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
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 |
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By: |
/s/
Yinying Lu |
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Yinying
Lu |
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Chief
Executive Officer and Director |
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(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:
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the
timing of the development of future services; |
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projections
of revenue, earnings, capital structure and other financial items; |
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statements
regarding the capabilities of our business operations; |
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statements
of expected future economic performance; |
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statements
regarding competition in our market; and |
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assumptions
underlying statements regarding us or our business. |
These
forward-looking statements are subject to a number of risks and uncertainties, including:
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our
dependence on macroeconomic conditions and consumer discretionary spending; |
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the
intense competition in the gym and fitness equipment industry; |
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the
impacts of the COVID-19 pandemic on our business and results of operations; |
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fluctuations
in product costs and availability; |
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international
risks and costs associated with our supply chain; |
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changes
in consumer demand; |
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risks
associated with operating our own online platform, including confidential consumer data; |
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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; |
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unauthorized
disclosure of sensitive or confidential customer, vendor, or our information; |
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the
inability to attract, train, engage, and retain key personnel; |
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the
loss of one or more of our key executives; |
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the
effect of design and manufacturing defects on our products and services; |
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the
adverse effects from accidents, safety incidents, or workforce disruptions; |
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the
inability to sustain pricing levels for our products and services; |
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the
risk of warranty claims and product returns; |
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changes
in marketing of our products and services which could affect our marketing expenses and subscription levels; |
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the
need for additional capital to support business growth and objectives; |
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payment
processing risk; |
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foreign
currency exchange rate fluctuations; |
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our
dependence on suppliers and manufactures to provide us with sufficient quantities of quality products in a timely fashion; |
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our
limited control over our suppliers, manufacturers, and logistics partners; |
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the
costs and risks associated with our complex regulatory, compliance, and legal environment; |
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our
inability or failure to protect our intellectual property rights; |
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changes
in tax laws and regulations; |
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failure
to comply with the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”); |
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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; |
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our
use of home country corporate governance practices instead of otherwise applicable Nasdaq corporate governance requirements; |
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the
accuracy of or market growth forecasts; |
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our
management team’s limited experience managing a public company; |
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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; |
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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; |
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the
risk that Ms. Jieting Zhao may have different interests than that of other shareholders; |
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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.
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) | |
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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 | % |
| |
| | | |
| | | |
| | | |
| | | |
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| | |
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 | % |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
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.
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.
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.
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.
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.
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.
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
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.
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.
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.
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.
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 |
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.
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.
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.
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.
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.
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.
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 | |
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 | |
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 | |
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.
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.
FITELL
CORPORATION
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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.
FITELL
CORPORATION
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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.
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