Vanguard Green Investment Ltd 10-K for FY2020

Vanguard Green Investment Ltd (VGES)

10-K 2020-10-30 For: 2020-07-31

Added on April 06, 2026

About this 10-K

Vanguard Green Investment Ltd filed this 10-K on October 30, 2020, covering the fiscal year ended July 31, 2020 (FY2020).

Headline figures

Fiscal year ended July 31, 2020, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $98.48K; up 153.1% from $38.91K a year earlier
Net loss: $668.91K; compared with a net loss of $946.28K a year earlier

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Class		Outstanding at October 30, 2020
Common Stock, $.0001 par value		59,434,838

		Page #
PART I

Item 1.	Business	2
Item 1A.	Risk Factors	14
Item 1B.	Unresolved Staff Comments	14
Item 2.	Properties	14
Item 3.	Legal Proceedings	14
Item 4.	Mine Safety Disclosure	14

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	15
Item 6.	Selected Financial Data	16
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 8.	Financial Statements and Supplementary Data	22
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	22
Item 9A.	Controls and Procedures	22
Item 9B.	Other Information	23

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	24
Item 11.	Executive Compensation	27
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	28
Item 13.	Certain Relationships and Related Transactions, and Director Independence	29
Item 14.	Principal Accounting Fees and Services	30

PART IV

Item 15.	Exhibits, Financial Statement Schedules	31

SIGNATURES		32

	●	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.

	●	The “Company,” “we,” “us,” or “our,” “Mu Global” are references to MU Global Holding 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.

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

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

Trademark	14311788		MU Global Health Management	China	May 14, 2015 For 10 Years

		[Class 3]

Trademark	14311839		MU Global Health Management	China	May 14, 2015 For 10 Years

		[Class 3]

Trademark	34828880		MU Global Health Management	China	July 14, 2019 For 10 Years

		[Class 32]

Trademark	35094440		MU Global Health Management	China	July 28, 2019 For 10 Years

		[Class 35]

Trademark	34814157		MU Global Health Management	China	July 21, 2019 For 10 Years

		[Class 35]

Trademark	34821472		MU Global Health Management	China	July 14, 2019 For 10 Years

		[Class 44]

Trademark	34810654		MU Global Health Management	China	July 21, 2019 For 10 Years

Category	Registration Number	Thermostatic Control Setting Plan	Ownership	Country	Effective Date and Duration

Patent	ZL 2019 2 1458259.5		MU Global Health Management	China	September 4, 2019 For 10 Years

Patent	ZL 2019 2 1462066. 7		MU Global Health Management	China	August 28, 2020 For 10 Years

Classification		Estimated useful life
Leasehold improvement		11 months to 60 months (over remaining lease term)
Leasable equipment		5 years
Computer hardware and software		3 years
Office equipment		3 years

	As of and for the year ended July 31,
	2020		2019

Year-end RMB : US$1 exchange rate		6.976		6.884
Year-average RMB : US$1 exchange rate		7.043		6.836
Year-end HK$ : US$1 exchange rate		7.750		7.828
Year-average HK$ : US$1 exchange rate		7.790		7.837
Year-end TWD : US$1 exchange rate		29.361		31.108
Year-average TWD : US$1 exchange rate		30.269		30.895

	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

	●	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.

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.

NAME	AGE	POSITION
Niu Yen-Yen	45	Chief Executive Officer, President, Secretary, Treasurer, Director
Hsieh Chang-Chung	59	Chief Financial Officer

1.	bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
2.	any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
3.	being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his/her involvement in any type of business, securities or banking activities; or
4.	being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
5.	Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
6.	Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
7.	Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:(i) Any Federal or State securities or commodities law or regulation; or(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
8.	Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

	1.	Bedrock Bathing/ Hot Stone Bath

	2.	Quartz Therapy

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, President, Secretary, Treasurer, Director		For the year ended July 31, 2020		-		-		-		-		-		-		-		-
		For the year ended July 31, 2019		-		-		-		-		-		-		-		-

Hsieh Chang- Chung, Chief Financial Officer		For the year ended July 31, 2020		97,937		-		-		-		-		-		-		97,937
		For the year ended July 31, 2019		35,000		-		-		-		-		-		-		35,000

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 (“Principal Executive Officer”), President, Secretary, Treasurer and Director		21,839,369		36.75	%		36.75	%
Server Int’l Co., Ltd¹		10,100,000		16.99	%		16.99	%
Hsieh Chang-Chung, Chief Financial Officer (“Principal Financial Officer” and “Principal Accounting Officer”)		200,000		0.34	%		0.34	%
All of executive officers and director as a group		32,139,369		54.08	%		54.08	%

5% or greater shareholders (excluding officers/directors)
Su-Fen, Chang		5,000,000		8.41	%		8.41	%
Chun-Ying, Chang		4,300,000		7.23	%		7.23	%

	Year ended July 31, 2020		Year ended July 31, 2019
	(Audited)		(Audited)
Professional fee paid:
- Related party A	$	44,052	$	200,000

Consultation fee paid:
- Related party B	$	2,893	$	23,200
- Related party C	$	47,135	$	34,800

Total	$	94,080	$	258,000

	Year ended July 31, 2020		Year ended July 31, 2019
Audit fees	$	23,900	$	15,000
Audit related fees		-		-
Tax fees		-		-
All other fees		-		-
Total	$	23,900	$	15,000

	Page

Index	F-1

Report of Independent Registered Public Accounting Firm	F-2

Financial Statements

Consolidated Balance Sheets	F-3

Consolidated Statements of Operations and Comprehensive Loss	F-4

Consolidated Statements of Changes in Stockholders’ Equity	F-5

Consolidated Statements of Cash Flows	F-6

Notes to Consolidated Financial Statements	F-7 - F-19

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*

	MU GLOBAL HOLDING LIMITED.
	(Name of Registrant)

Date: October 30, 2020	By:	/s/ NIU YEN YEN
	Title:	Chief Executive Officer,
		President, Director, Secretary and Treasurer
		(Principal Executive Officer)

Date: October 30, 2020	By:	/s/ HSIEH CHANG CHUNG
	Title:	Chief Financial Officer
		(Principal Financial Officer, Principal Accounting Officer)

	Page
Financial Statements

Report of Independent Registered Public Accounting Firm	F-2

Consolidated Balance Sheets	F-3

Consolidated Statements of Operations and Comprehensive Loss	F-4

Consolidated Statements of Changes in Stockholders’ Equity	F-5

Consolidated Statements of Cash Flows	F-6

Notes to Consolidated Financial Statements	F-7 - F-19

	As of July 31,
	2020			2019
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment	$	429,261			406,063
Leased asset – Right of use		198,514			-

		627,775			406,063

INTANGIBLE ASSET
Patent & Trademark	$	25,779			-

		653,554			-

CURRENT ASSETS
Other receivables	$	193		$	18,803
Prepayments and deposits		113,463			175,427
Amount due from related party		12,920			-
Inventories		51,798			43,946
Cash and cash equivalents		11,670			394,403

Total current assets		190,044			632,579

TOTAL ASSETS	$	843,598		$	1,038,642

LIABILITIES AND STOCKHOLDERS’ EQUITY
NON-CURRENT LIABILITIES
Leased liabilities	$	148,431		$	-

		148,431			-
CURRENT LIABILITIES
Other payables and accrued liabilities		57,643			92,855
Amounts due to related parties		85,142			44,611
Deposit from franchisees		42,624			32,202
Deposit from customers		38,148			-
Loan from Director		176,097			-
Loan from related party		48,739			-
Leased liabilities		58,796			-

Total current liabilities		507,189			169,668

TOTAL LIABILITIES	$	655,620		$	169,668

STOCKHOLDERS’ EQUITY
Preferred stock, $0.0001 par value, 200,000,000 shares authorized, None issued and outstanding	$	-		$	-
Common stock, $0.0001 par value, 600,000,000 shares authorized, 59,434,838 and 59,434,838 shares issued and outstanding as of July 31, 2020 and July 31, 2019 respectively		5,943			5,943
Additional paid-in capital		1,830,300			1,830,300
Foreign currency adjustment		(3,361	)		8,727
Accumulated deficit		(1,644,904	)		(975,996	)

Total Stockholders’ Equity		187,978			868,974

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	843,598		$	1,038,642

	For the year ended July 31, 2020			For the year ended July 31, 2019
REVENUE	$	98,478		$	38,905

COST OF REVENUE		(10,718	)		(13,191	)

GROSS PROFIT		87,760			25,714

OTHER INCOME		6,170			3,390

SELLING AND MARKETING EXPENSES		(25,668	)		(88,795	)

GENERAL AND ADMINISTRATIVE EXPENSES		(737,170	)		(886,589	)

LOSS BEFORE INCOME TAX		(668,908	)	$	(946,280	)

INCOME TAXES PROVISION		-			-

NET LOSS		(668,908	)		(946,280	)

Other comprehensive (loss)/ income:
- Foreign exchange translation (loss)/ gain		(12,088	)		8,727

TOTAL COMPREHENSIVE LOSS	$	(680,996	)	$	(937,553	)

Net loss per share - Basic and diluted		(0.00	)		(0.00	)

Weighted average number of common shares outstanding - Basic and diluted		59,434,838			58,716,526

	COMMON SHARES				ADDITIONAL PAID-IN CAPITAL		ACCUMULATED OTHER COMPREHENSIVE INCOME			ACCUMULATED DEFICIT			TOTAL EQUITY
	Number of Shares		Amount
Balance as of August 1, 2018		58,505,000	$	5,851	$	900,554	$	-		$	(29,716	)	$	876,689
Issuance of common share through conversion of convertible notes		779,125		78		779,047		-			-			779,125
Issuance of common share through Initial Public Offering		150,713		14		150,699		-			-			150,713
Net loss for the year		-		-		-		-			(946,280	)		(946,280	)
Foreign currency translation adjustment		-		-		-		8,727			-			8,727

Balance as of July 31, 2019		59,434,838	$	5,943	$	1,830,300	$	8,727		$	(975,996	)	$	868,974
Net loss for the year		-		-		-		-			(668,908	)		(668,908	)
Foreign currency translation adjustment		-		-		-		(12,088	)		-			(12,088	)

Balance as of July 31, 2020		59,434,838	$	5,943	$	1,830,300	$	(3,361	)	$	(1,644,904	)	$	187,978

	For the year ended July 31, 2020			For the year ended July 31, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(668,908	)	$	(946,280	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		192,151			72,444
Asset written-off		20,810			-
Changes in operating assets and liabilities:
Trade receivables		(193	)		-
Other receivables		18,804			(18,803	)
Prepayments and deposits		44,167			(167,473	)
Amount due from related parties		(12,920	)		-
Inventories		(7,851	)		(43,946	)
Other payables and accrued liabilities		(35,756	)		83,855
Amount due to related parties		41,076			-
Leased liabilities		(33,523	)		-
Deposit from franchisees		10,864			32,203
Deposit from customers		38,148			-

Net cash used in operating activities	$	(393,131	)	$	(988,000	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of trademark	$	(28,138	)	$	-
Purchase of property, plant and equipment		(182,325	)		(478,044	)
Net cash used in investing activities	$	(210,463	)	$	(478,044	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of share capital at par value	$	-		$	929,841
Subscription receivables		-			800,000
Loan from Director		176,097			(8,001	)
Loan from related party		48,739			23,929
Net cash from financing activities	$	224,836		$	1,745,769

Effect of exchange rate changes on cash and cash equivalents		(3,975	)		8,261

Net change in cash and cash equivalents		(382,733	)		287,986

Cash and cash equivalents, beginning of year	$	394,403		$	106,417

CASH AND CASH EQUIVALENTS, END OF YEAR	$	11,670		$	394,403
SUPPLEMENTAL CASH FLOWS INFORMATION
Income taxes paid	$	-		$	-
Interest paid	$	-		$	-

	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	Providing SPA and wellness service in Hong Kong		100	%
3.	MU Global Health Management (Shanghai) Limited	Shanghai, August 16, 2018	RMB 7,400,300	Providing SPA and wellness service in China		100	%

1.	Tripartite co-operation and profit sharing model.

2.	Large-scale chain agent model

3.	Direct- service store model

	As of and for the year ended July 31,
	2020		2019
Year-end RMB : US$1 exchange rate		6.976		6.884
Year-average RMB : US$1 exchange rate		7.043		6.836
Year-end HK$ : US$1 exchange rate		7.750		7.828
Year-average HK$ : US$1 exchange rate		7.790		7.837
Year-end TWD : US$1 exchange rate		29.361		31.108
Year-average TWD : US$1 exchange rate		30.269		30.895

	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.

	As of July 31, 2020			As of July 31, 2019
		(Audited)			(Audited)
Leasehold improvement	$	148,982			148,982
Computer hardware and software		129,301			129,301
Office equipment		100,686			8,423
Leasable equipment		223,560			132,802
Outlet design fee and equipment¹		16,763			21,123
Application development fee		37,413			37,413
Total		656,705			478,044
Accumulated depreciation²		(220,001	)		(72,444	)
Foreign currency translation adjustment		(7,443	)		463
Property, plant and equipment, net	$	429,261			406,063

Gross lease payable	$	271,328
Less: imputed interest		(21,228	)
Initial recognition as of November 1, 2019	$	250,100

Initial recognition as of November 1, 2019	$	250,100
Effect of translation exchange		(9,351	)
Accumulated amortisation		(42,235	)
Balance as of July 31, 2020	$	198,514

Year ending
July 31, 2021 (12 months)		58,796
July 31, 2022 (12 months)		63,138
July 31, 2023 (12 months)		67,719
July 31, 2024 (3 months)		17,574
Total	$	207,227