UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10
GENERAL
FORM FOR REGISTRATION OF SECURITIES
Pursuant
to Section 12(b) or (g) of The Securities Exchange Act of 1934
Holistic
Asset Finance Group Co., Ltd.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
87-0602435 |
| (State
or other jurisdiction of |
|
(I.R.S.
Employer |
| incorporation
or organization) |
|
Identification
No.) |
Level
16, 175 Pitt Street
Sydney
NSW 2000, Australia |
|
10005 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (02) 9159 1827
With
a copy to:
Kevin
(Qixiang) Sun.
Bevilacqua,
PLLC
1050
Connecticut Ave, NW, Suite 500
Washington,
DC 20036
T:
(202) 869-0888
F:
(202) 203-8665
Kevin@bevilacquapllc.com
Securities
to be registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Name
of each exchange on which registered |
| N/A |
|
N/A |
Securities
to be registered pursuant to Section 12(g) of the Act:
Common
Stock, $0.001 par value
(Title
of class)
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”
and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| |
Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
| |
Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
| |
|
Emerging
growth company |
☐ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
TABLE
OF CONTENTS
EXPLANATORY
NOTE
Holistic
Asset Finance Group Co., Ltd. is filing this General Form for Registration of Securities on Form 10 (the “Registration Statement”)
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), pursuant to Section 12(g) of the Exchange Act
and in order to provide current public information to the investment community. Once this Registration Statement is effective, the Company
will be subject to the requirements of Section 13(a) of the Exchange Act, including the rules and regulations promulgated thereunder,
which will require the Company, among other things, to file annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports
on Form 8-K, and the Company will be required to comply with all other obligations of the Exchange Act applicable to issuers filing registration
statements pursuant to Section 12(g) of the Exchange Act.
Unless
otherwise noted, all references in this Registration Statement to “HAFG,” the “Company,” “we,” “us,”
“our” and similar terms and expressions shall mean Holistic Asset Finance Group Co., Ltd., a Nevada corporation, and its
subsidiary. “NT$” refers to New Taiwan dollars, the legal currency of Taiwan.
Summary
of Risk Factors
General
Business Risks
| ● | We
have a limited operational history. |
| ● | If
we do not generate sufficient cash flow from operations, we may not be able to fund our development
efforts or fulfill our future obligations. |
| ● | Due
to the Company’s accumulated deficit, net losses from operations for the years ended
December 31, 2024 and 2023, and a working capital deficit as of December 31, 2024, there
is substantial doubt about the Company’s ability to continue as a going concern. |
| ● | We
depend on a limited number of customers for a large portion of our revenues. |
| ● | We
face and will continue to face intense competition. |
| ● | Our
Company operates in two distinct industries, requiring specialized expertise from management,
which may pose operational and strategic challenges. |
| ● | We
have engaged in transactions with related parties, and such transactions present possible
conflicts of interest that could have an adverse effect on our business and results of operations.
Additionally, we rely on financial support from related parties to fund our operations. |
| ● | We
depend on a limited number of suppliers. |
| ● | Our
results of operations may be adversely affected by changes in foreign currency exchange rates
and other risks inherent to international operations. |
Risks
Related to Our Digital Marketing and Video Production Business
| ● | Our
customers rely, and are expected to continue to rely, on third-party media platforms such
as YouTube and TikTok to place short videos made by us, and any failure, disruptions of or
interferences with the use of such streaming services could disrupt the availability and
production of our short videos and adversely affect our business, financial condition, results
of operations and prospects. |
| ● | The
industry is rapidly evolving, and changes in trends and consumer preferences could negatively
impact our business. |
| ● | Difficulties
in monetization and pricing strategies may affect our profitability. |
| ● | Fluctuations
in advertising budgets could lead to revenue declines. |
Risks
Related to Our Wellness Products Sale Business
| ● | If
our products become contaminated, misbranded, or mislabeled, we might need to recall those
items and may experience product liability claims if consumers are injured. |
Risks
Related to Ownership of Our Securities
| ● | The
Company’s shares of common stock are traded on the OTC Markets, Inc. Pink Tier. |
| ● | The
application of the “penny stock” rules could adversely affect the market price
of our common stock and increase your transaction costs to sell those shares. |
| ● | FINRA
sales practice requirements may also limit a stockholder’s ability to buy and sell
our common stock. |
| ● | Stockholders
should have no expectation of any dividends. |
| ● | Huang
Huei-Ching owns 37,500,000 shares of common stock and all shares of the Series L preferred
stock of the Company, representing approximately 96.69% of the voting power of the Company,
and thus is in a position to control most actions requiring stockholder vote. |
| ● | Certain
provisions in our articles of incorporation and by-laws, and of Nevada law, may prevent or
delay an acquisition of our Company, which could decrease the trading price of our common
stock. |
FORWARD
LOOKING STATEMENTS
This
Registration Statement contains forward-looking statements which relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as “may,” “should,”“expect,”
“plan,” “anticipate,” “believe”, “estimate,” “predict,” “potential”
or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve
known and unknown risks, uncertainties and other factors, including the risks described in the section entitled “Risk Factors”
included herein, that may cause our actual results, levels of activity, performance or achievements to be materially different from any
future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Important
factors that may cause actual results to differ from projections include, for example:
| |
● |
the
success or failure of management’s efforts to implement the Company’s business strategies; |
| |
● |
the
ability of the Company to generate sufficient cash flows; |
| |
● |
the
ability of the Company to compete with other companies in the industries where the Company operates; |
| |
● |
the
effect of changing economic conditions impacting our operations; and |
| |
● |
the
ability of the Company to meet the other risks as described in “Item 1A. Risk Factors” below. |
While
these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment
regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions,
projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
You
should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected
in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance and events
and circumstances reflected in the forward-looking statements will be achieved or occur. Except as required by law, we undertake no obligation
to publicly update any forward-looking statements for any reason after the date of this Registration Statement to conform these statements
to actual results or to changes in our expectations.
PART
I
Item
1. Business
Overview
Our
Company, through our subsidiary Wombat Australia Holdings Pty Ltd, operates two business lines:
| ● | Digital
Marketing and Video Production. We offer professional social media digital marketing
and video production services, focusing on the Singapore and Taiwan markets. We deliver tailored
marketing solutions to help brands accelerate their market presence in these regions and
boost brand exposure through social video production. For the years ended December 31, 2024
and 2023, our Digital Marketing and Video Production business generated revenues of $96,618
and $103,471, respectively, accounting for 94% and 86% of our total revenues. |
| ● | Wellness
Products Sale. We sell Australian-branded nutrition, health, and wellness products
in Taiwan. We provide consumers with a convenient shopping experience mainly through offline
group-buying activities. For the years ended December 31, 2024 and 2023, our Wellness Products
Sale business generated revenues of $6,559 and $17,251, respectively, accounting for 6% and
14% of our total revenues. |
Our
Corporate History and Structure
The
Company was incorporated in Nevada on March 16, 1998 as Noble Quests Inc. The Company changed its name to Legend Media, Inc. on February
11, 2008. On November 25, 2019, the Company changed its name to Holistic Asset Finance Group Co., Ltd. The Company changed its name to
Omega International Group, Inc. with the State of Nevada on January 3, 2022. The Company changed its name back to Holistic Asset Finance
Group Co., Ltd. with the State of Nevada on October 23, 2024.
The
Company is currently traded on the over-the-counter (“OTC”) markets under the name “Holistic Asset Finance Group Co.,
Ltd.,” with the trading symbol “HAFG.”
On
February 7, 2019, Joseph Arcaro filed an Application for Appointment of Custodian pursuant to NRS 78.347(1)(b) (the “Application”)
with the District Court in Clark County, Nevada (the “Court”). On March 21, 2019, the Court appointed Joseph Arcaro as custodian
of the Company and authorized Joseph Arcaro to take any and all actions on behalf of the Company that were reasonable and prudent, including
appointing directors and officers, reinstating the Company with the state of Nevada, amending the Company’s articles of incorporation
and holding a shareholders meeting. Joseph Arcaro never held a shareholder meeting.
On
March 18, 2019, under the custodianship of Joseph Arcaro, the Company filed a Certificate of Amendment by Custodian and obtained a business
license valid until September 30, 2019.
On
March 25, 2019, the Custodian filed another Certificate of Amendment by Custodian. On March 28, 2019, Joseph Arcaro, as custodian, appointed
himself to serve as the sole officer and director of the Company.
The
Company filed a Certificate of Designation on May 24, 2019, designating 1,000 shares of Series L Preferred Stock (“Series L Preferred”),
which are entitled to vote with the common stock at a ratio of 1,000,000 votes per share of Series L Preferred, and which have no redemption
rights, have a liquidation preference junior to the Company’s Series A Preferred Stock but senior to the common stock, and are
not convertible into common stock. On May 30, 2019, the Company issued 1,000 shares of Series L Preferred to Algonquin Partners, Inc.
whose control person is Joseph Arcaro (“Algonquin”).
On
June 5, 2019, Joseph Arcaro appointed himself to serve as the sole officer and director of the Company. On June 10, 2019, the Company
issued 2,500,000 shares of common stock to Algonquin in exchange for forgiveness of debt owed by the Company to Joseph Arcaro.
On
October 2, 2019, the Company’s board of directors authorized a reverse one-for-one hundred (1-for-100) split of the common stock
(the “Reverse Split”). The Reverse Split had no effect on the number of authorized shares of common stock or the authorized
or issued and outstanding preferred stock. On October 25, 2019, the Company filed a notification of the Reverse Split with FINRA. After
completion of review by FINRA, on December 11, 2019, the outstanding shares of common stock decreased to 3,628,185 shares.
On
May 8, 2020, the Company’s board of directors approved, by unanimous consent in lieu of meeting, to change the Company’s
fiscal year end from June 30 to December 31.
On
June 1, 2020, the Company entered into a share exchange agreement with Plural Capital Company Limited (“Plural”) and the
Company’s CEO then, Mr. Liu Zhongkuo, pursuant to which the Company issued 10,000,000 shares of common stock in exchange for Mr.
Liu’s 75% equity ownership in Plural. Following this transaction, the Company became the 75% equity holder in Plural. This transaction
was structured as a tax-free reorganization.
On
October 19, 2020, the Company entered into a second share exchange agreement with Plural and Mr. Liu pursuant to which the Company issued
300,000 shares of common stock in exchange for Mr. Liu’s remaining 25% equity ownership in Plural. Following this transaction,
Plural became a wholly owned subsidiary of the Company.
Plural
was a financial services firm based in Hong Kong which specialized in providing financial advisory services on matters ranging from financial
investment to mergers and acquisitions.
On
November 15, 2021, Mr. Zhongkuo Liu unexpectedly passed away in a car accident.
On
December 10, 2021, the Company’s board of directors approved, by unanimous consent in lieu of meeting, to change its name to Omega
International Group, Inc. and its trading symbol. On January 03, 2022, the Company filed a Certificate of Amendment with Nevada Secretary
of State to amend the name of the Company to Omega International Group, Inc.
On
July 12, 2022, the Company entered into a share exchange agreement with Wombat Australia Holdings Pty Ltd (“Wombat”), pursuant
to which the Company issued 2,000,000 shares of common stock in exchange for 100 % equity ownership in Wombat (the “Acquisition”).
Following the Acquisition, the Company became the 100% equity holder in Wombat. The Acquisition was structured as a tax-free reorganization.
Wombat
is an Australian company based in Sydney, Australia.
On
July 27, 2022, the Company’s board of directors and the majority shareholder approved and authorized the divestiture of its subsidiary
Plural, due to the fact that Plural had no business activities since December 31, 2021. Plural was subsequently dissolved on October
20, 2023.
On
January 13, 2022, the Company filed an application with FINRA for the change of company name to Omega International Group, Inc. and its
trading symbol accordingly. On October 15, 2024, the Company decided to withdraw its name and trading symbol change application with
FINRA, and the Company’s board of directors approved, by unanimous consent in lieu of meeting, to change its name back to Holistic
Asset Finance Group Co., Ltd. and maintain its current trading symbol “HAFG.” On October 23, 2024, the Company filed a Certificate
of Amendment with Nevada Secretary of State to amend the name of the Company to Holistic Asset Finance Group Co., Ltd.
As
of the date of this Registration Statement, we have one subsidiary, Wombat.
Our
Products and Services
Video
production and social media digital marketing
Short
video production and digital marketing have become a core component of our operations in the past two years. For the years ended December
31, 2024 and 2023, our video production and social media digital marketing services generated revenues of $96,618 and $103,471, respectively,
accounting for 94% and 86% of our total revenues.
Although
still in its early stages, our video production and social media digital marketing services have garnered initial success and have assisted
clients in quickly accumulating views, followers and likes.
We
currently primarily offer short video production and digital marketing services in Singapore and Taiwan and are expanding to other Asian
markets. We provide comprehensive short video solutions, covering content planning, production, and post-editing, with the goal of assisting
brands in increasing visibility on digital platforms such as TikTok, Instagram Reels, and YouTube Shorts. As short videos have become
a key form of digital communication, we focus on providing our clients with effective marketing tools that align with current market
demands.
We
focus on understanding market trends and consumer behaviors and customizing short video marketing strategies based on specific client
needs. By combining creativity and data analysis, including user demographics, geographic location, viewing patterns, and engagement
metrics from our platforms, we leverage major short video platforms to help brands enhance their visibility on digital media. We continue
to develop our expertise in short video production and aim to strengthen our service influence in Asian markets.
Sale
of Australian-branded nutrition, health, and wellness products
Under
this business vertical, our Company, through the Taiwan branch of Wombat, carefully select and import premium health, nutrition, and
wellness products from Australia, tailored to meet the specific needs of our clients in the Taiwan market. Our product portfolio currently
includes organic superfoods, propolis honey sprays, acai and bilberry supplements, vitamin and mineral soft gels, probiotics, and chewable
fish oil. For the years ended December 31, 2024 and 2023, this business line generated revenues of $6,559 and $17,251, respectively,
accounting for 6% and 14% of our total revenues.
We
have established stable partnerships with our suppliers such as EXCELSIOR BEAUTY CO., LTD, and GTG Tech Limited.
EXCELSIOR BEAUTY CO., LTD, established in 2012, develops and sells high-quality wellness products and beauty and skincare products.
GTG Tech Limited is a distribution agent for several well-known Australian brands, including Charenda, Livinglean, and GLOBAL
NATURE. By fostering stable partnerships with our suppliers, we strive to guarantee stability in our supply chain for wellness
products, mitigate potential disruptions, and enhance our ability to meet future demand. As of the date of this prospectus, we have
not entered into an agreement with EXCELSIOR BEAUTY CO., LTD or GTG Tech Limited and have instead been procuring products from them
by placing purchase orders.
In
this vertical, our efforts are focused on expanding market reach, strengthening brand recognition, and leveraging diverse distribution
channels to seek effective product penetration across Taiwan.
Customers
In
the year ended December 31, 2024, two related party customers accounted for 53% and 20% of the Company’s revenues, respectively.
In
the year ended December 31, 2023, three third-party customers and one related party customer accounted for 27%, 13%, 12% and 30% of the
Company’s revenues, respectively.
For
Digital Marketing and Video Production services, our customers are companies in Singapore and Taiwan.
For
Sale of Wellness Products, our customers are individuals and companies in Taiwan who purchase from e-commerce platforms such as Shopee
and through group buying activities organized by third party small businesses or individuals.
Suppliers
In
the year ended December 31, 2024, one third-party supplier accounted for 82% of the Company’s purchases.
In
the year ended December 31, 2023, two third-party suppliers accounted for 52% and 48% of the Company’s purchases, respectively.
For
Digital Marketing and Video Production services, we produce short videos and other services in house.
For
Sale of Wellness Products, our primary supplier was EXCELSIOR BEAUTY CO., LTD for the year ended December 31, 2024, who accounted for
82% of the Company’s purchases during this period.
Sales
and Marketing
Our
sales process is centered around flexibility and meeting customer demands.
Digital
Marketing and Video Production: Our sales strategy begins with understanding customer needs. By closely following market trends
and consumer preferences, we adjust our product offerings to meet changing demands. We leverage social media data to analyze user engagement
metrics like location, age, gender, and viewing patterns, helping us tailor content and promotions. We also track feedback and adjust
our strategies accordingly. Additionally, instead of relying solely on influencers or key opinion leaders, we focus on the brand itself.
Our marketing strategies emphasize building and promoting the core values of the brand, with campaigns that align with the brand’s
identity, creating a longer-lasting impact on targeted audiences.
Wellness
Products Sale: We utilize both online and offline sales channels to provide consumers with a convenient shopping experience. Online
platforms include e-commerce websites such as Shopee, while offline efforts focus on group-buying activities to expand market reach.
We conduct regular follow-ups with group-buying customers to gather insights, ensuring our products and marketing meet their needs. Furthermore,
we use a more conversational and lifestyle-oriented approach to introduce products, helping consumers easily understand our product features
and value. By highlighting how products integrate into everyday life, we make it easier for consumers to see the benefits in a clear
and relatable way.
Competition
and Our Market Opportunities
The
markets where we operate, namely the digital marketing and short video production sector and the health and wellness industry, are intensely
competitive.
In
the digital marketing and short video space, competition is characterized by rapid technological advancements, creative content strategies,
and the ability to quickly adapt to ever-changing platform trends. In this market, the Company competes with digital marketing agencies
and production houses that offer similar services. However, most competitors treat short video production as a secondary service, whereas
the Company specializes in this area, giving us a competitive edge in terms of expertise and focus. We are dedicated to developing a
simple and efficient process aimed at better reaching and serving more customers. We believe the short video market presents significant
growth opportunities.
In
the health and wellness space, competition is driven by consumer awareness of health trends, strict regulatory standards, and the constant
need for product innovation. Larger multinational companies dominate the global market, but smaller niche players also pose a strong
presence due to their ability to target specific consumer segments. In this sector, the Company faces direct competition from other distributors
who also import similar products, particularly from Australia. In Taiwan, several competitors provide similar offerings, with differentiation
mainly occurring in branding and pricing strategies. Although our revenue from this business line was limited in 2024 and 2023, we believe
we are well-positioned in Taiwan’s health product sector, based on our strong partnerships with Australian suppliers, our ability
to respond quickly to changing consumer demands, and a deep understanding of the Taiwan market. Additionally, we believe health foods
from Australia have significant appeal and a strong user base in the Asian market but require time and advertising investment to build
brand recognition. We believe our expertise and experience enable us to bridge this gap.
Competitive
Strengths
We
believe we have the following competitive strengths:
| |
● |
Customer-Centric
Flexibility |
The
Company focuses on understanding and adapting to the unique needs of each customer. This flexible approach allows our business to offer
tailored solutions, ensuring client satisfaction and product relevance in rapidly changing markets. By customizing product offerings
and marketing strategies based on specific customer needs, the Company’s adaptable and flexible approach fosters customer loyalty
and repeat business.
| |
● |
Deep
Understanding of Taiwan and other Asian Markets |
We
have a profound knowledge of consumer behaviors, regulatory environments, and market trends in Taiwan and broader Asia. This regional
insight is crucial for crafting effective sales and marketing strategies, and enables the Company to introduce products and services
that align with the preferences and demands of the market, giving us a competitive advantage over foreign competitors who may lack this
in-depth understanding.
| |
● |
Integrated
Marketing Strategies |
The
Company employs a holistic marketing approach that combines content marketing, digital advertising, and brand-building initiatives, with
an emphasis on brand identity over reliance on influencer marketing. We believe, by focusing on the long-term development of brand image
and resonance with consumers, our marketing strategies and services will help create more sustainable marketing outcomes for both our
video production clients and the Australian health brands we sell.
Growth
Strategies
We
plan to pursue growth through the following strategies:
| |
● |
Internal
Resource Optimization |
The
Company prioritizes optimizing its existing resources and capabilities to enhance operational efficiency and competitiveness. The Company
aims to increase internal efficiency and deepen its presence in existing markets by continuously optimizing its internal process.
The
Company focuses on driving growth through improved market positioning and optimized marketing strategies. The Company plans to continuously
monitor market trends and consumer needs, adjusting its marketing approach to ensure that its products and services align with consumer
expectations, thereby boosting brand influence.
Seasonality
Our
operations have not been significantly impacted by seasonal changes. However, there are specific times when we see a notable increase
in demand, particularly during traditional holidays and promotional events. For example, during broadly celebrated holidays such as the
Lunar New Year and Dragon Boat Festival, consumer spending tends to rise, driving higher sales for our business. These periods align
with cultural norms where gifting and celebratory purchases are common. Additionally, promotional periods like end-of-year sales, Mid-Autumn
Festival promotions, and other retail-driven events generate higher traffic and transaction volumes. Our marketing efforts are often
focused around these times to maximize visibility and capitalize on increased consumer activity.
Intellectual
Property
We
do not have any intellectual property.
Employees
and Human Capital
As
of December 31, 2024, we had 5 full-time employees. The following table sets forth the number of our full-time employees as of December
31, 2024.
| Function |
|
Number
of Employees |
| Director |
|
2 |
| Senior
Management |
|
1 |
| Finance |
|
1 |
| Operations |
|
1 |
| Total |
|
5 |
As
of December 31, 2024, we had 1 employee in Australia, 1 employee in China and 3 employees in Taiwan.
We
believe we adhere to local labor laws in Taiwan, China and Australia, and we have a good relationship with our employees.
Regulations
Advertising
in Singapore is regulated by various authorities to ensure fair practices and protect consumers. The primary regulators include the Advertising
Standards Authority of Singapore (ASAS), which is a self-regulatory body, and government agencies such as the Infocomm Media Development
Authority (IMDA) and the Health Sciences Authority (HSA). Key regulations for advertising services in Singapore include: (1) Truth in
Advertising: Advertisements must be truthful, accurate, and not misleading. False or exaggerated claims, especially related to health
products, financial services, or environmental impact, can result in penalties. Advertising that misleads consumers through false or
deceptive means is prohibited by the Singapore Code of Advertising Practice (SCAP), which is enforced by ASAS. (2) Intellectual Property:
Advertisers must ensure that their advertisements do not infringe on intellectual property rights, such as copyrights, trademarks, or
patents. All advertisements should respect the intellectual property rights of third parties, and the use of protected content requires
permission from the rights holders. (3) Cultural Sensitivity: Advertisements must comply with Singapore’s standards of decency
and cultural sensitivities. Content that is deemed offensive to public morals, including violence, indecent content, racial/ethnic discrimination,
or any material that contravenes Singapore’s strict laws on public order, is prohibited. (4) Digital Advertising: Online advertising
is subject to the same regulations as traditional media. Digital advertising platforms must comply with the Personal Data Protection
Act (PDPA), which regulates the collection, use, and disclosure of personal data. Advertisers must ensure they do not breach privacy
laws and must seek consent from consumers when using personal data.
Advertising
in Taiwan is regulated primarily by the Fair Trade Commission (FTC) and the National Communications Commission (NCC). Key regulations
for advertising services include: (i) Truth in Advertising. Advertisements must be truthful and not misleading. False or exaggerated
claims, especially in relation to health products, financial services, or environmental impact, can lead to penalties. (ii) Intellectual
Property. Advertisers must ensure that they do not infringe on copyrights, trademarks, or other intellectual property rights in their
advertisements. (iii) Cultural Sensitivity: Advertisements must comply with Taiwan’s standards of decency and avoid content that
might be offensive to public morals, including violence, indecent content, or racial/ethnic discrimination. (iv) Digital Advertising.
Online advertisements are subject to the same regulations as traditional media, and must also comply with data privacy laws, including
the Personal Data Protection Act.
The
sale of imported dietary supplements in Taiwan is regulated by several government agencies, primarily the Taiwan Food and Drug Administration
(TFDA) under the Ministry of Health and Welfare (MOHW). Key regulatory requirements include: (i) Registration and Licensing. Imported
supplements must be registered with the TFDA. This includes providing detailed information about the product’s ingredients, manufacturing
process, and safety data. (ii) Labeling. All supplement products must comply with Taiwan’s strict labeling requirements. Labels
must be written in Traditional Chinese and include the product name, ingredients, nutritional information, manufacturer details, and
country of origin. (iii) Safety Standards. The ingredients in supplements must adhere to Taiwan’s food safety laws, and products
must be tested for contaminants such as heavy metals, pesticides, and microbial contamination. (iv) Health Claims. Health claims made
on supplement packaging and advertising must be substantiated and compliant with Taiwan’s regulations. Unsupported or exaggerated
health claims are strictly prohibited. (v) Customs Clearance. Imported supplements must go through customs clearance and provide certificates
of analysis, proof of country of origin, and relevant health certifications.
Item
1A. Risk Factors
An
investment in our common stock involves a high degree of risk. Before making an investment decision, you should give careful consideration
to the following risk factors, in addition to the other information included in this Registration Statement, including our financial
statements and related notes, before deciding whether to invest in shares of our common stock. The occurrence of any of the adverse developments
described in the following risk factors could materially and adversely harm our business, financial condition, results of operations
or prospects. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.
General
Business Risks
We
have a limited operational history.
We
have a limited history upon which an evaluation of our prospects and future performance can be made. Our operations are subject to all
business risks associated with new enterprises. The likelihood of our success must be considered in light of the problems, expenses,
difficulties, complications, and delays frequently encountered in connection with a new business operation, and the continued development
of a corresponding customer base. There is a possibility that we could sustain losses in the future, and there are no assurances that
we will ever operate profitably.
If
we do not generate sufficient cash flow from operations, we may not be able to fund our development efforts or fulfill our future obligations.
Our
ability to generate sufficient cash flow from operations to fund our operations and business development efforts, including the payment
of our other obligations, depends on a range of economic, competitive and business factors, many of which are outside of our control.
We cannot assure you that our business will ever generate sufficient cash flow from operations, or that we will be able to raise equity
or debt financings when needed or desirable. An inability to fund our operations would have a material adverse effect on our business,
financial condition and results of operations.
Due
to the Company’s accumulated deficit, net losses from operations for the years ended December 31, 2024 and 2023, and a working
capital deficit as of December 31, 2024, there is substantial doubt about the Company’s ability to continue as a going concern.
As
reflected in the accompanying financial statements, the Company had a net loss of $182,307 and $1,717 for the years ended December 31,
2024 and 2023, had an accumulated deficit of $71,038,015 and $70,855,708 as of December 31, 2024 and 2023, and had net current liability
position of $228,592 and $81,219 as of December 31, 2024 and 2023, respectively.
These
conditions raised substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to
continue as a going concern will require the Company to obtain additional financing to fund its operations. In assessing the going concern,
the Company’s board of directors has considered:
| ● | Additional
equity financing from major shareholders or financial support from the Company's related parties. |
| ● | Based
on the business plans of the Company, the management is actively developing new business that will generate revenue and cash inflows
to the Company. |
The
board of directors believes the Company has adequate financial resources to continue in operational existence for at least 12 months
from the issuance date of the financial statements. Accordingly, the going concern basis of accounting continues to be used in the preparation
of the consolidated financial statements for the years ended December 31, 2024 and 2023.
To
continue as a going concern, we are required to seek additional capital through various financing sources, including the sale of our
equity and debt securities to investors and related parties, but there can be no guarantees that such funds will be available on commercially
reasonable terms, if at all. If we are unable to raise additional capital, execute our business plans, increase sales or reduce expenses,
we will be unable to continue to fund our operations, realize value from our assets, and discharge our liabilities in the normal course
of business. If we become unable to continue as a going concern, we could have to liquidate our assets, and potentially realize significantly
less than the values at which they are carried on our financial statements, and investors could lose all or part of their investment
in our common stock.
We
depend on a limited number of customers for a large portion of our revenues.
We
consider our major customers in each period to be those customers that accounted for more than 10% of overall revenues in such period.
In the year ended December 31, 2024, two related party customers accounted for 53% and 20% of the Company’s revenues, respectively.
In the year ended December 31, 2023, three third-party customers and one related party customer accounted for 27%, 13%, 12% and 30% of
the Company’s revenues, respectively. See also “—We have engaged in transactions with related parties, and such
transactions present possible conflicts of interest that could have an adverse effect on our business and results of operations. Additionally,
we rely on financial support from related parties to fund our operations” below.
We
expect that a significant portion of our revenues will continue to be derived from a small number of customers and that the percentage
of revenues represented by these customers may increase. As a result, changes in the strategies of our customers may reduce our revenues.
The loss of such sales could have an adverse effect on our business, financial condition and results of operations.
We
face and will continue to face intense competition.
In
the digital marketing space, short video content is increasingly integral to any comprehensive digital strategy. Consumers today favor
authentic, organic content over highly-produced, commercial ads. As such, social media content must entertain to engage audiences. As
the use of short videos continues to grow in popularity, competition in this segment is expected to intensify. Numerous media, advertising
firms, and new ventures recognize the revenue potential from influencers and content creators, creating a competitive landscape. Our
competitors in this field include both established market players and new entrants looking to capture market share. Market shares are
subject to change for various reasons, including through consolidation of our competitors through processes such as mergers and acquisitions,
which could have the effect of reducing our revenue. Our competitors may develop products, technology or services that are equal or superior
to those we provide or that achieve greater market acceptance and brand recognition than we achieve. It is also possible that new competitors
may emerge and rapidly acquire significant market share. Many of these competitors possess greater technical, human and other resources
than we do, and we may lack sufficient financial or other resources to maintain or improve competitive position. Additionally, an increased
level of competition for advertising dollars may lead to lower advertising rates as we attempt to retain customers or may cause us to
lose customers to our competitors who offer lower rates that we are unable or unwilling to match.
The
health product space in which we operate—primarily premium health, nutrition, and wellness products—is highly competitive.
The products we import to sell compete with both well-known global health brands and private-label store products. These products’
manufacturers and retailers generally have significant financial, marketing, and operational resources. Additionally, our market share
and revenue growth could be negatively affected if we fail to identify and introduce innovative products that meet evolving consumer
demands or adequately respond to new product launches by competitors.
If
our efforts to attract prospective customers and to retain existing customers and users of our products or services are not satisfied,
our growth prospects and revenue will be adversely affected.
Our
ability to grow our business and our ability to generate sustained revenue depends on retaining, expanding, and effectively monetizing
our customer base. Our ability to attract new customers and retain existing customers is in large part on our ability to continue to
offer high-quality products and compelling curated short video and other digital advertising content.
Our
Company operates in two distinct industries, requiring specialized expertise from management, which may pose operational and strategic
challenges.
Our
business operates in two distinct industries—short video production and digital marketing and the health products sector—each
of which requires specialized knowledge, expertise, and operational strategies. Managing these diverse business lines presents unique
challenges that could impact our ability to execute our business plans effectively, respond to industry-specific risks, and achieve sustainable
growth.
Each
of our business segments requires deep industry knowledge, strategic insight, and operational expertise. The short video production and
digital marketing business demands a strong understanding of digital trends, content creation, and consumer engagement strategies. In
contrast, the health products sector involves supply chain management, regulatory compliance, product efficacy, and consumer trust. Given
the highly specialized nature of both industries, there is a risk that our management team may lack the necessary depth of expertise
in one or both sectors, which could lead to strategic missteps, ineffective oversight, or missed business opportunities.
Additionally,
operating in two separate industries requires our leadership to divide attention and allocate resources between business lines that have
different operational needs, market dynamics, and competitive landscapes. This division of focus may lead to inefficiencies in execution,
reduced responsiveness to market trends, and potential neglect of critical business functions in one or both industries. As a result,
we may struggle to achieve optimal performance in either segment, thereby limiting our growth potential and financial success.
Further,
each of our business lines is subject to different regulatory frameworks. Digital marketing is governed by evolving data privacy laws,
advertising regulations, and platform policies, while the health product sector is subject to product safety regulations, labeling requirements,
and import/export compliance. Ensuring compliance across both industries requires specialized legal and regulatory expertise. If we fail
to meet the distinct compliance requirements of either industry, we may be subject to fines, legal actions, or reputational damage, which
could materially impact our business.
Moreover,
the distinct nature of our business lines may make it more difficult for investors and analysts to evaluate our overall business performance
and growth potential. The distinct nature of our business lines presents operational, strategic, and financial challenges that require
a high level of industry-specific expertise, effective resource allocation, and strong leadership. If we fail to successfully navigate
these complexities, our business performance, market position, and overall financial health may be adversely affected.
We
have engaged in transactions with related parties, and such transactions present possible conflicts of interest that could have an adverse
effect on our business and results of operations. Additionally, we rely on financial support from related parties to fund our operations.
For
the year ended December 31, 2024, two related party customers accounted for 53% and 20% of the Company’s revenues, respectively.
For the year ended December 31, 2023, one related party customer accounted for 30% of the Company’s revenues. Additionally, we
rely on financial support from related parties to fund our operations. As of December 31, 2024 and 2023, we owed $187,311 and $92,061,
respectively, to related parties, which amounts are due on demand, interest-free and unsecured. For detailed information on our transactions
with related parties, please see “Item 7. Certain Relationships and Related Transactions, and Director Independence.”
We
believe the terms obtained or consideration that we paid or received, as applicable, in connection with these transactions were
comparable to or better than terms available or the amounts that would be paid or received, as applicable, in arm’s-length transactions.
We
may in the future enter into additional transactions with our officers, directors or principal shareholders, or entities controlled by
them. Such transactions present potential for conflicts of interest, as the interests of these parties may not align with the interests
of the Company and our unaffiliated shareholders with respect to the negotiation, performance, or exercise of contractual remedies under
these transactions, such as for events of default.
If
these parties decide to discontinue their financial assistance, demand repayment of outstanding amounts, or are unable to provide additional
funding due to their own financial constraints, we may face significant liquidity challenges. In such a scenario, we may need to seek
alternative financing sources, which may not be available on favorable terms, or at all.
We
depend on a limited number of suppliers.
While
we produce short videos and digital marketing services in house, we rely on a limited number of suppliers for the sale of wellness products.
In the year ended December 31, 2024, one third-party supplier accounted for 82% of the Company’s purchases. In the year ended December
31, 2023, two third-party suppliers accounted for 52% and 48% of the Company’s purchases, respectively. Any disruption in our supply
chain, whether due to supplier financial instability, production delays, capacity constraints, regulatory compliance issues, trade restrictions,
geopolitical tensions, or unforeseen events such as natural disasters or pandemics, could impact our ability to procure necessary merchandise
in a timely and cost-effective manner. The loss of a key supplier, or a significant deterioration in our commercial terms, could result
in increased costs, delays in production or service delivery, and potential revenue loss. While we seek to mitigate these risks through
supplier diversification, we may not always be able to secure alternative sources on favorable terms or without operational disruptions.
Our
results of operations may be adversely affected by changes in foreign currency exchange rates and other risks inherent to international
operations.
Our
business may also become exposed to more adverse economic, regulatory, and other conditions in the international areas to which we market
and sell our services and products now or in the future, compared to those in the U.S. For example, our future international operations
may result in exposure to more frequent or unexpected changes in the regulatory environments; more economic volatility; higher rates
of inflation; or higher political instability, compared to the U.S. Furthermore, our international operations may expose us to higher
consolidated income tax rates, import and export restrictions and tariffs, and potentially adverse changes in trade agreements between
foreign countries where we market and sell our services and products now or in the future.
We
primarily operate in Australia and Taiwan, which exposes us to the effects of fluctuations in currency exchange rates. We earn revenue
denominated in Australian dollar. Fluctuations in the exchange rates between New Taiwan Dollar and Australian Dollar could increase expenses
and reduce revenue compared to a stable exchange rate environment. As we expand to other Asian markets such as Singapore, we are increasingly
subject to currency exchange fluctuations across multiple currencies. We cannot assure you that future movements in foreign currency
exchange rates will not have a material adverse effect on our results of operations.
Risks
Related to Our Digital Marketing and Video Production Business
Our
customers rely, and are expected to continue to rely, on third-party media platforms such as YouTube and TikTok to place short videos
made by us, and any failure, disruptions of or interferences with the use of such streaming services could disrupt the availability and
production of our short videos and adversely affect our business, financial condition, results of operations and prospects.
Our
short video business in part depends on the commercial success and stable supply of third-party media channels, such as YouTube, and
TikTok, through which we may help our clients place custom-made short videos. Our short videos’ market acceptance also depends
on our ability to predict which channels and platforms will be successful with the customer, as well as on our ability to develop commercially
successful content and distribute it on these platforms. A channel or platform may not succeed as expected or new channels or platforms
may take market share and consumers away from platforms for which we have devoted significant resources. If demand for the channels or
platforms for which we are developing and producing our content on is lower than our expectations, we may be unable to fully recover
the investments we have made, and our financial performance may be negatively impacted. Alternatively, a channel or platform for which
we have not devoted significant resources could be more successful than we initially anticipated, causing us to not be able to take advantage
of meaningful revenue opportunities.
The
industry is rapidly evolving, and changes in trends and consumer preferences could negatively impact our business.
The
digital marketing and short video production industries are highly dynamic and subject to frequent changes in consumer preferences, platform
algorithms, and content consumption patterns. Failure to adapt to these changes could negatively impact our ability to attract and retain
clients, reducing our revenue and growth potential.
Difficulties
in monetization and pricing strategies may affect our profitability.
Successfully
monetizing short video content and digital marketing services depends on factors such as client budgets, return on investment (ROI) expectations,
and shifting advertising trends. If we fail to develop effective pricing strategies or demonstrate value to our clients, our revenue
and profitability would suffer.
Fluctuations
in advertising budgets could lead to revenue declines.
Our
revenue depends on businesses allocating budgets for digital marketing. Economic downturns, industry slowdowns, or changes in corporate
advertising strategies could lead to reduced spending on digital marketing services, negatively affecting our financial performance.
Intellectual
property risks and content ownership disputes may expose us to legal liabilities.
Content
creation involves intellectual property rights, including licensing, copyright, and potential claims of infringement. Disputes over content
ownership, unauthorized use of copyrighted materials, or failure to obtain proper licenses could lead to legal liabilities and financial
losses.
Our
success depends on attracting and retaining skilled talent and content creators.
The
quality and success of our services depend on the creativity and expertise of our team, including video editors and marketers. Difficulty
in attracting, training, and retaining skilled professionals could limit our ability to produce high-quality content and meet client
expectations.
The
risk of reputational damage from controversial content could harm our business.
The
digital marketing space is prone to public scrutiny, and any content deemed inappropriate, misleading, or offensive could harm our brand
reputation and result in client or audience backlash. Negative publicity could impact our business relationships and financial results.
Cybersecurity
threats and technological disruptions could negatively impact our operations.
Our
business relies on digital platforms, cloud storage, and software tools for content creation and marketing. Cybersecurity breaches, data
leaks, or technological failures could disrupt operations, lead to data loss, and harm our business reputation and financial stability.
Regulatory
uncertainty in digital marketing and online advertising may affect our business model.
Governments
worldwide are increasing regulations on digital marketing and online content. Future regulations, such as disclosure requirements for
sponsored content, restrictions on targeted advertising, or bans on certain marketing practices, could impact our business model and
profitability.
Risks
Related to Our Wellness Products Sale Business
Disruption
of our supply chain could adversely affect our business.
Damage
or disruption to product supplies by our suppliers or our distribution capabilities due to weather, natural disaster, fire, terrorism,
cyber-attack, pandemics (such as the COVID-19 pandemic), war, governmental restrictions or mandates, labor shortages, import/export
restrictions, or other factors could impair our ability to import and sell products. Our suppliers’ policies and practices can
affect our reputation and the quality and safety of our products. Any disputes with significant suppliers, including disputes regarding
pricing or performance, could adversely affect our ability to supply products to our customers and could materially and adversely affect
our sales, financial condition, and results of operations. Failure to take adequate steps to mitigate the likelihood or potential negative
impact of such events, or to effectively manage such events if they occur, could adversely affect our business and results of operations,
as well as require additional resources to restore our supply chain.
Additionally,
short-term or sustained increases in consumer demand at our customers may exceed our supply chain capacity or otherwise strain our
supply chain. Our failure to meet the demand for products we sell could adversely affect our business and results of operations.
If
our products become contaminated, misbranded, or mislabeled, we might need to recall those items and may experience product liability
claims if consumers are injured.
We
may need to recall some of the products we sell if they become contaminated, misbranded, or mislabeled. A product recall could result
in significant losses due to our small size, the destruction of product inventory, and lost sales due to the unavailability of products
for a period of time. We could also suffer losses from a significant product liability judgment against us although we can seek indemnification
from manufacturers. A significant product recall or product liability case could also result in adverse publicity, damage to our reputation,
and a loss of consumer confidence in products we sell, which could have an adverse effect on our business results and the value of our
brands.
Litigation
concerning food quality, health, employee conduct and other issues could require us to incur additional liabilities.
Companies
in the food product industry have from time to time faced lawsuits alleging that a customer suffered illness, including actions seeking
damages resulting from food-borne illness and relating to lack of notices with respect to chemicals contained in food products provided
by these companies. To date, we are not aware of any lawsuit asserting such a claim or any other claim regarding product safety
or integrity and/or consumer claims. We currently have insurance coverage for product liability issues. However, we cannot
assure you that such a lawsuit will not be filed against us and/or how such claims, if and when brought against us, will affect our reputation.
Claims for products liability could be substantial and a successful claim for products liability could have a material adverse effect
on the Company, its results of operations and liquidity.
Risks
Related to Ownership of Our Securities
The
Company’s shares of common stock are traded on the OTC Markets, Inc. Pink Tier.
Our
common stock trades on the OTC Pink Sheet Market. There can be no assurance that there will be a liquid trading market for the Company’s
common stock. In the event that a liquid trading market commences, there can be no assurance as to the market price of the Company’s
shares of common stock, whether any trading market will provide liquidity to investors, or whether any trading market will be sustained.
The
application of the “penny stock” rules could adversely affect the market price of our common stock and increase your transaction
costs to sell those shares.
The
SEC adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined)
less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. If the trading price
of our common stock falls below $5.00 per share, the open-market trading of our common stock is subject to the penny stock rules,
which imposes additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited
investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or
individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny
stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized
risk disclosure document in a form prepared by the SEC, which provides information about penny stocks and the nature and level of risks
in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value
of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation
information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer
in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in
a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny
stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure
requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these
penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe
the penny stock rules discourage investor interest in and limit the marketability of our common stock.
FINRA
sales practice requirements may also limit a stockholder’s ability to buy and sell our common stock.
In
addition to the “penny stock” rules described above, FINRA adopted rules that require that in recommending an investment
to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to
recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain
information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations
of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least
some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock,
which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.
Stockholders
should have no expectation of any dividends.
The
holders of our common stock are entitled to receive dividends when, as and if declared by the Board of Directors out of funds legally
available therefore. The Board of Directors does not intend to declare any dividends in the foreseeable future, but instead intends
to retain all earnings, if any, for use in our business operations.
Huang
Huei-Ching owns 37,500,000 shares of common stock and all shares of the Series L preferred stock of the Company, representing approximately
96.69% of the voting power of the Company, and thus is in a position to control most actions requiring stockholder vote.
As
of the date of this Registration Statement, the Company has 70,928,185 shares of common stock, 2,083,333 shares of Series A Preferred,
and 1,000 shares of Series L Preferred issued and outstanding. Holders of common stock and Series A Preferred are entitled to one (1)
vote per share. Holders of Series L Preferred are entitled to 1,000,000 votes per share.
Huang
Huei-Ching beneficially owns 37,500,000 shares of common stock and all shares of the Series L preferred stock of the Company, representing
approximately 96.69% of the voting power of the Company. As such, Ms. Huang Huei-Ching will be able to control the management and affairs
of our Company and most matters requiring shareholder approval, including the election of directors, approval of significant corporate
transactions, and amending our articles of incorporation and bylaws. Her interests may not be the same as or may even conflict with other
shareholders’ interests. For example, she could attempt to delay or prevent a change in control of us, even if such change in control
would benefit our other shareholders, which could deprive our shareholders of an opportunity to receive a premium for their shares of
common stock as part of a sale of us or our assets, and might affect the prevailing market price of our common stock due to investors’
perceptions that conflicts of interest may exist or arise. As a result, this concentration of voting power may not be in the best interests
of our other shareholders.
Additionally,
the Series L Preferred have a liquidation preference junior to the Series A Preferred but senior to the common stock, have no redemption
rights and are not convertible into common stock. The Series L Preferred also has certain protective rights: While the Series L Preferred
is outstanding, the Company shall not, without first obtaining the approval of a majority outstanding shares of the Series L Preferred:
| |
(a) |
Increase
or decrease the total number of authorized shares of the Series L Preferred; |
| |
(b) |
Effect
an exchange, reclassification, or cancellation of all or a part of the Series L Preferred, but excluding a stock split or reverse
stock split of the Company’s common stock or Series A Preferred; |
| |
(c) |
Effect
an exchange or create a right of exchange of all or part of the shares of another class or other securities into shares of Series
L Preferred; or |
| |
(d) |
Alter
or change the rights, preferences or privileges of the shares of the Series L Preferred so as to affect adversely the shares of such
series, including the rights set forth in the Designation for the Series L Preferred. |
Certain
provisions in our articles of incorporation and by-laws, and of Nevada law, may prevent or delay an acquisition of our Company, which
could decrease the trading price of our common stock.
Our
articles of incorporation, by-laws and Nevada law contain provisions that are intended to deter coercive takeover practices and inadequate
takeover bids by making such practices or bids unacceptably expensive to the raider and to encourage prospective acquirers to negotiate
with our board of directors rather than to attempt a hostile takeover. These provisions include, among others:
| |
● |
rules regarding
how stockholders may present proposals or nominate directors for election at stockholder meetings; |
| |
● |
the
right of our board to issue preferred stock without stockholder approval; and |
| |
● |
the
ability of our directors, and not stockholders, to fill vacancies on our board of directors. |
Future
sales and issuances of our common stock or could result in additional dilution of the percentage ownership of our stockholders and could
cause our share price to fall.
We
expect that additional capital will be needed in the future to execute our business strategies. To the extent we raise capital by issuing
equity securities, our stockholders may experience substantial dilution. We may sell common stock, convertible securities or other equity
securities in one or more transactions at prices and in a manner we determine from time to time. If we sell common stock, convertible
securities or other equity securities in more than one transaction, investors may be materially diluted by subsequent sales. Such sales
may also result in material dilution to our existing stockholders, and new investors could gain rights superior to our existing stockholders.
We
are a smaller reporting company, and the Company takes advantage of certain exemptions from disclosure requirements available to smaller
reporting companies. This could make the securities of the Company less attractive to investors and may make it more difficult to compare
the Company’s performance with other public companies.
We
are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage
of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. The
Company will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of the Company’s
common stock held by non-affiliates equals or exceeds $250 million as of the end of the prior June 30th, or (2) the Company’s annual
revenues equaled or exceeded $100 million during such completed fiscal year and the market value of the Company’s common stock
held by non-affiliates exceeds $700 million as of the prior June 30th. To the extent the Company takes advantage of such reduced disclosure
obligations, it may also make comparison of the Company’s financial statements with other public companies difficult.
We
may be at risk of securities class action litigation.
We
may be at risk of securities class action litigation. In the past, small-cap issuers have experienced significant stock price volatility.
If we face such litigation, it could result in substantial costs and a diversion of management’s attention and resources, which
could harm our business and results in a decline in the market price of our common stock.
General
Risk Factors
The
COVID-19 pandemic or the widespread outbreak of any other communicable disease could materially and adversely affect our business, financial
condition and results of operations.
Health
pandemics, such as COVID-19, may significantly disrupt our business operations and adversely affect our financial condition. In the event
of a pandemic, government-mandated restrictions, supply chain disruptions, labor shortages, and decreased consumer spending could impair
our ability to source and distribute products, meet customer demand, and maintain normal business functions. Additionally, increased
health and safety costs, combined with potential delays in launching new products or executing marketing campaigns, may lead to a decline
in revenue and profitability. Extended periods of economic uncertainty or reduced consumer confidence resulting from a health crisis
could further exacerbate these challenges, potentially impacting our long-term growth. Moreover, future pandemics could have unforeseen
consequences, including disruptions to the global economy, changes in regulatory requirements, or shifts in consumer behavior, all of
which could have material adverse effects on our business.
Item
2. Financial Information
Our
consolidated financial statements, together with the report of independent registered public accounting firm, appear at Item 15 of this
Registration Statement for the years ended December 31, 2024 and 2023.
Management’s
Discussion and Analysis of Financial Condition and Results of Operations
The
following discussion and analysis should be read in conjunction with our consolidated financial statements and the notes to those financial
statements that are included elsewhere in this Registration Statement. Our discussion includes forward-looking statements based upon
current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results
and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of
factors, including those set forth under the “Risk Factors”, “Forward-Looking Statements” and “Business”
sections and elsewhere in this Registration Statement. We use words such as “anticipate,” “estimate,” “plan,”
“project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,”
“may,” “will,” “should,” “could,” “predict,” and similar expressions to identify
forward-looking statements. Although we believe the expectations expressed in these forward-looking statements are based on reasonable
assumptions within the bound of our knowledge of our business, our actual results could differ materially from those discussed in these
statements. Factors that could contribute to such differences include, but are not limited to, those discussed in the “Risk Factors”
section of this Registration Statement. We undertake no obligation to update publicly any forward-looking statements for any reason even
if new information becomes available or other events occur in the future. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this Registration Statement,
which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations,
and prospects.
Overview
Our
Company, through our subsidiary Wombat Australia Holdings Pty Ltd, operates two business lines:
Digital
Marketing and Video Production. We offer professional social media digital marketing and video production services, focusing on the
Singapore and Taiwan markets and gradually expanding into other Asian markets. We deliver tailored marketing solutions to help brands
accelerate their market presence in these regions and boost brand exposure through social video production. For the years ended December
31, 2024 and 2023, our Digital Marketing and Video Production business generated revenues of $96,618 and $103,471, respectively, accounting
for 94% and 86% of our total revenues.
Wellness
Products Sale. We sell Australian-branded nutrition, health, and wellness products in Taiwan. We provide consumers with a convenient
shopping experience mainly through offline group-buying activities. For the years ended December 31, 2024 and 2023, our Wellness Products
Sale business generated revenues of $6,559 and $17,251, respectively, accounting for 6% and 14% of our total revenues.
Principal
Factors Affecting Our Financial Performance
Our
operating results are primarily affected by the following factors:
| |
● |
our
ability to acquire new customers or retain existing customers; |
| |
● |
our
ability to offer competitive pricing for our products and services; |
| |
● |
our
ability to provide competitive products and services; |
| |
● |
industry
demand and competition; and |
| |
● |
market
conditions and our market position. |
Results
of Operations
Fiscal
Year Ended December 31, 2024 Compared to Fiscal Year ended December 31, 2023
| | |
Years ended December 31, | | |
Years ended December 31, | |
| | |
2024 | | |
2023 | |
| Revenue | |
$ | 103,177 | | |
$ | 120,722 | |
| Cost of revenue | |
| (10,298 | ) | |
| (24,661 | ) |
| Gross profit | |
| 92,879 | | |
| 96,061 | |
| | |
| | | |
| | |
| Operating expenses | |
| | | |
| | |
| General and administrative expenses | |
| (277,720 | ) | |
| (92,094 | ) |
| (Loss)/Profit from operations | |
| (184,841 | ) | |
| 3,967 | |
| | |
| | | |
| | |
| Other income/(expenses) net: | |
| | | |
| | |
| Interest income | |
| 37 | | |
| 18 | |
| Foreign exchange gain/(loss) | |
| 2,583 | | |
| (746 | ) |
| Other expenses | |
| (86 | ) | |
| (261 | ) |
| Total other income/(expenses), net | |
| 2,534 | | |
| (989 | ) |
| | |
| | | |
| | |
| (Loss)/Profit before income taxes | |
| (182,307 | ) | |
| 2,978 | |
| | |
| | | |
| | |
| Income tax expenses | |
| - | | |
| (4,695 | ) |
| Net loss | |
$ | (182,307 | ) | |
$ | (1,717 | ) |
| Foreign currency translation adjustment | |
| 703 | | |
| 22 | |
| Total Comprehensive loss | |
| (181,604 | ) | |
| (1,695 | ) |
| | |
| | | |
| | |
| Weighted average shares outstanding: | |
| | | |
| | |
| Basic | |
| 55,969,281 | | |
| 35,928,185 | |
| Diluted | |
| 55,969,281 | | |
| 35,928,185 | |
| | |
| | | |
| | |
| Loss per share | |
| | | |
| | |
| Basic | |
| (0.0033 | ) | |
| (0.0000 | ) |
| Diluted | |
| (0.0033 | ) | |
| (0.0000 | ) |
Revenue
Total
revenue decreased by 14.6%, from $120,722 in 2023 to $103,177 in 2024, primarily due to:
| ● | Product
Sales: A decline of 62.0% from $17,251 in 2023 to $6,559 in 2024, driven by reduced demand
in key Asian markets. |
| ● | Service
Revenue: A 6.6% decrease from $103,471 in 2023 to $96,618 in 2024, primarily due to the
unfavorable market conditions and declining client demand, which led to reduced project volume
in 2024. |
Cost
of Revenue
Cost
of revenue decreased by 58.2%, from $24,661 in 2023 to $10,298 in 2024, due to lower product sales volumes and operational efficiencies
in service delivery.
Gross
Profit
Gross
profit decreased slightly by 3.3%, from $96,061 in 2023 to $92,879 in 2024, with gross margin improving from 79.6% to 90.0%, reflecting
a shift toward higher-margin service revenues.
Operating
Expenses
Operating
expenses increased by 201.6%, from $92,094 in 2023 to $277,720 in 2024. The material changes were due to:
| ● | Wage,
Salary, and Insurance Costs increased by 57.9%, from $37,123 in 2023 to $58,620 in 2024,
driven by workforce expansion in the service division and higher employee benefit costs. |
| ● | Lease
Expenses increased by 88.7%, from $17,068 in 2023 to $32,200 in 2024, due to the Company’s
office relocation to a larger facility to accommodate business growth. |
| ● | Legal
and Professional Fees increased significantly by 1,384.9%, from $10,612 in 2023 to $157,579
in 2024. This increase was primarily due to audit fees and legal costs related to the preparation
of Form 10, reflecting the Company’s efforts to comply with regulatory requirements
and enhance its corporate governance structure. |
| ● | General
Expenses increased slightly by 7.4%, from $27,291 in 2023 to $29,321 in 2024, due to
general business operational costs, including travel, utilities, and administrative supplies. |
Net
Loss
The
Company reported a net loss of $182,307 in 2024, compared to a net loss of $1,717 in 2023, primarily due to the significant increase
in operating expenses, particularly legal and professional fees, despite efforts to maintain revenue levels.
Liquidity
& Capital Resources
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity
of operations, realization of assets, and liquidation of liabilities in the normal course of business.
As
reflected in the accompanying financial statements, the Company had a net loss of $182,307 and $1,717 for the years ended December 31,
2024 and 2023, had an accumulated deficit on December 31, 2024 of $71,038,015 and on December 31, 2023 of $70,855,708, and had net current
liability position on December 31, 2024 of $228,592 and on December 31, 2023 of $81,219.
These
conditions raised substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to
continue as a going concern will require the Company to obtain additional financing to fund its operations. In assessing the going concern,
the board of directors has considered:
A.
Additional equity financing from major shareholders or financial support from the Company's related parties.
On
December 31, 2023, major shareholder Huang Huei-Ching provided a financial support letter to Holistic Asset Finance Group Co., Ltd. and
its subsidiaries, committing to financial support for a period of 30 months from the date of issuance. The letter states that:
| 1) | Deferral
of Repayment Obligations: The related party will not demand repayment of any amounts due
to them for the next 30 months, allowing the Company greater financial flexibility. |
| 2) | Provision
of Financial Support: The related party has committed to providing necessary financial support
for the Company’s continuing operations and repayment of debts as they become due,
ensuring the Company remains a going concern. |
On
December 31, 2023, the Company’s related party Bears Consulting & Management Co., Ltd provided a financial support letter to
Holistic Asset Finance Group Co., Ltd. and its subsidiaries, committing to financial support for a period of 30 months from the date
of issuance. The letter states that:
| 1) | Deferral
of Repayment Obligations: The related party will not demand repayment of any amounts due
to them for the next 30 months, allowing the Company greater financial flexibility. |
B.
Based on the business plans of the Company, the management is actively developing new business that will generate revenue and cash inflows
to the Company.
The
board of directors believes the Company has adequate financial resources to continue in operational existence for the foreseeable future,
a period of at least 12 months from the date of this report. Accordingly, the going concern basis of accounting continues to be used
in the preparation of the consolidated financial statements for the years ended December 31, 2024 and 2023.
Off-Balance
Sheet Arrangements
We
have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties.
We have not entered into any derivative contracts that are indexed to our shares and classified as stockholder’s equity or that
are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets
transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable
interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing,
hedging or research and development services with us.
Critical
Accounting Policies and Estimates
The
accompanying consolidated financial statements have been prepared in accordance with accounting principles The accompanying consolidated
financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.
GAAP”) and pursuant to the rules and regulations of the U.S. Securities Exchange Commission (“SEC”).
The
consolidated financial statements include the financial statements of the Company and its subsidiaries. All intercompany transactions
and balances among the Company and its subsidiaries have been eliminated upon consolidation.
The
preparation of consolidated financial statements in conformity with U.S. 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. These estimates are based on information
as of the date of the consolidated financial statements and are adjusted to reflect actual experience when necessary. Actual results
could differ from these estimates.
Recent
Accounting Pronouncements
The
Company considers the applicability and impact of all accounting standards updates(“ASUs”). Management periodically reviews
new accounting standards that are issued.
In
June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments — Credit Losses (Topic 326):
Measurement of Credit Losses on Financial Instruments,” which requires the Company to measure and recognize expected credit losses
for financial assets held and not accounted for at fair value through net income. In November 2018, April 2019 and May 2019,
the FASB issued ASU No. 2018-19, “Codification Improvements to Topic 326, Financial Instruments — Credit
Losses,” “ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments — Credit
Losses,” “Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments,” and “ASU No. 2019-05,
Financial Instruments — Credit Losses (Topic 326): Targeted Transition Relief,” which provided additional
implementation guidance on the previously issued ASU. The ASU is effective for fiscal years beginning after Dec. 15, 2019 for
public business entities that meet the definition of an SEC filer, excluding entities eligible to be SRCs as defined by the SEC. All
other entities, ASU No. 2016-13 is effective for fiscal years beginning after December 15, 2022. The adoption of this
guidance did not have a material impact on the Company’s consolidated financial statements.
In
October 2021, the FASB issued ASU No. 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets
and Contract Liabilities from Contracts with Customers” (“ASU 2021-08”). This ASU requires entities to apply Topic 606
to recognize and measure contract assets and contract liabilities in a business combination. The amendments improve comparability after
the business combination by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in
a business combination and revenue contracts with customers not acquired in a business combination. The amendments are effective for
the Company beginning after December 15, 2023, and are applied prospectively to business combinations that occur after the effective
date. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.
In
November 2023, the FASB issued ASU No.2023-07, “Segment reporting (Topic 280): Improvements to Reportable Segment Disclosures”
(ASU 2023-07). This ASU primarily requires incremental disclosures of disaggregate expense information about a company’s reportable
segments. The amendments are effective for fiscal years beginning after December 15, 2023. The adoption of this guidance did not have
a material impact on the Company’s consolidated financial statements.
The
Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material
effect on the Company’s consolidated balance sheets, statements of operations and comprehensive loss and statements of cash flows.
Quantitative
and Qualitative Disclosures about Market Risks
Foreign
Exchange Risk
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.
Interest
Rate Risk
Our
exposure to interest rate risk primarily relates to the interest expenses incurred on income generated by excess cash, which is mostly
held in interest-bearing bank deposits. Interest-earning instruments carry a degree of interest rate risk. We have not been exposed to
material risks due to changes in interest rates, and we have not used any derivative financial instruments to manage our interest risk
exposure. However, our future interest income may fall short of expectations due to changes in market interest rates.
Inflation
To
date, inflation in Australia has not materially impacted our results of operations. According to reserve bank of Australia, Australian
inflation rate, measured through the consumer price index (CPI), was 4.35% and 4.1% for 2024 and 2023, respectively. Although we have
not been materially affected by inflation in the past, we can provide no assurance that we will not be affected in the future by higher
rates of inflation in Australia. For example, certain operating costs and expenses, such as office operating expenses may increase as
a result of higher inflation. Additionally, high inflation could significantly reduce the value and purchasing power of our assets held
in cash and cash equivalent. We have not used any derivative financial instruments to manage our exposure to higher inflation in Australia.
Item
3. Properties.
The
Company does not own any properties.
On
October 7, 2024, the Taiwan branch of Wombat Australia Holdings Pty Ltd entered into a new 13-month lease agreement for the registered
office located at 5th Floor, No. 1, Section 176, Keelung Road, Xinyi District, Taipei City. The lease term is from November 1, 2024 to
November 30, 2025.
On
July 26, 2024, the Taiwan branch of Wombat Australia Holdings Pty Ltd entered into a 12-month lease agreement for the principal business
address located at 6th Floor, No. 186, Minzu Road, Banqiao District, New Taipei City. The lease term is from August 1, 2024 to August
1, 2025.
The
register office address of Wombat Australia Holdings Pty Ltd is located at Level 16, 175 Pitt Street Sydney NSW 2000, Australia, under
a month-to-month lease arrangement.
On
May 21, 2024, Wombat Australia Holdings Pty Ltd entered into a 12-month lease agreement for office space at U2302/117 Bathurst Street,
Sydney NSW 2000, Australia, to serve as the principal business address. The lease term is from June 1, 2024 to May 30, 2025.
We
believe our facilities are sufficient to meet our current needs and that additional suitable space is available as and when needed at
reasonable rates.
Item
4. Security Ownership of Certain Beneficial Owners and Management.
The
following table sets forth certain information regarding our common stock beneficially owned as of February 27, 2025, for (i) each stockholder
known to be the beneficial owner of 5% or more of our outstanding common stock, (ii) each executive officer and director, and (iii) all
executive officers and directors as a group. In general, a person is deemed to be a beneficial owner of a security if that person has
or shares the power to vote or direct the voting of such security, or the power to dispose or to direct the disposition of such security.
A person is also deemed to be a beneficial owner of any securities of which the person has the right to acquire beneficial ownership
within 60 days. Shares of common stock subject to options, warrants or convertible securities exercisable or convertible within 60 days
are deemed outstanding for computing the percentage of the person or entity holding such options, warrants or convertible securities
but are not deemed outstanding for computing the percentage of any other person. Percentages are determined based on 70,928,185 shares
of common stock of the Company issued and outstanding as of February 27, 2025. To the best of our knowledge, subject to community and
marital property laws, all persons named have sole voting and investment power with respect to such shares, except as otherwise noted.
Unless otherwise indicated, the address of each beneficial
owner listed in the table below is c/o Holistic Asset Finance Group Co., Ltd., Level 16, 175 Pitt Street, Sydney NSW 2000, Australia.
| | |
Common Stock | | |
Preferred Stock | |
| |
| Name and Address of Beneficial Owner (1) | |
Amount and
Nature of
Beneficial
Ownership | | |
Percent of Class
Beneficially
Owned (1) | | |
Amount and
Nature of
Beneficial
Ownership | | |
Percent of Class
Beneficially
Owned (1) | |
Total Voting
Power | |
| Officers and Directors | |
| | |
| | |
| | |
| |
| |
| Yang Hsiao-Wen, CEO | |
| 500,000 | | |
| * | | |
| - | | |
* | |
| * | |
| Li Chunguang, CFO and Treasurer | |
| - | | |
| * | | |
| - | | |
* | |
| * | |
| Huang Huei-Ching, President and Director (2) | |
| 37,500,000 | | |
| 52.87 | % | |
| 1,000 Preferred L | | |
100%
Preferred L | |
| 96.69 | % |
| Cui Yan, Director | |
| 2,025,626 | | |
| 2.86 | % | |
| - | | |
* | |
| * | |
| Officers and Directors as a group (4 people) | |
| 40,025,626 | | |
| 56.43 | % | |
| 1,000 Preferred L | | |
100%
Preferred L | |
| 96.93 | % |
| | |
| | | |
| | | |
| | | |
| |
| | |
| 5% Beneficial Owners | |
| | | |
| | | |
| | | |
| |
| | |
| Liu Zhongkuo | |
| 10,300,000 | | |
| 14.52 | % | |
| - | | |
* | |
| * | |
| Huang Po-yao | |
| 3,810,000 | | |
| 5.37 | % | |
| - | | |
* | |
| * | |
| Huang Yuan-Jhih | |
| 5,000,000 | | |
| 7.05 | % | |
| - | | |
* | |
| * | |
| Yu Szu-Wu | |
| 4,830,333 | | |
| 6.81 | % | |
| - | | |
* | |
| * | |
| Joy Success Co. Ltd. (2) | |
| 2,500,000 | | |
| 3.52 | % | |
| 1,000 Preferred L | | |
100%
Preferred L | |
| 93.43 | % |
| Maoming Ching Fund | |
| 150,614 | | |
| * | | |
| 2,083,333 Preferred A | | |
100%
Preferred A | |
| * | |
| (1) | Based
on 70,928,185 shares of common stock, 2,083,333 shares of Series A Preferred, and 1,000 shares of Series L Preferred issued and outstanding
as of February 27, 2025. Holders of Series A Preferred are entitled to one (1) vote per share. Holders of Series L Preferred are entitled
to 1,000,000 votes per share. |
| (2) | Huang
Huei-Ching is the control person of Joy Success Co. Ltd. and has voting and dispositive power over the securities held by Joy Success
Co. Ltd. Thus, Huang Huei-Ching is deemed the beneficial owner of the securities held by Joy Success Co. Ltd. The registered address
of Joy Success Co. Ltd is 4F, No. 155, Sec. 11, Xinsheng S. Rd., Daan District, Taipei City 106, Taiwan. Accordingly, Huang Huei-Ching
holds a total of 37,500,000 shares of common stock, representing 52.87% of the outstanding common stock, along with 1,000 shares of Preferred
L stock, which account for 100% of this class and confer 96.69% of the total voting power. |
Item
5. Directors and Executive Officers
The
table below sets forth the names, title and ages of our current directors and executive officers. Directors hold office until the next
annual meeting of the stockholders or until their successors have been elected and qualified. Executive officers serve at the pleasure
of the Board and may be removed with or without cause at any time, subject to contractual obligations between the executive officer and
the Company, if any.
| Name |
|
Age |
|
Position |
| Huang
Huei-Ching |
|
56 |
|
President
and Director |
| Cui
Yan |
|
36 |
|
Director |
| Yang
Hsiao-Wen |
|
48 |
|
Chief
Executive Officer |
| Li
Chunguang |
|
44 |
|
Chief
Financial Officer and Treasurer |
Yang
Hsiao-Wen. Ms. Yang is based in Taiwan. Ms. Yang joined our Company in 2022 as CEO, overseeing business strategy, operations, and
growth initiatives. She brings over 20 years of experience in senior management, specializing in IT training, consulting, and corporate
operations across Taiwan and Australia. Ms. Yang has also served as Business Director at Wang Bo Co., Ltd., an Australian company, from
2022 to present. She was Vice President at Bell International Management Consulting, an Australian company, from 2019 to 2022, where
she assisted enterprises with public listings in Australia. She also held the position of General Manager at Chen Yu Information in Taiwan
from 2009 to 2018, managing IT training and certification services. A native of Taiwan, Ms. Yang holds a bachelor’s degree in Land
Economics from National Chung Hsing University, graduating in 1995. She is fluent in both Mandarin and English.
Li
Chunguang. Mr. Li joined the Company in 2024 with over 15 years of experience in investment banking and senior management. As CFO,
he oversees financial operations, including corporate finance, reporting, and capital markets activities. He has successfully facilitated
IPOs and mergers across China, the U.S., Hong Kong, and Australia. Previously, Mr. Li was General Manager at Renyin Finance in China
during 2022. He also served as Vice President at AGC Securities Capital Pty Ltd in Australia from 2014 to 2020 and Executive Vice General
Manager at Arthur Capital Group in China from 2009 to 2014. Mr. Li holds a Doctor of Business Administration from Inter American University
and a master’s degree in operations research from Wageningen University, along with a bachelor’s degree in accounting and
finance from Erasmus University.
Huang
Huei-Ching. Ms. Huang joined the Company in September 2019. Additionally, Ms. Huang founded AGC Capital Securities Pty Ltd in Sydney,
Australia where she has been the Managing Director since May 2014, overseeing financial services, strategic partnerships, and exchange
listings. She holds an Australian Financial Services License (AFSL) and has been instrumental in assisting Chinese companies with listing
on the Australian Stock Exchange, as well as supporting Australian companies in business expansion in China. Prior to her current role,
Ms. Huang held senior positions across Asia-Pacific, including North Asia Vice President at Fast Lance Knowledge Ltd, and Director of
Information Risk Management at KPMG, as well as leadership positions at Hitachi Data Systems and Data craft Asia, where she focused on
training and service management. Ms. Huang holds a bachelor’s degree in law from Soochow University in Taiwan. She is fluent in
both Mandarin and English and specializes in cross-cultural management and information risk management.
Cui
Yan. Mr. Cui is based in Sydney, Australia. Mr. Cui joined the Company in 2019. Additionally, he joined AGC Capital Securities Pty
Ltd in 2015 and is responsible for managing IPO projects, including prospectus preparation, compliance processes, financial analysis,
and roadshow coordination. He has a deep understanding of capital markets and financial products, and his role involves liaising with
third-party professionals to resolve issues in IPO projects. Before joining AGC Capital, Mr. Cui worked at Shanghai Jiayi Investment
Management Ltd in 2015, where he focused on market research and data analysis for investment projects. He also gained experience at The
People’s Insurance Company of China (PICC) during 2013-2014, working in the General Accounting Department. Mr. Cui holds a master’s
degree in finance from the University of Melbourne and a bachelor’s degree in commerce from the University of New South Wales,
majoring in accounting and finance. He is a CFA Level III candidate and a certified NAATI Professional Translator (English-Chinese).
Fluent in both English and Mandarin, he brings strong analytical and financial expertise to his role.
Family
Relationships
There
are no family relationships among our executive officers and directors.
Involvement
in Certain Legal Proceedings
To
the best of our knowledge, none of our directors or executive officers has been the subject of the follow events, during the past ten
years:
| |
1) |
A
petition under the federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar
officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner
at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer
at or within two years before the time of such filing; |
| |
2) |
Convicted
in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); |
| |
3) |
The
subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining him from, or otherwise limiting, the following activities; |
| |
i. |
Acting
as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage
transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the
foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee
of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice
in connection with such activity; |
| |
ii. |
Engaging
in any type of business practice; or |
| |
iii. |
Engaging
in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal
or State securities laws or Federal commodities laws; |
| |
4) |
The
subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring,
suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph
3)i in the preceding paragraph or to be associated with persons engaged in any such activity; |
| |
5) |
Was
found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or state securities law,
and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated; |
| |
6) |
Was
found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any
Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been
subsequently reversed, suspended or vacated; |
| |
7) |
Was
the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently
reversed, suspended or vacated, relating to an alleged violation of: |
| |
i. |
Any
federal or state securities or commodities law or regulation; or |
| |
ii. |
Any
law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent
injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal
or prohibition order, or |
| |
iii. |
Any
law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
| |
8) |
Was
the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization
(as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29)
of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary
authority over its members or persons associated with a member. |
Item
6. Executive Compensation
Summary
Compensation Table
The
following table sets forth all plan and non-plan compensation for the last two completed fiscal years paid to all individuals who
served as the Company’s principal executive officer or acting in similar capacity during the last completed fiscal year, regardless
of compensation level, and the next two highest paid executive officers whose compensation exceeded $100,000, if any, as required
by Item 402(m)(2) of Regulation S-K. We refer to all of these individuals collectively as our “named executive officers.”
| | |
Year Ended | |
Salary | | |
Bonus | | |
Other* | | |
Total | |
| Name and Principal Position | |
December 31, | |
($) | | |
($) | | |
($) | | |
($) | |
| | |
| |
| | |
| | |
| | |
| |
| Yang Hsiao-Wen, CEO | |
2024 | |
| 11,973 | | |
| 1,018 | | |
| 4,723 | | |
| 17,713 | |
| | |
2023 | |
| 14,170 | | |
| 0 | | |
| 2,072 | | |
| 16,242 | |
| | |
| |
| | | |
| | | |
| | | |
| | |
| Huang Huei-Ching, President | |
2024 | |
| 15,377 | | |
| 1,307 | | |
| 3,749 | | |
| 20,433 | |
| | |
2023 | |
| 7,998 | | |
| 0 | | |
| 1,879 | | |
| 9,877 | |
| * |
Other includes amounts for Labor Insurance and National Health Insurance
premiums, which the Company provides in compliance with Taiwan’s regulations. These programs cover mandatory benefits such as occupational
injury, unemployment, maternity benefits, and basic healthcare. |
Outstanding
Equity Awards at Fiscal Year End
As
of December 31, 2024, no stock, stock options, or other equity securities were awarded to our named executive officers.
Employment
Agreements, Termination of Employment and Change-in-Control Arrangements with our Executive Officers
Huang
Huei-Ching has entered into an employment agreement with the Taiwan branch of Wombat Australia Holdings Pty Ltd, dated July 1, 2023.
Ms. Huang is hired as a director commencing on July 1, 2023, without an indefinite term. This agreement is governed by Taiwan’s
Labor Standards Act and related regulations. Ms. Huang is responsible for business and administrative management under Wombat’s
supervision. The standard working hours are Monday to Friday, 9:00 AM to 6:00 PM, not exceeding 40 hours per week, with overtime and
holiday pay rates specified in the agreement. Ms. Huang’s monthly salary is NT$41,000 (approximately $1,253), payable on the 5th
of each month. Ms. Huang’s termination or retirement under the agreement will be handled in accordance with Taiwan’s Labor
Standards Act and related regulations. Any disputes arising from this agreement shall be brought in the Taipei District Court.
Yang
Hsiao-Wen has entered into an employment agreement with the Taiwan branch of Wombat Australia Holdings Pty Ltd, dated July 1, 2023. Ms.
Yang is hired as a general manager commencing on July 1, 2023, without an indefinite term. This agreement is governed by Taiwan’s
Labor Standards Act and related regulations. Ms. Yang is responsible for company business and management under Wombat’s supervision.
The standard working hours are Monday to Friday, 9:00 AM to 6:00 PM, not exceeding 40 hours per week, with overtime and holiday pay rates
specified in the agreement. Ms. Yang’s monthly salary is NT$31,923 (approximately $976), payable on the 5th of each month. Additionally,
Ms. Yang is entitled to performance-based bonuses which will be granted at Wombat’s discretion. Ms. Yang’s termination or
retirement under the agreement will be handled in accordance with Taiwan’s Labor Standards Act and related regulations. Any disputes
arising from this agreement shall be brought in the Taipei District Court.
Compensation
of Directors
During
2024, none of our directors received additional compensation for serving as our directors.
Item
7. Certain Relationships and Related Transactions, and Director Independence
The
Company has entered into certain related party transactions as described below. These transactions were reviewed and approved by the
Company’s Board of Directors, ensuring that the terms were at least as favorable to the Company as those that could be obtained
in arm’s-length transactions with unaffiliated third parties.
| Related
Parties |
|
Relationship
with company |
| Huang
Huei-Ching |
|
The
Company’s President and Director and ultimate beneficial owner |
| CUI
Yan |
|
The
Company’s Chief Financial Officer. He resigned as Chief Financial Officer and became a director since August 2024. |
| Yang
Hsiao-Wen |
|
The
Company’s Chief Executive Officer |
| Huang
Po-Yao |
|
The
Company’s Director before August 2024 and sibling of Huang Huei Ching. |
| Huang
Tz-Ray |
|
The
Company’s Director and ceased to be a related party as resigned as a director in August 2024. |
| Worldwide
Savants Capital Pty Ltd |
|
Huang,
Huei Ching is the Director of Worldwide Savants Capital |
| Bears
Consulting & Management Co., Ltd |
|
Huang
Po-Yao is the Director of Bears Consulting & Management Co., Ltd. |
1)
Related party balance
| | |
December 31,
2024 | | |
December 31,
2023 | |
| Due from a related party* | |
| | |
| |
| Huang Huei-Ching | |
$ | 742 | | |
| 7,564 | |
| | |
| | | |
| | |
| * The balance is prepayment for an operating lease. | |
| | | |
| | |
| |
| | | |
| | |
| Due to related parties** | |
| | | |
| | |
| Huang Huei-Ching | |
| 182,309 | | |
| 86,715 | |
| Bears Consulting & Management Co., Ltd | |
| 5,002 | | |
| 5,346 | |
| | |
$ | 187,311 | | |
| 92,061 | |
| | |
| | | |
| | |
| ** The
above balances are due on demand, interest-free and unsecured. | |
| | | |
| | |
2) Related party transactions
Name of related parties | |
Years ended December 31,
2024 | | |
Years ended December 31,
2023 | |
| Revenue | |
| | | |
| | |
| Worldwide Savants Capital Pty Ltd | |
$ | 54,770 | | |
| 36,443 | |
| Bears Consulting & Management Co., Ltd | |
| 20,183 | | |
| 10,588 | |
| YANG Hsiao-Wen | |
| - | | |
| 218 | |
| | |
$ | 74,953 | | |
| 47,249 | |
| | |
| | | |
| | |
| Purchase of office equipment and furniture | |
| | | |
| | |
| Bears Consulting & Management Co., Ltd | |
$ | - | | |
| 5,402 | |
| | |
| | | |
| | |
| Lease Expenses | |
| | | |
| | |
| Huang Huei-Ching | |
$ | 140 | | |
| - | |
| Bears Consulting & Management Co., Ltd | |
| - | | |
| 11,786 | |
| | |
$ | 140 | | |
| 11,786 | |
Financial
Support Commitments
On
December 31, 2023, Huang Huei-Ching provided a financial support letter to the Company, undertaking not to demand repayment of any amounts
due to her during the next 30 months from December 31, 2023. Additionally, she stated in the letter that she was willing and was able
to provide necessary financial support for the Company’s continuing operations and debt payments during the same period. A copy
of this letter is filed as an exhibit to this Registration Statement.
On
December 31, 2023, Bears Consulting & Management Co., Ltd provided a financial support letter to the Company, undertaking not to
demand repayment of any amounts due to it during the next 30 months from December 31, 2023. A copy of this letter is filed as an exhibit
to this Registration Statement.
Director
Independence
The
Company does not have any independent directors.
Item
8. Legal Proceedings.
We
know of no material, active or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding
or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial
stockholder, is an adverse party or has a material interest adverse to our interest.
Item
9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.
Market
Information
Our
common stock is quoted on the OTC Markets’ Pink Sheets under the symbol “HAFG”. Any
over-the-counter market quotations on the OTC’s Pink tier reflect inter-dealer prices, without retail mark-up, mark-down or commission
and may not necessarily represent actual transactions.
Transfer
Agent
Our
transfer agent is Equiniti Trust Co.
Holders
As
of February 27, 2025, we had 93 record holders of our common stock (not including beneficial owners who hold
shares at broker/dealers in “street name”).
Dividend
Policy
While
there are no restrictions that limit our ability to pay dividends, we have not paid, and do not currently intend to pay cash dividends
on our common stock in the foreseeable future. Our policy is to retain all earnings, if any, to provide funds for the operation and expansion
of our business. The declaration of dividends, if any, will be subject to the discretion of our Board of Directors, which may consider
such factors as our results of operations, financial condition and capital needs, among others.
Issuer
Purchases of Equity Securities
None
Securities
Authorized for Issuance Under Equity Incentive Plans
The
Company does not have any equity incentive plans.
Item
10. Recent Sales of Unregistered Securities
Below
sets forth information regarding all securities of the registrant sold by the registrant within the past three years which were not registered
under the Securities Act.
All
of these sales were exempt from registration under the Securities Act by reason of Section 4(2) of the Securities Act, as transactions
by an issuer not involving a public offering. The recipients of securities in each of these transactions represented their intentions
to acquire the securities for investment only and not with a view to or for sale in connection with any distribution of the securities,
and appropriate legends were affixed to the share certificates issued in such transactions. We relied on information from purchasers
that they were accredited investors and/or such investors were provided adequate information and were otherwise determined to be suitable.
In all cases, there was no public solicitation. The issuances of the securities described below were effected without the involvement
of underwriters.
On July 12, 2022, the Company entered into a share
exchange agreement with Wombat Australia Holdings Pty Ltd, pursuant to which the Company issued 2,000,000 shares of common stock to Chen-Ting
Lin in exchange for 100 % equity ownership in Wombat.
On
June 5, 2024, the Company issued 35,000,000 shares of Common Stock (the “Issuance Shares”) to its director, Huang Huei-Ching
at a purchase price of $0.001 per Issuance Share. Ms. Huang paid for the Issuance Shares by forgiving $35,000 of debt owed to her by
the Company.
Item
11. Description of Registrant’s Securities to be Registered
The
following statements relating to the capital stock set forth the material terms of the Company’s securities; however, reference
is made to the more detailed provisions of our articles of incorporation, as amended to date, and by-laws, copies of which are filed
herewith or incorporated herein by reference.
Common
Stock
We
are authorized to issue 600,000,000 shares, par value $0.001 per share, of common stock, of which 70,928,185 shares were issued and outstanding
as of February 27, 2025. Holders of our common stock are entitled to one vote per share on each matter submitted to a vote at any meeting
of stockholders. Shares of our common stock do not carry cumulative voting rights. Our board of directors has authority, without action
by the stockholders, to issue all or any portion of the authorized but unissued shares of common stock, which would reduce the percentage
ownership of the existing stockholders and which may dilute the book value of the common stock. Stockholders have no pre-emptive rights
to acquire additional shares of common stock. The common stock is not subject to redemption and carries no subscription or conversion
rights. In the event of liquidation, the shares of common stock are entitled to share equally in corporate assets after satisfaction
of all liabilities. The shares of common stock, when issued, will be fully paid and non-assessable.
Holders
of common stock are entitled to receive dividends as the board of directors may from time to time declare out of funds legally available
for the payment of dividends. We have not paid dividends on common stock and do not anticipate that we will pay dividends in the foreseeable
future.
Preferred
Stock
Our
Articles of Incorporation authorize the issuance of 10,000,000 shares of preferred stock, par value $0.001, and vest in the Company’s
board of directors the authority to establish series of unissued preferred shares by the designations, preferences, limitations and relative
rights, including voting rights, of the preferred shares of any series so established to the same extent that such designations, preferences,
limitations, and relative rights could have been fully stated in the Articles of Incorporation, and in order to establish a series, the
board of directors shall adopt a resolution setting forth the designation of the series and fixing and determining the designations,
preferences, limitations and relative rights, including voting rights, thereof or so much thereof as shall not be fixed and determined
by the Articles of Incorporation as amended.
The
board of directors may authorize the issuance of preferred shares without further action by our shareholders and any preferred shares
would have priority over the common stock with respect to dividend or liquidation rights. Any issuance of preferred shares may have the
effect of delaying, deferring or preventing a change in control of the Company and may contain voting and other rights superior to common
stock. As a result, the issuance of preferred shares may adversely affect the relative rights of the holders of common stock.
Series
A Preferred
On
June 2, 2008, the Company filed a Certificate of Designation with the Secretary of State of the State of Nevada creating a class of Series
A convertible preferred stock consisting of 2,083,333 shares, par value $0.001 per share.
Series
A Preferred stock votes together with common stock on a 1:1 basis, as converted, enjoys senior liquidation preferences to the common
stock, and is convertible to common stock at an original issuance price of $2.40 per share, at any time at the holder’s option.
Section 5 of the Certificate of Designation gives the Series A Preferred the right to veto over the creation of any class of preferred
stock which has rights senior to, or pari passu with, the Series A Preferred.
Series
L Preferred
On
May 24, 2019, the Company filed a Certificate of Designation with the Secretary of State of the State of Nevada creating a class of Series
L non-convertible preferred stock consisting of 1,000 shares, par value $0.001 per share.
Each
share of Series L Preferred is entitled to 1,000,000 votes. The Series L Preferred have a liquidation preference junior to the Series
A Preferred but senior to the common stock, have no redemption rights and are not convertible into common stock.
The
Series L Preferred also has certain protective rights. While the Series L Preferred is outstanding, the Company shall not, without first
obtaining the approval of a majority outstanding shares of the Series L Preferred:
| |
(a) |
Increase
or decrease the total number of authorized shares of the Series L Preferred; |
| |
(b) |
Effect
an exchange, reclassification, or cancellation of all or a part of the Series L Preferred, but excluding a stock split or reverse
stock split of the Company’s common stock or Series A Preferred; |
| |
(c) |
Effect
an exchange or create a right of exchange of all or part of the shares of another class or other securities into shares of Series
L Preferred; or |
| |
(d) |
Alter
or change the rights, preferences or privileges of the shares of the Series L Preferred so as to affect adversely the shares of such
series, including the rights set forth in the Designation for the Series L Preferred. |
Item
12. Indemnification of Directors and Officers
The
Nevada Revised Statutes provide that a corporation may indemnify its officers and directors against expenses actually and reasonably
incurred in the event an officer or director is made a party or threatened to be made a party to an action (other than an action brought
by or in the right of the corporation as discussed below) by reason of his or her official position with the corporation provided the
director or officer (1) is not liable for the breach of any fiduciary duties as a director or officer involving intentional misconduct,
fraud or a knowing violation of the law or (2) acted in good faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the corporation and, with respect to any criminal actions, had no reasonable cause to believe his or her conduct
was unlawful. The Nevada Revised Statutes further provide that a corporation generally may not indemnify an officer or director if it
is determined by a court that such officer or director is liable to the corporation or responsible for any amounts paid to the corporation
in settlement, unless and only to the extent that court also determines that the officer or director is fairly and reasonably entitled
to indemnification in light of all of the relevant facts and circumstances. The Nevada Revised Statutes require a corporation to indemnify
an officer or director to the extent he or she is successful on the merits or otherwise successfully defends an action against the officer
or director by reason of the fact that the person is or was an officer or director.
Our
bylaws provide that the Company shall indemnify its directors and executive officers to the fullest extent not prohibited by Nevada law,
provided that the Company shall not be required to indemnify any director or executive officer in connection with any proceeding initiated
by such person subject to stated exceptions. The Company will advance expenses to indemnified directors and executive officers upon delivery
of an undertaking by such party to repay all amounts advanced if it is ultimately determined that the indemnified person is not entitled
to be indemnified for such expenses. The Company also may indemnify its employees and agents as permitted by Chapter 78 of the Nevada
Revised Statutes. Our bylaws expressly authorize the Company to enter into individual indemnification agreements with any or all of its
directors, officers, employees or agents, and to obtain insurance on behalf of any of the foregoing persons. We have not entered into
indemnification agreements with our directors, officers, employees or agents.
Insofar
as indemnification by us for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling
the Company pursuant to provisions of our articles of incorporation and bylaws, or otherwise, we have been advised that in the opinion
of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event
that a claim for indemnification by such director, officer or controlling person of us in the successful defense of any action, suit
or proceeding is asserted by such director, officer or controlling person in connection with the securities being offered, we will, unless
in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
At
the present time, there is no pending litigation or proceeding involving a director, officer, employee or other agent of ours in which
indemnification would be required or permitted. We are not aware of any threatened litigation or proceeding, which may result in a claim
for such indemnification.
Item
13. Financial Statements and Supplementary Data
We
are a smaller reporting company in accordance with Regulation S-X. Our financial statements are filed under this Item, beginning on page
F-1.
Item
14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item
15. Financial Statements and Exhibits
(a)
Financial Statements
Index
to Consolidated Financial Statements:
Financial
Statement Schedules
All
schedules have been omitted because they are not required, not applicable, not present in amounts sufficient to require submission of
the schedule, or the required information is otherwise included in our financial statements and related notes.
(b)
Exhibits
| Exhibit No. |
|
Description |
| 3.1 |
|
Amended and Restated Articles of Incorporation of Noble Quests, Inc., filed on November 1, 2006 (incorporated by reference to Exhibit 3.1 to the registrant’s annual report on Form 10-K filed on October 15, 2009) |
| 3.2 |
|
Certificate of Amendment to Articles of Incorporation of Noble Quests, Inc., effective February 18, 2008 (incorporated by reference to Exhibit 3.2 to the registrant’s annual report on Form 10-K filed on October 15, 2009) |
| 3.3 |
|
Certificate of Amendment to Articles of Incorporation of Legend Media, Inc., filed on December 22, 2008 (incorporated by reference to Exhibit 3.3 to the registrant’s annual report on Form 10-K filed on October 15, 2009) |
| 3.4 |
|
Certificate of Designation for the Series A Convertible Preferred Stock of Legend Media, Inc. filed on June 2, 2008 (incorporated by reference to Exhibit 3.4 to the registrant’s annual report on Form 10-K filed on October 15, 2009) |
| 3.5 |
|
Certificate of Designation for the Series L Preferred Stock of Legend Media, Inc. filed on May 24, 2019 (incorporated by reference to Exhibit 3.5 to the registrant’s Form 10-12G filed on November 7, 2024) |
| 3.6 |
|
Certificate of Amendment to Articles of Incorporation of Holistic Asset Finance Group Co., Ltd. filed on November 25, 2019 (incorporated by reference to Exhibit 3.6 to the registrant’s Form 10-12G filed on November 7, 2024) |
| 3.7 |
|
Certificate of Amendment to Articles of Incorporation of Omega International Group, Inc. filed on January 4, 2022 (incorporated by reference to Exhibit 3.7 to the registrant’s Form 10-12G filed on November 7, 2024) |
| 3.8 |
|
Certificate of Amendment to Articles of Incorporation of Holistic Asset Finance Group Co., Ltd. filed on October 23, 2024 (incorporated by reference to Exhibit 3.8 to the registrant’s Form 10-12G filed on November 7, 2024) |
| 3.9 |
|
Bylaws of the registrant (incorporated by reference to the Company’s Registration Statement on Form SB-2 filed on November 7, 2006) |
| 10.1 |
|
Financial Support Letter from Huang Huei-Ching dated December 31, 2023 |
| 10.2 |
|
Financial Support Letter from Bears Consulting & Management Co., Ltd. dated December 31, 2023 |
| 10.3 |
|
Employment Agreement between Huang Huei-Ching and Taiwan branch of Wombat Australia Holdings Pty Ltd, dated July 1, 2023 |
| 10.4 |
|
Employment Agreement between Yang Hsiao-Wen and Taiwan branch of Wombat Australia Holdings Pty Ltd, dated July 1, 2023 |
| 21.1 |
|
List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the registrant’s Form 10-12G filed on November 7, 2024) |
SIGNATURES
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
Holistic Asset Finance Group Co., Ltd. |
| |
|
| |
By:
|
/s/
Yang Hsiao-Wen |
| |
|
Yang
Hsiao-Wen |
| |
|
Chief
Executive Officer |
| |
|
Date:
February 27, 2025 |
FINANCIAL
STATEMENTS
Holistic
Asset Finance Group Co., Ltd
Consolidated
Financial Statements
For
The Years Ended December 31, 2024 And 2023
Index
To Consolidated Financial Statements
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Shareholders and the Board of Directors of Holistic Asset Finance Group Co., Ltd:
Opinion
on the Financial Statements
We
have audited the accompanying consolidated balance sheets of Holistic Asset Finance Group Co., Ltd and its subsidiaries (collectively,
the “Group”) as of December 31, 2024 and 2023 and the related consolidated statements of operations and comprehensive loss,
changes in shareholders’ deficit and cash flows for each of the two years in the period ended December 31, 2024, and the related
notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly,
in all material respects, the financial position of the Group as of December 31, 2024 and 2023 and the results of its operations and
its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted
in the United States of America.
Going
Concern Uncertainty
The
accompanying financial statements have been prepared assuming that the Group will continue as a going concern. As discussed in Note 3
to the financial statements, the Group has net current liabilities and has an accumulated deficit that raise substantial doubt about
its ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 3. The financial
statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis
for Opinion
These
financial statements are the responsibility of the Group’s management. Our responsibility is to express an opinion on the Group’s
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (“PCAOB”) and are required to be independent with respect to the Group in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB and in accordance with the auditing standards generally accepted in
the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud. The Group is not required to have, nor were
we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an
understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the
Group’s internal control over financial reporting. Accordingly, we express no such opinion.
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.
Critical
Audit Matter
Critical
audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be
communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and
(2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/
Onestop Assurance PAC
Singapore
February
27, 2025
PCAOB
ID number: 6732
We
have served as the Group’s auditor since 2024.
Holistic
Asset Finance Group Co., Ltd
Consolidated
Balance Sheets
As
of December 31, 2024 and 2023
Currency
expressed in United States Dollars (“US$” or “$”), except for number of shares or otherwise stated
| | |
| | |
December 31, | | |
December 31, | |
| | |
Note | | |
2024 | | |
2023 | |
| ASSETS | |
| | |
| | |
| |
| CURRENT ASSETS | |
| | |
| | |
| |
| Cash and cash equivalents | |
| | | |
$ | 17,409 | | |
$ | 10,618 | |
| Account receivable, net | |
| | | |
| 6,062 | | |
| - | |
| Deposits, prepayments and other receivables | |
| 6 | | |
| 4,948 | | |
| 5,395 | |
| Due from a related party | |
| 8 | | |
| 742 | | |
| 7,564 | |
| Total Current Assets | |
| | | |
| 29,161 | | |
| 23,577 | |
| NON-CURRENT ASSETS | |
| | | |
| | | |
| | |
| Operating lease right-of-use assets | |
| | | |
| 769 | | |
| - | |
| TOTAL ASSETS | |
| | | |
| 29,930 | | |
| 23,577 | |
| | |
| | | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | |
| | | |
| | | |
| | |
| CURRENT LIABILITIES | |
| | | |
| | | |
| | |
| Advance from customers | |
| | | |
| 10,000 | | |
| - | |
| Other payables | |
| 7 | | |
| 57,968 | | |
| 11,392 | |
| Tax payable | |
| | | |
| 2,474 | | |
| 1,343 | |
| Due to related parties | |
| 8 | | |
| 187,311 | | |
| 92,061 | |
| Total current liabilities | |
| | | |
| 257,753 | | |
| 104,796 | |
| TOTAL LIABILITIES | |
| | | |
| 257,753 | | |
| 104,796 | |
| | |
| | | |
| | | |
| | |
| COMMITMENTS AND CONTINGENCIES | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | |
| SHAREHOLDERS’ DEFICIT | |
| | | |
| | | |
| | |
| Series A convertible preferred stock - 2,083,333 shares authorized, par value $0.001, 2,083,333 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively | |
| | | |
| 2,083 | | |
| 2,083 | |
| Series L Preferred stock- 1,000 shares authorized, par value $0.001, 1,000 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively | |
| | | |
| 1 | | |
| 1 | |
| Common stock - 600,000,000 shares authorized, par value $0.001, 70,928,185 and 35,928,185 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively | |
| | | |
| 70,928 | | |
| 35,928 | |
| Additional paid-in capital | |
| | | |
| 70,736,456 | | |
| 70,736,456 | |
| Accumulated deficit | |
| | | |
| (71,038,015 | ) | |
| (70,855,708 | ) |
| Accumulated other comprehensive income | |
| | | |
| 724 | | |
| 21 | |
| Total shareholders’ deficit | |
| | | |
| (227,823 | ) | |
| (81,219 | ) |
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | |
| | | |
$ | 29,930 | | |
$ | 23,577 | |
The
accompanying notes are an integral part of these consolidated financial statements.
Holistic
Asset Finance Group Co., Ltd
Consolidated
Statements of Operations and Comprehensive Loss
For
the Years Ended December 31, 2024 and 2023
Currency
expressed in United States Dollars (“US$” or “$”), except for number of shares or otherwise stated
| | |
| | |
Years ended
December 31, | | |
Years ended
December 31, | |
| | |
Note | | |
2024 | | |
2023 | |
| | |
| | |
| | |
| |
| Revenue | |
| 4 | | |
$ | 103,177 | | |
$ | 120,722 | |
| Cost of revenue | |
| | | |
| (10,298 | ) | |
| (24,661 | ) |
| Gross profit | |
| | | |
| 92,879 | | |
| 96,061 | |
| | |
| | | |
| | | |
| | |
| Operating expenses | |
| | | |
| | | |
| | |
| General and administrative expenses | |
| 5 | | |
| (277,720 | ) | |
| (92,094 | ) |
| (Loss)/Profit from operations | |
| | | |
| (184,841 | ) | |
| 3,967 | |
| | |
| | | |
| | | |
| | |
| Other income/(expenses) net: | |
| | | |
| | | |
| | |
| Interest income | |
| | | |
| 37 | | |
| 18 | |
| Foreign exchange gain/(loss) | |
| | | |
| 2,583 | | |
| (746 | ) |
| Other expenses | |
| | | |
| (86 | ) | |
| (261 | ) |
| Total other income/(expenses), net | |
| | | |
| 2,534 | | |
| (989 | ) |
| | |
| | | |
| | | |
| | |
| (Loss)/Profit before income taxes | |
| | | |
| (182,307 | ) | |
| 2,978 | |
| | |
| | | |
| | | |
| | |
| Income tax expenses | |
| | | |
| - | | |
| (4,695 | ) |
| Net loss | |
| | | |
| (182,307 | ) | |
$ | (1,717 | ) |
| Foreign currency translation adjustment | |
| | | |
| 703 | | |
| 22 | |
| Total Comprehensive loss | |
| | | |
$ | (181,604 | ) | |
| (1,695 | ) |
| | |
| | | |
| | | |
| | |
| Weighted average shares outstanding: | |
| | | |
| | | |
| | |
| Basic | |
| | | |
| 55,969,281 | | |
| 35,928,185 | |
| Diluted | |
| | | |
| 55,969,281 | | |
| 35,928,185 | |
| | |
| | | |
| | | |
| | |
| Loss per share | |
| | | |
| | | |
| | |
| Basic | |
| | | |
$ | (0.0033 | ) | |
| (0.0000 | ) |
| Diluted | |
| | | |
$ | (0.0033 | ) | |
| (0.0000 | ) |
The
accompanying notes are an integral part of these consolidated financial statements.
Holistic
Asset Finance Group Co., Ltd
Consolidated
Statements of Changes in Shareholders’ Deficit
For
the Years Ended December 31, 2024 and 2023
Currency
expressed in United States Dollars (“US$” or “$”), except for number of shares or otherwise stated
| | |
Series A
Preferred
Stock | | |
Series L
Preferred
Stock | | |
Common Stock | | |
Additional | | |
| | |
Accumulated
other | | |
Total | |
| | |
Number of
shares | | |
Amount | | |
Number of
Shares | | |
Amount | | |
Number of
Shares | | |
Par
Value | | |
Paid-in
Capital | | |
Accumulated
Deficit | | |
comprehensive
(loss) income | | |
Stockholders’
Equity | |
| Balance – December 31, 2022 | |
| 2,083,333 | | |
$ | 2,083 | | |
| 1,000 | | |
$ | 1 | | |
| 35,928,185 | | |
$ | 35,928 | | |
$ | 70,736,456 | | |
$ | (70,853,991 | ) | |
$ | (1 | ) | |
$ | (79,524 | ) |
| Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (1,717 | ) | |
| - | | |
| (1,717 | ) |
| Other comprehensive income | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 22 | | |
| 22 | |
| Balance – December 31, 2023 | |
| 2,083,333 | | |
| 2,083 | | |
| 1,000 | | |
| 1 | | |
| 35,928,185 | | |
| 35,928 | | |
| 70,736,456 | | |
| (70,855,708 | ) | |
| 21 | | |
| (81,219 | ) |
| Issuance of new shares | |
| - | | |
| - | | |
| - | | |
| - | | |
| 35,000,000 | | |
| 35,000 | | |
| - | | |
| - | | |
| - | | |
| 35,000 | |
| Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (182,307 | ) | |
| - | | |
| (182,307 | ) |
| Other comprehensive income | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 703 | | |
| 703 | |
| Balance – December 31, 2024 | |
$ | 2,083,333 | | |
$ | 2,083 | | |
| 1,000 | | |
$ | 1 | | |
| 70,928,185 | | |
$ | 70,928 | | |
$ | 70,736,456 | | |
$ | (71,038,015 | ) | |
$ | 724 | | |
$ | (227,823 | ) |
The
accompanying notes are an integral part of these consolidated financial statements.
Holistic
Asset Finance Group Co., Ltd
Consolidated
Statements of Cash Flows
For
the Years Ended December 31, 2024 and 2023
Currency
expressed in United States Dollars (“US$” or “$”), except for number of shares or otherwise stated
| | |
Years ended
December 31, | | |
Years ended
December 31, | |
| | |
2024 | | |
2023 | |
| CASH FLOWS FROM OPERATING ACTIVITIES | |
| | |
| |
| Net loss | |
$ | (182,307 | ) | |
$ | (1,717 | ) |
| Adjustments to reconcile net income to net cash provided by operating activities: | |
| | | |
| | |
| Deferred tax expenses | |
| - | | |
| 3,442 | |
| Amortization of operating lease right-of-use assets | |
| 140 | | |
| - | |
| Changes in operating assets and liabilities: | |
| | | |
| | |
| Account receivable | |
| (6,468 | ) | |
| 8,336 | |
| Inventory | |
| - | | |
| 2,305 | |
| Deposits, prepayments and other receivables | |
| 281 | | |
| (1,642 | ) |
| Due from a related party | |
| 44,352 | | |
| (7,564 | ) |
| Due to related parties | |
| 93,434 | | |
| 21,345 | |
| Advance from customers | |
| 10,669 | | |
| (32,424 | ) |
| Other payables | |
| 47,804 | | |
| 4,439 | |
| Tax payable | |
| 1,337 | | |
| 1,165 | |
| Operating lease payable | |
| (970 | ) | |
| - | |
| Net cash provided by (used in) operating activities | |
| 8,272 | | |
| (2,315 | ) |
| | |
| | | |
| | |
| Net increase (decrease) in cash | |
| 8,272 | | |
| (2,315 | ) |
| Effect of exchange rates on cash | |
| (1,481 | ) | |
| 22 | |
| Cash and restricted cash, beginning of year | |
| 10,618 | | |
| 12,911 | |
| Cash and restricted cash, end of year | |
$ | 17,409 | | |
$ | 10,618 | |
| | |
| | | |
| | |
| Supplemental cash flow disclosures: | |
| | | |
| | |
| Cash paid for income tax | |
$ | 1,207 | | |
$ | - | |
| Right-of-asset obtained in exchange for operating lease obligations | |
$ | 970 | | |
$ | - | |
The
accompanying notes are an integral part of these consolidated financial statements
Holistic
Asset Finance Group Co., Ltd
Notes
to the Consolidated Financial Statements
For
the Years ended December 31, 2024 and 2023
NOTE
1 – Organization and Business description
Holistic
Asset Finance Group Co., Ltd. (the “Company”) was incorporated in Nevada on March 16,
1998 as Noble Quests Inc. The Company changed its name to Legend Media, Inc. on February 11, 2008. The Company changed its name to Holistic
Asset Finance Group Co., Ltd., on November 25, 2019. The
Company changed its name to Omega International Group, Inc., with the State of Nevada on
January 03, 2022. The Company changed its name back to Holistic Asset Finance Group Co., Ltd. on October 23, 2024. The company
is a holding company and conducts its primary operations of selling Australian-branded nutrition, health, and wellness products on Asian
markets, and also providing expertise in social media digital marketing and video production through its indirectly held wholly owned
subsidiary that is incorporated and domiciled in Australia, namely Wombat Australia Holdings Pty Ltd (“Wombat”).
Details
of the Company and its subsidiaries (the “Group) are set out in the table as follows:
| Name of
Entity |
|
Background |
|
Ownership |
|
Principle activities |
| Holistic Asset Finance Group Co., Ltd. |
|
U.S.A |
|
Parent |
|
Holding company |
| |
|
|
|
|
|
|
| Wombat
Australia Holdings Pty Ltd (“Wombat Australia”) |
|
Australia |
|
100% |
|
Selling Australian-branded nutrition, health, and wellness products and providing expertise in social media digital marketing and video production |
| |
|
|
|
|
|
|
| Plural Capital Company Limited (“Plural”) |
|
Hong Kong |
|
100% |
|
No business since 31 December 2021. Deregistered in 20 October 2023. |
On
January 03, 2022, the Company filed a Certificate of Amendment with Nevada Secretary of State to amend the name of Corporation to Omega
International Group, Inc..
On
January 13, 2022, the Company filed the application with FINRA for the change of company name and symbol. To date, FINRA has not yet
finished processing the application.
On
October 23, 2024, the Company filed a Certificate of Amendment with Nevada Secretary of State to change the name of Corporation back
to Holistic Asset Finance Group Co., Ltd..
On
July 12, 2022, the Company entered into a Share Exchange Agreement with Wombat Australia Holdings Pty Ltd (“Wombat”), pursuant
to which the Company issued 2,000,000 shares of Common Stock (the “Acquisition Shares”) in exchange for 100 % equity ownership
stake in Wombat (the “Acquisition”). Following the Acquisition, the Company became the 100% equity holder in Wombat. The
Acquisition was structured as a tax-free reorganization.
On
27 July 2022, the Board of Directors and the Majority Shareholder approved and authorized the divestiture of its subsidiary, Plural Capital
Company Limited, due to the fact that Plural has had no business activities since December 31, 2021. And this Company was accordingly
deregistered on 20 October 2023.
NOTE
2 – Summary of significant accounting policies
Basis
of presentation
The
accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the
United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities Exchange Commission
(“SEC”).
Principles
of Consolidation
The
consolidated financial statements include the financial statements of the Company and its subsidiaries. All intercompany transactions
and balances among the Company and its subsidiaries have been eliminated upon consolidation.
Use
of estimates
The
preparation of consolidated financial statements in conformity with U.S. 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. These estimates are based on information
as of the date of the consolidated financial statements and are adjusted to reflect actual experience when necessary. Actual results
could differ from these estimates.
Commitments
and contingencies
The
Group follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions
may exist as of the date the financial statements are issued, which may result in a loss to the Group but which will only be resolved
when one or more future events occur or fail to occur. The Group assesses such contingent liabilities, and such assessment inherently
involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Group or
un-asserted claims that may result in such proceedings, the Group evaluates the perceived merits of any legal proceedings or un-asserted
claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If
the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability
can be estimated, then the estimated liability would be accrued in the Group’s financial statements. If the assessment indicates
that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then
the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss
contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.
Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on
the Group’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters
will not materially and adversely affect the Group’s business, financial position, and results of operations or cash flows.
Revenue
recognition
The
Group sells Australian-branded nutrition, health, and wellness products and provides social media digital marketing and video production
service to its customers. The Group has adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and all subsequent
ASUs that modified ASC 606 for the years ended December 31, 2024 and 2023. The core principle of the guidance is
that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects
the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle,
the Group applies the following steps:
| Step 1: | Identify
the contract (s) with a customer |
| Step 2: | Identify
the performance obligations in the contract |
| Step 3: | Determine
the transaction price |
| Step 4: | Allocate
the transaction price to the performance obligations in the contract |
| Step 5: | Recognize
revenue when (or as) the entity satisfies a performance obligation |
Product
sales
The
Group generates revenue through the product sale of Australian-branded nutrition, health, and wellness products to its customers and
recognizes revenue when control is transferred to customers, in an amount that reflects the consideration the Group expects to be entitled
to in exchange for the goods and is recorded net of value-added tax (“VAT”). For Australian-branded nutrition, health, and
wellness products sales, the Group believes the single performance obligation is satisfied upon delivery of goods to customers which
is considered at the point in time, and all the risks and benefits of the transaction has been passed to the customer and the Group does
not have any further performance obligation. The revenue is therefore recognized at the point in time when goods are delivered to customers.
The Group’s contracts with customers are primarily on a fixed-price basis. The Group recognizes the revenue from Australian-branded
nutrition, health, and wellness products sales on a gross basis as the Group is acting as a principal in these transactions and is responsible
for fulfilling the promise to provide the specified goods.
Service
revenue
The
Group also generates revenue through charging service fees on a fixed-price basis from customers for providing social media digital marketing
and video production service, where the Group’s performance obligation is to provide social media digital marketing and video production
service assisting its customers on marketing efforts. Service revenue is recognized at the point in time when the customers acknowledge
and accept the service.
Contract
balances
Accounts
receivable represent revenue recognized when the Group has satisfied the Group’s performance obligation and has the unconditional
rights to payment. Unearned revenue consists of payments received or awards to customers related to unsatisfied performance obligation
at the end of the period, included in advance from customers in the Group’s consolidated balance sheets with the balance of $10,000
and Nil as of December 31, 2024 and 2023, respectively.
The
opening balance of advance from customers as of January 1, 2023 was $32,424. Revenue recognized for the years ended December 31, 2024
and 2023 that was included in the advances from customers balance at the beginning of the period was Nil and $32,424, respectively.
Disaggregation
of revenue
For
the years ended December 31, 2024 and 2023, the disaggregation of revenue by major revenue streams is as follows:
| | |
Years ended
December 31,
2024 | | |
Years ended
December 31,
2023 | |
| Product sales | |
$ | 6,559 | | |
| 17,251 | |
| Service revenue | |
| 96,618 | | |
| 103,471 | |
| | |
$ | 103,177 | | |
| 120,722 | |
| | |
Years ended
December 31,
2024 | | |
Years ended
December 31,
2023 | |
| Singapore | |
$ | 61,884 | | |
| 36,443 | |
| Taiwan | |
| 41,293 | | |
| 84,279 | |
| | |
$ | 103,177 | | |
| 120,722 | |
The company recognizes revenue based on the location of the customer at the time of sale or service delivery.
Cost
of revenues
The
Group’s product cost includes purchase price, shipping cost and warehousing cost for Australian-branded nutrition, health, and
wellness products. The Company’s service cost includes salaries of staff providing social media digital marketing and video production
service.
Income
Tax Provisions
The
Group accounts for current income taxes in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognized
when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the consolidated financial
statements. 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 including the enactment date. Valuation allowances are established, when necessary,
to reduce deferred tax assets to the amount expected to be realized.
An
uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained
in a tax examination. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on
examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest
incurred related to underpayment of income tax are classified as income tax expense in the period incurred. No significant penalties
or interest relating to income taxes have been incurred for the years ended December 31, 2024 and 2023.
Cash
and cash equivalents
Cash
and cash equivalents primarily consist of bank deposits, which includes deposits with original maturities of three months or
less with commercial banks. The company’s cash and cash equivalents are not subject to any restrictions.
Accounts
Receivable
Accounts
receivables include trade accounts due from customers. The Group maintains an allowance for credit losses which reflects its best estimate
of amounts that potentially will not be collected. The Group determines the allowance for credit losses taking into consideration various
factors including but not limited to historical collection experience and credit-worthiness of the debtors as well as the age of the
individual receivables balance. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments — Credit
Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which requires the Group to measure and recognize expected
credit losses for financial assets held and not accounted for at fair value through net income. The Group adopted this guidance effective
January 1, 2023. The Group makes specific bad debt provisions based on management’s best estimates of specific losses on individual
exposures, as well as a provision on historical trends of collections and future economic conditions (extend data and macroeconomic factors).
Account balances are charged off against the allowance after all means of collection have been exhausted and the likelihood of collection
is not probable. As of December 31, 2024 and 2023, the Group does not consider an allowance for doubtful accounts to be necessary.
Deposits,
prepayments and other receivables
Deposits,
prepayments and other receivables primarily consist of input GST tax, rental deposit and prepayments for services, which are presented
net of allowance for doubtful accounts. Prepayment and other assets are classified as either current or non-current based on the terms
of the respective agreements. The Group maintains a provision for doubtful accounts to state prepayments at their estimated realizable
value based on a variety of factors, including the possibility of releasing the prepayments into service and historical experience. As
of December 31, 2024 and 2023, no provision for doubtful accounts for deposits, prepayments and other receivables was made.
Fair
Value of Financial Instruments
ASC 825-10
requires certain disclosures regarding the fair value of financial instruments. Fair value is defined as the price that would be received
to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level
fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable
inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:
| ● | Level
1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active
markets. |
| ● | Level
2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted
market prices for identical or similar assets 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 to the valuation methodology are unobservable. |
Unless
otherwise disclosed, the fair value of the Group’s financial instruments, including cash, Cash and cash equivalents, account Receivable,
net, deposits, prepayments and other receivables, due from a related party, advance from customers, other payables, due to related parties,
approximates their recorded values due to their short-term maturities.
Inventories
Inventories
are stated at the lower of cost or net realizable value. Cost of inventory are determined using the first-in-first-out method. The Group
records inventory reserves for obsolete and slow-moving inventory. Inventory reserves are based on inventory obsolescence trends, historical
experience and application of the specific identification method. As of December 31, 2024 and 2023, the Group had provision for inventory
reserve of nil and nil, respectively.
Basic
and diluted earnings (loss) per shares
The
Group computes earnings per share, in accordance with ASC Topic 260, Earnings Per Share, which requires dual presentation
of basic and diluted earnings per share. Basic earnings per share is computed by dividing net income or loss by the weighted average
number of common shares outstanding during the period. Diluted earnings per 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 convertible shares stock options and warrants.
The
Group incurred a net loss of $182,307 and $1,717 for the years ended December 31, 2024 and 2023. Therefore, the effect of convertible
preferred stock outstanding is anti-dilutive during the years ended December 31, 2024 and 2023. On December 31, 2024 and 2023 the following
potentially dilutive shares were excluded from diluted loss per share because of their anti-dilutive effect:
| | |
Years ended
December 31, | | |
Years ended
December 31, | |
| | |
2024 | | |
2023 | |
| Convertible preferred stock | |
| 2,083,333 | | |
| 2,083,333 | |
The following is an analysis of the differences between basic and diluted earnings per common share. For the years ended December 31, 2024 and 2023:
| Net loss | |
$ | (182,307 | ) | |
| (1,717 | ) |
| Weighted average shares outstanding | |
| 55,969,281 | | |
| 35,928,185 | |
| Diluted effect of convertible preferred stocks | |
| - | | |
| - | |
| Weighted average shares – diluted | |
| 55,969,281 | | |
| 35,928,185 | |
| | |
| | | |
| | |
| loss per share: | |
| | | |
| | |
| Basic | |
$ | (0.0033 | ) | |
| (0.0000 | ) |
| Diluted | |
$ | (0.0033 | ) | |
| (0.0000 | ) |
Since net income (loss)
from discontinued operations is nil for the year ended December 31, 2023, the basic and diluted earnings (loss) per share for discontinued
operations is nil for the year ended December 31, 2023.
Comprehensive
income (loss)
ASC
Topic 220, Comprehensive Income, 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 income totalling $703 and $22 for the years ended December 31, 2024 and 2023, respectively, related to foreign currency
translation adjustment.
Segment
reporting
The
Group follows ASC 280, “Segment Reporting” The Group’s Chief Executive Officer or chief operating decision-maker
reviews the consolidated financial results when making decisions about allocating resources and assessing the performance of the Group
as a whole and hence, the Group has only one reportable segment.
Foreign
Currencies
The
functional currencies of the Group are the local currency of the countries in which the subsidiaries operate. The Group’s consolidated
financial statements are reported using U.S. Dollars. The results of operations and the consolidated statements of cash flows denominated
in foreign currencies are translated at the average rates of exchange during the reporting period. Assets and liabilities denominated
in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect on that date. The equity
denominated in the functional currencies is translated at the historical rates of exchange at the time of capital contributions. Because
cash flows are translated based on the average translation rates, amounts related to assets and liabilities reported on the consolidated
statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. Translation
adjustments arising from the use of different exchange rates from period to period are included as a separate component in accumulated
other comprehensive income included in consolidated statements of changes in shareholders’ equity. Gains and losses from foreign
currency transactions are included in the consolidated statement of income and comprehensive income.
The
Group operates primarily in Australia and Taiwan, with Taiwan functioning as a branch of Wombat Australia. The entire management
team is primarily based in Australia. Accordingly, Wombat Australia’s functional currency is the Australian Dollar
(“AUD”). The Group’s consolidated financial statements have been translated into the reporting currency of
U.S. Dollars (“US$”).
Rates
that were used in creating the consolidated financial statements:
| | |
| December 31, 2024 | | |
| December 31, 2023 | |
| Balance sheet items, except for equity accounts | |
| AUD$1 = USD 0.6183 | | |
| AUD$1 = USD 0.6805 | |
| Items in the statements of income and cash flows | |
| AUD$1 = USD 0.6597 | | |
| AUD$1 = USD 0.6805 | |
Leases
The
Group accounts for leases in accordance with ASC Topic 842, Lease. Operating lease right-of-use assets represents 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 Group 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 Group 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 Group will recognize the lease payments for short term leases on a straight-line basis
over the lease term.
Concentrations
of risks
(a) Concentration
of credit risk
Assets
that potentially subject the Group to a concentration of credit risk primarily consist of cash, accounts receivable and other current
assets. The maximum exposure of such assets to credit risk is their carrying amounts as at the balance sheet dates. As of December 31,
2024 and 2023, the aggregate amount of cash of $17,409 and $10,618, respectively, was held at major financial institutions in Australia
and Taiwan, where there are AUD 250,000 in Australia and TWD 3,000,000 in Taiwan deposit insurance limit for a legal entity’ balance
at major financial institutions in Australia and Taiwan. To limit the exposure to credit risk relating to deposits, the Group primarily
places cash deposits with large financial institutions. As a result, the amounts not covered by Australian Prudential Regulation Authority and Central Deposit Insurance Corporation were nil and nil
as of December 31, 2024 and 2023. The Group conducts credit evaluations of its customers and suppliers, and generally does not require
collateral or other security from them. The Group establishes an accounting policy to provide for allowance for doubtful accounts based
on the individual customer’s and supplier’s financial condition, credit history, and the current economic conditions.
(b) Significant
customers
In
the year ended December 31, 2024, two related party customers accounted for 53%, 20% of the Group’s revenues. In the year ended
December 31, 2023, three third-party customers and one related party customers accounted for 27%, 13%, 12% and 30% of the Group’s
revenues, respectively. No other customer accounted for more than 10% of the Group’s revenues for the years ended December 31,
2024 and 2023.
(c) Significant
suppliers
In
the year ended December 31, 2024, one third-party supplier accounted for 82% of the Group’s purchases. In the year ended December
31, 2023, two third-party suppliers accounted for 52%, 48% of the Group’s purchases, respectively. No other suppliers accounted
for more than 10% of the Group’s purchases for the years ended December 3, 2024 and 2023.
(d) Significant
account receivable
As
of December 31, 2024, one third party customer accounted for 100% of the Group’s accounts receivable. As of December 31, 2023,
the Group’s accounts receivable balance is nil.
(e) Foreign
currency risk
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 Group. These transaction gains and losses, if any, are included in results of operations.
Recent Accounting Pronouncements
The
Group considers the applicability and impact of all accounting standards updates(“ASUs”). Management periodically reviews
new accounting standards that are issued.
In
June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments — Credit Losses (Topic 326):
Measurement of Credit Losses on Financial Instruments,” which requires the Group to measure and recognize expected credit losses
for financial assets held and not accounted for at fair value through net income. In November 2018, April 2019 and May 2019,
the FASB issued ASU No. 2018-19, “Codification Improvements to Topic 326, Financial Instruments — Credit
Losses,” “ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments — Credit
Losses,” “Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments,” and “ASU No. 2019-05,
Financial Instruments — Credit Losses (Topic 326): Targeted Transition Relief,” which provided additional
implementation guidance on the previously issued ASU. The ASU is effective for fiscal years beginning after Dec. 15, 2019 for
public business entities that meet the definition of an SEC filer, excluding entities eligible to be SRCs as defined by the SEC. All
other entities, ASU No. 2016-13 is effective for fiscal years beginning after December 15, 2022. The adoption of this
guidance did not have a material impact on the Group’s consolidated financial statements.
In
October 2021, the FASB issued ASU No. 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets
and Contract Liabilities from Contracts with Customers” (“ASU 2021-08”). This ASU requires entities to apply Topic 606
to recognize and measure contract assets and contract liabilities in a business combination. The amendments improve comparability after
the business combination by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in
a business combination and revenue contracts with customers not acquired in a business combination. The amendments are effective for
the Group beginning after December 15, 2023, and are applied prospectively to business combinations that occur after the effective
date. The adoption of this guidance did not have a material impact on the Group’s consolidated financial statements.
In
November 2023, the FASB issued ASU No.2023-07, “Segment reporting (Topic 280): Improvements to Reportable Segment Disclosures”
(ASU 2023-07). This ASU primarily requires incremental disclosures of disaggregate expense information about a company’s reportable
segments. The amendments are effective for fiscal years beginning after December 15, 2023. The adoption of this guidance did not
have a material impact on the Group’s consolidated financial statements.
The
Group does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material
effect on the Group’s consolidated balance sheets, statements of operations and comprehensive loss and statements of cash flows.
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.
NOTE
3 – Going concern
The
accompanying financial statements have been prepared assuming that the Group will continue as a going concern, which contemplates continuity
of operations, realization of assets, and liquidation of liabilities in the normal course of business.
As
reflected in the accompanying financial statements, the Group had a net loss of $182,307 and $1,717 for the years ended
December 31, 2024 and 2023, had an accumulated deficit on December 31, 2024 of $71,038,015 and on December 31, 2023 of $70,855,708, had net
current liability position on December 31, 2024 of $228,592 and on December 31, 2023 of $81,219.
These
conditions raised substantial doubt about the Group’s ability to continue as a going concern. The Group’s ability to continue
as a going concern will require the Group to obtain additional financing to fund its operations. In assessing the going concern, the
board of directors has considered:
-
Additional equity financing from major shareholders or financial support from the Group’s related parties.
-
Based on the business plans of the Group, the management is actively developing new business that will generate revenue and cash inflows
to the Group.
The
board of directors believes the Group has adequate financial resources to continue in operational existence for the foreseeable future,
a period of at least 12 months from the date of this report. Accordingly, the going concern basis of accounting continues to be used
in the preparation of the consolidated financial statements for the year ended December 31, 2024.
NOTE
4: Revenue
| | |
Years ended
December 31,
2024 | | |
Years ended
December 31,
2023 | |
| Product sales | |
$ | 6,559 | | |
| 17,251 | |
| Service revenue | |
| 96,618 | | |
| 103,471 | |
| | |
$ | 103,177 | | |
| 120,722 | |
NOTE
5: General and administration expenses
| | |
Years ended
December 31,
2024 | | |
Years ended
December 31,
2023 | |
| Wage, salary and insurance | |
$ | 58,620 | | |
| 37,123 | |
| Lease | |
| 32,200 | | |
| 17,068 | |
| Legal & professional fee | |
| 157,579 | | |
| 10,612 | |
| General expense | |
| 29,321 | | |
| 27,291 | |
| | |
$ | 277,720 | | |
$ | 92,094 | |
NOTE
6 - Deposits, prepayments and other receivables
| | |
December 31,
2024 | | |
December 31,
2023 | |
| Prepayments | |
$ | 3,405 | | |
| 4,760 | |
| Rental deposit | |
| 1,362 | | |
| 483 | |
| GST tax | |
| 181 | | |
| 152 | |
| | |
$ | 4,948 | | |
$ | 5,395 | |
NOTE
7 - Other payables
| | |
December 31,
2024 | | |
December 31,
2023 | |
| Wage, salary and insurance | |
$ | 7,575 | | |
| 8,690 | |
| Service fee | |
| 44,059 | | |
| 2,441 | |
| Travel expenses accrued | |
| 5,837 | | |
| - | |
| Others | |
| 497 | | |
| 261 | |
| | |
$ | 57,968 | | |
$ | 11,392 | |
NOTE
8 - Related parties transactions and balance
Parties
are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant
influence over the other party in making financial and operational decisions.
The
related parties that had transactions or balances with the Company in 2024 and 2023 consisted of:
| Related Parties |
|
Relationship with company |
| Huang Huei-Ching |
|
The Company’s President and Director and ultimate beneficial owner |
| CUI Yan |
|
The Company’s Chief Financial Officer. He resigned as Chief Financial Officer and became a director since August 2024. |
| Yang Hsiao-Wen |
|
The Company’s Chief Executive Officer |
| Huang Po-Yao |
|
The Company’s Director before August 2024 and sibling of Huang Huei Ching. |
| Huang Tz-Ray |
|
The Company’s Director and ceased to be a related party as resigned as a director in August 2024. |
| Worldwide Savants Capital Pty Ltd |
|
Huang, Huei Ching is the Director of Worldwide Savants Capital |
| Bears Consulting & Management Co., Ltd |
|
Huang Po-Yao is the Director of Bears Consulting & Management Co., Ltd. |
| | |
December 31,
2024 | | |
December 31,
2023 | |
| Due from a related party* | |
| | |
| |
| Huang Huei-Ching | |
$ | 742 | | |
| 7,564 | |
| | |
| | | |
| | |
| * The balance is prepayment for an operating lease. | |
| | | |
| | |
| | |
| | | |
| | |
| Due to related parties** | |
| | | |
| | |
| Huang Huei-Ching | |
| 182,309 | | |
| 86,715 | |
| Bears Consulting & Management Co., Ltd | |
| 5,002 | | |
| 5,346 | |
| | |
$ | 187,311 | | |
| 92,061 | |
| | |
| | | |
| | |
| ** The
above balances are due on demand, interest-free and unsecured. | |
| | | |
| | |
| 2) | Related
party transactions |
| Name of related parties | |
Years ended
December 31,
2024 | | |
Years ended
December 31,
2023 | |
| Revenue | |
| | |
| |
| Worldwide Savants Capital Pty Ltd | |
$ | 54,770 | | |
| 36,443 | |
| Bears Consulting & Management Co., Ltd | |
| 20,183 | | |
| 10,588 | |
| YANG Hsiao-Wen | |
| - | | |
| 218 | |
| | |
$ | 74,953 | | |
| 47,249 | |
| | |
| | | |
| | |
| Purchase of office equipment and furniture | |
| | | |
| | |
| Bears Consulting & Management Co., Ltd | |
$ | - | | |
| 5,402 | |
| | |
| | | |
| | |
| Lease Expenses | |
| | | |
| | |
| Huang Huei-Ching | |
$ | 140 | | |
| - | |
| Bears Consulting & Management Co., Ltd | |
| - | | |
| 11,786 | |
| | |
$ | 140 | | |
| 11,786 | |
NOTE 9
— Taxes
| (a) | Corporate Income Taxes
(“CIT”) |
Neveda
Nevada
does not have a corporate income tax.
Australia
Under
Australian tax law, the applicable corporate income tax rate is 30%, or 25% if the company qualifies as a base rate entity (with annual
turnover less than AUD 50 million and 80% or less of its assessable income from passive sources). In addition, there is no time limit
for the carryforward of tax losses, allowing them to be carried forward indefinitely. However, when a company applies carried-forward
losses, it must pass either the Continuity of Ownership Test (COT) or the Same Business Test (SBT) to ensure that the loss deduction
complies with the regulations.
Taiwan
Under
Taiwan tax law, the applicable corporate income tax rate is fixed at 20% effective from January 1, 2019. Operating losses may be carried
forward to the tenth succeeding tax year when a “blue return” is filed or when the return is certified by an independent
certified public accountant. No carry-back of losses is permitted.
| i) | The components of the income tax provision are as follows: |
| | |
Years ended
December 31,
2024 | | |
Years ended
December 31,
2023 | |
| Current income tax expenses | |
$ | - | | |
| 1,260 | |
| Deferred income tax expenses (benefit) | |
| - | | |
| 3,435 | |
| Total provision for income taxes | |
$ | - | | |
| 4,695 | |
| ii) | The
following table reconciles Australia statutory rates to the Group’s income tax expenses: |
| | |
Years ended
December 31,
2024 | | |
Years ended
December 31,
2023 | |
| Loss before tax | |
$ | (182,307 | ) | |
| 2,978 | |
| Australia statutory income tax rate | |
| 25 | % | |
| 25 | % |
| Provision for income taxes | |
| (45,578 | ) | |
| 744 | |
| Non taxable income taxes | |
| (395 | ) | |
| (65 | ) |
| Non-deductible expenses | |
| 41,431 | | |
| 4,016 | |
| Change in valuation allowance | |
| 7,880 | | |
| 9,585 | |
| Others | |
| (3,338 | ) | |
| (9,585 | ) |
| Income tax expenses | |
$ | - | | |
| 4,695 | |
Deferred
Taxes
Deferred
income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. Significant components of the Group’s deferred tax assets and
deferred tax liabilities were as follows:
| | |
Years ended
December 31,
2024 | | |
Years ended
December 31,
2023 | |
| Deferred tax assets: | |
| | |
| |
| Net operating loss carry forward | |
$ | 18,432 | | |
| 10,552 | |
| Total deferred tax assets | |
| | | |
| | |
| Less: valuation allowance | |
| (18,432 | ) | |
| (10,552 | ) |
| Deferred tax assets, net | |
$ | - | | |
| - | |
| iii) | The
following summarizes deferred assets, net and liabilities resulting from differences between
financial accounting basis and tax basis of assets and liabilities: |
| Deferred tax assets, net: | |
December 31,
2024 | | |
December 31,
2023 | |
| Balance as of beginning | |
$ | - | | |
| 3,442 | |
| Addition | |
| - | | |
| - | |
| Utilization of operating loss | |
| - | | |
| (3,435 | ) |
| Foreign currency translation adjustments | |
| - | | |
| (7 | ) |
| Ending balance | |
$ | - | | |
| - | |
The
deferred tax liabilities are nil as of December 31, 2024 and 2023.
As
of December 31, 2024 and 2023, the amount of tax loss carry-forwards of the Group was as following:
| Location | |
Years ended
December 31,
2024 | | |
Years ended
December 31,
2023 | |
| Neveda | |
$ |
- | | |
- | |
| Australia | |
| 18,165 | | |
| - | |
| Taiwan | |
| 69,449 | | |
| 52,761 | |
| | |
$ | 87,614 | | |
| 52,761 | |
Taxes
payable consist of the following:
| | |
December 31,
2024 | | |
December 31,
2023 | |
| Income tax payable | |
$ | 13 | | |
| 1,260 | |
| Value-added tax payable | |
| 2,461 | | |
| 83 | |
| | |
$ | 2,474 | | |
| 1,343 | |
NOTE
10 – Disclosure of discontinued operations
On
July 27, 2022, the Board of Directors and the Majority Shareholder approved and authorized the divestiture of the Company’s subsidiary,
Plural Capital Company Limited. This decision was made due to the cessation of all business activities by Plural Capital Company Limited
since December 31, 2021. The company was officially deregistered on October 20, 2023.
Major
Classes of Assets and Liabilities:
As
of December 31, 2023, there were no assets or liabilities related to the discontinued operations of Plural Capital Company Limited. Therefore,
no assets or liabilities have been classified as ” Discontinued operation” in the balance sheet as of December 31, 2023.
Reason
for Discontinuation:
The
discontinuation of Plural Capital Company Limited was part of the Group’s strategic decision to divest entities that no longer
contribute to the overall business operations, as Plural had ceased its operations on December 31, 2021.
Impact
on Financial Statements:
The
divestiture did not result in any material gain or loss for the Company, and there was no financial impact from discontinued operations
to report on consolidated statements of operations and comprehensive income for the year ended December 31, 2023.
The
discontinued operation represents a strategic shift that has a major effect on the Group’s operations and financial results, which
trigger discontinued operations accounting in accordance with ASC 205-20-45. Results of operations related to the discontinued operations
for the year ended December 31, 2023, were retroactively reported as income (loss) from discontinued operations.
For
the year ended December 31, 2023, revenue, cost of revenue, gross loss, loss from discontinued operations, loss before income taxes,
net loss from discontinued operations, and the assets and liabilities of the discontinued operations, were all nil.
The
Group did not have discontinued operations for the year ended December 31, 2024.
NOTE
11 – Stockholder’s equity
On
May 31, 2019, the Company amended its Articles of Incorporation (the “Amendment”), to increase our authorized shares from
137,000,000 shares to 610,000,000 shares, of which 600,000,000 are common stock and 10,000,000 are preferred stock.
Preferred
stock
The
Company has authorized 10,000,000 preferred shares with a par value of $0.001 per share. The Board of Directors is authorized to divide
the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof
from the shares of all other series and classes.
Series
A Preferred Stock
The
Company designated 2,083,333 shares of Series A Convertible Preferred Stock (“Series A”), which votes 1:1 to common stock
on an as converted basis, enjoys senior liquidation preferences to the common stock, and is convertible to common stock on a broad-based
weighted average basis at a $2.40 original issue price. Section 5 of the Certificate of Designation gives the Series A the right to veto
any amendment to the Certificate of Designation or the issuance of any class of preferred stock which has rights senior to or have priority
over the Series A Preferred.
During
the period ended December 31, 2024 and 2023, the Company did not issue any Series A Preferred Stock.
As
of December 31, 2024, and December 31, 2023, the Company had 2,083,333 shares of Series A Preferred Stock issued and outstanding, respectively.
Series
L Preferred Stock
On
May 24, 2019, the Company filed a Certificate of Designation of Series L Preferred Stock (“Series L”) with the Secretary of
State of Nevada. The number of shares of Series L Stock designated is 1,000 shares. The Series L are
entitled to vote with the common stock at a ratio of 1,000,000 votes per share of Series L. The Series L do not have rights to dividends,
have a liquidation preference junior to the Series A Preferred but senior to the common stock, have no redemption rights and are not
convertible into common stock.
During
the period ended December 31, 2024 and 2023, the Company did not issue any Series L Preferred Stock.
As
of December 31, 2024, and December 31, 2023, the Company had 1,000 shares of Series L Preferred Stock issued and outstanding, respectively.
Common
Stock
The
Company has authorized 600,000,000 common shares with a par value of $0.001 per share.
On
April 21, 2020, the Company issued 20,000,000 shares of Common Stock (the “Issuance Shares”) to its CEO, Liu Zhongkuo at
a purchase price of $0.001 per Issuance Share. Mr. Liu paid for the Issuance Shares by forgiving $20,000 of debt owed to him by the Company.
On
July 12, 2022, the Company entered into a Share Exchange Agreement with Wombat Australia Holdings Pty Ltd (“Wombat”), pursuant
to which the Company issued 2,000,000 shares of Common Stock (the “Acquisition Shares”) in exchange for 100 % equity ownership
stake in Wombat (the “Acquisition”). Following the Acquisition, the Company became the 100% equity holder in Wombat.
On
June 05, 2024, the Company issued 35,000,000 shares of Common Stock (the “Issuance Shares”) to its director, Huei- Ching
HUANG at a purchase price of $0.001 per Issuance Share. Ms. Huang paid for the Issuance Shares by forgiving $35,000 of debt owed to her
by the Company.
As
of December 31, 2024, and December 31, 2023, the Company had 70,928,185 and 35,928,185 shares of Common Stock issued and outstanding,
respectively.
NOTE 12
— Commitments and contingencies
From
time to time, the Group is subject to certain legal proceedings, claims and disputes that arise in the ordinary course of business. Although
the outcomes of these legal proceedings cannot be predicted, the Group does not believe these actions, in the aggregate, will have a
material adverse impact on its financial position, results of operations or liquidity. As of December 31, 2024 and 2023, the Group
has no outstanding litigation.
NOTE 13
— Subsequent events
The
Group has evaluated subsequent events from December 3l, 2024 to the date the consolidated financial statements were issued and has determined
that there are no items to disclose other than those disclosed elsewhere in this report.
Exhibit 10.1
Exhibit 10.2
Exhibit 10.3
LABOR CONTRACT
Party A: Wombat Australia Holdings Pty Ltd., Taiwan Branch (hereinafter
referred to as Party A)
Party B: Huang Huei-Ching (hereinafter referred to as Party B)
Agreement Term:
Party A employs Party B as a director starting from July 1, 2023,
and the contract will be governed by the Labor Standards Act and related regulations (indefinite contract).
Job Description:
Party B will be under the supervision and guidance of Party A, engaging
in the following tasks: company business and administrative management work.
Working Hours:
1. Party B’s normal working hours are as follows, not exceeding eight
hours per day and forty hours per week:
| - | Two days off: Monday to Friday, 9:00 AM to 6:00 PM. |
2. If Party A requires extended working hours or work on holidays,
the following applies:
| - | For overtime up to 2 hours, wages will be paid at one-third
above the normal hourly rate. |
| - | For overtime exceeding 2 hours, wages will be paid at two-thirds
above the normal hourly rate. |
| - | Work on holidays will be paid at double the normal hourly
rate. |
3. If due to natural disasters, accidents, or emergencies, work must
be extended or holidays must be canceled, wages will be paid at double the normal rate. Appropriate rest or compensatory leave will be
provided afterward.
Holidays and Leave:
In accordance with the Labor Standards Act and related regulations.
Salary:
1. Salary will be paid monthly. Party A will pay Party B a salary of
NT$41,000 per month.
2. The payment date of Party B’s salary will be as follows, subject
to Party B’s consent. If it coincides with holidays or leave, it will be adjusted accordingly:
| - | Paid once a month: On the 5th of each month (salary for the
previous, current, or next month). |
Leave:
Party B’s leave will be processed in accordance with the Labor Standards
Act, Gender Equality in Employment Act, and labor leave regulations.
Termination:
If Party A terminates the contract or dismisses Party B, Party A will
handle it in accordance with the Labor Standards Act or the Labor Pension Act.
Retirement:
1. If Party B qualifies for retirement under Article 53 of the Labor
Standards Act, Party A will process the retirement according to the Labor Standards Act and related regulations.
2. If Party A forces Party B to retire under Article 54 of the Labor
Standards Act, Party A will process it according to the Labor Standards Act and related regulations.
Other Rights and Obligations:
The rights and obligations during the employment period are governed
by this contract. For any matters not specified in this contract, they will be handled in accordance with the Labor Standards Act and
Party A’s internal regulations.
Dispute Resolution:
In the event of legal disputes arising from this contract, both parties
agree that the Taipei District Court in Taiwan shall be the court of first instance.
Contract Copies:
This contract is made in two copies, with each party holding one copy.
Contracting Parties:
Party A: Wombat Australia Holdings Pty Ltd Taiwan Branch
Legal Representative: CHEN-TING LIN
Party B: Huang Huei-Ching
Identification Number: ***
Date: July 1, 2023
Exhibit 10.4
LABOR CONTRACT
Party A: Wombat Australia Holdings Pty Ltd., Taiwan Branch (hereinafter
referred to as Party A)
Party B: Yang Hsiao-Wen (hereinafter referred to as Party B)
Agreement Term:
Party A employs Party B as General Manager starting from July 1, 2023,
and the contract will be governed by the Labor Standards Act and related regulations (indefinite contract). Party B is entitled to performance-based
bonuses for exceptional achievements, which will be granted at the discretion of Party A.
Job Description:
Party B will be under the supervision and guidance of Party A, engaging
in the following tasks: company business and management work.
Working Hours:
1. Party B's normal working hours are as follows, not exceeding eight
hours per day and forty hours per week:
| - | Two days off: Monday to Friday, 9:00 AM to 6:00 PM. |
2. If Party A requires extended working hours or work on holidays,
the following applies:
| - | For overtime up to 2 hours, wages will be paid at one-third
above the normal hourly rate. |
| - | For overtime exceeding 2 hours, wages will be paid at two-thirds
above the normal hourly rate. |
| - | Work on holidays will be paid at double the normal hourly
rate. |
3. If due to natural disasters, accidents, or emergencies, work must
be extended or holidays must be canceled, wages will be paid at double the normal rate. Appropriate rest or compensatory leave will be
provided afterward.
Holidays and Leave:
In accordance with the Labor Standards Act and related regulations.
Salary:
1. Salary will be paid monthly. Party A will pay Party B a salary of
NT$31,923 per month.
2. The payment date of Party B's salary will be as follows, subject
to Party B's consent. If it coincides with holidays or leave, it will be adjusted accordingly:
| - | Paid once a month: On the 5th of each month (salary for the
previous, current, or next month). |
Leave:
Party B's leave will be processed in accordance with the Labor Standards
Act, Gender Equality in Employment Act, and labor leave regulations.
Termination:
If Party A terminates the contract or dismisses Party B, Party A will
handle it in accordance with the Labor Standards Act or the Labor Pension Act.
Retirement:
1. If Party B qualifies for retirement under Article 53 of the Labor
Standards Act, Party A will process the retirement according to the Labor Standards Act and related regulations.
2. If Party A forces Party B to retire under Article 54 of the Labor
Standards Act, Party A will process it according to the Labor Standards Act and related regulations.
Other Rights and Obligations:
The rights and obligations during the employment period are governed
by this contract. For any matters not specified in this contract, they will be handled in accordance with the Labor Standards Act and
Party A's internal regulations.
Dispute Resolution:
In the event of legal disputes arising from this contract, both parties
agree that the Taipei District Court in Taiwan shall be the court of first instance.
Contract Copies:
This contract is made in two copies, with each party holding one copy.
Contracting Parties:
Party A: Wombat Australia Holdings Pty Ltd., Taiwan Branch
Legal Representative: CHEN-TING LIN
Party B: Yang Hsiao-Wen
Identification Number: ***
Date: July 1, 2023
3
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