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EX-99.1 - AUDITED FINANCIAL STATEMENTS - Phoenix Rising Companies, Inc.rssv_ex991.htm
8-K/A - FORM 8-K AMENDMENT NO 1 - Phoenix Rising Companies, Inc.rssv_8ka.htm
EX-99.3 - PROFORMA FINANCIAL STATEMENTS - Phoenix Rising Companies, Inc.rssv_ex993.htm

EXHIBIT 99.2

 

ADMALL SDN. BHD.

 

INDEX TO THE UNAUDITED INTERIM FINANCIAL STATEMENTS

 

MARCH 31, 2018

 

TABLE OF CONTENTS

 

 

 

Page

 

 

 

 

 

Balance Sheet

 

 

2

 

 

 

 

 

 

Statement of Operations and Other Comprehensive Loss

 

 

3

 

 

 

 

 

 

Statement of Cash Flows

 

 

4

 

 

 

 

 

 

Notes to the Unaudited Financial Statements

 

 

5

 

 

 
1
 
 

 

ADMALL SDN. BHD.

Balance Sheets

(Unaudited)

 

 

 

March 31,

 

 

December 31,

 

 

 

2018

 

 

2017

 

ASSETS

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$ -

 

 

$ 989

 

Accounts receivable

 

 

182,773

 

 

 

129,435

 

Inventories

 

 

-

 

 

 

124,343

 

Prepaid and other current assets

 

 

68,868

 

 

 

76,103

 

Amount due from related companies

 

 

168,809

 

 

 

157,863

 

Total Current Assets

 

 

420,450

 

 

 

488,733

 

 

 

 

 

 

 

 

 

 

Plant and equipment, net

 

 

771,743

 

 

 

760,278

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$ 1,192,193

 

 

$ 1,249,011

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Bank overdraft

 

$ 4,071

 

 

$ -

 

Accounts payable

 

 

37,215

 

 

 

22,517

 

Accrued liabilities and other payable

 

 

73,255

 

 

 

58,388

 

Deferred revenue

 

 

172,513

 

 

 

163,418

 

Amount due to directors

 

 

125,963

 

 

 

134,758

 

Provision for taxation

 

 

35,965

 

 

 

34,191

 

Total Current Liabilities

 

 

448,982

 

 

 

413,272

 

 

 

 

 

 

 

 

 

 

Deferred taxation

 

 

61,337

 

 

 

78,414

 

TOTAL LIABILITIES

 

 

510,319

 

 

 

491,686

 

 

 

 

 

 

 

 

 

 

Stockholders' Equity

 

 

 

 

 

 

 

 

Share capital

 

 

1,206,475

 

 

 

1,206,475

 

Accumulated other comprehensive income

 

 

52,596

 

 

 

15,193

 

Accumulated deficit

 

 

(577,197 )

 

 

(464,343 )

Total Stockholders’ Equity

 

 

681,874

 

 

 

757,325

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 

$ 1,192,193

 

 

$ 1,249,011

 

 

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

 

 
2
 
Table of Contents

 

ADMALL SDN. BHD.

Statements of Operations and Other Comprehensive Loss

(Unaudited)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2018

 

 

2017

 

 

 

 

 

 

 

 

Revenues

 

$ 211,032

 

 

$ 488,731

 

Cost of revenues

 

 

156,151

 

 

 

170,824

 

Gross profit

 

 

54,881

 

 

 

317,907

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

General and administrative

 

 

190,603

 

 

 

484,157

 

Total operating expenses

 

 

190,603

 

 

 

484,157

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(135,722 )

 

 

(166,250 )

 

 

 

 

 

 

 

 

 

Other income

 

 

 

 

 

 

 

 

Other operating income

 

 

2,071

 

 

 

16,537

 

Total other income

 

 

2,071

 

 

 

16,537

 

 

 

 

 

 

 

 

 

 

Loss before provision for income taxes

 

 

(133,651 )

 

 

(149,713 )

Provision for income taxes

 

 

20,797

 

 

 

23,336

 

Net loss

 

$ (112,854 )

 

$ (126,377 )

 

 

 

 

 

 

 

 

 

Other comprehensive income

 

 

37,403

 

 

 

8,776

 

Comprehensive Loss

 

$ (75,451 )

 

$ (117,601 )

 

 

 

 

 

 

 

 

 

Basic and diluted loss per share of common stock

 

$ (0.02 )

 

$ (0.03 )

 

 

 

 

 

 

 

 

 

Weighted average number of shares of common stock outstanding

 

 

5,000,000

 

 

 

5,000,000

 

 

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

 

 
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Table of Contents

 

ADMALL SDN. BHD.

Statements of Cash Flows

 (Unaudited)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2018

 

 

2017

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

Net Loss

 

$ (112,854 )

 

$ (126,377 )

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Depreciation

 

 

27,532

 

 

 

26,270

 

Assets written off

 

 

-

 

 

 

243

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(45,847 )

 

 

(1,237 )

Inventories

 

 

128,628

 

 

 

125,565

 

Prepaid and other current assets

 

 

11,000

 

 

 

(3,134 )

Amount due from related companies

 

 

(2,707 )

 

 

(11,505 )

Accounts payable

 

 

13,304

 

 

 

11,088

 

Other payables and accruals

 

 

11,640

 

 

 

70,474

Deferred revenue

 

 

604

 

 

 

(175,724

)

Amount due to directors

 

 

(15,528 )

 

 

-

 

Amount due to related companies

 

 

-

 

 

 

105,904

 

Tax payable

 

 

(20,797 )

 

 

(23,336 )

Net Cash Used in Operating Activities

 

 

(5,025 )

 

 

(1,769 )

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

Proceeds from disposal of plant and equipment

 

 

-

 

 

 

-

 

Purchase of plant and equipment

 

 

-

 

 

 

(1,185 )

Net Cash Used in Investing Activities

 

 

-

 

 

 

(1,185 )

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

Cash overdraft

 

 

(4,071 )

 

 

-

 

Net Cash Used in Financing Activities

 

 

(4,071 )

 

 

-

 

 

 

 

 

 

 

 

 

 

Effect of Exchange Rate Changes on Cash and Cash Equivalents

 

 

8,107

 

 

 

690

 

 

 

 

 

 

 

 

 

 

Net decrease in cash and cash equivalents

 

 

(989 )

 

 

(2,264 )

Cash and cash equivalents, beginning of period

 

 

989

 

 

 

51,492

 

Cash and cash equivalents, end of period

 

$ -

 

 

$ 49,228

 

 

 

 

 

 

 

 

 

 

Supplemental cash flow information

 

 

 

 

 

 

 

 

Cash paid for interest

 

$ -

 

 

$ -

 

Cash paid for taxes

 

$ -

 

 

$ -

 

 

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

 

 
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Table of Contents

 

ADMALL SDN. BHD.

Notes to the Unaudited Financial Statements

March 31, 2018
Expressed in United States Dollars

 

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Admall Sdn. Bhd. (“we,” “us,” “our,” the “Company,” or “Admall”) is a private limited liability company, incorporated in Malaysia on October 23, 2015.

 

The registered office of business of the Company is located at Suite 10.03, Level10, The Gardens South Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur, Malaysia.

 

The principal place of business of the Company is located at D-15-05, Menara Mitraland, Jalan PJU 5/1, Kota Damansara, 47810 Selangor Darul Ehsan, Malaysia.

 

The principal activities of the Company are engaged in provision of nutrition consultancy service and training as well as selling health products through online store. There have been no significant changes in the nature of these activities during the financial period.

 

The Company’s fiscal year end is December 31.

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The Unaudited Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States and presented in United States dollars.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

 

Foreign Currency Translation and Re-measurement

 

The Company translates its foreign operations to U.S. dollar in accordance with ASC 830, “Foreign Currency Matters”.

 

The Company’s functional currency is Malaysian Ringgit (“MYR”) and reporting currency is the U.S. dollar.

 

The Company’s subsidiaries, whose functional currency is not the U.S. dollar, translate their records into U.S. dollar as follows:

 

 

· Assets and liabilities at the rate of exchange in effect at the balance sheet date

 

· Equities at historical rate

 

· Revenue and expense items at the average rate of exchange prevailing during the period

 

 
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Table of Contents

 

Financial Instruments

 

The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, other receivable, prepaid expenses and deposits, amount due from related parties, accounts payable and accrued liabilities, deferred revenue and due to related parties. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments.

 

Inventory

 

Inventories, consisting of raw material, are primarily accounted for using the first-in-first-out (“FIFO”). Inventories are measured at the lower of cost and net realizable value. The Company estimates the net realizable value of inventories based on an assessment of expected sales prices. Demand levels and pricing competition could change from time to time. If such factors result in an adverse effect on the Company’s products, the Company might be required to reduce the value of its inventories.

 

Inventory at March 31, 2018 and December 31, 2017 was $0 and $124,343 respectively.

 

Property and equipment

 

Fixed assets are recorded at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. The useful lives are as follows:

 

Computer and software

3 years

 

Furniture and fittings

6 years

 

Office equipment

4 years

 

Plant and machinery

5 ~ 10 years

 

Renovation

3.3 years

 

 

Maintenance and repairs are charged to operations as incurred. Expenditures which substantially increase the useful lives of the related assets are capitalized. When properties are disposed of, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is reported in the period the transaction takes place.

 

Accounting for the impairment of long-lived assets

 

The long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. It is reasonably possible that these assets could become impaired as a result of technology or other industry changes. Determination of recoverability of assets to be held and used is by comparing the carrying amount of an asset to future net undiscounted cash flows to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. During the three months ended March 31, 2018 and 2017, the Company did not impair any long-lived assets.

 

Deferred Revenue

 

The company has entered into agreements where the services to be performed extends beyond the current operating cycle. For these agreements, the company records a long-term obligation and recognizes revenue over the period of the agreement as the services are rendered.

 

Deferred revenue at March 31, 2018 and December 31, 2017 were $172,513 and $163,418, respectively.

 

Revenue Recognition

 

Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

 

 

· identify the contract with a customer;

 

· identify the performance obligations in the contract;

 

· determine the transaction price;

 

· allocate the transaction price to performance obligations in the contract; and

 

· recognize revenue as the performance obligation is satisfied.

 

 
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Income Taxes and Deferred Taxes

 

Tax expense in profit or loss comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that it relates to a business combination or items recognized directly in equity or other comprehensive income.

 

Deferred tax is recognized using the liability method for all temporary differences between the carrying amounts of assets and liabilities in the statement of financial position and their tax bases. Deferred tax is not recognized for the temporary differences arising from the initial recognition of goodwill, the initial recognition of assets and liabilities in a transaction which is not a business combination and that affects neither accounting nor taxable profit or loss. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the end of the reporting period.

 

Recent Accounting Pronouncements

 

Management has considered all recent accounting pronouncements issued since the last audit of our financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

 

NOTE 3 - GOING CONCERN

 

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet had sufficient revenues to cover its operating cost, and requires additional capital to commence its operating plan. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about its ability to continue as a going concern.

 

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan to obtain such resources for the Company include: sales of equity instruments; traditional financing, such as loans; and obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.

 

There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

NOTE 4 - ACCOUNTS RECEIVABLE

 

The Company has performed an analysis on all of its accounts receivable and determined that all amounts are collectible by the Company. As such, all accounts receivable are reflected as a current asset and no allowance for bad debt has been recorded as of March 31, 2018 and December 31, 2017. No bad debts were written off for the three months ended March 31, 2018 and 2017. The Company’s accounts receivable consists of only trade receivables from customers which are unrelated to the Company. The accounts receivable is non-interest bearing and is generally on 30 days to 90 days term. As at March 31, 2018 and December 31, 2017, the Company had accounts receivable of $182,773 and $129,435, respectively.

 

NOTE 5 - PREPAID AND OTHER CURRENT ASSETS

 

Prepaid expense and other current assets at March 31, 2018 and December 31, 2017 consist of the following

 

 

 

March 31,

 

 

December 31,

 

 

 

2018

 

 

2017

 

 

 

 

 

 

 

 

Other receivables

 

$ 7,721

 

 

$ 3,250

 

Deposits

 

 

14,685

 

 

 

13,961

 

Prepaid expenses

 

 

46,462

 

 

 

58,892

 

 

 

$ 68,868

 

 

$ 76,103

 

 

 
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NOTE 6 - PLANT AND EQUIPMENT

 

Plant and equipment at March 31, 2018 and December 31, 2017 consist of the following:

 

 

 

March 31,

 

 

December 31,

 

 

 

2018

 

 

2017

 

Cost:

 

 

 

 

 

 

Computer and software

 

$ 98,766

 

 

$ 93,893

 

Furniture and fittings

 

 

42,044

 

 

 

39,969

 

Office equipment

 

 

45,020

 

 

 

42,799

 

Plant and machinery

 

 

777,001

 

 

 

738,662

 

Renovation

 

 

51,520

 

 

 

48,978

 

 

 

 

1,014,351

 

 

 

964,301

 

Less: accumulated depreciation

 

 

(242,608 )

 

 

(204,023 )

Plant and equipment, net

 

$ 771,743

 

 

$ 760,278

 

 

During the three months ended March 31, 2018 and 2017, the Company recorded depreciation of $27,532 and $26,270, respectively.

 

NOTE 7 - ACCRUED LIABILITIES AND OTHER PAYABLE

 

The Company’s accounts payable and accrued liabilities consist of the followings:

 

 

 

March 31,

 

 

December 31,

 

 

 

2018

 

 

2017

 

Accrued expenses

 

$ 41,821

 

 

$ 35,121

 

Deposit received

 

 

324

 

 

 

308

 

Other payables

 

 

31,110

 

 

 

22,959

 

 

 

$ 73,255

 

 

$ 58,388

 

 

NOTE 8 - STOCKHOLDERS’ EQUITY

 

The capitalization of the Company consists of the following classes of capital stock as of March 31, 2018:

 

Ordinary shares

 

The Company has authorized share capital of RM 5,000,000 of RM 1 each at par. The Holders of ordinary shares are entitled to receive dividends as declared from time to time, and are entitled to one vote per share at meetings of the Company.

 

During the three months ended March 31, 2018, there were no share issuances.

 

As at March 31, 2018 and December 31, 2017, the Company had 5,000,000 common shares issued and outstanding.

 

The Company has no stock option plan, warrants or other dilutive securities.

 

 
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Table of Contents

  

NOTE 9 - RELATED PARTY TRANSACTIONS

 

As of March 31, 2018 and December 31, 2017. amount due from related parties consist of the followings:

 

 

 

March 31,

 

 

December 31,

 

 

 

2018

 

 

2017

 

Tenti International Sdn Bhd

 

$ 259

 

 

$ 246

 

Jin Gallery Sdn Bhd

 

 

166,743

 

 

 

157,617

 

Scenic Capital Berhad (Admall Capital Berhad)

 

 

1,807

 

 

 

-

 

 

 

$ 168,809

 

 

$ 157,863

 

 

The amounts are non-interest bearing, unsecured and have no fixed terms of repayment.

 

As of March 31, 2018 and December 31, 2017, the Company recorded amount due to directors of $125,963 and $134,758, respectively. The amounts are non-interest bearing, unsecured and have no fixed terms of repayment.

 

NOTE 10 - SUBSEQUENT EVENTS

 

Management has evaluated subsequent events through the date these financial statements were available to be issued. Based on our evaluation no material events have occurred that require disclosure.

 

 

9