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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarterly Period Ended April 30, 2024

 

or

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ______ to ______

 

Commission File Number 333-267967

 

KEEMO FASHION GROUP LIMITED

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

 

Nevada   5130   32-0686375

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Number)

 

(IRS Employer

Identification Number)

 

69 Wanke Boyu, Xili Liuxin 1st Rd, Nanshan District, Shenzhen, Guangdong 518052, China

(Address of principal executive offices, including zip code)

 

Issuer’s telephone number: (+86) 176-1282-2030

Company email: keemofashiongroup@gmail.com

(Registrant’s telephone number, including area code)

 

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

 

Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or shorter period that the registrant was required to submit and post such files).

 

Yes ☒ No ☐

 

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

 

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

 

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

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE

PRECEDING FIVE YEARS:

 

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

 

N/A

 

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

 

Title of each class   Trading Symbol(s)   Name on each exchange on which registered
N/A   N/A   N/A

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

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

 

Class   Outstanding on June 11, 2024
Common Stock, $0.001 par value   5,500,000

 

 

 

 
 

 

TABLE OF CONTENTS

 

        Page
PART I   FINANCIAL INFORMATION    
         
ITEM 1.   CONDENSED FINANCIAL STATEMENTS:    
         
    CONDENSED BALANCE SHEETS AS OF APRIL 30, 2024 (UNAUDITED) AND JULY 31, 2023 (AUDITED)   F-1
         
    CONDENSED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2024 AND 2023 (UNAUDITED)   F-2
         
    CONDENSED STATEMENT OF SHAREHOLDERS’ EQUITY FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2024 AND 2023 (UNAUDITED)   F-3
         
    CONDENSED STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED APRIL 30, 2024 AND 2023 (UNAUDITED)   F-4
         
    NOTES TO CONDENSED FINANCIAL STATEMENTS   F-5 – F-12
         
ITEM 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   3-5
         
ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   5
         
ITEM 4.   CONTROLS AND PROCEDURES   5
         
PART II   OTHER INFORMATION    
         
ITEM 1   LEGAL PROCEEDINGS   7
         
ITEM 2   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS   7
         
ITEM 3   DEFAULTS UPON SENIOR SECURITIES   7
         
ITEM 4   MINE SAFETY DISCLOSURES   7
         
ITEM 5   OTHER INFORMATION   7
         
ITEM 6   EXHIBITS   7
         
SIGNATURES   8

 

-2-
 

 

PART I — FINANCIAL INFORMATION

 

ITEM 1. CONDENSED FINANCIAL STATEMENTS

 

KEEMO FASHION GROUP LIMITED

CONDENSED BALANCE SHEETS

AS OF APRIL 30, 2024 (UNAUDITED) AND JULY 31, 2023 (AUDITED)

(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)

 

  

As of

April 30, 2024

  

As of

July 31, 2023

 
   (Unaudited)   (Audited) 
ASSETS          
CURRENT ASSETS          
Cash and cash equivalents  $25,378   $28,743 
Accounts receivable   -    6,954 
Inventories   4,994    3,405 
Prepayment   562    3,933 
TOTAL CURRENT ASSETS   30,934    43,035 
           
TOTAL ASSETS  $30,934   $43,035 
           
LIABILITIES AND SHAREHOLDERS’ EQUITY          
CURRENT LIABILITIES          
Amount due to a director   66,903    40,405 
Other accruals   3,200    9,300 
TOTAL CURRENT LIABILITIES   70,103    49,705 
           
TOTAL LIABILITIES  $70,103   $49,705 
           
SHAREHOLDERS’ EQUITY          
Common stock – Par value $ 0.001; Authorized: 75,000,000 shares; Issued and outstanding: 5,500,000 as of April 30, 2024 and July 31, 2023  $5,500   $5,500 
Additional paid in capital   26,600    26,600 
Accumulated deficit   (71,269)   (38,770)
TOTAL SHAREHOLDERS’ EQUITY  $(39,169)  $(6,670)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY  $30,934   $43,035 

 

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

 

F-1
 

 

KEEMO FASHION GROUP LIMITED

CONDENSED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2024 AND 2023

(UNDAUDITED)

(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)

 

             
  

Three months ended

April 30,

  

Nine months ended

April 30,

 
   2024   2023   2024   2023 
REVENUE  $4,942   $4,992   $16,558   $9,992 
                     
COST OF REVENUE   (2,532)   (2,621)   (8,461)   (4,913)
                     
GROSS PROFIT   2,410    2,371    8,097    5,079 
                     
GENERAL AND ADMINSTRATIVE EXPENSES   (6,882)   (5,177)   (40,596)   (19,638)
                     
LOSS FROM OPERATION BEFORE INCOME TAX   (4,472)   (2,806)   (32,499)   (14,559)
                     
OTHER INCOME   -    -    -    - 
                     
LOSS BEFORE INCOME TAX   (4,472)   (2,806)   (32,499)   (14,559)
                     
INCOME TAX EXPENSES   -    -    -    - 
                     
NET LOSS   (4,472)   (2,806)   (32,499)   (14,559)
                     
OTHER COMPREHENSIVE LOSS   -    -    -    - 
                     
TOTAL COMPREHENSIVE LOSS   (4,472)   (2,806)   (32,499)   (14,559)
                     
NET LOSS PER SHARE- BASIC AND DILUTED   (0.00)   (0.00)   (0.00)   (0.00)
                     
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED   5,500,000    3,600,000    5,500,000    3,600,000 

 

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

 

F-2
 

 

KEEMO FASHION GROUP LIMITED

CONDENSED STATEMENT OF SHAREHOLDERS’ EQUITY

FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2024 AND 2023

(UNDAUDITED)

(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)

 

   Number of
shares
             
   COMMON STOCK   ADDITIONAL         
   Number of
shares
   Amount  

PAID-IN

CAPITAL

  

ACCUMULATED

DEFICIT

   TOTAL EQUITY 
Balance as of July 31, 2023   5,500,000    5,500    26,600    (38,770)   (6,670)
Net loss   -    -    -    (25,867)   (25,867)
Balance as of October 31, 2023   5,500,000    5,500    26,600    (64,637)   (32,537)
Net loss   -    -    -    (2,160)   (2,160)
Balance as of January 31, 2024   5,500,000    5,500    26,600    (66,797)   (34,697)
Net loss   -    -    -    (4,472)   (4,472)
Balance as of April 30, 2024   5,500,000    5,500    26,600    (71,269)   (39,169)

 

   COMMON STOCK   ADDITIONAL         
   Number of
shares
   Amount  

PAID-IN

CAPITAL

  

ACCUMULATED

DEFICIT

   TOTAL EQUITY 
Balance as of July 31, 2022   3,600,000    3,600    -    (16,574)   (12,974)
Net loss   -    -    -    (4,945)   (4,945)
Balance as of October 31, 2022   3,600,000    3,600    -    (21,519)   (17,919)
Net loss   -    -    -    (6,808)   (6,808)
Balance as of January 31, 2023   3,600,000    3,600    -    (28,327)   (24,727)
Net loss   -    -    -    (2,806)   (2,806)
Balance as of April 30, 2023   3,600,000    3,600    -    (31,133)   (27,533)

 

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

 

F-3
 

 

KEEMO FASHION GROUP LIMITED

CONDENSED STATEMENT OF CASH FLOWS

FOR THE NINE MONTHS ENDED APRIL 30, 2024 and 2023

(UNDAUDITED)

(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)

 

       
   For the Nine months ended
April 30,
 
   2024   2023 
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net loss  $(32,499)  $(14,559)
Changes in operating assets and liabilities:          
Subscription receivable   -    - 
Accounts receivable   6,954    (4,992)
Inventories   (1,589)   (4,693)
Prepayment   3,371    - 
Accounts payable   -    9,986 
Amount due to a director   26,498    4,661 
Other accruals   (6,100)   (1,400)
           
Net cash used in operating activities   (3,365)   (10,997)
           
Net decrease in cash and cash equivalents   (3,365)   (10,997)
Cash and cash equivalents, beginning of period   28,743    18,080 
           
CASH AND CASH EQUIVALENTS, END OF PERIOD  $25,378   $7,083 
           
SUPPLEMENTAL CASH FLOWS INFORMATION          
Income taxes paid  $-   $- 
Interest paid  $-   $- 

 

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

 

F-4
 

 

KEEMO FASHION GROUP LIMITED

NOTES TO FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 2024 AND 2023 (UNAUDITED)

(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)

(UNAUDITED)

 

1. ORGANIZATION AND BUSINESS BACKGROUND

 

KEEMO Fashion Group Limited, a Nevada corporation, (herein referred as “the Company”) was incorporated under the laws of the State of Nevada on April 22, 2022.

 

KEEMO Fashion Group Limited is headquartered in Shenzhen, People Republic of China (herein referred as (“China”). We primarily operate in men and women apparel and garment trading business, focusing on wholesaling to distributors mainly based in China, sourcing directly from manufacturers in China. We do not maintain and operate any production and manufacturing of apparel facility or machine and equipment.

 

The Company’s executive office is located at 69, Wanke Boyu, Xili Liuxin 1st Rd, Nanshan District, Shenzhen, Guangdong 518052, China.

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The financial statements for KEEMO Fashion Group Limited for the period ended April 30, 2024 are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The Company has adopted July 31 as its fiscal year end.

 

Going Concern

 

For the nine months ended April 30, 2024, the Company incurred a net loss of $32,499 and the current liabilities of the Company exceeded its current assets by $39,169 and has a shareholders’ deficits of $39,169. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company’s profit generating operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company expects to finance its operations primarily through cash flow from revenue and continuing financial support from a shareholder. In the event that we require additional funding to finance the growth of the Company’s current and expected future operations as well as to achieve our strategic objectives, the shareholder has indicated the intent and ability to provide additional financing.

 

Use of Estimates

 

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

 

Cash and Cash Equivalents

 

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

 

Inventories

 

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

 

F-5
 

 

Revenue Recognition

 

Revenue is generated through wholesale business of men and women apparel and garment to customer. Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods and services. The Company applies the following five-step model in order to determine this amount:

 

(i) identification of the promised goods and services in the contract;

 

(ii) determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the contract;

 

(iii) measurement of the transaction price, including the constraint on variable consideration;

 

(iv) allocation of the transaction price to the performance obligations; and

 

(v) recognition of revenue when (or as) the Company satisfies each performance obligation.

 

The Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under Topic 606, the Company records revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable. The Company records revenue from the wholesale of goods upon the delivery of men and women apparel and garment to the customer.

 

Cost of Revenue

 

Cost of revenue includes the purchase cost of inventories and distribute to customers and packing materials. It includes purchasing and receiving costs, internal transfer costs, other costs of distribution network, opening and closing inventory net off discount received and return outwards in cost of revenue.

 

Earnings Per Share

 

The Company reports earnings per share in accordance with ASC 260 “Earnings Per Share”, which requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. Further, if the number of common shares outstanding increases as a result of a stock dividend or stock split or decreases as a result of a reverse stock split, the computations of a basic and diluted earnings per share shall be adjusted retroactively for all periods presented to reflect that change in capital structure.

 

The Company’s basic earnings per share is computed by dividing the net income available to holders by the weighted average number of the Company’s ordinary shares outstanding. Diluted earnings per share reflects the amount of net income available to each ordinary share outstanding during the period plus the number of additional shares that would have been outstanding if potentially dilutive securities had been issued.

 

F-6
 

 

Income Taxes

 

The Company accounts for income taxes using the asset and liability method prescribed by ASC 740 “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the years in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

 

New U.S. federal tax legislation, commonly referred to as the Tax Cuts and Jobs Act (the “U.S. Tax Reform”), was signed into law on December 22, 2017. The U.S. Tax Reform modified the U.S. Internal Revenue Code by, among other things, reducing the statutory U.S. federal corporate income tax rate from 35% to 21% for taxable years beginning after December 31, 2017; limiting and/or eliminating many business deductions; migrating the U.S. to a territorial tax system with a one-time transaction tax on a mandatory deemed repatriation of previously deferred foreign earnings of certain foreign subsidiaries; subject to certain limitations, generally eliminating U.S. corporate income tax on dividends from foreign subsidiaries; and providing for new taxes on certain foreign earnings. Taxpayers may elect to pay the one-time transition tax over eight years, or in a single lump-sum payment.

 

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.

 

Fair Value Measurement

 

Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures”, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The statement clarifies that the exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability in the market in which the reporting entity would transact for the asset or liability, that is, the principal or most advantageous market for the asset or liability. It also emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and that market participant assumptions include assumptions about risk and effect of a restriction on the sale or use of an asset.

 

This ASC establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

 

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

 

Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

 

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

 

Recently issued and adopted accounting pronouncements

 

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326). ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. ASU 2016-13 is effective for the Company beginning January 1, 2023, and early adoption is permitted.

 

The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s financial statements.

 

F-7
 

 

3. INVENTORIES

 

As of April 30, 2024 and July 31, 2023, the Company inventories consist of following:

 

  

As of

April 30, 2024

  

As of

July 31, 2023

 
Finished goods  $4,994   $3,405 
Total inventories  $4,994   $3,405 

 

4. PREPAYMENT

 

As of April 30, 2024 and July 31, 2023, the Company prepayment consist of following:

 

  

As of

April 30, 2024

  

As of

July 31, 2023

 
Other professional fee  $562   $3,933 
Total prepayment  $562   $3,933 

 

5. AMOUNT DUE TO A DIRECTOR

 

As of April 30, 2024 and July 31, 2023 the sole director of the Company advanced $66,903 and 40,405 respectively to the Company, which is unsecured and non-interest bearing with no fixed terms of repayment.

 

  

As of

April 30, 2024

  

As of

July 31, 2023

 
Amount due to a director  $66,903   $40,405 

 

Our director, Ms. Liu Lu, has not been compensated for the services.

 

6. OTHER ACCRUALS

 

As of April 30, 2024 and July 31, 2023, accrued liabilities consist of following:

 

   

As of

April 30, 2024

   

As of

July 31, 2023

 
Accrued expenses   $ 3,200       9,300  
Total other accruals   $ 3,200     $ 9,300  

 

Accrued expenses as of April 30, 2024 and 2023 consist of accrued audit fees and other professional fee.

 

7. SHAREHOLDERS’ EQUITY

 

As of April 30, 2024 and July 31, 2023 the Company has 5,500,000 shares of common stock issued and outstanding.

 

F-8
 

 

During the nine months ended April 30, 2024, the Company has not issued any shares.

 

The Company has 75,000,000 shares of commons stock authorized.

 

8. INCOME TAX

 

The loss from operation before income tax of the Company for the nine months ended April 30, 2024 and 2023 was comprised of the following:

 

           
  

For the Nine Months Ended

April 30

 
         
   2024   2023 
Tax jurisdictions from:          
– Local  $(32,499)  $(14,559)
           
Loss from operation before income tax  $(32,499)  $(14,559)

 

United States of America

 

The Tax Act reduces the U.S. statutory corporate tax rate from 35% to 21% for our tax years beginning in 2018, which resulted in the re-measurement of the federal portion of our deferred tax assets from the 35% to 21% tax rate. The Company is registered in the State of Nevada and is subject to United States of America tax law. As of April 30, 2024, the operations in the United States of America incurred $32,499 of cumulative net operating losses (NOL’s) which can be carried forward to offset future taxable income. The NOL carryforwards begin to expire in 2043, if unutilized. The Company has provided for a full valuation allowance of approximately $6,825 against the deferred tax assets on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

 

The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of April 30, 2024 and July 31, 2023:

 

   As of   As of 
   April 30, 2024   July 31, 2023 
Deferred tax assets:          
           
Net operating loss carryforwards          
– United States of America  $6,825   $8,142 
Less: valuation allowance   (6,825)   (8,142)
Deferred tax assets  $-   $- 

 

Management believes that it is more likely than not that the deferred tax assets will not be fully realizable in the future. Accordingly, the Company provided for a full valuation allowance against its deferred tax assets of $6,825 as of April 30, 2024.

 

F-9
 

 

9. CONCENTRATIONS OF RISK

 

Customer Concentration

 

For the three months ended April 30, 2024 and 2023, there was one customer who accounted for 100% of the Company’s revenues.

 

For the three months ended April 30, 2024, the Company has no accounts receivable from the customer.

 

For the three months ended April 30, 2023, the Company has accounts receivable $4,992 from the customer.

 

   For the three months ended April 30 
   2024   2023   2024   2023   2024   2023 
   Revenue  

Percentage

of Revenue

  

Accounts

receivable

 
                         
Customer A  $4,942   $4,992    100%   100%  $-   $4,992 
Total  $4,942   $4,992    100%   100%  $-   $4,992 

 

For the nine months ended April 30, 2024 and 2023, for the customer who accounted for 10% or more of the Company’s revenues and its accounts receivable balance at period-end are presented as follows:

 

   For the nine months ended April 30 
   2024   2023   2024   2023   2024   2023 
   Revenue  

Percentage

of Revenue

  

Accounts

receivable

 
                         
Customer A  $4,942   $9,992    30%   100%  $-   $4,992 
Customer B  $5,100    -    31%   -    -    - 
Customer C  $6,516    -    39%   -    -    - 
Total  $16,558   $9,992    100%   100%  $-   $4,992 

 

Supplier Concentration

 

For the three months ended April 30, 2024 and 2023, there was one supplier who accounted for 100% of the Company’s cost of revenue.

 

For the three months ended April 30, 2024 and 2023, the Company has no accounts payable from the supplier.

 

   For the three months ended April 30 
   2024   2023   2024   2023   2024   2023 
   Cost of revenue  

Percentage of

Cost of revenue

  

Accounts

payable

 
                         
Vendor A  $2,532   $2,621    100%   100%   -    - 
Total  $2,532   $2,621    100%   100%   -    - 

 

For the nine months ended April 30, 2024 and 2023, for the supplier who accounted for 10% or more of the Company’s cost of revenue and its accounts payable balance at period-end are presented as follows:

 

   For the nine months ended April 30 
   2024   2023   2024   2023   2024   2023 
   Cost of revenue  

Percentage of

Cost of revenue

  

Accounts

payable

 
                         
Vendor A  $8,461   $-    100%   -%   -    - 
Vendor B  $-   $4,913    -%   100%   -    - 
Total  $8,461   $4,913    100%   100%   -    - 

 

F-10
 

 

10. SEGMENT REPORTING

 

ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. The Company has single reportable segment based on business unit, apparel and garment trading business and single reportable segment based on country, Non-United States.

 

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

 

By Business Unit  Apparel & Garment Trading Business   Total 
  

For the Nine Months Ended and

As of April 30, 2024

 
By Business Unit  Apparel & Garment Trading Business   Total 
Revenue  $16,558   $16,558 
           
Cost of revenue   (8,461)   (8,461)
General and administrative expenses   (40,596)   (40,596)
           
Loss from operations   (32,499)   (32,499)
           
Total assets  $30,934  $30,934
Capital expenditure  $-   $- 

 

By Business Unit  Apparel & Garment Trading Business   Total 
  

For the Nine Months Ended and

As of April 30, 2023

 
By Business Unit  Apparel & Garment Trading Business   Total 
Revenue  $9,992   $9,992 
           
Cost of revenue   (4,913)   (4,913)
General and administrative expenses   (19,638)   (19,638)
           
Loss from operations   (14,559)   (14,559)
           
Total assets  $19,272   $19,272 
Capital expenditure  $-   $- 

 

F-11
 

 

By Country  Non-United States   Total 
  

For the Nine Months Ended and

As of April 30, 2024

 
By Country  Non-United States   Total 
Revenue  $16,558   $16,558 
           
Cost of revenue   (8,461)   (8,461)
General and administrative expenses   (40,596)   (40,596)
           
Loss from operations   (32,499)   (32,499)
           
Total assets  $30,934  $30,934
Capital expenditure  $-   $- 

 

By Country  Non-United States   Total 
  

For the Nine Months Ended and

As of April 30, 2023

 
By Country  Non-United States   Total 
Revenue  $9,992   $9,992 
           
Cost of revenue   (4,913)   (4,913)
General and administrative expenses   (19,638)   (19,638)
           
Loss from operations   (14,559)   (14,559)
           
Total assets  $19,272   $19,272 
Capital expenditure  $-   $- 

 

11. SUBSEQUENT EVENTS

 

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after April 30, 2024 up through the date the Company issued the financial statements.

 

F-12
 

 

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

 

The information contained in this quarter report on Form 10-Q is intended to update the information contained in our Form 10-K dated October 25, 2023, for the year ended July 31,2023 and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis” and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our financial statements and the notes to the financial statements included elsewhere in this Form 10-Q.

 

The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis”. These statements are not guarantees of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarter report. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Form S-1/A registration statement, filed on May 12, 2023, in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this quarter report on Form 10-Q. The following should also be read in conjunction with the unaudited Condensed Financial Statements and notes thereto that appear elsewhere in this report.

 

Company Overview

 

We, KEEMO Fashion Group Limited, a Nevada corporation (“the Company”) was incorporated under the laws of the State of Nevada on April 22, 2022.

 

KEEMO Fashion Group Limited is headquartered in Shenzhen, People Republic of China (herein referred as (“China”). We primarily operate in men and women apparel and garment trading business, focusing on wholesaling to distributors mainly based in China, sourcing directly from manufacturers in China. We do not maintain and operate any production and manufacturing of apparel facility or machine and equipment.

 

The Company’s executive office is located at 69, Wanke Boyu, Xili Liuxin 1st Rd, Nanshan District, Shenzhen, Guangdong 518052, China.

 

-3-
 

 

Results of operations

 

Nine and three months ended April 30, 2024 and 2023

 

Revenues

 

For nine months ended April 30, 2024 and 2023, the Company has generated revenue of $16,558 and $9,992.

 

For three months ended April 30, 2024 and 2023, the Company has generated revenue of $4,942 and $4,992.

 

The revenue was generated as a result of the Company apparel & garment trading business.

 

General and Administrative Expenses

 

For the nine months ended April 30, 2024 and 2023, the Company had general and administrative expenses in the amount of $40,596 and $19,638. These were primarily comprised of audit fees, consultancy fee, and other professional fees.

 

For the three months ended April 30, 2024 and 2023, the Company had general and administrative expenses in the amount of $6,882 and $5,177. These were primarily comprised of audit fees, consultancy fee, and other professional fees.

 

Net Loss

 

For nine months ended April 30, 2024 and 2023, the Company has incurred a net loss of $32,499 and $14,559.

 

For three months ended April 30, 2024 and 2023, the Company has incurred a net loss of $4,472 and $2,806.

 

Liquidity and Capital Resources

 

Cash Used in Operating Activities

 

Net cash used in operating activities was $3,365 for the nine months ended April 30, 2024. Cash used in operating activities was attributable to net loss from operation, increase in inventory, increase in the amount due to our director, Ms. Liu Lu, decrease in accounts receivable, and decrease in prepayment.

 

Net cash used in operating activities was $10,997 for the nine months ended April 30, 2023. Cash used in operating activities was attributable to net loss from operation, increase in inventory, increase in accounts receivable, increase in accounts payable, increase in the amount due to our director, Ms. Liu Lu and decrease in other accruals.

 

Cash Provided by Investing Activity

 

For the nine months ended April 30, 2024 and April 30, 2023 the Company did not generate nor used any cash in investing activities.

 

Cash Provided by Financing Activity

 

For the nine months ended April 30, 2024 and April 30, 2023 the Company did not generate nor used any cash in financing activities.

 

-4-
 

 

Critical Accounting Policies

 

Recent accounting pronouncements

 

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326). ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. ASU 2016-13 is effective for the Company beginning January 1, 2023, and early adoption is permitted.

 

The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s financial statements.

 

Item 3 Quantitative and Qualitative Disclosures About Market Risk.

 

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

 

Item 4 Controls and Procedures.

 

Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

 

We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer, of the effectiveness of our disclosure controls and procedures as of April 30, 2024. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our chief executive officer concluded that our disclosure controls and procedures were not effective. The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (i) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (ii) inadequate segregation of duties and effective risk assessment; and (iii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines. The aforementioned material weaknesses were identified by our chief executive officer in connection with the review of our financial statements as of April 30, 2024.

 

Management’s Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The internal controls for the Company are provided by executive management’s review and approval of all transactions. Our internal control over financial reporting also includes those policies and procedures that:

 

  1. pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
     
  2. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management; and
     
  3. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

 

-5-
 

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Management assessed the effectiveness of the Company’s internal control over financial reporting as of April 30, 2024. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of these controls.

 

As of April 30, 2024, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013 and SEC guidance on conducting such assessments. Based on such evaluation, the Company’s management concluded that, during the period covered by this Report, our internal control over financial reporting were not effective due to the presence of material weaknesses.

 

Changes in Internal Control over Financial Reporting:

 

There were no changes in our internal control over financial reporting during the nine months ended April 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

-6-
 

 

PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are not subjected to nor engaged in any litigation, arbitration or claim of material importance, and no litigation, arbitration or claim of material importance is known to us to be pending or threatened by or against our Company that would have a material adverse effect on our Company’s results of operations or financial condition. Further, there are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest adverse to our Company.

 

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

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

ITEM 6. Exhibits

 

31.1   Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer
     
32.1   Section 1350 Certification of principal executive officer
     
101.INS   Inline XBRL Instance Document*
101.SCH   Inline XBRL Schema Document*
101.CAL   Inline XBRL Calculation Linkbase Document*
101.DEF   Inline XBRL Definition Linkbase Document*
101.LAB   Inline XBRL Label Linkbase Document*
101.PRE   Inline XBRL Presentation Linkbase Document*
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

-7-
 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Keemo Fashion Group Limited
  (Name of Registrant)

 

Date: June 11, 2024    
     
  By: /s/ LIU LU
    Liu Lu
  Title: Chief Executive Officer, President, Secretary, Treasurer, Director
    (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)

 

-8-

 

 

EXHIBIT 31.1

 

CERTIFICATION

 

I, LIU LU, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Keemo Fashion Group Limited (the “Company”) for the quarter ended April 30, 2024;

 

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

 

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

 

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

 

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

 

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

 

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

 

Date: June 11, 2024 By: /s/ LIU LU
    Liu Lu
    Chief Executive Officer, President, Secretary, Treasurer, Director
    (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)

 

 

 

 

EXHIBIT 32.1

 

CERTIFICATION

PURSUANT TO 18

U.S.C. SECTION 1350,

AS ADOPTED

PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY

ACT OF 2002

 

In connection with the quarterly report of Keemo Fashion Group Limited (the “Company”) on Form 10-Q for the period ended April 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), The undersigned hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

 

  (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
     
  (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

Date: June 11, 2024 By: /s/ LIU LU
    Liu Lu
    Chief Executive Officer, President, Secretary, Treasurer, Director
    (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)

 

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

 

 

 

v3.24.1.1.u2
Cover - shares
9 Months Ended
Apr. 30, 2024
Jun. 11, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Apr. 30, 2024  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2024  
Current Fiscal Year End Date --07-31  
Entity File Number 333-267967  
Entity Registrant Name KEEMO FASHION GROUP LIMITED  
Entity Central Index Key 0001935033  
Entity Tax Identification Number 32-0686375  
Entity Incorporation, State or Country Code NV  
Entity Address, Address Line One 69 Wanke Boyu  
Entity Address, Address Line Two Xili Liuxin 1st Rd  
Entity Address, Address Line Three Nanshan District  
Entity Address, City or Town Shenzhen  
Entity Address, Country CN  
Entity Address, Postal Zip Code 518052  
City Area Code (+86)  
Local Phone Number 176-1282-2030  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company true  
Elected Not To Use the Extended Transition Period false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   5,500,000
v3.24.1.1.u2
Condensed Balance Sheets - USD ($)
Apr. 30, 2024
Jul. 31, 2023
CURRENT ASSETS    
Cash and cash equivalents $ 25,378 $ 28,743
Accounts receivable 6,954
Inventories 4,994 3,405
Prepayment 562 3,933
TOTAL CURRENT ASSETS 30,934 43,035
TOTAL ASSETS 30,934 43,035
CURRENT LIABILITIES    
Amount due to a director 66,903 40,405
Other accruals 3,200 9,300
TOTAL CURRENT LIABILITIES 70,103 49,705
TOTAL LIABILITIES 70,103 49,705
SHAREHOLDERS’ EQUITY    
Common stock – Par value $ 0.001; Authorized: 75,000,000 shares; Issued and outstanding: 5,500,000 as of April 30, 2024 and July 31, 2023 5,500 5,500
Additional paid in capital 26,600 26,600
Accumulated deficit (71,269) (38,770)
TOTAL SHAREHOLDERS’ EQUITY (39,169) (6,670)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 30,934 $ 43,035
v3.24.1.1.u2
Condensed Balance Sheets (Parenthetical) - $ / shares
Apr. 30, 2024
Jul. 31, 2023
Statement of Financial Position [Abstract]    
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 75,000,000 75,000,000
Common stock, shares issued 5,500,000 5,500,000
Common stock, shares outstanding 5,500,000 5,500,000
v3.24.1.1.u2
Condensed Statement of Operations and Comprehensive Loss (Unaudited) - USD ($)
3 Months Ended 9 Months Ended
Apr. 30, 2024
Apr. 30, 2023
Apr. 30, 2024
Apr. 30, 2023
Income Statement [Abstract]        
REVENUE $ 4,942 $ 4,992 $ 16,558 $ 9,992
COST OF REVENUE (2,532) (2,621) (8,461) (4,913)
GROSS PROFIT 2,410 2,371 8,097 5,079
GENERAL AND ADMINSTRATIVE EXPENSES (6,882) (5,177) (40,596) (19,638)
LOSS FROM OPERATION BEFORE INCOME TAX (4,472) (2,806) (32,499) (14,559)
OTHER INCOME
LOSS BEFORE INCOME TAX (4,472) (2,806) (32,499) (14,559)
INCOME TAX EXPENSES
NET LOSS (4,472) (2,806) (32,499) (14,559)
OTHER COMPREHENSIVE LOSS
TOTAL COMPREHENSIVE LOSS $ (4,472) $ (2,806) $ (32,499) $ (14,559)
NET LOSS PER SHARE, BASIC $ (0.00) $ (0.00) $ (0.00) $ (0.00)
NET LOSS PER SHARE, DILUTED $ (0.00) $ (0.00) $ (0.00) $ (0.00)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC 5,500,000 3,600,000 5,500,000 3,600,000
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, DILUTED 5,500,000 3,600,000 5,500,000 3,600,000
v3.24.1.1.u2
Condensed Statement of Shareholders' Equity (Unaudited) - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
Balance at Jul. 31, 2022 $ 3,600 $ (16,574) $ (12,974)
Balance, shares at Jul. 31, 2022 3,600,000      
Net loss (4,945) (4,945)
Balance at Oct. 31, 2022 $ 3,600 (21,519) (17,919)
Balance, shares at Oct. 31, 2022 3,600,000      
Balance at Jul. 31, 2022 $ 3,600 (16,574) (12,974)
Balance, shares at Jul. 31, 2022 3,600,000      
Net loss       (14,559)
Balance at Apr. 30, 2023 $ 3,600 (31,133) (27,533)
Balance, shares at Apr. 30, 2023 3,600,000      
Balance at Oct. 31, 2022 $ 3,600 (21,519) (17,919)
Balance, shares at Oct. 31, 2022 3,600,000      
Net loss (6,808) (6,808)
Balance at Jan. 31, 2023 $ 3,600 (28,327) (24,727)
Balance, shares at Jan. 31, 2023 3,600,000      
Net loss (2,806) (2,806)
Balance at Apr. 30, 2023 $ 3,600 (31,133) (27,533)
Balance, shares at Apr. 30, 2023 3,600,000      
Balance at Jul. 31, 2023 $ 5,500 26,600 (38,770) (6,670)
Balance, shares at Jul. 31, 2023 5,500,000      
Net loss (25,867) (25,867)
Balance at Oct. 31, 2023 $ 5,500 26,600 (64,637) (32,537)
Balance, shares at Oct. 31, 2023 5,500,000      
Balance at Jul. 31, 2023 $ 5,500 26,600 (38,770) (6,670)
Balance, shares at Jul. 31, 2023 5,500,000      
Net loss       (32,499)
Balance at Apr. 30, 2024 $ 5,500 26,600 (71,269) (39,169)
Balance, shares at Apr. 30, 2024 5,500,000      
Balance at Oct. 31, 2023 $ 5,500 26,600 (64,637) (32,537)
Balance, shares at Oct. 31, 2023 5,500,000      
Net loss (2,160) (2,160)
Balance at Jan. 31, 2024 $ 5,500 26,600 (66,797) (34,697)
Balance, shares at Jan. 31, 2024 5,500,000      
Net loss (4,472) (4,472)
Balance at Apr. 30, 2024 $ 5,500 $ 26,600 $ (71,269) $ (39,169)
Balance, shares at Apr. 30, 2024 5,500,000      
v3.24.1.1.u2
Condensed Statement of Cash Flows (Unaudited) - USD ($)
9 Months Ended
Apr. 30, 2024
Apr. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net loss $ (32,499) $ (14,559)
Changes in operating assets and liabilities:    
Subscription receivable
Accounts receivable 6,954 (4,992)
Inventories (1,589) (4,693)
Prepayment 3,371
Accounts payable 9,986
Amount due to a director 26,498 4,661
Other accruals (6,100) (1,400)
Net cash used in operating activities (3,365) (10,997)
Net decrease in cash and cash equivalents (3,365) (10,997)
Cash and cash equivalents, beginning of period 28,743 18,080
CASH AND CASH EQUIVALENTS, END OF PERIOD 25,378 7,083
SUPPLEMENTAL CASH FLOWS INFORMATION    
Income taxes paid
Interest paid
v3.24.1.1.u2
ORGANIZATION AND BUSINESS BACKGROUND
9 Months Ended
Apr. 30, 2024
Accounting Policies [Abstract]  
ORGANIZATION AND BUSINESS BACKGROUND

1. ORGANIZATION AND BUSINESS BACKGROUND

 

KEEMO Fashion Group Limited, a Nevada corporation, (herein referred as “the Company”) was incorporated under the laws of the State of Nevada on April 22, 2022.

 

KEEMO Fashion Group Limited is headquartered in Shenzhen, People Republic of China (herein referred as (“China”). We primarily operate in men and women apparel and garment trading business, focusing on wholesaling to distributors mainly based in China, sourcing directly from manufacturers in China. We do not maintain and operate any production and manufacturing of apparel facility or machine and equipment.

 

The Company’s executive office is located at 69, Wanke Boyu, Xili Liuxin 1st Rd, Nanshan District, Shenzhen, Guangdong 518052, China.

 

v3.24.1.1.u2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
9 Months Ended
Apr. 30, 2024
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The financial statements for KEEMO Fashion Group Limited for the period ended April 30, 2024 are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The Company has adopted July 31 as its fiscal year end.

 

Going Concern

 

For the nine months ended April 30, 2024, the Company incurred a net loss of $32,499 and the current liabilities of the Company exceeded its current assets by $39,169 and has a shareholders’ deficits of $39,169. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company’s profit generating operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company expects to finance its operations primarily through cash flow from revenue and continuing financial support from a shareholder. In the event that we require additional funding to finance the growth of the Company’s current and expected future operations as well as to achieve our strategic objectives, the shareholder has indicated the intent and ability to provide additional financing.

 

Use of Estimates

 

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

 

Cash and Cash Equivalents

 

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

 

Inventories

 

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

 

 

Revenue Recognition

 

Revenue is generated through wholesale business of men and women apparel and garment to customer. Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods and services. The Company applies the following five-step model in order to determine this amount:

 

(i) identification of the promised goods and services in the contract;

 

(ii) determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the contract;

 

(iii) measurement of the transaction price, including the constraint on variable consideration;

 

(iv) allocation of the transaction price to the performance obligations; and

 

(v) recognition of revenue when (or as) the Company satisfies each performance obligation.

 

The Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under Topic 606, the Company records revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable. The Company records revenue from the wholesale of goods upon the delivery of men and women apparel and garment to the customer.

 

Cost of Revenue

 

Cost of revenue includes the purchase cost of inventories and distribute to customers and packing materials. It includes purchasing and receiving costs, internal transfer costs, other costs of distribution network, opening and closing inventory net off discount received and return outwards in cost of revenue.

 

Earnings Per Share

 

The Company reports earnings per share in accordance with ASC 260 “Earnings Per Share”, which requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. Further, if the number of common shares outstanding increases as a result of a stock dividend or stock split or decreases as a result of a reverse stock split, the computations of a basic and diluted earnings per share shall be adjusted retroactively for all periods presented to reflect that change in capital structure.

 

The Company’s basic earnings per share is computed by dividing the net income available to holders by the weighted average number of the Company’s ordinary shares outstanding. Diluted earnings per share reflects the amount of net income available to each ordinary share outstanding during the period plus the number of additional shares that would have been outstanding if potentially dilutive securities had been issued.

 

 

Income Taxes

 

The Company accounts for income taxes using the asset and liability method prescribed by ASC 740 “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the years in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

 

New U.S. federal tax legislation, commonly referred to as the Tax Cuts and Jobs Act (the “U.S. Tax Reform”), was signed into law on December 22, 2017. The U.S. Tax Reform modified the U.S. Internal Revenue Code by, among other things, reducing the statutory U.S. federal corporate income tax rate from 35% to 21% for taxable years beginning after December 31, 2017; limiting and/or eliminating many business deductions; migrating the U.S. to a territorial tax system with a one-time transaction tax on a mandatory deemed repatriation of previously deferred foreign earnings of certain foreign subsidiaries; subject to certain limitations, generally eliminating U.S. corporate income tax on dividends from foreign subsidiaries; and providing for new taxes on certain foreign earnings. Taxpayers may elect to pay the one-time transition tax over eight years, or in a single lump-sum payment.

 

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.

 

Fair Value Measurement

 

Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures”, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The statement clarifies that the exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability in the market in which the reporting entity would transact for the asset or liability, that is, the principal or most advantageous market for the asset or liability. It also emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and that market participant assumptions include assumptions about risk and effect of a restriction on the sale or use of an asset.

 

This ASC establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

 

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

 

Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

 

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

 

Recently issued and adopted accounting pronouncements

 

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326). ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. ASU 2016-13 is effective for the Company beginning January 1, 2023, and early adoption is permitted.

 

The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s financial statements.

 

 

v3.24.1.1.u2
INVENTORIES
9 Months Ended
Apr. 30, 2024
Inventory Disclosure [Abstract]  
INVENTORIES

3. INVENTORIES

 

As of April 30, 2024 and July 31, 2023, the Company inventories consist of following:

 

  

As of

April 30, 2024

  

As of

July 31, 2023

 
Finished goods  $4,994   $3,405 
Total inventories  $4,994   $3,405 

 

v3.24.1.1.u2
PREPAYMENT
9 Months Ended
Apr. 30, 2024
Schedule Of Prepayment  
PREPAYMENT

4. PREPAYMENT

 

As of April 30, 2024 and July 31, 2023, the Company prepayment consist of following:

 

  

As of

April 30, 2024

  

As of

July 31, 2023

 
Other professional fee  $562   $3,933 
Total prepayment  $562   $3,933 

 

v3.24.1.1.u2
AMOUNT DUE TO A DIRECTOR
9 Months Ended
Apr. 30, 2024
Related Party Transactions [Abstract]  
AMOUNT DUE TO A DIRECTOR

5. AMOUNT DUE TO A DIRECTOR

 

As of April 30, 2024 and July 31, 2023 the sole director of the Company advanced $66,903 and 40,405 respectively to the Company, which is unsecured and non-interest bearing with no fixed terms of repayment.

 

  

As of

April 30, 2024

  

As of

July 31, 2023

 
Amount due to a director  $66,903   $40,405 

 

Our director, Ms. Liu Lu, has not been compensated for the services.

 

v3.24.1.1.u2
OTHER ACCRUALS
9 Months Ended
Apr. 30, 2024
Payables and Accruals [Abstract]  
OTHER ACCRUALS

6. OTHER ACCRUALS

 

As of April 30, 2024 and July 31, 2023, accrued liabilities consist of following:

 

   

As of

April 30, 2024

   

As of

July 31, 2023

 
Accrued expenses   $ 3,200       9,300  
Total other accruals   $ 3,200     $ 9,300  

 

Accrued expenses as of April 30, 2024 and 2023 consist of accrued audit fees and other professional fee.

 

v3.24.1.1.u2
SHAREHOLDERS’ EQUITY
9 Months Ended
Apr. 30, 2024
Equity [Abstract]  
SHAREHOLDERS’ EQUITY

7. SHAREHOLDERS’ EQUITY

 

As of April 30, 2024 and July 31, 2023 the Company has 5,500,000 shares of common stock issued and outstanding.

 

 

During the nine months ended April 30, 2024, the Company has not issued any shares.

 

The Company has 75,000,000 shares of commons stock authorized.

 

v3.24.1.1.u2
INCOME TAX
9 Months Ended
Apr. 30, 2024
Income Tax Disclosure [Abstract]  
INCOME TAX

8. INCOME TAX

 

The loss from operation before income tax of the Company for the nine months ended April 30, 2024 and 2023 was comprised of the following:

 

           
  

For the Nine Months Ended

April 30

 
         
   2024   2023 
Tax jurisdictions from:          
– Local  $(32,499)  $(14,559)
           
Loss from operation before income tax  $(32,499)  $(14,559)

 

United States of America

 

The Tax Act reduces the U.S. statutory corporate tax rate from 35% to 21% for our tax years beginning in 2018, which resulted in the re-measurement of the federal portion of our deferred tax assets from the 35% to 21% tax rate. The Company is registered in the State of Nevada and is subject to United States of America tax law. As of April 30, 2024, the operations in the United States of America incurred $32,499 of cumulative net operating losses (NOL’s) which can be carried forward to offset future taxable income. The NOL carryforwards begin to expire in 2043, if unutilized. The Company has provided for a full valuation allowance of approximately $6,825 against the deferred tax assets on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

 

The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of April 30, 2024 and July 31, 2023:

 

   As of   As of 
   April 30, 2024   July 31, 2023 
Deferred tax assets:          
           
Net operating loss carryforwards          
– United States of America  $6,825   $8,142 
Less: valuation allowance   (6,825)   (8,142)
Deferred tax assets  $-   $- 

 

Management believes that it is more likely than not that the deferred tax assets will not be fully realizable in the future. Accordingly, the Company provided for a full valuation allowance against its deferred tax assets of $6,825 as of April 30, 2024.

 

 

v3.24.1.1.u2
CONCENTRATIONS OF RISK
9 Months Ended
Apr. 30, 2024
Risks and Uncertainties [Abstract]  
CONCENTRATIONS OF RISK

9. CONCENTRATIONS OF RISK

 

Customer Concentration

 

For the three months ended April 30, 2024 and 2023, there was one customer who accounted for 100% of the Company’s revenues.

 

For the three months ended April 30, 2024, the Company has no accounts receivable from the customer.

 

For the three months ended April 30, 2023, the Company has accounts receivable $4,992 from the customer.

 

   For the three months ended April 30 
   2024   2023   2024   2023   2024   2023 
   Revenue  

Percentage

of Revenue

  

Accounts

receivable

 
                         
Customer A  $4,942   $4,992    100%   100%  $-   $4,992 
Total  $4,942   $4,992    100%   100%  $-   $4,992 

 

For the nine months ended April 30, 2024 and 2023, for the customer who accounted for 10% or more of the Company’s revenues and its accounts receivable balance at period-end are presented as follows:

 

   For the nine months ended April 30 
   2024   2023   2024   2023   2024   2023 
   Revenue  

Percentage

of Revenue

  

Accounts

receivable

 
                         
Customer A  $4,942   $9,992    30%   100%  $-   $4,992 
Customer B  $5,100    -    31%   -    -    - 
Customer C  $6,516    -    39%   -    -    - 
Total  $16,558   $9,992    100%   100%  $-   $4,992 

 

Supplier Concentration

 

For the three months ended April 30, 2024 and 2023, there was one supplier who accounted for 100% of the Company’s cost of revenue.

 

For the three months ended April 30, 2024 and 2023, the Company has no accounts payable from the supplier.

 

   For the three months ended April 30 
   2024   2023   2024   2023   2024   2023 
   Cost of revenue  

Percentage of

Cost of revenue

  

Accounts

payable

 
                         
Vendor A  $2,532   $2,621    100%   100%   -    - 
Total  $2,532   $2,621    100%   100%   -    - 

 

For the nine months ended April 30, 2024 and 2023, for the supplier who accounted for 10% or more of the Company’s cost of revenue and its accounts payable balance at period-end are presented as follows:

 

   For the nine months ended April 30 
   2024   2023   2024   2023   2024   2023 
   Cost of revenue  

Percentage of

Cost of revenue

  

Accounts

payable

 
                         
Vendor A  $8,461   $-    100%   -%   -    - 
Vendor B  $-   $4,913    -%   100%   -    - 
Total  $8,461   $4,913    100%   100%   -    - 

 

 

v3.24.1.1.u2
SEGMENT REPORTING
9 Months Ended
Apr. 30, 2024
Segment Reporting [Abstract]  
SEGMENT REPORTING

10. SEGMENT REPORTING

 

ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. The Company has single reportable segment based on business unit, apparel and garment trading business and single reportable segment based on country, Non-United States.

 

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

 

By Business Unit  Apparel & Garment Trading Business   Total 
  

For the Nine Months Ended and

As of April 30, 2024

 
By Business Unit  Apparel & Garment Trading Business   Total 
Revenue  $16,558   $16,558 
           
Cost of revenue   (8,461)   (8,461)
General and administrative expenses   (40,596)   (40,596)
           
Loss from operations   (32,499)   (32,499)
           
Total assets  $30,934  $30,934
Capital expenditure  $-   $- 

 

By Business Unit  Apparel & Garment Trading Business   Total 
  

For the Nine Months Ended and

As of April 30, 2023

 
By Business Unit  Apparel & Garment Trading Business   Total 
Revenue  $9,992   $9,992 
           
Cost of revenue   (4,913)   (4,913)
General and administrative expenses   (19,638)   (19,638)
           
Loss from operations   (14,559)   (14,559)
           
Total assets  $19,272   $19,272 
Capital expenditure  $-   $- 

 

 

By Country  Non-United States   Total 
  

For the Nine Months Ended and

As of April 30, 2024

 
By Country  Non-United States   Total 
Revenue  $16,558   $16,558 
           
Cost of revenue   (8,461)   (8,461)
General and administrative expenses   (40,596)   (40,596)
           
Loss from operations   (32,499)   (32,499)
           
Total assets  $30,934  $30,934
Capital expenditure  $-   $- 

 

By Country  Non-United States   Total 
  

For the Nine Months Ended and

As of April 30, 2023

 
By Country  Non-United States   Total 
Revenue  $9,992   $9,992 
           
Cost of revenue   (4,913)   (4,913)
General and administrative expenses   (19,638)   (19,638)
           
Loss from operations   (14,559)   (14,559)
           
Total assets  $19,272   $19,272 
Capital expenditure  $-   $- 

 

v3.24.1.1.u2
SUBSEQUENT EVENTS
9 Months Ended
Apr. 30, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

11. SUBSEQUENT EVENTS

 

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after April 30, 2024 up through the date the Company issued the financial statements.

v3.24.1.1.u2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
9 Months Ended
Apr. 30, 2024
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

 

The financial statements for KEEMO Fashion Group Limited for the period ended April 30, 2024 are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The Company has adopted July 31 as its fiscal year end.

 

Going Concern

Going Concern

 

For the nine months ended April 30, 2024, the Company incurred a net loss of $32,499 and the current liabilities of the Company exceeded its current assets by $39,169 and has a shareholders’ deficits of $39,169. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company’s profit generating operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company expects to finance its operations primarily through cash flow from revenue and continuing financial support from a shareholder. In the event that we require additional funding to finance the growth of the Company’s current and expected future operations as well as to achieve our strategic objectives, the shareholder has indicated the intent and ability to provide additional financing.

 

Use of Estimates

Use of Estimates

 

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

 

Cash and Cash Equivalents

Cash and Cash Equivalents

 

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

 

Inventories

Inventories

 

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

 

 

Revenue Recognition

Revenue Recognition

 

Revenue is generated through wholesale business of men and women apparel and garment to customer. Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods and services. The Company applies the following five-step model in order to determine this amount:

 

(i) identification of the promised goods and services in the contract;

 

(ii) determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the contract;

 

(iii) measurement of the transaction price, including the constraint on variable consideration;

 

(iv) allocation of the transaction price to the performance obligations; and

 

(v) recognition of revenue when (or as) the Company satisfies each performance obligation.

 

The Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under Topic 606, the Company records revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable. The Company records revenue from the wholesale of goods upon the delivery of men and women apparel and garment to the customer.

 

Cost of Revenue

Cost of Revenue

 

Cost of revenue includes the purchase cost of inventories and distribute to customers and packing materials. It includes purchasing and receiving costs, internal transfer costs, other costs of distribution network, opening and closing inventory net off discount received and return outwards in cost of revenue.

 

Earnings Per Share

Earnings Per Share

 

The Company reports earnings per share in accordance with ASC 260 “Earnings Per Share”, which requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. Further, if the number of common shares outstanding increases as a result of a stock dividend or stock split or decreases as a result of a reverse stock split, the computations of a basic and diluted earnings per share shall be adjusted retroactively for all periods presented to reflect that change in capital structure.

 

The Company’s basic earnings per share is computed by dividing the net income available to holders by the weighted average number of the Company’s ordinary shares outstanding. Diluted earnings per share reflects the amount of net income available to each ordinary share outstanding during the period plus the number of additional shares that would have been outstanding if potentially dilutive securities had been issued.

 

 

Income Taxes

Income Taxes

 

The Company accounts for income taxes using the asset and liability method prescribed by ASC 740 “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the years in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

 

New U.S. federal tax legislation, commonly referred to as the Tax Cuts and Jobs Act (the “U.S. Tax Reform”), was signed into law on December 22, 2017. The U.S. Tax Reform modified the U.S. Internal Revenue Code by, among other things, reducing the statutory U.S. federal corporate income tax rate from 35% to 21% for taxable years beginning after December 31, 2017; limiting and/or eliminating many business deductions; migrating the U.S. to a territorial tax system with a one-time transaction tax on a mandatory deemed repatriation of previously deferred foreign earnings of certain foreign subsidiaries; subject to certain limitations, generally eliminating U.S. corporate income tax on dividends from foreign subsidiaries; and providing for new taxes on certain foreign earnings. Taxpayers may elect to pay the one-time transition tax over eight years, or in a single lump-sum payment.

 

Related Parties

Related Parties

 

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

 

Fair Value Measurement

Fair Value Measurement

 

Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures”, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The statement clarifies that the exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability in the market in which the reporting entity would transact for the asset or liability, that is, the principal or most advantageous market for the asset or liability. It also emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and that market participant assumptions include assumptions about risk and effect of a restriction on the sale or use of an asset.

 

This ASC establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

 

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

 

Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

 

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

 

Recently issued and adopted accounting pronouncements

Recently issued and adopted accounting pronouncements

 

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326). ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. ASU 2016-13 is effective for the Company beginning January 1, 2023, and early adoption is permitted.

 

The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s financial statements.

v3.24.1.1.u2
INVENTORIES (Tables)
9 Months Ended
Apr. 30, 2024
Inventory Disclosure [Abstract]  
SCHEDULE OF INVENTORIES

As of April 30, 2024 and July 31, 2023, the Company inventories consist of following:

 

  

As of

April 30, 2024

  

As of

July 31, 2023

 
Finished goods  $4,994   $3,405 
Total inventories  $4,994   $3,405 
v3.24.1.1.u2
PREPAYMENT (Tables)
9 Months Ended
Apr. 30, 2024
Schedule Of Prepayment  
SCHEDULE OF PREPAYMENT

As of April 30, 2024 and July 31, 2023, the Company prepayment consist of following:

 

  

As of

April 30, 2024

  

As of

July 31, 2023

 
Other professional fee  $562   $3,933 
Total prepayment  $562   $3,933 
v3.24.1.1.u2
AMOUNT DUE TO A DIRECTOR (Tables)
9 Months Ended
Apr. 30, 2024
Related Party Transactions [Abstract]  
SCHEDULE OF AMOUNT DUE TO A DIRECTOR

 

  

As of

April 30, 2024

  

As of

July 31, 2023

 
Amount due to a director  $66,903   $40,405 
v3.24.1.1.u2
OTHER ACCRUALS (Tables)
9 Months Ended
Apr. 30, 2024
Payables and Accruals [Abstract]  
SCHEDULE OF OTHER ACCRUALS

As of April 30, 2024 and July 31, 2023, accrued liabilities consist of following:

 

   

As of

April 30, 2024

   

As of

July 31, 2023

 
Accrued expenses   $ 3,200       9,300  
Total other accruals   $ 3,200     $ 9,300  
v3.24.1.1.u2
INCOME TAX (Tables)
9 Months Ended
Apr. 30, 2024
Income Tax Disclosure [Abstract]  
SCHEDULE OF LOSS FROM OPERATION BEFORE INCOME TAX

The loss from operation before income tax of the Company for the nine months ended April 30, 2024 and 2023 was comprised of the following:

 

           
  

For the Nine Months Ended

April 30

 
         
   2024   2023 
Tax jurisdictions from:          
– Local  $(32,499)  $(14,559)
           
Loss from operation before income tax  $(32,499)  $(14,559)
SCHEDULE OF COMPONENTS OF AGGREGATE DEFERRED TAX ASSETS

The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of April 30, 2024 and July 31, 2023:

 

   As of   As of 
   April 30, 2024   July 31, 2023 
Deferred tax assets:          
           
Net operating loss carryforwards          
– United States of America  $6,825   $8,142 
Less: valuation allowance   (6,825)   (8,142)
Deferred tax assets  $-   $- 
v3.24.1.1.u2
CONCENTRATIONS OF RISK (Tables)
9 Months Ended
Apr. 30, 2024
Risks and Uncertainties [Abstract]  
SCHEDULE OF CONCENTRATION OF RISK

 

   For the three months ended April 30 
   2024   2023   2024   2023   2024   2023 
   Revenue  

Percentage

of Revenue

  

Accounts

receivable

 
                         
Customer A  $4,942   $4,992    100%   100%  $-   $4,992 
Total  $4,942   $4,992    100%   100%  $-   $4,992 

 

For the nine months ended April 30, 2024 and 2023, for the customer who accounted for 10% or more of the Company’s revenues and its accounts receivable balance at period-end are presented as follows:

 

   For the nine months ended April 30 
   2024   2023   2024   2023   2024   2023 
   Revenue  

Percentage

of Revenue

  

Accounts

receivable

 
                         
Customer A  $4,942   $9,992    30%   100%  $-   $4,992 
Customer B  $5,100    -    31%   -    -    - 
Customer C  $6,516    -    39%   -    -    - 
Total  $16,558   $9,992    100%   100%  $-   $4,992 

 

Supplier Concentration

 

For the three months ended April 30, 2024 and 2023, there was one supplier who accounted for 100% of the Company’s cost of revenue.

 

For the three months ended April 30, 2024 and 2023, the Company has no accounts payable from the supplier.

 

   For the three months ended April 30 
   2024   2023   2024   2023   2024   2023 
   Cost of revenue  

Percentage of

Cost of revenue

  

Accounts

payable

 
                         
Vendor A  $2,532   $2,621    100%   100%   -    - 
Total  $2,532   $2,621    100%   100%   -    - 

 

For the nine months ended April 30, 2024 and 2023, for the supplier who accounted for 10% or more of the Company’s cost of revenue and its accounts payable balance at period-end are presented as follows:

 

   For the nine months ended April 30 
   2024   2023   2024   2023   2024   2023 
   Cost of revenue  

Percentage of

Cost of revenue

  

Accounts

payable

 
                         
Vendor A  $8,461   $-    100%   -%   -    - 
Vendor B  $-   $4,913    -%   100%   -    - 
Total  $8,461   $4,913    100%   100%   -    - 
v3.24.1.1.u2
SEGMENT REPORTING (Tables)
9 Months Ended
Apr. 30, 2024
Segment Reporting [Abstract]  
SCHEDULE OF SEGMENT REPORTING

 

By Business Unit  Apparel & Garment Trading Business   Total 
  

For the Nine Months Ended and

As of April 30, 2024

 
By Business Unit  Apparel & Garment Trading Business   Total 
Revenue  $16,558   $16,558 
           
Cost of revenue   (8,461)   (8,461)
General and administrative expenses   (40,596)   (40,596)
           
Loss from operations   (32,499)   (32,499)
           
Total assets  $30,934  $30,934
Capital expenditure  $-   $- 

 

By Business Unit  Apparel & Garment Trading Business   Total 
  

For the Nine Months Ended and

As of April 30, 2023

 
By Business Unit  Apparel & Garment Trading Business   Total 
Revenue  $9,992   $9,992 
           
Cost of revenue   (4,913)   (4,913)
General and administrative expenses   (19,638)   (19,638)
           
Loss from operations   (14,559)   (14,559)
           
Total assets  $19,272   $19,272 
Capital expenditure  $-   $- 

 

 

By Country  Non-United States   Total 
  

For the Nine Months Ended and

As of April 30, 2024

 
By Country  Non-United States   Total 
Revenue  $16,558   $16,558 
           
Cost of revenue   (8,461)   (8,461)
General and administrative expenses   (40,596)   (40,596)
           
Loss from operations   (32,499)   (32,499)
           
Total assets  $30,934  $30,934
Capital expenditure  $-   $- 

 

By Country  Non-United States   Total 
  

For the Nine Months Ended and

As of April 30, 2023

 
By Country  Non-United States   Total 
Revenue  $9,992   $9,992 
           
Cost of revenue   (4,913)   (4,913)
General and administrative expenses   (19,638)   (19,638)
           
Loss from operations   (14,559)   (14,559)
           
Total assets  $19,272   $19,272 
Capital expenditure  $-   $- 
v3.24.1.1.u2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
3 Months Ended 9 Months Ended
Apr. 30, 2024
Jan. 31, 2024
Oct. 31, 2023
Apr. 30, 2023
Jan. 31, 2023
Oct. 31, 2022
Apr. 30, 2024
Apr. 30, 2023
Jul. 31, 2023
Jul. 31, 2022
Accounting Policies [Abstract]                    
Net loss $ 4,472 $ 2,160 $ 25,867 $ 2,806 $ 6,808 $ 4,945 $ 32,499 $ 14,559    
Working capital 39,169           39,169      
Shareholders deficits $ 39,169 $ 34,697 $ 32,537 $ 27,533 $ 24,727 $ 17,919 $ 39,169 $ 27,533 $ 6,670 $ 12,974
U.S. federal corporate income tax rate             21.00%      
v3.24.1.1.u2
SCHEDULE OF INVENTORIES (Details) - USD ($)
Apr. 30, 2024
Jul. 31, 2023
Inventory Disclosure [Abstract]    
Finished goods $ 4,994 $ 3,405
Total inventories $ 4,994 $ 3,405
v3.24.1.1.u2
SCHEDULE OF PREPAYMENT (Details) - USD ($)
Apr. 30, 2024
Jul. 31, 2023
Schedule Of Prepayment    
Other professional fee $ 562 $ 3,933
Total prepayment $ 562 $ 3,933
v3.24.1.1.u2
SCHEDULE OF AMOUNT DUE TO A DIRECTOR (Details) - USD ($)
Apr. 30, 2024
Jul. 31, 2023
Related Party Transaction [Line Items]    
Amount due to a director $ 66,903 $ 40,405
Director [Member]    
Related Party Transaction [Line Items]    
Amount due to a director $ 66,903 $ 40,405
v3.24.1.1.u2
AMOUNT DUE TO A DIRECTOR (Details Narrative) - USD ($)
Apr. 30, 2024
Jul. 31, 2023
Related Party Transaction [Line Items]    
Amount due to a director $ 66,903 $ 40,405
Director [Member]    
Related Party Transaction [Line Items]    
Amount due to a director $ 66,903 $ 40,405
v3.24.1.1.u2
SCHEDULE OF OTHER ACCRUALS (Details) - USD ($)
Apr. 30, 2024
Jul. 31, 2023
Payables and Accruals [Abstract]    
Total other accruals $ 3,200 $ 9,300
v3.24.1.1.u2
SHAREHOLDERS’ EQUITY (Details Narrative) - shares
Apr. 30, 2024
Jul. 31, 2023
Equity [Abstract]    
Common stock, shares issued 5,500,000 5,500,000
Common stock, shares outstanding 5,500,000 5,500,000
Common stock, shares authorized 75,000,000 75,000,000
v3.24.1.1.u2
SCHEDULE OF LOSS FROM OPERATION BEFORE INCOME TAX (Details) - USD ($)
3 Months Ended 9 Months Ended
Apr. 30, 2024
Apr. 30, 2023
Apr. 30, 2024
Apr. 30, 2023
Income Tax Disclosure [Abstract]        
– Local     $ (32,499) $ (14,559)
LOSS BEFORE INCOME TAX $ (4,472) $ (2,806) $ (32,499) $ (14,559)
v3.24.1.1.u2
SCHEDULE OF COMPONENTS OF AGGREGATE DEFERRED TAX ASSETS (Details) - USD ($)
Apr. 30, 2024
Jul. 31, 2023
Net operating loss carryforwards    
– United States of America $ 6,825 $ 8,142
Less: valuation allowance (6,825) (8,142)
Deferred tax assets
v3.24.1.1.u2
INCOME TAX (Details Narrative) - USD ($)
9 Months Ended
Apr. 30, 2024
Jul. 31, 2023
Income Tax Disclosure [Abstract]    
Statutory corporate tax rate 21.00%  
Cumulative net operating loss $ 32,499  
Carryforwards limitations on use The NOL carryforwards begin to expire in 2043  
Deferred tax assets valuation allowance $ 6,825 $ 8,142
v3.24.1.1.u2
SCHEDULE OF CONCENTRATION OF RISK (Details) - USD ($)
3 Months Ended 9 Months Ended
Apr. 30, 2024
Apr. 30, 2023
Apr. 30, 2024
Apr. 30, 2023
Jul. 31, 2023
Concentration Risk [Line Items]          
Revenues $ 4,942 $ 4,992 $ 16,558 $ 9,992  
Percentage of cost of revenue 100.00% 100.00% 100.00% 100.00%  
Accounts receivable $ 4,992 $ 4,992 $ 6,954
Cost of revenue 2,532 2,621 8,461 4,913  
Accounts payable, trade  
Accounts Payable [Member] | Supplier Concentration Risk [Member] | Vendor A [Member]          
Concentration Risk [Line Items]          
Accounts payable, trade  
Accounts Payable [Member] | Supplier Concentration Risk [Member] | Vendor B [Member]          
Concentration Risk [Line Items]          
Accounts payable, trade  
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Vendor A [Member]          
Concentration Risk [Line Items]          
Percentage of cost of revenue     100.00%  
Cost of revenue     $ 8,461  
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Vendor B [Member]          
Concentration Risk [Line Items]          
Percentage of cost of revenue     100.00%  
Cost of revenue     $ 4,913  
Customer A [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member]          
Concentration Risk [Line Items]          
Revenues $ 4,942 $ 4,992 $ 4,942 $ 9,992  
Percentage of cost of revenue 100.00% 100.00% 30.00% 100.00%  
Customer A [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member]          
Concentration Risk [Line Items]          
Accounts receivable $ 4,992 $ 4,992  
Customer B [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member]          
Concentration Risk [Line Items]          
Revenues     $ 5,100  
Percentage of cost of revenue     31.00%  
Customer B [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member]          
Concentration Risk [Line Items]          
Accounts receivable  
Customer C [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member]          
Concentration Risk [Line Items]          
Revenues     $ 6,516  
Percentage of cost of revenue     39.00%  
Customer C [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member]          
Concentration Risk [Line Items]          
Accounts receivable  
Vendor A [Member] | Cost Of Revenue [Member] | Supplier Concentration Risk [Member]          
Concentration Risk [Line Items]          
Percentage of cost of revenue 100.00% 100.00%      
Cost of revenue $ 2,532 $ 2,621      
Vendor A [Member] | Accounts Payable [Member] | Supplier Concentration Risk [Member]          
Concentration Risk [Line Items]          
Accounts payable, trade  
v3.24.1.1.u2
CONCENTRATIONS OF RISK (Details Narrative) - USD ($)
3 Months Ended 9 Months Ended
Apr. 30, 2024
Apr. 30, 2023
Apr. 30, 2024
Apr. 30, 2023
Jul. 31, 2023
Concentration Risk [Line Items]          
Concentration risk percentage 100.00% 100.00% 100.00% 100.00%  
Accounts receivable $ 4,992 $ 4,992 $ 6,954
Accounts payable  
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | One Supplier [Member]          
Concentration Risk [Line Items]          
Concentration risk percentage 100.00% 100.00%      
Customer One [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member]          
Concentration Risk [Line Items]          
Concentration risk percentage 100.00% 100.00%      
Accounts receivable $ 4,992 $ 4,992  
v3.24.1.1.u2
SCHEDULE OF SEGMENT REPORTING (Details) - USD ($)
3 Months Ended 9 Months Ended
Apr. 30, 2024
Apr. 30, 2023
Apr. 30, 2024
Apr. 30, 2023
Jul. 31, 2023
Segment Reporting Information [Line Items]          
Revenue $ 4,942 $ 4,992 $ 16,558 $ 9,992  
Cost of revenue (2,532) (2,621) (8,461) (4,913)  
General and administrative expenses (6,882) (5,177) (40,596) (19,638)  
Loss from operations (4,472) (2,806) (32,499) (14,559)  
Total assets 30,934 19,272 30,934 19,272 $ 43,035
Capital expenditure      
Non-US [Member]          
Segment Reporting Information [Line Items]          
Revenue     16,558 9,992  
Cost of revenue     (8,461) (4,913)  
General and administrative expenses     (40,596) (19,638)  
Loss from operations     (32,499) (14,559)  
Total assets 30,934 19,272 30,934 19,272  
Capital expenditure      
Apparel & Garment Trading Business [Member]          
Segment Reporting Information [Line Items]          
Revenue     16,558 9,992  
Cost of revenue     (8,461) (4,913)  
General and administrative expenses     (40,596) (19,638)  
Loss from operations     (32,499) (14,559)  
Total assets $ 30,934 $ 19,272 30,934 19,272  
Capital expenditure      
v3.24.1.1.u2
SEGMENT REPORTING (Details Narrative)
9 Months Ended
Apr. 30, 2024
Segment
Segment Reporting [Abstract]  
Number of reportable segments 1

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