive (loss) income (6,704,626 ) 2,642,609 - (4,062,017 **)**Less: comprehensive income attributable to non-controlling interests: 274,960 - - 274,960 Comprehensive (loss) income attributable to the Company (6,979,586 ) 2,642,609 - (4,336,977 ) Basic and diluted loss per ordinary share Continuing operations basic and diluted (0.80) - - (0.24)Basic and diluted loss per ordinary share Discontinued operations basic and diluted (1.30) - - (0.76)Weighted average number of ordinary shares outstanding Basic and diluted 4,732,726 - - 4,732,726

All values are in US Dollars.

Pro Forma Adjustments to the Unaudited Combined Statement of Operations and Comprehensive (Loss) Income

(A)Derived from the audited consolidated statement of operations and comprehensive income of Paranovus for the year ended March 31, 2024.(B)Derived from the audited combined statement of operations and comprehensive income of BW for the year ended March 31, 2024.(2)The calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the transaction is being reflected as if it had occurred on April 1, 2023, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares have been outstanding on April 1, 2023.

PAVS 6-K/A