UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of January 2025

 

Commission File Number: 001-41407

 

TOP FINANCIAL GROUP LIMITED

(Translation of registrant’s name into English)

 

118 Connaught Road West

Room 1101

Hong Kong

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒      Form 40-F ☐

 

 

 

 

 

  

Exhibit Index

 

Exhibit No.   Description
99.1   Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Six Months Ended September 30, 2024 and 2023
99.2   Unaudited Interim Condensed Consolidated Financial Statements for the Six Months Ended September 30, 2024 and 2023
101.INS*   Inline XBRL Instance Document.
101.SCH*   Inline XBRL Taxonomy Extension Schema Document.
101.CAL*   Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*   Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*   Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE*   Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

1

 

 

SIGNATURES

 

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

 

Date: January 27, 2025 TOP FINANCIAL GROUP LIMITED
     
  By: /s/ Ka Fai Yuen
  Name:  Ka Fai Yuen
  Title: Chief Executive Officer

 

 

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Exhibit 99.1

 

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

IN CONNECTION WITH THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

 

The information in this report contains forward-looking statements. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the related notes included elsewhere and incorporated by reference in this report. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. See “Disclosure Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks, and assumptions associated with these statements. Actual results and the timing of events could differ materially from those discussed in our forward-looking statements as a result of many factors. 

 

Except where the context otherwise requires, for purposes of this report, the term:

 

“Operating Subsidiaries” refers to WIN100 TECH, WIN100 WEALTH, ZYCL and ZYSL;
   
“TFGL”, “TOP”, the “Company”, “we,” “us,” “or “our” refers to TOP Financial Group Limited, a Cayman Islands exempted company, and, in the context of describing its operation and business, its subsidiaries;
   
“TOP 500” refers to TOP 500 SEC PTY LTD, a company formed under the laws of Australia;
   
“TOP ASSET MANAGEMENT” refers to TOP ASSET MANAGEMENT PTE.LTD., a company formed under the laws of Singapore;
   
“TOP FINANCIAL” refers to TOP FINANCIAL PTE.LTD., a company formed under the laws of Singapore
   
“WIN100 TECH” refers to WIN100 TECH Limited, a company incorporated under the laws of British Virgin Islands;
   
  “WIN100 MANAGEMENT” refer to WIN100 MANAGEMENT LIMITED, a company incorporated under the laws of the British Virgin Islands;
     
“WIN100 WEALTH” refers to WIN100 WEALTH LIMITED, a company incorporated under the laws of the British Virgin Islands;
   
“WINRICH” refers to WINRICH FINANCE LIMITED, a company incorporated under the laws of the Hong Kong;
   
“ZYAL BVI” refers to ZYAL (BVI) Limited, a company incorporated under the laws of British Virgin Islands;
   
“ZYCL” refers to Zhong Yang Capital Limited, a company with limited liability under the laws of Hong Kong;
   
“ZYCL BVI” refers to ZYCL (BVI) Limited, a company incorporated under the laws of British Virgin Islands;
   
“ZYFL (BVI)” refers to ZYFL (BVI) Limited, a company incorporated under the laws of the British Virgin Islands;
   
“ZYIL (BVI)” refers to ZYIL (BVI) Limited, a company incorporated under the laws of the British Virgin Islands;
   
“ZYNL (BVI)” refers to ZYNL (BVI) Limited, a company incorporated under the laws of British Virgin Islands;
   
“ZYPL (BVI)” refers to ZYPL (BVI) Limited, a company incorporated under the laws of British Virgin Islands;
   
“ZYSL” refers to Zhong Yang Securities Limited, a company with limited liability under the laws of Hong Kong;
   
“ZYSL (BVI)” refers to ZYSL (BVI) Limited, a company incorporated under the laws of British Virgin Islands;
   
“ZYTL (BVI)” refers to ZYTL (BVI) Limited, a company incorporated under the laws of British Virgin Islands; and
   
“ZYXL (BVI)” refers to ZYXL (BVI) Limited, a company incorporated under the laws of British Virgin Islands

 

 

 

 

Overview

 

We, through our Operating Subsidiaries, are an online provider of securities and futures trading services founded in Hong Kong by a group of experienced professionals and talents. Our goal is to become the preferred trading platform for Asian investors worldwide. We enable our customers to trade on renowned stock and futures exchanges around the world, including the Chicago Mercantile Exchange (“CME”), Hong Kong Futures Exchange (“HKFE”), The New York Mercantile Exchange (“NYMEX”), The Chicago Board of Trade (“CBOT”), The Commodity Exchange (“COMEX”), Eurex Exchange (“EUREX”), ICE Clear Europe Limited (“ICEU”), Singapore Exchange (“SGX”), Australia Securities Exchange (“ASX”), Bursa Malaysia Derivatives Berhad (“BMD”), and Osaka Exchange (“OSE”). We create value for our customers by providing reliable trading platforms, a user-friendly web and app interface, and 24-hour seamless customer support. Our Operating Subsidiaries generate revenues primarily by charging commission fees on futures transactions at a flat rate for each futures transaction contract and trading solution services fees charged at a fixed rate per transaction with a minimum monthly fee. Currently our customers are mainly high volume and frequency trading institutional and individual investors. We launched over-the-counter (OTC) derivatives business and loan business in the year of 2024. For the six months ended September 30, 2024, we earned income of USD$0.1 million and USD$0.3 million from OTC derivatives business and loan business, respectively.

 

Our revenues were US$1.8 million and US$7.1 million for the six months ended September 30, 2024 and 2023, respectively. We, through our Operating Subsidiaries, incurred net loss of US$0.5 million and net income of US$3.7 million for the six months ended September 30, 2024 and 2023, respectively. The net loss for the six months ended September 30, 2024 was primarily affected by a decrease in revenues as a result of the slow-down of the economy in Hong Kong and an increase in expenditures for our newly acquired subsidiaries in Australia and Singapore. Our management has anticipated the slow-down economy. To mitigate the macroeconomic risks, our management acquired subsidiaries in Singapore and Australia to diversify our business. We expect that our expenditures on the subsidiaries will produce the Company with ideal returns in the future.

 

We plan to keep our business growing by expanding our customer base to include retail investors of a wider range of wealth within the Asian communities across the globe, by increasing the products we offer to include securities and futures from a larger number of stock exchanges, and by offering services such as asset management and contract for difference (“CFD”) products.

 

Recent Developments

 

On October 4, 2024, the Board of the Company approved the reclassification and redesignation of ordinary shares and adoption of a dual-class share capital structure. The details are as follows:

 

(i)reclassify all ordinary shares of the Company issued and outstanding into class A ordinary shares of the Company with a par value of US$0.001 each (the “Class A Ordinary Shares”) with one (1) vote per share and with other rights attached to such shares as set forth in the second amended and restated memorandum and articles of association of the Company (the “M&A”) on a one for one basis;
   
(ii)redesignate 10,000,000 authorized but unissued ordinary shares of the Company into10,000,000 class B ordinary shares of the Company with a par value of US$0.001 each (the “Class B Ordinary Shares”) with fifty (50) votes per share and with other rights attached to it in the M&A on a one for one basis; and
   
(iii)redesignate the remaining authorized but unissued ordinary shares of the Company into Class A Ordinary Shares on a one for one basis.

 

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A. Operating Results.

 

Factors Affecting Our Results of Operations

 

Our business and operating results are influenced by general factors that affect the online securities and futures brokerage industry focusing on Southeast Asian investors, including economic and political conditions, the evolving needs of investors, changes in trading volume, changes in demand for online trading, changes in wealth and availability of funds of our target customers, and regulatory changes governing the online brokerage industry. In addition, the following company-specific factors can directly affect our results of operations materially:

 

Our ability to retain existing customers and attract new customers in a cost-effective manner

 

We consider customer churn rate to be an important indicator of our attractiveness to customers. Our total registered customer number increased from 329 as of March 31, 2024 to 343 as of September 30, 2024. In the six months ended September 30, 2024, we had 14 revenue-generating accounts in total, including 12 accounts for futures trading, 14 accounts for securities trading, nil accounts for structured notes subscriber services, and nil accounts for trading solution services.  In the six months ended September 30, 2023, we had 46 revenue-generating accounts in total, including 8 accounts for futures trading, 29 accounts for securities trading, nil accounts for structured notes subscriber services, and 9 accounts for trading solution services. 

 

Our top five customers accounted for 37% and 35% of our total revenues for the six months ended September 30, 2024 and 2023, respectively. Our customers are mainly sourced by referral through our shareholders’ expansive and expanding social and professional networks of high-net-worth individuals. Currently, we have not incurred significant spending on marketing activities. To expand our business, we aim to diversify our customer base by attracting smaller retail customers who we can charge higher commission rates. We expect to incur expenses in our promotional efforts through different online and offline media channels to increase the number of customer accounts, which can potentially lead to trading volume and revenues.

 

We currently pursue a niche market strategy in Hong Kong. We established two subsidiaries in Singapore during 2022 and planned to expand to Southeast Asia as the first step in achieving the final goal of becoming the preferred online trading platforms for Asian investors worldwide, including in the United States. As a relatively young firm new to the market, although we face competition from bigger, better capitalized, and well established companies, including other trading firms and banking institutions, our ability to understand and meet our target customers’ needs, coupled with our strong client relationships, allow us to rise to the challenge. Our ability to continuously provide our customers with low-latency trading platforms and high quality services at competitive prices and the outcome of our advertising and marketing activities will affect whether we can retain our existing customers and attract new customers.

  

Our ability to earn commissions from brokerage services

 

We charge commission fees for the brokerage services we offer. Our ability to earn commission fees and interest income largely depends on the number of customers on our trading platforms and their trading volume and the commission rates we charge.

 

It has become increasingly common for online trading platforms to offer free brokerage services. As a provider of brokerage services on chargeable-only trading platforms, we are confident that we can differentiate ourselves from our competitors, as we offer low-latency trading platforms, a wide range of products from multiple exchanges, and quality customer services, and we maintain good relationships with our customers. Rather than prioritizing cost saving, most of our customers are professional customers seeking quality trading platforms to execute their orders timely and accurately.

 

We anticipate a future possibility of having to lower our commission rates in order to remain competitive, but we believe that a larger trading volume would make up for the effects of lowered commission rates on our revenues. We also plan to develop new sources of income from asset management and contract for difference (“CFD”) products and services, as we have seen the demand for these services by our customers.

 

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Our ability to effectively improve technology infrastructure

 

Our technological infrastructure and compliance capabilities are critical for us to offer high quality products and services as well as to retain and attract users and customers. They also enable us to facilitate secure, fast and cost-efficient financial transactions on our platform. We must continue to upgrade and expand our technological infrastructure and to strengthen our compliance system to keep pace with the growth of our business and to develop new features and services for our users and customers. With the continuous improvement of our technological infrastructure and compliance capabilities, we are able to serve more consolidated accounts. We also expect cash segregated for regulatory purposes and payables due to customers on our balance sheet to increase significantly as a result of such growth. We intend to invest more resources on customer verification, record keeping, compliance and trading-related functions for consolidated accounts. Our ability to serve more consolidated accounts depends on, among other things, our ability to support all aspects of customer verification, record keeping and compliance functions using our technology and human resources.

 

Our ability to develop a diverse customer base and offer new and innovative products and services

 

Historically, we have generated a significant portion of our revenues through the provision of online brokerage services including commissions for execution of trades and interest income. Key success factors of the online brokerage industry include expansion of products and services that add value to customers, acquisition of licenses in different jurisdictions and enhancement of user experience. To this end, we intend to continue strengthening the innovation, security, efficiency and effectiveness of our brokerage services, including our user-friendly interface, comprehensive functionalities and customer service capabilities. Particularly, we intend to expand our service offerings to contract for difference (“CFD”) trading and increase the proportion of revenues generated from them.

 

We also plan to continue integrating value-added services, including asset management services to increase revenues streams. Our ability to maintain and attract new customers principally depends on the quality of our products and services as well as our brand equity. We expect our operating cost and expenses to continue to increase as we provide more innovative and effective products and services.

 

Contract for Difference (“CFD”)

 

We are preparing the launch of CFD products and services in the year of 2025. We expect to generate CFD trading revenues from (i) commissions, (ii) bid/offer spreads, (iii) difference in interest rates. In particular, we plan to:

 

i).charge commissions for all CFD transactions. The amount of commissions we charge is largely based on the trading volume, with commission rates varying between US$2.25 to US$50 per lot, based on the per-lot value and the type of product traded, as well as discounts offered to different clients.

 

ii).mark up the bid/offer spreads for CFD products on top of the prices offered by our clients, exchanges or third-party market makers, as the case may be. Our price mark-ups over the price offered by an exchange vary depending on the underlying product.

 

iii).automatically roll-over currency positions each day and provide either a credit or debit for the interest rate difference between the two currencies in the pairs being held. The clients’ debits are our gains.

 

Asset Management Services

 

Based on our clients’ different needs, we plan to provide personalized investment strategies to optimize their asset allocations. Our clients can purchase a wide variety of investment portfolios, which include assets such as stocks, bonds, ETFs, investment funds and derivatives. We charge management fees based on their assets under management as well as commissions for certain transactions.

 

Our ability to provide stable and low-latency trading platforms to our customers

 

As an online brokerage service provider, we attract new customers and retain our existing customers by providing them with stable and low-latency trading platforms. Especially when the market is volatile and high trade volume is expected, we are able to avoid delays in execution of customers’ trading orders and assist the customers to accomplish their investment plan.

 

4

 

 

Our plan to maintain our quality trading platform involves keeping our system hardware and software up to date, conducting regular stress tests, and providing IT training to our staff. We also plan to have regular meetings with our network provider to ensure the stability of internet services in support of our trading platform. We have implemented emergency backup plan in case of system failure. Our backup system is able to support our customers’ trading activities until the core system is fixed. Our stable and low-latency trading platforms are a core part of our strength, and we are committed to continue our efforts in maintaining the reliability and efficiency of our trading platforms.

 

Our ability to meet the regulatory requirements to provide brokerage, margin financing and asset management services in Hong Kong

 

Brokerage services, margin financing and asset management are highly regulated in Hong Kong. While our operations are mainly located in Hong Kong, we are inevitably subject to the relevant laws and regulations, in particular, the Securities and Futures Ordinance (Cap. 571) (“SFO”), under the supervision of the Securities and Futures Commission of Hong Kong (“HKSFC”). Pursuant to the SFO, we have to comply with all application provisions concerning statutory obligations such as maintenance of minimum capital adequacy, specific regulatory reporting, and availability of responsible officers.

 

We monitor our capital level on daily basis so as to fulfill the statutory requirements. Before making a significant movement of our cash, we will estimate the effect of sub activity on our capital level and make sure to remain compliant with the regulations. Accordingly, we also have statutory obligations to report to the authority on monthly basis about our capital level maintained at the end of the month and if any significant fluctuations occurred that we shall notify the authority.

  

Besides, as required by the SFO, there must be at least two responsible officers per regulated activity, who will supervise our regulated business and assume greater responsibilities over the SFO compliance. To maintain compliance, we have always maintained two to three experienced responsible officers for each regulated activity. To retain our responsible officers and stay compliant with the availability of responsible officers, we offer attractive remuneration packages and align their interests with the Company’s interests.

 

OTC Derivative Business

 

WIN100 Wealth Limited is an investment firm that issues and invests in financial products and also engaged in proprietary trading. In order to further expand the scope of business of the Company, since November 2023, WIN100 Wealth has engaged in the OTC Derivatives trading services business and considered to set the business as the major development focus for the year 2024. WIN100 Wealth entered into ISDA master agreements and related supplementary agreements with some of the top OTC Derivatives traders. When clients placed an order for OTC Derivatives trades on certain stock, we placed the same order back-to-back with the OTC Derivatives traders for execution and we also facilitate client’s OTC Derivatives trading when an offsetting transaction from another client is not available, we may choose to act as a principal (i.e. market maker) to trade with the client. This type of transactions gives the potential to generate significant revenues from trading profit if the market develops in favor of company’s position. The OTC Derivatives trading are short-term contracts between 1 to 3 months, around 80% are 1-month contracts and about 5-10% of premium of margin will be required to support the trade with counterparties. WIN100 Wealth anticipates the funding from the promissory note made with TFGL together with fundings from additional investors would sufficiently support $150,000,000 to $300,000,000 business activity. The cost of this new business is relatively low but will make a great contribution to profit.

 

Loan Business

 

Winrich is a licensed money lending company governed by the Money Lenders Ordinance in Hong Kong to carrying on business as a money lender. Since September 5, 2023, Winrich has engaged in the money lending business. According to the Money Lenders Ordinance, customers shall enter into agreement with Winrich in person and provide their personal information for the “know your client” purposes, or KYC. Winrich disbursed loans to customers for a fixed period and charged interest from the customers. The principal and interest are repayable upon the maturity of the loans. We recognized interest income using straight-line method over loan period.

 

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Key Components of Results of Operations

 

Revenues

 

Our revenues consist of commissions, trading solution services and other service revenues, trading gains, interest income, and others. The following table sets forth the breakdown of our total revenues, both in absolute amount and as a percentage of our total revenues, for the periods indicated:

 

   For the Six Months Ended September 30, 
   2024   2023 
   US$   %   US$   % 
Revenues:                
Futures brokerage commissions   968,213    52.5    2,330,723    32.6 
Trading solution services fees   429,215    23.3    1,691,441    23.7 
Trading gains from OTC derivative business   145,579    7.9    -    0.0 
Interest income from loan business   313,868    17.0    -    0.0 
Other service revenues   38,534    2.1    239,503    3.4 
Trading gains (losses)   (631,570)   (34.3)   2,252,043    31.5 
Interest income and others   579,266    31.5    635,610    8.8 
Total revenues   1,843,105    100.0    7,149,320    100.0 

 

Futures brokerage commissions

 

Futures brokerage commissions represent commission income on futures broking that are charged at a fixed rate for each transaction our customers executed through our online trading platforms, all of which are under the consolidated accounts where the customer information is not disclosed to the third-party brokers. We receive commissions from customers and pay the execution and clearing fees to our clearing brokers. The fixed rates applied to the customers vary depending on the type of customer, the type of transaction, the trading method, and the trade volume from the particular customer. Commissions from futures broking comprise most of our revenues, at 52.5% and 32.6% of the total revenues for the six months ended September 30, 2024 and 2023, respectively.

 

Trading solution services fees

 

Since 2021, we’ve provided trading solution services to customers (including individuals, proprietary trading companies or brokerage companies) for their trading on derivatives, equity, CFD and financial products, through our internally developed proprietary investment management software. We provide a variety of functions suitable for front-end transaction executions and back-office settlement operations. We charge each customer a fixed amount of initial installation fee and the monthly service fee based on a fixed rate per transaction executed on the platform with a minimum monthly fee. Trading solution services fees accounted for 23.3% and 23.7%, respectively, of total revenues during the six months ended September 30, 2024 and 2023.

 

Trading gains from OTC derivative business

 

In November 2023, we launched our OTC derivative business. We subscribed for 50% of the structured note portfolio. According to the agreements among us and other holders of structured notes, (i) in the event the portfolio makes gains and declares distribution of dividends from the portfolio, the Company is entitled to 20% of dividends, (ii) in the event the portfolio suffers losses, the other 50% holders of structured notes shall bear the losses until the net assets of the portfolio reached 65% of total subscription amount, additional deposit call from the other 50% holders may be triggered, and (iii) in the event the net assets of portfolio is below 55% of subscription amount with no additional deposit being replenish the portfolio is terminated. For the six months ended September 30, 2024, we recognized trading gains from OTC derivatives business of USD$0.1 million, accounting for 7.9% of total revenues.

 

Interest income from loan business

 

In 2024, we launched the loan business to third party customers. The business was approved by the Hong Kong Licensing Court under the Money Lenders Ordinance. The Company disbursed loans to customers for a fixed period and charged interests from the customers. The principal and interest are repayable upon the maturity of the loans. We recognized interest income using straight-line method over loan period. For the six months ended September 30, 2024, we recognized interest income of USD$0.3 million from loan business, accounting for 17.0% of total revenues.

 

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Other service revenues

 

Other service revenues represent the revenues generated from rendering other financial services including securities brokerage, consulting services, and currency exchange services. We generally receive subscription fees calculated with reference to the amount subscribed by our clients of the structured products. For the six months ended September 30, 2024 and 2023, other service revenues accounted for 2.1% and 3.4% of total revenues, respectively.

 

Trading gains (losses)

 

We began proprietary trading in US stocks in March 2020 and trading in HK stocks in January 2021. The trading gains (losses) mainly consist of realized and unrealized gains and losses from investment in US stocks, which are included in Securities owned, at fair value. Trading gains comprise negative 34.3% and positive 31.5% of total revenues for the six months ended September 30, 2024 and 2023, respectively.

 

Interest income and others

 

During the six months ended September 30, 2024, interest income comprised of $0.2 million earned from our clients who traded US stocks and $0.4 million earned on bank deposits.

 

For the six months ended September 30, 2023, the interest income comprised of $0.1 million charged on loans made to a third party, $0.2 million charged on our clients who traded US stocks, and $0.3 million earned on bank deposits.

 

Expenses

 

The following table sets forth our operating cost and expenses, both in absolute amount and as a percentage of total revenues, for the years indicated:

 

   For the Six Months Ended September 30, 
   2024   2023 
   US$   %   US$   % 
Expenses:                
Commission expenses   642,733    28.0    1,521,942    42.8 
Compensation and benefits   865,590    37.7    622,908    17.5 
Communications and technology   349,507    15.2    376,109    10.6 
Occupancy   63,628    2.8    70,531    2.0 
Travel and business development   38,497    1.7    85,156    2.4 
Professional fees   212,733    9.3    768,626    21.6 
Other administrative expenses   120,888    5.3    112,337    3.2 
Total expenses   2,293,526    100.0    3,557,609    100.0 

 

Commission expenses 

 

Commission expenses represent the fees we paid to our broker partners, when we place a client order to an exchange market through these partners. We expect that our commission expenses will increase in absolute amount as we expand our brokerage business and offer more products from securities and futures exchanges around the world. We place orders through broker partners except for orders to the Hong Kong Stock Exchange. Commission expenses accounted for 28.0% and 42.8% of our total operating expenses for the six months ended September 30, 2024 and 2023, respectively.

 

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Compensation and benefits

 

Compensation and benefits represent the salaries, performance based discretionary bonuses and contribution to retirement fund, and share-based compensation expenses to non-executive directors. Compensation and benefits expenses accounted for 37.7% and 17.5% of our total operating expenses for the six months ended September 30, 2024 and 2023, respectively.

 

Communications and technology

 

Communications and technology expenses represent fees we paid for the use of third party electronic trading systems, including an online stock trading system, an online futures trading system, and another futures trading system that was a one-time incidental cost pursuant to a customer’s special request, as well as the outsourced trading solution support services. Communications and technology expenses accounted for 15.2% and 10.6% of our total operating expenses for the six months ended September 30, 2024 and 2023, respectively.

 

Occupancy

 

Occupancy expenses are the rental expenses we paid for our office premises, which accounted for around 2.8% and 2.0% of our total operating expenses for the six months ended September 30, 2024 and 2023, respectively.

 

Travel and business development, Professional fees and Other administrative expenses

 

Travel and business development expenses include overseas and local travelling, and the entertainment expenses. Professional fees are mainly the service fees for auditing, consulting, legal, and other professional services which are needed during the ordinary course of our business operation. Other administrative expenses primarily consist of fees paid to the Stock Exchange of Hong Kong and Chicago Mercantile Exchange, business entertainment expenses, exchange difference, depreciation expense, finance costs and other miscellaneous expenses such as utilities. All of these expenses accounted for 16.3% and 27.2% of our total operating expenses for the six months ended September 30, 2024 and 2023, respectively.

 

Taxation

 

Cayman Islands and British Virgin Islands

 

Under the current laws of the Cayman Islands and British Virgin Islands, we are not subject to tax on income or capital gains. Neither Cayman Islands nor British Virgin Islands withholding tax will be imposed upon payments of dividends to our shareholders.

 

Hong Kong

 

ZYSL, ZYCL and Winrich are incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. For the six months ended September 30, 2024 and 2023, Hong Kong profits tax is calculated in accordance with the two-tiered profits tax rates regime. The applicable tax rate for the first HKD 2 million of assessable profits is 8.25% and assessable profits above HKD 2 million will continue to be subject to the rate of 16.5% for corporations in Hong Kong, effective from the year of assessment 2018/2019. Before that, the applicable tax rate was 16.5% for corporations in Hong Kong. Under Hong Kong tax laws, ZYSL, ZYCL and Winrich are exempted from income tax on its foreign-derived income and there are no withholding taxes in Hong Kong on remittance of dividends.

 

Singapore

 

Top Fin and Top AM are incorporated in Singapore and are subject to Singapore Corporate Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Singapore tax laws. Top Fin and Top AM are subject to a flat rate of 17%.

 

Australia

 

Top 500 is incorporated in Australia and are subject to Australia Corporate Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Australian tax laws. Top 500 is subject to a reduced rate of 25% as a “small or medium business” company.

 

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Results of Operations

 

The following table sets forth a summary of our consolidated results of operations for the six months ended September 30, 2024 and 2023 as indicated and provides information regarding the dollar and percentage increase or (decrease) during such periods. This information should be read together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this report. The operating results in any period are not necessarily indicative of the results that may be expected for any future trends. 

 

   For the Six Months Ended September 30, 
   2024   2023 
Revenues        
Futures brokerage commissions  $968,213   $2,330,723 
Trading solution service revenues   429,215    1,691,441 
Trading gains from OTC business   145,579    - 
Interest income from loan business   313,868    - 
Other service revenues   38,534    239,503 
Trading gains (losses)   (631,570)   2,252,043 
Interest income and other   579,266    635,610 
Total revenues   1,843,105    7,149,320 
           
Expenses          
Commission expenses   642,733    1,521,942 
Compensation and benefits   865,590    622,908 
Communications and technology   349,507    376,109 
Occupancy   63,628    70,531 
Travel and business development   38,497    85,156 
Professional fees   212,733    768,626 
Other administrative expenses   120,838    112,337 
Total expenses   2,293,526    3,557,609 
           
(Loss) income before income taxes   (450,421)   3,591,711 
Income tax benefits   -    75,422 
Net (loss) income  $(450,421)  $3,667,133 

 

Revenues

 

Total revenues decreased by 74.2% from US$7.1 million in the six months ended September 30, 2023 to US$1.8 million in the six months ended September 30, 2024. The decrease was mainly driven by a decrease of US$1.4 million in futures brokerage service revenues, a decrease of US$1.3 million in trading solution services, and a change of US$2.9 million from trading gains into trading loss, offset by an increase of US$0.3 million in interest income from loan business.

 

Futures brokerage commissions – Futures brokerage commissions decreased by US$1.4 million, or 58.5%, from US$2.3 million for the six months ended September 30, 2023 to US$1.0 million for the six months ended September 30, 2024. The decrease in futures brokerage commissions was caused by a decrease in futures contract volume on our platform from 1.5 million for the six months ended September 30, 2023 to 0.5 million for the six months ended September 30, 2024 and a decrease in average commission rate over trading volumes from US$1.58 in the six months ended September 30, 2023 to US$1.8 for the same period of 2024.

 

Trading solution services fees – The Company commenced trading solution services for customers in May 2021. Trading solution service fees decreased by 74.6% from US$1.7 million for the six months ended September 30, 2023 to US$0.4 million for the six months ended September 30, 2024. The decrease was mainly because of decreased service requirements from our customers due to underperforming conditions in the Hong Kong stock market. For the six months ended September 30, 2024 and 2023, the Company generated revenues of US$0.4 million and US$1.7 million, respectively, from provision of trading solution services to six and nine customers, respectively.

 

9

 

 

Trading gains from OTC derivatives business – We launched the OTC derivative business in the second half of 2024. For the six months ended September 30, 2024, we recognized trading gains of US$0.1 million from the distribution of dividends from the structured note portfolio.

 

Interest income from loan business – We launched the loan business in the second half of 2024. We recognize interest income from the loan business using the straight-line method. For the six months ended September 30, 2024, we recognized interest income of $0.3 million from the loan business.

 

Trading gains (losses) – Trading gains (losses) were first recognized as proprietary trading business in March 2020. We had trading losses of US$0.6 million in the six months ended September 30, 2024 as compared to trading gains of US$2.3 million in the six months ended September 30, 2023, which was mainly driven by the market conditions of the US stock market.

 

Interest income and others – Interest income and others were stable at US$0.6 million for the six months ended September 30, 2024 and 2023.

 

Expenses

Commission expenses – Commission expenses decreased from US$1.5 million for the six months ended September 30, 2023 to US$0.6 million for the six months ended September 30, 2024. The decrease in commission expenses was in line with the decrease in commission income for the six months ended September 30, 2024 and 2023.

 

Compensation and benefits – Compensation and benefits increased by 39.0% from US$0.6 million in the six months ended September 30, 2023 to US$0.9 million in the six months ended September 30, 2024, which was mainly caused by increased headcount as we acquired Top 500 and established Top Fin & Top AM and employed staff in our Australia and Singapore offices.

 

Professional fees – Professional fees decreased by 72.3% from US$0.8 in the six months ended September 30, 2023 to US$0.2 million in the six months ended September 30, 2024. The decrease in professional fees was primarily due to less professional expense, such as legal and consulting, for the six months ended September 30, 2024.

 

(Loss) income before income taxes

 

We had a loss before income taxes of US$0.5 million and an income before income taxes of US$3.6 million in the six months ended September 30, 2024 and 2023, respectively. Our operating margin was negative 24.4% and 50.2% in the six months ended September 30, 2024 and 2023, respectively.

 

Income tax benefits (expense)

 

We did not record income tax expense for the six months ended September 30, 2024 as we generated net operating losses.

 

Our income tax benefits for the six months ended September 30, 2023 was US$75,422, which was primarily due to reversal of overestimated income tax expense in the six months ended September 30, 2023.

 

Net (loss) income

 

As a result of the foregoing, we had a net loss of US$0.5 million and a net income of US$3.7 million for the six months ended September 30, 2024 and 2023, respectively.

 

10

 

 

Discussion of Certain Balance Sheet Items

 

The following table sets forth selected information from our consolidated balance sheets as of September 30, 2024 and March 31, 2024. This information should be read together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this report.

 

   September 30,
2024
   March 31, 2024 
Assets        
Cash and cash equivalents  $12,708,722   $25,919,945 
Restricted cash   8,952,747    12,777,148 
Receivables from broker-dealers and clearing organizations   12,649,685    4,002,982 
Receivables from customers   3,923,517    3,510,142 
Loans receivable, net   13,810,305    4,654,635 
Loan receivable due from a related party, net   1,657,435    1,548,088 
Securities owned, at fair value   416,271    946,619 
Foreign currency forward contracts   272,824    468,919 
Fixed assets, net   445,704    458,503 
Intangible asset, net   64,356    63,890 
Right of use assets   261,359    59,689 
Long-term investments   3,504,204    2,004,204 
Available-for-sale investment   998,266    991,862 
Income tax recoverable   78,680    78,111 
Other assets   352,670    158,106 
Total assets  $60,096,745   $57,642,843 
           
Liabilities and shareholders’ equity          
Payable to customers  $19,349,833   $10,256,270 
Payable to holders of structured notes   -    6,139,179 
Accrued expenses and other liabilities   566,853    651,663 
Lease liabilities   263,546    64,826 
Total liabilities  $20,180,232   $17,111,938 

 

Cash, cash equivalents and restricted cash

 

Cash and cash equivalents consist of funds deposited with banks, which are highly liquid and are unrestricted as to withdrawal or use. Restricted cash mainly represents (i) bank deposits made to an investment bank for OTC derivative business, and (ii) the amount of cash deposited by our customers that have been segregated as obligated by the rules mandated by the primary regulators of our certain subsidiaries. A corresponding payable due to customers is recorded upon receipt of the cash from the customer.

 

The total balance of cash, cash equivalents, and restricted cash increased from US$38.7 million as of March 31, 2024 to US$21.7 million as of September 30, 2024, primarily as a result of net cash of US$8.2 million used in operating activities and net cash of US$8.5 million used in investing activities.

 

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Loans receivable

 

As of September 30, 2024 and March 31, 2024, loans receivable consisted of the following:

  

   September 30,
2024
   March 31,
2024
 
   (unaudited)     
Receivable due from customers holding US stocks (i)  $2,099,930   $519,311 
Less: allowance for expected credit loss on receivable due from customers holding US stocks   (11,322)   (11,240)
    2,088,608    508,071 
Loans receivable (ii)   11,721,697    4,146,564 
   $13,810,305   $4,654,635 

 

  (i) The balance due from customers holding US stocks represented the purchase price of stock exceeding the deposits paid by customers which traded these US stocks through the Company’s platform. The US stocks were under custody of the Company, and the customers shall fully pay the balance to the Company before they sell these stocks. As of September 30, 2024 and March 31, 2024, the Company had allowance for expected credit loss of $11,322 and $11,240, respectively, against the receivables due from these customers because the fair value of the stocks were below the receivables due from the customers.

 

  (ii) Since the second half of the year ended March 31, 2024, the Company launched the loan business, which was approved by Hong Kong Licensing Court under the Money Lenders Ordinance. The Company disbursed loans to customers for a fixed period and charged interests from the customers. The principal and interest are repayable upon the maturity of the loans. As of September 30, 2024, the loans receivable were comprised of principal of $11,301,556 and interest of $420,141, respectively. As of March 31, 2024, the loans receivable were comprised of principal of $4,026,819 and interest of $119,745, respectively.

 

For the six months ended September 30, 2024, the Company recognized interest income of $313,868 from the loan business.

 

Receivables from customers

 

Receivables from customers include the trading solution services fees due from customers once the transactions have been executed and completed. As compared with the balance as of March 31, 2024, the receivables due from trading solution services increased by 12% to US$3.9 million as of September 30, 2024. The increase in the balance as of September 30, 2024 was caused by delayed collection from customers.

 

Receivables from broker-dealers and clearing organizations

 

Receivables from broker-dealers and clearing organizations arise from the business of dealing in futures or investment securities. Broker-dealers will require balances to be placed with them in order to cover the positions taken by its customers, which are repayable on demand subsequent to settlement date. Clearing house receivables typically represent proceeds receivable on trades that have yet to settle and are usually collected within two days. Generally, our receivables from broker-dealers and clearing organizations change daily depending on various factors, including the trading volume in net buy/sell transactions, futures contracts, long/short position and frequency of transactions on each specific day. Our receivables from broker-dealers and clearing organizations increased by 216% from US$4.0 million as of March 31, 2024 to US$12.6 million as of September 30, 2024, mainly due to such daily fluctuations.

 

Securities owned, at fair value

 

Securities owned, at fair value, mainly represent investments in both US stocks, all of which are on S&P500 index, and HK stocks.

 

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Payable to holders of structured notes

 

Payables to holders of structured notes arise from the OTC derivatives business which was launched in the six months ended September 30, 2024. The holders subscribed for structured notes by depositing investment amount to the Company’s account. The payables to holders of structured note represent outstanding payables due to the holders of structured notes, which was calculated by the principal amount plus gains or minus losses arising from the investments in OTC derivatives business. As of September 30, 2024 and March 31, 2024, we had outstanding payables of US$nil and US$6.1 million due to holders of structured notes.

 

Payables to customers

 

Payables to customers represent payables related to the Company’s customer trading activities, which include the cash deposits received by the Company as requested by third party broker-dealers to place with them in order to cover the positions taken by its customers, clearing house payables due on pending trades and payable on demand, as well as the bank balances held on behalf of customers. Our payables to customers change daily depending on various factors, including the trading volume, net buy/sell transactions, futures contracts, long/short position and frequency of transactions on each specific day. The balance as of September 30, 2024 was US$19.3 million, an increase of US$9.1 million, or 89%, from the balance as of March 31, 2024. The increase corresponded to the increase of receivables from broker-dealers and clearing organizations.

 

B. Liquidity and Capital Resources.

 

As of September 30, 2024, we had US$21.7 million in cash, cash equivalents, and restricted cash, out of which US$7.6 million was held in U.S. dollars, and the rest was held in Hong Kong dollars and other currencies. Our cash, cash equivalents, and restricted cash primarily consist of general bank balances and segregated clients’ bank account balances.

 

We believe that our current cash, cash equivalents, and restricted cash and our anticipated cash flows from operations will be sufficient to meet our cash needs for general corporate purposes for at least the next 12 months. We may decide in the future to enhance our liquidity position or increase our cash reserve for future operations and investments through additional financing. The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result in increasing fixed obligations and could result in operating covenants that would restrict our operations.

 

Regulatory Capital Requirements

 

Subject to certain exemptions specified under the Securities and Futures (Financial Resources) Rules of Hong Kong (the “HK Financial Resources Rules”), two of our Hong Kong subsidiaries, ZYSL and ZYCL, are securities dealers and asset management companies registered with the Securities and Futures Commission of Hong Kong (the “HKSFC”), an independent statutory body set up in accordance with the Securities and Futures Ordinance of the law of Hong Kong, and thus are required to maintain minimum paid-up share capital and required liquid capital in accordance with the HK Financial Resources Rules. The following table sets forth a summary of the key requirements under the HK Financial Resources Rules that are applicable to ZYSL and ZYCL:

   

Company   Type of regulated
activities governed
by the HKSFC
  Minimum
amount of
paid-up capital
    Required liquid
capital
 
ZYSL   Type 1 and 2   $ 1,287,100     $ 386,135 or (i)  
ZYCL   Type 4, 5 and 9   $ 643,600     $ 386,135 or (i)  

 

(i)for company licensed for any regulated activities other than Type 3 regulated activities, its variable required liquid capital, which means 5% of the aggregate of (a) its adjusted liabilities, (b) the aggregate of the initial margin requirements in respect of outstanding futures contracts and outstanding options contracts held by it on behalf of its clients, and (c) the aggregate of the amounts of margin required to be deposited in respect of outstanding futures contracts and outstanding options contracts held by it on behalf of its clients, to the extent that such contracts are not subject to the requirement of payment of initial margin requirements.

 

As of September 30, 2024 and March 31, 2024, all of our operating subsidiaries were in compliance with their respective regulatory capital requirements.

 

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Cash Flows

 

   For the Six Months Ended
September 30,
 
   2024   2023 
Net cash (used in) provided by operating activities  $(8,161,492)  $2,479,914 
Net cash (used in) provided by investing activities   (8,548,758)   4,800,230 
Effect of exchange rates on cash, cash equivalents, and restricted cash   (325,374)   58,344 
Net (decrease) increase in cash, cash equivalents, and restricted cash   (17,035,624)   7,338,488 
Cash, cash equivalents, and restricted cash, beginning of period   38,697,093    17,845,893 
Cash, cash equivalents, and restricted cash, end of period  $21,661,469   $25,184,381 

 

Operating activities

 

Net cash used in operating activities in the six months ended September 30, 2024 was US$8.2 million, as compared to the net loss of US$0.5 million. The difference was primarily attributable to non-cash unrealized gains of US$1.0 million in trading securities, and changes in working operating assets and liabilities including (i) an increase of US$0.4 million in receivables from customers due to delayed collection; (ii) an increase of US$1.6 million in loans receivable due from customers, (iii) an increase of receivables of US$8.6 million in receivables from broker-dealers and clearing organizations and an increase of $8.9 million in payables to customers due to such daily fluctuations in trading securities, and (iv) a decrease of US$6.1 million in payables to structure note holders.

 

Investing activities

 

Net cash used in investing activities in the six months ended September 30, 2024 was US$8.5 million, which was comprised of investments of US$1.5 million in two privately held companies and disbursed loans of US$7.0 million to customers, which was a new business launched in the second half of 2024.

 

Net cash provided by investing activities in the six months ended September 30, 2023 was US$4.8 million, which was comprised of collection of loans from a third party of US$5.0 million, and collection of loans from third party security customers of $2.3 million, partially offset by loans made to a third party customer of US$2.0 million, payment of $0.5 million to a seller for the acquisition of a subsidiary, and the purchase of property and equipment of US$2,973.

 

Financing activities

 

No cash flows resulted from financing activities in the six months ended September 30, 2024 and 2023.

 

Off-Balance Sheet Commitments and Arrangements

 

We have not entered into any derivative contracts that are indexed to our shares and classified as shareholders’ equity or that are not reflected in our unaudited condensed consolidated financial statements. Moreover, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us.

 

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C. Research and Development, Patent and Licenses, etc.

 

As of the date of this annual report, we have registered one trademark under the jurisdiction of Hong Kong. The trademark application was filed on October 29, 2016, and we received the trademark approval on December 23, 2016.

 

Our trademark is important to us, as it distinguishes our brand and services from other competitors in the market.

 

D. Trend Information.

 

We are not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our net revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition or results of operations.

 

E. Critical Accounting Estimates.

 

An accounting policy is considered critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time such estimate is made, and if different accounting estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the unaudited condensed consolidated financial statements.

 

We prepare our financial statements in conformity with U.S. GAAP, which requires us to make judgments, estimates and assumptions. We continually evaluate these estimates and assumptions based on the most recently available information, our own historical experiences and various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates. Some of our accounting policies require a higher degree of judgment than others in their application and require us to make significant accounting estimates.

 

The following descriptions of critical accounting policies, judgments and estimates should be read in conjunction with our unaudited condensed consolidated financial statements and other disclosures included in this report. When reviewing our financial statements, you should consider (i) our selection of critical accounting policies, (ii) the judgments and other uncertainties affecting the application of such policies, and (iii) the sensitivity of reported results to changes in conditions and assumptions.

 

Loans receivable, net and receivables from customers – a related party, net

 

The loans receivable were comprised of (i) receivables due from customers holding US stocks, (ii) loans receivable arising from loan business which was approved by the Hong Kong Licensing Court under the Money Lenders Ordinance and was launched in the year of 2024, and (iii) amount due from third parties.

 

The receivables due from a related party represented receivables due from the related party which holds US stocks.

 

The receivables due from customers holding US stocks, including third parties and related parties, represented the purchase price of stock exceeding the deposits paid by customers which traded these US stocks through the Company’s platform. The US stocks were under custodian of the Company, and the customers shall fully pay the balance to the Company before they sold these stocks. For the six months ended September 30, 2024, we did not provide credit allowance against receivables.

 

Revenue recognition

 

a) Revenue from Contracts with Customers

 

ASC 606 establishes principles for reporting information about the nature, amount, timing and uncertainty of revenues and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenues to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. In accordance with ASC 606, revenues are recognized when we satisfy the performance obligations by delivering the promised services to the customers in an amount that reflects the consideration we expect to be entitled to in exchange for those services.

 

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We identified each distinct service as a performance obligation. The recognition and measurement of revenues are based on the assessment of individual contract terms. We applied a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. We have no material incremental costs of obtaining contracts with customers for which we expect the benefit of those costs to be longer than one year and which would therefore need to be recognized as assets.

 

Futures brokerage commissions

 

We earn fees and commissions from futures brokerage services based on a fixed rate for each transaction, all of which are under the consolidated accounts where the customer information is not disclosed to the third party brokers. When a customer executes a futures transaction through our platform, futures brokerage commission is recognized upon the completion of this transaction. Only a single performance obligation is identified for each futures trading transaction, and the performance obligation is satisfied on the trade date because that is when the underlying financial instrument is identified, the pricing of brokerage service is agreed upon and the promised services are delivered to customers. All of our revenues from contracts with customers are recognized at a point in time. The futures brokerage service could not be cancelled once it is executed and is not refundable, so returns and allowances are not applicable. Commissions are charged for each customer trade order executed and cleared by the third-party brokers. We recognize revenues on a gross basis as we are determined to be the primary obligor in fulfilling the trade order initiated by the customer. The Company may offer volume rebates as trading incentives to certain customers. The Company will review the customer’s transaction volume monthly and provide volume rebate on the commission charge to specific customer with large volume transactions. The volume rebate offered to such customer is accounted for as a variable consideration and determined based on most-likely amount method, which is recognized as a reduction of revenues. We did not offer the volume rebates during the six months ended September 30, 2024 and 2023.

 

Trading solution services fees

 

We provide trading solution services to customers (including individuals, proprietary trading companies or brokerage companies) for their trading on derivatives, equity, CFD and other financial products, through the internally developed proprietary investment management software. Our trading solution provides a variety of functions suitable for front-end transaction executions and back-office settlement operations. We implement the initial installation of such software for each customer and provides hosting services for a period of time, generally two years, as agreed in the contracts. The initial installation is considered as a set-up activity, rather than a promised service to customer, which provides no incremental benefit to customer beyond permitting the access and use the hosted application. We identify a single performance obligation from the contracts with customers. We charge each customer a fixed amount of initial installation fee and the monthly service fee based on a fixed rate per transaction executed on the platform with a minimum monthly fee. We recognize the trading solution services as satisfied over the time.

 

Structured note subscription fees

 

We earn subscription service fees from customers by assisting customers to identify and subscribe for structured note products, which is calculated at a fixed percentage of investment amount. We identify a single performance obligation for each subscription service and recognize subscription fee income when the customers successfully subscribe for the structured note products and underlying contract between the customer and financial institution becomes non-cancellable, which is the point in time when the control of service is completed. The Company recognizes the revenue net of discount (if any) on a gross basis as the Company is determined to be the primary obligor in fulfilling the subscription services.

 

Other service revenues

 

We provide other financial services including securities brokerage, consulting services, and currency exchange services, and earn securities brokerage commissions, consultancy fee income and other revenues, which are recognized when the service is rendered according to the relevant contracts.

 

Contract liabilities

 

Our contract liabilities include payments received in advance of performance under structured note subscription service contracts which will be recognized as revenue as we executed the subscription service with brokers under the contract, as well as the deferred installation service fee received from trading solution services.

 

16

 

 

b) Trading gains, interest income and other

 

Trading gains and losses along with interest income fall within the scope of ASC Topic 825, Financial Instruments, which is excluded from the scope of ASC Topic 606. Trading gains and losses mainly consist of realized and unrealized gains and losses from the (1) investment in OTC derivative business. We subscribed for 50% of the structured note portfolio. According to the agreements among the holders of structured notes, (i) in the event the portfolio makes gains and declares distribution of dividends from the portfolio, we are entitled to 20% of dividends, (ii) in the event the portfolio suffers losses, the other 50% holders of structured notes shall bear the losses until the net assets of the portfolio reached 55% of total subscription amount, and (iii) in the event the net assets of portfolio is below 55% of subscription amount, the portfolio is terminated, and (2) US common stocks, which are included in Securities owned, at fair value.

 

Income tax expenses

 

We account for income taxes in accordance with the U.S. GAAP. Under the asset and liability method as required by this accounting standard, the recognition of deferred income tax liabilities and assets for the expected future tax consequences of temporary differences between the income tax basis and financial reporting basis of assets and liabilities. Provision for income taxes consists of taxes currently due plus deferred taxes.

 

The charge for taxation is based on the results for the year as adjusted for items which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

 

Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis. Deferred tax assets are recognized to the extent that it is probable that taxable income to be utilized with prior net operating loss carried forwards. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

 

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred.

 

Recent Accounting Pronouncements

 

In December 2023, the FASB issued ASU 2023-09, which is an update to Topic 740, Income Taxes. The amendments in this update related to the rate reconciliation and income taxes paid disclosures improve the transparency of income tax disclosures by requiring (1) adding disclosures of pretax income (or loss) and income tax expense (or benefit) to be consistent with U.S. Securities and Exchange Commission (SEC) Regulation S-X 210.4-08(h), Rules of General Application—General Notes to Financial Statements: Income Tax Expense, and (2) removing disclosures that no longer are considered cost beneficial or relevant. For public business entities, the amendments in this Update are effective for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this Update should be applied on a prospective basis. Retrospective application is permitted.

 

17

 

 

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements — codification amendments in response to SEC’s disclosure Update and Simplification initiative which amend the disclosure or presentation requirements of codification subtopic 230-10 Statement of Cash Flows—Overall, 250-10 Accounting Changes and Error Corrections— Overall, 260-10 Earnings Per Share— Overall, 270-10 Interim Reporting— Overall, 440-10 Commitments—Overall, 470-10 Debt—Overall, 505-10 Equity—Overall, 815-10 Derivatives and Hedging—Overall, 860-30 Transfers and Servicing—Secured Borrowing and Collateral, 932-235 Extractive Activities— Oil and Gas—Notes to Financial Statements, 946-20 Financial Services— Investment Companies— Investment Company Activities, and 974-10 Real Estate—Real Estate Investment Trusts—Overall. The amendments represent changes to clarify or improve disclosure and presentation requirements of above subtopics. Many of the amendments allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the SEC’s requirements. Also, the amendments align the requirements in the Codification with the SEC’s regulations. For entities subject to existing SEC disclosure requirements or those that must provide financial statements to the SEC for securities purposes without contractual transfer restrictions, the effective date aligns with the date when the SEC removes the related disclosure from Regulation S-X or Regulation S-K. Early adoption is not allowed. For all other entities, the amendments will be effective two years later from the date of the SEC’s removal.

 

We do not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the unaudited condensed consolidated financial position, statements of operations and cash flows.

  

Holding Company Structure

 

TFGL is a holding company incorporated in the Cayman Islands with no material operations of its own. We conduct our operations primarily in Hong Kong through our subsidiaries in Hong Kong.

 

As a result, TFGL’s ability to pay dividends may depend upon dividends paid by our Hong Kong subsidiaries. If our existing Hong Kong subsidiaries or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us.

 

Inflation  

 

Inflation in Hong Kong has not materially affected our results of operations in recent years. According to the Census and Statistics Department of Hong Kong, the year-over-year percent changes in the consumer price index was an increase of 2.0% and 1.7% for fiscal years ended March 31, 2024 and 2023, respectively. Although we have not been affected by inflation in the past, we may be affected if Hong Kong or any other jurisdiction in which we operate in the future experiences higher rates of inflation in the future.

 

 

18

 

 

Exhibit 99.2

 

TOP Financial Group Limited

Condensed Consolidated Balance Sheets

(Expressed in U.S. Dollars, except for the number of shares)

 

   September 30,
2024
   March 31,
2024
 
   (unaudited)     
Assets        
Cash and cash equivalents  $12,708,722   $25,919,945 
Restricted cash   8,952,747    12,777,148 
Receivables from broker-dealers and clearing organizations   12,649,685    4,002,982 
Receivables from customers   3,923,517    3,510,142 
Loans receivable, net   13,810,305    4,654,635 
Loan receivable due from a related party, net   1,657,435    1,548,088 
Securities owned, at fair value   416,271    946,619 
Foreign currency forward contracts   272,824    468,919 
Fixed assets, net   445,704    458,503 
Intangible asset, net   64,356    63,890 
Right of use assets   261,359    59,689 
Long-term investments   3,504,204    2,004,204 
Available-for-sale investment   998,266    991,862 
Income tax recoverable   78,680    78,111 
Other assets   352,670    158,106 
Total assets  $60,096,745   $57,642,843 
           
Liabilities and shareholders’ equity          
Payable to customers  $19,349,833   $10,256,270 
Payable to holders of structured notes   -    6,139,179 
Accrued expenses and other liabilities   566,853    651,663 
Lease liabilities   263,546    64,826 
Total liabilities  $20,180,232   $17,111,938 
           
Commitments and contingencies   
 
    
 
 
           
Shareholders’ equity          
Class A Ordinary shares (par value $0.001 per share, 140,000,000 shares and 140,000,000 shares authorized; 37,027,141 and 37,015,807 shares issued and outstanding at September 30, 2024 and March 31, 2024, respectively)*   37,028    37,017 
Class B Ordinary shares (par value $0.001 per share, 10,000,000 shares and 10,000,000 shares authorized; nil and nil shares issued and outstanding at September 30, 2024 and March 31, 2024, respectively)*   

-

    

-

 
Additional paid-in capital   28,933,883    28,903,950 
Retained earnings   11,263,392    11,713,813 
Accumulated other comprehensive loss   (317,790)   (123,875)
Total shareholders’ equity   39,916,513    40,530,905 
           
Total liabilities and shareholders’ equity  $60,096,745   $57,642,843 

 

*The shares and per share information are presented on a retroactive basis to reflect the reclassification of Class A and Class B ordinary shares (Note 1).

 

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

 

 

 

 

TOP Financial Group Limited

Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income

(Expressed in U.S. dollar, except for the number of shares)

 

   For the Six Months Ended
September 30,
 
   2024   2023 
Revenues        
Futures brokerage commissions  $968,213   $2,330,723 
Trading solution service revenues   429,215    1,691,441 
Trading gains from OTC business   145,579    - 
Interest income from loan business   313,868    - 
Other service revenues   38,534    239,503 
Trading gains (losses)   (631,570)   2,252,043 
Interest income and other   579,266    635,610 
Total revenues   1,843,105    7,149,320 
           
Expenses          
Commission expenses   642,733    1,521,942 
Compensation and benefits   865,590    622,908 
Communications and technology   349,507    376,109 
Occupancy   63,628    70,531 
Travel and business development   38,497    85,156 
Professional fees   212,733    768,626 
Other administrative expenses   120,838    112,337 
Total expenses   2,293,526    3,557,609 
           
(Loss) income before income taxes   (450,421)   3,591,711 
Income tax benefits   -    75,422 
Net (loss) income   (450,421)   3,667,133 
           
Other comprehensive (loss) income          
Total foreign currency translation adjustment   (193,915)   58,539 
Total comprehensive (loss) income  $(644,336)  $3,725,672 
           
(Loss) earnings per share:          
Basic and diluted  $(0.01)  $0.10 
           
Weighted average number of ordinary shares outstanding:          
Basic and diluted   37,023,752    35,007,821 

 

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

 

2

 

 

TOP Financial Group Limited

Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity

(Expressed in U.S. dollar, except for the number of shares)

 

   Class A Ordinary
Shares
   Class B Ordinary
Shares
   Additional
Paid-in
   Retained   Accumulated
Other
Comprehensive
     
   Shares*   Amount   Shares*   Amount   Capital   Earnings   Income (Loss)   Total 
Balance as of March 31, 2023   35,004,635   $35,005    -    -   $25,172,567   $10,662,274   $81,477   $35,951,323 
Share-based compensation   4,194    5    -    -    11,742    -    -    11,747 
Acquisition of a subsidiary   -    -    -    -    -    (700,000)   -    (700,000)
Net income   -    -    -    -    -    3,667,133    -    3,667,133 
Foreign currency translation adjustment   -    -    -    -    -         58,539    58,539 
Balance as of September 30, 2023   35,008,829   $35,010    -   $-   $25,184,309   $13,629,407   $140,016   $38,988,742 
                                         
Balance as of March 31, 2024   37,015,807   $37,017    -    -   $28,903,950   $11,713,813   $(123,875)  $40,530,905 
Share-based compensation   11,334    11    -    -    29,933    -    -    29,944 
Net loss   -    -    -    -    -    (450,421)   -    (450,421)
Foreign currency translation adjustment   -    -    -    -    -    -    (193,915)   (193,915)
Balance as of September 30, 2024   37,027,141   $37,028    -   $-   $28,933,883   $11,263,392   $(317,790)  $39,916,513 

 

*The shares and per share information are presented on a retroactive basis to reflect the reclassification of Class A and Class B ordinary shares (Note 1).

 

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

 

3

 

 

TOP Financial Group Limited

Unaudited Condensed Consolidated Statements of Cash Flows

(Expressed in U.S. dollar) 

 

   For the Six Months Ended
September 30,
 
   2024   2023 
Net cash (used in) provided by operating activities  $(8,161,492)  $2,479,914 
           
Cash flows from investing activities:          
Purchases of fixed assets   -    (2,973)
Investment in equity investees   (1,500,000)   - 
Payment for acquisition of a subsidiary   -    (500,000)
Loans made to third parties   -    (2,000,000)
Collection of loans from third parties   -    5,000,000 
Collection of loans from customers holding US stocks   -    2,303,203 
Originated loans disbursements to customers   (7,048,758)   - 
Net cash (used in) provided by investing activities   (8,548,758)   4,800,230 
           
Effect of exchange rates on cash, cash equivalents and restricted cash   (325,374)   58,344 
           
Net (decrease) increase in cash, cash equivalents and restricted cash   (17,035,624)   7,338,488 
Cash, cash equivalents and restricted cash, beginning of period   38,697,093    17,845,893 
Cash, cash equivalents and restricted cash, end of period  $21,661,469   $25,184,381 
Non-cash operating, investing and financing activities          
Right of use assets obtained in exchange for operating lease obligations  $244,106   $43,394 
           
Supplemental disclosures of cash flow information:          
Cash paid for interest  $-   $- 
Cash paid for taxes, net of refunds  $-   $- 

 

Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets

 

   September 30,
2024
   March 31,
2024
 
Cash and cash equivalents  $12,708,722   $25,919,945 
Restricted cash   8,952,747    12,777,148 
Total cash, cash equivalents, and restricted cash  $21,661,469   $38,697,093 

 

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

 

4

 

 

TOP Financial Group Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended September 30, 2024 and 2023

 

1. Organization and description of business

 

TOP Financial Group Limited (formerly “Zhong Yang Financial Group Limited” and “ZYFGL”) (“TFGL”) is a company incorporated in the Cayman Islands with limited liability on August 1, 2019. TFGL is a parent holding company with no operations. Effective on July 13, 2022, the Company changed its name from “Zhong Yang Financial Group Limited” to “TOP Financial Group Limited” (“Name Change”).

 

TFGL has two wholly-owned subsidiaries, ZYSL (BVI) Limited (“ZYSL (BVI)”) and ZYCL (BVI) Limited (“ZYCL (BVI)”), both which are investment holding entities formed under the laws and regulations of the British Virgin Islands on August 29, 2019.

 

Zhong Yang Securities Limited (“ZYSL”), a wholly-owned subsidiary of ZYSL (BVI), was established in accordance with laws and regulations of Hong Kong on April 22, 2015 with a registered capital of HKD 41,400,000 (approximately $5.3 million). ZYSL is a limited liability corporation licensed with the Hong Kong Securities and Futures Commission (“HKSFC”) to carry out regulated activities including Type 1 Dealing in Securities and Type 2 Dealing in Futures Contracts.

 

Zhong Yang Capital Limited (“ZYCL”), a wholly-owned subsidiary of ZYCL (BVI), was established in accordance with laws and regulations of Hong Kong on September 29, 2016 with a registered capital of HKD 5,000,000 (approximately $0.6 million). ZYCL is a limited liability corporation licensed with the HKSFC to carry out regulated activities Type 4 Advising on Securities, Type 5 Advising on Futures Contracts and Type 9 Asset Management.

 

Eight subsidiaries, ZYAL (BVI) Limited (“ZYAL (BVI)”), ZYTL (BVI) Limited (“ZYTL (BVI)”), ZYNL (BVI) Limited (“ZYNL (BVI)”), WIN100 Tech Limited (“WIN100 TECH”), ZYPL (BVI) Limited (“ZYPL (BVI)”), ZYXL (BVI) Limited (“ZYXL (BVI)”), ZYIL (BVI) Limited (“ZYIL (BVI)”) and ZYFL (BVI) Limited (“ZYFL (BVI)”) were incorporated under the laws of the British Virgin Islands on January 7, 2021, January 12, 2021, January 20, 2021, May 14, 2021, July 14, 2022, July 14, 2022, November 11, 2022, and November 11, 2022, respectively. These subsidiaries are dormant as of the date of this report, except for WIN100 TECH, which provides trading solutions for clients trading on the world’s major derivatives and stock exchanges.

 

On November 28, 2022, ZYPL (BVI) established Top Financial Pte. Ltd. (“Top Fin”) in accordance with laws and regulations of Republic of Singapore. On the same date, ZYXL (BVI) set up Top Asset Management Pte. Ltd. (“Top AM”) in accordance with laws and regulations of Republic of Singapore. On February 24, 2023, ZYFL established Winrich Finance Limited in accordance with laws and regulations of Hong Kong. On February 9, 2023, the Company, through ZYIL (BVI), purchased 100% equity interest in Win100 Wealth Limited (“Win100 Wealth”) from an entity controlled by the controlling shareholder of the Company. The acquisition of Win100 Wealth was considered to be a business combination under common control. As of the acquisition date, Win100 Wealth had no operating activities and there were no assets or liabilities balance, income or expense, or cash flows in the financial statement of Win100 Wealth. Therefore, there was no financial impact resulting from the acquisition of Win100 Wealth. On March 19, 2024, ZYIL (BVI) established Win100 Management Limited (“Win100 Management”) in accordance with laws and regulations of BVI.

 

On April 12, 2023, the Company, through ZYAL, closed an acquisition of 100% equity interest in TOP 500 SEC PTY LTD (“Top 500”) from the sole shareholder of Top 500 (the “Seller”) for cash consideration of $700,000. The Seller is a company controlled by Junli Yang, the controlling shareholder of the Company. On closing of acquisition, Top 500 did not meet definition of a business as it had no process or output. The acquisition of Top 500 was considered to be an acquisition of net assets under common control. On the acquisition date, Top 500 recorded minimal net assets deficits of $5,200. The Company recorded a reduction of additional paid-in capital of $705,200 in the acquisition.

 

5

 

 

TOP Financial Group Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended September 30, 2024 and 2023

 

1. Organization and description of business (continued)

 

TFGL together with its subsidiaries (collectively, the “Company”) are primarily engaged in providing futures brokerage and other financial services in Hong Kong through a trading platform to its customers. The Company generates brokerage commission income by enabling its customer to trade on multiple exchanges around the world.

 

On October 4, 2024, the Board of the Company approved the reclassification and redesignation of ordinary shares, and adoption of dual-class share capital structure. The details are as follows:

 

(i)reclassify all ordinary shares of the Company issued and outstanding into class A ordinary shares of the Company with a par value of US$0.001 each (the “Class A Ordinary Shares”) with one (1) vote per share and with other rights attached to such shares as set forth in the second amended and restated memorandum and articles of association of the Company (the “M&A”) on a one for one basis;
   
(ii)redesignate 10,000,000 authorized but unissued ordinary shares of the Company into10,000,000 class B ordinary shares of the Company with a par value of US$0.001 each (the “Class B Ordinary Shares”) with fifty (50) votes per share and with other rights attached to it in the M&A on a one for one basis; and
   
(iii)redesignate the remaining authorized but unissued ordinary shares of the Company into Class A Ordinary Shares on a one for one basis.

 

Reorganization

 

Reorganization of the legal structure of the Company (“Reorganization”) was completed on March 26, 2020 by carrying out a sequence of contemplated transactions, whereby the Company became the holding company of all entities discussed above.

 

Previous to the reorganization, both ZYSL and ZYCL were held by Zhong Yang Holdings Company (the “Predecessor Parent Company”), a company incorporated in Hong Kong with limited liability on April 21, 2015. The Predecessor Parent Company was owned 55.5% by Ms. Yang Junli, 20.2% by Ms. Ji An, 10% by Mr. Chen Tseng Yuan, 8.3% by Ms. Lo Yung Yung, 4% by Ms. Chen Hong, and 2% by Mr. Li Jian. The first step of the Reorganization was incorporating TFGL, which had then incorporated ZYSL (BVI) and ZYCL (BVI) on August 29, 2019. With the approval obtained from HKSFC, the ownership interests in ZYSL and ZYCL were transferred from the Predecessor Parent Company to ZYSL (BVI) and ZYCL (BVI), respectively on March 26, 2020.

 

Before and after the Reorganization, the Company, together with its wholly-owned subsidiaries, are ultimately and effectively controlled by the same shareholders. Hence, the Reorganization is considered to be under common control. The consolidation of the Company and its subsidiaries has been accounted for at historical cost as of the beginning of the first period presented in the accompanying unaudited condensed consolidated financial statements.

 

6

 

 

TOP Financial Group Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended September 30, 2024 and 2023

 

2. Summary of significant accounting policies 

 

Basis of presentation and principle of consolidation

 

The interim unaudited condensed consolidated financial statements are prepared and presented in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).

 

The unaudited condensed consolidated balance sheet as of September 30, 2024 and the unaudited condensed consolidated statements of operations and comprehensive (loss) income for the six months ended September 30, 2024 and 2023 have been prepared without audit, pursuant to the rules and regulations of the SEC and pursuant to Regulation S-X. Certain information and footnote disclosures, which are normally included in annual financial statements prepared in accordance with U.S. GAAP, have been omitted pursuant to those rules and regulations. The unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto, included in the Form 20-F for the fiscal year ended March 31, 2024, which was filed with the SEC on July 30, 2024.

 

In the opinion of the management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments which are necessary for a fair presentation of financial results for the interim periods presented. The Company believes that the disclosures are adequate to make the information presented not misleading. The accompanying unaudited condensed consolidated financial statements have been prepared using the same accounting policies as used in the preparation of the Company’s consolidated financial statements for the year ended March 31, 2024. The results of operations for the six months ended September 30, 2024 and 2023 are not necessarily indicative of the results for the full years.

 

The unaudited condensed consolidated financial statements include the financial statements of the parent company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

 

Emerging Growth Company

 

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

 

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

 

7

 

 

TOP Financial Group Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended September 30, 2024 and 2023

 

2. Summary of significant accounting policies (continued)

 

Use of estimates

 

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U. S. (“U.S. GAAP”) requires the use of estimates and assumptions that affect both the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

 

Receivables from broker-dealers and clearing organizations

 

Receivables arise from the business of dealing in futures or investment securities. Broker-dealers will require balances to be placed with them in order to cover the positions taken by its customers. Clearing house receivables typically represent proceeds receivable on trades that have yet to settle and are usually collected within two days. The balance of receivables from broker-dealers and clearing organizations represents such receivables related to the Company’s customer trading activities and proprietary trading activities.

 

As of September 30, 2024 and March 31, 2024, receivables from broker-dealers and clearing organizations consisted of the following:

 

   September 30,
2024
   March 31,
2024
 
   (unaudited)     
Receivables from broker-dealers and clearing organizations for futures customer accounts  $10,643,321   $3,739,268 
Receivables from broker-dealers and clearing organizations for securities customer accounts   74,563    97,425 
Receivables from broker-dealers and clearing organizations for securities proprietary trading   1,931,801    166,289 
   $12,649,685   $4,002,982 

 

Receivables from customers

 

Receivables from customers include the trading solution services fees and other amounts due from customers once the transactions have been executed and completed. Receivables from customers are recorded net of allowance for expected credit losses. Revenues earned from the futures brokerage service are included in futures brokerage commission, and revenues earned from trading solution services are included in trading solution services income. The amounts receivable from customers that are determined by management to be uncollectible are recorded as expected credit losses in the consolidated statements of operations. For the six months ended September 30, 2024 and 2023, allowance for expected credit losses were $nil.

 

8

 

 

TOP Financial Group Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended September 30, 2024 and 2023

 

2. Summary of significant accounting policies (continued)

 

Revenue Recognition

 

a) Revenue from Contracts with Customers

 

The Company early adopted ASC 606, Revenue from Contracts with Customers (“ASC 606”) on April 1, 2018 using the modified retrospective approach. The adoption of this ASC 606 did not have a material impact on the Company’s consolidated financial statements. ASC 606 establishes principles for reporting information about the nature, amount, timing and uncertainty of revenues and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenues to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. In according with ASC 606, revenues are recognized when the Company satisfies the performance obligations by delivering the promised services to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services.

 

The Company identified each distinct service as a performance obligation. The recognition and measurement of revenues is based on the assessment of individual contract terms. The Company applied a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. The Company has no material incremental costs of obtaining contracts with customers that the Company expects the benefit of those costs to be longer than one year, which need to be recognized as assets.

 

Futures brokerage commissions

 

The Company earns fees and commissions from futures brokerage services based on a fixed rate for each transaction, all of which are under the consolidated accounts where the customer information are not disclosed to the third party brokers. When a customer executes a futures transaction through the Company’s platform, futures brokerage commission is recognized upon the completion of this transaction. Only a single performance obligation is identified for each futures trading transaction, and the performance obligation is satisfied on the trade date because that is when the underlying financial instrument is identified, the pricing of brokerage service is agreed upon and the promised services are delivered to customers. All of the Company’s revenues from contracts with customers are recognized at a point in time. The futures brokerage service could not be cancelled once it’s executed and is not refundable, so returns and allowances are not applicable. Commissions are charged for each customer trade order executed and cleared by the third-party brokers. The Company recognizes revenues on a gross basis as the Company is determined to be the primary obligor in fulfilling the trade order initiated by the customer. The Company may offer volume rebate as trading incentive to certain customer. The Company will review the customer’s transaction volume monthly and provide volume rebates on the commission charged to specific customers with large volume transactions. The volume rebate offered to such customer is accounted for as a variable consideration and determined based on most-likely amount method, which is recognized as a reduction of revenues. For the six months ended September 30, 2024 and 2023, the Company did not offer the volume rebates offered.

 

9

 

 

TOP Financial Group Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended September 30, 2024 and 2023

 

2. Summary of significant accounting policies (continued)

 

Revenue Recognition (continued)

 

a) Revenue from Contracts with Customers (continued)

 

Trading solution services fees

 

The Company provides trading solution services to customers (e.g. individuals, proprietary trading companies or brokerage companies) for their trading on derivatives, equity, CFD and other financial products, through the internally developed proprietary investment management software. The Company’s trading solution provides a variety of functions suitable for front-end transaction executions to back-office settlement operations. The Company implements the initial installation of such software for each customer and provides hosting services for a period of time, generally two years, as agreed in the contracts. The initial installation is considered as a set-up activity, rather than a promised service to customer, which provides no incremental benefit to customer beyond permitting the access and use the hosted application. The Company identifies a single performance obligation from its contracts with customers. The Company charges each customer a fixed amount of initial installation fee and the monthly service fee based on a fixed rate per each transaction executed on the platform with a minimum monthly fee required. The Company recognizes the trading solution services as satisfied over the time.

 

Structured note subscription fees

 

The Company earns subscription service fees from customers by assisting customers to identify and subscribe for structured note products, which is calculated at a fixed percentage of investment amount. The Company identifies a single performance obligation for each subscription service and recognizes subscription fee income when the customers successfully subscribe for the structured note products and underlying contract between the customer and financial institution becomes non-cancellable, which is the point in time when the control of service is completed. The Company recognizes revenue net of discount (if any) on a gross basis as the Company is determined to be the primary obligor in fulfilling the subscription services.

 

Other service revenues

 

The Company also provides other financial services including securities brokerage, consulting services, and currency exchange services, and earns securities brokerage commissions, consultancy fee income and other revenues, which are recognized when the service is rendered according to the relevant contracts. For the six months ended September 30, 2024 and 2023, other revenues accounted for 2.1% and 3.4% of total revenues from Contracts with Customers, respectively.

  

10

 

 

TOP Financial Group Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended September 30, 2024 and 2023

 

2. Summary of significant accounting policies (continued)

 

Revenue Recognition (continued)

 

a) Revenue from Contracts with Customers (continued)

 

Sources of revenue

 

The Company has one revenue generating reportable geographic segment under ASC Topic 280 “Segment Reporting” and derives its revenues primarily from its futures brokerage service. The following table presents revenues from contracts with customers, in accordance with ASC Topic 606, by major source:

 

   For the Six Months Ended
September 30,
 
   2024   2023 
Futures brokerage commissions        
Commission on futures broking earned from Hong Kong Exchange  $109,127   $429,708 
Commission on futures broking from overseas Exchanges   859,086    1,901,015 
    968,213    2,330,723 
Trading solution service revenues   429,215    1,691,441 
Other service revenues   38,534    239,503 
   $1,435,962   $4,261,667 

 

b)Trading gains, interest income and other

 

Trading gains and losses, interest income from loan business and other interest income fall within the scope of ASC Topic 825, Financial Instruments, which is excluded from the scope of ASC Topic 606. Trading gains and losses mainly consist of realized and unrealized gains and losses from the (1) investment in OTC derivative business. The Company subscribed for 50% of the structured note portfolio. According to the agreements among the Company and other holders of structured notes, (i) in the event the portfolio makes gains and declares distribution of dividends from the portfolio, the Company is entitled to 20% of dividends, (ii) in the event the portfolio suffers losses, the other 50% holders of structured notes shall bear the losses until the net assets of the portfolio reached 55% of total subscription amount, and (iii) in the event the net assets of portfolio is below 55% of subscription amount, the portfolio is terminated, (2) US common stocks, which are included in Securities owned, at fair value, and (3) foreign exchange forward purchased on the investment accounts in JP Morgan.

 

For the six months ended September 30, 2024, the Company provided the loan business to third party customers. The business was approved by Hong Kong Licensing Court under the Money Lenders Ordinance. The Company disbursed loans to customers for a fixed period and charged interests from the customers. The principal and interest are repayable upon the maturity of the loans.

 

Interest and other income primarily consist of interests earned on bank deposit.

 

11

 

 

TOP Financial Group Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended September 30, 2024 and 2023

 

2. Summary of significant accounting policies (continued)

 

Translation of foreign currencies

 

The functional currencies are the U.S. dollar for the Company’s Cayman Islands operations, Hong Kong dollar for Hong Kong subsidiaries’ operations, Australian dollar for Australian subsidiaries’ operations, and Singapore dollar for Singapore subsidiaries’ operations. The Company’s reporting currency is the U.S. dollar. Assets and liabilities denominated in foreign currencies are translated at year-end exchange rates, income statement accounts are translated at average rates of exchange for the year and equity is translated at historical exchange rates. Any translation gains or losses are recorded in other comprehensive (loss) income. Gains or losses resulting from foreign currency transactions are included in net income.

 

The following table outlines the currency exchange rates that were used in creating the consolidated financial statements in this report:

 

   September 30,
2024
   March 31,
2024
 
HKD exchange rate for balance sheet items, except for equity accounts   7.7693    7.8259 
AUD exchange rate for balance sheet items, except for equity accounts   1.4422    1.5328 
SGD exchange rate for balance sheet items, except for equity accounts   1.2831    1.3475 

 

   For the Six Months Ended
September 30,
 
   2024   2023 
HKD exchange rate for items in the statements of income and comprehensive income, and statements of cash flows   7.8084    7.8317 
AUD exchange rate for items in the statements of income and comprehensive income, and statements of cash flows   1.5051    N/A 
SGD exchange rate for items in the statements of income and comprehensive income, and statements of cash flows   1.3362    1.3443 

 

 

Fair value of financial instruments

 

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of the fair value hierarchy are described below:

 

Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 1 assets included (i) money market funds which was included in cash and cash equivalents, (ii) US treasury notes which were recorded in the account of available-for-sale investment and (iii) securities owned, at fair value.

 

Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. As of September 30, 2024 and March 31, 2024 and for the six months ended September 30, 2024, foreign currency forward contracts were categorized in Level 2 of the fair value hierarchy.

 

Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value. Warrants were measured at fair value using unobservable inputs and categorized in Level 3 of the fair value hierarchy (Note 11).

 

As of September 30, 2024 and March 31, 2024, financial instruments of the Company comprised primarily current assets and current liabilities including cash and cash equivalents, restricted cash, loans receivable, receivables from customers, both third parties and related party, receivables from broker-dealers and clearing organizations, securities owned, at fair value, payables to customers and payables to holders of structured notes. The carrying amount of cash and cash equivalents, restricted cash, loans receivable, receivables from customers, both third parties and related party, receivables from broker-dealers and clearing organizations, payables to customers and payables to holders of structured notes approximate their fair values because of the short-term nature of these instruments. Securities owned, at fair value as of September 30, 2024 and March 31, 2024, mainly consist of common stock investments and are based upon quoted market price.

 

12

 

 

TOP Financial Group Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended September 30, 2024 and 2023

 

2. Summary of significant accounting policies (continued)

 

Concentration   

 

For the six months ended September 30, 2024, one customer accounted for approximately 35% of total revenue. For the six months ended September 30, 2023, one customer accounted for approximately 15% of total revenue.

 

For the six months ended September 30, 2024, two brokers accounted for approximately 81% and 16% of the total commission expenses. For the six months ended September 30, 2023, two brokers accounted for approximately 71%, and 22% of the total commission expenses. 

 

As of September 30, 2024, the payable balance due to four customers accounted for approximately 63%, 11%, 7% and 5% of the total balance of payable to customers. As of March 31, 2024, the payable balance due to four customers accounted for approximately 24%, 22%, 13%, and 13% of the total balance of payable to customers.

 

Recent Accounting Pronouncements

 

In December 2023, the FASB issued ASU 2023-09, which is an update to Topic 740, Income Taxes. The amendments in this update related to the rate reconciliation and income taxes paid disclosures improve the transparency of income tax disclosures by requiring (1) adding disclosures of pretax income (or loss) and income tax expense (or benefit) to be consistent with U.S. Securities and Exchange Commission (SEC) Regulation S-X 210.4-08(h), Rules of General Application—General Notes to Financial Statements: Income Tax Expense, and (2) removing disclosures that no longer are considered cost beneficial or relevant. For public business entities, the amendments in this Update are effective for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this Update should be applied on a prospective basis. Retrospective application is permitted.

 

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements — codification amendments in response to SEC’s disclosure Update and Simplification initiative which amend the disclosure or presentation requirements of codification subtopic 230-10 Statement of Cash Flows—Overall, 250-10 Accounting Changes and Error Corrections— Overall, 260-10 Earnings Per Share— Overall, 270-10 Interim Reporting— Overall, 440-10 Commitments—Overall, 470-10 Debt—Overall, 505-10 Equity—Overall, 815-10 Derivatives and Hedging—Overall, 860-30 Transfers and Servicing—Secured Borrowing and Collateral, 932-235 Extractive Activities— Oil and Gas—Notes to Financial Statements, 946-20 Financial Services— Investment Companies— Investment Company Activities, and 974-10 Real Estate—Real Estate Investment Trusts—Overall. The amendments represent changes to clarify or improve disclosure and presentation requirements of above subtopics. Many of the amendments allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the SEC’s requirements. Also, the amendments align the requirements in the Codification with the SEC’s regulations. For entities subject to existing SEC disclosure requirements or those that must provide financial statements to the SEC for securities purposes without contractual transfer restrictions, the effective date aligns with the date when the SEC removes the related disclosure from Regulation S-X or Regulation S-K. Early adoption is not allowed. For all other entities, the amendments will be effective two years later from the date of the SEC’s removal.

 

The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the consolidated financial position, statements of income and cash flows.

 

13

 

 

TOP Financial Group Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended September 30, 2024 and 2023

 

3. Receivables from customers

 

As of September 30, 2024 and March 31, 2024, receivables from customers consisted of the following:

 

   September 30,
2024
   March 31,
2024
 
   (unaudited)     
Receivable due from trading solution services  $3,923,517   $3,510,142 
Less: allowance for credit losses   -    - 
   $3,923,517   $3,510,142 

 

As of September 30, 2024 and March 31, 2024, the Company assessed collection from customers and did not deem it necessary to reserve for credit losses against receivables from customers.

 

4. Loans receivable 

 

As of September 30, 2024 and March 31, 2024, loans receivable consisted of the following:

 

   September 30,
2024
   March 31,
2024
 
   (unaudited)     
Receivable due from customers holding US stocks (i)  $2,099,930   $519,311 
Less: allowance for expected credit loss on receivable due from customers holding US stocks   (11,322)   (11,240)
    2,088,608    508,071 
Loans receivable (ii)   11,721,697    4,146,564 
   $13,810,305   $4,654,635 

 

(i)The balance due from customers holding US stocks represented the purchase price of stock exceeding the deposits paid by customers which traded these US stocks through the Company’s platform. The US stocks were under custody of the Company, and the customers shall fully pay the balance to the Company before they sell these stocks. As of September 30, 2024 and March 31, 2024, the Company had allowance for expected credit loss of $11,322 and $11,240, respectively, against the receivables due from these customers because the fair value of the stocks was below the receivables due from the customers.

 

  (ii) During the second half of the year ended March 31, 2024, the Company launched loan business, which was approved by Hong Kong Licensing Court under the Money Lenders Ordinance. The Company disburses loans to customers for a fixed period and charges interest from the customers. The principal and interest are repayable upon the maturity of the loans. As of September 30, 2024, the loans receivable were comprised of principal of $11,301,556 and interest of $420,141. As of March 31, 2024, the loans receivables were comprised of principal of $4,026,819 and interest of $119,745.

 

For the six months ended September 30, 2024, the Company recognized interest income of $313,868 from the loan business.

 

14

 

 

TOP Financial Group Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended September 30, 2024 and 2023

 

5. Fixed assets, net

 

As of September 30, 2024 and March 31, 2024, fixed assets consisted of the following:

 

   September 30,
2024
   March 31,
2024
 
   (unaudited)     
Investment properties  $415,509   $412,504 
Computer and electronic equipment   46,802    57,130 
Software   86,490    85,865 
Less: accumulated depreciation   (103,097)   (96,996)
   $445,704   $458,503 

 

Depreciation expense was $17,024 and $13,037 for the six months ended September 30, 2024 and 2023, respectively.

 

6. Employee benefits

 

All salaried employees of the Company in Hong Kong are enrolled in a Mandatory Provident Fund Scheme (“MPF scheme”) scheme under the Hong Kong Mandatory Provident Fund Schemes Ordinance, within two months of employment. The MPF scheme is a defined contribution retirement plan administered by an independent trustee. The Company makes regular contributions of 5% of the employee’s relevant income to the MPF scheme, subject to a maximum of $192 per month. Contributions to the plan vest immediately. The Company recorded MPF expense of $10,117 and $9,385 for the six months ended September 30, 2024 and 2023, respectively.

 

7. Fair value

 

The following table presents information about the Company’s assets by major category measured at fair value on a recurring basis as of September 30, 2024 and March 31, 2024 and indicates the fair value hierarchy of the valuation technique utilized by the Company to determine such fair value.

 

Assets measured at fair value on a recurring basis as of September 30, 2024 and March 31, 2024 are as follows:

 

   September 30, 2024 
   Carrying   Fair Value 
   Value   Level 1   Level 2   Level 3   Total 
Assets:                    
Securities owned, at fair value  $416,271   $416,271   $-   $    -   $416,271 
Money market fund   180,193    180,193    -    -    180,193 
US Treasury notes   998,266    998,266    -    -    998,266 
Foreign currency forward contracts   272,824    -    272,824    -    272,824 
Total assets at fair value  $1,867,554   $1,594,730   $272,824   $-   $1,867,554 

 

   March 31, 2024 
   Carrying   Fair Value 
   Value   Level 1   Level 2   Level 3   Total 
Assets:                    
Securities owned, at fair value  $946,619   $946,619   $-   $  -   $946,619 
Money market fund   175,373    175,373    -    -    175,373 
US Treasury notes   991,862    991,862    -    -    991,862 
Foreign currency forward contracts   468,919    -    468,919    -    468,919 
Total assets at fair value  $2,582,773   $2,113,854   $468,919   $-   $2,582,773 

 

There was no transfer between any levels during the six months ended September 30, 2024 and 2023, respectively.

 

15

 

 

TOP Financial Group Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended September 30, 2024 and 2023

 

8. Operating lease

 

As of September 30, 2024, the Company had two non-cancelable office operating lease agreements with third-party lessors, with lease terms ranging between two years and three years. The lease agreements mature from March 2025 through September 2027.  The Company considers the renewal or termination options that are reasonably certain to be exercised in the determination of the lease term and initial measurement of right of use assets and lease liabilities. Lease expense for lease payment is recognized on a straight-line basis over the lease term.

 

The Company determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company discount lease payments based on an estimate of its incremental borrowing rate.

 

The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

 

The table below presents the operating lease related assets and liabilities recorded on the balance sheets.

 

   September 30, 2024   March 31, 2024 
   (unaudited)     
Rights of use lease assets  $261,359   $59,689 
           
Operating lease liabilities  $263,546   $64,826 

 

The weighted average remaining lease terms and discount rates for the above operating leases were as follows.

 

   September 30, 2024   March 31, 2024 
   (unaudited)     
Remaining lease term and discount rate        
Weighted average remaining lease term (years)  $2.87   $0.61 
Weighted average discount rate   5%   5%

 

During the six months ended September 30, 2024 and 2023, the Company incurred total operating lease expense of $61,185 and $60,941, respectively.

 

The following is a schedule, by years, of maturities of lease liabilities as of September 30, 2024:

 

Six months ending March 31, 2025  $72,332 
Twelve months ending March 31, 2026   88,051 
Twelve months ending March 31, 2027   88,051 
Twelve months ending March 31, 2028   33,019 
Total lease payment   281,453 
Less: imputed interest   (17,907)
Present value of lease liabilities  $263,546 

 

16

 

 

TOP Financial Group Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended September 30, 2024 and 2023

 

9. Long-term investments

 

As of September 30, 2024 and March 31, 2024, long-term investments consisted of the following:

 

   September 30,
2024
   March 31,
2024
 
   (unaudited)     
Investment in a partnership  $256,420   $256,420 
Investment in cost-method investees   3,247,784    1,747,784 
   $3,504,204   $2,004,204 

 

On June 24, 2022, the Company entered into a partnership agreement to invest $256,420 (HKD 2,000,000) for 20% partnership interest in the limited partnership. The funds raised by the limited partnership are invested in biological entities. As of September 30, 2024 and March 31, 2024, the limited partnership incurred limited operations, and the Company did not record its share of the operating loss of the limited partnership for the six months ended September 30, 2024 and 2023. As of September 30, 2024 and March 31, 2024, no significant impairment indicators have been noted in connection with the investment.

 

As of September 30, 2024 and March 31, 2024, the investments in cost-method investees represented investments in four and three privately held companies, respectively, over which the Company owned equity interest of neither has control nor significant influence through investment in ordinary shares. The Company accounted for the investment in these privately held companies using the measurement alternative at cost, less impairment, with subsequent adjustments for observable price changes resulting from orderly transactions for identical or similar investments of the same issuers. These privately held companies incurred minimal losses through September 30, 2024. For the six months ended September 30, 2024 and 2023, the Company did not record upward adjustments or downward adjustments on the investment. The Company’s impairment analysis considers both qualitative and quantitative factors that may have a significant effect on the fair value of the equity security. As of September 30, 2024 and March 31, 2024, the Company did not recognize impairment against the investment security.

 

10. Share-based compensation

 

Effective on May 31, 2022, the Company employed three non-executive directors. As part of compensation expenses, the Company agreed to issue ordinary shares to the three directors. On quarterly basis, each director would receive ordinary shares with a fair value of $5,000, and the number of ordinary shares is determined by the closing market price on issuance dates.

 

For the six months ended September 30, 2023, the Company issued an aggregate of 4,194 ordinary shares to the three directors and recognized share-based compensation expense of $11,742.

 

For the six months ended September 30, 2024, the Company issued an aggregate of 11,334 ordinary shares to the three directors and recognized share-based compensation expense of $29,944.

 

17

 

 

TOP Financial Group Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended September 30, 2024 and 2023

 

11. Equity

 

Ordinary shares

 

The Company’s authorized share capital is 50,000,000 ordinary shares, par value $0.001 per share. On August 1, 2019, the Company issued 50,000,000 ordinary shares, which was considered as being part of the reorganization of the Company. On October 4, 2024, the Board of the Company approved the adoption of a dual-class share capital structure, pursuant to which the Company (i) reclassified all ordinary shares of the Company issued and outstanding into class A ordinary shares of the Company with a par value of US$0.001 each; (ii) redesignated 10,000,000 authorized but unissued ordinary shares of the Company into10,000,000 class B ordinary shares of the Company with a par value of US$0.001 each (the “Class B Ordinary Shares”); and (iii) redesignated the remaining authorized but unissued ordinary shares of the Company into Class A Ordinary Shares on a one-for-one basis.

 

On September 9, 2021, the sole shareholder of the Company surrendered 20,000,000 ordinary shares of US$0.001 par value each for no consideration. On September 9, 2021 the Company’s shareholders and Board of Directors approved to amend the authorized share capital from US$50,000, divided into 50,000,000 ordinary shares of a par value of US$0.001 per share, to US$150,000, divided into 150,000,000 ordinary shares of a par value of US$0.001 per share. The Company believes it is appropriate to reflect such changes in share structure on a retroactive basis pursuant to ASC 260. The Company has retroactively restated all shares and per share data for all periods presented. As a result, the Company had 150,000,000 authorized shares, par value of US$0.001, of which 30,000,000 and 30,000,000 were issued and outstanding as of March 31, 2022 and 2021.

 

On June 3, 2022, the Company completed its IPO on NASDAQ. In this offering, 5,000,000 ordinary shares were issued at a price of $5.00 per share. In addition, the Company incurred offering costs of $2,507,160 related to the IPO, which was charged as a reduction against additional paid-in capital. The Company raised net proceeds of $22,492,840 from the IPO.

 

On June 17, 2022, the Company issued 50,000 ordinary shares to its US counsel as a service fee equivalent to $200,000 for successful listing. The Company recorded the issuance as a share-based compensation expense of $200,000 as additional paid-in capital.  On January 20, the US counsel and the Company entered into an agreement relating to cancellation of 50,000 ordinary shares. In return, the Company paid cash consideration of $200,000 as service fees to the Company. The Company reversed the ordinary shares and additional paid-in capital.  

 

On February 11, 2024, the Company entered into a securities purchase agreement (“Private Placement”) with an investor providing for the issuance and sale of (i) 2,000,000 ordinary shares of the Company, par value $0.001 per share, and (ii) registered warrants to purchase up to an aggregate of 2,000,000 Ordinary Shares at $2.75 per share, subject to adjustments thereunder, including a reduction in the exercise price, in the event of a subsequent offering at a price less than the then current exercise price, to the same price as the price in such offering (“Registered Warrants”). The Company collected net proceeds of $4,389,992 from the private placement.

 

For the six months ended September 30, 2024 and 2023, the Company issued an aggregate of 11,334 and 4,194 ordinary shares, respectively, to three non-executive directors as part of their compensation.

 

As of September 30, 2024 and March 31, 2024, the Company had 37,027,141 and 37,015,807 Class A Ordinary shares issued and outstanding, respectively. As of September 30, 2024 and March 31, 2024, the Company had nil Class B Ordinary shares issued and outstanding.

 

18

 

 

TOP Financial Group Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended September 30, 2024 and 2023

 

11. Equity (continued)

 

Registered Warrants

 

In connection with the Private Placement on February 11, 2024, the Company issued Registered Warrants to purchase up to an aggregate of 2,000,000 Ordinary Shares at $2.75 per share, subject to adjustments thereunder, including a reduction in the exercise price, in the event of a subsequent offering at a price less than the then current exercise price, to the same price as the price in such offering at a purchase price of $2.50 per ordinary share and accompanying Registered Warrant. The Registered Warrants are exercisable immediately upon issuance and will expire three (3) months from the date of issuance. As of the expiry date on May 11, 2024, the Registered Warrants were not exercised.

 

As the warrants meet the criteria for equity classification under ASC 815-40, the warrants are classified as equity.

 

12. Income taxes

 

The Company evaluates the level of authority for each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. For the six months ended September 30, 2024 and 2023, the Company had no unrecognized tax benefits. Due to uncertainties surrounding future utilization, the Company estimates there will not be sufficient future income to realize the deferred tax assets arising from net operating losses for the Company’s subsidiaries. The Company maintains a full valuation allowance on its net deferred tax assets arising from net operating losses as of September 30, 2024 and March 31, 2024.

 

The Company does not anticipate any significant increase to its liability for unrecognized tax benefit within the next 12 months. The Company will classify interest and penalties related to income tax matters, if any, in income tax expense.

 

For the six months ended September 30, 2024 and 2023, the Company had a current income tax benefits of $nil and $75,422, respectively.

 

13. Related party transaction and balance

 

a. Nature of relationships with related parties

 

Name   Relationship with the Company
Mr. Huaixi Yang   Immediate family member of Ms. Junli Yang, the Chairwoman of the Board
PRO800 Limited (“PRO800”)   Wholly owned by Ms. Junli Yang, the controlling shareholder of the Company

 

b. Related parties transactions 

 

On April 12, 2023, the Company, through ZYAL, closed an acquisition of 100% equity interest in TOP 500 SEC PTY LTD (“Top 500”) from PRO800 for cash consideration of $700,000. The Company fully paid the cash consideration by the closing date.

 

19

 

 

TOP Financial Group Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended September 30, 2024 and 2023

 

13. Related party transaction and balance (continued)

 

c. Balance with related parties

 

   Nature  September 30,
2024
   March 31,
2024
 
            
Mr. Huaixi Yang  Receivable due from customers – a related party  $1,657,435   $1,548,088 

 

The balance due from Mr. Huaixi Yang represented the purchase price of stock exceeding the deposits paid by customers which traded these US stocks through the Company’s platform. The US stocks were under custody of the Company, and the related parties shall fully settle the balance to the Company before they sell these stocks.

 

14. Regulatory requirements

 

The following table illustrates the minimum regulatory capital as established by the Hong Kong Securities and Futures Commission that the Company’s subsidiaries were required to maintain as of September 30, 2024 and March 31, 2024 and the actual amounts of capital that were maintained.

 

Capital requirements as of September 30, 2024:

 

   Minimum             
   Regulatory   Capital   Excess   Percent of 
   Capital   Levels   Net   Requirement 
   Requirements   Maintained   Capital   Maintained 
Zhong Yang Securities Limited  $386,135   $10,387,808   $10,001,673    2,690%
Zhong Yang Capital Limited   386,135    674,192    288,057    175%
Total  $772,270   $11,062,000   $10,289,730    1,432%

 

Capital requirements as of March 31, 2024:

 

   Minimum             
   Regulatory   Capital   Excess   Percent of 
   Capital   Levels   Net   Requirement 
   Requirements   Maintained   Capital   Maintained 
Zhong Yang Securities Limited  $383,342   $1,273,900   $890,558    332%
Zhong Yang Capital Limited   383,342    636,850    253,508    166%
Total  $766,684   $1,910,750   $1,144,066    249%

 

 

20

 

 

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v3.24.4
Document And Entity Information
6 Months Ended
Sep. 30, 2024
Document Information Line Items  
Entity Central Index Key 0001848275
Document Type 6-K
Document Fiscal Year Focus 2025
Entity File Number 001-41407
Entity Registrant Name TOP FINANCIAL GROUP LIMITED
Amendment Flag false
Document Period End Date Sep. 30, 2024
Document Fiscal Period Focus Q2
Current Fiscal Year End Date --03-31
v3.24.4
Condensed Consolidated Balance Sheets - USD ($)
Sep. 30, 2024
Mar. 31, 2024
Assets    
Cash and cash equivalents $ 12,708,722 $ 25,919,945
Restricted cash 8,952,747 12,777,148
Receivables from broker-dealers and clearing organizations 12,649,685 4,002,982
Receivables from customers 3,923,517 3,510,142
Loans receivable, net 13,810,305 4,654,635
Securities owned, at fair value 416,271 946,619
Foreign currency forward contracts 272,824 468,919
Fixed assets, net 445,704 458,503
Intangible asset, net 64,356 63,890
Right of use assets 261,359 59,689
Long-term investments 3,504,204 2,004,204
Available-for-sale investment 998,266 991,862
Income tax recoverable 78,680 78,111
Other assets 352,670 158,106
Total assets 60,096,745 57,642,843
Liabilities and shareholders’ equity    
Payable to customers 19,349,833 10,256,270
Payable to holders of structured notes 6,139,179
Accrued expenses and other liabilities 566,853 651,663
Lease liabilities 263,546 64,826
Total liabilities 20,180,232 17,111,938
Commitments and contingencies
Shareholders’ equity    
Additional paid-in capital 28,933,883 28,903,950
Retained earnings 11,263,392 11,713,813
Accumulated other comprehensive loss (317,790) (123,875)
Total shareholders’ equity 39,916,513 40,530,905
Total liabilities and shareholders’ equity 60,096,745 57,642,843
Related Party    
Assets    
Loan receivable due from a related party, net 1,657,435 1,548,088
Class A Ordinary Shares    
Shareholders’ equity    
Ordinary shares, value [1] 37,028 37,017
Class B Ordinary Shares    
Shareholders’ equity    
Ordinary shares, value [1]
[1] The shares and per share information are presented on a retroactive basis to reflect the reclassification of Class A and Class B ordinary shares (Note 1).
v3.24.4
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares
Sep. 30, 2024
Mar. 31, 2024
Class A Ordinary Shares    
Ordinary shares, par value per share (in Dollars per share) [1] $ 0.001 $ 0.001
Ordinary shares, shares authorized [1] 140,000,000 140,000,000
Ordinary shares, shares issued [1] 37,027,141 37,015,807
Ordinary shares, shares outstanding [1] 37,027,141 37,015,807
Class B Ordinary Shares    
Ordinary shares, par value per share (in Dollars per share) [1] $ 0.001 $ 0.001
Ordinary shares, shares authorized [1] 10,000,000 10,000,000
Ordinary shares, shares issued [1]
Ordinary shares, shares outstanding [1]
[1] The shares and per share information are presented on a retroactive basis to reflect the reclassification of Class A and Class B ordinary shares (Note 1).
v3.24.4
Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income - USD ($)
6 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Revenues    
Total revenues $ 1,843,105 $ 7,149,320
Expenses    
Commission expenses 642,733 1,521,942
Compensation and benefits 865,590 622,908
Communications and technology 349,507 376,109
Occupancy 63,628 70,531
Travel and business development 38,497 85,156
Professional fees 212,733 768,626
Other administrative expenses 120,838 112,337
Total expenses 2,293,526 3,557,609
(Loss) income before income taxes (450,421) 3,591,711
Income tax benefits 75,422
Net (loss) income (450,421) 3,667,133
Other comprehensive (loss) income    
Total foreign currency translation adjustment (193,915) 58,539
Total comprehensive (loss) income $ (644,336) $ 3,725,672
(Loss) earnings per share:    
(Loss) earnings per share, Basic (in Dollars per share) $ (0.01) $ 0.1
(Loss) earnings per share, Diluted (in Dollars per share) $ (0.01) $ 0.1
Weighted average number of ordinary shares outstanding:    
Weighted average number of ordinary shares outstanding, Basic (in Shares) 37,023,752 35,007,821
Weighted average number of ordinary shares outstanding, Diluted (in Shares) 37,023,752 35,007,821
Futures brokerage commissions    
Revenues    
Total revenues $ 968,213 $ 2,330,723
Trading solution service revenues    
Revenues    
Total revenues 429,215 1,691,441
Trading gains from OTC business    
Revenues    
Total revenues 145,579
Structured note subscription fees    
Revenues    
Total revenues 313,868
Other service revenues    
Revenues    
Total revenues 38,534 239,503
Trading gains (losses)    
Revenues    
Total revenues (631,570) 2,252,043
Interest income and other    
Revenues    
Total revenues $ 579,266 $ 635,610
v3.24.4
Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity - USD ($)
Ordinary Shares
Class A
Ordinary Shares
Class B
Additional Paid-in Capital
Retained Earnings
Accumulated Other Comprehensive Income (Loss)
Total
Balance at Mar. 31, 2023 $ 35,005   $ 25,172,567 $ 10,662,274 $ 81,477 $ 35,951,323
Balance (in Shares) at Mar. 31, 2023 [1] 35,004,635        
Share-based compensation $ 5 11,742 $ 11,747
Share-based compensation (in Shares) 4,194 [1]         4,194
Acquisition of a subsidiary (700,000) $ (700,000)
Net income (loss) 3,667,133 3,667,133
Foreign currency translation adjustment   58,539 58,539
Balance at Sep. 30, 2023 $ 35,010   25,184,309 13,629,407 140,016 38,988,742
Balance (in Shares) at Sep. 30, 2023 [1] 35,008,829        
Balance at Mar. 31, 2024 $ 37,017   28,903,950 11,713,813 (123,875) 40,530,905
Balance (in Shares) at Mar. 31, 2024 [1] 37,015,807        
Share-based compensation $ 11 29,933 $ 29,944
Share-based compensation (in Shares) 11,334 [1]         11,334
Net income (loss) (450,421) $ (450,421)
Foreign currency translation adjustment (193,915) (193,915)
Balance at Sep. 30, 2024 $ 37,028   $ 28,933,883 $ 11,263,392 $ (317,790) $ 39,916,513
Balance (in Shares) at Sep. 30, 2024 [1] 37,027,141        
[1] The shares and per share information are presented on a retroactive basis to reflect the reclassification of Class A and Class B ordinary shares (Note 1).
v3.24.4
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)
6 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Statement of Cash Flows [Abstract]    
Net cash (used in) provided by operating activities $ (8,161,492) $ 2,479,914
Cash flows from investing activities:    
Purchases of fixed assets (2,973)
Investment in equity investees (1,500,000)
Payment for acquisition of a subsidiary (500,000)
Loans made to third parties (2,000,000)
Collection of loans from third parties 5,000,000
Collection of loans from customers holding US stocks 2,303,203
Originated loans disbursements to customers (7,048,758)
Net cash (used in) provided by investing activities (8,548,758) 4,800,230
Effect of exchange rates on cash, cash equivalents and restricted cash (325,374) 58,344
Net (decrease) increase in cash, cash equivalents and restricted cash (17,035,624) 7,338,488
Cash, cash equivalents and restricted cash, beginning of period 38,697,093 17,845,893
Cash, cash equivalents and restricted cash, end of period 21,661,469 25,184,381
Non-cash operating, investing and financing activities    
Right of use assets obtained in exchange for operating lease obligations 244,106 43,394
Supplemental disclosures of cash flow information:    
Cash paid for interest
Cash paid for taxes, net of refunds
Cash and cash equivalents 12,708,722 25,919,945
Restricted cash 8,952,747 12,777,148
Total cash, cash equivalents, and restricted cash $ 21,661,469 $ 38,697,093
v3.24.4
Organization and Description of Business
6 Months Ended
Sep. 30, 2024
Organization and Description of Business [Abstract]  
Organization and description of business

1. Organization and description of business

 

TOP Financial Group Limited (formerly “Zhong Yang Financial Group Limited” and “ZYFGL”) (“TFGL”) is a company incorporated in the Cayman Islands with limited liability on August 1, 2019. TFGL is a parent holding company with no operations. Effective on July 13, 2022, the Company changed its name from “Zhong Yang Financial Group Limited” to “TOP Financial Group Limited” (“Name Change”).

 

TFGL has two wholly-owned subsidiaries, ZYSL (BVI) Limited (“ZYSL (BVI)”) and ZYCL (BVI) Limited (“ZYCL (BVI)”), both which are investment holding entities formed under the laws and regulations of the British Virgin Islands on August 29, 2019.

 

Zhong Yang Securities Limited (“ZYSL”), a wholly-owned subsidiary of ZYSL (BVI), was established in accordance with laws and regulations of Hong Kong on April 22, 2015 with a registered capital of HKD 41,400,000 (approximately $5.3 million). ZYSL is a limited liability corporation licensed with the Hong Kong Securities and Futures Commission (“HKSFC”) to carry out regulated activities including Type 1 Dealing in Securities and Type 2 Dealing in Futures Contracts.

 

Zhong Yang Capital Limited (“ZYCL”), a wholly-owned subsidiary of ZYCL (BVI), was established in accordance with laws and regulations of Hong Kong on September 29, 2016 with a registered capital of HKD 5,000,000 (approximately $0.6 million). ZYCL is a limited liability corporation licensed with the HKSFC to carry out regulated activities Type 4 Advising on Securities, Type 5 Advising on Futures Contracts and Type 9 Asset Management.

 

Eight subsidiaries, ZYAL (BVI) Limited (“ZYAL (BVI)”), ZYTL (BVI) Limited (“ZYTL (BVI)”), ZYNL (BVI) Limited (“ZYNL (BVI)”), WIN100 Tech Limited (“WIN100 TECH”), ZYPL (BVI) Limited (“ZYPL (BVI)”), ZYXL (BVI) Limited (“ZYXL (BVI)”), ZYIL (BVI) Limited (“ZYIL (BVI)”) and ZYFL (BVI) Limited (“ZYFL (BVI)”) were incorporated under the laws of the British Virgin Islands on January 7, 2021, January 12, 2021, January 20, 2021, May 14, 2021, July 14, 2022, July 14, 2022, November 11, 2022, and November 11, 2022, respectively. These subsidiaries are dormant as of the date of this report, except for WIN100 TECH, which provides trading solutions for clients trading on the world’s major derivatives and stock exchanges.

 

On November 28, 2022, ZYPL (BVI) established Top Financial Pte. Ltd. (“Top Fin”) in accordance with laws and regulations of Republic of Singapore. On the same date, ZYXL (BVI) set up Top Asset Management Pte. Ltd. (“Top AM”) in accordance with laws and regulations of Republic of Singapore. On February 24, 2023, ZYFL established Winrich Finance Limited in accordance with laws and regulations of Hong Kong. On February 9, 2023, the Company, through ZYIL (BVI), purchased 100% equity interest in Win100 Wealth Limited (“Win100 Wealth”) from an entity controlled by the controlling shareholder of the Company. The acquisition of Win100 Wealth was considered to be a business combination under common control. As of the acquisition date, Win100 Wealth had no operating activities and there were no assets or liabilities balance, income or expense, or cash flows in the financial statement of Win100 Wealth. Therefore, there was no financial impact resulting from the acquisition of Win100 Wealth. On March 19, 2024, ZYIL (BVI) established Win100 Management Limited (“Win100 Management”) in accordance with laws and regulations of BVI.

 

On April 12, 2023, the Company, through ZYAL, closed an acquisition of 100% equity interest in TOP 500 SEC PTY LTD (“Top 500”) from the sole shareholder of Top 500 (the “Seller”) for cash consideration of $700,000. The Seller is a company controlled by Junli Yang, the controlling shareholder of the Company. On closing of acquisition, Top 500 did not meet definition of a business as it had no process or output. The acquisition of Top 500 was considered to be an acquisition of net assets under common control. On the acquisition date, Top 500 recorded minimal net assets deficits of $5,200. The Company recorded a reduction of additional paid-in capital of $705,200 in the acquisition.

 

TFGL together with its subsidiaries (collectively, the “Company”) are primarily engaged in providing futures brokerage and other financial services in Hong Kong through a trading platform to its customers. The Company generates brokerage commission income by enabling its customer to trade on multiple exchanges around the world.

 

On October 4, 2024, the Board of the Company approved the reclassification and redesignation of ordinary shares, and adoption of dual-class share capital structure. The details are as follows:

 

(i)reclassify all ordinary shares of the Company issued and outstanding into class A ordinary shares of the Company with a par value of US$0.001 each (the “Class A Ordinary Shares”) with one (1) vote per share and with other rights attached to such shares as set forth in the second amended and restated memorandum and articles of association of the Company (the “M&A”) on a one for one basis;
   
(ii)redesignate 10,000,000 authorized but unissued ordinary shares of the Company into10,000,000 class B ordinary shares of the Company with a par value of US$0.001 each (the “Class B Ordinary Shares”) with fifty (50) votes per share and with other rights attached to it in the M&A on a one for one basis; and
   
(iii)redesignate the remaining authorized but unissued ordinary shares of the Company into Class A Ordinary Shares on a one for one basis.

 

Reorganization

 

Reorganization of the legal structure of the Company (“Reorganization”) was completed on March 26, 2020 by carrying out a sequence of contemplated transactions, whereby the Company became the holding company of all entities discussed above.

 

Previous to the reorganization, both ZYSL and ZYCL were held by Zhong Yang Holdings Company (the “Predecessor Parent Company”), a company incorporated in Hong Kong with limited liability on April 21, 2015. The Predecessor Parent Company was owned 55.5% by Ms. Yang Junli, 20.2% by Ms. Ji An, 10% by Mr. Chen Tseng Yuan, 8.3% by Ms. Lo Yung Yung, 4% by Ms. Chen Hong, and 2% by Mr. Li Jian. The first step of the Reorganization was incorporating TFGL, which had then incorporated ZYSL (BVI) and ZYCL (BVI) on August 29, 2019. With the approval obtained from HKSFC, the ownership interests in ZYSL and ZYCL were transferred from the Predecessor Parent Company to ZYSL (BVI) and ZYCL (BVI), respectively on March 26, 2020.

 

Before and after the Reorganization, the Company, together with its wholly-owned subsidiaries, are ultimately and effectively controlled by the same shareholders. Hence, the Reorganization is considered to be under common control. The consolidation of the Company and its subsidiaries has been accounted for at historical cost as of the beginning of the first period presented in the accompanying unaudited condensed consolidated financial statements.

v3.24.4
Summary of Significant Accounting Policies
6 Months Ended
Sep. 30, 2024
Summary of Significant Accounting Policies [Abstract]  
Summary of significant accounting policies

2. Summary of significant accounting policies 

 

Basis of presentation and principle of consolidation

 

The interim unaudited condensed consolidated financial statements are prepared and presented in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).

 

The unaudited condensed consolidated balance sheet as of September 30, 2024 and the unaudited condensed consolidated statements of operations and comprehensive (loss) income for the six months ended September 30, 2024 and 2023 have been prepared without audit, pursuant to the rules and regulations of the SEC and pursuant to Regulation S-X. Certain information and footnote disclosures, which are normally included in annual financial statements prepared in accordance with U.S. GAAP, have been omitted pursuant to those rules and regulations. The unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto, included in the Form 20-F for the fiscal year ended March 31, 2024, which was filed with the SEC on July 30, 2024.

 

In the opinion of the management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments which are necessary for a fair presentation of financial results for the interim periods presented. The Company believes that the disclosures are adequate to make the information presented not misleading. The accompanying unaudited condensed consolidated financial statements have been prepared using the same accounting policies as used in the preparation of the Company’s consolidated financial statements for the year ended March 31, 2024. The results of operations for the six months ended September 30, 2024 and 2023 are not necessarily indicative of the results for the full years.

 

The unaudited condensed consolidated financial statements include the financial statements of the parent company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

 

Emerging Growth Company

 

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

 

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

 

Use of estimates

 

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U. S. (“U.S. GAAP”) requires the use of estimates and assumptions that affect both the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

 

Receivables from broker-dealers and clearing organizations

 

Receivables arise from the business of dealing in futures or investment securities. Broker-dealers will require balances to be placed with them in order to cover the positions taken by its customers. Clearing house receivables typically represent proceeds receivable on trades that have yet to settle and are usually collected within two days. The balance of receivables from broker-dealers and clearing organizations represents such receivables related to the Company’s customer trading activities and proprietary trading activities.

 

As of September 30, 2024 and March 31, 2024, receivables from broker-dealers and clearing organizations consisted of the following:

 

   September 30,
2024
   March 31,
2024
 
   (unaudited)     
Receivables from broker-dealers and clearing organizations for futures customer accounts  $10,643,321   $3,739,268 
Receivables from broker-dealers and clearing organizations for securities customer accounts   74,563    97,425 
Receivables from broker-dealers and clearing organizations for securities proprietary trading   1,931,801    166,289 
   $12,649,685   $4,002,982 

 

Receivables from customers

 

Receivables from customers include the trading solution services fees and other amounts due from customers once the transactions have been executed and completed. Receivables from customers are recorded net of allowance for expected credit losses. Revenues earned from the futures brokerage service are included in futures brokerage commission, and revenues earned from trading solution services are included in trading solution services income. The amounts receivable from customers that are determined by management to be uncollectible are recorded as expected credit losses in the consolidated statements of operations. For the six months ended September 30, 2024 and 2023, allowance for expected credit losses were $nil.

 

Revenue Recognition

 

a) Revenue from Contracts with Customers

 

The Company early adopted ASC 606, Revenue from Contracts with Customers (“ASC 606”) on April 1, 2018 using the modified retrospective approach. The adoption of this ASC 606 did not have a material impact on the Company’s consolidated financial statements. ASC 606 establishes principles for reporting information about the nature, amount, timing and uncertainty of revenues and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenues to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. In according with ASC 606, revenues are recognized when the Company satisfies the performance obligations by delivering the promised services to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services.

 

The Company identified each distinct service as a performance obligation. The recognition and measurement of revenues is based on the assessment of individual contract terms. The Company applied a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. The Company has no material incremental costs of obtaining contracts with customers that the Company expects the benefit of those costs to be longer than one year, which need to be recognized as assets.

 

Futures brokerage commissions

 

The Company earns fees and commissions from futures brokerage services based on a fixed rate for each transaction, all of which are under the consolidated accounts where the customer information are not disclosed to the third party brokers. When a customer executes a futures transaction through the Company’s platform, futures brokerage commission is recognized upon the completion of this transaction. Only a single performance obligation is identified for each futures trading transaction, and the performance obligation is satisfied on the trade date because that is when the underlying financial instrument is identified, the pricing of brokerage service is agreed upon and the promised services are delivered to customers. All of the Company’s revenues from contracts with customers are recognized at a point in time. The futures brokerage service could not be cancelled once it’s executed and is not refundable, so returns and allowances are not applicable. Commissions are charged for each customer trade order executed and cleared by the third-party brokers. The Company recognizes revenues on a gross basis as the Company is determined to be the primary obligor in fulfilling the trade order initiated by the customer. The Company may offer volume rebate as trading incentive to certain customer. The Company will review the customer’s transaction volume monthly and provide volume rebates on the commission charged to specific customers with large volume transactions. The volume rebate offered to such customer is accounted for as a variable consideration and determined based on most-likely amount method, which is recognized as a reduction of revenues. For the six months ended September 30, 2024 and 2023, the Company did not offer the volume rebates offered.

 

Trading solution services fees

 

The Company provides trading solution services to customers (e.g. individuals, proprietary trading companies or brokerage companies) for their trading on derivatives, equity, CFD and other financial products, through the internally developed proprietary investment management software. The Company’s trading solution provides a variety of functions suitable for front-end transaction executions to back-office settlement operations. The Company implements the initial installation of such software for each customer and provides hosting services for a period of time, generally two years, as agreed in the contracts. The initial installation is considered as a set-up activity, rather than a promised service to customer, which provides no incremental benefit to customer beyond permitting the access and use the hosted application. The Company identifies a single performance obligation from its contracts with customers. The Company charges each customer a fixed amount of initial installation fee and the monthly service fee based on a fixed rate per each transaction executed on the platform with a minimum monthly fee required. The Company recognizes the trading solution services as satisfied over the time.

 

Structured note subscription fees

 

The Company earns subscription service fees from customers by assisting customers to identify and subscribe for structured note products, which is calculated at a fixed percentage of investment amount. The Company identifies a single performance obligation for each subscription service and recognizes subscription fee income when the customers successfully subscribe for the structured note products and underlying contract between the customer and financial institution becomes non-cancellable, which is the point in time when the control of service is completed. The Company recognizes revenue net of discount (if any) on a gross basis as the Company is determined to be the primary obligor in fulfilling the subscription services.

 

Other service revenues

 

The Company also provides other financial services including securities brokerage, consulting services, and currency exchange services, and earns securities brokerage commissions, consultancy fee income and other revenues, which are recognized when the service is rendered according to the relevant contracts. For the six months ended September 30, 2024 and 2023, other revenues accounted for 2.1% and 3.4% of total revenues from Contracts with Customers, respectively.

  

Sources of revenue

 

The Company has one revenue generating reportable geographic segment under ASC Topic 280 “Segment Reporting” and derives its revenues primarily from its futures brokerage service. The following table presents revenues from contracts with customers, in accordance with ASC Topic 606, by major source:

 

   For the Six Months Ended
September 30,
 
   2024   2023 
Futures brokerage commissions        
Commission on futures broking earned from Hong Kong Exchange  $109,127   $429,708 
Commission on futures broking from overseas Exchanges   859,086    1,901,015 
    968,213    2,330,723 
Trading solution service revenues   429,215    1,691,441 
Other service revenues   38,534    239,503 
   $1,435,962   $4,261,667 

 

b)Trading gains, interest income and other

 

Trading gains and losses, interest income from loan business and other interest income fall within the scope of ASC Topic 825, Financial Instruments, which is excluded from the scope of ASC Topic 606. Trading gains and losses mainly consist of realized and unrealized gains and losses from the (1) investment in OTC derivative business. The Company subscribed for 50% of the structured note portfolio. According to the agreements among the Company and other holders of structured notes, (i) in the event the portfolio makes gains and declares distribution of dividends from the portfolio, the Company is entitled to 20% of dividends, (ii) in the event the portfolio suffers losses, the other 50% holders of structured notes shall bear the losses until the net assets of the portfolio reached 55% of total subscription amount, and (iii) in the event the net assets of portfolio is below 55% of subscription amount, the portfolio is terminated, (2) US common stocks, which are included in Securities owned, at fair value, and (3) foreign exchange forward purchased on the investment accounts in JP Morgan.

 

For the six months ended September 30, 2024, the Company provided the loan business to third party customers. The business was approved by Hong Kong Licensing Court under the Money Lenders Ordinance. The Company disbursed loans to customers for a fixed period and charged interests from the customers. The principal and interest are repayable upon the maturity of the loans.

 

Interest and other income primarily consist of interests earned on bank deposit.

 

Translation of foreign currencies

 

The functional currencies are the U.S. dollar for the Company’s Cayman Islands operations, Hong Kong dollar for Hong Kong subsidiaries’ operations, Australian dollar for Australian subsidiaries’ operations, and Singapore dollar for Singapore subsidiaries’ operations. The Company’s reporting currency is the U.S. dollar. Assets and liabilities denominated in foreign currencies are translated at year-end exchange rates, income statement accounts are translated at average rates of exchange for the year and equity is translated at historical exchange rates. Any translation gains or losses are recorded in other comprehensive (loss) income. Gains or losses resulting from foreign currency transactions are included in net income.

 

The following table outlines the currency exchange rates that were used in creating the consolidated financial statements in this report:

 

   September 30,
2024
   March 31,
2024
 
HKD exchange rate for balance sheet items, except for equity accounts   7.7693    7.8259 
AUD exchange rate for balance sheet items, except for equity accounts   1.4422    1.5328 
SGD exchange rate for balance sheet items, except for equity accounts   1.2831    1.3475 

 

   For the Six Months Ended
September 30,
 
   2024   2023 
HKD exchange rate for items in the statements of income and comprehensive income, and statements of cash flows   7.8084    7.8317 
AUD exchange rate for items in the statements of income and comprehensive income, and statements of cash flows   1.5051    N/A 
SGD exchange rate for items in the statements of income and comprehensive income, and statements of cash flows   1.3362    1.3443 

 

 

Fair value of financial instruments

 

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of the fair value hierarchy are described below:

 

Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 1 assets included (i) money market funds which was included in cash and cash equivalents, (ii) US treasury notes which were recorded in the account of available-for-sale investment and (iii) securities owned, at fair value.

 

Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. As of September 30, 2024 and March 31, 2024 and for the six months ended September 30, 2024, foreign currency forward contracts were categorized in Level 2 of the fair value hierarchy.

 

Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value. Warrants were measured at fair value using unobservable inputs and categorized in Level 3 of the fair value hierarchy (Note 11).

 

As of September 30, 2024 and March 31, 2024, financial instruments of the Company comprised primarily current assets and current liabilities including cash and cash equivalents, restricted cash, loans receivable, receivables from customers, both third parties and related party, receivables from broker-dealers and clearing organizations, securities owned, at fair value, payables to customers and payables to holders of structured notes. The carrying amount of cash and cash equivalents, restricted cash, loans receivable, receivables from customers, both third parties and related party, receivables from broker-dealers and clearing organizations, payables to customers and payables to holders of structured notes approximate their fair values because of the short-term nature of these instruments. Securities owned, at fair value as of September 30, 2024 and March 31, 2024, mainly consist of common stock investments and are based upon quoted market price.

 

Concentration   

 

For the six months ended September 30, 2024, one customer accounted for approximately 35% of total revenue. For the six months ended September 30, 2023, one customer accounted for approximately 15% of total revenue.

 

For the six months ended September 30, 2024, two brokers accounted for approximately 81% and 16% of the total commission expenses. For the six months ended September 30, 2023, two brokers accounted for approximately 71%, and 22% of the total commission expenses. 

 

As of September 30, 2024, the payable balance due to four customers accounted for approximately 63%, 11%, 7% and 5% of the total balance of payable to customers. As of March 31, 2024, the payable balance due to four customers accounted for approximately 24%, 22%, 13%, and 13% of the total balance of payable to customers.

 

Recent Accounting Pronouncements

 

In December 2023, the FASB issued ASU 2023-09, which is an update to Topic 740, Income Taxes. The amendments in this update related to the rate reconciliation and income taxes paid disclosures improve the transparency of income tax disclosures by requiring (1) adding disclosures of pretax income (or loss) and income tax expense (or benefit) to be consistent with U.S. Securities and Exchange Commission (SEC) Regulation S-X 210.4-08(h), Rules of General Application—General Notes to Financial Statements: Income Tax Expense, and (2) removing disclosures that no longer are considered cost beneficial or relevant. For public business entities, the amendments in this Update are effective for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this Update should be applied on a prospective basis. Retrospective application is permitted.

 

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements — codification amendments in response to SEC’s disclosure Update and Simplification initiative which amend the disclosure or presentation requirements of codification subtopic 230-10 Statement of Cash Flows—Overall, 250-10 Accounting Changes and Error Corrections— Overall, 260-10 Earnings Per Share— Overall, 270-10 Interim Reporting— Overall, 440-10 Commitments—Overall, 470-10 Debt—Overall, 505-10 Equity—Overall, 815-10 Derivatives and Hedging—Overall, 860-30 Transfers and Servicing—Secured Borrowing and Collateral, 932-235 Extractive Activities— Oil and Gas—Notes to Financial Statements, 946-20 Financial Services— Investment Companies— Investment Company Activities, and 974-10 Real Estate—Real Estate Investment Trusts—Overall. The amendments represent changes to clarify or improve disclosure and presentation requirements of above subtopics. Many of the amendments allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the SEC’s requirements. Also, the amendments align the requirements in the Codification with the SEC’s regulations. For entities subject to existing SEC disclosure requirements or those that must provide financial statements to the SEC for securities purposes without contractual transfer restrictions, the effective date aligns with the date when the SEC removes the related disclosure from Regulation S-X or Regulation S-K. Early adoption is not allowed. For all other entities, the amendments will be effective two years later from the date of the SEC’s removal.

 

The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the consolidated financial position, statements of income and cash flows.

v3.24.4
Receivables from Customers
6 Months Ended
Sep. 30, 2024
Receivables from Customers [Abstract]  
Receivables from customers

3. Receivables from customers

 

As of September 30, 2024 and March 31, 2024, receivables from customers consisted of the following:

 

   September 30,
2024
   March 31,
2024
 
   (unaudited)     
Receivable due from trading solution services  $3,923,517   $3,510,142 
Less: allowance for credit losses   -    - 
   $3,923,517   $3,510,142 

 

As of September 30, 2024 and March 31, 2024, the Company assessed collection from customers and did not deem it necessary to reserve for credit losses against receivables from customers.

v3.24.4
Loans Receivable
6 Months Ended
Sep. 30, 2024
Loans Receivable [Abstract]  
Loans receivable

4. Loans receivable 

 

As of September 30, 2024 and March 31, 2024, loans receivable consisted of the following:

 

   September 30,
2024
   March 31,
2024
 
   (unaudited)     
Receivable due from customers holding US stocks (i)  $2,099,930   $519,311 
Less: allowance for expected credit loss on receivable due from customers holding US stocks   (11,322)   (11,240)
    2,088,608    508,071 
Loans receivable (ii)   11,721,697    4,146,564 
   $13,810,305   $4,654,635 

 

(i)The balance due from customers holding US stocks represented the purchase price of stock exceeding the deposits paid by customers which traded these US stocks through the Company’s platform. The US stocks were under custody of the Company, and the customers shall fully pay the balance to the Company before they sell these stocks. As of September 30, 2024 and March 31, 2024, the Company had allowance for expected credit loss of $11,322 and $11,240, respectively, against the receivables due from these customers because the fair value of the stocks was below the receivables due from the customers.

 

  (ii) During the second half of the year ended March 31, 2024, the Company launched loan business, which was approved by Hong Kong Licensing Court under the Money Lenders Ordinance. The Company disburses loans to customers for a fixed period and charges interest from the customers. The principal and interest are repayable upon the maturity of the loans. As of September 30, 2024, the loans receivable were comprised of principal of $11,301,556 and interest of $420,141. As of March 31, 2024, the loans receivables were comprised of principal of $4,026,819 and interest of $119,745.

 

For the six months ended September 30, 2024, the Company recognized interest income of $313,868 from the loan business.

v3.24.4
Fixed Assets, Net
6 Months Ended
Sep. 30, 2024
Fixed Assets, Net [Abstract]  
Fixed assets, net

5. Fixed assets, net

 

As of September 30, 2024 and March 31, 2024, fixed assets consisted of the following:

 

   September 30,
2024
   March 31,
2024
 
   (unaudited)     
Investment properties  $415,509   $412,504 
Computer and electronic equipment   46,802    57,130 
Software   86,490    85,865 
Less: accumulated depreciation   (103,097)   (96,996)
   $445,704   $458,503 

 

Depreciation expense was $17,024 and $13,037 for the six months ended September 30, 2024 and 2023, respectively.

v3.24.4
Employee Benefits
6 Months Ended
Sep. 30, 2024
Employee Benefits [Abstract]  
Employee benefits

6. Employee benefits

 

All salaried employees of the Company in Hong Kong are enrolled in a Mandatory Provident Fund Scheme (“MPF scheme”) scheme under the Hong Kong Mandatory Provident Fund Schemes Ordinance, within two months of employment. The MPF scheme is a defined contribution retirement plan administered by an independent trustee. The Company makes regular contributions of 5% of the employee’s relevant income to the MPF scheme, subject to a maximum of $192 per month. Contributions to the plan vest immediately. The Company recorded MPF expense of $10,117 and $9,385 for the six months ended September 30, 2024 and 2023, respectively.

v3.24.4
Fair Value
6 Months Ended
Sep. 30, 2024
Fair Value [Abstract]  
Fair value

7. Fair value

 

The following table presents information about the Company’s assets by major category measured at fair value on a recurring basis as of September 30, 2024 and March 31, 2024 and indicates the fair value hierarchy of the valuation technique utilized by the Company to determine such fair value.

 

Assets measured at fair value on a recurring basis as of September 30, 2024 and March 31, 2024 are as follows:

 

   September 30, 2024 
   Carrying   Fair Value 
   Value   Level 1   Level 2   Level 3   Total 
Assets:                    
Securities owned, at fair value  $416,271   $416,271   $-   $    -   $416,271 
Money market fund   180,193    180,193    -    -    180,193 
US Treasury notes   998,266    998,266    -    -    998,266 
Foreign currency forward contracts   272,824    -    272,824    -    272,824 
Total assets at fair value  $1,867,554   $1,594,730   $272,824   $-   $1,867,554 

 

   March 31, 2024 
   Carrying   Fair Value 
   Value   Level 1   Level 2   Level 3   Total 
Assets:                    
Securities owned, at fair value  $946,619   $946,619   $-   $  -   $946,619 
Money market fund   175,373    175,373    -    -    175,373 
US Treasury notes   991,862    991,862    -    -    991,862 
Foreign currency forward contracts   468,919    -    468,919    -    468,919 
Total assets at fair value  $2,582,773   $2,113,854   $468,919   $-   $2,582,773 

 

There was no transfer between any levels during the six months ended September 30, 2024 and 2023, respectively.

v3.24.4
Operating Lease
6 Months Ended
Sep. 30, 2024
Operating lease [Abstract]  
Operating lease

8. Operating lease

 

As of September 30, 2024, the Company had two non-cancelable office operating lease agreements with third-party lessors, with lease terms ranging between two years and three years. The lease agreements mature from March 2025 through September 2027.  The Company considers the renewal or termination options that are reasonably certain to be exercised in the determination of the lease term and initial measurement of right of use assets and lease liabilities. Lease expense for lease payment is recognized on a straight-line basis over the lease term.

 

The Company determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company discount lease payments based on an estimate of its incremental borrowing rate.

 

The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

 

The table below presents the operating lease related assets and liabilities recorded on the balance sheets.

 

   September 30, 2024   March 31, 2024 
   (unaudited)     
Rights of use lease assets  $261,359   $59,689 
           
Operating lease liabilities  $263,546   $64,826 

 

The weighted average remaining lease terms and discount rates for the above operating leases were as follows.

 

   September 30, 2024   March 31, 2024 
   (unaudited)     
Remaining lease term and discount rate        
Weighted average remaining lease term (years)  $2.87   $0.61 
Weighted average discount rate   5%   5%

 

During the six months ended September 30, 2024 and 2023, the Company incurred total operating lease expense of $61,185 and $60,941, respectively.

 

The following is a schedule, by years, of maturities of lease liabilities as of September 30, 2024:

 

Six months ending March 31, 2025  $72,332 
Twelve months ending March 31, 2026   88,051 
Twelve months ending March 31, 2027   88,051 
Twelve months ending March 31, 2028   33,019 
Total lease payment   281,453 
Less: imputed interest   (17,907)
Present value of lease liabilities  $263,546 
v3.24.4
Long-Term Investments
6 Months Ended
Sep. 30, 2024
Long-Term Investments [Abstract]  
Long-term investments

9. Long-term investments

 

As of September 30, 2024 and March 31, 2024, long-term investments consisted of the following:

 

   September 30,
2024
   March 31,
2024
 
   (unaudited)     
Investment in a partnership  $256,420   $256,420 
Investment in cost-method investees   3,247,784    1,747,784 
   $3,504,204   $2,004,204 

 

On June 24, 2022, the Company entered into a partnership agreement to invest $256,420 (HKD 2,000,000) for 20% partnership interest in the limited partnership. The funds raised by the limited partnership are invested in biological entities. As of September 30, 2024 and March 31, 2024, the limited partnership incurred limited operations, and the Company did not record its share of the operating loss of the limited partnership for the six months ended September 30, 2024 and 2023. As of September 30, 2024 and March 31, 2024, no significant impairment indicators have been noted in connection with the investment.

 

As of September 30, 2024 and March 31, 2024, the investments in cost-method investees represented investments in four and three privately held companies, respectively, over which the Company owned equity interest of neither has control nor significant influence through investment in ordinary shares. The Company accounted for the investment in these privately held companies using the measurement alternative at cost, less impairment, with subsequent adjustments for observable price changes resulting from orderly transactions for identical or similar investments of the same issuers. These privately held companies incurred minimal losses through September 30, 2024. For the six months ended September 30, 2024 and 2023, the Company did not record upward adjustments or downward adjustments on the investment. The Company’s impairment analysis considers both qualitative and quantitative factors that may have a significant effect on the fair value of the equity security. As of September 30, 2024 and March 31, 2024, the Company did not recognize impairment against the investment security.

v3.24.4
Share-Based Compensation
6 Months Ended
Sep. 30, 2024
Share-Based Compensation [Abstract]  
Share-based compensation

10. Share-based compensation

 

Effective on May 31, 2022, the Company employed three non-executive directors. As part of compensation expenses, the Company agreed to issue ordinary shares to the three directors. On quarterly basis, each director would receive ordinary shares with a fair value of $5,000, and the number of ordinary shares is determined by the closing market price on issuance dates.

 

For the six months ended September 30, 2023, the Company issued an aggregate of 4,194 ordinary shares to the three directors and recognized share-based compensation expense of $11,742.

 

For the six months ended September 30, 2024, the Company issued an aggregate of 11,334 ordinary shares to the three directors and recognized share-based compensation expense of $29,944.

v3.24.4
Equity
6 Months Ended
Sep. 30, 2024
Equity [Abstract]  
Equity

11. Equity

 

Ordinary shares

 

The Company’s authorized share capital is 50,000,000 ordinary shares, par value $0.001 per share. On August 1, 2019, the Company issued 50,000,000 ordinary shares, which was considered as being part of the reorganization of the Company. On October 4, 2024, the Board of the Company approved the adoption of a dual-class share capital structure, pursuant to which the Company (i) reclassified all ordinary shares of the Company issued and outstanding into class A ordinary shares of the Company with a par value of US$0.001 each; (ii) redesignated 10,000,000 authorized but unissued ordinary shares of the Company into10,000,000 class B ordinary shares of the Company with a par value of US$0.001 each (the “Class B Ordinary Shares”); and (iii) redesignated the remaining authorized but unissued ordinary shares of the Company into Class A Ordinary Shares on a one-for-one basis.

 

On September 9, 2021, the sole shareholder of the Company surrendered 20,000,000 ordinary shares of US$0.001 par value each for no consideration. On September 9, 2021 the Company’s shareholders and Board of Directors approved to amend the authorized share capital from US$50,000, divided into 50,000,000 ordinary shares of a par value of US$0.001 per share, to US$150,000, divided into 150,000,000 ordinary shares of a par value of US$0.001 per share. The Company believes it is appropriate to reflect such changes in share structure on a retroactive basis pursuant to ASC 260. The Company has retroactively restated all shares and per share data for all periods presented. As a result, the Company had 150,000,000 authorized shares, par value of US$0.001, of which 30,000,000 and 30,000,000 were issued and outstanding as of March 31, 2022 and 2021.

 

On June 3, 2022, the Company completed its IPO on NASDAQ. In this offering, 5,000,000 ordinary shares were issued at a price of $5.00 per share. In addition, the Company incurred offering costs of $2,507,160 related to the IPO, which was charged as a reduction against additional paid-in capital. The Company raised net proceeds of $22,492,840 from the IPO.

 

On June 17, 2022, the Company issued 50,000 ordinary shares to its US counsel as a service fee equivalent to $200,000 for successful listing. The Company recorded the issuance as a share-based compensation expense of $200,000 as additional paid-in capital.  On January 20, the US counsel and the Company entered into an agreement relating to cancellation of 50,000 ordinary shares. In return, the Company paid cash consideration of $200,000 as service fees to the Company. The Company reversed the ordinary shares and additional paid-in capital.  

 

On February 11, 2024, the Company entered into a securities purchase agreement (“Private Placement”) with an investor providing for the issuance and sale of (i) 2,000,000 ordinary shares of the Company, par value $0.001 per share, and (ii) registered warrants to purchase up to an aggregate of 2,000,000 Ordinary Shares at $2.75 per share, subject to adjustments thereunder, including a reduction in the exercise price, in the event of a subsequent offering at a price less than the then current exercise price, to the same price as the price in such offering (“Registered Warrants”). The Company collected net proceeds of $4,389,992 from the private placement.

 

For the six months ended September 30, 2024 and 2023, the Company issued an aggregate of 11,334 and 4,194 ordinary shares, respectively, to three non-executive directors as part of their compensation.

 

As of September 30, 2024 and March 31, 2024, the Company had 37,027,141 and 37,015,807 Class A Ordinary shares issued and outstanding, respectively. As of September 30, 2024 and March 31, 2024, the Company had nil Class B Ordinary shares issued and outstanding.

 

Registered Warrants

 

In connection with the Private Placement on February 11, 2024, the Company issued Registered Warrants to purchase up to an aggregate of 2,000,000 Ordinary Shares at $2.75 per share, subject to adjustments thereunder, including a reduction in the exercise price, in the event of a subsequent offering at a price less than the then current exercise price, to the same price as the price in such offering at a purchase price of $2.50 per ordinary share and accompanying Registered Warrant. The Registered Warrants are exercisable immediately upon issuance and will expire three (3) months from the date of issuance. As of the expiry date on May 11, 2024, the Registered Warrants were not exercised.

 

As the warrants meet the criteria for equity classification under ASC 815-40, the warrants are classified as equity.

v3.24.4
Income Taxes
6 Months Ended
Sep. 30, 2024
Income Taxes [Abstract]  
Income taxes

12. Income taxes

 

The Company evaluates the level of authority for each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. For the six months ended September 30, 2024 and 2023, the Company had no unrecognized tax benefits. Due to uncertainties surrounding future utilization, the Company estimates there will not be sufficient future income to realize the deferred tax assets arising from net operating losses for the Company’s subsidiaries. The Company maintains a full valuation allowance on its net deferred tax assets arising from net operating losses as of September 30, 2024 and March 31, 2024.

 

The Company does not anticipate any significant increase to its liability for unrecognized tax benefit within the next 12 months. The Company will classify interest and penalties related to income tax matters, if any, in income tax expense.

 

For the six months ended September 30, 2024 and 2023, the Company had a current income tax benefits of $nil and $75,422, respectively.

v3.24.4
Related Party Transaction and Balance
6 Months Ended
Sep. 30, 2024
Related Party Transaction and Balance [Abstract]  
Related party transaction and balance

13. Related party transaction and balance

 

a. Nature of relationships with related parties

 

Name   Relationship with the Company
Mr. Huaixi Yang   Immediate family member of Ms. Junli Yang, the Chairwoman of the Board
PRO800 Limited (“PRO800”)   Wholly owned by Ms. Junli Yang, the controlling shareholder of the Company

 

b. Related parties transactions 

 

On April 12, 2023, the Company, through ZYAL, closed an acquisition of 100% equity interest in TOP 500 SEC PTY LTD (“Top 500”) from PRO800 for cash consideration of $700,000. The Company fully paid the cash consideration by the closing date.

 

c. Balance with related parties

 

   Nature  September 30,
2024
   March 31,
2024
 
            
Mr. Huaixi Yang  Receivable due from customers – a related party  $1,657,435   $1,548,088 

 

The balance due from Mr. Huaixi Yang represented the purchase price of stock exceeding the deposits paid by customers which traded these US stocks through the Company’s platform. The US stocks were under custody of the Company, and the related parties shall fully settle the balance to the Company before they sell these stocks.

v3.24.4
Regulatory Requirements
6 Months Ended
Sep. 30, 2024
Regulatory Requirements [Abstract]  
Regulatory requirements

14. Regulatory requirements

 

The following table illustrates the minimum regulatory capital as established by the Hong Kong Securities and Futures Commission that the Company’s subsidiaries were required to maintain as of September 30, 2024 and March 31, 2024 and the actual amounts of capital that were maintained.

 

Capital requirements as of September 30, 2024:

 

   Minimum             
   Regulatory   Capital   Excess   Percent of 
   Capital   Levels   Net   Requirement 
   Requirements   Maintained   Capital   Maintained 
Zhong Yang Securities Limited  $386,135   $10,387,808   $10,001,673    2,690%
Zhong Yang Capital Limited   386,135    674,192    288,057    175%
Total  $772,270   $11,062,000   $10,289,730    1,432%

 

Capital requirements as of March 31, 2024:

 

   Minimum             
   Regulatory   Capital   Excess   Percent of 
   Capital   Levels   Net   Requirement 
   Requirements   Maintained   Capital   Maintained 
Zhong Yang Securities Limited  $383,342   $1,273,900   $890,558    332%
Zhong Yang Capital Limited   383,342    636,850    253,508    166%
Total  $766,684   $1,910,750   $1,144,066    249%
v3.24.4
Accounting Policies, by Policy (Policies)
6 Months Ended
Sep. 30, 2024
Summary of Significant Accounting Policies [Abstract]  
Basis of presentation and principle of consolidation

Basis of presentation and principle of consolidation

The interim unaudited condensed consolidated financial statements are prepared and presented in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).

The unaudited condensed consolidated balance sheet as of September 30, 2024 and the unaudited condensed consolidated statements of operations and comprehensive (loss) income for the six months ended September 30, 2024 and 2023 have been prepared without audit, pursuant to the rules and regulations of the SEC and pursuant to Regulation S-X. Certain information and footnote disclosures, which are normally included in annual financial statements prepared in accordance with U.S. GAAP, have been omitted pursuant to those rules and regulations. The unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto, included in the Form 20-F for the fiscal year ended March 31, 2024, which was filed with the SEC on July 30, 2024.

In the opinion of the management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments which are necessary for a fair presentation of financial results for the interim periods presented. The Company believes that the disclosures are adequate to make the information presented not misleading. The accompanying unaudited condensed consolidated financial statements have been prepared using the same accounting policies as used in the preparation of the Company’s consolidated financial statements for the year ended March 31, 2024. The results of operations for the six months ended September 30, 2024 and 2023 are not necessarily indicative of the results for the full years.

The unaudited condensed consolidated financial statements include the financial statements of the parent company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

 

Use of estimates

Use of estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U. S. (“U.S. GAAP”) requires the use of estimates and assumptions that affect both the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

Receivables from broker-dealers and clearing organizations

Receivables from broker-dealers and clearing organizations

Receivables arise from the business of dealing in futures or investment securities. Broker-dealers will require balances to be placed with them in order to cover the positions taken by its customers. Clearing house receivables typically represent proceeds receivable on trades that have yet to settle and are usually collected within two days. The balance of receivables from broker-dealers and clearing organizations represents such receivables related to the Company’s customer trading activities and proprietary trading activities.

As of September 30, 2024 and March 31, 2024, receivables from broker-dealers and clearing organizations consisted of the following:

   September 30,
2024
   March 31,
2024
 
   (unaudited)     
Receivables from broker-dealers and clearing organizations for futures customer accounts  $10,643,321   $3,739,268 
Receivables from broker-dealers and clearing organizations for securities customer accounts   74,563    97,425 
Receivables from broker-dealers and clearing organizations for securities proprietary trading   1,931,801    166,289 
   $12,649,685   $4,002,982 
Receivables from customers

Receivables from customers

Receivables from customers include the trading solution services fees and other amounts due from customers once the transactions have been executed and completed. Receivables from customers are recorded net of allowance for expected credit losses. Revenues earned from the futures brokerage service are included in futures brokerage commission, and revenues earned from trading solution services are included in trading solution services income. The amounts receivable from customers that are determined by management to be uncollectible are recorded as expected credit losses in the consolidated statements of operations. For the six months ended September 30, 2024 and 2023, allowance for expected credit losses were $nil.

 

Revenue Recognition

Revenue Recognition

a) Revenue from Contracts with Customers

The Company early adopted ASC 606, Revenue from Contracts with Customers (“ASC 606”) on April 1, 2018 using the modified retrospective approach. The adoption of this ASC 606 did not have a material impact on the Company’s consolidated financial statements. ASC 606 establishes principles for reporting information about the nature, amount, timing and uncertainty of revenues and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenues to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. In according with ASC 606, revenues are recognized when the Company satisfies the performance obligations by delivering the promised services to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services.

The Company identified each distinct service as a performance obligation. The recognition and measurement of revenues is based on the assessment of individual contract terms. The Company applied a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. The Company has no material incremental costs of obtaining contracts with customers that the Company expects the benefit of those costs to be longer than one year, which need to be recognized as assets.

Futures brokerage commissions

The Company earns fees and commissions from futures brokerage services based on a fixed rate for each transaction, all of which are under the consolidated accounts where the customer information are not disclosed to the third party brokers. When a customer executes a futures transaction through the Company’s platform, futures brokerage commission is recognized upon the completion of this transaction. Only a single performance obligation is identified for each futures trading transaction, and the performance obligation is satisfied on the trade date because that is when the underlying financial instrument is identified, the pricing of brokerage service is agreed upon and the promised services are delivered to customers. All of the Company’s revenues from contracts with customers are recognized at a point in time. The futures brokerage service could not be cancelled once it’s executed and is not refundable, so returns and allowances are not applicable. Commissions are charged for each customer trade order executed and cleared by the third-party brokers. The Company recognizes revenues on a gross basis as the Company is determined to be the primary obligor in fulfilling the trade order initiated by the customer. The Company may offer volume rebate as trading incentive to certain customer. The Company will review the customer’s transaction volume monthly and provide volume rebates on the commission charged to specific customers with large volume transactions. The volume rebate offered to such customer is accounted for as a variable consideration and determined based on most-likely amount method, which is recognized as a reduction of revenues. For the six months ended September 30, 2024 and 2023, the Company did not offer the volume rebates offered.

 

Trading solution services fees

The Company provides trading solution services to customers (e.g. individuals, proprietary trading companies or brokerage companies) for their trading on derivatives, equity, CFD and other financial products, through the internally developed proprietary investment management software. The Company’s trading solution provides a variety of functions suitable for front-end transaction executions to back-office settlement operations. The Company implements the initial installation of such software for each customer and provides hosting services for a period of time, generally two years, as agreed in the contracts. The initial installation is considered as a set-up activity, rather than a promised service to customer, which provides no incremental benefit to customer beyond permitting the access and use the hosted application. The Company identifies a single performance obligation from its contracts with customers. The Company charges each customer a fixed amount of initial installation fee and the monthly service fee based on a fixed rate per each transaction executed on the platform with a minimum monthly fee required. The Company recognizes the trading solution services as satisfied over the time.

Structured note subscription fees

The Company earns subscription service fees from customers by assisting customers to identify and subscribe for structured note products, which is calculated at a fixed percentage of investment amount. The Company identifies a single performance obligation for each subscription service and recognizes subscription fee income when the customers successfully subscribe for the structured note products and underlying contract between the customer and financial institution becomes non-cancellable, which is the point in time when the control of service is completed. The Company recognizes revenue net of discount (if any) on a gross basis as the Company is determined to be the primary obligor in fulfilling the subscription services.

Other service revenues

The Company also provides other financial services including securities brokerage, consulting services, and currency exchange services, and earns securities brokerage commissions, consultancy fee income and other revenues, which are recognized when the service is rendered according to the relevant contracts. For the six months ended September 30, 2024 and 2023, other revenues accounted for 2.1% and 3.4% of total revenues from Contracts with Customers, respectively.

  

Sources of revenue

The Company has one revenue generating reportable geographic segment under ASC Topic 280 “Segment Reporting” and derives its revenues primarily from its futures brokerage service. The following table presents revenues from contracts with customers, in accordance with ASC Topic 606, by major source:

   For the Six Months Ended
September 30,
 
   2024   2023 
Futures brokerage commissions        
Commission on futures broking earned from Hong Kong Exchange  $109,127   $429,708 
Commission on futures broking from overseas Exchanges   859,086    1,901,015 
    968,213    2,330,723 
Trading solution service revenues   429,215    1,691,441 
Other service revenues   38,534    239,503 
   $1,435,962   $4,261,667 
b)Trading gains, interest income and other

Trading gains and losses, interest income from loan business and other interest income fall within the scope of ASC Topic 825, Financial Instruments, which is excluded from the scope of ASC Topic 606. Trading gains and losses mainly consist of realized and unrealized gains and losses from the (1) investment in OTC derivative business. The Company subscribed for 50% of the structured note portfolio. According to the agreements among the Company and other holders of structured notes, (i) in the event the portfolio makes gains and declares distribution of dividends from the portfolio, the Company is entitled to 20% of dividends, (ii) in the event the portfolio suffers losses, the other 50% holders of structured notes shall bear the losses until the net assets of the portfolio reached 55% of total subscription amount, and (iii) in the event the net assets of portfolio is below 55% of subscription amount, the portfolio is terminated, (2) US common stocks, which are included in Securities owned, at fair value, and (3) foreign exchange forward purchased on the investment accounts in JP Morgan.

For the six months ended September 30, 2024, the Company provided the loan business to third party customers. The business was approved by Hong Kong Licensing Court under the Money Lenders Ordinance. The Company disbursed loans to customers for a fixed period and charged interests from the customers. The principal and interest are repayable upon the maturity of the loans.

Interest and other income primarily consist of interests earned on bank deposit.

 

Translation of foreign currencies

Translation of foreign currencies

The functional currencies are the U.S. dollar for the Company’s Cayman Islands operations, Hong Kong dollar for Hong Kong subsidiaries’ operations, Australian dollar for Australian subsidiaries’ operations, and Singapore dollar for Singapore subsidiaries’ operations. The Company’s reporting currency is the U.S. dollar. Assets and liabilities denominated in foreign currencies are translated at year-end exchange rates, income statement accounts are translated at average rates of exchange for the year and equity is translated at historical exchange rates. Any translation gains or losses are recorded in other comprehensive (loss) income. Gains or losses resulting from foreign currency transactions are included in net income.

The following table outlines the currency exchange rates that were used in creating the consolidated financial statements in this report:

   September 30,
2024
   March 31,
2024
 
HKD exchange rate for balance sheet items, except for equity accounts   7.7693    7.8259 
AUD exchange rate for balance sheet items, except for equity accounts   1.4422    1.5328 
SGD exchange rate for balance sheet items, except for equity accounts   1.2831    1.3475 
   For the Six Months Ended
September 30,
 
   2024   2023 
HKD exchange rate for items in the statements of income and comprehensive income, and statements of cash flows   7.8084    7.8317 
AUD exchange rate for items in the statements of income and comprehensive income, and statements of cash flows   1.5051    N/A 
SGD exchange rate for items in the statements of income and comprehensive income, and statements of cash flows   1.3362    1.3443 
Fair value of financial instruments

Fair value of financial instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of the fair value hierarchy are described below:

Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 1 assets included (i) money market funds which was included in cash and cash equivalents, (ii) US treasury notes which were recorded in the account of available-for-sale investment and (iii) securities owned, at fair value.

Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. As of September 30, 2024 and March 31, 2024 and for the six months ended September 30, 2024, foreign currency forward contracts were categorized in Level 2 of the fair value hierarchy.

Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value. Warrants were measured at fair value using unobservable inputs and categorized in Level 3 of the fair value hierarchy (Note 11).

As of September 30, 2024 and March 31, 2024, financial instruments of the Company comprised primarily current assets and current liabilities including cash and cash equivalents, restricted cash, loans receivable, receivables from customers, both third parties and related party, receivables from broker-dealers and clearing organizations, securities owned, at fair value, payables to customers and payables to holders of structured notes. The carrying amount of cash and cash equivalents, restricted cash, loans receivable, receivables from customers, both third parties and related party, receivables from broker-dealers and clearing organizations, payables to customers and payables to holders of structured notes approximate their fair values because of the short-term nature of these instruments. Securities owned, at fair value as of September 30, 2024 and March 31, 2024, mainly consist of common stock investments and are based upon quoted market price.

 

Concentration

Concentration   

For the six months ended September 30, 2024, one customer accounted for approximately 35% of total revenue. For the six months ended September 30, 2023, one customer accounted for approximately 15% of total revenue.

For the six months ended September 30, 2024, two brokers accounted for approximately 81% and 16% of the total commission expenses. For the six months ended September 30, 2023, two brokers accounted for approximately 71%, and 22% of the total commission expenses. 

As of September 30, 2024, the payable balance due to four customers accounted for approximately 63%, 11%, 7% and 5% of the total balance of payable to customers. As of March 31, 2024, the payable balance due to four customers accounted for approximately 24%, 22%, 13%, and 13% of the total balance of payable to customers.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, which is an update to Topic 740, Income Taxes. The amendments in this update related to the rate reconciliation and income taxes paid disclosures improve the transparency of income tax disclosures by requiring (1) adding disclosures of pretax income (or loss) and income tax expense (or benefit) to be consistent with U.S. Securities and Exchange Commission (SEC) Regulation S-X 210.4-08(h), Rules of General Application—General Notes to Financial Statements: Income Tax Expense, and (2) removing disclosures that no longer are considered cost beneficial or relevant. For public business entities, the amendments in this Update are effective for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this Update should be applied on a prospective basis. Retrospective application is permitted.

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements — codification amendments in response to SEC’s disclosure Update and Simplification initiative which amend the disclosure or presentation requirements of codification subtopic 230-10 Statement of Cash Flows—Overall, 250-10 Accounting Changes and Error Corrections— Overall, 260-10 Earnings Per Share— Overall, 270-10 Interim Reporting— Overall, 440-10 Commitments—Overall, 470-10 Debt—Overall, 505-10 Equity—Overall, 815-10 Derivatives and Hedging—Overall, 860-30 Transfers and Servicing—Secured Borrowing and Collateral, 932-235 Extractive Activities— Oil and Gas—Notes to Financial Statements, 946-20 Financial Services— Investment Companies— Investment Company Activities, and 974-10 Real Estate—Real Estate Investment Trusts—Overall. The amendments represent changes to clarify or improve disclosure and presentation requirements of above subtopics. Many of the amendments allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the SEC’s requirements. Also, the amendments align the requirements in the Codification with the SEC’s regulations. For entities subject to existing SEC disclosure requirements or those that must provide financial statements to the SEC for securities purposes without contractual transfer restrictions, the effective date aligns with the date when the SEC removes the related disclosure from Regulation S-X or Regulation S-K. Early adoption is not allowed. For all other entities, the amendments will be effective two years later from the date of the SEC’s removal.

The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the consolidated financial position, statements of income and cash flows.

v3.24.4
Summary of Significant Accounting Policies (Tables)
6 Months Ended
Sep. 30, 2024
Summary of Significant Accounting Policies [Abstract]  
Schedule of Receivables from Broker-Dealers and Clearing Organizations As of September 30, 2024 and March 31, 2024, receivables from broker-dealers and clearing organizations consisted of the following:
   September 30,
2024
   March 31,
2024
 
   (unaudited)     
Receivables from broker-dealers and clearing organizations for futures customer accounts  $10,643,321   $3,739,268 
Receivables from broker-dealers and clearing organizations for securities customer accounts   74,563    97,425 
Receivables from broker-dealers and clearing organizations for securities proprietary trading   1,931,801    166,289 
   $12,649,685   $4,002,982 
Schedule of Revenues from Contracts with Customers The following table presents revenues from contracts with customers, in accordance with ASC Topic 606, by major source:
   For the Six Months Ended
September 30,
 
   2024   2023 
Futures brokerage commissions        
Commission on futures broking earned from Hong Kong Exchange  $109,127   $429,708 
Commission on futures broking from overseas Exchanges   859,086    1,901,015 
    968,213    2,330,723 
Trading solution service revenues   429,215    1,691,441 
Other service revenues   38,534    239,503 
   $1,435,962   $4,261,667 
Schedule of Currency Exchange Rates The following table outlines the currency exchange rates that were used in creating the consolidated financial statements in this report:
   September 30,
2024
   March 31,
2024
 
HKD exchange rate for balance sheet items, except for equity accounts   7.7693    7.8259 
AUD exchange rate for balance sheet items, except for equity accounts   1.4422    1.5328 
SGD exchange rate for balance sheet items, except for equity accounts   1.2831    1.3475 
   For the Six Months Ended
September 30,
 
   2024   2023 
HKD exchange rate for items in the statements of income and comprehensive income, and statements of cash flows   7.8084    7.8317 
AUD exchange rate for items in the statements of income and comprehensive income, and statements of cash flows   1.5051    N/A 
SGD exchange rate for items in the statements of income and comprehensive income, and statements of cash flows   1.3362    1.3443 
v3.24.4
Receivables from Customers (Tables)
6 Months Ended
Sep. 30, 2024
Receivables from Customers [Abstract]  
Schedule of Receivables from Customers As of September 30, 2024 and March 31, 2024, receivables from customers consisted of the following:
   September 30,
2024
   March 31,
2024
 
   (unaudited)     
Receivable due from trading solution services  $3,923,517   $3,510,142 
Less: allowance for credit losses   -    - 
   $3,923,517   $3,510,142 
v3.24.4
Loans Receivable (Tables)
6 Months Ended
Sep. 30, 2024
Loans Receivable [Abstract]  
Schedule of Loans Receivable As of September 30, 2024 and March 31, 2024, loans receivable consisted of the following:
   September 30,
2024
   March 31,
2024
 
   (unaudited)     
Receivable due from customers holding US stocks (i)  $2,099,930   $519,311 
Less: allowance for expected credit loss on receivable due from customers holding US stocks   (11,322)   (11,240)
    2,088,608    508,071 
Loans receivable (ii)   11,721,697    4,146,564 
   $13,810,305   $4,654,635 
(i)The balance due from customers holding US stocks represented the purchase price of stock exceeding the deposits paid by customers which traded these US stocks through the Company’s platform. The US stocks were under custody of the Company, and the customers shall fully pay the balance to the Company before they sell these stocks. As of September 30, 2024 and March 31, 2024, the Company had allowance for expected credit loss of $11,322 and $11,240, respectively, against the receivables due from these customers because the fair value of the stocks was below the receivables due from the customers.
  (ii) During the second half of the year ended March 31, 2024, the Company launched loan business, which was approved by Hong Kong Licensing Court under the Money Lenders Ordinance. The Company disburses loans to customers for a fixed period and charges interest from the customers. The principal and interest are repayable upon the maturity of the loans. As of September 30, 2024, the loans receivable were comprised of principal of $11,301,556 and interest of $420,141. As of March 31, 2024, the loans receivables were comprised of principal of $4,026,819 and interest of $119,745.
v3.24.4
Fixed Assets, Net (Tables)
6 Months Ended
Sep. 30, 2024
Fixed Assets, Net [Abstract]  
Schedule of Fixed Assets As of September 30, 2024 and March 31, 2024, fixed assets consisted of the following:
   September 30,
2024
   March 31,
2024
 
   (unaudited)     
Investment properties  $415,509   $412,504 
Computer and electronic equipment   46,802    57,130 
Software   86,490    85,865 
Less: accumulated depreciation   (103,097)   (96,996)
   $445,704   $458,503 
v3.24.4
Fair Value (Tables)
6 Months Ended
Sep. 30, 2024
Fair Value [Abstract]  
Schedule of Assets Measured at Fair Value on a Recurring Basis Assets measured at fair value on a recurring basis as of September 30, 2024 and March 31, 2024 are as follows:
   September 30, 2024 
   Carrying   Fair Value 
   Value   Level 1   Level 2   Level 3   Total 
Assets:                    
Securities owned, at fair value  $416,271   $416,271   $-   $    -   $416,271 
Money market fund   180,193    180,193    -    -    180,193 
US Treasury notes   998,266    998,266    -    -    998,266 
Foreign currency forward contracts   272,824    -    272,824    -    272,824 
Total assets at fair value  $1,867,554   $1,594,730   $272,824   $-   $1,867,554 
   March 31, 2024 
   Carrying   Fair Value 
   Value   Level 1   Level 2   Level 3   Total 
Assets:                    
Securities owned, at fair value  $946,619   $946,619   $-   $  -   $946,619 
Money market fund   175,373    175,373    -    -    175,373 
US Treasury notes   991,862    991,862    -    -    991,862 
Foreign currency forward contracts   468,919    -    468,919    -    468,919 
Total assets at fair value  $2,582,773   $2,113,854   $468,919   $-   $2,582,773 
v3.24.4
Operating Lease (Tables)
6 Months Ended
Sep. 30, 2024
Operating lease [Abstract]  
Schedule of Operating Lease Related Assets and Liabilities The table below presents the operating lease related assets and liabilities recorded on the balance sheets.
   September 30, 2024   March 31, 2024 
   (unaudited)     
Rights of use lease assets  $261,359   $59,689 
           
Operating lease liabilities  $263,546   $64,826 
The weighted average remaining lease terms and discount rates for the above operating leases were as follows.
   September 30, 2024   March 31, 2024 
   (unaudited)     
Remaining lease term and discount rate        
Weighted average remaining lease term (years)  $2.87   $0.61 
Weighted average discount rate   5%   5%
Schedule of Maturities of Lease Liabilities The following is a schedule, by years, of maturities of lease liabilities as of September 30, 2024:
Six months ending March 31, 2025  $72,332 
Twelve months ending March 31, 2026   88,051 
Twelve months ending March 31, 2027   88,051 
Twelve months ending March 31, 2028   33,019 
Total lease payment   281,453 
Less: imputed interest   (17,907)
Present value of lease liabilities  $263,546 
v3.24.4
Long-Term Investments (Tables)
6 Months Ended
Sep. 30, 2024
Long-Term Investments [Abstract]  
Schedule of Long-Term Investments As of September 30, 2024 and March 31, 2024, long-term investments consisted of the following:
   September 30,
2024
   March 31,
2024
 
   (unaudited)     
Investment in a partnership  $256,420   $256,420 
Investment in cost-method investees   3,247,784    1,747,784 
   $3,504,204   $2,004,204 
v3.24.4
Related Party Transaction and Balance (Tables)
6 Months Ended
Sep. 30, 2024
Related Party Transaction and Balance [Abstract]  
Schedule of Related Party Transaction and Balance Nature of relationships with related parties
Name   Relationship with the Company
Mr. Huaixi Yang   Immediate family member of Ms. Junli Yang, the Chairwoman of the Board
PRO800 Limited (“PRO800”)   Wholly owned by Ms. Junli Yang, the controlling shareholder of the Company
Balance with related parties
   Nature  September 30,
2024
   March 31,
2024
 
            
Mr. Huaixi Yang  Receivable due from customers – a related party  $1,657,435   $1,548,088 
v3.24.4
Regulatory Requirements (Tables)
6 Months Ended
Sep. 30, 2024
Regulatory Requirements [Abstract]  
Schedule of Capital Requirements Capital requirements as of September 30, 2024:
   Minimum             
   Regulatory   Capital   Excess   Percent of 
   Capital   Levels   Net   Requirement 
   Requirements   Maintained   Capital   Maintained 
Zhong Yang Securities Limited  $386,135   $10,387,808   $10,001,673    2,690%
Zhong Yang Capital Limited   386,135    674,192    288,057    175%
Total  $772,270   $11,062,000   $10,289,730    1,432%
Capital requirements as of March 31, 2024:
   Minimum             
   Regulatory   Capital   Excess   Percent of 
   Capital   Levels   Net   Requirement 
   Requirements   Maintained   Capital   Maintained 
Zhong Yang Securities Limited  $383,342   $1,273,900   $890,558    332%
Zhong Yang Capital Limited   383,342    636,850    253,508    166%
Total  $766,684   $1,910,750   $1,144,066    249%
v3.24.4
Organization and Description of Business (Details)
Oct. 04, 2024
shares
Apr. 12, 2023
USD ($)
Sep. 30, 2024
$ / shares
shares
Mar. 31, 2024
$ / shares
shares
Feb. 09, 2023
Sep. 29, 2016
USD ($)
Sep. 29, 2016
HKD ($)
Apr. 22, 2015
USD ($)
Apr. 22, 2015
HKD ($)
Organization and Description of Business [Line Items]                  
Net assets deficits (in Dollars) | $   $ 5,200              
Additional paid-in capital (in Dollars) | $   705,200              
Authorized shares (in Shares) 10,000,000                
Unissued ordinary shares (in Shares)     10,000,000            
Business Combination [Member]                  
Organization and Description of Business [Line Items]                  
Cash consideration (in Dollars) | $   $ 700,000              
Zhong Yang Securities Limited (“ZYSL”) [Member]                  
Organization and Description of Business [Line Items]                  
Registered capital               $ 5,300,000 $ 41,400,000
Zhong Yang Capital Limited (“ZYCL”) [Member]                  
Organization and Description of Business [Line Items]                  
Registered capital           $ 600,000 $ 5,000,000    
Ms. Yang Junli [Member]                  
Organization and Description of Business [Line Items]                  
Ownership percentage     55.50%            
Ms. Ji An [Member]                  
Organization and Description of Business [Line Items]                  
Ownership percentage     20.20%            
Mr. Chen Tseng Yuan [Member]                  
Organization and Description of Business [Line Items]                  
Ownership percentage     10.00%            
Ms. Lo Yung Yung [Member]                  
Organization and Description of Business [Line Items]                  
Ownership percentage     8.30%            
Ms. Chen Hong [Member]                  
Organization and Description of Business [Line Items]                  
Ownership percentage     4.00%            
Mr. Li Jian [Member]                  
Organization and Description of Business [Line Items]                  
Ownership percentage     2.00%            
ZYIL [Member]                  
Organization and Description of Business [Line Items]                  
Equity interest percentage         100.00%        
ZYAL [Member]                  
Organization and Description of Business [Line Items]                  
Equity interest percentage   100.00%              
Class A Ordinary Shares [Member]                  
Organization and Description of Business [Line Items]                  
Par value per share (in Dollars per share) | $ / shares [1]     $ 0.001 $ 0.001          
Vote per share one                
Authorized shares (in Shares) [1]     140,000,000 140,000,000          
Class B Ordinary Shares [Member]                  
Organization and Description of Business [Line Items]                  
Par value per share (in Dollars per share) | $ / shares [1]     $ 0.001 $ 0.001          
Vote per share fifty                
Authorized shares (in Shares) [1]     10,000,000 10,000,000          
Unissued ordinary shares (in Shares) 10,000,000   10,000,000            
[1] The shares and per share information are presented on a retroactive basis to reflect the reclassification of Class A and Class B ordinary shares (Note 1).
v3.24.4
Summary of Significant Accounting Policies (Details) - USD ($)
6 Months Ended 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Mar. 31, 2024
Summary of Significant Accounting Policies [Line Items]      
Allowance for expected credit losses (in Dollars)    
Revenues from contracts with customers, percentage 2.10% 3.40%  
Structured note portfolio, description The Company subscribed for 50% of the structured note portfolio. According to the agreements among the Company and other holders of structured notes, (i) in the event the portfolio makes gains and declares distribution of dividends from the portfolio, the Company is entitled to 20% of dividends, (ii) in the event the portfolio suffers losses, the other 50% holders of structured notes shall bear the losses until the net assets of the portfolio reached 55% of total subscription amount, and (iii) in the event the net assets of portfolio is below 55% of subscription amount, the portfolio is terminated, (2) US common stocks, which are included in Securities owned, at fair value, and (3) foreign exchange forward purchased on the investment accounts in JP Morgan.    
Customer Concentration Risk [Member] | Commission Expense [Member] | Broker One [Member]      
Summary of Significant Accounting Policies [Line Items]      
Total revenue, percentage 81.00% 71.00%  
Customer Concentration Risk [Member] | Commission Expense [Member] | Broker Two [Member]      
Summary of Significant Accounting Policies [Line Items]      
Total revenue, percentage 16.00% 22.00%  
Customer Concentration Risk [Member] | Customer One [Member] | Revenue Benchmark [Member]      
Summary of Significant Accounting Policies [Line Items]      
Total revenue, percentage 35.00% 15.00%  
Customer Concentration Risk [Member] | Customer One [Member] | Accounts Payable [Member]      
Summary of Significant Accounting Policies [Line Items]      
Total revenue, percentage 63.00%   24.00%
Customer Concentration Risk [Member] | Customer Two [Member] | Accounts Payable [Member]      
Summary of Significant Accounting Policies [Line Items]      
Total revenue, percentage 11.00%   22.00%
Customer Concentration Risk [Member] | Customer Three [Member] | Accounts Payable [Member]      
Summary of Significant Accounting Policies [Line Items]      
Total revenue, percentage 7.00%   13.00%
Customer Concentration Risk [Member] | Customer Four [Member] | Accounts Payable [Member]      
Summary of Significant Accounting Policies [Line Items]      
Total revenue, percentage 5.00%   13.00%
v3.24.4
Summary of Significant Accounting Policies - Schedule of Receivables from Broker-Dealers and Clearing Organizations (Details) - USD ($)
Sep. 30, 2024
Mar. 31, 2024
Schedule of Receivables from Broker-Dealers and Clearing Organizations [Line Items]    
Total assets $ 12,649,685 $ 4,002,982
Receivables from broker-dealers and clearing organizations for futures customer accounts [Member]    
Schedule of Receivables from Broker-Dealers and Clearing Organizations [Line Items]    
Total assets 10,643,321 3,739,268
Receivables from broker-dealers and clearing organizations for securities customer accounts [Member]    
Schedule of Receivables from Broker-Dealers and Clearing Organizations [Line Items]    
Total assets 74,563 97,425
Receivables from broker-dealers and clearing organizations for securities proprietary trading [Member]    
Schedule of Receivables from Broker-Dealers and Clearing Organizations [Line Items]    
Total assets $ 1,931,801 $ 166,289
v3.24.4
Summary of Significant Accounting Policies - Schedule of Revenues from Contracts with Customers (Details) - USD ($)
6 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Futures brokerage commissions    
Revenues from contracts with customers $ 1,435,962 $ 4,261,667
Commission on futures broking earned from Hong Kong Exchange [Member]    
Futures brokerage commissions    
Revenues from contracts with customers 109,127 429,708
Commission on futures broking from overseas Exchanges [Member]    
Futures brokerage commissions    
Revenues from contracts with customers 859,086 1,901,015
Futures brokerage commissions [Member]    
Futures brokerage commissions    
Revenues from contracts with customers 968,213 2,330,723
Trading solution service revenues [Member]    
Futures brokerage commissions    
Revenues from contracts with customers 429,215 1,691,441
Other service revenues [Member]    
Futures brokerage commissions    
Revenues from contracts with customers $ 38,534 $ 239,503
v3.24.4
Summary of Significant Accounting Policies - Schedule of Currency Exchange Rates (Details)
Sep. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
HKD [Member]      
Schedule of Currency Exchange Rates [Line Items]      
Exchange rate for balance sheet items, except for equity accounts   7.7693 7.8259
Exchange rate for items in the statements of income and comprehensive income, and statements of cash flows 7.8084   7.8317
AUD [Member]      
Schedule of Currency Exchange Rates [Line Items]      
Exchange rate for balance sheet items, except for equity accounts   1.4422 1.5328
Exchange rate for items in the statements of income and comprehensive income, and statements of cash flows 1.5051  
SGD [Member]      
Schedule of Currency Exchange Rates [Line Items]      
Exchange rate for balance sheet items, except for equity accounts   1.2831 1.3475
Exchange rate for items in the statements of income and comprehensive income, and statements of cash flows 1.3362   1.3443
v3.24.4
Receivables from Customers - Schedule of Receivables from Customers (Details) - USD ($)
Sep. 30, 2024
Mar. 31, 2024
Loans Receivable [Abstract]    
Receivable due from trading solution services $ 3,923,517 $ 3,510,142
Less: allowance for credit losses
Total $ 3,923,517 $ 3,510,142
v3.24.4
Loans Receivable (Details) - USD ($)
6 Months Ended
Sep. 30, 2024
Mar. 31, 2024
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Allowance for expected credit loss $ 11,322 $ 11,240
Loans receivable principal amount [1] 11,721,697 4,146,564
Interest income 313,868  
Loans Receivable [Member]    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Loans receivable principal amount 11,301,556 4,026,819
Loan receivable principal $ 420,141 $ 119,745
[1] During the second half of the year ended March 31, 2024, the Company launched loan business, which was approved by Hong Kong Licensing Court under the Money Lenders Ordinance. The Company disburses loans to customers for a fixed period and charges interest from the customers. The principal and interest are repayable upon the maturity of the loans. As of September 30, 2024, the loans receivable were comprised of principal of $11,301,556 and interest of $420,141. As of March 31, 2024, the loans receivables were comprised of principal of $4,026,819 and interest of $119,745.
v3.24.4
Loans Receivable - Schedule of Loans Receivable (Details) - USD ($)
Sep. 30, 2024
Mar. 31, 2024
Loans Receivable [Abstract]    
Receivable due from customers holding US stocks [1] $ 2,099,930 $ 519,311
Less: allowance for expected credit loss on receivable due from customers holding US stocks (11,322) (11,240)
Total 2,088,608 508,071
Loans receivable [2] 11,721,697 4,146,564
Total loans receivable $ 13,810,305 $ 4,654,635
[1] The balance due from customers holding US stocks represented the purchase price of stock exceeding the deposits paid by customers which traded these US stocks through the Company’s platform. The US stocks were under custody of the Company, and the customers shall fully pay the balance to the Company before they sell these stocks. As of September 30, 2024 and March 31, 2024, the Company had allowance for expected credit loss of $11,322 and $11,240, respectively, against the receivables due from these customers because the fair value of the stocks was below the receivables due from the customers.
[2] During the second half of the year ended March 31, 2024, the Company launched loan business, which was approved by Hong Kong Licensing Court under the Money Lenders Ordinance. The Company disburses loans to customers for a fixed period and charges interest from the customers. The principal and interest are repayable upon the maturity of the loans. As of September 30, 2024, the loans receivable were comprised of principal of $11,301,556 and interest of $420,141. As of March 31, 2024, the loans receivables were comprised of principal of $4,026,819 and interest of $119,745.
v3.24.4
Fixed Assets, Net (Details) - USD ($)
6 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Fixed Assets, Net [Abstract]    
Depreciation expense $ 17,024 $ 13,037
v3.24.4
Fixed Assets, Net - Schedule of Fixed Assets (Details) - USD ($)
Sep. 30, 2024
Mar. 31, 2024
Schedule of Fixed Assets [Line Items]    
Less: accumulated depreciation $ (103,097) $ (96,996)
Total fixed assets, net 445,704 458,503
Investment Properties [Member]    
Schedule of Fixed Assets [Line Items]    
Fixed asset gross 415,509 412,504
Computer Equipment [Member]    
Schedule of Fixed Assets [Line Items]    
Fixed asset gross 46,802 57,130
Software Development [Member]    
Schedule of Fixed Assets [Line Items]    
Fixed asset gross $ 86,490 $ 85,865
v3.24.4
Employee Benefits (Details) - USD ($)
6 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Employee Benefits [Abstract]    
Percentage of employee's contribution 5.00%  
Maximum amount $ 192  
MPF expense $ 10,117 $ 9,385
v3.24.4
Fair Value - Schedule of Assets Measured at Fair Value on a Recurring Basis (Details) - USD ($)
Sep. 30, 2024
Mar. 31, 2024
Assets:    
Total assets at fair value $ 1,867,554 $ 2,582,773
Level 1 [Member]    
Assets:    
Total assets at fair value 1,594,730 2,113,854
Level 2 [Member]    
Assets:    
Total assets at fair value 272,824 468,919
Level 3 [Member]    
Assets:    
Total assets at fair value
Securities owned, at fair value [Member]    
Assets:    
Total assets at fair value 416,271 946,619
Securities owned, at fair value [Member] | Level 1 [Member]    
Assets:    
Total assets at fair value 416,271 946,619
Securities owned, at fair value [Member] | Level 2 [Member]    
Assets:    
Total assets at fair value
Securities owned, at fair value [Member] | Level 3 [Member]    
Assets:    
Total assets at fair value
Money market fund [Member]    
Assets:    
Total assets at fair value 180,193 175,373
Money market fund [Member] | Level 1 [Member]    
Assets:    
Total assets at fair value 180,193 175,373
Money market fund [Member] | Level 2 [Member]    
Assets:    
Total assets at fair value
Money market fund [Member] | Level 3 [Member]    
Assets:    
Total assets at fair value
US Treasury notes [Member]    
Assets:    
Total assets at fair value 998,266 991,862
US Treasury notes [Member] | Level 1 [Member]    
Assets:    
Total assets at fair value 998,266 991,862
US Treasury notes [Member] | Level 2 [Member]    
Assets:    
Total assets at fair value
US Treasury notes [Member] | Level 3 [Member]    
Assets:    
Total assets at fair value
Foreign currency forward contracts [Member]    
Assets:    
Total assets at fair value 272,824 468,919
Foreign currency forward contracts [Member] | Level 1 [Member]    
Assets:    
Total assets at fair value
Foreign currency forward contracts [Member] | Level 2 [Member]    
Assets:    
Total assets at fair value 272,824 468,919
Foreign currency forward contracts [Member] | Level 3 [Member]    
Assets:    
Total assets at fair value
Carrying Value [Member]    
Assets:    
Total assets at fair value 1,867,554 2,582,773
Carrying Value [Member] | Securities owned, at fair value [Member]    
Assets:    
Total assets at fair value 416,271 946,619
Carrying Value [Member] | Money market fund [Member]    
Assets:    
Total assets at fair value 180,193 175,373
Carrying Value [Member] | US Treasury notes [Member]    
Assets:    
Total assets at fair value 998,266 991,862
Carrying Value [Member] | Foreign currency forward contracts [Member]    
Assets:    
Total assets at fair value $ 272,824 $ 468,919
v3.24.4
Operating Lease (Details) - USD ($)
6 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Operating lease [Abstract]    
Operating lease expenses $ 61,185 $ 60,941
v3.24.4
Operating Lease - Schedule of Operating Lease Related Assets and Liabilities (Details) - USD ($)
Sep. 30, 2024
Mar. 31, 2024
Operating lease [Abstract]    
Rights of use lease assets $ 261,359 $ 59,689
Operating lease liabilities $ 263,546 $ 64,826
Remaining lease term and discount rate    
Weighted average remaining lease term (years) 2 years 10 months 13 days 7 months 9 days
Weighted average discount rate 5.00% 5.00%
v3.24.4
Operating Lease - Schedule of Maturities of Lease Liabilities (Details) - USD ($)
Sep. 30, 2024
Mar. 31, 2024
Schedule of Maturities of Lease Liabilities [Abstract]    
Six months ending March 31, 2025 $ 72,332  
Twelve months ending March 31, 2026 88,051  
Twelve months ending March 31, 2027 88,051  
Twelve months ending March 31, 2028 33,019  
Total lease payment 281,453  
Less: imputed interest (17,907)  
Present value of lease liabilities $ 263,546 $ 64,826
v3.24.4
Long-Term Investments (Details) - Jun. 24, 2022 - Limited Partnership [Member]
USD ($)
HKD ($)
Long-Term Investments [Line Items]    
Partnership agreement $ 256,420 $ 2,000,000
Partnership interest, percentage 20.00%  
v3.24.4
Long-Term Investments - Schedule of Long-Term Investments (Details) - USD ($)
Sep. 30, 2024
Mar. 31, 2024
Schedule of Long-Term Investments [Abstract]    
Investment in a partnership $ 256,420 $ 256,420
Investment in cost-method investees 3,247,784 1,747,784
Total $ 3,504,204 $ 2,004,204
v3.24.4
Share-Based Compensation (Details) - USD ($)
6 Months Ended
Jun. 17, 2022
May 31, 2022
Sep. 30, 2024
Sep. 30, 2023
Share-Based Compensation [Abstract]        
Ordinary shares with a fair value   5,000    
Issued an aggregate ordinary shares     11,334 4,194
Share-based compensation expenses (in Dollars) $ 200,000   $ 29,944 $ 11,742
v3.24.4
Equity (Details) - USD ($)
6 Months Ended
Feb. 11, 2024
Jan. 20, 2024
Jun. 17, 2022
Jun. 03, 2022
Sep. 09, 2021
Sep. 30, 2024
Sep. 30, 2023
Oct. 04, 2024
Mar. 31, 2024
Mar. 31, 2022
Mar. 31, 2021
Aug. 01, 2019
Equity [Line Items]                        
Capital shares authorized           50,000,000            
Unissued ordinary share           10,000,000            
Surrendered ordinary shares         20,000,000              
Surrendered par value (in Dollars per share)         $ 0.001              
Shares authorized               10,000,000        
Service fee (in Dollars)   $ 200,000 $ 200,000                  
Share-based compensation expenses (in Dollars)     $ 200,000     $ 29,944 $ 11,742          
Cancellatiob ordinary shares   50,000                    
Aggregate of ordinary shares           11,334 4,194          
Purchase price (in Dollars per share) $ 2.5                      
Warrant [Member]                        
Equity [Line Items]                        
Ordinary shares issued 2,000,000                      
Warrant issued 2,000,000                      
Warrants per share (in Dollars per share) $ 2.75                      
Board of Directors Chairman [Member]                        
Equity [Line Items]                        
Share par value (in Dollars per share)         $ 0.001              
Share capital (in Dollars)         $ 150,000              
Shares authorized         150,000,000              
Class B Ordinary Shares [Member]                        
Equity [Line Items]                        
Share par value (in Dollars per share) [1]           $ 0.001     $ 0.001      
Ordinary shares issued [1]                    
Unissued ordinary share           10,000,000   10,000,000        
Shares authorized [1]           10,000,000     10,000,000      
Ordinary shares, outstanding [1]                    
Class A Ordinary Shares [Member]                        
Equity [Line Items]                        
Share par value (in Dollars per share) [1]           $ 0.001     $ 0.001      
Ordinary shares issued [1]           37,027,141     37,015,807      
Shares authorized [1]           140,000,000     140,000,000      
Ordinary shares, outstanding [1]           37,027,141     37,015,807      
Common Stock [Member]                        
Equity [Line Items]                        
Share par value (in Dollars per share)           $ 0.001       $ 0.001 $ 0.001  
Ordinary shares issued                   30,000,000 30,000,000 50,000,000
Issued par value (in Dollars per share)           $ 0.001            
Shares authorized                   150,000,000 150,000,000  
Ordinary shares, outstanding                   30,000,000 30,000,000  
Number of share issued     50,000                  
Common Stock [Member] | Warrant [Member]                        
Equity [Line Items]                        
Share par value (in Dollars per share) 2.75                      
Common Stock [Member] | Board of Directors Chairman [Member]                        
Equity [Line Items]                        
Share par value (in Dollars per share)         $ 0.001              
Share capital (in Dollars)         $ 50,000              
Shares authorized         50,000,000              
Common Stock [Member] | Class A Ordinary Shares [Member]                        
Equity [Line Items]                        
Ordinary shares issued                 37,015,807      
Ordinary shares, outstanding                 37,015,807      
Aggregate of ordinary shares [2]           11,334 4,194          
IPO [Member]                        
Equity [Line Items]                        
Issued par value (in Dollars per share)       $ 5                
Number of share issued       5,000,000                
Offering costs (in Dollars)       $ 2,507,160                
Net proceeds from IPO (in Dollars)       $ 22,492,840                
Private Placement [Member]                        
Equity [Line Items]                        
Issued par value (in Dollars per share) $ 0.001                      
Number of share issued 2,000,000                      
Net proceeds of private placement (in Dollars) $ 4,389,992                      
[1] The shares and per share information are presented on a retroactive basis to reflect the reclassification of Class A and Class B ordinary shares (Note 1).
[2] The shares and per share information are presented on a retroactive basis to reflect the reclassification of Class A and Class B ordinary shares (Note 1).
v3.24.4
Income Taxes (Details) - USD ($)
6 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Income Taxes [Abstract]    
Current income tax benefits $ 75,422
v3.24.4
Related Party Transaction and Balance (Details)
Apr. 12, 2023
USD ($)
PRO800 [Member]  
Related Party Transaction and Balance [Line Items]  
Cash consideration $ 700,000
TOP 500 SEC PTY LTD [Member]  
Related Party Transaction and Balance [Line Items]  
Equity interest 100.00%
v3.24.4
Related Party Transaction and Balance - Schedule of Related Party Transaction and Balance (Details) - USD ($)
6 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Mr. Huaixi Yang [Member]    
Schedule of Related Party Transaction and Balance [Line Items]    
Nature of relationships with related parties Immediate family member of Ms. Junli Yang, the Chairwoman of the Board  
PRO800 Limited (“PRO800”) [Member]    
Schedule of Related Party Transaction and Balance [Line Items]    
Nature of relationships with related parties Wholly owned by Ms. Junli Yang, the controlling shareholder of the Company  
Mr. Huaixi Yang [Member]    
Schedule of Related Party Transaction and Balance [Line Items]    
Related parties transactions Receivable due from customers – a related party  
Balance with related parties $ 1,657,435 $ 1,548,088
v3.24.4
Regulatory Requirements - Schedule of Capital Requirements (Details) - USD ($)
6 Months Ended 12 Months Ended
Sep. 30, 2024
Mar. 31, 2024
Schedule of Capital Requirements [Line Items]    
Minimum Regulatory Capital Requirements $ 772,270 $ 766,684
Excess Net Capital $ 10,289,730 $ 1,144,066
Percent of Requirement Maintained 1432.00% 249.00%
Capital Levels Maintained $ 11,062,000 $ 1,910,750
Zhong Yang Securities Limited [Member]    
Schedule of Capital Requirements [Line Items]    
Minimum Regulatory Capital Requirements 386,135 383,342
Excess Net Capital $ 10,001,673 $ 890,558
Percent of Requirement Maintained 2690.00% 332.00%
Capital Levels Maintained $ 10,387,808 $ 1,273,900
Zhong Yang Capital Limited [Member]    
Schedule of Capital Requirements [Line Items]    
Minimum Regulatory Capital Requirements 386,135 383,342
Excess Net Capital $ 288,057 $ 253,508
Percent of Requirement Maintained 175.00% 166.00%
Capital Levels Maintained $ 674,192 $ 636,850

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