Vanguard Green Investment Ltd 10-K for FY2024
Vanguard Green Investment Ltd (VGES)
About this 10-K
Vanguard Green Investment Ltd filed this 10-K on November 12, 2024, covering the fiscal year ended July 31, 2024 (FY2024).
Headline figures
Fiscal year ended July 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $26.04K
- compared with a net loss of $68.83K a year earlier
- Diluted EPS
- -$0.01
- compared with -$0.01 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
The Fiscal Year Ended
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______________ to _______________
Commission
File Number
(Formerly known as MU Global Holding Limited)
(Exact name of registrant issuer as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s
phone number, including area code
Securities registered pursuant to Section 12(b) of the Securities Exchange Act: None
Securities registered pursuant to Section 12(g) of the Securities Exchange Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes
☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
YES ☐ ☒
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
Accelerated Filer ☐ Accelerated Filer ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐ No
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The OTC Market – Pink Sheets |
The aggregate market value of the Company’s common stock held by non-affiliates computed by reference to the closing bid price of the Company’s common stock, as of the last business day of the registrant’s most recently completed second fiscal quarter:
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Not Applicable
APPLICABLE ONLY TO CORPORATE REGISTRANTS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Outstanding at July 31, 2024 | |||
| Common Stock, $ par value | ||||
Vanguard Green Investment Limited
FORM 10-K
For the Fiscal Year Ended July 31, 2024
Index
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements. These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:
| ● | The availability and adequacy of our cash flow to meet our requirements; | |
| ● | Economic, competitive, demographic, business and other conditions in our local and regional markets; | |
| ● | Changes or developments in laws, regulations or taxes in our industry; | |
| ● | Actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities; | |
| ● | Competition in our industry; | |
| ● | The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business; | |
| ● | Changes in our business strategy, capital improvements or development plans; | |
| ● | The availability of additional capital to support capital improvements and development; and | |
| ● | Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC. |
This report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Use of Defined Terms
Except as otherwise indicated by the context, references in this Report to:
| ● | The “Company,” “we,” “us,” or “our,” “Vanguard” are references to Vanguard Green Investment Limited, a Nevada corporation. | |
| ● | “Common Stock” refers to the common stock, par value $.0001, of the Company; | |
| ● | “U.S. dollar,” “$” and “US$” refer to the legal currency of the United States; | |
| ● | “Securities Act” refers to the Securities Act of 1933, as amended; and | |
| ● | “Exchange Act” refers to the Securities Exchange Act of 1934, as amended. |
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PART I
ITEM 1. BUSINESS
Corporate History
We were incorporated on June 4, 2018 in the State of Nevada under the name MU Global Holding Limited. On June 15, 2024, we changed our name to Vanguard Green Investment Limited (“the Company”).
Vanguard Green Investment Limited, the US Company, operates through its wholly owned subsidiary, MU Worldwide Group Limited, a Seychelles Company; which operates through its wholly owned subsidiary, MU Global Holding Limited, a Hong Kong Company; which operates through its wholly owned subsidiary, MU Global Health Management (Shanghai) Limited, a Shanghai Company.
On July 30, 2024, the Company entered into certain share purchase agreement (the “Disposition SPA”) by and among Xie Ling (the “Purchaser”), MU Global Health Management (Shanghai) Limited (the “Subsidiary”) and MU Global Holding Limited (the “Seller”). Pursuant to the Disposition SPA, the Purchaser agreed to purchase the Subsidiary, in exchange for consideration of $11,975.00 (the “Purchase Price”). The Company’s board of directors (the “Board”) approved the transaction contemplated by the Disposition SPA (the “Disposition”). The Disposition closed on July 30, 2024 when all closing conditions were satisfied, including the payment of the Purchase Price, and all consents or approval required to be obtained from or made with any governmental authorities. Upon the closing of the Disposition, the Purchaser became the sole shareholder of the Subsidiary and as a result, assumed all assets and some liabilities of the Subsidiary.
Vanguard Green Investment Limited is an early-stage wellness and beauty supply services company, which intends to offer customers a wide range of trusted non-surgical spa services and quality spa care products. All of the previous entities share the same exact business plan with the goal of developing and providing wellness and beauty services to our future clients. We aim to promote improved overall health and beauty in our clients through a holistic detoxification method.
The Company, through its subsidiaries, mainly supplies high quality spa services and spa care products. Details of the Company’s subsidiaries:
| Company name | Place and date of incorporation | Particulars of issued capital | Principal activities | Proportional of ownership interest and voting power held | |||||||
| 1. | MU Worldwide Group Limited | Seychelles, June 7, 2018 | 100 shares of ordinary share of US$1 each | Investment holding | 100 | % | |||||
| 2. | MU Global Holding Limited | Hong Kong, January 30, 2018 | 1 share of ordinary share of HK$1 each | Providing SPA and Wellness service in Hong Kong | 100 | % | |||||
| 3. | MU Global Health Management (Shanghai) Limited1 | Shanghai, August 16, 2018 | RMB 7,405,866 | Providing SPA and Wellness service in China | 100 | % | |||||
1Full disposition of MU Global Health Management (Shanghai) Limited was completed on July 30, 2024.
Business Overview
Vanguard is a beauty and wellness company, providing SPA and wellness service and also SPA related products to the customers. The services provided are designed to improve the overall health system and body function.
Since our establishment, the Company has been focusing to expand in the Chinese market, with other country also under consideration as target destinations. As an emerging industry in China, the beauty and wellness industry is still in the early stage there is a huge potential for the industry to growth significantly.
In year 2020, COVID-19 crisis has resulted the sales of the global beauty and wellness industry weak due to consumers have had limited access to retail outlets and supply chain bottlenecks have reduced product availability. In China, the industry’s sales fell up to 80 percent compared with 2019. Nevertheless, based on Mckinsey and Company research report on April 8, 2021, shows that consumers care deeply about wellness—and that their interest is growing and the global wellness market is estimated at more than US$1.5 trillion, with annual growth of 5 to 10 percent. A rise in both consumer interest and purchasing power presents tremendous opportunities for companies, particularly as spending on personal wellness rebounds after stagnating or even declining during the COVID-19 crisis.
China has large territory, population, diverse ethnicity and cultural background. As such, it has resulted in different consumer orientations in different cities and townships across the country, therefore, it is particularly challenging to tackle the consumer market with a single business model.
The advance in technological development and rise in use of technology in marketing has also intensified the competition, probing the Company to develop the business models that allow quick penetration and huge coverage of different markets, and also being able to cope with the swift changes in the consumer market. Thus, the Company is focusing on three key areas as part of the Company’s early development in the Chinese market.
The first and most key focus is to enter the regional market through the adoption of franchisee and agent model, which the other parties are familiar and have deep understanding in the local market, hence its operating strategy is effective and best suited the targeted region.
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Second, the key strategy is to ensure rapid development of the Omni channel marketing plan which targets to lease out at least ten thousand Stone Spa Bed (Hot Stone Bath equipment), reducing the time cost for the development of project, and most importantly, working on to spur sales and revenue growth.
Lastly, the essential requirement for business success in the Chinese market is to ensure and maintain a clear and transparent business model, which would result in effective collaboration between the company and its agent/franchisee, and consequently leads to efficient market operation and a win-win situation between the two parties.
Currently, the Company operates in the Chinese market with three business models:
| 1. | Tripartite co-operation and profit sharing model (deployment of stone spa bed & franchise) |
| 2. | Large-scale chain agent model (deployment of stone spa bed) |
| 3. | Direct- service store model |
Our Service
DAY MORE STONE THERAPHY
1. Bedrock Bathing/ Hot Stone Bath
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Bedrock Bathing is a method of keeping the body in shape that involves bathers lying down on a heated slab of rocks embedded on a spa treatment bed without using hot water wearing indoor clothing. The original name for this hot stone bathing is ‘Ganban’yoku’, and it is originated from Japan as the term for a popular form of hot stone or bedrock spa. It is also referred to as “stone-bathing”, but there is no actual bathing or water involved.
It is our belief that the effects of bedrock bathing are numerous and both aesthetic and metabolic. Furthermore, the rocks selected for this treatment are believed to provide many health benefits when they are heated. The five stones we intend to use are: Black Silica Stone, Radium Stone, Far Infrared Stone, Negative Ion Stone and Beitou Stone. The average time taken for each therapy is approximately 30 minutes.
The Company believes that bedrock bathing treatments will assist in the elimination of suboptimal health conditions caused by polluted environments, unhealthy dietary intake, and unhealthy lifestyles. The detoxification process will improve general bodily function and immune system, promote blood circulation, and yield visible skin improvement. The treatment is also believed to improve basal metabolism, resulting in more efficient energy utilization within the body, hence sustainable weight loss to a desirable level. Prolonged proper treatments have also been linked to miscellaneous anti-aging benefits.
Our pricing strategy offers great flexibility to our customers to opt for the service they desire which is also within their budget. In order to ensure flexibility, the Company has divided the service into three different tiers, each with different pricing strategy: Flagship, Luxury and Refined. Under the three tiers model, Flagship branch and will be the top tier and will target high-end segment with premium pricing packages. Luxury branch is designed to attract middle class individuals. Refined branch on the other side, will aim to attract customer with lower budget, but would still like to enjoy the service.
The Company started offering bedrock bathing services in the Shanghai outlet in January 2019. Different service packages are designed for each tier of service, which include option for subscription-based treatments, and pay per services. The packages offer customers either the option of purchasing our treatments at a discounted price if they purchase in bundle, or they can pay for the service every time they use at normal price. The bundle comprises of 3 different number of visits per bundle i.e., 10 times visit package, 20 times visit package, and 30 times visit package. We have also implemented a member database for our bedrock bathing centre. Customers can join our membership at an attracting fee to enjoy the services provided at member price. In addition to that, the Company also allows customers to purchase the services package via online and WeChat.
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2. Quartz Therapy
Chakras is within and parts of the human body that connects with the environment. If chakra is blocked or overactive, we lose balance of our physical and mental balance and in turn, it affects the physical and mental well-being.
Quarts have the therapeutic effect of enabling Chakras to regain its balance. Thus, the therapy has the benefit of body cleansing, restoring good health and also spirit.
Our Product
NVB Scent Diffuser
The negative oxygen ions essential oil diffuser distributes cold-sprayed essential oil particle to balance oxygen and negative ions in the air. The negative ions eliminate particles, and it’s called the vitamin in the air. The essential oil diffuser can purify air quality, and provide a natural aroma that relax the body. The essential oil diffuser has integrated the technology of “Never BAC anti-bacterial” that provides the effect of purification, anti-bacterial, second-hand smoke elimination, and deodorization.
Mini Water Purifier
The mini water purifier integrates advanced pressurization technology and filtering materials, which allow instant purification of water and the removal of excess chlorine in water. The multi-layer filtration process of the purifier ensures water conservation and also stabilizes water pressure at the same time. Most importantly, the purifier can effectively remove heavy metals and impurity associated with old pipelines.
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Trademarks
The Company owned several trademarks registered under its subsidiaries in respective jurisdictions of which the subsidiaries operate in. Currently, the Company is also applying for trademarks in other jurisdictions it intends to expand its operation into.
| Category | Registration Number | Trade Marks Logo | Ownership | Country | Effective Date and Duration | |||||
| Trademark | 304770982 |
[Class 35] |
MU Global Holding Limited | Hong Kong | July 12, 2019 For 10 Years | |||||
| Trademark | 304770991 |
[Class 11,44] |
MU Global Holding Limited | Hong Kong | June 20, 2019 For 10 Years |
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| Trademark | 40201907290T |  |
MU Global Holding Limited | Singapore | April 4, 2019 For 10 years | |||||
| [Class 03] | ||||||||||
| Trademark | 1440029207 | |
MU Global Holding Limited | Saudi Arabia | July 31, 2019 to April 11, 2029 | |||||
| [Class 44] | ||||||||||
| Trademark | 1440029205 |  |
MU Global Holding Limited | Saudi Arabia | July 30, 2019 to April 10, 2029 | |||||
| [Class 11] | ||||||||||
| Trademark | 1440029204 |  |
MU Global Holding Limited | Saudi Arabia | July 30, 2019 to April 10, 2029 | |||||
| [Class 03] | ||||||||||
| Trademark | 314481 | |
MU Global Holding Limited | United Arab Emirates | July 25, 2019 For 10 years | |||||
| [Class 44] | ||||||||||
| Trademark | 314479 | |
MU Global Holding Limited | United Arab Emirates | July 25, 2019 For 10 years | |||||
| [Class 11] | ||||||||||
| Trademark | 314480 | |
MU Global Holding Limited | United Arab Emirates | July 25, 2019 For 10 years | |||||
| [Class 35] | ||||||||||
| Trademark | 304770982 |  |
MU Global Holding Limited | Hong Kong | December 14, 2018 For 10 years |
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Patent
On June 22 2021, Intellectual Property Office of Singapore officially granted one invention patent to MU Global Holding Limited (HK) for a duration period of 20 years, with an effective date from September 11, 2019.
| Category | Registration Number | Thermostatic Control Setting Plan | Ownership | Country | Effective Date and Duration | |||||
| Patent | 10201908402Q |  |
MU Global Holding Limited (HK) | Singapore | June 22, 2021 For 20 Years (from September 11, 2019) |
The setting displays a concept of thermostatic control for a stone spa bed, which includes a bed, a bed heating element, an energy part, a cover cabin, cover cabin’s opening/closing assembly, a thermostatic control device, and a thermostatic temperature adjustment device. Once the thermostatic temperature adjustment device sets the default temperature, the user can activate the bed heating element after lying down on the stone spa bed. Following the closure of the cover cabin, the bed heating element will start heating from the default temperature to the user’s ideal degree of temperature. Once the session completes, the thermostatic control device will reduce the heating efficiency to the default temperature in order to maintain the heat for the next session, which can largely reduce the heating time and electricity cost-saving.
Future Plan
The Company is venturing into new business focus in promoting green finance and advancing the global implementation of Environmental, Social, and Governance (ESG) standards, which will focus on developing innovative green financial solutions, combining sustainability with responsible investment principles.
The Company is committed to helping companies overcome financial challenges by offering customized financial solutions, reduce their carbon footprint and achieve carbon neutrality goals, assisting businesses in navigating the ever-changing market conditions and regulatory frameworks. The Company focuses on developing innovative financial tools that not only promote carbon reduction but also deliver stable investment returns to its clients.
The Company range of professional services includes carbon trading, carbon pledge financing, and carbon custody, providing comprehensive carbon asset management solutions and innovative financial support to businesses. Please visit https://www.vg-il.com for more information.
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Competition
The beauty and wellness industry are highly competitive and fragmented, we might be in disadvantage competing with competitor who has greater reserve or has higher access to capital than the Company do to deploy in operations, capital expenditure, and marketing activities. We hope to maintain a competitive advantage by utilizing the knowledge and expertise of the Company in the industry and our beyond satisfactory customer service.
Customers
For the year ended July 31, 2024, the Company has not generated revenue from customers under the ordinary course of business.
Employees
As of July 31, 2024, the Company has a total 2 employees. At the moment, the Company has adopted accountability system, hence management personnel have flexible working hours.
Our sole director and Chief Executive Officer cum Chief Financial Officer, Niu Yen-Yen currently work full-time and fully committed to the operation of the company.
We do not presently have pension, health, annuity, insurance, stock options, profit sharing, or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefits available to our Officers, Directors or employees.
Government Regulation
At present, we are subject to the laws and regulations of the jurisdictions in which we operate, which may include business licensing requirements, income taxes and payroll taxes. In general, the development and operation of our business is not subject to special regulatory and supervisory requirements.
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 1B. UNRESOLVED STAFF COMMENTS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 2. PROPERTIES
Our principal executive office is located at Rm. 5, 7F., No. 296, Sec. 4, Xinyi Rd., Da’an Dist., Taipei City 106427, Taiwan (R.O.C).
ITEM 3. LEGAL PROCEEDINGS
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. There are currently no pending legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Holders
As of July 31, 2024, we had 59,434,838 shares of our Common Stock par value, $.0001 issued and outstanding. There were 165 beneficial owners of our Common Stock.
Transfer Agent and Registrar
The transfer agent for our capital stock is VStock Transfer, LLC, with an address at 18, Lafayette Place, Woodmere, New York 11598 and telephone number is +1 (212) 828-8436.
Penny Stock Regulations
The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share. Our Common Stock, when and if a trading market develops, may fall within the definition of penny stock and be subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000, or annual incomes exceeding $200,000 individually, or $300,000, together with their spouse).
For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s prior written consent to the transaction. Additionally, for any transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the Securities and Exchange Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the “penny stock” rules may restrict the ability of broker-dealers to sell our Common Stock and may affect the ability of investors to sell their Common Stock in the secondary market.
In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit the investors’ ability to buy and sell our stock.
Dividend Policy
Any future determination as to the declaration and payment of dividends on shares of our Common Stock will be made at the discretion of our board of directors out of funds legally available for such purpose. We are under no obligations or restrictions to declare or pay dividends on our shares of Common Stock. In addition, we currently have no plans to pay such dividends. Our board of directors currently intends to retain all earnings for use in the business for the foreseeable future.
Equity Compensation Plan Information
Currently, there is no equity compensation plan in place.
Unregistered Sales of Equity Securities
Currently, there is no unregistered sales of equity securities.
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Purchases of Equity Securities by the Registrant and Affiliated Purchasers
We have not repurchased any shares of our common stock during the fiscal year ended July 31, 2024.
ITEM 6. SELECTED FINANCIAL DATA
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and the notes to those financial statements appearing elsewhere in this Report.
Certain statements in this Report constitute forward-looking statements. These forward-looking statements include statements, which involve risks and uncertainties, regarding, among other things, (a) our projected sales, profitability, and cash flows, (b) our growth strategy, (c) anticipated trends in our industry, (d) our future financing plans, and (e) our anticipated needs for, and use of, working capital. They are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,” “estimate,” “plan,” “potential,” “project,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” or the negative of these words or other variations on these words or comparable terminology. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. You should not place undue reliance on these forward-looking statements.
The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events.
Overview
Vanguard Green Investment Limited, the US Company, operates through its wholly owned subsidiary, MU Worldwide Group Limited, a Seychelles Company; which operates through its wholly owned subsidiary, MU Global Holding Limited, a Hong Kong Company; which operates through its wholly owned subsidiary, MU Global Health Management (Shanghai) Limited, a Shanghai Company. The US, Seychelles and Hong Kong Companies act solely for holding purposes whereas all current and future operations in China are planned to be carried out via MU Global Health Management (Shanghai) Limited, the Shanghai Company. The purpose of the Hong Kong Company is to function as the current regional hub of the Company.
Full disposition of MU Global Health Management (Shanghai) Limited was completed on July 30, 2024 for consideration of $11,975.00.
All of the previous entities share the same exact business plan with the goal of developing and providing wellness and beauty services to our future clients. We aim to promote improved overall health and beauty in our clients through a holistic detoxification method. We will, at least initially, primarily focus our efforts on attracting customers in China. We have intentions, but no definitive plans or timelines, to expand to Singapore, Malaysia, Hong Kong, and Middle Eastern countries in the coming years, and subsequently we intend to make efforts to expand throughout Asia. We anticipate spending a substantial amount in marketing and advertising in the coming year.
Results of Operations
Revenue
The Company generated revenue of $0 and $120,938 for the year ended July 31, 2024 and 2023. The revenue represented income from wellness and beauty services provided to customers and sales of products.
Cost of Revenue and Gross Margin
For the year ended July 31, 2024 and 2023, cost incurred in providing wellness and beauty services and selling of essential oil amounted to $0 and $108,844 respectively. The Company generated gross profit of $0 and $12,094 for the year ended July 31, 2024 and 2023.
Selling and Marketing Expenses
Selling and distribution expenses for the year ended July 31, 2024 and 2023 amounted to $0 and $200 respectively, comprising advertisement expenses on WeChat, mobile apps and market public research.
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General and Administrative Expenses
General and administrative expenses for the year ended July 31, 2024 and 2023 amounted to $105,641 and $67,819 respectively, comprising professional fees, consultancy fee for IT and system management, office and outlet operation expenses.
Other Income
The Company recorded an amount of $19,944 and $14,038 as other income for the year ended July 31, 2024 and 2023 respectively, being interest income, foreign exchange gain, gain on disposal of property, plant and equipment and gain on discounting of long-term loan.
Net Loss
Net loss for the year ended July 31, 2024 and 2023 amounted to $85,697 and $41,887 respectively. The increase in net loss of $43,810 mainly due to no revenue generated during the year ended July 31, 2024.
Liquidity and Capital Resources
As of July 31, 2024 and 2023, we had working capital of shortage of $401,894 and $382,433, consisting of cash and cash equivalents of $12,052 and $4,425 respectively. During the year ended July 31, 2024 and 2023, we had negative operating cash flows due to revenue is insufficient to cover the general and administrative expenses.
We depend substantially on financing activities to provide us with the liquidity and capital resources we need to meet our working capital requirements and to make capital investments in connection with ongoing operations. During the year ended July 31, 2024, the Company had met these requirements primarily from the financial support from director and third party company.
Cash Used in Operating Activities
For the year ended July 31, 2024 and 2023, net cash used in operating activities was $97,890 and $39,887 respectively. The cash used in operating activities was mainly for payment of general and administrative expenses.
Cash Generated from Financing Activity
For the year ended July 31, 2024 and 2023, net cash generated from financing activity was $92,029 and $24,366 respectively. The financing cash flow performance primarily reflects loan from director.
Cash Generated from Investing Activities
For the year ended July 31, 2024 and 2023, net cash generated from investing activities was $15,757 and $16,816 respectively. The investing cash flow performance primarily reflects the purchase of trademarks and net proceeds from disposal of subsidiary and plant and equipment.
Credit Facilities
We do not have any credit facilities or other access to bank credit.
Critical Accounting Policies and Estimates
Use of estimates
Management uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheets, and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates.
Cash and cash equivalents
Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.
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Revenue recognition
Financial Accounting Standards Board, or FASB, issued ASC 606. The standard is a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services.
Revenue is measured at the fair value of the consideration received or receivable, net of discounts and taxes applicable to the revenue. The Company derives its revenue from provision of wellness and beauty services to customers via Company owned outlets, franchised outlets or distribution of our product to third party wellness and beauty salon.
Cost of revenues
Cost of revenue includes the cost of services and product incurred to provide wellness and beauty services and purchase of products.
Cash and cash equivalents
Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.
Inventories
Inventories consisting of products available for sell, are stated at the lower of cost or market value. Cost of inventory is determined using the first-in, first-out (FIFO) method. Inventory reserve is recorded to write down the cost of inventory to the estimated market value due to slow-moving merchandise and damaged goods, which is dependent upon factors such as historical and forecasted consumer demand, and promotional environment. The Company takes ownership, risks and rewards of the products purchased. Write downs are recorded in cost of revenues in the Consolidated Statements of Operations and Comprehensive Loss.
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational:
| Classification | Estimated useful life | |
| Leasable equipment | 5 years | |
| Computer hardware and software | 3 years | |
| Office equipment | 3 years | |
| Outlet design fee and equipment | 3 years | |
| Application development fee | 3 years |
Expenditures for maintenance and repairs are expensed as incurred. The gain or loss on the disposal of property, plant and equipment is the difference between the net sale proceeds and the carrying amount of the relevant assets and is recognized in the Consolidated Statements of Operations and Comprehensive Loss.
Impairment of long-live assets
Long-lived assets primarily include trademark of the Company. In accordance with the provision of ASC Topic 360, Impairment or Disposal of Long-Lived Assets, the Company generally conducts its annual impairment evaluation to its long-lived assets, usually in the fourth quarter of each fiscal year, or more frequently if indicators of impairment exist, such as significant sustained change in the business climate. The recoverability of long-lived assets is measured at the lowest level group. If the total of the expected undiscounted future net cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying amount of the asset.
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Leases
The Company recognizes lease payments for its short-term lease on a straight-line basis over the lease term in accordance with ASC 842.
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease.
In determining the present value of the unpaid lease payments, ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As most of the Company leases do not provide an implicit rate, the Company uses its incremental borrowing rate as the discount rate for the lease. The Company incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments.
Income taxes
Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC Topic 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 periods 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.
The Company conducts major businesses in China and is subject to tax in this jurisdiction. As a result of its business activities, the Company will file tax returns that are subject to examination by the foreign tax authority.
Going concern
The accompanying 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.
For the year ended July 31, 2024, the Company has continuously incurred a net loss of $85,697. As of July 31, 2024, the Company suffered an accumulated deficit of $2,484,043, capital deficiency of $647,800 and negative operating cash flow of $97,890. The Company’s ability to continue as a going concern is dependent upon improving the profitability and the continuing financial support from its shareholders and director. Management believes the existing shareholders, director or external financing will provide the additional cash to meet the Company’s obligations as they become due.
These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result in the Company not being able to continue as a going concern.
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Net loss per share
The Company calculates net loss per share in accordance with ASC Topic 260 “Earnings Per Share”. Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.
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 Consolidated Statements of Operations and Comprehensive Loss.
The functional currency of the parent Company is United States dollar and the functional currency of the subsidiaries MU Worldwide Group Limited (Seychelles) and MU Global Holding Limited (Hong Kong) is United States dollar. MU Global Health Management (Shanghai) Limited is in Renminbi.
The reporting currency of the Company and its subsidiary is United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$.
In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive loss within the statements of shareholders’ equity.
Translation of amounts from RMB, TWD and HK$ into US$1 has been made at the following exchange rates for the respective periods:
| As of and for the year ended July 31, | ||||||||
| 2024 | 2023 | |||||||
| Year-end RMB : US$1 exchange rate | 7.2511 | 7.136 | ||||||
| Year-average RMB : US$1 exchange rate | 7.2198 | 6.989 | ||||||
| Year-end HK$ : US$1 exchange rate | 7.8116 | 7.799 | ||||||
| Year-average HK$ : US$1 exchange rate | 7.8187 | 7.835 | ||||||
| Year-end TWD : US$1 exchange rate | 32.707 | 31.461 | ||||||
| Year-average TWD : US$1 exchange rate | 31.931 | 30.805 | ||||||
Related parties
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
Fair value of financial instruments:
The carrying value of the Company’s financial instruments: cash and cash equivalents, accounts payable and accrued liabilities, and amount due to a director approximate at their fair values because of the short-term nature of these financial instruments.
The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:
| Level 1: Observable inputs such as quoted prices in active markets; | |
| Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and |
| Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. |
Recently Adopted Accounting Standards
In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments – Credit Losses (Topics 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. In November 2019, the FASB issued ASU 2019-10 highlighted the adoption timeline. For smaller reporting entities, Topic 326 is effective for annual periods beginning after December 15, 2022, including interim period within those fiscal years, of which is effective for the Company on January 1, 2023.
Credit loss rate is determined by historical collection based on aging schedule, adjusted for current conditions using reasonable and supportable forecast. Based on the aging categorization and the adjusted loss per category, an allowance for credit losses is calculated by multiplying the adjusted loss rate with the amortized cost in the respective age category.
Recent accounting pronouncements
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements required by this item are located in PART IV of this Annual Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosures Control and Procedures
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:
| ● | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; | |
| ● | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and | |
| ● | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
As of July 31, 2024, the management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Based on such evaluation, the management concluded that during the year covered by this Report, internal controls and procedures overall were not effective. This was due to the deficiencies existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.
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Identified Material Weakness
A material weakness in internal control over financial reporting is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the financial statements will not be prevented or detected.
Management identified the following material weakness during its assessment of internal controls over financial reporting as of July 31, 2024.
We do not have adequate segregation of duties and effective risk assessment – Lack of segregation of duties and effective risk assessment may cause the Company to face the likelihood of fraud or theft, due to poor oversight, governance and review to detect errors.
Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.
As a result of the material weaknesses described above, the management has concluded that the Company did not maintain effective internal control over financial reporting as of July 31, 2024 based on the criteria established in Internal Control—Integrated Framework issued by COSO.
Management’s Remediation Initiatives
In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:
| 1. | We plan to create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function. The accounting personnel is responsible for reviewing the financing activities, facilitating the approval of the financing, recording the information regarding the financing, and submitting SEC filing related documents to our legal counsel in order to comply with the filing requirements of SEC. |
| 2. | We intend to add staff members to our management team to make sure that information required to be disclosed in our reports filed and submitted under the Exchange Act is recorded, processed, summarized and reported as and when required and will the staff members will have segregated responsibilities with regard to these responsibilities. |
We anticipate that these initiatives will be at least partially, if not fully, implemented by the end of fiscal year 2024.
Changes in internal controls over financial reporting
There was no change in our internal controls over financial reporting that occurred during the year covered by this Report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting:
This annual report does not include an attestation report of the Company’s registered independent public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered independent public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report on Form 10-K.
ITEM 9B. OTHER INFORMATION
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Our executive officer’s and director’s and their respective ages as of the date hereof are as follows:
| NAME | AGE | POSITION | ||
| Niu Yen-Yen | 51 | Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, Director |
Set forth below is a brief description of the background and business experience of our executive officer and director for the past five years.
Niu Yen-Yen - President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, Director
In 2014, Ms. Niu Yen-Yen received Master of Business Administration program from Aalto University Executive Education, Taiwan. From 1997 to 2006, Ms. Niu Yen-Yen served as the Business Development Director at Serax International Limited in Hong Kong, a multilevel marketing business.
Ms. Niu serves as Chief Executive Officer of Yu Qing International Co., Ltd. in Taiwan since 2006 and continues to hold this position at present. In 2006, when she first started this company, she became an agent to perfume brands such as, Calvin Klein, Clive Christian, Dior, Versace, Chanel, Hermes, Kenzo, Bvlgari, Jimmy Choo etc. In 2010, Ms. Niu has held over 500 sales events all over famous shopping malls and hotels. In 2012, she developed a retail brand called “Idol Beauty”. It provides various beauty care, organic skin care and cosmetic products. In 2013, she set up “Day More” as the first stone spa brand in Taiwan. In the same year, she worked with Horien Biochemical Technology Co., Ltd. to develop and apply patent beauty care products such as Antirincle and Biofresh.
In 2016, Ms. Niu opened a new business called Mu Chuan International Company Limited, a multilevel marketing business. In 2017, Ms. Niu established a cross-border e-commerce business, https://www.magicgo99.com, in order to reach consumers globally.
On November 1, 2022, Ms. Niu Yen Yen appointed as Chief Financial Officer of the Company.
Ms. Niu Yen-Yen’s experience in corporate management and business development has led the Board of Directors to reach the conclusion that she should serve as President, Chief Executive Officer, Chief Financial Officer and Director of the Company.
Hsieh Chang-Chung - Chief Financial Officer
In 1985, Mr. Hsieh Chang-Chung received Master of Business Administration from Chung Yuan Christian University, Taiwan. From 1989 to 1992, Mr. Hsieh worked as the Special Assistant to the Chairman of Fu-I Industrial Group, a listed company in Taipei Stock Exchange. He served as the Co-Founder and Executive Vice President of Quanton Optronics Inc. from November 1992 to December 1993. Mr. Hsieh had also served as the Controller of UTC Co., Ltd from 1994 to 1995. From 1995 to 1998, Mr. Hsieh served as the Chief Staff of the CEO Office in EMI. Ltd., which is a listed company in Taipei Stock Exchange. He also served as the Vice President of Far Eastern VC Investment Co., Ltd from 1997 to 2006.
From 1999 to 2008, Mr. Hsieh served as the Chief Financial Officer and Senior Vice President of Eastern Multimedia Co., Ltd. (which was renamed to Kbro Co., Ltd. in 2006) in Taiwan. He then served as the Vice President and Chief Investment Officer of Head Office in Eastern Media International Group (EMI) from 2008 to 2016. From 2016 to 2019, Mr. Hsieh has served as the Senior Consultant of Eastern Media International Group (EMI) in Taiwan.
Mr. Hsieh Chang-Chung’s corporate and financial experience has led the Board of Directors to reach the conclusion that he should serve as the Chief Financial Officer of the Company.
On November 1, 2022, Mr. Hsieh Chang-Chung resigned as Chief Financial Officer of the Company.
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Corporate Governance
The Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has not formally adopted a written code of business conduct and ethics that governs the Company’s employees, officers and Directors as the Company is not required to do so.
In lieu of an Audit Committee, the Company’s Board of Directors is responsible for reviewing and making recommendations concerning the selection of external auditors, reviewing the scope, results and effectiveness of the annual audit of the Company’s financial statements and other services provided by the Company’s independent public accountants. The Board of Directors, Chief Executive Officer and Chief Financial Officer of the Company review the Company’s internal accounting controls, practices and policies.
Committees of the Board
Our Company currently does not have nominating, compensation, or audit committees or committees performing similar functions nor does our Company have a written nominating, compensation or audit committee charter. Our Director(s) believes that it is not necessary to have such committees, at this time, because the Director(s) can adequately perform the functions of such committees.
Audit Committee Financial Expert
Our Board of Directors has determined that we do not have a board member that qualifies as an “audit committee financial expert” as defined in Item 407(D)(5) of Regulation S-K, nor do we have a Board member that qualifies as “independent” as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of the FINRA Rules.
We believe that our Director(s) are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The Director(s) of our Company does not believe that it is necessary to have an audit committee because management believes that the Board of Directors can adequately perform the functions of an audit committee. In addition, we believe that retaining an independent Director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the stage of our development and the fact that we have not generated any positive cash flows from operations to date.
Involvement in Certain Legal Proceedings
Our Directors and our Executive officers have not been involved in any of the following events during the past ten years:
| 1. | bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; |
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| 2. | any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); |
| 3. | being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his/her involvement in any type of business, securities or banking activities; or |
| 4. | being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. |
| 5. | Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; |
| 6. | Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; |
| 7. | Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:(i) Any Federal or State securities or commodities law or regulation; or(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
| 8. | Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Independence of Directors
We are not required to have independent members of our Board of Directors, and do not anticipate having independent Directors until such time as we are required to do so.
Code of Ethics
We have not adopted a formal Code of Ethics. The Board of Directors has evaluated the business of the Company and the number of employees and determined that since the business is operated by a small number of persons, general rules of fiduciary duty and federal and state criminal, business conduct and securities laws are adequate ethical guidelines. In the event our operations, employees and/or Directors expand in the future, we may take actions to adopt a formal Code of Ethics.
Shareholder Proposals
Our Company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors. The Board of Directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our Company does not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.
A shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our President, at the address appearing on the first page of this Information Statement.
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ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation of our Chief Executive Officer, and the executive officers who served at the end of the year July 31, 2024, for services rendered in all capacities to us.
Summary Compensation Table:
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||||||
| Niu Yen Yen, Chief Executive Officer, Chief Financial Officer, | For the year ended July 31, 2024 | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||
| President, Secretary, Treasurer, Director | For the year ended July 31, 2023 | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||
| Hsieh Chang- Chung, | For the year ended July 31, 2024 | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||
| Chief Financial Officer (1) | For the year ended July 31, 2023 | 8,100 | - | - | - | - | - | - | 8,100 | |||||||||||||||||||||||||
| (1) | On November 1, 2022, Mr. Hsieh Chang-Chung resigned as Chief Financial Officer of the Company. |
Narrative Disclosure to Summary Compensation Table
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors from time to time. We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control.
Stock Option Grants
We have not granted any stock options to our executive officers since our incorporation.
Employment Agreements
As of the date of the filing of this Form 10-K, we have no written employment agreements with our officers and directors. Compensation was determined after discussion about expected time commitments, remuneration paid by comparable organizations and the flexibility provided to the Company by not having extended terms and other terms typical of employment agreements. We have no plans or packages providing for compensation of officers after resignation or retirement.
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Compensation Discussion and Analysis
Director Compensation
Our Board of Directors does not currently receive any consideration for their services as members of the Board of Directors. The Board of Directors reserves the right in the future to award the members of the Board of Directors cash or stock-based consideration for their services to the Company, which awards, if granted shall be in the sole determination of the Board of Directors.
Executive Compensation Philosophy
Our Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves the right to pay our executives or any future executives a salary, and/or issue them shares of common stock in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance. This package may also include long-term stock-based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.
Incentive Bonus
The Board of Directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executives.
Long-term, Stock Based Compensation
In order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award our executive and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of Directors, which we do not currently have any immediate plans to award.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
As of July 31, 2024, the Company has 59,434,838 shares of common stock issued and outstanding, which number of issued and outstanding shares of common stock have been used throughout this report.
The following table sets forth, as of July 31, 2024 certain information with regard to the record and beneficial ownership of the Company’s common stock by (i) each person known to the Company to be the record or beneficial owner of more than 5% of the Company’s common stock, (ii) each director of the Company, (iii) each of the named executive officers, and (iv) all executive officers and directors of the Company as a group:
| Name and Address of Beneficial Owner | Shares of Common Stock Beneficially Owned | Common Stock Voting Percentage Beneficially Owned | Total Voting Percentage Beneficially Owned | |||||||||
| Executive Officers and Directors | ||||||||||||
| Niu Yen-Yen, Chief Executive Officer and Chief Financial Officer, (“Principal Executive Officer”, Principal Financial Officer” and “Principal Accounting Officer”), President, Secretary, Treasurer and Director | 11,514,970 | 19.37 | % | 19.37 | % | |||||||
| Server Int’l Co., Ltd1 | 10,600,000 | 17.84 | % | 17.84 | % | |||||||
| All of executive officers and director as a group | 22,114,970 | 37.21 | % | 37.21 | % | |||||||
| 5% or greater shareholders (excluding officers/directors) | ||||||||||||
| Chen Shu-Jen | 5,078,688 | 8.55 | % | 8.55 | % | |||||||
1Server Int’l Co., Ltd is owned and controlled entirely by our Chief Executive Officer cum Chief Financial Officer, Ms. Niu Yen-Yen.
Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power at any particular date.
| (1) | Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Beneficial ownership also includes shares of stock subject to options and warrants currently exercisable or exercisable within 60 days of the date of this table. In determining the percent of common stock owned by a person or entity as of the date of this Report, (a) the numerator is the number of shares of the class beneficially owned by such person or entity, including shares which may be acquired within 60 days on exercise of warrants or options and conversion of convertible securities, and (b) the denominator is the sum of (i) the total shares of common stock outstanding on as of the date of this Annual Report (59,434,838 shares), and (ii) the total number of shares that the beneficial owner may acquire upon exercise of the derivative securities. Unless otherwise stated, each beneficial owner has sole power to vote and dispose of its shares. |
| (2) | Based on the total issued and outstanding shares of 59,434,838 as of the date of this Annual Report. |
| 23 |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE
On June 4, 2018, Ms. Niu Yen-Yen was appointed Chief Executive Officer, President, Secretary, Treasurer and sole member of our Board of Directors.
On June 4, 2018, our Chief Executive Officer, Ms. Niu Yen-Yen subscribed 100,000 shares of restricted common stock of the Company at par value of $0.0001 per share. The monies from this transaction, which totaled $10, went to the Company to be used as initial working capital.
On June 5, 2018, Mr. Hsieh Chang-Chung was appointed Chief Financial Officer.
On June 29, 2018, we, “the Company” acquired MU Worldwide Group Limited (herein referred as the “Seychelles Company”), a company incorporated in the Republic of Seychelles. MU Worldwide Group Limited, the Seychelles Company, operates through its subsidiary MU Global Holding Limited (herein referred as the “Hong Kong Company”), a company incorporated in Hong Kong.
MU Global Holding Limited, the Hong Kong Company, operates through its wholly owned subsidiary, MU Global Health Management (Shanghai) Limited, (herein referred as the “Shanghai Company”), a company incorporated in Shanghai, People Republic China.
On July 6, 2018, Ms. Niu Yen-Yen and Server Int’l Co., Ltd. subscribed 25,000,000 and 11,000,000 restricted shares of common stock, respectively, of the Company, at par value of $0.0001 per share. The monies from these transactions, which totaled $3,600, went to the Company to be used as initial working capital. Server Int’l Co., Ltd. is controlled entirely by Ms. Niu Yen-Yen.
On July 7, 2018, Chang Chun-Ying and Chang Su-Fen subscribed 4,300,000 and 5,000,000 restricted shares of common stock, respectively, of the Company, at par value of $0.0001 per share. The monies from these transactions, which totaled $930, went to the Company to be used as initial working capital.
On July 9, 2018, GreenPro Asia Strategic SPC and GreenPro Venture Capital Limited, subscribed 2,835,000 and 2,165,000 restricted shares of common stock of the Company, respectively, at par value of $0.0001 per share. The monies from these transactions, which totaled $500, went to the Company to be used as initial working capital.
Greenpro Asia Strategic SPC is controlled and managed by GC Investment Management Limited.
Greenpro Venture Capital Limited is owned by Greenpro Capital Corp. The controlling shareholders of Greenpro Capital Corp. are Lee Chong Kuang and Loke Che Chan.
On July 10, 2018, Server Int’l Co., Ltd., which is owned and controlled by our CEO, Ms. Niu Yen-Yen, sold 200,000 shares of restricted common stock at par value of $0.0001 per share to our Chief Financial Officer, Hsieh Chang-Chung.
From August 1, 2018 to December 13, 2018, Ms. Niu Yen-Yen, the sole director and CEO of the Company has transferred 1,557,800 shares of common stock to 16 non-US residents.
From August 1, 2020 to July 31, 2021, Ms. Niu Yen-Yen had 395,000 common stocks transferred in and had sold 3,364,921 shares of common stock.
From August 1, 2021 to July 31, 2022, Ms. Niu Yen-Yen had 55,522 shares of common stocks transferred in and had sold 6,800,000 shares of common stock.
On November 1, 2022, Mr. Hsieh Chang-Chung resigned as Chief Financial Officer of the Company and with immediate effect, Ms. Niu Yen-Yen appointed as Chief Financial Officer of the Company.
During the year ended July 31, 2024 and July 31, 2023, the Company incurred $14,700 and $16,080 to Asia UBS Global Limited for professional services.
| 24 |
Related Party Transactions
Related party transactions as of July 31, 2024 and 2023 are as per table below:
| Year ended July 31, 2024 | Year ended July 31, 2023 | |||||||
| (Audited) | (Audited) | |||||||
| Professional fee paid: | ||||||||
| - Related party A | $ | 14,700 | $ | 16,080 | ||||
| Consultation fee paid: | ||||||||
| - Related party B | $ | - | $ | 8,100 | ||||
| Total | $ | 14,700 | $ | 24,180 | ||||
Related party A is the fellow subsidiaries of a corporate shareholder of the Company. Related party B is one of the shareholders of the Company.
For the year ended July 31, 2024, the Company incurred professional fees of $14,700 due to related party A. Related party B is consultant of the Company and has provided consultancy service for business operation.
The related party transactions are generally transacted in an arm-length basis at the current market value in the normal course of business.
Review, Approval and Ratification of Related Party Transactions
Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officer(s), Director(s) and significant stockholders. We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional Directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, our Director(s) will continue to approve any related party transaction.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Below is the aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our last two fiscal years.
| Year ended July 31, 2024 | Year ended July 31, 2023 | |||||||
| Audit fees | $ | 15,000 | $ | 15,000 | ||||
| Audit related fees | 10,500 | 10,500 | ||||||
| Tax fees | - | - | ||||||
| All other fees | - | - | ||||||
| Total | $ | 25,500 | $ | 25,500 | ||||
The category of “Audit fees” includes fees for our annual audit, quarterly reviews and services rendered in connection with regulatory filings with the SEC, such as the issuance of comfort letters and consents.
The category of “Audit-related fees” includes employee benefit plan audits, internal control reviews and accounting consultation.
All of the professional services rendered by principal accountants for the audit of our annual financial statements that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for last two fiscal years were approved by our Board of Directors.
| 25 |
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Financial Statements
The following are filed as part of this report:
Financial Statements
The following financial statements of Vanguard Green Investment Limited and Report of Independent Registered Public Accounting Firm are presented in the “F” pages of this Report:
(b) Exhibits
The following exhibits are filed or “furnished” herewith:
| 3.1 | Articles of Incorporation** |
| 3.2 | Bylaws** |
| 31.1 | Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer* |
| 32.1 | Section 1350 Certification of principal executive officer* |
* Filed herewith.
** As filed in the Registrant’s Registration Statement on Form S-1 Amendment No.3 (File No. 333-228847) on April 30, 2019.
| 26 |
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, thereunto duly authorized.
| VANGUARD GREEN INVESTMENT LIMITED. | ||
| (Name of Registrant) | ||
| Date: November 12, 2024 | By: | /s/ NIU YEN YEN |
| Title: | Chief Executive Officer, Chief Financial Officer | |
| President, Director, Secretary and Treasurer | ||
| (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer) | ||
| 27 |
INDEX TO FINANCIAL STATEMENTS
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders of
Vanguard Green Investment Limited
(Formerly known as MU Global Holding Limited)
Rm. 5, 7F., No. 296, Sec. 4,
Xinyi Rd., Da’an Dist.,
Taipei City 106427,
Taiwan (R.O.C.)
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Vanguard Green Investment Limited and subsidiaries (the ‘Company’) as of July 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive loss, statements of changes in stockholders’ equity, and statements of cash flows for each of the two years in the year ended of July 31, 2024 and 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the year ended July 31, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, for the financial year ended July 31, 2024, the Company has continuously incurred a net loss of $85,697. As of July 31,2024, the Company suffered an accumulated deficit of $2,484,043, capital deficiency of $647,800 and negative operating cash flows of $97,890. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to those charged with governance and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Impairment of property, plant and equipment and intangible assets
The Company has fully impaired its property, plant and equipment and intangible assets since July 31, 2022. During the financial year ended July 31, 2024, the additional intangible assets amounting to USD2,466 was fully impaired.
The Company carries out an impairment test by comparing the recoverable amount of cash generating unit (“CGU”) based on value in use method and the carrying amounts.
The impairment test was significant to our audit due to complexity of the assessment process involving significant judgements and estimation uncertainty in making key assumptions about future market and economic conditions growth rates, profit margins, discount rate, etc. for value in use of CGU based on the future discounted cash flows.
Our procedures in relation to management’s impairment assessments included, amongst others:
| (a) | Examining management’s cash flows forecast that support the impairment assessment; |
| (b) | Assessing the reliability of management’s forecast through the review of past trends of actual financial performance against previous forecast results; |
| (c) | Evaluating the reasonableness and consistency of key assumptions and inputs used in cash flow projection to available external industry sources of data; |
| (d) | Performing sensitivity analysis to stress test the key assumptions and inputs used in the impairment assessment; and |
| (e) | Assessing the adequacy and reasonableness of the disclosures in the financial statements. |
| /s/
|
|
| JP
CENTURION & PARTNERS PLT (ID: |
|
| We have served as the Company’s auditor since 2021. | |
| November 12, 2024 | |
| F-2 |
VANGUARD GREEN INVESTMENT LIMITED
CONSOLIDATED BALANCE SHEETS
AS OF JULY 31, 2024 and 2023
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(Audited)
| 2024 | 2023 | |||||||
| As of July 31, | ||||||||
| 2024 | 2023 | |||||||
| ASSETS | ||||||||
| NON-CURRENT ASSETS | ||||||||
| Property, plant and equipment | $ | $ | ||||||
| Leased asset – Right of use | ||||||||
| Total non-current assets, excluding intangible assets | ||||||||
| INTANGIBLE ASSET | ||||||||
| Patent and trademark | $ | $ | ||||||
| Total non-current assets | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | ||||||||
| Inventories | ||||||||
| Prepayments and deposits | $ | $ | ||||||
| Amount due from related party | ||||||||
| Total current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| NON-CURRENT LIABILITIES | ||||||||
| Leased liabilities | $ | $ | ||||||
| Loan from director | ||||||||
| Loan from third party | ||||||||
| Total non-current liabilities | $ | $ | ||||||
| CURRENT LIABILITIES | ||||||||
| Other payables and accrued liabilities | ||||||||
| Amount due to related party | ||||||||
| Deposit from franchisees | ||||||||
| Deposit from customers | ||||||||
| Loan from director | ||||||||
| Leased liabilities | ||||||||
| Total current liabilities | ||||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| STOCKHOLDERS’ DEFICIT | ||||||||
| Preferred stock, $ par value, shares authorized, issued and outstanding | $ | $ | ||||||
| Common stock, $ par value, shares authorized, shares issued and outstanding as of July 31, 2024 and July 31, 2023 respectively | ||||||||
| Additional paid-in capital | ||||||||
| Foreign currency adjustment | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | $ | ||||||
See accompanying notes to consolidated financial statements.
| F-3 |
VANGUARD GREEN INVESTMENT LIMITED
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE YEARS ENDED JULY 31, 2024 AND 2023
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(Audited)
For
the year July 31, 2024 | For
the year July 31, 2023 | |||||||
| REVENUE | $ | $ | ||||||
| COST OF REVENUE | ( | ) | ||||||
| GROSS PROFIT | ||||||||
| OTHER INCOME | ||||||||
| SELLING AND MARKETING EXPENSES | ( | ) | ||||||
| GENERAL AND ADMINISTRATIVE EXPENSES | ( | ) | ( | ) | ||||
| LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | $ | ( | ) | $ | ( | ) | ||
| INCOME TAXES PROVISION | ||||||||
| NET LOSS FROM CONTINUING OPERATIONS | ( | ) | ( | ) | ||||
| NET GAIN/(LOSS) FROM DISCONTINUED OPERATIONS | ||||||||
| Gain from disposal of subsidiary | ||||||||
| Loss from discontinued operations, net of tax | ( | ) | ( | ) | ||||
| NET LOSS | ( | ) | ( | ) | ||||
| Other comprehensive loss: | ||||||||
| - Foreign exchange translation (loss)/gain | ( | ) | ||||||
| TOTAL COMPREHENSIVE LOSS | $ | ( | ) | $ | ( | ) | ||
| Net loss per share - Basic and diluted | $ | ) | $ | ) | ||||
| Weighted average number of common shares outstanding - Basic and diluted | ||||||||
See accompanying notes to consolidated financial statements.
| F-4 |
VANGUARD GREEN INVESTMENT LIMITED
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE YEARS ENDED JULY 31, 2024 AND 2023
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(Audited)
| Number of Shares | Amount | |||||||||||||||||||||||
COMMON SHARES | ADDITIONAL PAID-IN CAPITAL | ACCUMULATED OTHER COMPREHENSIVE INCOME | ACCUMULATED DEFICIT | TOTAL EQUITY | ||||||||||||||||||||
| Number of Shares | Amount | |||||||||||||||||||||||
| Balance as of July 31, 2022 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Net loss for the year | - | ( | ) | ( | ) | |||||||||||||||||||
| Loss from discontinued operations | - | ( | ) | ( | ) | |||||||||||||||||||
| Foreign currency translation adjustment | - | |||||||||||||||||||||||
| Balance as of July 31, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Balance | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Net loss for the year | - | ( | ) | ( | ) | |||||||||||||||||||
| Loss from discontinued operations | - | ( | ) | ( | ) | |||||||||||||||||||
| Foreign currency translation adjustment | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||
| Gain from disposal of subsidiary | - | |||||||||||||||||||||||
| Balance as of July 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Balance | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
See accompanying notes to consolidated financial statements
| F-5 |
VANGUARD GREEN INVESTMENT LIMITED
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JULY 31, 2024 AND 2023
(Currency expressed in United States Dollars (“US$”))
(Audited)
| For
the year ended July 31, 2024 | For
the year ended
(Restated) | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss from continuing operations | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Impairment of fixed assets | ( | ) | ( | ) | ||||
| Bad debts written-off | ||||||||
| Gain on discounting of long-term loan | ( | ) | ||||||
| Gain on disposal of property, plant and equipment | ( | ) | ( | ) | ||||
| Changes in operating assets and liabilities: | ||||||||
| Prepayments and deposits | ( | ) | ||||||
| Amount due from related parties | ||||||||
| Other payables and accrued liabilities | ( | ) | ||||||
| Amount due to related parties | ||||||||
| Net cash used in operating activities | $ | ( | ) | $ | ( | ) | ||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Proceed on disposal of property, plant and equipment | $ | $ | ||||||
| Disposal of a subsidiary, net of cash disposed | ||||||||
| Purchase of trademark | ( | ) | ( | ) | ||||
| Net cash generated from investing activities | $ | $ | ||||||
| CASH FLOWS FROM FINANCING ACTIVITY: | ||||||||
| Loan from director | $ | $ | ||||||
| Net cash generated from financing activity | $ | $ | ||||||
| CASH FLOWS FROM DISCONTINUED OPERATIONS: | ||||||||
| Operating activities of discontinued operations | $ | ( | ) | $ | ( | ) | ||
| Investing activities of discontinued operations | ||||||||
| Financing activities of discontinued operations | ||||||||
| Net cash used in discontinued operations | $ | ( | ) | $ | ( | ) | ||
| Effect of foreign exchange translation | ( | ) | ||||||
| Net change in cash and cash equivalents | ||||||||
| Cash and cash equivalents, beginning of year | $ | $ | ||||||
| Cash and cash equivalents, end of year | $ | $ | ||||||
See accompanying notes to consolidated financial statements.
| F-6 |
VANGUARD GREEN INVESTMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 2024 AND 2023
(Currency expressed in United States Dollars (“US$”), except for number of shares)
1. ORGANIZATION AND BUSINESS BACKGROUND
Vanguard Green Investment Limited is organized as a Nevada limited liability company, incorporated on June 4, 2018. For purposes of consolidated financial statement presentation, Vanguard Green Investment Limited and its subsidiary are herein referred to as “the Company” or “we”. The Company business of which planned principal operations are to provide wellness and beauty services to customers via Company owned outlets, franchised outlets or distribution of our product to third party wellness and beauty salon.
On
June 29, 2018, the Company acquired
Full
disposition of MU Global Health Management (Shanghai) Limited was completed on July 30, 2024 for
consideration of $
The
accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement
of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, for the year
ended July 31, 2024, the Company incurred a net loss of $
Details of the Company’s subsidiaries:
SCHEDULE OF COMPANY’S SUBSIDIARY
| Company name | Place
and date | Particulars of issued capital | Principal activities | Proportional | ||||||||
| 1. | MU Worldwide Group Limited | % | ||||||||||
| 2. | MU Global Holding Limited | % | ||||||||||
| 3. | MU Global Health Management (Shanghai) Limited1 | % | ||||||||||
| 1 |
| F-7 |
VANGUARD GREEN INVESTMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 2024 AND 2023
(Currency expressed in United States Dollars (“US$”), except for number of shares)
Business Overview
Vanguard is a beauty and wellness company, providing SPA and wellness service and also SPA related products to the customers. The services provided are designed to improve the overall health system and body function.
Since
the establishment,
China has large territory, population, diverse ethnicity and cultural background. As such, it has resulted in different consumer orientations in different cities and townships across the country, which is particularly challenging to tackle the consumer market with a single business model.
The advance in technological development and rise in use of technology in marketing has also intensified the competition, probing the Company to develop the business models that allow quick penetration and huge coverage of different markets, and also being able to cope with the swift changes in the consumer market. Thus, the Company is focusing on three key areas as part of the Company’s early development in the Chinese market.
The first and most key focus is to enter the regional market through the adoption of franchisee and agent model, which the other parties are familiar and have deep understanding in the local market, hence its operating strategy is effective and best suited the targeted region.
Second, the key strategy is to ensure rapid development of the Omni channel marketing plan which targets to lease out at least ten thousand Stone Spa Bed (Hot Stone Bath equipment), reducing the time cost for the development of project, and most importantly, working on to spur sales and revenue growth.
Lastly, the essential requirement for business success in the Chinese market is to ensure and maintain a clear and transparent business model, which would result in effective collaboration between the company and its agent/franchisee, and consequently leads to efficient market operation and a win-win situation between the two parties.
Currently, the Company operates in the Chinese market with two business models:
| 1. | Tripartite co-operation and profit sharing model. |
| 2. | Large-scale chain agent model |
| 3. | Direct- service store model |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements and notes.
Basis of presentation
These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).
The Company has adopted its fiscal year-end to be July 31.
Full disposition of MU Global Health Management (Shanghai) Limited was
completed on July 30, 2024 for consideration of $
Basis of consolidation
The consolidated financial statements include the accounts of the Company and its subsidiaries. All inter-company accounts and transactions have been eliminated upon consolidation.
| F-8 |
VANGUARD GREEN INVESTMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 2024 AND 2023
(Currency expressed in United States Dollars (“US$”), except for number of shares)
Use of estimates
Management uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheets, and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates.
Revenue recognition
Financial Accounting Standards Board, or FASB, issued ASC 606. The standard is a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services.
Revenue is measured at the fair value of the consideration received or receivable, net of discounts and taxes applicable to the revenue. The Company derives its revenue from provision of wellness and beauty services to customers via Company owned outlets, franchised outlets or distribution of our product to third party wellness and beauty salon.
Cost of revenue
Cost of revenue includes the cost of services and product incurred to provide wellness and beauty services and purchase of products.
Cash and cash equivalents
Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational:
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT ESTIMATED LIFE
| Classification | Estimated useful life | |
| Leasable equipment | ||
| Computer hardware and software | ||
| Office equipment | ||
| Outlet design fee and equipment | ||
| Application development fee |
Expenditures for maintenance and repairs are expensed as incurred. The gain or loss on the disposal of property, plant and equipment is the difference between the net sales proceeds and the carrying amount of the relevant assets and is recognized in the Consolidated Statements of Operations and Comprehensive Loss.
Impairment of long-live assets
Long-lived assets primarily include trademark of the Company. In accordance with the provision of ASC Topic 360, Impairment or Disposal of Long-Lived Assets, the Company generally conducts its annual impairment evaluation to its long-lived assets, usually in the fourth quarter of each fiscal year, or more frequently if indicators of impairment exist, such as significant sustained change in the business climate. The recoverability of long-lived assets is measured at the lowest level group. If the total of the expected undiscounted future net cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying amount of the asset.
| F-9 |
VANGUARD GREEN INVESTMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 2024 AND 2023
(Currency expressed in United States Dollars (“US$”), except for number of shares)
Leases
The Company recognizes lease payments for its short-term lease on a straight-line basis over the lease term in accordance with ASC 842.
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease.
In determining the present value of the unpaid lease payments, ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As most of the Company leases do not provide an implicit rate, the Company uses its incremental borrowing rate as the discount rate for the lease. The Company incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments.
Inventories
Inventories consisting of products available for sell, are stated at the lower of cost or market value. Cost of inventory is determined using the first-in, first-out (FIFO) method. Inventory reserve is recorded to write down the cost of inventory to the estimated market value due to slow-moving merchandise and damaged goods, which is dependent upon factors such as historical and forecasted consumer demand, and promotional environment. The Company takes ownership, risks and rewards of the products purchased. Write downs are recorded in cost of revenues in the Consolidated Statements of Operations and Comprehensive Loss.
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 periods 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
Going concern
The accompanying 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.
For
the year ended July 31, 2024, the Company has continuously incurred a net loss of $
These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result in the Company not being able to continue as a going concern.
| F-10 |
VANGUARD GREEN INVESTMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 2024 AND 2023
(Currency expressed in United States Dollars (“US$”), except for number of shares)
The Company calculates net loss per share in accordance with ASC Topic 260 “Earnings Per Share”. Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.
Foreign currencies translation
Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the Consolidated Statements of Operations and Comprehensive loss.
The functional currency of the parent Company is United States dollar and the functional currency of the subsidiaries MU Worldwide Group Limited (Seychelles) and MU Global Holding Limited (Hong Kong) is United States dollar. MU Global Health Management (Shanghai) Limited is in Renminbi.
The reporting currency of the Company and its subsidiary is United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$.
In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive loss within the statements of stockholders’ equity.
Translation of amounts from RMB, TWD and HK$ into US$1 has been made at the following exchange rates for the respective periods:
SCHEDULE OF FOREIGN EXCHANGE RATES TRANSLATION
| As of and for the year ended July 31, | ||||||||
| 2024 | 2023 | |||||||
| Year-end RMB : US$1 exchange rate | ||||||||
| Year-average RMB : US$1 exchange rate | ||||||||
| Year-end HK$ : US$1 exchange rate | ||||||||
| Year-average HK$ : US$1 exchange rate | ||||||||
| Year-end TWD : US$1 exchange rate | ||||||||
| Year-average TWD : US$1 exchange rate | ||||||||
Related parties
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
| F-11 |
VANGUARD GREEN INVESTMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 2024 AND 2023
(Currency expressed in United States Dollars (“US$”), except for number of shares)
Fair value of financial instruments:
The carrying value of the Company’s financial instruments: cash and cash equivalents, subscription receivables, prepayment and deposits, accounts payable, and other payables and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments.
The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:
| Level 1: Observable inputs such as quoted prices in active markets; | |
| Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and | |
| Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. |
Recently Adopted Accounting Standards
In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments – Credit Losses (Topics 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. In November 2019, the FASB issued ASU 2019-10 highlighted the adoption timeline. For smaller reporting entities, Topic 326 is effective for annual periods beginning after December 15, 2022, including interim period within those fiscal years, of which is effective for the Company on January 1, 2023.
Credit loss rate is determined by historical collection based on aging schedule, adjusted for current conditions using reasonable and supportable forecast. Based on the aging categorization and the adjusted loss per category, an allowance for credit losses is calculated by multiplying the adjusted loss rate with the amortized cost in the respective age category.
Recent accounting pronouncements
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
| F-12 |
VANGUARD GREEN INVESTMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 2024 AND 2023
(Currency expressed in United States Dollars (“US$”), except for number of shares)
3. COMMON STOCK
On
June 4, 2018, our Chief Executive Officer, Ms. Niu Yen-Yen subscribed shares of restricted common stock of the Company at par
value of $ per share. The monies from this transaction, which totalled $
On
July 6, 2018, Ms. Niu Yen-Yen and Server Int’l Co., Ltd. subscribed and restricted shares of common stock,
respectively, of the Company, at par value of $ per share. The monies from these transactions, which totalled $
On
July 7, 2018, Chang Chun-Ying and Chang Su-Fen subscribed and restricted shares of common stock, respectively, of
the Company, at par value of $ per share. The monies from these transactions, which totalled $
On
July 9, 2018, GreenPro Asia Strategic SPC and GreenPro Venture Capital Limited subscribed and restricted shares of
common stock of the Company, respectively, at par value of $ per share. The monies from these transactions, which totalled $
From
July 9, 2018 to July 10, 2018 the Company issued a total of shares of restricted common stock to three non-US residents. Shares
were sold at par value, $ per share. Total proceeds from these shares totalled $
On July 10, 2018, Server Int’l Co., Ltd, a Company solely controlled and owned by the CEO, transferred shares of common stock to 8 non-US residents.
On
July 11, 2018 the Company issued a total of shares of restricted common stock to two non-US residents at a price of $ per
share. Total proceeds from these sales of shares totalled $
On
July 25, 2018 the Company issued a total of shares of restricted common stock to ten non-US residents at a price of $ per
share. Total proceeds from these sales of shares totalled $
On
July 26, 2018 the Company issued shares of restricted common stock to one non-US resident at a price of $ per share. Total
proceeds from these sales of shares totalled $
On
July 31, 2018 Dezign Format Pte Ltd and Cheng Young-Chien each subscribed restricted shares of common stock of the Company,
at $ per share, for total consideration of $
From August 1, 2018 to December 13, 2018, Ms. Niu Yen-Yen, the CEO of the Company, transferred shares of common stock to 16 non-US residents.
On
May 7, 2019, the convertible promissory note issued by the Company amounted $
From May 14, 2019 to July 31, 2019, the Company issued shares of common stock at a price of $ per share through the Initial Public Offering (IPO) to 36 non-US residents.
From August 1, 2020 to July 31, 2021, Ms. Niu Yen-Yen, the CEO of the Company, had shares of common stock transferred from 3 non-US residents and had sold shares of common stock to 20 non-US residents.
From August 1, 2021 to July 31, 2022, Ms. Niu Yen-Yen, the CEO of the Company, had shares of common stock transferred from 2 non-US residents and had sold shares of common stock to 3 non-US residents.
As of July 31, 2024 and 2023, the Company has an issued and outstanding common share of .
| F-13 |
VANGUARD GREEN INVESTMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 2024 AND 2023
(Currency expressed in United States Dollars (“US$”), except for number of shares)
4. DISPOSAL OF A SUBSIDIARY
On
July 30, 2024, the Company entered into certain share purchase agreement (the
“Disposition SPA”) by and among Xie Ling (the “Purchaser”), MU Global Health Management (Shanghai) Limited
(the “Subsidiary”) and MU Global Holding Limited (the “Seller”). Pursuant to the Disposition SPA, the
Purchaser agreed to purchase the Subsidiary, in exchange for consideration of $
Beginning on July 30, 2024, the Company historical financial results for periods prior to the above transactions have been reflected in statement of income, retrospectively, as disposal of a subsidiary and discontinued operations. Additionally, the related assets and liabilities associated with the disposal of subsidiary in the prior year balance sheet are written off.
During the period ended July 31,
2024, the Company recorded a gain from the disposal of a subsidiary amounted $
The following table summarizes the assets and liabilities of the disposal of a subsidiary included in the consolidated balance sheet indicated:
| Prepayments and deposits | $ | |||
| Inventories | ||||
| Cash and cash equivalents | ||||
| Other payables and accrued liabilities | ( | ) | ||
| Amount due to related party | ( | ) | ||
| Deposit from franchisees | ( | ) | ||
| Other payable | ( | ) | ||
| Loan from director | ( | ) | ||
| Loan from third party | ( | ) | ||
| Net liabilities of the subsidiary | ( | ) | ||
| Accumulated other comprehensive income | ( | ) | ||
| Assumption of liabilities | ||||
| Consideration | ( | ) | ||
| Gain from disposal of subsidiary | $ |
The following table summarizes the operating results of the discontinued operation for the period indicated:
As of July 31, 2024 | As of July 31, 2023 | |||||||
| Revenue | $ | $ | ||||||
| Cost of revenue | ( | ) | ||||||
| Gross profit | ||||||||
| Other income | ||||||||
| Selling and marketing expenses | ( | ) | ( | ) | ||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Loss before income taxes | ( | ) | ( | ) | ||||
| Income taxes provision | ||||||||
| Loss from discontinued operations | $ | ( | ) | $ | ( | ) | ||
5. PROPERTY, PLANT AND EQUIPMENT
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT
As of July 31, 2024 | As of July 31, 2023 | |||||||
| (Audited) | (Audited) | |||||||
| Computer hardware and software | $ | $ | ||||||
| Office equipment | ||||||||
| Leasable equipment1 | ||||||||
| Outlet design fee and equipment | ||||||||
| Application development fee | ||||||||
| Total | ||||||||
| Accumulated depreciation2 | ( | ) | ( | ) | ||||
| Impairment | ( | ) | ( | ) | ||||
| Foreign currency translation adjustment | ||||||||
| Property, plant and equipment, net | $ | |||||||
| 1 | |
| 2 |
Upon disposal of MU Global Health Management (Shanghai) Limited (the “Subsidiary”) completed on July 30, 2024, property, plant and equipment held under the Subsidiary were excluded from the consolidated balance sheet as of July 31, 2024.
DISPOSAL OF PROPERTY, PLANT AND EQUIPMENT
SCHEDULE OF DISPOSAL OF PROPERTY, PLANT AND EQUIPMENT
As of July 31, 2024 (Audited) | As of July 31, 2023 (Restated) | |||||||
| Proceed from disposal of property, plant and equipment | $ | $ | ||||||
| Disposal of equipment impaired at net book value | ( | ) | ( | ) | ||||
| Total gain on disposal | $ | $ | ||||||
| F-14 |
VANGUARD GREEN INVESTMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 2024 AND 2023
(Currency expressed in United States Dollars (“US$”), except for number of shares)
6. LEASE
As
of November 6, 2021, the Company recognized approximately US$
A single lease cost is recognized over the lease term on a generally straight-line basis. All cash payments of operating lease cost are classified within operating activities in the statement of cash flows.
The initial recognition of operating lease right and lease liability as follow:
SCHEDULE OF RECOGNITION OF OPERATING LEASE RIGHT AND LEASE LIABILITY
| Gross lease payable | $ | |||
| Less: Imputed interest | ( | ) | ||
| Initial recognition | $ | |||
| Less: Remeasurement of existing lease | ( | ) | ||
| Balance | $ |
As of July 31, 2024 and July 31, 2023 operating lease right of use asset as follow:
SCHEDULE OF OPERATING LEASE RIGHT OF USE ASSET
As of July 31, 2024 (Audited) | As of July 31, 2023 (Audited) | |||||||
| Balance | ||||||||
| Balance beginning of the year | ||||||||
| Less: Termination of lease | ( | ) | ||||||
| Add: New operating lease liability | ||||||||
| Foreign exchange translation loss | ( | ) | ( | ) | ||||
| Amortization | ( | ) | ( | ) | ||||
| Balance end of the year | $ | $ | ||||||
As of July 31, 2024 and July 31, 2023 operating lease liability as follow:
SCHEDULE OF OPERATING LEASE LIABILITY
As of July 31, 2024 (Audited) | As of July 31, 2023 (Audited) | |||||||
| As of August 1 | $ | $ | ||||||
Balance beginning of the year | $ | $ | ||||||
| Less: Termination of lease | ( | ) | ||||||
| Add: New operating lease liability | ||||||||
| Less: Gross repayment | ( | ) | ( | ) | ||||
| Add: Imputed interest | ||||||||
| Foreign exchange translation loss | ( | ) | ||||||
| Balance end of the year | $ | $ | ||||||
For
the year ended July 31, 2024, the amortization of the operating lease right of use asset was $
| F-15 |
VANGUARD GREEN INVESTMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 2024 AND 2023
(Currency expressed in United States Dollars (“US$”), except for number of shares)
Maturities of operating lease obligation as follow:
SCHEDULE OF MATURITIES OF OPERATING LEASE OBLIGATION
| Year ending | ||||
| July 31, 2024 (12 months) | ||||
| Total | $ |
Other information:
SCHEDULE OF OTHER INFORMATION
| Year ended | Year ended | |||||||
| July 31, 2024 | July 31, 2023 | |||||||
| (Audited) | (Audited) | |||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||
| Operating cash flow from operating lease | $ | $ | ||||||
| Right-of-use assets obtained in exchange for operating lease liabilities | $ | $ | ||||||
| Remaining lease term for operating lease (years) | - | |||||||
| Weighted average discount rate for operating lease | % | % | ||||||
Lease
expenses were $
7. PATENT AND TRADEMARK
SCHEDULE OF PATENT AND TRADEMARK
| As of | As of | |||||||
| July 31, 2024 | July 31, 2023 | |||||||
| (Audited) | (Audited) | |||||||
| Patent and trademark1 | $ | $ | ||||||
| Accumulated amortization | ( | ) | ( | ) | ||||
| Impairment | ( | ) | ( | ) | ||||
| Foreign currency translation adjustment | ( | ) | ||||||
| Trademark, net | $ | $ | ||||||
| 1 |
Upon disposal of MU Global Health Management (Shanghai) Limited (the “Subsidiary”) completed on July 30, 2024, patent and trademark held under the Subsidiary were excluded from the consolidated balance sheet as of July 31, 2024.
Amortization
expense for the year ended July 31, 2024 and July 31, 2023 was $
8. PREPAYMENTS AND DEPOSITS
SCHEDULE OF PREPAYMENTS AND DEPOSITS
| As of | As of | |||||||
| July 31, 2024 | July 31, 2023 | |||||||
| (Audited) | (Audited) | |||||||
| Prepayments | $ | $ | ||||||
| Deposits | ||||||||
| Total prepayments and deposits | $ | $ | ||||||
9. AMOUNT DUE FROM RELATED PARTY
SCHEDULE OF DUE FROM RELATED PARTY
| As of | As of | |||||||
| July 31, 2024 | July 31, 2023 | |||||||
| (Audited) | (Audited) | |||||||
| Tien Mu International Co., Ltd1 | $ | $ | ||||||
| Total amount due from related party | $ | $ | ||||||
| 1 |
| F-16 |
VANGUARD GREEN INVESTMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 2024 AND 2023
(Currency expressed in United States Dollars (“US$”), except for number of shares)
10. INVENTORIES
SCHEDULE OF INVENTORIES
| As of | As of | |||||||
| July 31, 2024 | July 31, 2023 | |||||||
| (Audited) | (Audited) | |||||||
| Finished goods, at cost | $ | $ | ||||||
| Total inventories | $ | $ | ||||||
11. LOAN FROM THIRD PARTY
SCHEDULE OF LOAN FROM THIRD PARTY
As of July 31, 2024 | As of July 31, 2023 | |||||||
| (Audited) | (Audited) | |||||||
| Shang Hai Shi Ba Enterprise Management Centre | $ | $ | ||||||
| Total loan from third party | $ | $ | ||||||
As
of July 31, 2024, loan from third party amounted to $
The loan is unsecured, interest-free and repayable in year 2024 and year 2025. It is further extended to repayment in year 2026 with a loan agreement entered on August 2, 2023.
12. LOAN FROM DIRECTOR
As of July 31, 2024 | As of July 31, 2023 | |||||||
| (Audited) | (Audited) | |||||||
| Current | $ | $ | ||||||
| Non-current | ||||||||
| Total loan from director | $ | $ | ||||||
Current portion of the loan provided by director Niu Yen-Yen is unsecured, interest-free and repayable upon demand.
As
of July 31, 2024, long-term loan provided by director Niu Yen-Yen, amounted to $
13. OTHER PAYABLES AND ACCRUED LIABILITIES
| As of | As of | |||||||
| July 31, 2024 | July 31, 2023 | |||||||
| (Audited) | (Audited) | |||||||
| Other payables | $ | $ | ||||||
| Accrued audit fees | ||||||||
| Accrued professional fees | ||||||||
| Total other payables and accrued liabilities | $ | $ | ||||||
As of July 31, 2024, other
payables include loan amounted to $
| F-17 |
VANGUARD GREEN INVESTMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 2024 AND 2023
(Currency expressed in United States Dollars (“US$”), except for number of shares)
14. AMOUNT DUE TO RELATED PARTY
As of July 31, 2024 | As of July 31, 2023 | |||||||
| (Audited) | (Audited) | |||||||
| Hsieh, Chang-Chung1 | ||||||||
| Tien Mu International Co., Ltd2 | ||||||||
| $ | $ | |||||||
| 1 | |
| 2 |
The amounts due to related party are unsecured, interest-free with no fixed repayment term and for working capital purpose.
15. INCOME TAXES
For the year ended July 31, 2024 and July 31, 2023, the local (United States) and foreign components of (loss)/profit before income taxes were comprised of the following:
SCHEDULE OF LOSS BEFORE INCOME TAX
Year ended July 31, 2024 | Year ended July 31, 2023 | |||||||
| (Audited) | (Restated) | |||||||
| Tax jurisdictions from: | ||||||||
| - Local | $ | ( | ) | $ | ( | ) | ||
| - Foreign, representing | ||||||||
| Seychelles | ( | ) | ( | ) | ||||
| Hong Kong | ( | ) | ||||||
| People’s Republic of China (“PRC”) | ||||||||
| Foreign | ( | ) | ||||||
| Loss before income tax | $ | ( | ) | $ | ( | ) | ||
The provision for income taxes from consisted of the following:
SCHEDULE OF PROVISION FOR INCOME TAXES
| Year
ended July 31, 2024 | Year
ended July 31, 2023 | |||||||
| (Audited) | (Audited) | |||||||
| Current: | ||||||||
| - Local | $ | $ | ||||||
| - Foreign | ||||||||
| Deferred: | ||||||||
| - Local | ||||||||
| - Foreign | ||||||||
| Income tax expense | $ | $ |
The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company and its subsidiary that operate in various countries: United States, Seychelles, Hong Kong, and PRC that are subject to taxes in the jurisdictions in which they operate, as follows:
United States of America
The
Company is registered in the State of Nevada and is subject to the tax laws of the United States of America. As of July 31, 2024, the
operations in the United States of America incurred $
Seychelles
Under the current laws of the Seychelles, MU Worldwide Group Limited is registered as an international business company and governed by the International Business Companies Act of Seychelles. There is no income tax charged in Seychelles.
Hong Kong
MU
Global Holding Limited is subjected to Hong Kong Profits Tax, which is charged at the statutory income tax rate of
Shanghai
MU Global Health Management (Shanghai) Limited operates
in the PRC and is subjected to the Corporate Income Tax governed by the Income Tax Law of the PRC with a unified statutory income tax
rate of
| F-18 |
VANGUARD GREEN INVESTMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 2024 AND 2023
(Currency expressed in United States Dollars (“US$”), except for number of shares)
16. CONCENTRATIONS OF RISKS
(a) Major customers
For the year ended July 31, 2024 and 2023, the customers who accounted for 10% or more of the Company’s revenues and its accounts receivable balance at year end are presented as follows:
SCHEDULE OF CONCENTRATION OF RISK
| 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| Revenues | Percentage of revenues | Accounts receivable, trade | ||||||||||||||||||||||
| (Audited) | (Audited) | (Audited) | ||||||||||||||||||||||
| Customer A | $ | $ | % | % | ||||||||||||||||||||
| Customer B | % | % | ||||||||||||||||||||||
| $ | $ | % | % | $ | $ | |||||||||||||||||||
(b) Major suppliers
For the year ended July 31, 2024 and 2023, the vendors who accounted for 10% or more of the Company’s purchase and its accounts payable balances at year end are presented as follows:
| 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| Purchases | Percentage of purchases | Accounts payable, trade | ||||||||||||||||||||||
| (Audited) | (Audited) | (Audited) | ||||||||||||||||||||||
| Vendor A | $ | $ | % | % | $ | $ | ||||||||||||||||||
| $ | $ | % | % | $ | $ | |||||||||||||||||||
(c) Major suppliers for property, plant and equipment
For the years ended July 31, 2024 and July 31, 2023, the Company did not purchase property, plant and equipment.
(d) Exchange rate risk
The operation of the Company’s subsidiaries in international markets results in exposure to movements in currency exchange rates. We have experienced foreign currency gains and losses due to the strengthening and weakening of the U.S. dollar. The potential of volatile foreign exchange rate fluctuations in the future could have a significant effect on our results of operations. The Company has not historically used financial instruments to hedge its foreign currency exchange rate risks.
The currencies that create a majority of the Company’s exchange rate exposure are RMB, HK$, and TWD. The Company translates all assets and liabilities at the rate of exchange in effect at the balance sheet date and income and expense activity at the approximate rate of exchange at the transaction date.
| F-19 |
VANGUARD GREEN INVESTMENT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 2024 AND 2023
(Currency expressed in United States Dollars (“US$”), except for number of shares)
17. RELATED PARTY TRANSACTIONS
For the year ended July 31, 2024 and 2023, the Company has following transactions with related parties:
SCHEDULE OF OUTSTANDING PAYABLE TO RELATED PARTY
Year ended July 31, 2024 | Year ended July 31, 2023 | |||||||
| (Audited) | (Audited) | |||||||
| Professional fee paid: | ||||||||
| - Related party A | $ | $ | ||||||
| Consultation fee paid: | ||||||||
| - Related party B | $ | $ | ||||||
| Consultation fee | $ | $ | ||||||
| Total | $ | $ | ||||||
Related party A is the fellow subsidiaries of a corporate shareholder of the Company. Related party B is the shareholder of the Company.
For
the year ended July 31, 2024, the Company incurred professional fees of $
18. SEGMENT 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 products and services; and procurement, manufacturing and distribution processes.
The Company had no inter-segment sales for the years presented. Summarized financial information concerning the Company’s reportable segments is shown as below:
SCHEDULE OF SEGMENT REPORTING INFORMATION
By Geography:
| For the year ended July 31, 2024 | ||||||||||||||||
| Nevada | Seychelles | Hong Kong | Total | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of revenue | ||||||||||||||||
| Other income | ||||||||||||||||
| Selling and marketing expenses | ||||||||||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss before taxation | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||
For the year ended July 31, 2023 (Restated) | ||||||||||||||||||||
| Nevada | Seychelles | Hong Kong | China | Total | ||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | |||||||||||||||
| Cost of revenue | ( | ) | ( | ) | ||||||||||||||||
| Other income | ||||||||||||||||||||
| Selling and marketing expenses | ( | ) | ( | ) | ||||||||||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Net (loss)/profit before taxation | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Total assets | $ | $ | $ | $ | $ | |||||||||||||||
19. SUBSEQUENT EVENTS
In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all subsequent events through the filing date of this Form 10-K with the SEC, to ensure that this filing includes appropriate disclosure of events both recognized in the financial statements as of July 31, 2024, and events which occurred subsequently but were not recognized in the financial statements. During the year, there was no subsequent event that required recognition or disclosure.
| F-20 |
EXHIBIT 31.1
CERTIFICATION
I, NIU YEN YEN, certify that:
1. I have reviewed this annual report on Form 10-K of Vanguard Green Investment Limited (the “Company”) for the year ended July 31, 2024;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b. | Designed such internal control over financial reporting, or caused such internal control to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. | |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: November 12, 2024 | By: | /s/ NIU YEN YEN |
| NIU YEN YEN | ||
Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, Treasurer | ||
| (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Vanguard Green Investment Limited (the “Company”) on Form 10-K for the year ended July 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
| Date: November 12, 2024 | By: | /s/ NIU YEN YEN |
| NIU YEN YEN | ||
Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, Treasurer | ||
| (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer) |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.