TREASURE GLOBAL INC 10-K

Item 8. Financial Statements and Supplementary Data. TREASURE GLOBAL INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS TABLE OF CONTENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 1171) F-2 Report of Independent Registered Public Accounting Firm (PCAOB ID: 711) F-3 Consolidated Balance Sheets as of June 30, 2023 and 2022 F-4 Consolidated Statements of Operations and Comprehensive Loss for the years ended June 30, 2023 and 2022 F-5 Consolidated Statements of Changes in Stockholders’ Deficiency for the years ended June 30, 2023 and 2022 F-6 Consolidated Statements of Cash Flows for the years ended June 30, 2023 and 2022 F-7 Notes to Consolidated Financial Statements F-8 – F-35 F- 1 To: The Board of Directors and Stockholders of Treasure Global Inc Report of Independent Registered Public Accounting Firm Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Treasure Global Inc and its subsidiaries (the “Company”) as of June 30, 2023, and the related consolidated statements of operations and comprehensive loss, change in stockholders’ deficiency, and cash flows for the year ended June 30, 2023, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2023, and the results of its operations and its cash flows for the year ended June 30, 2023, in conformity with accounting principles generally accepted in the United States of America. Substantial Doubt about the Company’s Ability to Continue as a Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company had an accumulated deficit and its net cash outflows from operating activities raises substantial doubt about its ability to continue as a going concern. Management’s plan regarding these matters are described in Note 2. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ WWC, P.C. WWC, P.C. Certified Public Accountants PCAOB ID: 1171 We have served as the Company’s auditor since 2023. San Mateo, California September 28, 2023 F- 2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Treasure Global Inc. Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheet of Treasure Global Inc. (the “Company”) as of June 30, 2022, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ (deficiency) equity and cash flows for the year ended June 30, 2022, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2022, and the results of its operations and its cash flows for each of the years in the year ended June 30, 2022, in conformity with accounting principles generally accepted in the United States of America. Explanatory Paragraph - Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has incurred recurring losses from operations, a working capital deficit and accumulated deficit at June 30, 2022. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 3. These consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. If the Company is unable to successfully obtain the necessary additional financial support as specified in Note 3, there could be a material adverse effect on the Company. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provide a reasonable basis for our opinion. We served as the Company’s auditor from 2021 through 2022 /s/ Friedman LLP New York, New York December 5, 2022 PCAOB ID: 711 F- 3 TREASURE GLOBAL INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS June 30, June 30, 2023 2022 ASSETS CURRENT ASSETS Cash and cash equivalents $ 4,593,634 $ 1,845,232 Accounts receivable, net 163,169 - Inventories 400,543 216,069 Other receivables and other current assets 613,125 8,780 Other receivable, a related party 12,379 - Prepayments 248,551 203,020 Total current assets 6,031,401 2,273,101 NON-CURRENT ASSETS Property and equipment, net 279,600 337,645 Operating lease right-of-use assets 61,377 - Deferred offering costs - 93,536 Total non-current assets 340,977 431,181 TOTAL ASSETS $ 6,372,378 $ 2,704,282 LIABILITIES AND STOCKHOLDERS’ DEFICIENCY CURRENT LIABILITIES Related party loan, current portion $ 5,323 $ 4,505 Insurance loan 160,292 - Convertible notes payable, net of unamortized discounts of $ 358,284 and $ 717,260 as of June 30, 2023 and 2022, respectively 4,791,716 10,954,042 Convertible notes payable, related parties - 2,437,574 Loans from third parties - 1,417,647 Accounts payable 42,853 25,397 Accounts payable, related parties - 14,326 Customer deposits 161,475 73,317 Contract liabilities 157,080 56,757 Other payables and accrued liabilities 723,396 1,161,860 Other payables, related parties 1,660 - Amount due to related parties 320,960 2,060,088 Operating lease liabilities 40,274 - Income tax payables 67,546 16,445 Total current liabilities 6,472,575 18,221,958 NON-CURRENT LIABILITIES Operating lease liabilities, non-current 22,036 - Related party loan, non-current portion 8,099 13,883 Senior note - 65,000 Total non-current liabilities 30,135 78,883 TOTAL LIABILITIES 6,502,710 18,300,841 COMMITMENTS AND CONTINGENCIES (Note 15) STOCKHOLDERS’ DEFICIENCY Common stock, par value $ 0.00001 ; 170,000,000 shares authorized, 17,901,353 and 10,545,251 shares issued and outstanding as of June 30, 2023 and 2022, respectively 180 105 Additional paid-in capital 31,485,556 4,020,552 Accumulated deficits ( 31,443,451 ) ( 19,715,740 ) Accumulated other comprehensive (loss) income ( 172,617 ) 98,524 TOTAL STOCKHOLDERS’ DEFICIENCY ( 130,332 ) ( 15,596,559 ) TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY $ 6,372,378 $ 2,704,282 The accompanying notes are an integral part of these consolidated financial statements. F- 4 TREASURE GLOBAL INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS For the Years Ended June 30, 2023 2022 Revenues $ 69,408,319 $ 79,674,879 Cost of revenues ( 68,885,035 ) ( 79,198,691 ) Gross profit 523,284 476,188 Selling ( 4,721,723 ) ( 6,282,465 ) General and administrative ( 4,670,030 ) ( 2,819,811 ) Research and development ( 549,065 ) ( 266,716 ) Stock-based compensation ( 819,332 ) ( 1,283,994 ) Total operating expenses ( 10,760,150 ) ( 10,652,986 ) LOSS FROM OPERATIONS ( 10,236,866 ) ( 10,176,798 ) OTHER (EXPENSE) INCOME Other (expense) income, net ( 7,937 ) 54,854 Interest expense ( 95,242 ) ( 341,609 ) Amortization of debt discount ( 1,290,050 ) ( 1,266,861 ) TOTAL OTHER EXPENSE, NET ( 1,393,229 ) ( 1,553,616 ) Loss before income taxes ( 11,630,095 ) ( 11,730,414 ) Provision for income taxes ( 97,616 ) ( 15,600 ) NET LOSS ( 11,727,711 ) ( 11,746,014 ) OTHER COMPREHENSIVE INCOME (LOSS) Foreign currency translation adjustment ( 271,141 ) 154,104 COMPREHENSIVE LOSS $ ( 11,998,852 ) $ ( 11,591,910 ) LOSS PER SHARE Basic and diluted $ ( 0.70 ) $ ( 1.12 ) WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING Basic and diluted 16,691,956 10,469,396 The accompanying notes are an integral part of these consolidated financial statements. F- 5 TREASURE GLOBAL INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGE IN STOCKHOLDERS’ DEFICIENCY ACCUMULATED COMMON STOCK ADDITIONAL OTHER TOTAL Number of shares par value PAID IN CAPITAL ACCUMULATED DEFICIT COMPREHENSIVE INCOME (LOSS) STOCKHOLDERS’ DEFICIENCY Balance as of June 30, 2021 10,312,585 $ 103 $ 1,504,950 $ ( 7,969,726 ) $ ( 55,580 ) $ ( 6,520,253 ) Beneficial conversion feature from issuance of convertible notes - - 1,231,610 - - 1,231,610 Net loss - - - ( 11,746,014 ) - ( 11,746,014 ) Issuance of common stock - non-employee stock compensation 232,666 2 1,283,992 - - 1,283,994 Foreign currency translation adjustment - - - - 154,104 154,104 Balance as of June 30, 2022 10,545,251 105 4,020,552 ( 19,715,740 ) 98,524 ( 15,596,559 ) Beneficial conversion feature from issuance of convertible notes - - 749,062 - - 749,062 Net loss - - - ( 11,727,711 ) - ( 11,727,711 ) Issuance of common stock - non-employee stock compensation 395,547 4 819,328 - - 819,332 Conversion of convertible note payable 4,150,140 42 14,476,325 - - 14,476,367 Conversion of convertible note payable, related parties 353,272 4 2,437,570 - - 2,437,574 Issuance of common stock in initial public offering, net of issuance costs 2,300,000 23 7,951,202 - - 7,951,225 Fair value of warrants issued in initial public offering - - 175,349 - - 175,349 Issuance of warrants - non- employee stock compensation - - 856,170 - - 856,170 Cashless exercise of warrants- non- employee stock compensation into common stock 157,143 2 ( 2 ) - - - Foreign currency translation adjustment - - - - ( 271,141 ) ( 271,141 ) Balance as of June 30, 2023 17,901,353 $ 180 $ 31,485,556 $ ( 31,443,451 ) $ ( 172,617 ) $ ( 130,332 ) The accompanying notes are an integral part of these consolidated financial statements. F- 6 TREASURE GLOBAL INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended June 30, 2023 2022 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 11,727,711 ) $ ( 11,746,014 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 108,483 60,605 Amortization of debt discounts 1,290,050 1,266,861 Amortization of operating right-of-use assets 35,034 - Allowance for (recovery of) doubtful accounts, net 601 ( 24,953 ) Inventories impairment - 8,805 Stock-based compensation 819,332 1,283,994 Loss from disposal of equipment 18,362 - Change in operating assets and liabilities Accounts receivable ( 170,107 ) 107,233 Account receivable, a related party - 10,116 Inventories ( 204,028 ) 151,184 Other receivables and other current assets ( 352,990 ) 5,376 Other receivable, a related party ( 12,860 ) - Prepayments ( 58,941 ) ( 35,730 ) Accounts payable 19,588 ( 17,648 ) Accounts payable, related parties ( 14,061 ) ( 142,642 ) Customer deposits 95,787 ( 67,237 ) Customer deposits, related parties - ( 191,698 ) Contract liabilities 107,474 47,066 Other payables and accrued liabilities 468,492 719,184 Other payables, related parties 1,725 ( 112,848 ) Operating lease liabilities ( 34,065 ) - Income tax payables 49,550 14,445 Net cash used in operating activities ( 9,560,285 ) ( 8,663,901 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of equipment ( 86,964 ) ( 312,358 ) Proceeds from sale of equipment 25,720 619 Net cash used in investing activities ( 61,244 ) ( 311,739 ) CASH FLOWS FROM FINANCING ACTIVITIES: Payments of deferred offering cost ( 15,000 ) ( 93,536 ) Proceeds from issuance of common stock in initial public offering 8,235,110 - Principal payments of insurance loan ( 104,271 ) - Payments of related party loans ( 4,105 ) ( 5,434 ) Proceeds from issuance of convertible notes 7,732,092 7,587,150 Proceeds from issuance of convertible notes, related parties - 1,037,574 Repayments from related parties - 59,722 Repayment of senior note ( 65,000 ) - Repayments to related parties ( 1,728,225 ) ( 1,898,578 ) Proceeds from third party loans 556,719 1,476,995 Repayments to third party loans ( 1,948,132 ) - Net cash provided by financing activities 12,659,188 8,163,893 EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS ( 289,257 ) ( 186,419 ) INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 2,748,402 ( 998,166 ) CASH AND CASH EQUIVALENTS, beginning of year 1,845,232 2,843,398 CASH AND CASH EQUIVALENTS, end of year $ 4,593,634 $ 1,845,232 SUPPLEMENTAL CASH FLOWS INFORMATION Income taxes paid $ 46,450 $ 1,628 Interest paid $ 65,679 $ 291,433 SUPPLEMENTAL NON-CASH FLOWS INFORMATION Offering costs paid in the prior period $ 93,536 $ - Beneficial conversion feature resulted from issuance of convertible notes $ 749,062 $ 1,231,610 Fair value of warrants issued to underwriter $ 175,349 $ - Fair value of warrants issued to consultant $ 856,170 $ - Fair value of common stock issued to consultant $ 819,332 $ - Recognition of operating right-of-use asset and lease liability $ 98,795 $ - Recognition of accrued restoration cost in a lease $ 24,664 - Conversion of convertible notes payable, net of unamortized discounts $ 14,476,367 $ - Conversion of convertible notes payable, related parties $ 2,437,574 $ - Insurance premium prepaid by insurance loan $ 264,563 $ - The accompanying notes are an integral part of these consolidated financial statements. F- 7 TREASURE GLOBAL INC AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 1 – Nature of business and organization Treasure Global Inc. (“TGL” or the “Company”) is a holding company incorporated on March 20, 2020 , under the laws of the State of Delaware. The Company has no substantive operations other than holding all of the outstanding shares of Gem Reward Sdn. Bhd. (“GEM”), which was established under the laws of the Malaysia on June 6, 2017, through a reverse recapitalization. On March 11, 2021, TGL completed a reverse recapitalization (“Reorganization”) under common control of its then existing stockholders, who collectively owned all of the equity interests of GEM prior to the Reorganization through a Share Swap Agreement. GEM is under common control of the same stockholders of TGL through a beneficial ownership agreement, which results in the consolidation of GEM and has been accounted for as a Reorganization of entities under common control at carrying value. Before and after the Reorganization, the Company, together with its subsidiaries is effectively controlled by the same stockholders, and therefore the Reorganization is considered as a recapitalization of entities under common control in accordance with Accounting Standards Codification (“ASC”) 805-50-25. The consolidation of the Company and its subsidiaries have been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements in accordance with ASC 805-50-45-5. The Company, through its wholly owned subsidiary, GEM, engages in the payment processing industry and operate an online-to-offline (“O2O”) e-commerce platform known as “ZCITY”. The Company has extensive business interests in creating an innovative O2O e-commerce platform with an instant rebate and affiliate cashback program business model, focusing on providing a seamless payment solution and capitalizing on big data using artificial intelligence technology. The Company’s proprietary product is an internet application (or “app”) called “ZCITY App”. ZCITY App drives user app download and transactions by providing instant rebate and cashback. The Company aims to transform and simplify a user’s e-payment gateway experience by providing great deals, rewards and promotions with every use in an effort to make it Malaysia’s top reward and payment gateway platform. On April 12, 2023, the Company entered into a share sale agreement (the “Agreement”) with Damanhuri Bin Hussien (“DBH”), an unrelated party. Pursuant to the Agreement, the Company agreed to purchase 10,000 units of ordinary shares, representing a 100 % equity interest in Foodlink Global Sdn Bhd (“Foodlink”), along with its two wholly owned subsidiaries, Morgan Global Sdn. Bhd (“Morgan”) and AY Food Ventures Sdn. Bhd. (“AY Food”), for a consideration of MYR12, 000 (approximately $ 3,000 ) from DBH. Foodlink, Morgan, and AY Food are engaged in the operation of sub-licensing restaurant branding and the selling and trading of food and beverage products. Since Foodlink, Morgan, and AY Food are blank check companies that were incorporated in January 2023 without any operating history prior to the acquisition, the acquisition of these entities is immaterial to the Company’s consolidated financial statements. The accompanying consolidated financial statements reflect the activities of TGL and each of the following entities. Name Background Ownership Gem Reward Sdn. Bhd. (“GEM”) ● ● ● A Malaysian company Incorporated in June 2017 Operated O2O e-commerce platform known as ZCITY 100% owned by TGL Foodlink Global Sdn Bhd (“Foodlink”), ● ● ● A Malaysian company Incorporated in January 2023 Sub-licensing restaurant branding and selling and trading of foods and beverage products. 100% owned by TGL Morgan Global Sdn. Bhd (“Morgan”) ● ● ● A Malaysian company Incorporated in January 2023 Sub-licensing restaurant branding and selling and trading of foods and beverage products. 100% owned by Foodlink AY Food Ventures Sdn. Bhd. (“AY Food”), ● ● ● A Malaysian company Incorporated in January 2023 Sub-licensing restaurant branding and selling and trading of foods and beverage products. 100% owned by Foodlink Note 2 – Summary of significant accounting policies Going concern In assessing the Company’s liquidity and the significant doubt about its ability to continue as a going concern, the Company monitors and analyzes cash on hand and operating expenditure commitments. The Company’s liquidity needs are to meet working capital requirements and operating expense obligations. To date, the Company has financed its operations primarily through cash flows from contributions from stockholders, issuance of convertible notes from third parties and related parties, related party loans, and its initial underwritten public offering (the “Offering”). F- 8 TREASURE GLOBAL INC AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The Company’s management has considered whether there is substantial doubt about its ability to continue as a going concern due to: (1) recurring loss from operations of approximately $ 10.2 million for the year ended June 30, 2023; (2) accumulated deficit of approximately $ 31.4 million as of June 30, 2023; and (3) net operating cash outflow of approximately $ 9.6 million for the year ended June 30, 2023. On August 15, 2022, the Company closed its Offering of 2,300,000 shares of common stock, par value $ 0.00001 per share, at $ 4.00 per share. The Company received aggregate net proceeds from the closing of approximately $ 8.2 million, after deducting underwriting discounts, commissions, fees, and other estimated offering expenses. From February 2023 to June 2023, the Company issued two convertible notes to a third party, in an aggregate principal amount of $ 5,500,000 . Upon completion of these transactions, the Company received $ 5,060,000 in net proceeds from this third party, net of debt discount. The convertible notes accrue or will accrue interest expense at 4 % per annum and have a 12 -month term. Despite receiving the net proceeds from its Offering and the issuance of convertible notes, the Company’s management is of the opinion that it will not have sufficient funds to meet the Company’s working capital requirements and debt obligations as they become due starting from one year from the date of this report due to the recurring loss. Therefore, management has determined that there is a significant doubt about its ability to continue as a going concern. If the Company is unable to generate significant revenue, it may be required to curtail or cease its operations. Management is trying to alleviate the going concern risk through the following sources: ● Eq uity financing to support its working capital; ● Other available sources of financing (including debt) from Malaysian banks and other financial institutions; and ● Financ ial support and credit guarantee commitments from the Company’s related parties. There, however, is no guarantee that the substantial doubt about the Company’s ability to continue as a going concern will be alleviated. Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for information pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”). Principles of consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation. A subsidiary is an entity in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors. Enterprise wide disclosure The Company’s Chief Operating Decision Makers (CODM), which include the Chief Executive Officer and their direct reports, review financial information presented on a consolidated basis. This information is accompanied by a breakdown of revenues from different revenue streams, facilitating resource allocation and financial performance evaluation. The reporting of operating segments aligns with the internal reports provided to the CODM, a group composed of specific members of the Company’s management team. As of June 30, 2023, the Company had two operating segments: (1) revenue generated from the ZCITY platform and (2) revenue from food and beverage products, along with sublicensing revenue. However, upon assessing both the qualitative and quantitative criteria outlined in ASC 280, ‘Segment Reporting,’ it was determined that the operating segments related to food and beverage product revenue and sublicensing revenue did not meet the quantitative criteria. Consequently, the Company considers itself to be operating within a single reportable segment. F- 9 TREASURE GLOBAL INC AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Use of estimates The preparation of these consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in our consolidated financial statements include the estimated retail price per point and estimated breakage to calculate the revenue recognized in our loyalty program revenue, the useful lives of property and equipment, impairment of long-lived assets, allowance for doubtful accounts, write-down for estimated obsolescence or unmarketable inventories, realization of deferred tax assets and uncertain tax position, fair value of our stock price to determine the beneficial conversion feature (“BCF”) within the convertible note, fair value of the stock-based compensation, and fair value of the warrants issued. Actual results could differ from these estimates. Foreign currency translation and transaction 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 reporting currency of the Company is United States Dollars (“US$”) and the accompanying consolidated financial statements have been expressed in US$. The Company’s subsidiaries in Malaysia conducts their businesses and maintains their books and record in the local currency, Malaysian Ringgit (“MYR” or “RM”), as its functional currency. 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 subsidiaries are recorded as a separate component of accumulated other comprehensive gain or loss within the consolidated statements of changes in stockholders’ deficiency. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. Translation of foreign currencies into US$1 have been made at the following exchange rates for the respective periods: As of June 30, 2023 June 30, 2022 Period-end MYR: US$1 exchange rate 4.67 4.41 For the years ended June 30, 2023 2022 Period-average MYR: US$1 exchange rate 4.49 4.23 Cash and cash equivalents Cash is carried at cost and represent cash on hand, time deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less. Cash equivalents consist of funds received from customer, which funds were held at the third-party platform’s fund account, and which are unrestricted and immediately available for withdrawal and use. F- 10 TREASURE GLOBAL INC AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Accounts receivable, net Accounts receivable are recorded at the invoiced amount less an allowance for any uncollectible accounts and do not bear interest. The Company provides various payment terms from cash due on delivery to 90 days based on customer’s credibility. Accounts receivable include money due from agent subscription and sales of health care product on its ZCITY platform as well as sublicensing revenue and sales of food and beverage products. Management reviews the adequacy of the allowance for doubtful accounts on an ongoing basis, using historical collection trends and aging of receivables. Management also periodically evaluates individual customer’s financial condition, credit history, and the current economic conditions to make adjustments in the allowance when it is considered necessary. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company’s management continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary. As of June 30, 2023 and 2022, the Company recorded $ 214 , and $ 227 of allowance for doubtful account, respectively. For the years ended June 30, 2023 and 2022, the Company record $ 601 and $ 0 additional allowance doubtful account against accounts receivable, respectively. For the years ended June 30, 2023 and 2022, the Company recovered doubtful account from accounts receivable amounted to $ 0 and $ 24,953 , respectively. Inventories Inventories are stated at the lower of cost or net realizable value, cost being determined on a first in first out method. Costs include gift card or “E-voucher” pin code which are purchased from the Company’s suppliers as merchandized goods or store credit. Costs also included health care products, foods and beverage products which are purchased from the Company’s suppliers as merchandized goods. Management compares the cost of inventories with the net realizable value and if applicable, an allowance is made for writing down the inventory to its net realizable value, if lower than cost. On an ongoing basis, inventories are reviewed for potential write-down for estimated obsolescence or unmarketable inventories which equals the difference between the costs of inventories and the estimated net realizable value based upon forecasts for future demand and market conditions. When inventories are written-down to the lower of cost or net realizable value, it is not marked up subsequently based on changes in underlying facts and circumstances. For the years ended June 30, 2023 and 2022, $ 0 and $ 8,805 write-down for inventories were recorded, respectively. Other receivables and other current assets Other receivables and other current assets primarily include prepayment made by the Company to third parties for cyber security service, director & officer liability insurance (“D&O Insurance”), other professional fee. Other receivables and other current assets also include refundable advance to third party service provider, and other deposits. I Management regularly reviews the aging of receivables and changes in payment trends and records allowances when management believes collection of amounts due are at risk. Accounts considered uncollectable are written off against allowances after exhaustive efforts at collection are made. As of June 30, 2023 and 2022, no allowance for doubtful account was recorded. Prepayments Prepayments and deposits are mainly cash deposited or advanced to suppliers for future inventory purchases. This amount is refundable and bears no interest. For any prepayments determined by management that such advances will not be in receipts of inventories, services, or refundable, the Company will recognize an allowance account to reserve such balances. Management reviews its prepayments on a regular basis to determine if the allowance is adequate, and adjusts the allowance when necessary. Delinquent account balances are written-off against allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. The Company’s management continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary. As of June 30, 2023 and 2022, no allowance for the doubtful accounts was recorded. Property and equipment, net Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets with no residual value. The estimated useful lives are as follows: Expected useful lives Computer and office equipment 5 years Furniture and fixtures 3 - 5 years Motor vehicles 5 years Leasehold improvement 3 years F- 11 TREASURE GLOBAL INC AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the consolidated statements of operations and comprehensive loss. Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals and betterments, which are expected to extend the useful life of assets, are capitalized. The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives. Impairment for long-lived assets Long-lived assets, including property and equipment with finite lives are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. As of June 30, 2023 and 2022, no impairment of long-lived assets was recognized. Deferred offering costs Deferred offering costs represents costs associated with the Company’s Offering on August 15, 2022. The deferred offering costs had been netted against the proceeds received from the Offering. Customer deposits Customer deposits represent amounts advanced by customers on service order. Customer deposits are reduced when the related sale is recognized in accordance with the Company’s revenue recognition policy. Customer deposits also represent unamortized member subscription revenue. Convertible notes The Company evaluates its convertible notes to determine if those contracts or embedded components of those contracts qualify as derivatives. The result of this accounting treatment is that the fair value of the embedded derivative is recorded at fair value each reporting period and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statements of operations as other income or expense. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. If the conversion features of conventional convertible debt provide for a rate of conversion that is below market value at issuance, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20 “Debt with Conversion and Other Options.” In those circumstances, the convertible debt is recorded net of the discount related to the BCF, and the Company amortizes the discount to interest expense, over the life of the debt. Upon conversion, the carrying amount of the convertible note, net of the unamortized discount shall be reduced by, if any, the cash (or other assets) transferred and then shall be recognized in the capital accounts to reflect the shares issued and no gain or loss is recognized pursuant to ASC Topic 470-20-40-4. F- 12 TREASURE GLOBAL INC AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. As the Company’s warrants meet all of the criteria for equity classification, so the Company classified each warrant as its own equity. Revenue recognition The Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (ASC Topic 606) for all periods presented. The core principle underlying the revenue recognition of this ASU allows the Company to recognize - revenue that represents the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This will require the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer. To achieve that core principle, the Company applies five-step model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation. The Company accounts for a contract with a customer when the contract is committed in writing, the rights of the parties, including payment terms, are identified, the contract has commercial substance and consideration is probable of substantially collection. Revenue recognition policies for each type of revenue stream are as follows: Product revenue - Performance obligations satisfied at a point in time The Company primarily sells discounted gift cards (or E-vouchers) from retailers, health care products and computer products through individual order directly through the Company’s online marketplace platform and its mobile application (“ZCITY”). In addition, the Company through its subsidiaries, Morgan and AY Food, engages in sales of food and beverage products. When the Company is acting as a principal in the transaction, the Company accounts for the revenue generated from its sales of E-vouchers, health care products, computer products, and food and beverage product on a gross basis as the Company is is responsible for fulfilling the promise to provide the specified goods, which the Company has control of the goods and has the ability to direct the use of goods to obtain substantially all the benefits. In making this determination, the Company assesses whether it is primarily obligated in these transactions, is subject to inventory risk, has latitude in establishing prices, or has met several but not all of these indicators in accordance with ASC 606-10-55-36 through 40. The Company determined that it is primarily responsible for fulfilling the promise to provide the specified good as the Company directly purchases and pays for in full the applicable E-voucher, health care products and computer products from the vendors prior to posting of such products for sale on its online marketplace platform and prior to taking any orders for sales of such products. Meanwhile, the Company maintained an average daily inventory of approximately $ 403,994 to support an average 2.1 days of sales during the year ended June 30, 2023, which demonstrate the Company had control over the products prior to selling it to the customers as the ownership of the products did not transfer momentarily to the customer after the Company purchased the products from vendors. In addition, the Company cannot return the products to the vendors due to lack of sales which demonstrated that the Company is subject to inventory risk, and it has discretion in establishing the price of the products which has demonstrated that the Company has the ability to direct the use of that good or service and obtain substantially all of the remaining benefits. In certain instances, the Company is acting as an agent in the transaction and is engaging in drop shipping arrangements for health care, food, and beverage products, where the products were shipped directly from the vendors to the customers. In these drop shipping transactions, the Company was not primarily responsible for fulfilling the promise to deliver the products to the customers, and as a result, did not exercise control over the goods or assume any inventory risks. Therefore, the Company determined that revenue from sales of products under the drop shipping arrangements were recognized on a net basis. F- 13 TREASURE GLOBAL INC AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The Company recognizes the sales of E-vouchers, health care products, computer products, and food and beverage products revenue when the control of the specified goods is transferred to its customer. No refund or return policy is provided to the customer. For the years ended June 30, 2023 and 2022, approximately $ 1.8 million and $ 2.8 million of product revenues are related to non-spending related activities with the same amount recorded as selling expenses, respectively. Loyalty program - Performance obligations satisfied at a point in time The Company’s ZCITY reward loyalty program allows members to earn points on purchases that can be redeemed for rewards that include discounts on future purchases. When members purchase the Company’s product or make purchase with the Company’s participated vendor through ZCITY, the Company allocate the transaction price between the product and service, and the reward points earned based on the relative stand-alone selling prices and expected point redemption. The portion allocated to the reward points is initially recorded as contract liability and subsequently recognized as revenue upon redemption or expiration. The two primary estimates utilized to record the contract liabilities for reward points earned by members are the estimated retail price per point and estimated breakage. The estimated retail price per point is based on the actual historical retail prices of product purchased or service obtained through the redemption of reward points. The Company estimate breakage of reward points based on historical redemption rates. The Company continually evaluates its methodology and assumptions based on developments in retail price per point redeemed, redemption patterns and other factors. Changes in the retail price per point and redemption rates have the effect of either increasing or decreasing the contract liabilities through current period revenue by an amount estimated to represent the retail value of all points previously earned but not yet redeemed by loyalty program members as of the end of the reporting period. Transactions revenue - Performance obligations satisfied at a point in time The transactions revenues primarily consist of fees charged to merchants for participating in ZCITY upon successful sales transaction and payment service taken place between the merchants and their customers online. The Company earns transaction revenue from merchants when transactions are completed on certain retail marketplaces. Such revenue is generally determined as a percentage based on the value of merchandise or services being sold by the merchants. In connection with the transaction revenue, the Company offers to share the profit of the transaction (“agent commission”) to the agents who has referred merchants to participating in Company’s online marketplace platform and in ZCITY. Transaction revenue is recognized, net of agent commission, in the consolidated statements of operations at the time when the underlying transaction is completed. F- 14 TREASURE GLOBAL INC AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Agent subscription revenue - Performance obligations satisfied at a point in time In order to attract more merchants to join the Company’s online marketplace and in ZCITY, the Company provides a right to the agent, an individual or a merchant, to join the Zagent program and assist the Company to develop more merchants to join its merchant network. The agent subscription revenue primarily consists of fees charged to the agents in exchange for the right by introducing merchants to join the Company’s merchant network and to earn a future fixed percentage of commission fee upon completion of each sales transaction. As the agent subscription fee is non-refundable, agent subscription revenue is recognized in the consolidated statements of operations at the time when an agent completed the Zagent program training and the remittance of payment of the subscription fee. Member subscription revenue - Performance obligations satisfied over time In order to attract more customer to engage with the Company’s online marketplace and in ZCITY, the Company provides membership subscription to the customers to join the Zmember program, a membership program that provides member with benefits which included exclusive saving, bonus, and referral rewards. Member subscription revenue primarily consists of fees charge to customers who sign up for Zmember. As the Company provides customers with 6 months member subscription service in general, member subscription revenue is recognized in the consolidated statement of operation over the time across the subscription period. Sublicense revenue - Performance obligations satisfied over time The Company, through its wholly-owned subsidiaries, Morgan and AY Food, generates revenue by sublicensing the right to use the Licensor’s Trademark to its customers. Since the sublicense fee is charged to customers on a monthly basis throughout the contractual period, the Company recognizes sublicense revenue in the consolidated statements of operations over the duration of the contract. Furthermore, the Company establishes itself as the principal in these arrangements, as it possesses the latitude to establish pricing and assumes the inventory risk associated with fulfilling the minimum payment obligations to the Trademark’s licensor regardless of the number of sublicensees engaged by the Company during the license period. Disaggregated information of revenues by products/services are as follows: For the years ended June 30, 2023 2022 Gift card or “E-voucher” revenue (1) $ 68,050,624 $ 78,739,939 Health care products, computer products, and food and beverage products revenue (1) 324,209 49,524 Loyalty program revenue (1) 524,854 620,293 Transaction revenue (1) 75,274 53,667 Agent subscription revenue (1) - 15 Member subscription revenue (2) 383,538 211,441 Sub license revenue (2) 49,820 - Total revenues $ 69,408,319 $ 79,674,879 (1) Revenue recognized at a point in time. (2) Revenue recognized over time. F- 15 TREASURE GLOBAL INC AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Cost of revenue Cost of revenue sold mainly consists of the purchases of the gift card or “E-voucher” pin code, and health care products which is directly attributable to the sales of product on the Company’s online marketplace platform. In addition, cost of revenue sold also consists of purchase of food and beverage products for resales and license payment to Trademark’s licensor for sublicense revenue. Advertising costs Advertising costs amounted to $ 3,494,347 and $ 4,224,710 for the years ended June 30, 2023 and 2022, respectively. Research and development Research and development expenses include salaries and other compensation-related expenses to the Company’s research and product development personnel, and related expenses for the Company’s research and product development team. Research and development expenses amounted to $ 549,065 and $ 266,716 for the years ended June 30, 2023 and 2022, respectively. Defined contribution plan The full-time employees of the Company are entitled to the government mandated defined contribution plan. The Company is required to accrue and pay for these benefits based on certain percentages of the employees’ respective salaries, subject to certain ceilings, in accordance with the relevant government regulations, and make cash contributions to the government mandated defined contribution plan. Total expenses for the plans were $ 208,190 and $ 139,593 for the years ended June 30, 2023 and 2022, respectively. The related contribution plans include: ● Social Security Organization (“SOSCO”) – 1.75 % based on employee’s monthly salary capped of RM 4,000 ; ● Employees Provident Fund (“EPF”) – 12 % based on employee’s monthly salary; ● Employment Insurance System (“EIS”) – 0.2 % based on employee’s monthly salary capped of RM 4,000 ; Income taxes The Company accounts for income taxes in accordance with U.S. GAAP for income taxes. The charge for taxation is based on the results for the fiscal year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred taxes are accounted for using the asset and liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. F- 16 TREASURE GLOBAL INC AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50 % likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. No penalties and interest incurred related to underpayment of income tax for the years ended June 30, 2023 and 2022. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. The Company conducts much of its business activities in Malaysia and is subject to tax in its jurisdiction. As a result of its business activities, the Company will file separate tax returns that are subject to examination by the foreign tax authorities. Stock-based compensation The Company recognizes compensation costs resulting from the issuance of stock-based awards to third party consultant and former director as an expense in the statements of operations over the requisite service period based on a measurement of fair value for each stock-based award. The fair value of each warrants granted are estimated as of the grant date using the Black-Scholes-Merton option-pricing model while the fair value of each common stock granted are estimated using the Company’s closing stock price on the grant date. The fair value is amortized as compensation cost on a straight-line basis over the requisite service period of the awards. The Black-Scholes-Merton option-pricing model includes various assumptions, including the fair market value of the common stock of the Company, expected life of stock options, the expected volatility and the expected risk-free interest rate, among others. These assumptions reflect the Company’s best estimates, but they involve inherent uncertainties based on market conditions generally outside the control of the Company. As a result, if other assumptions had been used, stock-based compensation expense, as determined in accordance with authoritative guidance, could have been materially impacted. Furthermore, if the Company uses different assumptions on future grants, stock-based compensation expense could be materially affected in future periods. Comprehensive loss Comprehensive loss consists of two components, net loss and other comprehensive loss. Net loss refers to revenue, expenses, gains and losses that under GAAP are recorded as an element of stockholders’ equity (deficiency) Other comprehensive loss but are excluded from net loss. Other comprehensive loss consists of a foreign currency translation adjustment resulting from the Company not using the U.S. dollar as its functional currencies. Loss per share The Company computes earnings (loss) per share (“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net loss divided by the weighted average common stock outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of the potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common stock that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS for the years ended June 30, 2023 and 2022, a total of 1,383,356 and 3,282,887 contingent shares to be issued to the underwriters and convertible note holders are excluded in the diluted EPS calculation due to its anti-diluted effect, respectively. Fair value measurements Fair value is defined as the price that would be received for an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. Valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. When determining the fair value measurements for assets and liabilities, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. The following summarizes the three levels of inputs required to measure fair value, of which the first two are considered observable and the third is considered unobservable: Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities. F- 17 TREASURE GLOBAL INC AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The fair value for certain assets and liabilities such as cash and cash equivalents, accounts receivable, inventories, other receivables and other current assets, prepayments, accounts payable, customers deposits, contract liabilities, other payables and accrued liabilities have been determined to approximate carrying amounts due to the short maturities of these instruments. The Company believes that its related party loan, insurance loan, senior note, and convertible notes approximates fair value based on current yields for debt instruments with similar terms. 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. Lease Effective July 1, 2022, the Company adopted ASU 2016-02, “Leases” (Topic 842), and elected the practical expedients that does not require us to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. For lease terms of twelve months or fewer, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. If any of the following criteria are met, the Company classifies the lease as a finance lease: ● The lease transfers ownership of the underlying asset to the lessee by the end of the lease term; ● The lease grants the lessee an option to purchase the underlying asset that the Company is reasonably certain to exercise; ● The lease term is for 75% or more of the remaining economic life of the underlying asset, unless the commencement date falls within the last 25% of the economic life of the underlying asset; ● The present value of the sum of the lease payments equals or exceeds 90 % of the fair value of the underlying asset; or ● The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. Leases that do not meet any of the above criteria are accounted for as operating leases. F- 18 TREASURE GLOBAL INC AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The Company combines lease and non-lease components in its contracts under Topic 842, when permissible. Operating lease right-of-use (“ROU”) asset and lease liability are recognized at the adoption date of July 1, 2022 or the commencement date, whichever is earlier, based on the present value of lease payments over the lease term. Since the implicit rate for the Company’s leases is not readily determinable, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment and over a similar term. Lease terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease, as the Company does not have reasonable certainty at lease inception that these options will be exercised. The Company generally considers the economic life of its operating lease ROU asset to be comparable to the useful life of similar owned assets. The Company has elected the short-term lease exception, therefore operating lease ROU asset and liability do not include leases with a lease term of twelve months or less. Its leases generally do not provide a residual guarantee. The operating lease ROU asset also excludes lease incentives. Lease expense is recognized on a straight-line basis over the lease term for operating lease. The Company reviews the impairment of its ROU asset consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount of operating lease liability in any tested asset group and includes the associated operating lease payments in the undiscounted future pre-tax cash flows. For the years ended June 30, 2023 and 2022, the Company did not recognize impairment loss on its operating lease ROU asset. Recent accounting pronouncements The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued. Under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Company meets the definition of an emerging growth company and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies. In May 2019, the FASB issued ASU 2019-05, which is an update to ASU Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. The amendments in Update 2016-13 added Topic 326, Financial Instruments—Credit Losses, and made several consequential amendments to the Codification. Update 2016-13 also modified the accounting for available-for-sale debt securities, which must be individually assessed for credit losses when fair value is less than the amortized cost basis, in accordance with Subtopic 326-30, Financial Instruments— Credit Losses—Available-for-Sale Debt Securities. The amendments in this Update address those stakeholders’ concerns by providing an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. For those entities, the targeted transition relief will increase comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets. Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments in Update 2016-13 while still providing financial statement users with decision-useful information. In November 2019, the FASB issued ASU No. 2019-10, which to update the effective date of ASU No. 2016-13 for private companies, not-for-profit organizations and certain smaller reporting companies applying for credit losses, leases, and hedging standard. The new effective date for these preparers is for fiscal years beginning after December 15, 2022. ASU 2019-05 is effective for the Company for annual and interim reporting periods beginning July 1, 2023 as the Company is qualified as an emerging growth company. The Company has adopted of this standard on July 1, 2023, the adoption did not have a material impact on its consolidated financial statements. F- 19 TREASURE GLOBAL INC AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”. The amendments in this Update simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. For public business entities, the amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption of the amendments is permitted, including adoption in any interim period for (1) public business entities for periods for which financial statements have not yet been issued and (2) all other entities for periods for which financial statements have not yet been made available for issuance. An entity that elects to early adopt the amendments in an interim period should reflect any adjustments as of the beginning of the annual period that includes that interim period. Additionally, an entity that elects early adoption must adopt all the amendments in the same period. The Company has adopted of this standard on July 1, 2022, the adoption did not have a material impact on its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, “Debt – Debt Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)”. The amendment in this Update is to address issues identified as a result of the complexity associated with applying generally accepted accounting principles (GAAP) for certain financial instruments with characteristics of liabilities and equity. For convertible instruments, the Board decided to reduce the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this Update are effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Board specified that an entity should adopt the guidance as of the beginning of its annual fiscal year. The Company has not early adopted this update and it will become effective on July 1, 2024 as the Company is qualified as an emerging growth company. The Company believes the adoption of this ASU would have a material effect on the Company’s consolidated financial statements and related disclosures. Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance sheets, statements of operations and comprehensive loss and statements of cash flows. F- 20 TREASURE GLOBAL INC AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 3 – Accounts receivable, net As of June 30, 2023 As of June 30, 2022 Accounts receivable $ 163,383 $ 227 Allowance for doubtful accounts ( 214 ) ( 227 ) Total accounts receivable, net $ 163,169 $ - Movements of allowance for doubtful accounts are as follows: As of June 30, 2023 As of June 30, 2022 Beginning balance $ 227 $ 25,690 Addition (recovery) 601 ( 24,953 ) Write-off ( 601 ) - Exchange rate effect ( 13 ) ( 510 ) Ending balance $ 214 $ 227 Note 4 – Inventories Inventories consist of the following: As of June 30, 2023 As of June 30, 2022 Gift card (or E-voucher) $ 378,710 $ 187,271 Nutrition products 8,383 28,798 Food and beverage products 13,450 - Total $ 400,543 $ 216,069 Note 5 – Other receivables and other current assets As of June 30, 2023 As of June 30, 2022 Deposits (1) $ 59,486 $ 6,020 Prepaid tax 1,595 2,760 Prepaid expense (2) 552,044 - Total other receivables and other current assets $ 613,125 $ 8,780 (1) The balance of deposits mainly represented deposit made by the Company to a third party service provider to secure the service, security deposit consists of rent and utilities, and others. As of June 30, 2023 and 2022, no allowance was recorded against doubtful receivables. F- 21 TREASURE GLOBAL INC AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (2) The balance of prepaid expense mainly represented prepayment made by the Company to third parties for cyber security service, director & officer liability insurance (“D&O Insurance”) or other professional service. In July 2022, the Company entered into an IT service agreement (“Service Agreement”) with a third party. Pursuant to the Service Agreement, the third party will provide IT and advisory service to the Company to enhance its cyber security for a two-year period with a consideration of $ 477,251 . The Company expenses the prepaid expense related to Service Agreement based on the service performed and completed during each period. As of June 30, 2023, the balance of prepaid expense pertained to the Service Agreement amounted to $ 181,237 . In March 2023, the Company has purchased a D&O Insurance premium amounted to $ 311,250 which cover a period of twelve months, to be expired on February 24, 2024 . As of June 30, 2023, the balance of prepaid expense pertained to the D&O Insurance amounted to $ 207,500 . Note 6 – Prepayments As of June 30, 2023 As of June 30, 2022 Deposits to suppliers $ 248,551 $ 203,020 Note 7 – Property and equipment, net Property and equipment, net consist of the following: As of June 30, 2023 As of June 30, 2022 Computer and office equipment $ 142,520 $ 151,205 Furniture and fixtures 73,355 76,148 Motor vehicle 83,185 88,045 Leasehold improvement 132,797 89,425 Subtotal 431,857 404,823 Less: accumulated depreciation ( 152,257 ) ( 67,178 ) Total $ 279,600 $ 337,645 Depreciation expense for years ended June 30, 2023 and 2022 were amounted to $ 108,483 and $ 60,605 , respectively. Note 8 – Loans and notes Insurance loan On February 28, 2023, the Company entered into a loan agreement with First Insurance Funding, a third party (the “Premium Finance Agreement”), pursuant to which First Insurance Funding provided the Company with a short-term loan amounted to $ 264,563 with interest rate of 5.9 % per annum to be due in ten equal monthly instalments of $ 27,177 . Meanwhile, the loan is strictly used to pay for the D&O Insurance as indicated on Note 5. For the years ended June 30, 2023 and 2022, interest expenses pertained to the insurance loan amounted to $ 4,437 and $ 0 , respectively. F- 22 TREASURE GLOBAL INC AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Loans from third parties The Company entered into a loan agreement with Agtiq Solutions Sdn Bhd, a third party (the “Agtiq Loan Agreement”) dated June 27, 2022, pursuant to which Agtiq Solutions Sdn Bhd provided the Company with a revolving loan facility to borrow up to RM 3,000,000 (approximately $ 0.7 million) bearing interest at 3.5 % per annum, which is payable on demand. As of June 30, 2022, the Company had balance outstanding from this facility amounted to $ 668,923 . On July 12, 2022, the Company repaid the remaining balance in full. The Company entered into a loan agreement with Technovative Hub Sdn Bhd, a third party (the “Technovative Loan Agreement”) date June 27, 2022, pursuant to which Technovative Hub Sdn Bhd provided the Company with a revolving loan facility to borrow up to RM 4,000,000 (approximately $ 1.0 million) bearing interest at 3.5 % per annum, which is payable on demand. As of June 30, 2022, the Company had balance outstanding form this facility amounted to $ 748,724 . In July 2022, the Company had withdrew additional $ 567,215 from this facility under the Technovative Loan Agreement and repaid the remaining balance in full on July 18, 2022. For the years ended June 30, 2023 and 2022, interest expenses related to the aforementioned loans from third parties amounted to $ 2,515 and $ 0 , respectively. Senior note On June 30, 2021, the Company issued a 12 % Redeemable Senior Note in the principal amount of $ 65,000 to Yong Kim Fong, a Malaysian citizen (the “Fong Note”). The Fong Note bears interest at 12.0 % per annum and is due on the earlier of (x) the date on which our common stock is listed on Nasdaq and (y) July 1, 2024. The Fong Note is pre-payable in full, but not in part. As of June 30, 2022, the balance of the Fong Note amounted to $ 65,000 . On September 1, 2022, the Company fully repaid the balance. Convertible notes The Company evaluated the convertible notes agreement under ASC 815 Derivatives and Hedging (“ASC 815”). ASC 815 generally requires the analysis embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. None of the embedded terms required bifurcation and liability classification. On November 13, 2020, the Company issue a convertible note, to an accredited investor, in the aggregate principal amount of $ 2,123,600 . Pursuant to the agreement, the note bear an interest rate of 13.33 % per annum, payable (i) on December 31, 2020; (ii) during calendar year 2021, monthly on the last day of each month and (iii) during calendar years 2022 and 2023 until the Maturity Date, semiannually on each June 30 and December 31; provided that for calendar year 2023 the final interest payment date shall be the Maturity Date. The Company evaluated the convertible notes agreement under ASC 815, which generally requires the analysis embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. None of the embedded terms in the convertible notes required bifurcation and liability classification. However, the Company was required to determine if the debt contained a beneficial conversion feature (“BCF”), which is based on the intrinsic value on the date of issuance. The Company evaluated the convertible notes for a beneficial conversion feature in accordance with ASC 470-20 “Debt with Conversion and Other Options”. The Company determined that the conversion price ($ 4.00 ) was below the market price ($ 5.48 ) as per an enterprise per share value appraised from an independent third party, and the convertible notes contained a beneficial conversion feature. F- 23 TREASURE GLOBAL INC AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS In addition, notes issuance costs in connection with this note amounted $ 212,360 and reduced the carrying value of the convertible notes as a debt discount. The carrying value, net of debt discount, will be accreted over the term of the convertible notes from date of issuance to date of maturity using effective interest rate method. For the years ended June 30, 2023 and 2022, amortization of debt discount amounted to $ 46,296 and 466,232 , respectively. As of June 30, 2022, convertible note balance from this accredited investor, net of unamortized discounts of $ 292,276 was amounted to $ 1,831,324 . Upon completion of the Company’s Offering on August 15, 2022, the above mentioned convertible note balance, net of unamortized discount amounted to $ 1,877,620 was converted into 530,900 shares of the Company’s common stock. Meanwhile, additional 15,927 shares of common stock were issued to this accredited investor as success fees. On January 3, 2022, the Company had entered into a loan agreement (the “Tophill Loan Agreement 1”) with a third party to borrow up to approximately $ 4.8 million with up to 3.5 % per annum interest rate. The loan is due on demand together with interest accrued thereon. On March 14, 2022, the Company and above mentioned third party had made amendment to the Tophill Loan Agreement 1. Pursuant to the amendment, the aggregate outstanding principal amount of all Loans plus any accrued and unpaid interest (“Loan balance”) thereon as of the closing date of the IPO shall automatically converted into a number of shares of the Company’s common stock equal to the Loan balance divided by 80 % of the public offering price of the Company’s common stock in the IPO; and the loan agreement shall terminate and no additional amounts under the loan agreement will be available to the Company and after taking into consideration the conversion of the Loan balance, no amount under any loan shall be outstanding. In addition, the Company entered into another Loan Agreement (the “Tophill Loan Agreement 2”) dated May 13, 2022 with Tophill, pursuant to which Tophill provided the company with a revolving loan facility to borrow up to RM 50,000,000 (approximately $ 11.9 million) bearing interest at 3.5 % per annum, which is payable on demand. Meanwhile, the agreement provides that (i) all principal and accrued and unpaid interest outstanding under the Tophill Loan Agreement 2 on the closing of the Company’s initial public offering will automatically be converted into shares of the Company’s common stock at a conversion price that is equal to 80 % of the initial public offering price and (ii) the Tophill Loan Agreement 2 terminates on the closing date of the Company’s initial public offering. The Company evaluated the loan agreement under ASC 815, which generally requires the analysis embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. None of the embedded terms in the loan required bifurcation and liability classification. However, the Company was required to determine if the debt contained a beneficial conversion feature (“BCF”), which is based on the intrinsic value on the date of issuance. The Company evaluated the loan for a beneficial conversion feature in accordance with ASC 470-20 “Debt with Conversion and Other Options”. The Company determined that the conversion price ($ 4.38 ) was below the market price ($ 5.48 ) as per an enterprise per share value appraised from an independent third party, and the loan contained a beneficial conversion feature. The Company recognized the intrinsic value of embedded conversion feature of $ 537,383 and $ 1,231,610 in the additional paid-in capital and reduced the carrying value of the loan as a debt discount for years ended June 30, 2023 and 2022, respectively. The carrying value, net of debt discount, will be accreted over the term of the loan from date of issuance to the date of maturity using effective interest rate method, recorded as current liabilities. As of June 30, 2022, the convertible note balance from Tophill Loan Agreement 1 and Agreement 2, net of unamortized discounts of $ 424,984 , was amounted to $ 5,542,231 while for the year ended June 30, 2022, amortization of debt discount for the loan amounted to $ 800,629 . For the year June 30, 2023, the Company has issued additional convertible note amounted to $ 2,672,092 pertained to Tophill Loan Agreement 2 while amortization of debt discount amounted to $ 950,360 pertained to aforementioned convertible notes. Upon completion of the Company’s Offering on August 15, 2022, the remaining principal and accrued interest balance related to Tophill Loan Agreement 1 and Agreement 2 amounted to $ 8,639,307 was converted into 2,756,879 shares of the Company’s common stock. In May, June, July, September, October, and December 2021, the Company issued various batches of convertible notes to 10 accredited investors which included 5 third parties in the aggregate principal amount of $ 3,580,488 and 5 related parties in the aggregate principal amount of $ 2,437,574 (see Note 10). Pursuant to the agreement, the maturity date is 36 months after the issuance, provided that if an IPO listing is not successful, the accredited investors should be entitled to require the Company to redeem the convertible notes at the subscription/conversion of $ 6.90 per share along with interest payable at the rate of 12.0 % per annum. The Company also evaluated the convertible notes agreement under ASC 815 and determined none of the embedded terms in the convertible notes required bifurcation and liability classification. However, the Company was required to determine if the debt contained a BCF and determined that the conversion price ($ 6.90 ) was above the market price ($ 5.48 ) as per an enterprise per share value appraised from an independent third party, and the convertible notes do not contain a beneficial conversion feature. As a result, the Company record the proceeds received from these convertible notes as a liability in its entirely. As of June 30, 2022, the convertible note balance from these 10 accredited investors amounted to $ 6,018,062 . Upon completion of the Company’s Offering on August 15, 2022, the balance of these convertible notes amounted to $ 6,018,062 was converted into 872,183 shares of common stock, among which, $ 2,437,574 was converted into 353,272 shares of common stock are belonged to the related parties. F- 24 TREASURE GLOBAL INC AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS On February 28, 2023, The Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with YA II PN, Ltd., (” YA II PN”), a third party. Pursuant to the Securities Purchase agreement, YA II PN agreed to purchase two unsecured convertible notes, in the aggregate principal amount of up to $ 5,500,000.00 in a private placement (the “Private Placement”) for a purchase price with respect to each convertible note of 92 % of the initial principal amount of such convertible notes. The convertible notes accrue or will accrue interest at 4.0 % per annum and has a 12 -month term after disbursement. The conversion price, as of any conversion date or other date of determination, is the lower of (i) $ 1.6204 per share of Common Stock (the “Fixed Conversion Price”) or (ii) 93 % of the lowest volume-weighted average price (“VWAP”) of the common shares on the primary market during the 10 consecutive trading days immediately preceding the date on which YA II PN exercises its conversion right in accordance with the requirements of the applicable convertible debenture or other date of determination, but not lower than $ 0.25 per share (the “Floor Price”). The conversion price will be subject to adjustment to give effect to any stock dividend, stock split or recapitalization. YA II PN may not during any calendar month convert more than an aggregate of the greater of (a) 25 % of the aggregate dollar value traded on the Primary Market during such calendar month or (b) $ 1,100,000 of principal amount of the Convertible Debentures (plus accrued and unpaid Interest) utilizing the variable conversion price. This limitation shall not apply (i) at any time upon the occurrence and during the continuance of an Event of Default, and (ii) with respect to any conversions utilizing the Fixed Conversion Price. This limitation may be waived with the consent of the Company. Notwithstanding anything to the contrary contained above, the Company shall not issue more than 3,455,894 shares of Common Stock (the “Exchange Cap”) pursuant to the terms of the Convertible, except that such limitation shall not apply in the event that the Company (A) obtains the approval of its stockholders as required by the applicable rules of the Nasdaq Stock Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holder of the Convertible Debentures. It is a closing condition to the purchase by the Buyer of the $ 3,500,000 Convertible Debenture that such shareholder approval be obtained. As of June 30, 2023, YA II PN purchased two unsecured convertible notes consist of $ 2,000,000 (“Tranche 1”) and $ 3,500,000 (“Tranche 2”) in principal amount. The Company evaluated the Securities Purchase Agreement under ASC 815, which generally requires the analysis embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. None of the embedded terms in the convertible notes required bifurcation and liability classification. However, the Company was required to determine if the debt contained a beneficial conversion feature (“BCF”), which is based on the intrinsic value on the date of issuance. The Company evaluated the convertible notes for a beneficial conversion feature in accordance with ASC 470-20 “Debt with Conversion and Other Options”. The Company determined that the conversion price of Tranche 1 ($ 1.55 ) and Tranche 2 ($ 1.30 ), was below the market price of Tranche 1 ($ 1.56 ) and Tranche 2 ($ 1.38 ) as per stock price listed in the stock market on February 28, 2023, and June 14, 2023, respectively, therefore, the convertible notes contained a beneficial conversion feature. In June 2023, $ 350,000 of these convertible notes along with $ 28,953 accrued interest was converted into 327,523 shares of common stock. In addition, 8 % of purchase discount in connection with above mentioned convertible notes amounted to $ 440,000 reduced the carrying value of the convertible note as a debt discount. The carrying value, net of debt discount, will be accreted over the term of the convertible note from date of issuance to date of maturity using effective interest rate method. For the years ended June 30, 2023 and 2022, amortization of debt discount were amounted to $ 293,395 and $ 0 , respectively pertained to convertible notes from YA II PN. The Company has convertible notes payable, net of unamortized discounts as follows: Face value of convertible notes payable Unamortized debt discounts Convertible notes payable, net of unamortized discounts Third parties Related parties June 30, 2021 balance $ 5,733,961 $ ( 758,508 ) $ 4,975,453 $ 3,575,453 $ 1,400,000 Issuance of convertible notes 8,374,915 ( 1,231,610 ) 7,143,305 6,105,731 1,037,574 Amortization of debt discounts - 1,266,861 1,266,861 1,266,861 - Exchange rate effect - 5,997 5,997 5,997 - June 30, 2022 balance 14,108,876 ( 717,260 ) 13,391,616 10,954,042 2,437,574 Issuance of convertible notes 8,172,093 ( 1,189,074 ) 6,983,019 6,983,019 - Amortization of debt discounts - 1,290,050 1,290,050 1,290,050 - Conversion ( 17,130,969 ) 245,980 ( 16,884,989 ) ( 14,447,415 ) ( 2,437,574 ) Exchange rate effect - 12,020 12,020 12,020 - June 30, 2023 balance $ 5,150,000 $ ( 358,284 ) $ 4,791,716 $ 4,791,716 $ - For years ended June 30, 2023 and 2022, interest expenses related to the aforementioned convertible notes amounted to $ 85,184 and $ 340,277 . F- 25 TREASURE GLOBAL INC AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 9 – Other payables and accrued liabilities As of June 30, 2023 As of June 30, 2022 Accrued professional fees (i) $ 233,600 $ 910,186 Accrued promotion expenses (ii) 39,538 41,476 Accrued payroll 157,542 112,069 Accrued interest (iii) 79,936 92,686 Payables to merchant from ZCITY platform (iv) 174,056 - Others 38,724 5,443 Total other payables and accrued liabilities $ 723,396 $ 1,161,860 (i) Accrued professional fees The balance of accrued professional fees represented amount due to third parties service providers which include marketing consulting service, IT related professional service, audit fee, and consulting fee related to capital raising. In addition, the balance of accrued professional fees also consist of consulting fee which the Company agree to compensate the consultant by issuing 300,000 warrants exercisable for a period of 5 years at $ 4.00 per share. On August 15, 2022, the Company had issued the warrants to the consultant upon completion of its Offering. The value of the consulting fee was estimated by the fair value of the warrants which was determined by using the Black Scholes model (Note 11). The consulting fee was estimated to be $ 856,170 and record as accrued professional fee as of June 30, 2022. Upon issuance of the warrants, the above-mentioned balance of the accrued professional fee was reduced by increasing the same amount in additional paid in capital. (ii) Accrued promotion expense The balance of accrued promotion expense represented the balance of profit sharing payable to the Company’s merchant and subscribed agents to promote business growth. (iii) Accrued interest The balance of accrued interest represented the balance of interest payable from convertible note aforementioned in Note 8. (iv) Payables to merchants from ZCITY platform The balance of payables to merchants from ZCITY platform represented the amount the Company collected on behalf of merchant from its customer through the Company’s ZCITY platform. F- 26 TREASURE GLOBAL INC AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 10 – Related Party balances and transactions Related party balances Other receivable, a related party Name of related party Relationship Nature As of June 30, 2023 As of June 30, 2022 Ezytronic Sdn Bhd Jau Long “Jerry” Ooi is the common shareholder Equipment rental deposit $ 12,379 $ - Convertible notes payable, related parties Name of related party Relationship Nature As of June 30, 2023 As of June 30, 2022 Chuah Su Mei Spouse of Kok Pin “Darren” Tan, shareholder of TGL CLN $ - $ 240,444 Click Development Berhad Shareholder of TGL CLN - 120,235 Cloudmaxx Sdn Bhd Jau Long “Jerry” Ooi and Kok Pin “Darren” Tan are common shareholder CLN - 568,305 V Capital Kronos Berhad Shareholder of TGL, and Voon Him “Victor” Hoo is the common shareholder CLN - 1,400,000 World Cloud Ventures Sdn Bhd Jau Long “Jerry” Ooi is the common shareholder CLN - 108,590 Total $ - $ 2,437,574 Pursuant to the convertible note agreement related to above convertible notes payable, related parties, the convertible note shall not be interest bearing if the Company completes its Offering within the 36 months from the date of issuance of the convertible note, unless it has not been converted by the third anniversary of its issuance date, in which case it shall bear interest from the time of issuance at 12 % per annum. As the Company completed its Offering on August 15, 2022, no interest expenses pertained to above convertible notes payable, related parties were accrued for years ended June 30, 2023 and 2022. Accounts payable, related parties Name of Related Party Relationship Nature As of June 30, 2023 As of June 30, 2022 Ezytronic Sdn Bhd Jau Long “Jerry” Ooi is the common shareholder Purchase of inventories $ - $ 4,229 The Evolutionary Zeal Sdn Bhd Shareholder of TGL Purchase of inventories - 9,034 World Cloud Ventures Sdn Bhd Jau Long “Jerry” Ooi is a common shareholder Purchase of inventories - 1,063 Total $ - $ 14,326 F- 27 TREASURE GLOBAL INC AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Other payables, related parties Name of Related Party Relationship Nature As of June 30 2023 As of June 30, 2022 True Sight Sdn Bhd Su Huay “Sue” Chuah, the Company’s Chief Marketing Officer is the shareholder of this entity Consulting fee $ 345 $ - Ezytronic Sdn Bhd Jau Long “Jerry” Ooi is a common shareholder Operating expense paid on behalf 1,315 - Total $ 1,660 $ - Amount due to related parties Name of Related Party Relationship Nature As of June 30, 2023 As of June 30, 2022 Chong Chan “Sam” Teo Directors, Chief Executive Officer, and Shareholder of TGL Interest-free loan, due on demand $ 186,579 $ 197,480 Kok Pin “Darren” Tan Shareholder of TGL Interest-free loan, due on demand 134,381 1,862,608 Total $ 320,960 $ 2,060,088 Related party loan On December 7, 2020, the Company obtained right of use of a vehicle through signing a trust of deed with Chan Chong “Sam” Teo, the Chief Executive Officer and a shareholder of TGL. In return, the Company is obligated to remit monthly installment auto loan payment related to this vehicle on behalf of the related party mentioned above. The total amount of loan that the Company is entitled to repay is approximately $ 27,000 (RM 114,000 ). The auto loan bear 5.96 % of interest rate per annum with 60 equal monthly installment payment due on the first of each month . As of June 30, 2023, such loan has an outstanding balance of $ 13,422 , of which $ 8,099 due after 12 months period and classified as related party loan, non-current portion. The interest expense was $ 1,779 and $ 1,333 during the years ended June 30, 2023 and 2022, respectively. F- 28 TREASURE GLOBAL INC AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Related party transaction Revenue from related parties Name of Related Party Relationship Nature For the year ended June 30, 2023 For the year ended June 30, 2022 Ezytronic Sdn Bhd Jau Long “Jerry” Ooi is a common shareholder Sales of products $ - $ 166,139 Matrix Ideal Sdn Bhd Yu Weng Lok is a common shareholder Sales of products 126 2,837 Total $ 126 $ 168,976 Purchase from related parties Name of Related Party Relationship Nature For the year ended June 30, 2023 For the year ended June 30, 2022 Ezytronic Sdn Bhd Jau Long “Jerry” Ooi is a common shareholder Purchase of products $ 22,036 $ 54,328 World Cloud Ventures Sdn Bhd Shareholder of TGL Purchase of Services 55,484 48,259 The Evolutionary Zeal Sdn Bhd Jay Long “Jerry” Ooi is a common shareholder Purchase of products - 18,824 Total $ 77,520 $ 121,411 Equipment purchased from a related party Name of Related Party Relationship Nature For the year ended June 30, 2023 For the year ended June 30, 2022 Ezytronic Sdn Bhd Jau Long “Jerry” Ooi is a common shareholder Purchase of equipment $ 52,328 $ - Consulting fees from related parties Name of Related Party Relationship Nature For the Year Ended June 30, 2023 For the Year Ended June 30, 2022 V Capital Investment Limited Voon Him “Victor” Hoo, the Company’s Chairman and Managing Director is the director of this entity beginning on June 1, 2021. Consulting fees $ - $ 75,000 Imej Jiwa Communications Sdn Bhd Voon Him “Victor” Hoo, the Company’s former Chairman and Managing Director is the director of this entity Consulting fess 2,744 - True Sight Sdn Bhd Su Huay “Sue” Chuah, the Company’s Chief Marketing Officer is a 40% shareholder of this entity Consulting fees 290,476 615,367 Total $ 293,220 $ 690,367 F- 29 TREASURE GLOBAL INC AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 11 – Stockholders’ Equity (Deficiency) Common stock Prior to October 2021, TGL is authorized to issue 10,000,000 shares having a par value of $ 0.00001 per share. In October 2021, TGL increased its authorized shares to 170,000,000 shares as part of the Reorganization with GEM, consisting of 150,000,000 shares of common stock with $ 0.00001 par value, and 20,000,000 shares of preferred stock with $ 0.00001 par value as of June 30, 2023 and 2022. The share capital increased of TGL presented herein is prepared on the basis as if the Reorganization became effective as of the beginning of the first period presented of shares capital of GEM. Beneficial conversion feature from issuance of convertible note On January 3, 2022 and May 13, 2022, the Company entered into 2 loan agreements which allow the third party to convert the loan balance along with interest balance incurred into a number of shares of the Company’s common stock as of the closing date of the IPO. For the year ended June 30, 2023, the Company has withdrew additional $ 2,686,914 from these loan agreements. As the Company determined that loan contained a beneficial conversion feature, the Company recognized the fair value of embedded conversion feature of $ 537,383 in the convertible notes as additional paid-in capital and reduced the carrying value of the convertible notes as a debt discount for the year ended June 30, 2023. From February to June, 2023, the Company issued two convertible notes, to a third party, in an aggregate principal amount of $ 5,500,000 . As the Company determined these convertible notes contained a beneficial conversion feature, therefore, the Company recognized the fair value of embedded conversion feature of $ 211,679 in the convertible notes as additional paid-in capital and reduced the carrying value of the convertible notes as a debt discount for the year ended June 30, 2023. F- 30 TREASURE GLOBAL INC AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Common stock issued upon conversion of convertible note payable, net of unamortized discounts On August 15, 2022, the Company issued 4,175,889 shares of common stock upon the conversion of $ 16,534,988 of convertible note payable, net of unamortized discounts and accrued interest (Note 8), among which, $ 2,437,574 was converted into 353,272 shares of common stock are belonged to the related parties. In June 2023, the Company issued 327,523 shares of common stock upon conversion of $ 378,953 of convertible note payable, net of unamortized discounts and accrued interest. (Note 8). Common stock issued from the Offering, net of issuance costs On August 15, 2022, the Company had closed its initial underwritten public offering of 2,300,000 shares of common stock, which included the full exercise of the underwriter’s over-allotment option, at a public prince of $ 4.00 per share. The Company received net proceeds of approximately $ 8.2 million, net of underwriting discounts and commissions and fees, other offering expenses amounted to approximately $ 1.0 million, and fair value of warrants issued to the underwriters of approximately $ 0.2 million. Common stock issued for consulting service In July 2021 the Company signed a capital market advisory agreement (“Agreement”) with Exchange Listing, LLC (“Consultant”), to engage in advisory service in capital market advisory, corporate governance, and organizational meeting. The term of this Agreement shall commence on the execution date and shall continue until the later of nine months or until the Company is trading on a senior exchange or otherwise extended by both parties. The Company extended the contract term until the Company is trading on a senior exchange. Upon execution of this agreement, the Company agrees to sell to the Consultant, or its designees shares of the Company’s common stock which equivalents to 2 % of the Company’s fully – diluted shares outstanding, at $ 0.001 per share. The Company estimated the fair value of the common stock issued to the Consultant for the year ended June 30, 2022 by using the market price $ 5.48 per share as per an enterprise per share value appraised from an independent third party. For the year ended June 30, 2022, the Company has issued 232,666 shares of common stock to the Consultant and the stock-based compensation in connection with the service period of these shares amounted to $ 1,283,994 . After completion of the Company’s Offering on August 15, 2022, the Company had issued additional 109,833 shares of common stock to ensure that the Consultant’s total shares of the Company’s common stock equivalents to 2 % of the Company’s fully – diluted shares outstanding using the fair value of $ 4.00 per share with the fair value of $ 439,332 . Stock-based compensation expense amounted $ 439,332 and $ 1,283,994 for the years ended June 30, 2023 and 2022, respectively. Common stock issued to former director On March 20, 2023, Voon Him “Victor” Hoo has resigned as managing director and chairman of the Company. To compensate Victor for his service, the Board approved to issue 285,714 shares of common stock which is equivalent to $ 380,000 based on the closing price of the Company’s closing stock on March 21, 2023 to Victor. Warrants - Issuance of warrants - non- employee stock compensation Pertain to above mentioned Agreement with the Consultant, on August 15, 2022, the Company also issued 300,000 warrants to the Consultant or its designees exercisable for a period of five years at $ 4.00 per share upon completion of the Company’s Offering. Meanwhile, on the same date, the Consultant had exercised all of its warrants on cashless basis and received 157,143 shares of the Company’s common stock. F- 31 TREASURE GLOBAL INC AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The fair value of the warrants which was determined by using the Black Scholes model using the following assumptions: (1) expected volatility of 49.0 %, (2) risk-free interest rate of 0.89 %, (3) expected life of 5.0 years, (4) exercise price of $ 4.0 and (5) estimated market price of $ 5.48 on July 1, 2020, the date of which the consulting agreement was entered. Based on above assumption, the fair value of the warrants were estimated to be $ 856,170 . - Issuance of the underwriters warrants On August 10, 2022, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with EF Hutton, division of Benchmark Investments, LLC, as representative of the underwriters (the “Representative”), relating to the Offering of 2,300,000 shares of the Company’s common stock, par value $ 0.00001 per share, at an Offering price of $ 4.00 per share. Pursuant to the Underwriting Agreement, in exchange for the representative’s firm commitment to purchase the Shares, the Company agreed to issue the underwriters warrants (the “Representative’s Warrants”) to purchase an aggregate of 100,000 shares of the Company’s common stock, which is equal to five percent ( 5 %) of the shares sold in the Offering, excluding the over-allotment option, at an exercise price of $ 5.00 , which is equal to 125 % of the Offering price. The Representative’s Warrant may be exercised beginning on February 10, 2023, until August 10, 2027. For the year ended June 30, 2023, there are no warrants were exercised by the Representative. The fair value of the warrants which was determined by using the Black Scholes model using the following assumptions: (1) expected volatility of 54.8 %, (2) risk-free interest rate of 2.91 %, (3) expected life of 5.0 years, (4) exercise price of $ 5.0 and (5) stock price of $ 4.0 on August 15, 2022, the date of which the warrants were issued. Based on above assumption, the fair value of the warrants were estimated to be $ 175,349 . Warrants outstanding as of June 30, 2023 are as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Outstanding at June 30, 2022 - $ - - Granted 400,000 4.25 5.0 Exercised ( 300,000 ) 4.00 Outstanding at June 30, 2023 100,000 $ 5.00 4.1 Note 12 – Income taxes The United States and foreign components of loss before income taxes were comprised of the following: For the years ended June 30, 2023 2022 Tax jurisdictions from: - Local – United States $ ( 3,728,225 ) $ ( 3,541,832 ) - Foreign – Malaysia ( 7,901,870 ) ( 8,188,582 ) Loss before income tax $ ( 11,630,095 ) $ ( 11,730,414 ) The provision for income taxes consisted of the following: For the years ended June 30, 2023 2022 Tax jurisdictions from: - Local – United States $ 97,616 $ 15,600 - Foreign – Malaysia - - Provision for income taxes $ 97,616 $ 15,600 F- 32 TREASURE GLOBAL INC AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS United States of America TGL was incorporated in the State of Delaware and is subject to the tax laws of the United States of America. As of June 30, 2023, the operations in the United States of America incurred $ 5,607,076 of cumulative net operating losses which can be carried forward indefinitely to offset future taxable income. The deferred tax valuation allowance as of June 30, 2023 and 2022 were $ 1,177,486 and $ 324,144 , respectively. TGL also subject to controlled foreign corporations Subpart F income (“Subpart F”) tax, which is a tax primarily on passive income from controlled foreign corporations with a tax rate of 35 %. In addition, the Tax Cuts and Jobs Act imposed a global intangible low-taxed income (“GILTI”) tax, which is a tax on certain off-shore earnings at an effective rate of 10.5 % for tax years ( 50 % deduction of the current enacted tax rate of 21 %) with a partial offset for 80 % foreign tax credits. If the foreign tax rate is 13.125 % or higher, there will be no U.S. corporate tax after the 80 % foreign tax credits are applied. For the years ended June 30, 2023 and 2022, the Company’s foreign subsidiaries did not generate any income that are subject to Subpart F tax and GILTI tax. Malaysia GEM, Foodlink, Morgan, and AY Food are governed by the income tax laws of Malaysia and the income tax provision in respect of operations in Malaysia is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respect thereof. Under the Income Tax Act of Malaysia, enterprises that incorporated in Malaysia are usually subject to a unified 24 % enterprise income tax rate while preferential tax rates, tax holidays and even tax exemption may be granted on case-by-case basis. As of June 30, 2023, the operations in the Malaysia incurred $ 12,344,728 of cumulative net operating losses which can be carried forward for a maximum period of ten consecutive years to offset future taxable income. The deferred tax valuation allowance as of June 30, 2023 and 2022 were $ 4,927,995 and $ 3,031,546 , respectively. The following table reconciles the local (United States) statutory rates to the Company’s effective tax rate for the periods indicated below: For the years ended June 30, 2023 2022 U.S. statutory rate 21.0 % 21.0 % Differential of Malaysia statutory tax rate 2.0 % 2.1 % Change in valuation allowance ( 23.8 )% ( 15.9 )% Permanent difference (1) - % ( 7.3 )% Effective tax rate ( 0.8 )% ( 0.1 )% (1) Permanent difference consists of legal and professional fee net with the IPO proceeds, which is non-deductible in the Company’s tax return. The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of: As of June 30, 2023 As of June 30, 2022 Deferred tax assets: Net operating loss carry forwards in U.S. $ 1,177,486 $ 324,144 Net operating loss carry forwards in Malaysia 4,927,995 3,031,546 Stock based compensation - 179,796 Amortization of debt discount 70,415 148,081 Less: valuation allowance* ( 6,175,896 ) ( 3,683,567 ) Deferred tax assets $ - $ - * Change in valuation allowance was amounted to $ 2,492,329 and $ 1,870,243 for the years ended June 30, 2023 and 2022, respectively. F- 33 TREASURE GLOBAL INC AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Uncertain tax positions The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measure the unrecognized benefits associated with the tax positions. As of June 30, 2023 and 2022, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incur interest and penalties tax for the years ended June 30, 2023 and 2022. Note 13 – Concentrations of risks (a) Major customers For the years ended June 30, 2023 and 2022, no customer accounted for 10.0 % or more of the Company’s total revenues. As of June 30, 2023, two customers account for approximately 24.6 % and 24.6 % of the total balance of accounts receivable, respectively. As of June 30, 2022, no customer account for 10.0 % or more of the total balance of accounts receivable. (b) Major vendors For the years ended June 30, 2023, two vendors accounted for approximately 62.5 % and 32.7 % of the Company’s total purchases. For the year ended June 30, 2022 one vendor accounted for approximately 95.0 % of the Company’s total purchases. As of June 30, 2023, one vendor accounted for 91.0 % of the total balance of accounts payable. As of June 30, 2022, three vendors accounted for approximately 45.0 %, 22.9 %, and 10.9 % of the total balance of accounts payable, respectively. (c) Credit risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. As of June 30, 2023 and 2022, $ 4,593,634 and $ 1,845,232 were deposited with financial institutions or fund received from customer being held in third party platform’s fund account, and $ 2,458,638 and $ 1,759,715 of these balances are not covered by deposit insurance, respectively. While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness. Financial instruments that are potentially subject to credit risk consist principally of accounts receivable. The Company believes the concentration of credit risk in its accounts receivable is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information. (d) Exchange rate risk The Company cannot guarantee that the current exchange rate will remain steady; therefore, there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of RM converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice. F- 34 TREASURE GLOBAL INC AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 14 – Leases The Company determines if a contract contains a lease at inception. US GAAP requires that the Company’s leases be evaluated and classified as operating or finance leases for financial reporting purposes. The classification evaluation begins at the commencement date and the lease term used in the evaluation includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain and failure to exercise such option which result in an economic penalty. The Company’s office lease was classified as operating leases. The lease generally do not contain options to extend at the time of expiration. The Company had an existing operating lease for office as of July 1, 2022. Upon adoption of FASB ASU 2016-02 on July 1, 2022, the Company recognized $ 84,829 ROU asset and same amount of operating lease liability based on the present value of the future minimum rental payments of leases, using a discount rate of 3.5 % based on duration of lease terms. As of June 30, 2023, the weighted-average lease term is 1.6 years for the remaining leases. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company’s lease liabilities under the remaining operating leases as of June 30, 2023 for the next five years is as follows: June 30, 2024 $ 40,838 2025 23,217 Total undiscounted lease payments 64,055 Less imputed interest ( 1,745 ) Total lease liabilities $ 62,310 Lease expense for the years ended June 30, 2023 and 2022 were $ 168,752 , and $ 35,032 , respectively. Note 15 – Commitments and contingencies Contingencies Legal From time to time, the Company is party to certain legal proceedings, as well as certain asserted and un-asserted claims. Amounts accrued, as well as the total amount of reasonably possible losses with respect to such matters, individually and in the aggregate, are not deemed to be material to the consolidated financial statements. Commitment On May 1, 2023, the Company through its 100 % own subsidiary Morgan enter into a worldwide master license agreement (“License Agreement”) with Morganfield’s Holdings Sdn Bhd (“Licensor”), an unrelated third party. Pursuant to the License agreement, the Licensor agreed to grant the Morgan with the exclusive worldwide license for right of use in Licensor’s Trademark (“Trademark”) for a period of five years. During the five years license period, the Company agree to pay the licensor for monthly license fee in an aggregate total of minimum payment of approximately $ 1.5 million or 40 % of the total monthly collection from the Company’s sub-licensees, whichever is higher. On June 6, 2023, the Company through its 100 % own subsidiary AY Food Ventures Sdn Bhd enter into a worldwide master license agreement (“License Agreement”) with Sigma Muhibah Sdn Bhd (“Licensor”), an unrelated third party. Pursuant to the License agreement, the Licensor agreed to grant the AY Food Ventures Sdn Bhd with the exclusive worldwide license for right of use in Abe Yus’s Trademark (“Trademark”) for a period of five years. During the five years license period, the Company agree to pay the licensor for monthly license fee in an aggregate total of minimum payment of approximately $ 1.2 million or 40 % of the total monthly collection from the Company’s sub-licensees, whichever is higher. 16 – SUBSEQUENT EVENTS The Company evaluated all events and transactions that occurred after June 30, 2023 up through September 28, 2023, the date the Company issued these consolidated financial statements. From July to September 2023, the Company issued 2,416,226 shares of common stock upon conversion of $ 1,224,077 of convertible note payable and accrued interest from YA II PN3. F- 35 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures None.