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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For The Quarterly Period Ended October 31, 2024

 

or

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _______________ to _______________

 

Commission File Number 333-228847

 

VANGUARD GREEN INVESTMENT LIMITED

(Formerly known as MU Global Holding Limited)

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

 

Nevada   30-1089215

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

Rm. 5, 7F., No. 296, Sec. 4, Xinyi Rd., Da’an Dist.,

Taipei City 106427, Taiwan (R.O.C.)

(Address of principal executive offices, including zip code)

 

Registrant’s phone number, including area code +886905153139

 

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

 

YES ☒ NO ☐

 

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

 

YES ☐ NO

 

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

 

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

 

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

 

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

 

Yes ☐ No

 

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

 

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

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

 

Indicate by check mark whether the registrant has fled all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

 

Yes ☐ No

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

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

 

Class   Outstanding at October 31, 2024
Common Stock, $0.0001 par value   59,434,838

 

 

 

 
 

 

TABLE OF CONTENTS

 

      Page
PART I FINANCIAL INFORMATION    
ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:   F-1
  Condensed Consolidated Balance Sheets as of October 31, 2024 (unaudited) and July 31, 2024 (audited)   F-2
  Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended October 31, 2024 (unaudited) and October 31, 2023 (unaudited)   F-3
  Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended October 31, 2024 (unaudited) and 2023 (unaudited)   F-4
  Condensed Consolidated Statements of Cash Flows for the Three Months Ended October 31, 2024 (unaudited) and October 31, 2023 (unaudited)   F-5
  Notes to the Condensed Consolidated Financial Statements   F-6 - F-15
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   3-5
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   6
ITEM 4. CONTROLS AND PROCEDURES   6
PART II OTHER INFORMATION    
ITEM 1 LEGAL PROCEEDINGS   7
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS   7
ITEM 3 DEFAULTS UPON SENIOR SECURITIES   7
ITEM 4 MINE SAFETY DISCLOSURES   7
ITEM 5 OTHER INFORMATION   7
ITEM 6 EXHIBITS   8
  SIGNATURES   9

 

2
 

 

PART I FINANCIAL INFORMATION

 

ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:

 

VANGUARD GREEN INVESTMENT LIMITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

    Page
Condensed Consolidated Financial Statements    
     
Condensed Consolidated Balance Sheets as of October 31, 2024 (unaudited) and July 31, 2024 (audited)   F-2
Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended October 31, 2024 (unaudited) and October 31, 2023 (unaudited)   F-3
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended October 31, 2024 (unaudited) and 2023 (unaudited)   F-4
Condensed Consolidated Statements of Cash Flows for the Three Months Ended October 31, 2024 (unaudited) and October 31, 2023 (unaudited)   F-5
Notes to the Condensed Consolidated Financial Statements   F-6-F-15

 

F-1
 

 

VANGUARD GREEN INVESTMENT LIMITED

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF OCTOBER 31, 2024 AND JULY 31, 2024

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

 

   As of   As of 
  

October 31, 2024

  

July 31, 2024

 
   Unaudited   Audited 
ASSETS          
NON-CURRENT ASSET          
Property, plant and equipment  $-   $- 
           
INTANGIBLE ASSET          
Patent and trademark  $-   $- 
           
Total non-current assets   -    - 
           
CURRENT ASSETS          
Cash and cash equivalents  $12,017   $12,052 
Prepayment and deposit   3,900    4,950 
           
Total current assets   15,917    17,002 
           
TOTAL ASSETS  $15,917   $17,002 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
NON-CURRENT LIABILITIES          
Loan from director  $117,479   $114,071 
Loan from third party   135,775    131,835 
           
Total non-current liabilities  $253,254   $245,906 
           
CURRENT LIABILITIES          
Other payables and accrued liabilities  $64,289   $57,764 
Amount due to related parties   96,513    96,513 
Deposit from franchisees   1,785    1,785 
Loan from director   263,561    262,834 
           
Total current liabilities   426,148    418,896 
           
TOTAL LIABILITIES  $679,402   $664,802 
           
STOCKHOLDERS’ DEFICIT          
Preferred stock, $0.0001 par value, 200,000,000 shares authorized, None issued and outstanding  $-   $- 
Common stock, $0.0001 par value, 600,000,000 shares authorized, 59,434,838 shares issued and outstanding as of October 31, 2024 and July 31, 2024 respectively   5,943    5,943 
Additional paid-in capital   1,830,300    1,830,300 
Accumulated deficit   (2,499,728)   (2,484,043)
           
Total stockholders’ deficit   (663,485)   (647,800)
           
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT  $15,917   $17,002 

 

See accompanying notes to condensed consolidated financial statements.

 

F-2
 

 

VANGUARD GREEN INVESTMENT LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE MONTHS ENDED OCTOBER 31, 2024 and 2023

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

(UNAUDITED)

 

  

2024

  

2023

(Restated)

 
   Three months ended October 31, 
  

2024

  

2023

(Restated)

 
REVENUE  $-   $- 
           
COST OF REVENUE   -    - 
           
GROSS PROFIT   -    - 
           
OTHER INCOME   3    3,013 
           
SELLING AND MARKETING EXPENSES   -    - 
           
GENERAL AND ADMINISTRATIVE EXPENSES   (15,688)   (13,425)
           
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES   (15,685)   (10,412)
           
INCOME TAXES PROVISION   -    - 
           
NET LOSS FROM CONTINUING OPERATIONS   (15,685)   (10,412)
NET LOSS FROM DISCONTINUED OPERATIONS          
Loss from discontinued operations, net of tax   -    (14,840)
           
NET LOSS   (15,685)   (25,252)
           
Other comprehensive loss:          
- Foreign currency translation gain   -    6,445 
           
TOTAL COMPREHENSIVE LOSS  $(15,685)  $(18,807)
           
Net loss per share- Basic and diluted   (0.01)   (0.01)
           
Weighted average number of common shares outstanding – Basic and diluted   59,434,838    59,434,838 

 

See accompanying notes to condensed consolidated financial statements.

 

F-3
 

 

VANGUARD GREEN INVESTMENT LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THREE MONTHS ENDED OCTOBER 31, 2024 AND 2023

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

(UNAUDITED)

 

  

Number of

Shares

   Amount  

Paid-In

Capital

  

Comprehensive

Income

  

Accumulated

Deficit

  

Total

Equity

 
Three months ended October 31, 2024
   Common Stock   Additional  

Accumulated

Other

         
  

Number of

Shares

   Amount  

Paid-In

Capital

  

Comprehensive

Income

  

Accumulated

Deficit

  

Total

Equity

 
Balance as of August 1, 2024   59,434,838   $5,943   $1,830,300   $            -   $(2,484,043)  $(647,800)
Net loss for the period   -    -    -    -    (15,685)   (15,685)
Balance as of October 31, 2024   59,434,838   $5,943   $1,830,300   $-   $(2,499,728)  $(663,485)

 

Three months ended October 31, 2023
   Common Stock   Additional  

Accumulated

Other

         
  

Number of

Shares

   Amount  

Paid-In

Capital

  

Comprehensive

Income

  

Accumulated

Deficit

  

Total

Equity

 
Balance as of August 1, 2023   59,434,838   $5,943   $1,830,300   $37,790   $(2,458,008)  $(583,975)
Net loss for the period   -    -    -    -    (10,412)   (10,412)
Loss from discontinued operations                       (14,840)   (14,840)
Foreign currency translation adjustment   -    -    -    6,445    -    6,445 
Balance as of October 31, 2023   59,434,838   $5,943   $1,830,300   $44,235   $(2,483,260)  $(602,782)

 

See accompanying notes to condensed consolidated financial statements.

 

F-4
 

 

VANGUARD GREEN INVESTMENT LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED OCTOBER 31, 2024 AND 2023

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

(UNAUDITED)

 

  

2024

  

2023

(Restated)

 
   Three months ended October 31 
  

2024

  

2023

(Restated)

 
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net loss from continuing operations  $(15,685)  $(10,412)
Adjustments to reconcile net loss to net cash used in operating activities:          
Impairment   -    (1,051)
Unrealized foreign exchange loss   5,313    - 
Interest expense   2,740    - 
Gain on disposal of property, plant and equipment   -    (3,012)
Changes in operating assets and liabilities:          
Prepayment and deposit   1,050    3,516 
Other payables and accrued liabilities   5,820    (13,600)
Amount due from related party   -    5,448 
Net cash used in operating activities  $(762)  $(19,111)
           
CASH FLOWS FROM INVESTING ACTIVITIES:          
Purchase of patent and trademark   -    (2,466)
Proceed on disposal of property, plant and equipment   -    6,529 
Net cash generated from investing activities  $-   $4,063 
           
CASH FLOWS FROM FINANCING ACTIVITY          
Loan from director  $727   $14,034 
Net cash generated from financing activity  $727   $14,034 
           
CASH FLOWS FROM DISCONTINUED OPERATIONS:          
Operating activities of discontinued operations  $-   $(12,183)
Financing activities of discontinued operations   -    11,388 
Net cash used in discontinued operations  $-   $(795)
           
Effect of exchange rate changes on cash and cash equivalents   -    19 
           
Net change in cash and cash equivalents   (35)   (1,790)
           
Cash and cash equivalents, beginning of period   12,052    4,425 
CASH AND CASH EQUIVALENTS, END OF PERIOD  $12,017   $2,635 

 

See accompanying notes to condensed consolidated financial statements.

 

F-5
 

 

VANGUARD GREEN INVESTMENT LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED OCTOBER 31, 2024

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

(UNAUDITED)

 

1. DESCRIPTION OF BUSINESS AND ORGANIZATION

 

Vanguard Green Investment Limited is organized as a Nevada limited liability company, incorporated on June 4, 2018. For purposes of consolidated financial statement presentation, Vanguard Green Investment Limited and its subsidiaries are herein referred to as “the Company” or “we”. The Company business of which planned principal operations are to provide wellness and beauty services to customers via Company owned outlets, franchised outlets or distribution of our product to third party wellness and beauty salon.

 

On June 29, 2018, the Company acquired 100% interest in MU Worldwide Group Limited, a private limited liability company incorporated in Seychelles and its subsidiary MU Global Holding Limited, a private limited liability company incorporated in Hong Kong. On August 16, 2018, MU Global Holding Limited incorporated a wholly owned subsidiary in Shanghai, People Republic of China under the name of MU Global Health Management (Shanghai) Limited.

 

Full disposition of MU Global Health Management (Shanghai) Limited was completed on July 30, 2024 for consideration of $11,975.00.

 

Details of the Company’s subsidiaries:

 

  Company name   Place and date of incorporation   Particulars of issued capital   Principal activities
               
1. MU Worldwide Group Limited   Seychelles, June 7, 2018   100 shares of ordinary share of US$1 each   Investment holding
               
2. MU Global Holding Limited   Hong Kong, January 30, 2018   1 ordinary share of HK$1  

Providing SPA and Wellness service in Hong Kong

 

F-6
 

 

VANGUARD GREEN INVESTMENT LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED OCTOBER 31, 2024

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

(UNAUDITED)

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

The accompanying unaudited condensed consolidated financial statements as of and for the three months ended October 31, 2024, and 2023, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) that permit reduced disclosure for interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the period ended October 31, 2024, are not necessarily indicative of the results that may be expected for the year ending July 31, 2025. The Condensed Consolidated Balance Sheets information as of October 31, 2024, was derived from the Company’s audited Consolidated Financial Statements as of and for the year ended July 31, 2024, included in the Company’s Annual Report on Form 10-K filed with the SEC on November 12, 2024. These financial statements should be read in conjunction with that report.

 

Basis of consolidation

 

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

 

Use of estimates

 

Management uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheets, and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates.

 

Revenue recognition

 

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

 

Revenue is measured at the fair value of the consideration received or receivable, net of discounts and taxes applicable to the revenue. The Company derives its revenue from provision of wellness and beauty services to customers via Company owned outlets, franchised outlets or distribution of our product to third party wellness and beauty salon.

 

Cost of revenue

 

Cost of revenue includes the cost of services and product incurred to provide wellness and beauty services and purchase of products.

 

Cash and cash equivalents

 

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

 

Property, plant and equipment

 

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational:

 

 

Classification   Estimated useful life
Leasable equipment   5 years
Office equipment   3 years

 

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

 

F-7
 

 

VANGUARD GREEN INVESTMENT LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED OCTOBER 31, 2024

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

(UNAUDITED)

 

Impairment of long-live assets

 

Long-lived assets primarily include trademark of the Company. In accordance with the provision of ASC Topic 360, Impairment or Disposal of Long-Lived Assets, the Company generally conducts its annual impairment evaluation to its long-lived assets, usually in the fourth quarter of each fiscal year, or more frequently if indicators of impairment exist, such as significant sustained change in the business climate. The recoverability of long-lived assets is measured at the lowest level group. If the total of the expected undiscounted future net cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying amount of the asset.

 

Leases

 

The Company recognizes lease payments for its short-term lease on a straight-line basis over the lease term in accordance with ASC 842.

 

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease.

 

In determining the present value of the unpaid lease payments, ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As most of the Company leases do not provide an implicit rate, the Company uses its incremental borrowing rate as the discount rate for the lease. The Company incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments

 

Inventories

 

Inventories consisting of products available for sell, are stated at the lower of cost or market value. Cost of inventory is determined using the first-in, first-out (FIFO) method. Inventory reserve is recorded to write down the cost of inventory to the estimated market value due to slow-moving merchandise and damaged goods, which is dependent upon factors such as historical and forecasted consumer demand, and promotional environment. The Company takes ownership, risks and rewards of the products purchased. Write downs are recorded in cost of revenues in the Consolidated Statements of Operations and Comprehensive Loss.

 

Income taxes

 

Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC Topic 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

 

The Company conducts major businesses in China and is subject to tax in this jurisdiction. As a result of its business activities, the Company will file tax returns that are subject to examination by the foreign tax authority.

 

Going concern

 

The accompanying financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

 

For the period ended October 31, 2024, the Company incurred a net loss of $15,685. As of October 31, 2024, the Company suffered an accumulated deficit of $2,499,728, capital deficiency of $663,485 and negative operating cash flows of $762. The Company’s ability to continue as a going concern is dependent upon improving the profitability and the continuing financial support from its shareholders and director. Management believes the existing shareholders, director or external financing will provide the additional cash to meet the Company’s obligations as they become due.

 

These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result in the Company not being able to continue as a going concern.

 

F-8
 

 

VANGUARD GREEN INVESTMENT LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED OCTOBER 31, 2024

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

(UNAUDITED)

 

Net loss per share

 

The Company calculates net loss per share in accordance with ASC Topic 260 “Earnings Per Share”. Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

 

Foreign currencies translation

 

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the Consolidated Statements of Operations and Comprehensive loss.

 

The functional currency of the parent Company is United States dollar and the functional currency of the subsidiaries MU Worldwide Group Limited (Seychelles) and MU Global Holding Limited (Hong Kong) is United States dollar.

 

The reporting currency of the Company and its subsidiary is United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$.

 

In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive loss within the statements of stockholders’ equity.

 

Translation of amounts from RMB and HK$ into US$1 has been made at the following exchange rates for the respective periods:

 

  

As of and for the three months

ended October 31

 
   2024   2023 
Period-end RMB : US$1 exchange rate   7.12    7.29 
Period-average RMB : US$1 exchange rate   7.10    7.26 
Period-end HK$ : US$1 exchange rate   7.77    7.82 
Period-average HK$ : US$1 exchange rate   7.79    7.83 
Period-end TWD : US$1 exchange rate   31.95    32.49 
Period-average TWD : US$1 exchange rate   32.10    32.04 

 

Related parties

 

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

 

F-9
 

 

VANGUARD GREEN INVESTMENT LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED OCTOBER 31, 2024

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

(UNAUDITED)

 

Fair value of financial instruments:

 

The carrying value of the Company’s financial instruments: cash and cash equivalents, account receivables, amount due to a director, and accounts payable and approximate at their fair values because of the short-term nature of these financial instruments.

 

The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

 

Level 1: Observable inputs such as quoted prices in active markets;

 

Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

 

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

 

Recent accounting pronouncements

 

The Company has reviewed all recently issued, but not yet effective, considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.

 

In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023 and interim periods in fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact this ASU may have on its unaudited condensed consolidated financial statements and related disclosures.

 

In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. The ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024.

 

Early adoption is permitted. The Company is currently evaluating the impact of this ASU may have on its unaudited condensed consolidated financial statements and related disclosures.

 

F-10
 

 

VANGUARD GREEN INVESTMENT LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED OCTOBER 31, 2024

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

(UNAUDITED)

 

3. PROPERTY, PLANT AND EQUIPMENT

 

Property, plant and equipment as of October 31, 2024 are summarized below:

  

   As of
October 31, 2024
   As of
July 31, 2024
 
   (Unaudited)   (Audited) 
         
Office equipment  $28,862   $28,862 
Leasable equipment   37,384    37,384 
Total   66,246    66,246 
Accumulated depreciation1  $(25,014)  $(25,014)
Impairment   (41,232)   (41,232)
Property, plant and equipment, net  $-   $- 

 

1For the period ended October 31, 2024 and October 31, 2023, depreciation expense was $0 and $0 respectively.

 

DISPOSAL OF PROPERTY, PLANT AND EQUIPMENT

   As of
October 31, 2024
   As of
July 31, 2024
 
   (Unaudited)   (Audited) 
Proceed from disposal of property, plant and equipment  $        -   $6,529 
Disposal of equipment impaired at net book value   -    (3,517)
Total gain on disposal  $-   $3,012 

 

4. PATENT AND TRADEMARK

   As of   As of 
   October 31, 2024   July 31, 2024 
   (Unaudited)   (Audited) 
Patent and trademark1  $35,285   $35,285 
Accumulated amortization   (6,240)   (6,240)
Impairment   (29,045)   (29,045)
Patent and trademark, net  $-   $- 

 

1The patents and trademarks are held under the Company’s subsidiary in Hong Kong.

 

Amortization were $0 and $0 for the period ended October 31, 2024 and October 31, 2023 respectively.

 

5. PREPAYMENT AND DEPOSIT

  

   As of
October 31, 2024
   As of
July 31, 2024
 
   (Unaudited)   (Audited) 
Prepayment  $2,100   $3,150 
Deposit   1,800    1,800 
Total prepayment and deposit  $3,900   $4,950 

 

F-11
 

 

VANGUARD GREEN INVESTMENT LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED OCTOBER 31, 2024

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

(UNAUDITED)

 

6. OTHER PAYABLES AND ACCRUED LIABILITIES

 

 

   As of
October 31, 2024
   As of
July 31, 2024
 
   (Unaudited)   (Audited) 
Other payables  $38,289   $37,584 
Accrued audit fees   15,000    15,000 
Accrued professional fees   11,000    5,180 
Total other payables and accrued liabilities  $64,289   $57,764 

 

7. AMOUNT DUE TO RELATED PARTIES

 

 

  

As of

October 31, 2024

  

As of

July 31, 2024

 
   (Unaudited)   (Audited) 
Hsieh, Chang-Chung1  $93,176   $93,176 
Tien Mu International Co., Ltd2   3,337    3,337 
  $96,513   $96,513 

 

1Hsieh, Chang-Chung, one of the current shareholders of the Company, served as Chief Financial Officer (“Principal Financial Officer”, “Principal Accounting Officer”) of the Company during the period from June 5, 2018 to October 31, 2022. The amount due represents salary expenses accrued to Mr. Hsieh. He resigned as Chief Financial Officer of the Company with effective from November 1, 2022.

 

2Tien Mu International Co., Ltd is owned by Ms. Niu Yen-Yen, the Director and Chief Executive Officer of the Company. The amount due represents general and administrative expenses paid on behalf by the related party.

 

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

 

8. LOAN FROM THIRD PARTY

 

 

  

As of

October 31, 2024

  

As of

July 31, 2024

 
   (Unaudited)   (Audited) 
Shang Hai Shi Ba Enterprise Management Centre  $135,775   $131,835 
Total loan from third party  $135,775   $131,835 

 

The loan is unsecured, interest-free and repayable in year 2024 and year 2025. The loan is further extended to repayment in year 2026 with a loan agreement entered on August 2, 2023.

 

9. LOAN FROM DIRECTOR

 

 

  

As of

October 31, 2024

  

As of

July 31, 2024

 
   (Unaudited)   (Audited) 
Current  $263,561   $262,834 
Non-current   117,479    114,071 
Total loan from Director  $381,040   $376,905 

 

Current portion of the loan provided by director Niu Yen-Yen is unsecured, interest-free and repayable upon demand.

 

The long-term loan provided by director Niu Yen-Yen is unsecured, interest-free and repayable in year 2024, for working capital purpose. The long-term loan is further extended to repayment in year 2026 with a loan agreement entered on August 2, 2023.

 

F-12
 

 

VANGUARD GREEN INVESTMENT LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED OCTOBER 31, 2024

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

(UNAUDITED)

 

10. INCOME TAXES

 

For the three months ended October 31, 2024 and October 31, 2023, the local (United States) and foreign components of income/(loss) before income taxes were comprised of the following:

 

         
   Three months ended October 31 
   2024  

2023

(Restated)

 
Tax jurisdictions from:          
Local  $(15,649)  $(11,949)
Foreign, representing          
- Seychelles   -    - 
- Hong Kong   (36)   1,537 
- Shanghai   -    - 
Loss before income tax  $(15,685)  $(10,412)

 

The provision for income taxes consisted of the following:

 

  

For the period ended

October 31, 2024

  

For the period ended

October 31, 2023

 
Current:          
- Local  $     -   $     - 
- Foreign   -    - 
Deferred:          
- Local   -    - 
- Foreign   -    - 
           
Income tax expense  $-   $- 

 

The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company has subsidiaries that operate in various countries: United States Seychelles and Hong Kong that are subject to taxes in the jurisdictions in which they operate, as follows:

 

United States of America

 

The Company is registered in the State of Nevada and is subject to the tax laws of the United States of America. As of October 31, 2024, the operations in the United States of America incurred $887,625 of cumulative net operating losses which can be carried forward indefinitely to offset a maximum of 80% future taxable income. The Company has provided for a full valuation allowance of $710,100 against the deferred tax assets on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

 

Seychelles

 

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

 

Hong Kong

 

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

 

Shanghai

 

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

 

F-13
 

 

VANGUARD GREEN INVESTMENT LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED OCTOBER 31, 2024

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

(UNAUDITED)

 

11. COMMON STOCK

 

On June 4, 2018, our Chief Executive Officer, Ms. Niu Yen-Yen subscribed 100,000 shares of restricted common stock of the Company at par value of $0.0001 per share. The monies from this transaction, which totalled $10, went to the Company to be used as initial working capital.

 

On July 6, 2018, Ms. Niu Yen-Yen and Server Int’l Co., Ltd. subscribed 25,000,000 and 11,000,000 restricted shares of common stock, respectively, of the Company, at par value of $0.0001 per share. The monies from these transactions, which totalled $3,600, went to the Company to be used as initial working capital. Server Int’l Co., Ltd. is controlled entirely by Ms. Niu Yen-Yen.

 

On July 7, 2018, Chang Chun-Ying and Chang Su-Fen subscribed 4,300,000 and 5,000,000 restricted shares of common stock, respectively, of the Company, at par value of $0.0001 per share. The monies from these transactions, which totalled $930, went to the Company to be used as initial working capital.

 

On July 9, 2018, GreenPro Asia Strategic SPC and GreenPro Venture Capital Limited, subscribed 2,835,000 and 2,165,000 restricted shares of common stock of the Company, respectively, at par value of $0.0001 per share. The monies from these transactions, which totalled $500, went to the Company to be used as initial working capital.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

From August 1, 2020 to July 31, 2021, Ms. Niu Yen-Yen, the CEO of the Company, had 395,000 shares of common stock transferred from 3 non-US residents and had sold 3,364,921 shares of common stock to 20 non-US residents.

 

From August 1, 2021 to July 31, 2022, Ms. Niu Yen-Yen, the CEO of the Company, had 55,522 shares of common stock transferred from 2 non-US residents and had sold 6,800,000 shares of common stock to 3 non-US residents.

 

From August 1, 2022 to July 31, 2023, Ms. Niu Yen-Yen had sold 610,000 shares of common stock to 5 non-US residents.

 

As of October 31, 2024, MU Global Holding Limited has an issued and outstanding common share of 59,434,838.

 

12. CONCENTRATIONS OF RISK

 

(a) Major customers

 

For the three months period ended October 31, 2024 and 2023, there is no customer who accounted for 10% or more of the Company’s revenues and its trade receivable balance at period-end.

 

(b) Major vendors

 

For the three months period ended October 31, 2024 and 2023, there is no vendor who accounted for 10% or more of the Company’s purchases and its trade payable balance at period-end.

 

(c) Exchange rate risk

 

The operation of the Company’s subsidiaries in international markets results in exposure to movements in currency exchange rates. We have experienced foreign currency gains and losses due to the strengthening and weakening of the U.S. dollar. The potential of volatile foreign exchange rate fluctuations in the future could have a significant effect on our results of operations. The Company has not historically used financial instruments to hedge its foreign currency exchange rate risks.

 

The currencies that create a majority of the Company’s exchange rate exposure are RMB, HK$, and TWD. The Company translates all assets and liabilities at the rate of exchange in effect at the balance sheet date and income and expense activity at the approximate rate of exchange at the transaction date.

 

F-14
 

 

VANGUARD GREEN INVESTMENT LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED OCTOBER 31, 2024

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

(UNAUDITED)

 

13. RELATED PARTY TRANSACTIONS

 

For the period ended October 31, 2024 the Company has following transactions with related parties:

 

  

For the period ended

October 31, 2024

(Unaudited)

  

For the year ended

July 31, 2024

(Audited)

 
Professional fee:          
- Related party A  $2,500   $14,700 
           
           
Total  $2,500   $14,700 

 

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

 

For the period ended October 31, 2024, the Company incurred professional fees of $2,500 due to related party A.

 

14. SEGMENT INFORMATION

 

ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes.

 

The Company had no inter-segment sales for the years presented. Summarized financial information concerning the Company’s reportable segments is shown as below:

By Geography:

 

                
   For the period ended October 31, 2024 
   Nevada   Seychelles   Hong Kong   Total 
                 
Revenue  $-   $        -   $- - $- 
Cost of revenue   -    -    -    - 
Other income   -    -    3    3 
General and administrative expenses   (15,649)   -    (39)   (15,688)
Net loss before taxation   (15,649)   -    (36)   (15,685)
                     
Total assets  $2,100   $1   $13,816 - $15,917 

 

                     
   For the period ended October 31, 2023
(Restated)
 
   Nevada   Seychelles   Hong Kong   China   Total 
                     
Revenue  $-   $        -   $-   $-   $- 
Cost of revenue   -    -    -    -    - 
Other income   -    -    3,013    -    3,013 
General and administrative expenses   (11,949)   -    (1,476)   -    (13,425)
Net (loss)/income before taxation   (11,949)   -    1,537    -    (10,412)
                          
Total assets  $2,100   $1   $2,663   $9,956   $14,720 

 

15. SUBSEQUENT EVENTS

 

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all subsequent events through the filing date of this Form 10-K with the SEC, to ensure that this filing includes appropriate disclosure of events both recognized in the financial statements as of October 31, 2024, and events which occurred subsequently but were not recognized in the financial statements. During the period, there was no subsequent event that required recognition or disclosure.

 

F-15
 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The information contained in this Form 10-Q is intended to update the information contained in our Annual Report on Form 10-K for the year ended July 31, 2024 filed with the Securities and Exchange Commission on November 12, 2024 (the “Form 10-K”) and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our financial statements and the notes to the financial statements included elsewhere in this Form 10-Q.

 

Certain statements in this Report constitute forward-looking statements. These forward-looking statements include statements, which involve risks and uncertainties, regarding, among other things, (a) our projected sales, profitability, and cash flows, (b) our growth strategy, (c) anticipated trends in our industry, (d) our future financing plans, and (e) our anticipated needs for, and use of, working capital. They are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,” “estimate,” “plan,” “potential,” “project,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” or the negative of these words or other variations on these words or comparable terminology. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. You should not place undue reliance on these forward-looking statements.

 

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

 

Company Overview

 

Vanguard Green Investment Limited, the US Company, operates through its wholly owned subsidiary, MU Worldwide Group Limited, a Seychelles Company; which operates through its wholly owned subsidiary, MU Global Holding Limited, a Hong Kong Company. The US and Seychelles Companies act solely for holding purposes whereas the purpose of the Hong Kong Company is to function as the current regional hub of the Company.

 

All of the previous entities share the same exact business plan with the goal of developing and providing wellness and beauty services to our future clients. We aim to promote improved overall health and beauty in our clients through a holistic detoxification method. We will, at least initially, primarily focus our efforts on attracting customers in China. We have intentions, but no definitive plans or timelines, to expand to Singapore, Malaysia, Hong Kong, and Middle Eastern countries in the coming years, and subsequently we intend to make efforts to expand throughout Asia. We anticipate spending a substantial amount in marketing and advertising in the coming year.

 

3
 

 

Results of Operation

 

For the three months ended October 31, 2024 and 2023

 

Revenue

 

For the three months ended October 31, 2024 and 2023, the Company did not generate revenue.

 

Cost of Revenue

 

For the three months ended October 31, 2024 and 2023, the Company did not incur cost of revenue.

 

Selling and marketing expenses

 

For the three months ended October 31, 2024 and 2023, the Company did not incur marketing expenses.

 

General and administrative expenses

 

For the three months ended October 31, 2024 and 2023, the Company had incurred general and administrative expenses in the amount of $15,688 and $13,425 respectively. These expenses are comprised of professional fees, consultancy fee for IT and system management, office expenses.

 

Other Income

 

The Company recorded an amount of $3 and $3,013 as other income for the three months ended October 31, 2024 and 2023. This income is derived from the interest income, foreign exchange gain, gain on disposal of property, plant and equipment.

 

Net Loss

 

Our net loss for three months ended October 31, 2024 and 2023 were $15,685 and $10,412. The net loss mainly derived from the general and administrative expenses incurred.

 

4
 

 

Liquidity and Capital Resources

 

As of October 31, 2024 and 2023, we had cash and cash equivalents of $12,017 and $2,635 respectively. We expect increased levels of operations going forward will result in more significant cash flow and in turn working.

 

We depend substantially on financing activities to provide us with the liquidity and capital resources we need to meet our working capital requirements and to make capital investments in connection with ongoing operations. During the period ended October 31, 2024, the Company had met these requirements primarily from the financial support from director and third party company.

 

Cash Used in Operating Activities

 

For the three months ended October 31, 2024, net cash used in operating activities was $762 as compared to net cash used in operating activities of $19,111 for the three months ended October 31, 2023. The cash used in operating activities was mainly for payment of general and administrative expenses.

 

Cash Generated from Financing Activity

 

For the three months ended October 31, 2024 and 2023, net cash generated from financing activity was $727 and $14,034 respectively. The financing cash flow performance primarily reflects loan from director.

 

Cash Generated from Investing Activities

 

For the three months ended October 31, 2024 and 2023, net cash generated from investing activities was $0 and $4,063 respectively. The investing cash flow performance primarily reflects the purchase trademark and disposal of property, plant and equipment.

 

Credit Facilities

 

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

 

Off-balance Sheet Arrangements

 

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of October 31, 2024.

 

Recent Accounting Pronouncements

 

The Company has reviewed all recently issued, but not yet effective, considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.

 

In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023 and interim periods in fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact this ASU may have on its unaudited condensed consolidated financial statements and related disclosures.

 

In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. The ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024.

 

Early adoption is permitted. The Company is currently evaluating the impact of this ASU may have on its unaudited condensed consolidated financial statements and related disclosures.

 

5
 

 

ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

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

 

ITEM 4 CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures:

 

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of October 31, 2024. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of October 31, 2024, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

 

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of October 31, 2024, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

 

Changes in Internal Control over Financial Reporting:

 

There were no changes in our internal control over financial reporting during the quarter ended October 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

6
 

 

PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings

 

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

 

Item 1A. Risk Factors.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None

 

Item 3. Defaults Upon Senior Securities

 

None

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information.

 

None

 

7
 

 

ITEM 6. Exhibits

 

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

 

* Filed herewith.

 

8
 

 

SIGNATURES

 

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

 

  Vanguard Green Investment Limited
  (Name of Registrant)
     
Date: December 11, 2024 By: /s/ NIU YEN YEN
  Title:

Chief Executive Officer, Chief Financial Officer,

President, Director, Secretary and Treasurer

    (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)

 

9

 

 

EXHIBIT 31.1

 

CERTIFICATION

 

I, NIU YEN YEN, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Vanguard Green Investment Limited (the “Company”) for the quarter ended October 31, 2024;

 

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

 

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

 

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

 

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

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: December 11, 2024 By: /s/ NIU YEN YEN
    NIU YEN YEN
   

Chief Executive Officer, Chief Financial Officer,

President, Director, Secretary and Treasurer

    (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)

 

 

 

 

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Vanguard Green Investment Limited (the “Company”) on Form 10-Q for the quarter ended October 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), The undersigned hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

Date: December 11, 2024 By: /s/ NIU YEN YEN
    NIU YEN YEN
   

Chief Executive Officer, Chief Financial Officer,

President, Director, Secretary and Treasurer

    (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

 

v3.24.3
Cover
3 Months Ended
Oct. 31, 2024
$ / shares
shares
Cover [Abstract]  
Document Type 10-Q
Amendment Flag false
Document Quarterly Report true
Document Transition Report false
Document Period End Date Oct. 31, 2024
Document Fiscal Period Focus Q1
Document Fiscal Year Focus 2025
Current Fiscal Year End Date --07-31
Entity File Number 333-228847
Entity Registrant Name VANGUARD GREEN INVESTMENT LIMITED
Entity Central Index Key 0001746119
Entity Tax Identification Number 30-1089215
Entity Incorporation, State or Country Code NV
Entity Address, Address Line One Rm. 5, 7F., No. 296, Sec. 4
Entity Address, Address Line Two Xinyi Rd.
Entity Address, Address Line Three Da’an Dist
Entity Address, City or Town Taipei City
Entity Address, Country TW
Entity Address, Postal Zip Code 106427
City Area Code +886
Local Phone Number 905153139
Title of 12(b) Security Common Stock
Trading Symbol VGES
Entity Current Reporting Status Yes
Entity Interactive Data Current No
Entity Filer Category Non-accelerated Filer
Entity Small Business true
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Entity Shell Company false
Entity Bankruptcy Proceedings, Reporting Current false
Entity Common Stock, Shares Outstanding | shares 59,434,838
Entity Listing, Par Value Per Share | $ / shares $ 0.0001
v3.24.3
Condensed Consolidated Balance Sheets - USD ($)
Oct. 31, 2024
Jul. 31, 2024
NON-CURRENT ASSET    
Property, plant and equipment
INTANGIBLE ASSET    
Patent and trademark
Total non-current assets
CURRENT ASSETS    
Cash and cash equivalents 12,017 12,052
Prepayment and deposit 3,900 4,950
Total current assets 15,917 17,002
TOTAL ASSETS 15,917 17,002
NON-CURRENT LIABILITIES    
Total non-current liabilities 253,254 245,906
CURRENT LIABILITIES    
Other payables and accrued liabilities 64,289 57,764
Deposit from franchisees 1,785 1,785
Total current liabilities 426,148 418,896
TOTAL LIABILITIES 679,402 664,802
STOCKHOLDERS’ DEFICIT    
Preferred stock, $0.0001 par value, 200,000,000 shares authorized, None issued and outstanding
Common stock, $0.0001 par value, 600,000,000 shares authorized, 59,434,838 shares issued and outstanding as of October 31, 2024 and July 31, 2024 respectively 5,943 5,943
Additional paid-in capital 1,830,300 1,830,300
Accumulated deficit (2,499,728) (2,484,043)
Total stockholders’ deficit (663,485) (647,800)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT 15,917 17,002
Director [Member]    
NON-CURRENT LIABILITIES    
Loans 117,479 114,071
CURRENT LIABILITIES    
Loan from director 263,561 262,834
Third Party [Member]    
NON-CURRENT LIABILITIES    
Loans 135,775 131,835
Related Party [Member]    
CURRENT LIABILITIES    
Amount due to related parties $ 96,513 $ 96,513
v3.24.3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Oct. 31, 2024
Jul. 31, 2024
Statement of Financial Position [Abstract]    
Preferred stock, par value $ 0.0001 $ 0.0001
Preferred stock, shares authorized 200,000,000 200,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value $ 0.0001 $ 0.0001
Common stock, shares authorized 600,000,000 600,000,000
Common stock, shares issued 59,434,838 59,434,838
Common stock, shares outstanding 59,434,838 59,434,838
v3.24.3
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)
3 Months Ended
Oct. 31, 2024
Oct. 31, 2023
Income Statement [Abstract]    
REVENUE
COST OF REVENUE
GROSS PROFIT
OTHER INCOME 3 3,013
SELLING AND MARKETING EXPENSES
GENERAL AND ADMINISTRATIVE EXPENSES (15,688) (13,425)
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (15,685) (10,412)
INCOME TAXES PROVISION
NET LOSS FROM CONTINUING OPERATIONS (15,685) (10,412)
NET LOSS FROM DISCONTINUED OPERATIONS    
Loss from discontinued operations, net of tax (14,840)
NET LOSS (15,685) (25,252)
Other comprehensive loss:    
- Foreign currency translation gain 6,445
TOTAL COMPREHENSIVE LOSS $ (15,685) $ (18,807)
Net loss per share- Basic $ (0.01) $ (0.01)
Net loss per share- Diluted $ (0.01) $ (0.01)
Weighted average number of common shares outstanding - Basic 59,434,838 59,434,838
Weighted average number of common shares outstanding - Diluted 59,434,838 59,434,838
v3.24.3
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
AOCI Attributable to Parent [Member]
Retained Earnings [Member]
Total
Balance at Jul. 31, 2023 $ 5,943 $ 1,830,300 $ 37,790 $ (2,458,008) $ (583,975)
Balance, shares at Jul. 31, 2023 59,434,838        
Net loss for the period (10,412) (10,412)
Loss from discontinued operations       (14,840) (14,840)
Foreign currency translation adjustment 6,445 6,445
Balance at Oct. 31, 2023 $ 5,943 1,830,300 44,235 (2,483,260) (602,782)
Balance, shares at Oct. 31, 2023 59,434,838        
Balance at Jul. 31, 2024 $ 5,943 1,830,300 (2,484,043) (647,800)
Balance, shares at Jul. 31, 2024 59,434,838        
Net loss for the period (15,685) (15,685)
Balance at Oct. 31, 2024 $ 5,943 $ 1,830,300 $ (2,499,728) $ (663,485)
Balance, shares at Oct. 31, 2024 59,434,838        
v3.24.3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
3 Months Ended
Oct. 31, 2024
Oct. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net loss from continuing operations $ (15,685) $ (10,412)
Adjustments to reconcile net loss to net cash used in operating activities:    
Impairment (1,051)
Unrealized foreign exchange loss 5,313
Interest expense 2,740
Gain on disposal of property, plant and equipment (3,012)
Changes in operating assets and liabilities:    
Prepayment and deposit 1,050 3,516
Other payables and accrued liabilities 5,820 (13,600)
Amount due from related party 5,448
Net cash used in operating activities (762) (19,111)
CASH FLOWS FROM INVESTING ACTIVITIES:    
Purchase of patent and trademark (2,466)
Proceed on disposal of property, plant and equipment 6,529
Net cash generated from investing activities 4,063
CASH FLOWS FROM FINANCING ACTIVITY    
Loan from director 727 14,034
Net cash generated from financing activity 727 14,034
CASH FLOWS FROM DISCONTINUED OPERATIONS:    
Operating activities of discontinued operations (12,183)
Financing activities of discontinued operations 11,388
Net cash used in discontinued operations (795)
Effect of exchange rate changes on cash and cash equivalents 19
Net change in cash and cash equivalents (35) (1,790)
Cash and cash equivalents, beginning of period 12,052 4,425
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 12,017 $ 2,635
v3.24.3
DESCRIPTION OF BUSINESS AND ORGANIZATION
3 Months Ended
Oct. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
DESCRIPTION OF BUSINESS AND ORGANIZATION

1. DESCRIPTION OF BUSINESS AND ORGANIZATION

 

Vanguard Green Investment Limited is organized as a Nevada limited liability company, incorporated on June 4, 2018. For purposes of consolidated financial statement presentation, Vanguard Green Investment Limited and its subsidiaries are herein referred to as “the Company” or “we”. The Company business of which planned principal operations are to provide wellness and beauty services to customers via Company owned outlets, franchised outlets or distribution of our product to third party wellness and beauty salon.

 

On June 29, 2018, the Company acquired 100% interest in MU Worldwide Group Limited, a private limited liability company incorporated in Seychelles and its subsidiary MU Global Holding Limited, a private limited liability company incorporated in Hong Kong. On August 16, 2018, MU Global Holding Limited incorporated a wholly owned subsidiary in Shanghai, People Republic of China under the name of MU Global Health Management (Shanghai) Limited.

 

Full disposition of MU Global Health Management (Shanghai) Limited was completed on July 30, 2024 for consideration of $11,975.00.

 

Details of the Company’s subsidiaries:

 

  Company name   Place and date of incorporation   Particulars of issued capital   Principal activities
               
1. MU Worldwide Group Limited   Seychelles, June 7, 2018   100 shares of ordinary share of US$1 each   Investment holding
               
2. MU Global Holding Limited   Hong Kong, January 30, 2018   1 ordinary share of HK$1  

Providing SPA and Wellness service in Hong Kong

 

 

VANGUARD GREEN INVESTMENT LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED OCTOBER 31, 2024

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

(UNAUDITED)

 

v3.24.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
3 Months Ended
Oct. 31, 2024
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

The accompanying unaudited condensed consolidated financial statements as of and for the three months ended October 31, 2024, and 2023, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) that permit reduced disclosure for interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the period ended October 31, 2024, are not necessarily indicative of the results that may be expected for the year ending July 31, 2025. The Condensed Consolidated Balance Sheets information as of October 31, 2024, was derived from the Company’s audited Consolidated Financial Statements as of and for the year ended July 31, 2024, included in the Company’s Annual Report on Form 10-K filed with the SEC on November 12, 2024. These financial statements should be read in conjunction with that report.

 

Basis of consolidation

 

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

 

Use of estimates

 

Management uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheets, and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates.

 

Revenue recognition

 

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

 

Revenue is measured at the fair value of the consideration received or receivable, net of discounts and taxes applicable to the revenue. The Company derives its revenue from provision of wellness and beauty services to customers via Company owned outlets, franchised outlets or distribution of our product to third party wellness and beauty salon.

 

Cost of revenue

 

Cost of revenue includes the cost of services and product incurred to provide wellness and beauty services and purchase of products.

 

Cash and cash equivalents

 

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

 

Property, plant and equipment

 

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational:

 

 

Classification   Estimated useful life
Leasable equipment   5 years
Office equipment   3 years

 

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

 

 

VANGUARD GREEN INVESTMENT LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED OCTOBER 31, 2024

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

(UNAUDITED)

 

Impairment of long-live assets

 

Long-lived assets primarily include trademark of the Company. In accordance with the provision of ASC Topic 360, Impairment or Disposal of Long-Lived Assets, the Company generally conducts its annual impairment evaluation to its long-lived assets, usually in the fourth quarter of each fiscal year, or more frequently if indicators of impairment exist, such as significant sustained change in the business climate. The recoverability of long-lived assets is measured at the lowest level group. If the total of the expected undiscounted future net cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying amount of the asset.

 

Leases

 

The Company recognizes lease payments for its short-term lease on a straight-line basis over the lease term in accordance with ASC 842.

 

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease.

 

In determining the present value of the unpaid lease payments, ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As most of the Company leases do not provide an implicit rate, the Company uses its incremental borrowing rate as the discount rate for the lease. The Company incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments

 

Inventories

 

Inventories consisting of products available for sell, are stated at the lower of cost or market value. Cost of inventory is determined using the first-in, first-out (FIFO) method. Inventory reserve is recorded to write down the cost of inventory to the estimated market value due to slow-moving merchandise and damaged goods, which is dependent upon factors such as historical and forecasted consumer demand, and promotional environment. The Company takes ownership, risks and rewards of the products purchased. Write downs are recorded in cost of revenues in the Consolidated Statements of Operations and Comprehensive Loss.

 

Income taxes

 

Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC Topic 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

 

The Company conducts major businesses in China and is subject to tax in this jurisdiction. As a result of its business activities, the Company will file tax returns that are subject to examination by the foreign tax authority.

 

Going concern

 

The accompanying financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

 

For the period ended October 31, 2024, the Company incurred a net loss of $15,685. As of October 31, 2024, the Company suffered an accumulated deficit of $2,499,728, capital deficiency of $663,485 and negative operating cash flows of $762. The Company’s ability to continue as a going concern is dependent upon improving the profitability and the continuing financial support from its shareholders and director. Management believes the existing shareholders, director or external financing will provide the additional cash to meet the Company’s obligations as they become due.

 

These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result in the Company not being able to continue as a going concern.

 

 

VANGUARD GREEN INVESTMENT LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED OCTOBER 31, 2024

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

(UNAUDITED)

 

Net loss per share

 

The Company calculates net loss per share in accordance with ASC Topic 260 “Earnings Per Share”. Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

 

Foreign currencies translation

 

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the Consolidated Statements of Operations and Comprehensive loss.

 

The functional currency of the parent Company is United States dollar and the functional currency of the subsidiaries MU Worldwide Group Limited (Seychelles) and MU Global Holding Limited (Hong Kong) is United States dollar.

 

The reporting currency of the Company and its subsidiary is United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$.

 

In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive loss within the statements of stockholders’ equity.

 

Translation of amounts from RMB and HK$ into US$1 has been made at the following exchange rates for the respective periods:

 

  

As of and for the three months

ended October 31

 
   2024   2023 
Period-end RMB : US$1 exchange rate   7.12    7.29 
Period-average RMB : US$1 exchange rate   7.10    7.26 
Period-end HK$ : US$1 exchange rate   7.77    7.82 
Period-average HK$ : US$1 exchange rate   7.79    7.83 
Period-end TWD : US$1 exchange rate   31.95    32.49 
Period-average TWD : US$1 exchange rate   32.10    32.04 

 

Related parties

 

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

 

 

VANGUARD GREEN INVESTMENT LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED OCTOBER 31, 2024

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

(UNAUDITED)

 

Fair value of financial instruments:

 

The carrying value of the Company’s financial instruments: cash and cash equivalents, account receivables, amount due to a director, and accounts payable and approximate at their fair values because of the short-term nature of these financial instruments.

 

The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

 

Level 1: Observable inputs such as quoted prices in active markets;

 

Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

 

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

 

Recent accounting pronouncements

 

The Company has reviewed all recently issued, but not yet effective, considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.

 

In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023 and interim periods in fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact this ASU may have on its unaudited condensed consolidated financial statements and related disclosures.

 

In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. The ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024.

 

Early adoption is permitted. The Company is currently evaluating the impact of this ASU may have on its unaudited condensed consolidated financial statements and related disclosures.

 

 

VANGUARD GREEN INVESTMENT LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED OCTOBER 31, 2024

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

(UNAUDITED)

 

v3.24.3
PROPERTY, PLANT AND EQUIPMENT
3 Months Ended
Oct. 31, 2024
Property, Plant and Equipment [Abstract]  
PROPERTY, PLANT AND EQUIPMENT

3. PROPERTY, PLANT AND EQUIPMENT

 

Property, plant and equipment as of October 31, 2024 are summarized below:

  

   As of
October 31, 2024
   As of
July 31, 2024
 
   (Unaudited)   (Audited) 
         
Office equipment  $28,862   $28,862 
Leasable equipment   37,384    37,384 
Total   66,246    66,246 
Accumulated depreciation1  $(25,014)  $(25,014)
Impairment   (41,232)   (41,232)
Property, plant and equipment, net  $-   $- 

 

1For the period ended October 31, 2024 and October 31, 2023, depreciation expense was $0 and $0 respectively.

 

DISPOSAL OF PROPERTY, PLANT AND EQUIPMENT

   As of
October 31, 2024
   As of
July 31, 2024
 
   (Unaudited)   (Audited) 
Proceed from disposal of property, plant and equipment  $        -   $6,529 
Disposal of equipment impaired at net book value   -    (3,517)
Total gain on disposal  $-   $3,012 

 

v3.24.3
PATENT AND TRADEMARK
3 Months Ended
Oct. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
PATENT AND TRADEMARK

4. PATENT AND TRADEMARK

   As of   As of 
   October 31, 2024   July 31, 2024 
   (Unaudited)   (Audited) 
Patent and trademark1  $35,285   $35,285 
Accumulated amortization   (6,240)   (6,240)
Impairment   (29,045)   (29,045)
Patent and trademark, net  $-   $- 

 

1The patents and trademarks are held under the Company’s subsidiary in Hong Kong.

 

Amortization were $0 and $0 for the period ended October 31, 2024 and October 31, 2023 respectively.

 

v3.24.3
PREPAYMENT AND DEPOSIT
3 Months Ended
Oct. 31, 2024
Prepayment And Deposit  
PREPAYMENT AND DEPOSIT

5. PREPAYMENT AND DEPOSIT

  

   As of
October 31, 2024
   As of
July 31, 2024
 
   (Unaudited)   (Audited) 
Prepayment  $2,100   $3,150 
Deposit   1,800    1,800 
Total prepayment and deposit  $3,900   $4,950 

 

 

VANGUARD GREEN INVESTMENT LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED OCTOBER 31, 2024

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

(UNAUDITED)

 

v3.24.3
OTHER PAYABLES AND ACCRUED LIABILITIES
3 Months Ended
Oct. 31, 2024
Payables and Accruals [Abstract]  
OTHER PAYABLES AND ACCRUED LIABILITIES

6. OTHER PAYABLES AND ACCRUED LIABILITIES

 

 

   As of
October 31, 2024
   As of
July 31, 2024
 
   (Unaudited)   (Audited) 
Other payables  $38,289   $37,584 
Accrued audit fees   15,000    15,000 
Accrued professional fees   11,000    5,180 
Total other payables and accrued liabilities  $64,289   $57,764 

 

v3.24.3
AMOUNT DUE TO RELATED PARTIES
3 Months Ended
Oct. 31, 2024
Amount Due To Related Parties  
AMOUNT DUE TO RELATED PARTIES

7. AMOUNT DUE TO RELATED PARTIES

 

 

  

As of

October 31, 2024

  

As of

July 31, 2024

 
   (Unaudited)   (Audited) 
Hsieh, Chang-Chung1  $93,176   $93,176 
Tien Mu International Co., Ltd2   3,337    3,337 
  $96,513   $96,513 

 

1Hsieh, Chang-Chung, one of the current shareholders of the Company, served as Chief Financial Officer (“Principal Financial Officer”, “Principal Accounting Officer”) of the Company during the period from June 5, 2018 to October 31, 2022. The amount due represents salary expenses accrued to Mr. Hsieh. He resigned as Chief Financial Officer of the Company with effective from November 1, 2022.

 

2Tien Mu International Co., Ltd is owned by Ms. Niu Yen-Yen, the Director and Chief Executive Officer of the Company. The amount due represents general and administrative expenses paid on behalf by the related party.

 

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

 

v3.24.3
LOAN FROM THIRD PARTY
3 Months Ended
Oct. 31, 2024
Loan From Third Party  
LOAN FROM THIRD PARTY

8. LOAN FROM THIRD PARTY

 

 

  

As of

October 31, 2024

  

As of

July 31, 2024

 
   (Unaudited)   (Audited) 
Shang Hai Shi Ba Enterprise Management Centre  $135,775   $131,835 
Total loan from third party  $135,775   $131,835 

 

The loan is unsecured, interest-free and repayable in year 2024 and year 2025. The loan is further extended to repayment in year 2026 with a loan agreement entered on August 2, 2023.

 

v3.24.3
LOAN FROM DIRECTOR
3 Months Ended
Oct. 31, 2024
Loan From Director  
LOAN FROM DIRECTOR

9. LOAN FROM DIRECTOR

 

 

  

As of

October 31, 2024

  

As of

July 31, 2024

 
   (Unaudited)   (Audited) 
Current  $263,561   $262,834 
Non-current   117,479    114,071 
Total loan from Director  $381,040   $376,905 

 

Current portion of the loan provided by director Niu Yen-Yen is unsecured, interest-free and repayable upon demand.

 

The long-term loan provided by director Niu Yen-Yen is unsecured, interest-free and repayable in year 2024, for working capital purpose. The long-term loan is further extended to repayment in year 2026 with a loan agreement entered on August 2, 2023.

 

 

VANGUARD GREEN INVESTMENT LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED OCTOBER 31, 2024

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

(UNAUDITED)

 

v3.24.3
INCOME TAXES
3 Months Ended
Oct. 31, 2024
Income Tax Disclosure [Abstract]  
INCOME TAXES

10. INCOME TAXES

 

For the three months ended October 31, 2024 and October 31, 2023, the local (United States) and foreign components of income/(loss) before income taxes were comprised of the following:

 

         
   Three months ended October 31 
   2024  

2023

(Restated)

 
Tax jurisdictions from:          
Local  $(15,649)  $(11,949)
Foreign, representing          
- Seychelles   -    - 
- Hong Kong   (36)   1,537 
- Shanghai   -    - 
Loss before income tax  $(15,685)  $(10,412)

 

The provision for income taxes consisted of the following:

 

  

For the period ended

October 31, 2024

  

For the period ended

October 31, 2023

 
Current:          
- Local  $     -   $     - 
- Foreign   -    - 
Deferred:          
- Local   -    - 
- Foreign   -    - 
           
Income tax expense  $-   $- 

 

The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company has subsidiaries that operate in various countries: United States Seychelles and Hong Kong that are subject to taxes in the jurisdictions in which they operate, as follows:

 

United States of America

 

The Company is registered in the State of Nevada and is subject to the tax laws of the United States of America. As of October 31, 2024, the operations in the United States of America incurred $887,625 of cumulative net operating losses which can be carried forward indefinitely to offset a maximum of 80% future taxable income. The Company has provided for a full valuation allowance of $710,100 against the deferred tax assets on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

 

Seychelles

 

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

 

Hong Kong

 

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

 

Shanghai

 

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

 

 

VANGUARD GREEN INVESTMENT LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED OCTOBER 31, 2024

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

(UNAUDITED)

 

v3.24.3
COMMON STOCK
3 Months Ended
Oct. 31, 2024
Equity [Abstract]  
COMMON STOCK

11. COMMON STOCK

 

On June 4, 2018, our Chief Executive Officer, Ms. Niu Yen-Yen subscribed 100,000 shares of restricted common stock of the Company at par value of $0.0001 per share. The monies from this transaction, which totalled $10, went to the Company to be used as initial working capital.

 

On July 6, 2018, Ms. Niu Yen-Yen and Server Int’l Co., Ltd. subscribed 25,000,000 and 11,000,000 restricted shares of common stock, respectively, of the Company, at par value of $0.0001 per share. The monies from these transactions, which totalled $3,600, went to the Company to be used as initial working capital. Server Int’l Co., Ltd. is controlled entirely by Ms. Niu Yen-Yen.

 

On July 7, 2018, Chang Chun-Ying and Chang Su-Fen subscribed 4,300,000 and 5,000,000 restricted shares of common stock, respectively, of the Company, at par value of $0.0001 per share. The monies from these transactions, which totalled $930, went to the Company to be used as initial working capital.

 

On July 9, 2018, GreenPro Asia Strategic SPC and GreenPro Venture Capital Limited, subscribed 2,835,000 and 2,165,000 restricted shares of common stock of the Company, respectively, at par value of $0.0001 per share. The monies from these transactions, which totalled $500, went to the Company to be used as initial working capital.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

From August 1, 2020 to July 31, 2021, Ms. Niu Yen-Yen, the CEO of the Company, had 395,000 shares of common stock transferred from 3 non-US residents and had sold 3,364,921 shares of common stock to 20 non-US residents.

 

From August 1, 2021 to July 31, 2022, Ms. Niu Yen-Yen, the CEO of the Company, had 55,522 shares of common stock transferred from 2 non-US residents and had sold 6,800,000 shares of common stock to 3 non-US residents.

 

From August 1, 2022 to July 31, 2023, Ms. Niu Yen-Yen had sold 610,000 shares of common stock to 5 non-US residents.

 

As of October 31, 2024, MU Global Holding Limited has an issued and outstanding common share of 59,434,838.

 

v3.24.3
CONCENTRATIONS OF RISK
3 Months Ended
Oct. 31, 2024
Risks and Uncertainties [Abstract]  
CONCENTRATIONS OF RISK

12. CONCENTRATIONS OF RISK

 

(a) Major customers

 

For the three months period ended October 31, 2024 and 2023, there is no customer who accounted for 10% or more of the Company’s revenues and its trade receivable balance at period-end.

 

(b) Major vendors

 

For the three months period ended October 31, 2024 and 2023, there is no vendor who accounted for 10% or more of the Company’s purchases and its trade payable balance at period-end.

 

(c) Exchange rate risk

 

The operation of the Company’s subsidiaries in international markets results in exposure to movements in currency exchange rates. We have experienced foreign currency gains and losses due to the strengthening and weakening of the U.S. dollar. The potential of volatile foreign exchange rate fluctuations in the future could have a significant effect on our results of operations. The Company has not historically used financial instruments to hedge its foreign currency exchange rate risks.

 

The currencies that create a majority of the Company’s exchange rate exposure are RMB, HK$, and TWD. The Company translates all assets and liabilities at the rate of exchange in effect at the balance sheet date and income and expense activity at the approximate rate of exchange at the transaction date.

 

 

VANGUARD GREEN INVESTMENT LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED OCTOBER 31, 2024

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

(UNAUDITED)

 

v3.24.3
RELATED PARTY TRANSACTIONS
3 Months Ended
Oct. 31, 2024
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

13. RELATED PARTY TRANSACTIONS

 

For the period ended October 31, 2024 the Company has following transactions with related parties:

 

  

For the period ended

October 31, 2024

(Unaudited)

  

For the year ended

July 31, 2024

(Audited)

 
Professional fee:          
- Related party A  $2,500   $14,700 
           
           
Total  $2,500   $14,700 

 

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

 

For the period ended October 31, 2024, the Company incurred professional fees of $2,500 due to related party A.

 

v3.24.3
SEGMENT INFORMATION
3 Months Ended
Oct. 31, 2024
Segment Reporting [Abstract]  
SEGMENT INFORMATION

14. SEGMENT INFORMATION

 

ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes.

 

The Company had no inter-segment sales for the years presented. Summarized financial information concerning the Company’s reportable segments is shown as below:

By Geography:

 

                
   For the period ended October 31, 2024 
   Nevada   Seychelles   Hong Kong   Total 
                 
Revenue  $-   $        -   $- - $- 
Cost of revenue   -    -    -    - 
Other income   -    -    3    3 
General and administrative expenses   (15,649)   -    (39)   (15,688)
Net loss before taxation   (15,649)   -    (36)   (15,685)
                     
Total assets  $2,100   $1   $13,816 - $15,917 

 

                     
   For the period ended October 31, 2023
(Restated)
 
   Nevada   Seychelles   Hong Kong   China   Total 
                     
Revenue  $-   $        -   $-   $-   $- 
Cost of revenue   -    -    -    -    - 
Other income   -    -    3,013    -    3,013 
General and administrative expenses   (11,949)   -    (1,476)   -    (13,425)
Net (loss)/income before taxation   (11,949)   -    1,537    -    (10,412)
                          
Total assets  $2,100   $1   $2,663   $9,956   $14,720 

 

v3.24.3
SUBSEQUENT EVENTS
3 Months Ended
Oct. 31, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

15. SUBSEQUENT EVENTS

 

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all subsequent events through the filing date of this Form 10-K with the SEC, to ensure that this filing includes appropriate disclosure of events both recognized in the financial statements as of October 31, 2024, and events which occurred subsequently but were not recognized in the financial statements. During the period, there was no subsequent event that required recognition or disclosure.

v3.24.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
3 Months Ended
Oct. 31, 2024
Accounting Policies [Abstract]  
Basis of presentation

Basis of presentation

 

The accompanying unaudited condensed consolidated financial statements as of and for the three months ended October 31, 2024, and 2023, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) that permit reduced disclosure for interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the period ended October 31, 2024, are not necessarily indicative of the results that may be expected for the year ending July 31, 2025. The Condensed Consolidated Balance Sheets information as of October 31, 2024, was derived from the Company’s audited Consolidated Financial Statements as of and for the year ended July 31, 2024, included in the Company’s Annual Report on Form 10-K filed with the SEC on November 12, 2024. These financial statements should be read in conjunction with that report.

 

Basis of consolidation

Basis of consolidation

 

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

 

Use of estimates

Use of estimates

 

Management uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheets, and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates.

 

Revenue recognition

Revenue recognition

 

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

 

Revenue is measured at the fair value of the consideration received or receivable, net of discounts and taxes applicable to the revenue. The Company derives its revenue from provision of wellness and beauty services to customers via Company owned outlets, franchised outlets or distribution of our product to third party wellness and beauty salon.

 

Cost of revenue

Cost of revenue

 

Cost of revenue includes the cost of services and product incurred to provide wellness and beauty services and purchase of products.

 

Cash and cash equivalents

Cash and cash equivalents

 

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

 

Property, plant and equipment

Property, plant and equipment

 

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational:

 

 

Classification   Estimated useful life
Leasable equipment   5 years
Office equipment   3 years

 

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

 

 

VANGUARD GREEN INVESTMENT LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED OCTOBER 31, 2024

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

(UNAUDITED)

 

Impairment of long-live assets

Impairment of long-live assets

 

Long-lived assets primarily include trademark of the Company. In accordance with the provision of ASC Topic 360, Impairment or Disposal of Long-Lived Assets, the Company generally conducts its annual impairment evaluation to its long-lived assets, usually in the fourth quarter of each fiscal year, or more frequently if indicators of impairment exist, such as significant sustained change in the business climate. The recoverability of long-lived assets is measured at the lowest level group. If the total of the expected undiscounted future net cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying amount of the asset.

 

Leases

Leases

 

The Company recognizes lease payments for its short-term lease on a straight-line basis over the lease term in accordance with ASC 842.

 

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease.

 

In determining the present value of the unpaid lease payments, ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As most of the Company leases do not provide an implicit rate, the Company uses its incremental borrowing rate as the discount rate for the lease. The Company incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments

 

Inventories

Inventories

 

Inventories consisting of products available for sell, are stated at the lower of cost or market value. Cost of inventory is determined using the first-in, first-out (FIFO) method. Inventory reserve is recorded to write down the cost of inventory to the estimated market value due to slow-moving merchandise and damaged goods, which is dependent upon factors such as historical and forecasted consumer demand, and promotional environment. The Company takes ownership, risks and rewards of the products purchased. Write downs are recorded in cost of revenues in the Consolidated Statements of Operations and Comprehensive Loss.

 

Income taxes

Income taxes

 

Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC Topic 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

 

The Company conducts major businesses in China and is subject to tax in this jurisdiction. As a result of its business activities, the Company will file tax returns that are subject to examination by the foreign tax authority.

 

Going concern

Going concern

 

The accompanying financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

 

For the period ended October 31, 2024, the Company incurred a net loss of $15,685. As of October 31, 2024, the Company suffered an accumulated deficit of $2,499,728, capital deficiency of $663,485 and negative operating cash flows of $762. The Company’s ability to continue as a going concern is dependent upon improving the profitability and the continuing financial support from its shareholders and director. Management believes the existing shareholders, director or external financing will provide the additional cash to meet the Company’s obligations as they become due.

 

These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result in the Company not being able to continue as a going concern.

 

 

VANGUARD GREEN INVESTMENT LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED OCTOBER 31, 2024

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

(UNAUDITED)

 

Net loss per share

Net loss per share

 

The Company calculates net loss per share in accordance with ASC Topic 260 “Earnings Per Share”. Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

 

Foreign currencies translation

Foreign currencies translation

 

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the Consolidated Statements of Operations and Comprehensive loss.

 

The functional currency of the parent Company is United States dollar and the functional currency of the subsidiaries MU Worldwide Group Limited (Seychelles) and MU Global Holding Limited (Hong Kong) is United States dollar.

 

The reporting currency of the Company and its subsidiary is United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$.

 

In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive loss within the statements of stockholders’ equity.

 

Translation of amounts from RMB and HK$ into US$1 has been made at the following exchange rates for the respective periods:

 

  

As of and for the three months

ended October 31

 
   2024   2023 
Period-end RMB : US$1 exchange rate   7.12    7.29 
Period-average RMB : US$1 exchange rate   7.10    7.26 
Period-end HK$ : US$1 exchange rate   7.77    7.82 
Period-average HK$ : US$1 exchange rate   7.79    7.83 
Period-end TWD : US$1 exchange rate   31.95    32.49 
Period-average TWD : US$1 exchange rate   32.10    32.04 

 

Related parties

Related parties

 

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

 

 

VANGUARD GREEN INVESTMENT LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED OCTOBER 31, 2024

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

(UNAUDITED)

 

Fair value of financial instruments

Fair value of financial instruments:

 

The carrying value of the Company’s financial instruments: cash and cash equivalents, account receivables, amount due to a director, and accounts payable and approximate at their fair values because of the short-term nature of these financial instruments.

 

The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

 

Level 1: Observable inputs such as quoted prices in active markets;

 

Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

 

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

 

Recent accounting pronouncements

Recent accounting pronouncements

 

The Company has reviewed all recently issued, but not yet effective, considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.

 

In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023 and interim periods in fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact this ASU may have on its unaudited condensed consolidated financial statements and related disclosures.

 

In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. The ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024.

 

Early adoption is permitted. The Company is currently evaluating the impact of this ASU may have on its unaudited condensed consolidated financial statements and related disclosures.

v3.24.3
DESCRIPTION OF BUSINESS AND ORGANIZATION (Tables)
3 Months Ended
Oct. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
SCHEDULE OF COMPANY’S SUBSIDIARY

Details of the Company’s subsidiaries:

 

  Company name   Place and date of incorporation   Particulars of issued capital   Principal activities
               
1. MU Worldwide Group Limited   Seychelles, June 7, 2018   100 shares of ordinary share of US$1 each   Investment holding
               
2. MU Global Holding Limited   Hong Kong, January 30, 2018   1 ordinary share of HK$1  

Providing SPA and Wellness service in Hong Kong

v3.24.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
3 Months Ended
Oct. 31, 2024
Accounting Policies [Abstract]  
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT ESTIMATED LIFE

 

Classification   Estimated useful life
Leasable equipment   5 years
Office equipment   3 years
SCHEDULE OF FOREIGN EXCHANGE RATES TRANSLATION

Translation of amounts from RMB and HK$ into US$1 has been made at the following exchange rates for the respective periods:

 

  

As of and for the three months

ended October 31

 
   2024   2023 
Period-end RMB : US$1 exchange rate   7.12    7.29 
Period-average RMB : US$1 exchange rate   7.10    7.26 
Period-end HK$ : US$1 exchange rate   7.77    7.82 
Period-average HK$ : US$1 exchange rate   7.79    7.83 
Period-end TWD : US$1 exchange rate   31.95    32.49 
Period-average TWD : US$1 exchange rate   32.10    32.04 
v3.24.3
PROPERTY, PLANT AND EQUIPMENT (Tables)
3 Months Ended
Oct. 31, 2024
Property, Plant and Equipment [Abstract]  
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment as of October 31, 2024 are summarized below:

  

   As of
October 31, 2024
   As of
July 31, 2024
 
   (Unaudited)   (Audited) 
         
Office equipment  $28,862   $28,862 
Leasable equipment   37,384    37,384 
Total   66,246    66,246 
Accumulated depreciation1  $(25,014)  $(25,014)
Impairment   (41,232)   (41,232)
Property, plant and equipment, net  $-   $- 

 

1For the period ended October 31, 2024 and October 31, 2023, depreciation expense was $0 and $0 respectively.
SCHEDULE OF DISPOSAL OF PROPERTY, PLANT AND EQUIPMENT
   As of
October 31, 2024
   As of
July 31, 2024
 
   (Unaudited)   (Audited) 
Proceed from disposal of property, plant and equipment  $        -   $6,529 
Disposal of equipment impaired at net book value   -    (3,517)
Total gain on disposal  $-   $3,012 
v3.24.3
PATENT AND TRADEMARK (Tables)
3 Months Ended
Oct. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
SCHEDULE OF PATENT AND TRADEMARK
   As of   As of 
   October 31, 2024   July 31, 2024 
   (Unaudited)   (Audited) 
Patent and trademark1  $35,285   $35,285 
Accumulated amortization   (6,240)   (6,240)
Impairment   (29,045)   (29,045)
Patent and trademark, net  $-   $- 

 

1The patents and trademarks are held under the Company’s subsidiary in Hong Kong.
v3.24.3
PREPAYMENT AND DEPOSIT (Tables)
3 Months Ended
Oct. 31, 2024
Prepayment And Deposit  
SCHEDULE OF PREPAYMENTS AND DEPOSITS

  

   As of
October 31, 2024
   As of
July 31, 2024
 
   (Unaudited)   (Audited) 
Prepayment  $2,100   $3,150 
Deposit   1,800    1,800 
Total prepayment and deposit  $3,900   $4,950 

 

 

VANGUARD GREEN INVESTMENT LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED OCTOBER 31, 2024

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

(UNAUDITED)

 

v3.24.3
OTHER PAYABLES AND ACCRUED LIABILITIES (Tables)
3 Months Ended
Oct. 31, 2024
Payables and Accruals [Abstract]  
SCHEDULE OF OTHER PAYABLES AND ACCRUED LIABILITIES

 

   As of
October 31, 2024
   As of
July 31, 2024
 
   (Unaudited)   (Audited) 
Other payables  $38,289   $37,584 
Accrued audit fees   15,000    15,000 
Accrued professional fees   11,000    5,180 
Total other payables and accrued liabilities  $64,289   $57,764 
v3.24.3
AMOUNT DUE TO RELATED PARTIES (Tables)
3 Months Ended
Oct. 31, 2024
Amount Due To Related Parties  
SCHEDULE OF DUE TO RELATED PARTIES

 

  

As of

October 31, 2024

  

As of

July 31, 2024

 
   (Unaudited)   (Audited) 
Hsieh, Chang-Chung1  $93,176   $93,176 
Tien Mu International Co., Ltd2   3,337    3,337 
  $96,513   $96,513 

 

1Hsieh, Chang-Chung, one of the current shareholders of the Company, served as Chief Financial Officer (“Principal Financial Officer”, “Principal Accounting Officer”) of the Company during the period from June 5, 2018 to October 31, 2022. The amount due represents salary expenses accrued to Mr. Hsieh. He resigned as Chief Financial Officer of the Company with effective from November 1, 2022.

 

2Tien Mu International Co., Ltd is owned by Ms. Niu Yen-Yen, the Director and Chief Executive Officer of the Company. The amount due represents general and administrative expenses paid on behalf by the related party.
v3.24.3
LOAN FROM THIRD PARTY (Tables)
3 Months Ended
Oct. 31, 2024
Loan From Third Party  
SCHEDULE OF LOAN FROM THIRD PARTY

 

  

As of

October 31, 2024

  

As of

July 31, 2024

 
   (Unaudited)   (Audited) 
Shang Hai Shi Ba Enterprise Management Centre  $135,775   $131,835 
Total loan from third party  $135,775   $131,835 
v3.24.3
LOAN FROM DIRECTOR (Tables)
3 Months Ended
Oct. 31, 2024
Loan From Director  
SCHEDULE OF LOAN FROM DIRECTOR

 

  

As of

October 31, 2024

  

As of

July 31, 2024

 
   (Unaudited)   (Audited) 
Current  $263,561   $262,834 
Non-current   117,479    114,071 
Total loan from Director  $381,040   $376,905 
v3.24.3
INCOME TAXES (Tables)
3 Months Ended
Oct. 31, 2024
Income Tax Disclosure [Abstract]  
SCHEDULE OF LOSS BEFORE INCOME TAX

For the three months ended October 31, 2024 and October 31, 2023, the local (United States) and foreign components of income/(loss) before income taxes were comprised of the following:

 

         
   Three months ended October 31 
   2024  

2023

(Restated)

 
Tax jurisdictions from:          
Local  $(15,649)  $(11,949)
Foreign, representing          
- Seychelles   -    - 
- Hong Kong   (36)   1,537 
- Shanghai   -    - 
Loss before income tax  $(15,685)  $(10,412)
SCHEDULE OF PROVISION FOR INCOME TAXES

The provision for income taxes consisted of the following:

 

  

For the period ended

October 31, 2024

  

For the period ended

October 31, 2023

 
Current:          
- Local  $     -   $     - 
- Foreign   -    - 
Deferred:          
- Local   -    - 
- Foreign   -    - 
           
Income tax expense  $-   $- 
v3.24.3
RELATED PARTY TRANSACTIONS (Tables)
3 Months Ended
Oct. 31, 2024
Related Party Transactions [Abstract]  
SCHEDULE OF OUTSTANDING PAYABLE TO RELATED PARTY

For the period ended October 31, 2024 the Company has following transactions with related parties:

 

  

For the period ended

October 31, 2024

(Unaudited)

  

For the year ended

July 31, 2024

(Audited)

 
Professional fee:          
- Related party A  $2,500   $14,700 
           
           
Total  $2,500   $14,700 
v3.24.3
SEGMENT INFORMATION (Tables)
3 Months Ended
Oct. 31, 2024
Segment Reporting [Abstract]  
SCHEDULE OF SEGMENT REPORTING INFORMATION

The Company had no inter-segment sales for the years presented. Summarized financial information concerning the Company’s reportable segments is shown as below:

By Geography:

 

                
   For the period ended October 31, 2024 
   Nevada   Seychelles   Hong Kong   Total 
                 
Revenue  $-   $        -   $- - $- 
Cost of revenue   -    -    -    - 
Other income   -    -    3    3 
General and administrative expenses   (15,649)   -    (39)   (15,688)
Net loss before taxation   (15,649)   -    (36)   (15,685)
                     
Total assets  $2,100   $1   $13,816 - $15,917 

 

                     
   For the period ended October 31, 2023
(Restated)
 
   Nevada   Seychelles   Hong Kong   China   Total 
                     
Revenue  $-   $        -   $-   $-   $- 
Cost of revenue   -    -    -    -    - 
Other income   -    -    3,013    -    3,013 
General and administrative expenses   (11,949)   -    (1,476)   -    (13,425)
Net (loss)/income before taxation   (11,949)   -    1,537    -    (10,412)
                          
Total assets  $2,100   $1   $2,663   $9,956   $14,720 
v3.24.3
SCHEDULE OF COMPANY’S SUBSIDIARY (Details)
3 Months Ended
Oct. 31, 2024
MU Worldwide Group Limited [Member]  
Place and date of incorporation Seychelles, June 7, 2018
Particulars of issued capital 100 shares of ordinary share of US$1 each
Principal activities Investment holding
MU Global Holding Limited [Member]  
Place and date of incorporation Hong Kong, January 30, 2018
Particulars of issued capital 1 ordinary share of HK$1
Principal activities Providing SPA and Wellness service in Hong Kong
v3.24.3
DESCRIPTION OF BUSINESS AND ORGANIZATION (Details Narrative) - USD ($)
Jul. 30, 2024
Jun. 29, 2018
Purchase Agreement [Member] | MU Global Health Management Shanghai Limited [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Purchase price consideration $ 11,975.00  
MU Worldwide Group Limited [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Acquired interest for private limited liability   100.00%
v3.24.3
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT ESTIMATED LIFE (Details)
Oct. 31, 2024
Leasable Equipment [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful life 5 years
Office Equipment [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful life 3 years
v3.24.3
SCHEDULE OF FOREIGN EXCHANGE RATES TRANSLATION (Details)
Oct. 31, 2024
Oct. 31, 2023
Period End RMB : US$1 Exchange Rate [Member]    
Trading Activity, Gains and Losses, Net [Line Items]    
Foreign currency exchange rate, translation 7.12 7.29
Period Average RMB : US$1 Exchange Rate [Member]    
Trading Activity, Gains and Losses, Net [Line Items]    
Foreign currency exchange rate, translation 7.10 7.26
Period End HK : US$1 Exchange Rate [Member]    
Trading Activity, Gains and Losses, Net [Line Items]    
Foreign currency exchange rate, translation 7.77 7.82
Period Average HK : US$1 Exchange Rate [Member]    
Trading Activity, Gains and Losses, Net [Line Items]    
Foreign currency exchange rate, translation 7.79 7.83
Period End TWD : US$1 Exchange Rate [Member]    
Trading Activity, Gains and Losses, Net [Line Items]    
Foreign currency exchange rate, translation 31.95 32.49
Period-Average TWD : US$1 Exchange Rate [Member]    
Trading Activity, Gains and Losses, Net [Line Items]    
Foreign currency exchange rate, translation 32.10 32.04
v3.24.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
3 Months Ended
Oct. 31, 2024
Oct. 31, 2023
Jul. 31, 2024
Jul. 31, 2023
Accounting Policies [Abstract]        
Income tax description for likelihood tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts      
Net loss $ 15,685 $ 10,412    
Accumulated deficit 2,499,728   $ 2,484,043  
Capital deficiency 663,485 602,782 $ 647,800 $ 583,975
Net cash provided by used in operating activities $ 762 $ 19,111    
v3.24.3
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($)
Oct. 31, 2024
Jul. 31, 2024
Property, Plant and Equipment [Line Items]    
Total $ 66,246 $ 66,246
Accumulated depreciation [1] (25,014) (25,014)
Impairment (41,232) (41,232)
Property, plant and equipment, net
Office Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Total 28,862 28,862
Leasable Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Total $ 37,384 $ 37,384
[1] For the period ended October 31, 2024 and October 31, 2023, depreciation expense was $0 and $0 respectively.
v3.24.3
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT (Details) (Parenthetical) - USD ($)
3 Months Ended
Oct. 31, 2024
Oct. 31, 2023
Property, Plant and Equipment [Abstract]    
Depreciation expenses $ 0 $ 0
v3.24.3
SCHEDULE OF DISPOSAL OF PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($)
3 Months Ended 12 Months Ended
Oct. 31, 2024
Jul. 31, 2024
Property, Plant and Equipment [Abstract]    
Proceed from disposal of property, plant and equipment $ 6,529
Disposal of equipment impaired at net book value (3,517)
Total gain on disposal $ 3,012
v3.24.3
SCHEDULE OF PATENT AND TRADEMARK (Details) - USD ($)
Oct. 31, 2024
Jul. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]    
Patent and trademark [1] $ 35,285 $ 35,285
Accumulated amortization (6,240) (6,240)
Impairment (29,045) (29,045)
Patent and trademark, net
[1] The patents and trademarks are held under the Company’s subsidiary in Hong Kong.
v3.24.3
PATENT AND TRADEMARK (Details Narrative) - USD ($)
3 Months Ended
Oct. 31, 2024
Oct. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]    
Amortization expense $ 0 $ 0
v3.24.3
SCHEDULE OF PREPAYMENTS AND DEPOSITS (Details) - USD ($)
Oct. 31, 2024
Jul. 31, 2024
Prepayment And Deposit    
Prepayment $ 2,100 $ 3,150
Deposit 1,800 1,800
Total prepayment and deposit $ 3,900 $ 4,950
v3.24.3
SCHEDULE OF OTHER PAYABLES AND ACCRUED LIABILITIES (Details) - USD ($)
Oct. 31, 2024
Jul. 31, 2024
Payables and Accruals [Abstract]    
Other payables $ 38,289 $ 37,584
Accrued audit fees 15,000 15,000
Accrued professional fees 11,000 5,180
Total other payables and accrued liabilities $ 64,289 $ 57,764
v3.24.3
SCHEDULE OF DUE TO RELATED PARTIES (Details) - USD ($)
Oct. 31, 2024
Jul. 31, 2024
Hsieh Chang Chung [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Total amounts due to related parties [1] $ 93,176 $ 93,176
Tien Mu International Co Ltd [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Total amounts due to related parties [2] 3,337 3,337
Related Party [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Total amounts due to related parties $ 96,513 $ 96,513
[1] Hsieh, Chang-Chung, one of the current shareholders of the Company, served as Chief Financial Officer (“Principal Financial Officer”, “Principal Accounting Officer”) of the Company during the period from June 5, 2018 to October 31, 2022. The amount due represents salary expenses accrued to Mr. Hsieh. He resigned as Chief Financial Officer of the Company with effective from November 1, 2022.
[2] Tien Mu International Co., Ltd is owned by Ms. Niu Yen-Yen, the Director and Chief Executive Officer of the Company. The amount due represents general and administrative expenses paid on behalf by the related party.
v3.24.3
SCHEDULE OF LOAN FROM THIRD PARTY (Details) - USD ($)
Oct. 31, 2024
Jul. 31, 2024
Shang Hai Shi Ba Enterprise Management Centre [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Total loan from third party $ 135,775 $ 131,835
Third Party [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Total loan from third party $ 135,775 $ 131,835
v3.24.3
SCHEDULE OF LOAN FROM DIRECTOR (Details) - Director [Member] - USD ($)
Oct. 31, 2024
Jul. 31, 2024
Defined Benefit Plan Disclosure [Line Items]    
Current $ 263,561 $ 262,834
Non-current 117,479 114,071
Total loan from Director $ 381,040 $ 376,905
v3.24.3
SCHEDULE OF LOSS BEFORE INCOME TAX (Details) - USD ($)
3 Months Ended
Oct. 31, 2024
Oct. 31, 2023
Local $ (15,649)  
Loss before income tax (15,685) $ (10,412)
SEYCHELLES    
Foreign  
HONG KONG    
Foreign (36)  
CHINA    
Foreign  
Previously Reported [Member]    
Local   (11,949)
Loss before income tax   (10,412)
Previously Reported [Member] | SEYCHELLES    
Foreign  
Previously Reported [Member] | HONG KONG    
Foreign   1,537
Previously Reported [Member] | CHINA    
Foreign  
v3.24.3
SCHEDULE OF PROVISION FOR INCOME TAXES (Details) - USD ($)
3 Months Ended
Oct. 31, 2024
Oct. 31, 2023
Current:    
- Local
- Foreign
Deferred:    
- Local
- Foreign
Income tax expense
v3.24.3
INCOME TAXES (Details Narrative)
3 Months Ended
Oct. 31, 2024
USD ($)
Effective Income Tax Rate Reconciliation [Line Items]  
Operating loss carryforwards $ 887,625
Future taxable income 80.00%
Assets valuation $ 710,100
HONG KONG  
Effective Income Tax Rate Reconciliation [Line Items]  
Statutory income tax rate 16.50%
CHINA  
Effective Income Tax Rate Reconciliation [Line Items]  
Statutory income tax rate 25.00%
v3.24.3
COMMON STOCK (Details Narrative) - USD ($)
3 Months Ended 4 Months Ended 12 Months Ended
May 07, 2019
Jul. 31, 2018
Jul. 26, 2018
Jul. 25, 2018
Jul. 11, 2018
Jul. 10, 2018
Jul. 09, 2018
Jul. 07, 2018
Jul. 06, 2018
Jun. 04, 2018
Jul. 31, 2019
Dec. 13, 2018
Jul. 31, 2023
Jul. 31, 2022
Jul. 31, 2021
Oct. 31, 2024
Jul. 31, 2024
Subsidiary, Sale of Stock [Line Items]                                  
Common stock, shares issued                               59,434,838 59,434,838
Common stock, shares outstanding                               59,434,838 59,434,838
Server Intl Co Ltd [Member]                                  
Subsidiary, Sale of Stock [Line Items]                                  
Number of restricted common stock issued                 11,000,000                
GreenPro Asia Strategic SPC [Member]                                  
Subsidiary, Sale of Stock [Line Items]                                  
Number of restricted common stock issued             2,835,000                    
GreenPro Venture Capital Limited [Member]                                  
Subsidiary, Sale of Stock [Line Items]                                  
Number of restricted common stock issued             2,165,000                    
GreenPro Asia Strategic SPC and GreenPro Venture Capital Limited [Member]                                  
Subsidiary, Sale of Stock [Line Items]                                  
Share issued price per shares             $ 0.0001                    
Number of restricted common stock issued, value             $ 500                    
Dezign Format Pte Ltd and Cheng Young-Chien [Member]                                  
Subsidiary, Sale of Stock [Line Items]                                  
Number of restricted common stock issued   2,000,000                              
Share issued price per shares   $ 0.20                              
Number of restricted common stock issued, value   $ 800,000                              
MU Global Holding Limited [Member]                                  
Subsidiary, Sale of Stock [Line Items]                                  
Common stock, shares issued                               59,434,838  
Common stock, shares outstanding                               59,434,838  
Ms Niu Yen Yen [Member]                                  
Subsidiary, Sale of Stock [Line Items]                                  
Number of restricted common stock issued                 25,000,000 100,000              
Share issued price per shares                   $ 0.0001              
Number of restricted common stock issued, value                   $ 10              
Ms. Niu Yen-Yen and Server Int’l Co., Ltd [Member]                                  
Subsidiary, Sale of Stock [Line Items]                                  
Share issued price per shares                 $ 0.0001                
Number of restricted common stock issued, value                 $ 3,600                
Chang Chun Ying [Member]                                  
Subsidiary, Sale of Stock [Line Items]                                  
Number of restricted common stock issued               4,300,000                  
Chang Su-Fen [Member]                                  
Subsidiary, Sale of Stock [Line Items]                                  
Number of restricted common stock issued               5,000,000                  
Chang Chun-Ying and Chang Su-Fen [Member]                                  
Subsidiary, Sale of Stock [Line Items]                                  
Share issued price per shares               $ 0.0001                  
Number of restricted common stock issued, value               $ 930                  
3 Non-US Residents [Member]                                  
Subsidiary, Sale of Stock [Line Items]                                  
Number of restricted common stock issued           2,150,000                      
Share issued price per shares           $ 0.0001                      
Number of restricted common stock issued, value           $ 215                      
3 Non-US Residents [Member] | Ms Niu Yen Yen [Member]                                  
Subsidiary, Sale of Stock [Line Items]                                  
Number of shares transferred                             395,000    
Sale of stock transaction                           6,800,000      
8 Non-US Residents [Member] | Server Intl Co Ltd [Member]                                  
Subsidiary, Sale of Stock [Line Items]                                  
Number of shares transferred           1,500,000                      
2 Non-US Residents [Member]                                  
Subsidiary, Sale of Stock [Line Items]                                  
Number of restricted common stock issued         710,000                        
Share issued price per shares         $ 0.03                        
Number of restricted common stock issued, value         $ 21,300                        
2 Non-US Residents [Member] | Ms Niu Yen Yen [Member]                                  
Subsidiary, Sale of Stock [Line Items]                                  
Number of shares transferred                           55,522      
10 Non-US Residents [Member]                                  
Subsidiary, Sale of Stock [Line Items]                                  
Number of restricted common stock issued       995,000                          
Share issued price per shares       $ 0.03                          
Number of restricted common stock issued, value       $ 29,850                          
1 Non-US Residents [Member]                                  
Subsidiary, Sale of Stock [Line Items]                                  
Number of restricted common stock issued     250,000                            
Share issued price per shares     $ 0.20                            
Number of restricted common stock issued, value     $ 50,000                            
16 Non-US Residents [Member] | Ms Niu Yen Yen [Member]                                  
Subsidiary, Sale of Stock [Line Items]                                  
Number of shares transferred                       1,557,800          
45 Accredited Investors [Member]                                  
Subsidiary, Sale of Stock [Line Items]                                  
Convertible promissory note issued on conversion $ 779,125                                
Conversion price per share $ 1                                
Convertible promissory note issued on conversion, shares 779,125                                
36 Non-US Residents [Member] | IPO [Member]                                  
Subsidiary, Sale of Stock [Line Items]                                  
Share issued price per shares                     $ 1.00            
Number of common stock issued                     150,317            
20 Non-US Residents [Member] | Ms Niu Yen Yen [Member]                                  
Subsidiary, Sale of Stock [Line Items]                                  
Sale of stock transaction                             3,364,921    
5 Non-US Residents [Member] | Ms Niu Yen Yen [Member]                                  
Subsidiary, Sale of Stock [Line Items]                                  
Sale of stock transaction                         610,000        
v3.24.3
SCHEDULE OF OUTSTANDING PAYABLE TO RELATED PARTY (Details) - USD ($)
3 Months Ended 12 Months Ended
Oct. 31, 2024
Jul. 31, 2024
Related Party Transaction [Line Items]    
Total $ 2,500 $ 14,700
Related Party A [Member]    
Related Party Transaction [Line Items]    
Professional fee $ 2,500 $ 14,700
v3.24.3
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)
3 Months Ended 12 Months Ended
Oct. 31, 2024
Jul. 31, 2024
Related Party A [Member]    
Related Party Transaction [Line Items]    
Professional fees $ 2,500 $ 14,700
v3.24.3
SCHEDULE OF SEGMENT REPORTING INFORMATION (Details) - USD ($)
3 Months Ended
Oct. 31, 2024
Oct. 31, 2023
Segment Reporting Information [Line Items]    
Net (loss)/income before taxation $ (15,685) $ (10,412)
Corporate Segment [Member]    
Segment Reporting Information [Line Items]    
Revenue
Cost of revenue
Other income 3 3,013
General and administrative expenses (15,688) (13,425)
Net (loss)/income before taxation (15,685) (10,412)
Total assets 15,917 14,720
Corporate Segment [Member] | NV [Member]    
Segment Reporting Information [Line Items]    
Revenue
Cost of revenue
Other income
General and administrative expenses (15,649) (11,949)
Net (loss)/income before taxation (15,649) (11,949)
Total assets 2,100 2,100
Corporate Segment [Member] | SEYCHELLES    
Segment Reporting Information [Line Items]    
Revenue
Cost of revenue
Other income
General and administrative expenses
Net (loss)/income before taxation
Total assets 1 1
Corporate Segment [Member] | HONG KONG    
Segment Reporting Information [Line Items]    
Revenue
Cost of revenue
Other income 3 3,013
General and administrative expenses (39) (1,476)
Net (loss)/income before taxation (36) 1,537
Total assets 13,816 2,663
Corporate Segment [Member] | CHINA    
Segment Reporting Information [Line Items]    
Revenue
Cost of revenue  
Other income  
General and administrative expenses  
Net (loss)/income before taxation  
Total assets $ 9,956

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