UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the month of April 2025

 

Commission File Number 001-41774

 

Fitell Corporation

(Translation of registrant’s name into English)

 

23-25 Mangrove Lane

Taren Point, NSW 2229

Australia

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ☒ Form 40-F ☐

 

 

 

 
 

 

OTHER INFORMATION

 

Attached hereto as Exhibit 99.1 is the Management’s Discussion and Analysis of Financial Condition and Results of Operations of Fitell Corporation (the “Company”) for the six months ended December 31, 2024 and 2023; and hereto as Exhibit 99.2 are the unaudited consolidated financial statements of the Company for the six months ended December 31, 2024 and 2023.

 

EXHIBIT INDEX

 

Exhibit No.   Description
99.1   Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Six Months Ended December 31, 2024 and 2023
99.2   Unaudited Consolidated Financial Statements for the Six Months Ended December 31, 2024 and 2023

 

 
 

 

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.

 

Date: April 28, 2025 FITELL CORPORATION
     
  By: /s/ Yinying Lu
    Yinying Lu
    Chief Executive Officer and Director
    (Principal Executive Officer)

 

 

 

 

Exhibit 99.1

 

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

 

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our unaudited consolidated financial statements and the related notes for the six-months periods ended December 31, 2024 and 2023 and the audited consolidated financial statements and accompanying notes for the year ended June 30, 2024 included in our annual report on Form 20-F (“2024 Annual Report”) filed with the Securities and Exchange Commission (the “SEC”) on November 15, 2024. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors. “We,” “us,” “our,” or the “Company” refers to Fitell Corporation and its subsidiaries, unless the context requires otherwise.

 

Cautionary Note Regarding Forward-Looking Statements

 

This report contains forward-looking statements. All statements contained in this report other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements include statements relating to:

 

  the timing of the development of future services;
     
  projections of revenue, earnings, capital structure and other financial items;
     
  statements regarding the capabilities of our business operations;
     
  statements of expected future economic performance;
     
  statements regarding competition in our market; and
     
  assumptions underlying statements regarding us or our business.

 

These forward-looking statements are subject to a number of risks and uncertainties, including:

 

  our dependence on macroeconomic conditions and consumer discretionary spending;
     
  the intense competition in the gym and fitness equipment industry;
     
  the impacts of the COVID-19 pandemic on our business and results of operations;
     
  fluctuations in product costs and availability;
     
  international risks and costs associated with our supply chain;
     
  changes in consumer demand;
     
  risks associated with operating our own online platform, including confidential consumer data;
     
  reputational harms which could adversely impact our ability to attract and retain customers;

 

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  the potentially negative impact of our strategic plans and initiatives on our financial results;
     
  unauthorized disclosure of sensitive or confidential customer, vendor, or our information;
     
  the inability to attract, train, engage, and retain key personnel;
     
  the loss of one or more of our key executives;
     
  the effect of design and manufacturing defects on our products and services;
     
  the adverse effects from accidents, safety incidents, or workforce disruptions;
     
  the inability to sustain pricing levels for our products and services;
     
  the risk of warranty claims and product returns;
     
  changes in marketing of our products and services which could affect our marketing expenses and subscription levels;
     
  the need for additional capital to support business growth and objectives;
     
  payment processing risk;
     
  foreign currency exchange rate fluctuations;
     
  our dependence on suppliers and manufactures to provide us with sufficient quantities of quality products in a timely fashion;
     
  our limited control over our suppliers, manufacturers, and logistics partners;
     
  the costs and risks associated with our complex regulatory, compliance, and legal environment;
     
  our inability or failure to protect our intellectual property rights;
     
  changes in tax laws and regulations;
     
  failure to comply with the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”);
     
  our status as a “foreign private issuer” under U.S. securities laws and the disclosure obligations which are applicable to us on the Nasdaq Capital Market;
     
  our use of home country corporate governance practices instead of otherwise applicable Nasdaq corporate governance requirements;
     
  the accuracy of or market growth forecasts;
     
  our management team’s limited experience managing a public company;
     
  the risk of earthquakes, fire, power outages, floods, public health crises, including the current COVID-19 pandemic, and other catastrophic events, and to interruption by man-made problems such as terrorism;

 

  our status as an “emerging growth company” and our election to comply with the reduced disclosure requirements as a public company that may make our Ordinary Shares less attractive to investors;
     
  the risk that Ms. Jieting Zhao may have different interests than that of other shareholders;
     
  our intention to not pay dividends for the foreseeable future;

 

These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in the “Risk Factors” and elsewhere in our 2024 Annual Report. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

 

You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. We are under no duty to update any of these forward-looking statements after the date of this report or to conform these statements to actual results or revised expectations.

 

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Results of Operations

 

Comparison of the Six-months Periods Ended December 31, 2024 and 2023

 

The following table summarizes the results of our operations during the six-months periods ended December 31, 2024 and 2023, and provides information regarding the dollar and percentage increase (or decrease) during such periods.

 

   For the Six Months Periods Ended December 31, 
   2024   2023   Variance 
   US$   % of revenue   US$   % of revenue   US$   % 
REVENUE   2,647,039    100.0%   2,123,119    100.0%   523,920    24.7%
COST OF GOODS SOLD   1,632,280    61.7%   1,275,967    60.1%   356,313    27.9%
GROSS PROFIT   1,014,759    38.3%   847,152    39.9%   167,607    19.8%
                               
OPERATING EXPENSES                              
Personnel expenses   578,649    21.9%   421,364    19.8%   157,285    37.3%
Consulting fees   574,659    21.7%   1,272,468    59.9%   (697,809)   -54.8%
General and administrative expenses   680,818    25.7%   1,268,545    59.7%   (587,727)   -46.3%
Sales and marketing expenses   209,118    7.9%   175,705    8.3%   33,413    19.0%
Amortization of operating right of use asset   138,728    5.2%   132,867    6.3%   5,861    4.4%
Depreciation expenses   5,195    0.2%   4,469    0.2%   726    16.2%
Total operating expenses   2,187,167    82.6%   3,275,418    154.3%   (1,088,251)   -33.2%
                               
INCOME FROM OPERATION   (1,172,408)   -44.3%   (2,428,266)   -114.4%   1,255,858    -51.7%
                               
OTHER INCOME (EXPENSE)                              
IPO related-expenses   (300,000)   -11.3%   (50,286)   -2.4%   (249,714)   496.6%
Unrealized gain (loss) from marketable securities   77,681    2.9%   (312,831)   -14.7%   390,512    -124.8%
Other income (expense)   -    N/A    115,190    5.4%   (115,190)   -100.0%
Interest income   129,292    4.9%   764    0.0%   128,528    16823.0%
Interest expense   (74,256)   -2.8%   (66,844)   -3.1%   (7,412)   11.1%
Total other income (expenses)   (167,283)   -6.3%   (314,007)   -14.8%   146,724    -46.7%
                               
INCOME BEFORE TAX   (1,339,691)   -50.6%   (2,742,273)   -129.2%   1,402,582    -51.1%
                               
INCOME TAX EXPENSE (CREDIT)   340,351    12.9%   (80,566)   -3.8%   420,917    -522.4%
                               
NET LOSS   (1,680,042)   -63.5%   (2,661,707)   -125.4%   981,665    -36.9%
                               

 

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Revenues

 

Revenues were $2,647,039 for the six-months period ended December 31, 2024, and $2,123,119 for the six-months period ended December 31, 2023, representing an increase of $523,920, or 24.7%. Revenues consist primarily of (i) merchandise revenues of $2,647,039 for the six-months period ended December 31, 2024, and $2,007,562 for the six-months period ended December 31, 2023; (ii) no licensing income for the six-months period ended December 31, 2024, and licensing income of $115,557 for the six-months period ended December 31, 2023.

 

The following table summarizes the breakdown of revenues by categories for the periods indicated.

 

   For the Six Months Periods Ended December 31, 
   2024   2023   Change   Change 
   US$   %   US$   %   US$   % 
                         
Merchandise revenue   2,647,039    100.0%   2,007,562    94.6%   639,477    31.9%
Licensing income   -    0.0%   115,557    5.4%   (115,557)   -100.0%
Total Revenue   2,647,039    100.0%   2,123,119    100.0%   523,920    24.7%

 

Merchandise revenue

 

Merchandise revenue represents the sales of our various gym and fitness equipment and products. Merchandise revenue increased by 31.9% or $639,477 to $2,647,039 in the six-months period ended December 31, 2024 from $2,007,562 in the six-months period ended December 31, 2023. The increase in merchandise revenue was primarily attributable to the net effects of: (i) a slight increase of 3.3% in sales orders from 10,364 in the six-months period ended December 31, 2023, to 10,711 in the six-months period ended December 31, 2024 due to our management team’s increased efforts on our promotional campaign and exploring new channels to solicit new customers; and (ii) increase in the average revenue per order from $193.71 in the six-months period ended December 31, 2023 to $247.13, or an increase of 27.6%, in the six-months period ended December 31, 2024. The increase in average revenue per order is mainly due to the recovery in consumers’ confidences in Australia. By the end of the calendar year 2024, the inflation rate in Australia has dropped to 2.4% from 4.1% as at the end of calendar year 2023. In addition, the Reserve Bank of Australia has stabilized the case rate at 4.25% throughout the six-months period ended December 31, 2024.

 

Licensing income

 

Licensing income refers to the services provided to gym studios in overseas markets. These services include, but are not limited to, providing the brand name and offering initial design services to gym studios. We have generated nil and $115,557 in licensing income in the six-months periods ended December 31, 2024, and 2023, respectively. The decrease was due to management temporarily suspending overseas expansions recently because market sentiments are negatively affected by inflation and the rise in interest rates in the global market. Nevertheless, we will expand these services again, especially to the Asia market, when the time is right.

 

Cost of goods sold

 

Cost of goods sold were $1,632,280 for the six-months period ended December 31, 2024, and $1,275,967 for the six-months period ended December 31, 2023, representing an increase of $356,313, or 27.9%. Cost of goods sold consist primarily of merchandise costs, freight costs, and other related purchase costs such as custom duties. The increase was in line with the increase in merchandise revenues. Our cost of goods sold remains stable in terms of ratio, and accounted for 61.7% and 60.1% of our total revenue for the six-months period ended December 31, 2024 and 2023, respectively.

 

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Gross Profit

 

   For the Six Months Periods Ended December 31,   Change 
(in US dollars, except percentage)  2024   2023   Amount   % 
Gross Profit   1,014,759    847,152    167,607    19.8%
Gross Profit Margin   38.3%   39.9%        -1.6%

 

Gross profit was $1,014,759 for the six-months period ending December 31, 2024, and $847,152 for the six-months period ending December 31, 2023, representing an increase of $167,607, or 19.8%. The increase is in-line with the growth in revenue. Gross profit margin was 38.3% and 39.9% for the six-months period ended December 31, 2024 and 2023, respectively, which was very stable.

 

Personnel Expenses

 

   For the Six Months Periods Ended December 31,   Change 
(in US dollars, except percentage)  2024   2023   Amount   % 
Personnel expenses   578,649    421,364    157,285    37.3%
as percentage of revenue   21.9%   19.8%        2.0%

 

Personnel expenses were $578,649 for the six-months period ended December 31, 2024, and $421,364 for the six-months period ended December 31, 2023, representing an increase of $157,285, or 37.3%. Personnel expenses consist primarily of employee salaries, superannuation, external consulting expenses and other employment expenses. Personnel expenses and headcount were relatively stable as a percentage of revenue, and the ratio was 21.9% and 19.8% in the six-months periods ended December 31, 2024 and 2023, respectively. Management targets to hire the right persons for each different task in order to maintain an effective and efficient operational team of the right size.

 

Consulting fees

 

   For the Six Months Periods Ended December 31,   Change 
(in US dollars, except percentage)  2024   2023   Amount   % 
Consulting fees   574,659    1,272,468    (697,809)   -54.8%
as percentage of revenue   21.7%   59.9%        -38.2%

 

Consulting fees were $574,659 for the six-months period ended December 31, 2024, and $1,272,468 for the six-months period ended December 31, 2023, representing a decrease of $697,809, or 54.8%. Since the successful listing of the Company’s securities on Nasdaq, management has proactively engaged various consulting firms to assist us in setting long-term business development plans and to identify new business growth opportunities. The decrease in consulting fees in the six-months period ended December 31, 2024, was due to there were relatively more consulting engagements incurred around the time the Company was successfully listed in August 2023.

 

General and Administrative Expenses

 

   For the Six Months Periods Ended December 31,   Change 
(in US dollars, except percentage)  2024   2023   Amount   % 
General and administrative expenses   680,818    1,268,545    (587,727)   -46.3%
as percentage of revenue   25.7%   59.7%        -34.0%

 

General and administrative expenses were $680,818 for the six-months period ended December 31, 2024, and $1,268,545 for the six-months period ended December 31, 2023, representing a decrease of $587,727, or 46.3%. General and administrative expenses consist primarily of merchant fees, insurance, warehouse costs and other corporate expenses. The decrease was mainly due to a one-off research and development expense on mobile app of $798,684 in the six-months period ended December 31, 2023.

 

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Sales and Marketing Expenses

 

   For the Six Months Periods Ended December 31,   Change 
(in US dollars, except percentage)  2024   2023   Amount   % 
Sales and marketing expenses   209,118    175,705    33,413    19.0%
as percentage of revenue   7.9%   8.3%        -0.4%

 

Sales and marketing expenses were $209,118 for the six-months period ended December 31, 2024, and $175,705 for the six-months period ended December 31, 2023, representing an increase of $33,413, or 19.0%. However, as a percentage of revenue, sales and marketing expenses has remained stable at 7.9% and 8.3% for the six-months period ended December 31, 2024 and 2023, respectively. Sales and marketing expenses consist primarily of advertising and marketing expenses on various online platforms.

 

Amortization of operating right of use asset

 

Amortization of operating right of use asset refers to our office premises and warehouse, which was $138,728 for the six-months period ended December 31, 2024, and $132,867 for the six-months period ended December 31, 2023, which is relatively stable across the two aforesaid periods.

 

Income from Operations

 

The Company had a loss from operations of $1,172,408 and $2,428,266 for the six-months period ended December 31, 2024 and 2023, respectively, representing a decrease of $1,255,858, or 51.7%. The decrease was mainly a result of the improvement in total revenues, plus the cost savings in consulting fees and general and administrative expenses.

 

IPO-related expenses

 

   For the Six Months Periods Ended December 31,   Change 
(in US dollars, except percentage)  2024   2023   Amount   % 
IPO related-expenses   (300,000)   (50,286)   (249,714)   496.6%
as percentage of revenue   -11.3%   -2.4%        -9.0%

 

IPO-related expenses include the accounting fee, auditing fee, legal fee, and consulting fee, which were incurred due to the initial public offering process and is not related to the daily operations of the Company. The IPO on Nasdaq was completed in August 2023, but there are still IPO-related expenses which are amortised over a period of three years.

 

Unrealized gain (loss) from marketable securities

 

   For the Six Months Periods Ended December 31,   Change 
(in US dollars, except percentage)  2024   2023   Amount   % 
Unrealized gain (loss) from marketable securities   77,681    (312,831)   390,512    -124.8%
as percentage of revenue   2.9%   -14.7%        17.7%

 

The Company had purchased certain equity securities on the Stock Exchange of Hong Kong for investment purposes in 2021. It has recorded an unrealized gain of $77,681 for the six-months period ended December 31, 2024, and an unrealized loss of $312,831 for the six-months period ended December 31, 2023, due to the fluctuation of the share prices of such equity securities.

 

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Other Income (expenses)

 

Other income was nil for the six-months ended period December 31, 2024 and $115,190 for the six-months period ended December 31, 2023. The decrease was mainly due to a one-off gain on disposal generated during the disposal of the existing office and warehouse lease of $76,869 in the six-months period ended December 31, 2023.

 

Interest Income

 

Interest income was $129,292 for the six-months period ended December 31, 2024, and $764 for the six-months period ended December 31, 2023, representing an increase of $128,528, or 168 times. The increase in interest income is due to the interest income generated from the note receivables.

 

Interest Expense

 

Interest expense was $74,256 for the six-months period ended December 31, 2024, and $66,844 for the six-months period ended December 31, 2023, representing an increase of $7,412, or 11.1%. The increase was a result of the increase in tax payable to the Australian Taxation Office.

 

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Income Tax Expense

 

   For the Six Months Periods Ended December 31,   Change 
(in US dollars, except percentage)  2024   2023   Amount   % 
Income tax expense (credit)   340,351    (80,566)   420,917    522.4%
effective tax rate   -25.4%   2.9%        -28.3%

 

Income tax expense was $340,351 for the six-months period ended December 31, 2024, and income tax credit was $80,566 for the six-months period ended December 31, 2023, representing an increase of $420,917, or 522.4%. The increase was mainly due to the full valuation allowance that was applied for the deferred tax asset of $345,515 as there is uncertainty that whether the timing differences benefits in tax could be recognized eventually in the near future. The effective tax rate decreased from 2.9% for the six-months period ended December 31, 2023 to a negative 25.4% for the six-months period ended December 31, 2024. This was also mainly due to the aforesaid reversal of deferred tax asset.

 

Net Loss and Comprehensive Loss

 

Net loss was $1,680,042 and $2,661,707 for the six-months period ended December 31, 2024 and 2023, respectively, or a decrease of $981,665, or 36.9%.

 

Comprehensive loss was $1,609,656 and $2,749,711 for the six-months period ended December 31, 2024 and 2023, respectively, or a decrease of $1,140,055 or 41.4%.

 

The net loss and comprehensive loss were mainly due to the aforesaid decrease in total revenues and the increase in consulting fees, plus the increase in general and administrative expenses.

 

Current Liquidity and Capital Resources for the Six-months Period Ended December 31, 2024   compared to the Six-months Period Ended December 31, 2023

 

   2024   2023 
Summary of Cash Flows:          
Net cash used in operating activities  $(743,957)  $(7,108,927)
Net cash used in investing activities   -    (2,500,000)
Net cash provided by (used in) financing activities   476,412   13,623,327 
Foreign currency translation   70,386    (88,004)
Net increase in cash and cash equivalents   (197,159)   3,926,396 
Beginning cash and cash equivalents   939,014    236,821 
Ending cash and cash equivalents  $741,855   $4,163,217 

 

Operating Activities

 

Cash used by operations of $743,957 during the six-months period ended December 31, 2024 was primarily a result of our $1,680,042 net loss reconciled with the depreciation of $5,195, the amortisation of right of use asset of $138,728, the net gain from investments of $77,681, and changes in operating assets and liabilities, which include primarily (i) a decrease in capital receivables of convertible notes of $1,472,000 due to the settlement of capital injection receivable from our investor (ii) a decrease of prepaid offering costs of $300,000 which was due to the amortization of prepaid offering cost during the aforesaid period; (iii) a decrease in deferred tax asset due to the full valuation allowance was applied during the six-months period ended December 31, 2024; (iv) an increase of deferred revenue of $189,909 which was in-line with our growth in revenues; (v) a decrease of accounts payable and accrued expenses of $344,392 which mainly due to the net payments to our suppliers and services providers; (vi) an increase of inventories of $658,057 which was mainly due to increase of procurements in-line with the growth in revenue; and (vii) the decrease in income tax payable of $120,295 which was due to tax payments during the period.

 

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Cash used by operations of $7,108,927 during the six-months period ended December 31, 2023 was primarily a result of our $2,661,707 net loss reconciled with our non-cash net loss from investments of $328,139, and changes in operating assets and liabilities, which include primarily (i) an increase in prepaid offering costs of $2,549,524 due to the increase in prepayment for our potential new offerings subsequent to our IPO (ii) an increase of inventory of $1,577,049 due to business expansion plans and introduction of more new products; (iii) an increase of deposits and prepaids of $210,250 mainly due to stock procurement prepayment of approximately $200,000; (iv) a decrease of accounts payable and accrued expenses of $97,345 which was mainly due to reduction in tax payable caused by tax payment; (v) the increase in deferred tax assets of $82,309 which was mainly due to accumulated tax loss has increased; and (vi) the increase in other non-current assets of $81,092 due to increase in rental deposits after the renewal of office and warehouse lease.

 

Investing Activities

 

There was no net cash used or received in investing activities for the six-months period ended December 31, 2024.

 

There was net cash of $2,500,000 being used in investing activities for the six-months period ended December 31, 2023, which was attributed to the note receivables lent out to an independent third party.

 

Financing Activities

 

Net cash provided by financing activities was $476,412 for the six-months period ended December 31, 2024, which was mainly due to the working capital raised from note payables during the period.

 

Net cash provided by financial activities in the six-months period ended December 31, 2023, was $13,623,327 which was mainly due to the proceeds raised from the IPO of the Company in August 2023.

 

Future Capital Requirements

 

Our capital requirements for 2025 and future years will depend on numerous factors, including management’s evaluation of the timing of projects to pursue. Subject to our ability to generate revenues and cash flow from operations and our ability to raise additional capital (including through possible joint ventures, acquisitions, and/or partnerships), we expect to incur reasonable amount of expenditures to carry out our business plan, as well as costs associated with our capital raising efforts and being a public company.

 

Inflation

 

The amounts presented in our consolidated financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.

 

Off-Balance Sheet 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 financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

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Exhibit 99.2

 

Fitell Corporation

 

UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

For the Six Months Ended

 

December 31, 2024 and 2023

 

 

 

 

FITELL CORPORATION

 

FOR THE SIX MONTHS ENDED DECEMBER 31, 2024 AND 2023

 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

Consolidated Financial Statements  
Consolidated Balance Sheet at December 31, 2024 (Unaudited) and June 30, 2024 F-2
Consolidated Statement of Operations and Comprehensive Income for the six months ended December 31, 2024 and 2023 (Unaudited) F-3
Consolidated Statement of Stockholders’ Equity for the six months ended December 31, 2024 and 2023 (Unaudited) F-4
Consolidated Statement of Cash Flows for the six months ended December 31, 2024 and 2023 (Unaudited) F-5
Notes to Consolidated Financial Statements (Unaudited) F-6

 

F-1

 

 

FITELL CORPORATION

CONSOLIDATED BALANCE SHEETS

 

   December 31,   June 30, 
   2024   2024 
   (Unaudited)     
ASSETS          
Current assets          
Cash and cash equivalents  $741,855   $939,014 
Investment in marketable securities   193,374    124,963 
Accounts receivable, net   162,379    60,042 
Inventory, at cost   3,097,850    2,439,793 
Capital receivables of convertible notes   -    1,472,000 
Deposits and prepaids   397,780    316,869 
Prepaid offering costs   900,000    1,200,000 
Total current assets   5,493,238    6,552,681 
           
Property and equipment, net   22,584    27,133 
Operating right of use asset, net   398,417    557,798 
Note receivables   2,500,000    2,500,000 
Deferred tax asset   -    342,122 
Brand names   337,504    337,504 
Goodwill   1,161,052    1,161,052 
Total assets  $9,912,795   $11,478,290 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current liabilities          
Accounts payable and accrued expenses  $866,564   $1,210,956 
Note payables   503,052    - 
Deferred revenue   399,009    209,100 
Income tax payable   288,386    408,681 
Due to related parties   12,168    38,808 
Current portion of operating lease liability   276,212    278,432 
Total current liabilities   2,345,391    2,145,977 
           
Accrued employee benefits, non-current   22,626    21,520 
Operating lease liability, less current portion   145,562    301,921 
Total liabilities   2,513,579    2,469,418 
Commitments and contingencies (Note 6)          
Stockholders’ equity          
Common stock, $0.0001 par value; 500,000,000 shares authorized, 20,123,386 shares issued and outstanding at December 31, 2024 and June 30, 2024   2,012    2,012 
Additional paid-in capital   19,014,389    19,014,389 
Accumulated other comprehensive income (loss)   56,649    (13,737)
Accumulated deficit   (11,673,834)   (9,993,792)
Total stockholders’ equity   7,399,216    9,008,872 
Total liabilities and stockholders’ equity  $9,912,795   $11,478,290 

 

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

 

F-2

 

 

FITELL CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

 

   For the six months ended 
   December 31,   December 31, 
   2024   2023 
Revenues:          
Merchandise revenues  $2,647,039   $2,007,562 
Licensing income   -    115,557 
Total revenues   2,647,039    2,123,119 
           
Cost of goods sold   1,632,280    1,275,967 
           
Gross profit   1,014,759    847,152 
           
Operating expenses          
Personnel expenses   578,649    421,364 
Consulting fees   574,659    1,272,468 
General and administrative expenses   680,818    1,268,545 
Sales and marketing expenses   209,118    175,705 
Amortization of operating right of use asset   138,728    132,867 
Depreciation expenses   5,195    4,469 
Total operating expenses   2,187,167    3,275,418 
           
Loss from operations   (1,172,408)   (2,428,266)
           
Other income (expenses):          
IPO related-expenses   (300,000)   (50,286)
Unrealized gain (loss) from marketable securities   77,681    (312,831)
Other income, net   -    115,190 
Interest income   129,292    764 
Interest expense   (74,256)   (66,844)
Total net other income (expenses) , net   (167,283)   (314,007)
           
Loss before taxes   (1,339,691)   (2,742,273)
           
Income tax expense (credit)   340,351    (80,566)
           
Net loss   (1,680,042)   (2,661,707)
Foreign currency adjustment   70,386    (88,004)
Comprehensive loss  $(1,609,656)  $(2,749,711)
           
Basic and diluted net loss per share  $(0.08)  $(0.25)
           
Weighted average shares outstanding - basic and diluted   20,123,368    10,487,568 

 

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

 

F-3

 

 

FITELL CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED DECEMBER 31, 2024

(UNAUDITED)

 

   Common Stock   Subscription Receivable  

Additional

Paid-in

  

Accumulated

Other

Comprehensive

   Accumulated      
   Shares   Amount   Shares   Amount   Capital   Income (Loss)   Deficit   Total 
Balance June 30, 2024   20,123,386   $2,012    -   $-   $19,014,389   $(13,737)  $(9,993,792)  $9,008,872 
                                         
Foreign currency translation adjustment   -    -    -    -    -    70,386    -    70,386 
Net loss   -    -    -    -    -    -    (1,680,042)   (1,680,042)
                                         
Balance December 31, 2024   20,123,386   $2,012    -    -   $19,014,389   $56,649   $(11,673,834)  $7,399,216 

 

FITELL CORPORATION

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED DECEMBER 31, 2023

(UNAUDITED)

 

   Common Stock   Subscription Receivable  

Additional

Paid-in

  

Accumulated

Other

Comprehensive

   Accumulated      
   Shares   Amount   Shares   Amount   Capital   Income (Loss)   Deficit   Total 
Balance June 30, 2023   8,120,000   $812    -    -   $7,097,822   $(64)  $(681,647)  $6,416,923 
                                         
Funds raised in IPO   3,000,000    300    -    -    6,297,342    -    -    6,297,642 
Foreign currency translation adjustment   -    -    -    -    -    (88,004)   -    (88,004)
Net loss   -    -    -    -    -    -    (2,661,707)   (2,661,707)
                                         
Balance December 31, 2023   11,120,000   $1,112    -    -   $13,395,164   $(88,068)  $(3,343,354)  $9,964,854 

 

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

 

F-4

 

 

FITELL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

   For the six months ended 
   December 31,   December 31, 
   2024   2023 
Cash Flows from Operating Activities          
Net loss  $(1,680,042)  $(2,661,707)
Adjustments to reconcile net loss to net cash from operating activities:          
Depreciation   5,195    6,839 
Amortization of right of use asset   138,728    132,867 
Unrealized (gain) loss on investments   (77,681)   328,139 
Changes in operating assets and liabilities          
Accounts receivable   (93,713)   (59,444)
Inventory   (658,057)   (1,577,049)

Capital Receivables of Convertible Notes

   1,472,000    - 
Deposits and prepaids   (80,911)   (210,250)
Prepaid offering costs   300,000    (2,549,524)
Deferred tax asset   342,122    (82,309)
Other non-current assets   -    (81,092)
Accounts payable and accrued expenses   (344,392)   (97,345)
Deferred revenue   189,909    (6,337)
Income tax payable   (120,295)   (52,983)
Operating lease liability   (137,926)   (200,038)
Accrued employee benefits   1,106    1,306 
Net cash from operating activities   (743,957)   (7,108,927)
           
Cash Flows from Investing Activities          
Investment in note receivables   -    (2,500,000)
Net cash from investing activities   -    (2,500,000)
           
Cash Flows from Financing Activities          
Net activity on due to related parties   (26,640)   8,044 
Fund raised in IPO, gross   -    13,615,283 
Fund raised in note payables, net   503,052    - 
Net from financing activities   476,412   13,623,327 
           
Foreign currency adjustment   70,386    (88,004)
           
Change in cash and cash equivalents   (197,159)   3,926,396 
           
Cash and cash equivalents at beginning of period   939,014    236,821 
           
Cash and cash equivalents at end of period  $741,855   $4,163,217 
           
Supplemental Cash Flow Information          
Cash paid for interest  $27,615   $- 
Cash paid for income taxes  $83,284   $122,652 

 

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

 

F-5

 

 

FITELL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

1. Organization and principal activities

 

Fitell Corporation (the “Company”) was incorporated in the Cayman Islands on April 11, 2022 under the Companies Act as an exempted company with limited liability. The Company conducts its primary operations of selling gym and fitness equipment in Australia through its indirectly held, wholly owned subsidiaries that are incorporated and domiciled in Australia, namely GD Wellness Pty Ltd. The Company holds GD Wellness Pty Ltd (“GD”) via a wholly owned subsidiary, namely KMAS Capital and Investment Pty Ltd (“KMAS”) which was incorporated and is domiciled in Australia.

 

Details of the Company and its subsidiaries are set out in the table as follows:

 

      Percentage of
effective
ownership
       
Name  Date of incorporation  December 31, 2024   June 30,
2024
   Place of incorporation  Principal activities
Fitell Corporation  April 11, 2022   Parent    Parent   Cayman Islands  Investment holdings
KMAS Capital and Investment Pty Ltd
  July 26, 2016   100%   100%  Australia  Investment holdings
GD Wellness Pty Ltd  July 22, 2005   100%   100%  Australia  Sales of gym and fitness equipment

 

F-6

 

 

FITELL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

2. Summary of significant accounting policies

 

Basis of Presentation

 

The accompanying unaudited interim consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules of the Securities and Exchange Commission (“SEC”). The accompany unaudited interim consolidated financial statements have been prepared using the accrual basis of accounting in accordance with US GAAP and presented in US dollars. The year end is June 30. In the opinion of management, all adjustments, consists of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year, or for any future periods.

 

Basic of Consolidation

 

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

 

Concentration of Credit Risk

 

Financial instruments that potentially subject the Company to concentrations of credit risk are cash, accounts receivable and other receivables arising from its normal business activities. The Company places its cash in what it believes to be credit-worthy financial institutions. The Company controls credit risk related to accounts receivable through credit approvals, credit limits and monitoring procedures. The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk. The Company establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited.

 

Use of Estimates

 

The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

 

Revenue Recognition

 

The Company generates it main income source from the sales of merchandise, which includes the sales of various gym equipment and fitness products. It recognizes this merchandise revenue in accordance with Accounting Standards Update 2014-09, “Revenue from contracts with customers,” (Topic 606). Revenue is recognized when a customer obtains control of promised goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company’s main revenue stream is from sales of products. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon shipment. The Company offers refunds, repairs and replacements in accordance with the Australian Consumer Law. The Company recognized the sales discount and returns against its revenues in the same period as the original sales transaction.

 

The Company also occasionally sells various consumable products. These products include, but not limited to, coffee and nutritional supplement products. Similar to the aforesaid merchandise revenue, it also recognizes the revenue in accordance with Topic 606 upon shipment. If the Company provided sales discount or allowed sales returns, it is recognized against its revenues in the same period as the original sales transaction.

 

The Company also provides licensing services to gym studios overseas. These services include, but not limited to, providing the brand name, and offer initial design services to these gym studios. Similar to the aforesaid merchandise revenue, it also recognizes the revenue in accordance with Topic 606 based on the straight-line basis over the contractual service period.

 

F-7

 

 

FITELL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

Stock-based Compensation

 

The Company records stock-based compensation in accordance with the provisions of the Accounting Standards Codification(“ASC”) 718, “Accounting for Stock Compensation,” which establishes accounting standards for the transaction in which an entity exchanges its equity instruments for goods or services. In accordance with guidance provided under ASC 718, the Company recognizes an expense for the fair value of its stock awards at the time of the grant and the fair value of its outstanding stock options as they vest, whether held by employees or others. During the six months period ended December 31, 2024 and 2023, there was no stock-based compensation.

 

Customer Loyalty program

 

For certain sales transactions, the Company offers loyalty points to its customer based on the dollar value of the transaction which gives the customer the option to acquire additional goods or services at a price that is lower than its stand-alone selling price. In accordance with Topic 606, the Company evaluates whether these loyalty points constitute separate performance obligations and the need to allocate the transaction price between revenue and performance obligation. As of December 31, 2024 and June 30, 2024, the Company does not believe that any separate performance obligation under the loyalty program is material.

 

Deferred Revenue

 

The Company recognized the deposits received from its customers as deferred revenue if the goods or service is not delivered. It would be recognized as revenue after the goods or service is delivered. During the six months ended December 31, 2024 and 2023, a total of $209,100 and $238,351, respectively, of deferred revenue was recognized into Merchandise revenue respectively. As of December 31, 2024 and June 30, 2024, a total of $399,009 and $209,100, respectively, of revenue has been deferred to be recognized in future periods as merchandise revenue.

 

Fair Value Measurements

 

Accounting Standard Codification (“ASC”) Topic 820, Fair Value Measurements, clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

 

Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

 

Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

 

Level 3: Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

 

The estimated fair value of certain financial instruments, including all current liabilities, are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.

 

Fair Value of Financial Instruments

 

ASC subtopic 825-10, Financial Instruments requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities as reflected in the consolidated balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the consolidated financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

 

F-8

 

 

FITELL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

Marketable Securities

 

Marketable securities are stated at fair value in accordance with ASC Topic 321, Investments- Equity Securities. Any changes in the fair value of the Company’s marketable securities are included in net income (loss) under the caption of Unrealized gain (loss) from marketable securities. The market value of the securities is determined using prices as reflected on an established market, using Level 1 fair value inputs. Realized and unrealized gains and losses are determined on an average cost basis. The marketable securities are in investment in shares of a publicly traded security which is traded on the Hong Kong exchange. The investments in marketable securities totals $193,374 and $124,963 as of December 31, 2024 and June 30, 2024, respectively.

 

Advertising and Promotion

 

The Company follows the policy of charging the costs of advertising, marketing, and public relations to expense as incurred. The Company has $209,118 and $175,705 in advertising expenses for the six months ended December 31, 2024 and 2023, respectively.

 

Income Taxes

 

Income taxes are accounted for under the asset and liability 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 and operating loss, capital loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The 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.

 

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. Our federal tax return and any state tax returns are not currently under examination.

 

The Company has adopted ASC 740-10, Accounting for Income Taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually from differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

 

Accounts Receivable

 

The Company has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue. Account balances deemed to be uncollectible are charged to bad debt expense and included in the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of December 31, 2024 and June 30, 2024, the Company has considered an allowance of $585,672 for doubtful receivable accounts.

 

Inventory

 

Inventory consists of only finished goods and are stated at the lower of cost and net realizable value on a ‘first in first out’ basis. Cost comprises of direct materials and delivery costs, direct labor, import duties and other taxes, and an appropriate proportion of variable and fixed overhead expenditure based on normal operating capacity. Costs of purchased inventory are determined after deducting rebates and discounts received or receivable.

 

Stock in transit is stated at the lower of cost and net realizable value. Cost comprises purchase and delivery costs, net of rebates and discounts received or receivable.

 

Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

 

F-9

 

 

FITELL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

Note Receivable

 

On August 2, 2023, the Company entered into a loan agreement with an independent third party (“Borrower”), in which, the Company has lent $2,500,000 to the Borrower, with a loan period of 36 months, and at an annualized interest of 6.8%. The first eight months are interest-free-period.

 

Property and Equipment

 

Property and Equipment - Property and equipment is stated at cost, net of depreciation. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method. Depreciation expense totaled $5,195 and $4,469 for the six months period ended December 31, 2024 and 2023, respectively.

 

Impairment Policy of Long-Lived Assets

 

Impairment of long lived assets – Potential impairments of long lived assets are reviewed when events or changes in circumstances indicate a potential impairment may exist. In accordance with ASC Subtopic 360-10, “Property, Plant and Equipment – Overall”, impairment is determined when estimated future undiscounted cash flows associated with an asset are less than asset’s carrying value.

 

Intangible Assets

 

The Company’s intangible assets consist of brand names and goodwill. At December 31, 2024 and June 30, 2024, the Company had brand names and goodwill with costs of approximately $337,504 and $1,161,052 respectively, which all have indefinite lives. The Company evaluates intangible assets with indefinite lives for impairment at least annually or when events or changes in circumstances indicate that an impairment may exist. The Company determined that none of its intangible assets were impaired in the six months period ended December 31, 2024 and the fiscal year ended June 30, 2024.

 

Net Income (Loss) Per Common Share

 

The Company computes income per common share, in accordance with ASC Topic 260, Earnings Per Share, which requires dual presentation of basic and diluted earnings per share. Basic income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding during the period. Diluted income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding, plus the issuance of common shares, if dilutive, that could result from the exercise of outstanding stock options and warrants. No potential dilutive common shares are included in the computation of any diluted per share amount when a loss is reported.

 

Comprehensive Income (loss)

 

ASC Topic 220 (SFAS No. 130) establishes standards for reporting comprehensive income and its components. Comprehensive income or loss is defined as the change in equity during a period from transactions and other events from non-owner sources. The component of comprehensive gain totaling $70,386 and comprehensive loss totaling $88,004 for the six months ended December 31, 2024 and 2023, respectively, related to foreign currency translation adjustment.

 

Foreign Currencies

 

The Company determined that its functional currency is the Australian dollar since the Australian dollar is the currency of the environment in which the Company primarily generates and expends cash; however, the Company’s reporting currency is the U.S. dollar. Foreign currency transaction gains and losses represent gains and losses resulting from transactions entered into in a currency other than the functional currency of the Company. These transaction gains and losses, if any, are included in results of operations.

 

F-10

 

 

FITELL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

Leases

 

The Company accounts for leases in accordance with ASC Topic 842, Lease. Operating lease right-of-use assets represent the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is presented on the consolidated statements of operations.

 

As permitted under ASC Topic 842, the Company has made an accounting policy election not to apply the lease recognition provision to short term leases (leases with a lease term of 12 months or less that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise); instead, the Company will recognize the lease payments for short term leases on a straight-line basis over the lease term. The Company did not have any short-term leases at December 31, 2024 and June 30, 2024.

 

Segment Reporting

 

ASC 280, “Segment Reporting,” establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is the Company’s Chief Executive Officer (the “CODM”), who makes resource allocation decisions and assesses performance based on financial information prepared on a consolidated basis, accompanied by disaggregated information about revenues, gross profit and operating loss by the three identified reportable segments. The Company’s business includes only one segment, which is the trading of Gym Equipment.

 

Reclassifications

 

Certain prior year amounts in the consolidated financial statements and the notes thereto have been reclassified where necessary to confirm the current year’s presentation. These reclassifications did not affect the prior period’s total assets, total liabilities, stockholders’ deficits, net loss or net cash used in operating activities.

 

Recent Accounting Pronouncements

 

The Company has implemented all new accounting pronouncements that are in effect.

 

In November 2023, the FASB issued ASU No. 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU improves reportable segments disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company adopted this standard in the current period retrospectively to all prior periods presented in the Company’s financial statements, refer to note 3.

 

Saved from above, 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-11

 

 

FITELL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

Going Concern

 

The consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will be able to continue trading, realize its assets and discharge its liabilities in the ordinary course of business for a period of at least 12 months from the date that these consolidated financial statements are approved.

 

The Directors note that:

 

The Group made a loss of $1,680,042 from its continuing operations for the six-months period ended December 31, 2024;
  
The Group held cash and cash equivalents of $741,855 as at December 31, 2024;
  
The Group incurred a net cash outflow from operating activities of $743,957 for the six-months period ended December 31, 2024;
  
A successful capital raising (IPO) in August 2023 arose for $13,614,983 before cost of capital, and also another round of successful capital raising in February 2025 arose for $4,000,000 before cost of capital.

 

In assessing the appropriateness of using the going concern assumption, the Directors have noted:

 

There are reasonable grounds to believe that the Company will be able to continue as a going concern as the Directors are satisfied that the Company will be able to either secure additional working capital as required through raising additional capital or reducing the Company’s discretionary spending;
   
Accordingly, the directors consider it appropriate to prepare the consolidated financial statements on a going concern basis.

 

Whilst the Directors remain confident in the Company’s ability to access further working capital through debt, equity or asset sales if required, there remains material uncertainty as to whether the Company will continue as a going concern.

 

Had the going concern basis not been used, adjustments would need to be made relating to the recoverability and classification of certain assets, and the classification and measurement of certain liabilities to reflect the fact that the Company may be required to realize its assets and settle its liabilities other than in the ordinary course of business, and at amounts different from those stated in the consolidated financial statements.

 

Subsequent Events

 

In accordance with ASC Topic 855, Subsequent Events, the Companies evaluated subsequent events through the date the consolidated financial statements were available for issue.

 

F-12

 

 

FITELL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

3. Segments of operations

 

The Company’s chief operating decision maker is the Company’s Chief Executive Officer (the “CODM”), who makes resource allocation decisions and assesses performance based on financial information prepared on a consolidated basis, accompanied by disaggregated information about revenues, gross profit (loss) and operating loss by the two identified reportable segments.

 

The Company’s reportable segments consist of only one segment which is the Gym Equipment segment. Operating loss for the segment includes revenues from third parties, cost of goods sold and operating expenses directly attributable to the segment.

 

The accounting policies of the segment is the same as those described in Note 2, “Summary of Significant Accounting Policies.”

 

   For the six months ended December 31, 2024 
   Gym Equipment   Total 
         
Revenue  $2,647,039   $2,647,039 
Cost of Goods Sold   1,632,280    1,632,280 
Segment Gross Profit   (1,014,759)   (1,014,759)
           
Loss before taxes  $1,339,691   $1,339,691 
           
Supplemental Segment Information:          
Amortization of operating right of use asset   138,728    138,728 
Depreciation expenses   5,195    5,195 
IPO related-expenses   300,000    300,000 
Unrealized gain from marketable securities   77,681    77,681 
Interest income   129,292    129,292 
Interest expense   74,256    74,256 
           
Total Assets  $9,912,795   $9,912,795 

 

   For the six months ended December 31, 2023 
   Gym Equipment   Total 
         
Revenue  $2,123,119   $2,123,119 
Cost of Goods Sold   1,275,967    1,275,967 
Segment Gross Profit   847,152    847,152 
           
Loss before taxes   $2,742,275   $2,742,275 
           
Supplemental Segment Information:          
Amortization of operating right of use asset   132,867    132,867 
Depreciation expenses   4,469    4,469 
IPO related-expenses   50,286    50,286 
Unrealized loss from marketable securities   312,831    312,831 
Interest income   764    764 
Interest expense   66,844    66,844 
           
Total Assets  $12,469,149   $12,469,149 

 

F-13

 

 

FITELL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

3. Segments of operations (continued)

 

    For the year ended June 30, 2024  
    Gym Equipment     Total  
             
Revenue   $ 4,466,775     $ 4,466,775  
Cost of Goods Sold     2,881,060       2,881,060  
Segment Gross Profit     1,585,715 )     1,585,715  
                 
Operating Loss   $ 9,521,489     $ 9,521,489  
                 
Supplemental Segment Information:                
Amortization of operating right of use asset     284,169       284,169  
Depreciation expenses     10,385       10,385  
IPO related-expenses     50,523       50,523  
Unrealized loss from marketable securities     354,781       354,781  
Interest income     2,574       2,574  
Interest expense     1,242,140       1,242,140  
                 
Total Assets   $ 11,478,290     $ 11,478,290  

 

4. Investment in marketable securities

 

As of December 31, 2024, the Company held some equity securities which are publicly traded on a registered Stock Exchange. The following table classifies the Company’s assets measures at fair value on a recurring basis into the fair value hierarchy as of December 31, 2024:

 

Description  Level 1   Level 2   Level 3   Total 
Equity securities  $193,374   $-   $-   $193,374 
Total  $193,374   $-   $-   $193,374 

 

The equity securities being held as of June 30, 2024 are as follow:

 

Description  Level 1   Level 2   Level 3   Total 
Equity securities  $124,963   $-   $-   $124,963 
Total  $124,963   $-   $-   $124,963 

 

F-14

 

 

FITELL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

5.

Property and equipment

 

The Company’s property and equipment at December 31, 2024 and June 30, 2024 consisted of the following:

 

  

Estimated

Useful Life

  December 31, 2024  

June 30,

2024

 
            
Motor Vehicle  5 years  $51,741   $51,741 
Property and equipment, gross      51,741    51,741 
Less accumulated depreciation      (29,157)   (24,608)
              
Property and equipment, net     $22,584   $27,133 

 

6. Note payables

 

In the six-months period ended December 31, 2024, the Company has entered into working capital loans with Paypal and Shopify. The Company has borrowed two tranches of loans from Paypal with a total amount of $313,231. The borrowed amount was not interest bearing but subjected to a total of one-off initial upfront fee of $27,504. The repayment percentage is 30% on all daily revenues which were received via Paypal’s platform with a minimum payment of 10% of the principal amount and the upfront fee for every 90 days. As of December 31, 2024, the loan balance payable to Paypal was $232,313 and is all recorded within current liabilities on the consolidated balance sheets. The Company has also borrowed two tranches of loans from Shopify with a total amount of $506,232. The borrowed amount was not interest bearing but subjected to a total of one-off initial upfront fee of $39,233. The repayment percentage is 14% on all daily revenues which were received via Shopify’s platform. As of December 31, 2024, the loan balance payable to Shopify was $270,739 and is all recorded within current liabilities on the consolidated balance sheets.

 

In the fiscal year ended June 30, 2024, the Company has not borrowed any equivalent working capital loan or has any such loan outstanding as of June 30, 2024.

 

F-15

 

 

FITELL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

7. Lease right-of-use assets and lease liabilities

 

Operating leases

 

The Company leases office space in Taren Point, NSW, Australia. The lease commenced on July 15, 2023 and ends on July 14, 2026. The monthly lease payments are $36,667 AUD and are subject to annual escalation rate of 3%.

 

Operating lease right-of-use assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value is our incremental borrowing rate, estimated to be 3.70%, as the interest rate implicit in most of our leases is not readily determinable. Operating lease expense is recognized on a straight-line basis over the lease term. During the six months ended December 31, 2024 and 2023, the Company recorded $138,728 and $132,867 as operating lease expense.

 

Operating right-of- use assets are summarized below:

 

  

December 31, 2024

  

June 30, 2024

 
Office Lease  $836,697   $836,697 
Less accumulated amortization   (438,280)   (278,899)
Right-of-use, net  $398,417   $557,798 

 

Operating lease liabilities are summarized below:

 

  

December 31, 2024

  

June 30, 2024

 
Office Lease  $421,774   $580,353 
Less: current portion   276,212    278,432 
Long term portion  $145,562   $301,921 

 

   As of 
  

December 31, 2024

  

June 30, 2024

 
Year ending June 30, 2025  $143,390   $ 301,127 
Year ending June 30, 2026   295,384    310,160 
Total future minimum lease payments   438,774    611,287 
Less imputed interest   (17,000)   (30,934)
PV of Payments  $421,774   $580,353 

 

8. Commitments and contingencies

 

During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with ASC 450-20-50, Contingencies. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. As of December 31, 2024, the Company is not aware of any contingent liabilities that should be reflected in the consolidated financial statements.

 

F-16

 

 

FITELL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

9. Income taxes

 

A reconciliation of the effective tax rate to the statutory rate is shown below:

 

  

December 31, 2024

  

December 31, 2023

 
         
Loss before taxes  $(1,339,691)  $(2,742,273)
           
Expected income tax credit at statutory rate of 25%  $(334,923)  $(685,568)
Increase (decrease) in income taxes resulting from:          
Valuation allowance for deferred tax asset   345,515      
IPO related-expenses   75,000    12,571 
Interest income from note receivables   (31,875)     
Unrealized loss (gain) on investments   (19,420)   78,208 
Non-tax deductible personnel expenses   13,615    11,703 
Non-tax deductible consulting fees   143,665    318,117 
Non-tax deductible general and administrative expenses   115,953    210,413 
Other items, net   32,821    (26,010)
Income tax credit  $340,351   $(80,566)

 

The tax effects temporary differences that gave rise to the deferred tax assets and liabilities are as follows:

 

   December 31, 2024   June 30, 2024 
Deferred tax assets:          
Accrued employee benefits  $27,295   $37,199 
Unrealized foreign exchange gain   (2,894)   10,294 
Depreciation   (5,646)   (6,783)
Operating right of use assets and lease liabilities   5,839    5,639 
Accumulated tax loss   263,993    238,989 
Provision for bad debt   56,928    56,784 
Valuation allowance for deferred tax asset   (345,515)   - 
Net deferred tax asset  $-   $342,122 

 

As of December 31, 2024 and June 30, 2024, the Company had no material net operating loss or tax credit carry forwards. As of December 31, 2024 and June 30, 2024, the Company had no provision for uncertain tax positions and no provisions for penalties or interest. In addition, the Company does not believe that there are any uncertain tax benefits that could be recognized in the near future that would impact the Company’s effective tax rate.

 

F-17

 

 

FITELL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

10. Subsequent Event

 

On February 10, 2025, the Company had entered into a securities purchase agreement, as amended by an amendment to securities purchase agreement dated as of February 9, 2025 with an institutional investor in connection with the issuance and sale by the Company in a registered direct offering of (i) 796,813 of the Company’s ordinary shares, par value $0.0001 per share and (ii) warrants to purchase up to 1,195,220 Ordinary Shares, at a combined purchase price of $5.02 per Ordinary Share and the associated Investor Warrant.

 

Each Investor Warrant has an exercise price of $5.02 per Ordinary Share, is immediately exercisable and will expire three years following the issuance date. The Investor Warrants are subject to customary adjustments; however, no such warrants contain any “ratchet” or other financial antidilution provisions. None of the Investor Warrants may be exercised if the aggregate number of Ordinary Shares beneficially owned by the holder thereof would exceed 4.99% immediately after exercise thereof, subject to increase to 9.99% at the option of the holder.

 

The gross proceeds to the Company from the offering were approximately $4.0 million, before deducting the placement agent’s fees and other offering expenses payable by the Company. The potential gross proceeds from the warrants, if fully exercised on a cash basis, will be approximately $6.0 million. No assurance can be given that any of the warrants will be exercised.

 

The net proceeds from the Offering were approximately $3.4 million after deducting the placement agent’s fees and expenses and other estimated expenses relating to the Offering. The Company intends to use the net proceeds from the Offering for the development and commercial launch of smart fitness equipment and for general corporate purposes and working capital. The Company may also use a portion of the net proceeds from the Offering to acquire or invest in complementary businesses, technologies, or other intellectual property, although the Company has no present commitments or agreements to do so.

 

F-18

 


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