10-Q - VGES - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

10-Q

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

ForThe Quarterly Period Ended October 31, 2021

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For

the transition period from _______________ to _______________

Commission

File Number 333-228847

MU

GLOBAL HOLDING LIMITED

(Exact name of registrant issuer as specified in its charter)

Nevada	30-1089215
(State<br> or other jurisdiction of<br><br> <br>incorporation<br> or organization)	(I.R.S.<br> Employer<br><br> <br>Identification<br> No.)

2F,No. 83, Minshan St., Neihu Dist.,

Taipei City 114063, Taiwan (R.O.C)

(Address of principal executive offices, including zip code)

Registrant’s

phone number, including area code +886905153139

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES

☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files).

YES

☐ NO ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☐ Accelerated Filer ☐ Non-accelerated Filer ☐ Smaller reporting company ☒ Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common<br> Stock	MUGH	The<br> OTC Market – Pink Sheets

APPLICABLE

ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS

DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has fled 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.

Yes ☐ No ☒

APPLICABLE

ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at October 31, 2021
Common<br> Stock, $.0001 par value	59,434,838

TABLE

OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION
ITEM<br> 1.	UNAUDITED<br> CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:	F-1
	Condensed<br> Consolidated Balance Sheets as of October 31, 2021 (unaudited) and July 31, 2021 (audited)	F-2
	Condensed<br> Consolidated Statements of Operations and Comprehensive Losses for the Three Months Ended October 31, 2021 (unaudited) and October<br> 31, 2020 (unaudited)	F-3
	Condensed<br> Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended October 31, 2021 (unaudited) and 2020<br> (unaudited)	F-4
	Condensed<br> Consolidated Statements of Cash Flows for the Three Months Ended October 31, 2021 (unaudited) and October 31, 2020 (unaudited)	F-5
	Notes<br> to the Condensed Consolidated Financial Statements	F-6<br> - F-18
ITEM<br> 2.	MANAGEMENT’S<br> DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3-5
ITEM<br> 3.	QUANTITATIVE<br> AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	6
ITEM<br> 4.	CONTROLS<br> AND PROCEDURES	6
PART II	OTHER INFORMATION
ITEM<br> 1	LEGAL<br> PROCEEDINGS	7
ITEM<br> 2	UNREGISTERED<br> SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	7
ITEM<br> 3	DEFAULTS<br> UPON SENIOR SECURITIES	7
ITEM<br> 4	MINE<br> SAFETY DISCLOSURES	7
ITEM<br> 5	OTHER<br> INFORMATION	7
ITEM<br> 6	EXHIBITS	8
	SIGNATURES	9

| 2 |

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PART

I FINANCIAL INFORMATION

ITEM

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:

MU

GLOBAL HOLDING LIMITED

CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

	Page
Condensed Consolidated Financial Statements
Condensed<br> Consolidated Balance Sheets as of October 31, 2021 (unaudited) and July 31, 2021 (audited)	F-2
Condensed<br> Consolidated Statements of Operations and Comprehensive Losses for the Three Months Ended October 31, 2021 (unaudited) and October<br> 31, 2020 (unaudited)	F-3
Condensed<br> Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended October 31, 2021 (unaudited) and 2020<br> (unaudited)	F-4
Condensed<br> Consolidated Statements of Cash Flows for the Three Months Ended October 31, 2021(unaudited) and October 31, 2020 (unaudited)	F-5
Notes<br> to the Condensed Consolidated Financial Statements	F-6-F-18

| F-1 |

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MU

GLOBAL HOLDING LIMITED

CONDENSED

CONSOLIDATED BALANCE SHEETS

AS

OF OCTOBER 31, 2021 AND JULY 31, 2021

(Currencyexpressed in United States Dollars (“US$”), except for number of shares)

			As of
			July 31, 2021
			Audited
ASSETS
NON-CURRENT ASSETS
Property, plant<br> and equipment	173,496		$	219,669
Leased asset – Right<br> of use	10,532			12,966
Patent<br> and trademark	26,197			24,116
total	210,225		$	256,751
CURRENT ASSETS
Prepayments and deposits	100,222		$	101,688
Amount due from related<br> party	31,498			10,425
Inventories	38,575			38,374
Cash and cash equivalents	5,478			20,231
Total<br> Current Assets	175,773		$	170,718
TOTAL<br> ASSETS	385,998		$	427,469
LIABILITIES<br> AND STOCKHOLDERS’ EQUITY
NON-CURRENT LIABILITIES
Lease liabilities	-		$	2,647
Loan from related party	52,652			52,620
Loan from third party	86,763			85,895
Loan<br> from Director	137,571			136,193
Total<br> Non-Current Liabilities	276,986		$	277,355
CURRENT LIABILITIES
Other payables and accrued<br> liabilities	22,672		$	22,092
Amounts due to related<br> parties	103,380			95,453
Deposit from franchisees	31,135			33,701
Deposit from customers	41,428			41,013
Loan from Director	141,943			138,443
Leased<br> liabilities	10,532			10,319
Total<br> Current Liabilities	351,090		$	341,021
TOTAL<br> LIABILITIES	628,076		$	618,376
STOCKHOLDERS’ EQUITY
Preferred stock, 0.0001<br> par value; 200,000,000 shares authorized; None issued and outstanding	-		$	-
Common Shares, par value 0.0001; 600,000,000<br> shares authorized, 59,434,838 shares issued and outstanding as of October 31, 2021 and July 31, 2021	5,943			5,943
Additional paid in capital	1,830,300			1,830,300
Foreign currency adjustment	2,817			4,698
Accumulated<br> deficit	(2,081,138	)		(2,031,848	)
TOTAL<br> STOCKHOLDERS’ EQUITY	(242,078	)	$	(190,907	)
TOTAL<br> LIABILITIES AND STOCKHOLDERS’ EQUITY	385,998		$	427,469

All values are in US Dollars.

See

accompanying notes to condensed consolidated financial statements.

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MU

GLOBAL HOLDING LIMITED

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSSES

FOR

THE THREE MONTHS ENDED OCTOBER 31, 2021 and 2020

(Currencyexpressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

	Three<br> months ended October 31,
	2021			2020
REVENUE	$	593		$	21,695
COST OF REVENUE		(187	)		(1,711	)
GROSS PROFIT		406			19,984
OTHER INCOME		21,546			4,666
SELLING, GENERAL AND<br> ADMINISTRATIVE AND OPERATING EXPENSES		(71,242	)		(121,251	)
LOSS BEFORE INCOME TAX		(49,290	)		(96,601	)
TAX PROVISION		-			-
NET LOSS	$	(49,290	)	$	(96,601	)
Other comprehensive (loss)/income:
-<br> Foreign currency translation adjustment		(1,881	)		2,877
TOTAL COMPREHENSIVE<br> LOSS	$	(51,171	)	$	(93,724	)
Net income/(loss) per share- Basic and diluted		(0.00	)		(0.00	)
Weighted average number<br> of common shares outstanding – Basic and diluted		59,434,838			59,434,838

See

accompanying notes to condensed consolidated financial statements.

| F-3 |

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MU

GLOBAL HOLDING LIMITED.

CONDENSED

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR

THREE MONTHS ENDED OCTOBER 31, 2021 AND 2020

(Currencyexpressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

Three months ended 31 October 2021
	COMMON SHARES				ADDITIONAL		Accumulate<br> <br>Others
****	Number of Shares		Amount		Paid-In Capital		Comprehensive Loss		****	Accumulated<br> <br>Deficit		****	Total Equity		****
Balance as of August 1, 2021		59,434,838	$	5,943	$	1,830,300	$	4,698		$	(2,031,848	)	$	(190,907	)
Net loss for the period		-		-		-		-			(49,290	)		(49,290	)
Foreign<br> currency translation adjustment		-		-		-		(1,881	)		-			(1,881	)
Balance as of October<br> 31, 2021		59,434,838	$	5,943	$	1,830,300	$	2,817		$	(2,081,138	)	$	(242,078	)
Three<br> months ended October 31, 2020
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Common<br> Stock				Additional		Accumulated<br><br> Other						Total
	Number<br> of<br><br> shares		Amount		Paid-in<br><br> Capital		Comprehensive<br> <br>Loss			Accumulated<br> <br>Deficit			Stockholders’<br><br> Equity
Balance as of August 1, 2020		59,434,838	$	5,943	$	1,830,300	$	(3,361	)	$	(1,644,904	)	$	187,978
Net loss		-		-		-		-			(96,601	)		(96,601	)
Foreign currency translation		-		-		-		2,877			-			2,877
Balance as of October 31, 2020 (Unaudited)		59,434,838	$	5,943	$	1,830,300	$	(484	)	$	(1,741,505	)	$	94,254

See

accompanying notes to condensed consolidated financial statements.

| F-4 |

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MU

GLOBAL HOLDING LIMITED

CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR

THE THREE MONTHS ENDED OCTOBER 31, 2021 AND 2020

(Currencyexpressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

	Three<br> months ended October 31
	2021			2020
CASH<br> FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(49,290	)	$	(96,601	)
Adjustments to reconcile<br> net loss to net cash used in operating activities:
Depreciation		37,431			40,671
Amortization		3,328			15,925
Gain on disposal		(19,714	)		(2,463	)
Changes in operating assets<br> and liabilities:
Accounts receivables		-			(196	)
Other receivables		-			(2,017	)
Prepayments and deposits		1,904			1,738
Other payables and accrued<br> liabilities		(52,726	)		42,389
Amount due to related party		60,776			-
Inventories		187			(484	)
Deposit from customer		-			(1,104	)
Lease liabilities		(2,566	)		(18,611	)
Amount due from related<br> party		(21,073	)		(2,040	)
Deposit<br> from franchisee		(2,856	)		519
Net<br> cash used in operating activities	$	(44,599	)	$	(22,274	)
CASH<br> FLOWS FROM INVESTING ACTIVITIES
Purchase of patent		(2,841	)		-
Proceed<br> on disposal		30,000			4,760
Net<br> cash generate from / (used) in investing activities	$	27,159		$	4,760
CASH<br> FLOWS FROM FINANCING ACTIVITIES
Loan from director	$	3,500		$	14,992
Loan<br> from third party		(500	)		2,065
Net cash<br> provided by financing activities	$	3,000		$	17,057
Effect of exchange rate<br> changes on cash and cash equivalents		(313	)		(288	)
Net change in cash and cash<br> equivalents		(14,753	)		(745	)
Cash<br> and cash equivalents, beginning of period		20,231			11,670
CASH<br> AND CASH EQUIVALENTS, END OF PERIOD	$	5,478		$	10,925
SUPPLEMENTAL<br> CASH FLOWS INFORMATION
Income<br> taxes paid	$	-		$	-
Interest<br> paid	$	-		$	-

See

accompanying notes to condensed consolidated financial statements.

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MU

GLOBAL HOLDING LIMITED

NOTES

TO CONDENSED FINANCIAL STATEMENTS

FOR

THE THREE MONTHS ENDED OCTOBER 31, 2021

(Currencyexpressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

1.

DESCRIPTION OF BUSINESS AND ORGANIZATION

MU Global Holding Limited is organized as a Nevada limited liability company, incorporated on June 4, 2018. For purposes of consolidated financial statement presentation, MU Global Holding 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 100% interest in MU Worldwide Group Limited, a private limited liability company incorporated in Seychelles and its subsidiary MU Global Holding Limited, a private limited liability company incorporated in Hong Kong. On August 16, 2018, MU Global Holding Limited incorporated a wholly owned subsidiary in Shanghai, People Republic of China under the name of MU Global Health Management (Shanghai) Limited.

Details of the Company’s subsidiary:

SCHEDULE OF COMPANY'S SUBSIDIARY

	Company<br> name	Place<br> and date of<br><br> incorporation	Particulars<br> of issued capital	Principal<br> activities
1.	MU<br> Worldwide Group Limited	Seychelles,<br> June 7, 2018	100 share of ordinary share of US$1 each	Investment<br> holding
2.	MU<br> Global Holding Limited	Hong<br> Kong, January 30, 2018	1<br> ordinary share of HKD$1	Providing<br> SPA and Wellness service<br> in Hong Kong
3.	MU<br> Global Health Management	Shanghai,<br> August 16, 2018	RMB<br> 7,400,300	Providing<br> SPA and Wellness service in China

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MU

GLOBAL HOLDING LIMITED

NOTES

TO CONDENSED FINANCIAL STATEMENTS

FOR

THE THREE MONTHS ENDED OCTOBER 31, 2021

(Currencyexpressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying unaudited condensed consolidated financial statements as of and for the three months ended October 31, 2021, and 2020, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) that permit reduced disclosure for interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the period ended October 31, 2021, are not necessarily indicative of the results that may be expected for the year ending July 31, 2022 The Condensed Consolidated Balance Sheet information as of October 31, 2021, was derived from the Company’s audited Consolidated Financial Statements as of and for the year ended July 31, 2021, included in the Company’s Annual Report on Form 10-K filed with the SEC on November 15, 2021. These financial statements should be read in conjunction with that report.

Basis of consolidation

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All inter-company accounts and transactions have been eliminated upon consolidation.

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

The Company follows the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.

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<br> equipment	5<br> years
Computer<br> hardware and software	3<br> years
Office<br> equipment	3<br> years

Expenditures for maintenance and repairs are expensed as incurred. The gain or loss on the disposal of plant and equipment is the difference between the net sales proceeds and the carrying amount of the relevant assets and is recognized in the statement of operations.

| F-7 |

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MU

GLOBAL HOLDING LIMITED

NOTES

TO CONDENSED FINANCIAL STATEMENTS

FOR

THE THREE MONTHS ENDED OCTOBER 31, 2021

(Currencyexpressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

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 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 period ended October 31, 2021, the Company has generated revenue of $593 and continuously incurred a net loss of $49,290. As of October 31, 2021, the Company suffered an accumulated deficit of $2,081,138. The Company’s ability to continue as a going concern is dependent upon improving the profitability and the continuing financial support from its stockholders. Management believes the existing shareholders 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.

| F-8 |

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MU

GLOBAL HOLDING LIMITED

NOTES

TO CONDENSED FINANCIAL STATEMENTS

FOR

THE THREE MONTHS ENDED OCTOBER 31, 2021

(Currencyexpressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

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 (Seychelle) 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 and HK$ into US$1 has been made at the following exchange rates for the respective periods:

SCHEDULE OF FOREIGN EXCHANGE RATES TRANSLATION


		2020
Period-end RMB : US1 exchange<br> rate	6.40		6.69
Period-average RMB : US1 exchange rate	6.45		6.83
Period-end HKD : US1 exchange rate	7.78		7.75
Period-average HKD : US1 exchange rate	7.78		7.75

All values are in US Dollars.

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-9 |

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MU

GLOBAL HOLDING LIMITED

NOTES

TO CONDENSED FINANCIAL STATEMENTS

FOR

THE THREE MONTHS ENDED OCTOBER 31, 2021

(Currencyexpressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

Fair value of financial instruments:

The carrying value of the Company’s financial instruments: cash and cash equivalents, account receivables, amount due to a director, and accounts payable and 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.

Recent accounting pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

| F-10 |

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MU

GLOBAL HOLDING LIMITED

NOTES

TO CONDENSED FINANCIAL STATEMENTS

FOR

THE THREE MONTHS ENDED OCTOBER 31, 2021

(Currencyexpressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

3.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment as of October 31, 2021 are summarized below:

SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT

	As of<br> <br>October 31, 2021			As of<br> <br>July 31, 2021
	(Unaudited)			(Audited)
Computer hardware and software	$	129,301		$	129,301
Outlet equipment		120,651			120,651
Leasable equipment 1		199,698			216,924
Outlet Design Fee and Equipment		16,763			16,763
App Development Fee		37,413			37,413
Total		503,826			521,052
Accumulated depreciation 2	$	(337,688	)	$	(307,197	)
Foreign currency translation<br> adjustment		7,358			5,814
Property,<br> plant and equipment, net	$	173,496		$	219,669
1	For the period ended October 31, 2021, $17,226 of leasable equipment was disposed.
---	---
2	For the period ended October 31, 2021 and October 31, 2020, depreciation expense was $37,431 and $40,671 respectively.
---	---

DISPOSAL

OF PROPERTY, PLANT AND EQUIPMENT

SCHEDULE OF DISPOSAL OF PROPERTY, PLANT AND EQUIPMENT

	As of<br> <br>October 31, 2021			As of<br> <br>July 31, 2021
	(Unaudited)			(Audited)
Proceed from disposal of property,<br> plant and equipment	$	30,000		$	28,065
Disposal of equipment at cost		(17,226	)		(16,141	)
Accumulated depreciation		6,940			4,771
Total gain on disposal	$	19,714		$	16,695

4.

LEASE

The Company officially adopted ASC 842 for the period on and after November 1, 2019 as permitted by ASU 2016-02. ASC 842 originally required all entities to use a “modified retrospective” transition approach that is intended to maximize comparability and be less complex than a full retrospective approach. On July 30, 2018, the FASB issued ASU 2018-11 to provide entities with relief from the costs of implementing certain aspects of the new leasing standard, ASU 2016-02 of which permits entities may elect not to recast the comparative periods presented when transitioning to ASC 842. As permitted by ASU 2018-11, the Company elect not to recast comparative periods, thusly.

As

of October 31, 2020, the Company had terminated the leased asset which has been recognize on November 1, 2019. Thereafter as of November 1, 2020, the Company recognized approximately US$19,724, lease liability as well as right-of-use asset for all leases (with the exception of short-term leases) at the commencement date. Lease liabilities are measured at present value of the sum of remaining rental payments as of November 1, 2020, with discounted rate of 4.15% adopted from People’s Bank of China as a reference for discount rate.

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.

| F-11 |

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MU

                                        GLOBAL HOLDING LIMITED

NOTES

TO CONDENSED FINANCIAL STATEMENTS

FOR

THE THREE MONTHS ENDED OCTOBER 31, 2021

(Currencyexpressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

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	$	21,370
Less: imputed interest		(826	)
Initial recognition<br> as of November 1, 2020	$	20,544

As of October 31, 2021, the operating lease right of use asset as follow:

SCHEDULE OF OPERATING LEASE RIGHT OF USE ASSET

Initial<br> recognition as of November 1, 2019	$	250,100
Add:<br> New Lease addition		20,544
Less:<br> Termination of lease		(250,100	)
Balance		20,544
Effect<br> of translation exchange		(138	)
Accumulated<br> amortization		(9,874	)
Balance<br> as of October 31, 2021	$	10,532

As of October 31, 2021, the operating lease liability as follow:

SCHEDULE OF OPERATING LEASE LIABILITY

Initial recognition as of November<br> 1, 2019	$	250,100
Add: New operating<br> lease liability		20,544
Less: Termination of lease		(250,100	)
Effect of translation exchange		4
Less: gross repayment		(10,639	)
Add: imputed interest		623
Balance as of October 31, 2021		10,532
Less: lease liability,<br> current		(10,532	)
Lease liability,<br> non-current	$	-

For

the period ended October 31, 2021, the amortization of the operating lease right of use asset was $2,543 while for the period ended October 31, 2020, the amortization of the operating lease right of use asset was $56,596.

Maturities of operating lease obligation as follow:

SCHEDULE OF MATURITIES OF OPERATING LEASE OBLIGATION

Year ending
July 31, 2022 (9 months)	$	7,858
Oct 31, 2022 (3 months)		2,674
Total	$	10,532

Other information:

SCHEDULE OF OTHER INFORMATION

	Three<br> months<br><br> <br>ended			Three months<br> <br>ended
	October<br> 31, 2021			October<br> 31, 2020
	(Unaudited)			(Unaudited)
Cash paid for amounts included in the measurement<br> of lease liabilities:
Operating cash flow from operating<br> lease	$	2,566		$	18,611
Right-of-use assets obtained in exchange for<br> operating lease liabilities	$	10,532		$	192,007
Remaining lease term for operating lease (years)		1			3
Weighted average discount<br> rate for operating lease		4.15	%		4.15	%

Lease

expenses were $2,660 and $16,945 during the period ended October 31, 2021 and October 31, 2020 respectively.

| F-12 |

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MU

GLOBAL HOLDING LIMITED

NOTES

TO CONDENSED FINANCIAL STATEMENTS

FOR

THE THREE MONTHS ENDED OCTOBER 31, 2021

(Currencyexpressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

5.

PATENT AND TRADEMARK

SCHEDULE

OF PATENT AND TRADEMARK

	As of			As of
	October<br> 31, 2021			July<br> 31, 2021
	(Unaudited)			(Audited)
Patent<br> and Trademark 1	$	32,404		$	29,563
Accumulated amortization		(6,210	)		(5,425	)
Foreign currency translation<br> adjustment		3			(22	)
Patent<br> and Trademark, net	$	26,197		$	24,116
1	The patents and trademarks are held under the Company’s subsidiaries in Hong Kong and Shanghai, China. Amortization were<br>$785 and $639 for the period ended October 31, 2021 and October 31, 2020 respectively.
---	---

6.

PREPAYMENTS AND DEPOSITS

Prepayments and deposits consisted of the following at October 31, 2021 and July 31, 2021:

SCHEDULE OF PREPAYMENTS AND DEPOSITS

	As of<br> <br>October 31, 2021		As of<br> <br>July 31, 2021
	(Unaudited)		(Audited)
Deposits	$	59,984	$	60,187
Prepaid expenses		40,238		41,501
Total prepaid expenses<br> and deposits	$	100,222	$	101,688

7.

DUE FROM RELATED PARTY

SCHEDULE OF DUE FROM RELATED PARTY

	As of<br> <br>October 31, 2021		As of<br> <br>July 31, 2021
	(Unaudited)		(Audited)
Tien<br> Mu International Co., Ltd^1^	$	31,498	$	10,425
Total	$	31,498	$	10,425
1	Tien Mu International Co., Ltd is owned by Yen-Yen Niu, the director and chief executive officer of the Company. Tien Mu is the<br>operating agent of the Company in Taiwan’s operation and collects the deposit from franchisee on behalf of the company.
---	---

| F-13 |

| --- |

MU

GLOBAL HOLDING LIMITED

NOTES

TO CONDENSED FINANCIAL STATEMENTS

FOR

THE THREE MONTHS ENDED OCTOBER 31, 2021

(Currencyexpressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

8.

INVENTORIES

SCHEDULE OF INVENTORIES

	As of		As of
	October 31, 2021		July 31, 2021
	(Unaudited)		(Audited)
Finished<br> goods, at cost	$	38,575	$	38,374
Total inventories	$	38,575	$	38,374

9.

OTHER PAYABLES AND ACCRUED LIABILITIES

Other payables and accrued liabilities consisted of the following at October 31, 2021 and July 31, 2021:

SCHEDULE OF OTHER PAYABLES AND ACCRUED LIABILITIES

	As of October 31, 2021<br> <br>(Unaudited)		As of July 31, 2021<br> <br>(Audited)
Other payable and accrued liabilities	$	4,472	$	2,942
Accrued audit fees		10,550		14,000
Accrued professional fees		7,650		5,150
Total payables and accrued<br> liabilities	$	22,672	$	22,092

| F-14 |

| --- |

MU

GLOBAL HOLDING LIMITED

NOTES

TO CONDENSED FINANCIAL STATEMENTS

FOR

THE THREE MONTHS ENDED OCTOBER 31, 2021

(Currencyexpressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

10.

DUE TO RELATED PARTIES

SCHEDULE OF DUE TO RELATED PARTIES

	As of October 31, 2021		As of July 31, 2021
	(Unaudited)		(Audited)
Wu, Chun-Teh^1^	$	42,604	$	42,177
Hsieh,<br> Chang-Chung^2^		60,776		52,676
	$	103,380	$	94,853

As

of October 31, 2021, the balance $103,380 represented an outstanding payable to 2 related parties.

1	Wu,<br>Chun-Teh is a shareholder and staff of the Company, at the same time providing consultation services<br>to the Company. He had paid Company operation expenses such as renovation cost, rental and staff salaries on behalf of Company.
2	Hsieh,<br>Chang-Chung is Chief Financial Officer (“Principal Financial Officer”, “Principal Accounting Officer”) of the<br>Company, and the amount represents the salary expenses accrued.
---	---

The amounts due to related parties are unsecured, interest-free with no fixed repayment term, for working capital purpose.

11.

LOAN FROM RELATED PARTY

SCHEDULE OF LOAN FROM RELATED PARTY

	As of<br> <br>October 31, 2021		As of<br> <br>July 31, 2020
	(Unaudited)		(Audited)
Hong<br> Ting Network Technology (Xiamen) Limited^1^	$	52,620	$	48,739
Total<br> loan from related party	$	52,620	$	48,739

1	Hong Ting Network Technology (Xiamen) Limited is wholly-owned by Ms. Niu Yen-Yen, who is also the Director and Chief Executive<br>Officer of the Company. The loan is unsecured, interest-free and repayable in May 31,2020 and further extended to May 31, 2023 with a<br>loan agreement entered on September 2, 2021.

12.

LOAN FROM THIRD PARTY

SCHEDULE OF LOAN FROM THIRD PARTY

	As of<br> <br>October 31, 2021		As of<br> <br>July 31, 2020
	(Unaudited)		(Audited)
Shang<br> Hai Shi Ba Enterprise Management Centre	$	85,895	$	-
Total<br> loan from third party	$	85,895	$	-

The loan is unsecured, interest-free and repayable on July 22, 2023.

13.

LOAN FROM DIRECTOR

SCHEDULE OF LOAN FROM DIRECTOR

	As of<br> <br>October 31, 2021		As of<br> <br>July 31, 2020
	(Unaudited)		(Audited)
Current	$	141,943	$	138,443
Non-current		137,571		136,193
Total<br> loan from Director	$	279,514	$	274,636

The short-term loan provided by director is unsecured, interest-free with repayable in one to two years, for working capital purpose.

The long-term loan provided by director is unsecured, interest-free and repayable on year 2023 and year 2024.

14.

INCOME TAXES

For the three months ended October 31, 2021, the local (United States) and foreign components of income/(loss) before income taxes were comprised of the following:

SCHEDULE OF LOSS BEFORE INCOME TAX

	Three<br> months ended October 31
	2021			2020
Tax jurisdictions from:
Local	$	(10,075	)	$	(6,015	)
Foreign, representing
- Seychelles		-			-
- Hong Kong		8,323			(17,803	)
-<br> Shanghai		(47,538	)		(72,783	)
Loss before income<br> tax	$	(49,290	)	$	(96,601	)

| F-15 |

| --- |

MU

                                        GLOBAL HOLDING LIMITED

NOTES

TO CONDENSED FINANCIAL STATEMENTS

FOR

THE THREE MONTHS ENDED OCTOBER 31, 2021

(Currencyexpressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

The provision for income taxes consisted of the following:

SCHEDULE OF PROVISION FOR INCOME TAXES

	For the period ended<br> <br>October 31, 2021		For the period ended<br> <br>October 31, 2020
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 has subsidiaries that operate in various countries: United States Seychelles, Hong Kong and Shanghai, PRC that are subject to taxes in the jurisdictions in which they operate, as follows:

UnitedStates 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 October 31, 2021, the operations in the United States of America incurred 10,075 of cumulative net operating losses which can be carried forward indefinitely to offset a maximum of 80% future taxable income. The Company has provided for a full valuation allowance of $8,060 against the deferred tax assets on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

Seychelles

Under the current laws of the Seychelles, MU Worldwide Group Limited is registered as an international business company which governs by the International Business Companies Act of Seychelles and there is no income tax charged in Seychelles.

HongKong

MU

Global Holding Limited is subject to Hong Kong Profits Tax, which is charged at the statutory income tax rate of 16.5% on its assessable income.

Shanghai

MU Global Health Management (Shanghai) Limited are operating in the People’s Republic of China (PRC) subject to the Corporate Income Tax governed by the Income Tax Law of the PRC with a unified statutory income tax rate of 25%.

| F-16 |

| --- |

MU

GLOBAL HOLDING LIMITED

NOTES

TO CONDENSED FINANCIAL STATEMENTS

FOR

THE THREE MONTHS ENDED OCTOBER 31, 2021

(Currencyexpressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

15.

COMMON STOCK

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 totalled $10, went to the Company to be used as initial working capital.

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 totalled $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 totalled $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 totalled $500, went to the Company to be used as initial working capital.

From

July 9, 2018 to July 10, 2018 the Company issued a total of 2,150,000 shares of restricted common stock to three non-US residents. Shares were sold at par value, $0.0001 per share. Total proceeds from these shares totalled $215 and went to the Company to be used as initial working capital.

On

July 11, 2018 the Company issued a total of 710,000 shares of restricted common stock to two non-US residents at a price of $0.03 per share. Total proceeds from these sales of shares totalled $21,300 and went to the Company to be used as initial working capital.

On

July 25, 2018 the Company issued a total of 995,000 shares of restricted common stock to ten non-US residents at a price of $0.03 per share. Total proceeds from these sales of shares totalled $29,850 and went to the Company to be used as initial working capital.

On

July 26, 2018 the Company issued 250,000 shares of restricted common stock to one non-US resident at a price of $0.20 per share. Total proceeds from these sales of shares totalled $50,000 and went to the Company to be used as initial working capital.

On

July 31, 2018 Dezign Format Pte Ltd and Cheng Young-Chien each subscribed 2,000,000 restricted shares of common stock of the Company, at $0.20 per share, for total consideration of $800,000. Proceeds went to the Company to be used as initial working capital.

On

July 10, 2018, Server Int’l Co., Ltd, a Company solely controlled and owned by the CEO has transferred 1,500,000 shares of common stock to 8 non-US residents.

From

August 1, 2018 to December 13, 2018, Ms. Niu Yen-Yen, the CEO of the Company has transferred 1,557,800 shares of common stock to 16 non-US residents.

On

May 7, 2019, the convertible promissory note issued by the Company amounted $779,125 to 45 accredited investors who reside in Taiwan with the conversion price of $1 per share have been converted to 779,125 common stock of the company after the S-1 registration statement was declared effective on May 6, 2019.

From

May 14, 2019 to July 31, 2019, the company issued 150,317 shares of common stock at a price of $1.00 per share through the Initial Public Offering (IPO) to 36 non-US residents.

As

of October 31, 2021, MU Global Holding Limited has an issued and outstanding common share of 59,434,838.

16.

CONCENTRATIONS OF RISK

Exchange rate risk

The Company cannot guarantee that the current exchange rate will remain stable, therefore there is a possibility that the Company could post the same amount of income for two comparable periods and because of the fluctuating exchange rate actually post higher or lower income depending on exchange rate of RMB converted into US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.

| F-17 |

| --- |

MU

GLOBAL HOLDING LIMITED

NOTES

TO CONDENSED FINANCIAL STATEMENTS

FOR

THE THREE MONTHS ENDED OCTOBER 31, 2021

(Currencyexpressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

17.

COMMITMENTS AND CONTINGENCIES

On November 1, 2020, the company entered into a contract rental agreement to rent the office in Shanghai for a period of 2 years commencing November 1, 2020

As of October 31, 2021, the Company has the aggregate minimal rent payments due in the next year as follows:

SCHEDULE OF AGGREGATE MINIMAL RENT PAYMENTS

Year ending<br> July, 31
2022	$	10,532
Total	$	10,532

18.

RELATED PARTY TRANSACTIONS

For the period ended October 31, 2020 the Company has following transactions with related parties:

SCHEDULE OF OUTSTANDING PAYABLE TO RELATED PARTY

	For the period ended<br> <br>October 31, 2021		For the year ended<br> <br>July 31, 2021
	(Unaudited)		(Audited)
Professional fee:
- Related<br> party A	$	2,500	$	26,460
Consultation fee:
- Related party B	$	8,100	$	21,800
-<br> Related party C	$	-	$	10,500
Total	$	10,600	$	58,760

Related party A is the fellow subsidiaries of a corporate shareholder of the Company.

Related party B and C are the employees of the Company and have provided consultancy service for business operation.

For the period ended October 31, 2021, the

Company incurred professional fees of $2,500 due to related party A and consultation fees of $8,100 due to related party B.

19.

SIGNIFICANT EVENTS

During the fiscal year, the Coronavirus (COVID-19) outbreak has caused severe global social and economic disruptions and uncertainties, including markets where the Company operates. The consequences brought about by Covid-19 continue to evolve and whilst the Company actively monitoring and managing its operations to respond to these changes, the Company does not consider it practicable to provide any quantitative estimate on the potential impact it may have on the Company.

20.

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 October 31, 2021, 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-18 |

| --- |

ITEM

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Theinformation contained in this Form 10-Q is intended to update the information contained in our Annual Report on Form 10-K for the yearended July 31, 2021 filed with the Securities and Exchange Commission on November 15, 2021 (the “Form 10-K”) and presumesthat readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Resultsof Operations” and other information contained in such Form 10-K/A. The following discussion and analysis also should be read togetherwith our financial statements and the notes to the financial statements included elsewhere in this Form 10-Q.

Certainstatements in this Report constitute forward-looking statements. These forward-looking statements include statements, which involve risksand 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. Theyare 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 thesewords or other variations on these words or comparable terminology. In light of these risks and uncertainties, there can be no assurancethat the forward-looking statements contained in this filing will in fact occur. You should not place undue reliance on these forward-lookingstatements.

Theforward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securitieslaws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on whichthe statements are made or to reflect the occurrence of unanticipated events.

CompanyOverview

MU Global Holding 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.

At present, we have a physical office in Shanghai with address of Room 205, #2 Building, Alley 1343 Tongpu Rd, Putuo District, Shanghai City, 200234, People Republic of China. In the future, we do not have definitive plans for which markets intend to expand to, but we base our operations in Shanghai, as we prepare for future unidentified expansion efforts.

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.

| 3 |

| --- |

Resultsof Operation

Forthe three months ended October 31, 2021 and 2020

Revenues

For the three months ended October 31, 2021 and 2020, the Company has generated revenue of $593 and $21,695 respectively. The revenue represented income from wellness and beauty services provided to customers and sales of products via Shanghai outlets and sharing of revenue from leasable equipment with business alliance and franchisee.

Costof Revenue and Gross Margin

For the three months ended October 31, 2021 and 2020, cost incurred arise in providing wellness and beauty services and selling of essential oil is $187 and $1,711 respectively, and generate a gross profit the for the three months ended October 31, 2021 and 2020 of $406 and $19,984.

Sellingand marketing expenses

For the three months ended October 31, 2021 and 2020, we had incurred marketing expenses in the amount of $144 and $44 respectively. The expense comprised of travelling expenses.

Generaland administrative expenses

For the three months ended October 31, 2021 and 2020, we had incurred general and administrative expenses in the amount of $71,098 and $121,207 respectively. These expenses are comprised of salary, allowance, professional fees, consultancy fee for IT and system management, office and outlet operation expenses and depreciation.

OtherIncome

The Company recorded an amount of $21,546 and $4,666 as other income for the three months ended October 31, 2021 and 2020. This income is derived from the interest income, foreign exchange gain and gain on disposal.

NetLoss

Our net loss for three months ended October 31, 2021 and 2020 were $49,290 and $96,601. The net loss mainly derived from the general and administrative expenses incurred. The decrease in net loss of $47,311 as a result of higher other income recorded on disposal of assets during the period ended October 31, 2021

| 4 |

| --- |

Liquidityand Capital Resources

As of October 31, 2021 and 2020, we had cash and cash equivalents of $5,478 and $10,925 respectively. We expect increased levels of operations going forward will result in more significant cash flow and in turn working.

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 period ended October 31, 2021, the Company had met these requirements primarily from the financial support from director and related company.

CashUsed in Operating Activities

For the three months ended October 31, 2021, net cash used in operating activities was $44,599 as compared to net cash used in operating activities of $22,274 for the three months ended October 31, 2020. The increase in cash used in operating activities was mainly for payment of general and administrative expenses.

CashProvided in Financing Activities

For the three months ended October 31, 2021 and 2020, net cash provided by financing activities was $3,000 and $17,057 respectively. The financing cash flow performance primarily reflects the provision of long-term loan by director.

CashProvided in Investing Activities

For the three months ended October 31, 2021 and 2020, the net cash generate in investing activities was $27,159 and net cash used in was $4,760. The investing cash flow performance primarily reflects the purchase of property, plant and equipment.

CreditFacilities

We do not have any credit facilities or other access to bank credit.

Off-balanceSheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of October 31, 2021.

RecentAccounting 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.

| 5 |

| --- |

ITEM

3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

ITEM

4 CONTROLS AND PROCEDURES

Evaluationof Disclosure Controls and Procedures:

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of October 31, 2021. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of April 30, 2019, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of October 31, 2020, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

Changesin Internal Control over Financial Reporting:

There were no changes in our internal control over financial reporting during the quarter ended October 31, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

| 6 |

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PART

II — OTHER INFORMATION

Item1. Legal Proceedings

We know of no materials, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest adverse to us.

Item1A. 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.

Item2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item3. Defaults Upon Senior Securities

None

Item4. Mine Safety Disclosures

Not applicable.

Item5. Other Information.

None

| 7 |

| --- |

ITEM6. Exhibits

Exhibit<br> No.	Description
31.1	Rule<br> 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer*
31.2	Rule<br> 13(a)-14(a)/15(d)-14(a) Certification of principal financial officer*
32.1	Section<br> 1350 Certification of principal executive officer *
32.2	Section<br> 1350 Certification of principal financial officer *
101.INS	Inline<br> XBRL Instance Document*
101.SCH	Inline<br> XBRL Schema Document*
101.CAL	Inline<br> XBRL Calculation Linkbase Document*
101.DEF	Inline<br> XBRL Definition Linkbase Document*
101.LAB	Inline<br> XBRL Label Linkbase Document*
101.PRE	Inline<br> XBRL Presentation Linkbase Document*
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

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SIGNATURES

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

	MU<br> Global Holding Limited
	(Name<br> of Registrant)
Date:<br> 14 December, 2021	By:	/s/ NIU YEN YEN
	Title:	Chief<br> Executive Officer,<br><br> <br>President,<br> Director, Secretary and Treasurer
		(Principal<br> Executive Officer)
Date:<br> 14 December, 2021	By:	/s/ HSIEH CHANG CHUNG
---	---	---
	Title:	Chief<br> Financial Officer,<br><br> <br>(Principal<br> Financial Officer, Principal Accounting Officer)

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EXHIBIT31.1

CERTIFICATION

I, NIU YEN YEN, certify that:

1. I have reviewed this quarterly report on Form 10-Q of MU Global Holding Limited (the “Company”) for the quarter ended October 31, 2021;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
b.	Designed<br> such internal control over financial reporting, or caused such internal control to be designed under our supervision, to provide<br> reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes<br> in accordance with generally accepted accounting principles.
c.	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
d.	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br> 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<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
b.	Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
Date:<br> 14 December, 2021	By:	/s/ NIU YEN YEN
---	---	---
		NIU<br> YEN YEN
		Chief<br> Executive Officer,<br><br> <br>President,<br> Director, Secretary, Treasurer
		(Principal<br> Executive Officer)

EXHIBIT31.2

CERTIFICATION

I, HSIEH CHANG CHUNG, certify that:

1. I have reviewed this quarterly report on Form 10-Q of MU Global Holding Limited (the “Company”) for the quarter ended October 31, 2021;

a.	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
b.	Designed<br> such internal control over financial reporting, or caused such internal control to be designed under our supervision, to provide<br> reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes<br> in accordance with generally accepted accounting principles.
c.	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
d.	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br> or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

a.	All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
b.	Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
Date:<br> 14 December, 2021	By:	/s/ HSIEH CHANG CHUNG
---	---	---
		HSIEH<br> CHANG CHUNG
		Chief<br> Financial Officer, (Principal Financial Officer, Principal Accounting Officer)

EXHIBIT32.1

CERTIFICATIONPURSUANT TO18 U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO

SECTION906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of MU Global Holding Limited (the “Company”) on Form 10-Q for the quarter ended October 31, 2021 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:<br> 14 December, 2021	By:	/s/ NIU YEN YEN
		NIU<br> YEN YEN
		Chief<br> Executive Officer, President, Director
		(Principal<br> Executive 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.

EXHIBIT32.2

CERTIFICATIONPURSUANT TO18 U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO

SECTION906 OF THE SARBANES-OXLEY ACT OF 2002

(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:<br> 14 December, 2021	By:	/s/ HSIEH CHANG CHUNG
		HSIEH<br> CHANG CHUNG
		Chief<br> Financial Officer
		(Principal<br> Financial Officer, Principal Accounting Officer)