Powerus Corp
For the period ended Mar 31, 2025. Filed May 15, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 15, 2025
PUSA$1.53+6.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-12-13.
0001493152-24-049927
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-15.
0001641172-25-010834
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 124 previous paragraphs and 129 current paragraphs.
51 unchanged; 41 reworded; 36 added; 26 removed; 6 previous and 1 current paragraphs rearranged.
Tables are not compared: 14 previous and 16 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (36)
Current report
The financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The financial statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States. They include the financial statements of the Company and its subsidiaries. All transactions and balances among these entities have been eliminated upon consolidation.
Current report
Accounts Receivable, net
Current report
Accounts receivable mainly represent amounts due from customers paid by credit cards for provision of golf operations services and sales of merchandise and food and beverages which are recorded net of allowance for expected credit losses. The credit cards payment is to be settled either within few days after the year end date due to the timing difference for the payment transfer from credit card center to the bank accounts of the Company or within one month after the services were utilized by the customers who have authorized the Company to make the payment through their credit cards. The Company reviews accounts receivable periodically for collectability and establishes an allowance for expected credit losses and records provision for allowance for expected credit losses expense when deemed necessary. The Company records an allowance for expected credit losses that is based on historical trends, customer knowledge, any known disputes, future expectation, future economic situation consideration and considers the aging of the accounts receivable balances combined with management’s estimate of future potential recoverability. Accounts receivable are written off against the allowance after all attempts to collect a receivable have failed. As of March 31, 2025 and December 31, 2024, the Company had no allowance for expected credit losses due to no experiences on default from customers or failure of transfer from credit card center after payment authorization was made by customers and all outstanding accounts receivable as of March 31, 2025 and December 31, 2024 were subsequently settled before this report date.
Current report
Impairment for Long-Lived Assets
Current report
Long-lived assets, representing property and equipment with finite lives, are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. In evaluating long-lived assets for recoverability, the Company uses its best estimate of future cash flows expected to result from the use of the asset and eventual disposition in accordance with FASB ASC 360-10-15. To the extent that estimated future, undiscounted cash inflows attributable to the asset, less estimated future, undiscounted cash outflows, are less than the carrying amount, an impairment loss is recognized in an amount equal to the difference between the carrying value of such asset and its fair value. Assets to be disposed of and for which there is a committed plan of disposal, whether through sale or abandonment, are reported at the lower of carrying value or fair value less costs to sell. If an impairment is identified, The Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. As of March 31, 2025 and December 31, 2024, no impairment of long-lived assets was recognized.
Current report
Leases
Current report
ASC 842 supersedes the lease requirements in ASC 840 “Leases”, and generally requires lessees to recognize operating and finance lease liabilities and corresponding right-of-use (“ROU”) assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. All leases in the Group as of March 31, 2025 and December 31, 2024 are accounted for as operating leases.
Current report
ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.
Current report
Any lease with a term of 12 months or less is considered short-term. As permitted by ASC 842, short-term leases are excluded from the ROU assets and lease liabilities on the consolidated balance sheets. Consistent with all other operating leases, short-term lease expense is recorded on a straight-line basis over the lease term.
Current report
The Company determines the present value of minimum future lease payments for operating leases by estimating a rate of interest that it would have to pay to borrow on a collateralized basis over a similar term, an amount equal to the lease payments and a similar economic environment (the “incremental borrowing rate” or “IBR”).The Company determines the appropriate IBR by identifying a reference rate and making adjustments that take into consideration financing options and certain lease-specific circumstances.
Current report
Revenue Recognition
Current report
All revenue recognized in the consolidated statements of operations is considered to be revenue from contracts with customers in accordance with Accounting Standards Codification (“ASC”) 606 in a manner that reasonably reflects the delivery of its services and products to customers in return for expected consideration and includes the following elements:
Current report
The Company recognizes revenue when, or as, performance obligations under the terms of a contract are satisfied, which generally occurs when, or as, control of promised goods or services are transferred to customers. Revenue is measured as the amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services (“transaction price”). To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing the most likely amount to which the Company expects to be entitled. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Estimates of variable consideration and the determination of whether to include such estimated amounts in the transaction price are based largely on an assessment of the Company’s anticipated performance and all information that is reasonably available. The Company accounts for taxes collected from customers and remitted to governmental authorities on a net basis and excludes these amounts from revenues.
Current report
In addition, the Company defers certain costs to fulfill the Company’s contracts with customers to the extent such costs relate directly to the contracts, are expected to generate resources that will be used to satisfy the Company’s performance obligations under the contracts, and are expected to be recovered through revenue generated under the contracts. Contract fulfillment costs are incurred as the Company satisfies the related performance obligations.
Current report
Revenue from golf operations
Current report
There are two types of service charges maintained by the Company, the players can either (1) subscribe to the entertainment services for a period of time of one year at a discount (i.e. annual subscription green fees); or (2) purchase the services at the counter by one-time payment (i.e. one-time green fees). The golf courses are open to public and hence our customers include both local and overseas citizens. The charges comprise of both the cart fee and fees for playing in the golf course, which is fixed without variable consideration, and the customers either pay via cash or credit card. The entire service fee from customers is non-refundable and required to be paid in advance.
Current report
The Company sells annual green fee subscriptions to local patrons. The performance obligation of the annual subscription is for the Company to provide a patron with access to the golf course and cart, subject to availability of a tee time for a patron to play a single round on the 18-hole course; the round of golf is expected to be completed before sunset of the day of the booking of that tee time. The Company recognizes revenue from these annual subscriptions on a monthly basis over twelve months. The annual subscriptions are non-refundable. Payments for subscriptions in the form of cash or credit card are received in advance, and are recorded as contract liabilities-deferred revenue, and recognized to revenue at the end of each month. Management believes that the services provided each month are substantially similar and result in the transfer of substantially similar services to the customers each month. That is, the benefit consumed by the customers is substantially similar for each month, even though the exact volume of services may vary. The Company concludes that the annual green fees subscription satisfies the requirements of ASC 606-10-25-14(b) to be accounted for as a single performance obligation. The annual subscriptions fees are fixed and there is no variable consideration, significant financing components or noncash consideration. There is no contract asset related to these annual green fee subscriptions. As of March 31, 2025 and December 31, 2024, the Company recorded contract liabilities - deferred revenue of $225,670 and $162,226, respectively.
Current report
One-time green fees require the Company to provide to a patron access to a designated 18-hole golf course and cart to play a single round of golf subject to non-hazardous weather conditions that is expected to be completed before sunset of the day of booking of that tee time. Management believes access to the golf course and the card constitute a single performance obligation as either service is not available to be purchased separately. Payments for tee times are non-refundable and are received via cash or credit card immediately prior to the initiation of the patron playing the round of 18-hole golf; therefore, and one-time green fees are not refundable. Typically, in the event that weather is not expected to permit the patron to play and complete the single round of golf, the Company will not undertake the transaction and take payment from the patron. The one-time green fees are fixed and there is no variable consideration.
Current report
Sales of merchandise, food and beverage
Current report
Golf course patrons regularly buy golf balls, clothing, paraphernalia, and gloves, or will enjoy food and beverage offered at the clubhouses. Patrons make orders at the counter. The price is fixed without variable consideration. The Company recognizes revenue when the merchandise or food and beverage are delivered, net of discounts, if any and control of the product has been passed to the customer. If the clothing or wearables have product defects, they are subject to exchange, but all sales are final and not subject to return. Product delivery is evidenced by a payment receipt record. Payments are settled via cash or credit card. The respective revenue is recognized at a point in time. There are no warranties, sales returns and refunds after the orders are delivered to the customers at the counter.
Current report
Ancillary revenue
Current report
Ancillary revenue represented the lease of its clubhouse for several hours for events held by associations or individuals such as golf tournaments and lease of golf club to individuals for one day playing golf in the Company’s golf course. The revenue was recognized upon services were rendered (i.e. on daily basis when the venue or golf club was used that day). Deposit was received in advance for booking of clubhouse and recognized as contract liabilities – deferred income upon receipt and recognized as revenue in the statements of income when service was rendered or no show after booking. Deposit received is non-refundable.
Current report
Results of Operations
Current report
Revenue from golf operations decreased by $191,941 or 16% from $1,220,881 for the three months ended March 31, 2024 to $1,028,940 for the three months ended March 31, 2025, which was driven by the decrease in both one-time green fees from golf operations by $151,884 or 13% and annual membership dues from golf operations by $40,057 or 54%.
Current report
Revenue from annual membership dues accounted for 3% and 5% of total revenue for the three months ended March 31, 2025 and 2024. It decreased by 54% mainly due to more receipts in advance closed to the period ended March 31, 2025 and will be deferred to be recognized as revenue during the fiscal year of 2025.
Current report
Other income (expense)
Current report
Net income
Current report
Liquidity and Capital Resources
Current report
The following table sets forth a breakdown of our current assets and current liabilities as of dates indicated:
Current report
Working Capital
Current report
Accounts receivable
Current report
Prepaid expenses
Current report
Prepaid expenses represent the prepa yment for (i) consultancy service of $150,000; (ii) the prepaid annual listing fee to Nasdaq of $64,166; and (iii) director’s and officer’s liability insurance premium of $56,000. Regarding the consultancy service expense, the Company has engaged a third-party consultant to provide business development regarding the acquisition of a new golf property and golf property management in Asia for a total consideration of $450,000 with service period of 36 months from March 15, 2025 to March 14, 2028. As of March 31, 2025, an aggregate of $350,000 was paid. The total amount in the contract will be amortized ratable to the service period since the services are expected to be provided evenly through the contract period. During the three months ended March 31, 2025, $6,250 of consultancy service fee was recognized in statement of income and the remaining prepaid amount was recognized as prepaid expenses with current portion of $150,000 and non-current portion of $193,750. Regarding the annual listing fee starting from February 12, 2025 (the date that the common stock of the Company commencing public trading) after listing and prepaid obligation insurance for directors and officers starting from February 12, 2025, the service contract has one year term and the prepaid amount was amortized throughout the contract period starting from the date of contract and the amortization costs were recognized as other general and administration expenses while the remaining balance amounting to $104,231 in aggregate was recognized as current portion of prepaid expenses.
Current report
Cash Flows
Current report
The Company has six leases classified as right of use operating leases for corporate office, golf cars and golf equipment.
Current report
The Company successfully raised a total net proceed of $10.65 million, after deducting underwriting discounts and commission and other offering expenses, from its initial public offering on February 13, 2025.
Removed paragraphs (26)
Previous report
The interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The interim financial statements include the accounts of the Company and its wholly-owned subsidiaries. A subsidiary is an entity (including a structured entity), directly or indirectly, controlled by the Company. The financial statements of the subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies. All significant inter-company transactions and balances between members of the Group are eliminated upon consolidation.
Previous report
Results of Operations (For the Three and Nine Months Ended September 30, 2024 and 2023)
Previous report
Comparison for the nine months ended September 30, 2024 and 2023
Previous report
Revenue from golf operations decreased by $273,211 or 12% from $2,247,862 for the nine months ended September 30, 2023 to $1,974,651 for the nine months ended September 30, 2024, which was mainly driven by the decrease in one-time green fees from golf operations by $322,691 or 16%, slightly net off by the increase in annual membership dues by $49,480 or 27%.
Previous report
Revenue from annual membership dues slightly increased by $49,480 or 27% mainly due to the increase in demand from customers who paid annual membership dues for the nine months ended September 30, 2024.
Previous report
One-time green fees from golf operations accounted for 66% and 70% of total revenue for the nine months ended September 30, 2024 and 2023 respectively. Decrease in one-time greens fees by 16% resulted from the decrease in total number of rounds by approximately 18% from approximately 45,000 rounds during the nine months ended September 30, 2023 to approximately 37,000 rounds during the nine months ended September 30, 2024 despite the increase in average price per round by approximately 2% from $46 per round for the nine months ended September 30, 2023 to $47 per round for the nine months ended September 30, 2024. Decrease in number of rounds was mainly due to more rainy days during the nine months ended September 30, 2024.
Previous report
Decrease in revenue from sales of merchandise by $16,410 or 15% from $107,861 for the nine months ended September 30, 2023 to $91,451 for the nine months ended September 30, 2024 was contributed by a decrease in sales of golf balls, men’s wear and headwear by 16% as a result of the decrease in customers playing golf during the nine months ended September 30, 2024 which was mainly due to the decrease in revenue from golf operations as a result of decrease in customers visiting our pro shops.
Previous report
Comparison for the three months ended September 30, 2024 and 2023
Previous report
Our revenue is mainly comprised of golf operations, sales of food and beverage and sales of merchandise. Overall decrease in revenue period over period by $2,575 or 1% was mainly due to the decrease in one-time green fees from golf operations and being partially offset by an increase in annual membership dues by $41,648 or 106%.
Previous report
Revenue from annual membership dues increased by $41,648 or 106% mainly due to the increase in demand from customers who paid annual membership dues by enjoying a lower price for annual subscriptions for the three months ended September 30, 2024.
Previous report
The revenue from sales of food and beverages remained stable at $107,707 and $108,846 for the three months ended September 30, 2024 and 2023, respectively.
Previous report
Comparison for the nine months ended September 30, 2024 and 2023
Previous report
Our salaries and benefits mainly consisted of the director’s remuneration, the staff costs and welfare of management, operating team, cashier and administrative personnel. The decrease in salaries and benefits by $26,916 or 5% was primarily due to a decrease in director’s remuneration by $70,000 to Mr. C. P. Cheung for his duties as CEO in the daily operations and management of golf operations of the Company and offset by the increase of salaries for other personnel by approximately $40,000 as a result of hiring of a chef with a high salary since the second half year of 2023 and increase in mandatory minimum wage by $1 per hour for the nine months ended September 30, 2024.
Previous report
Our depreciation is mainly derived from depreciation of the recreational building, golf carts, pump stations and other operating equipment. The increase in depreciation was mainly due to the replacement of a pump station and air-conditioning system with acquisition costs of $181,471, of which $103,436 was paid and recognized as prepayment for acquisition of property and equipment in the prior year.
Previous report
Comparison for the three months ended September 30, 2024 and 2023
Previous report
Golf operating expenses consisted of course upkeep expenses including the regular repair and maintenance of the golf courses and landscaping. Increase in golf operating expenses by $58,836 or 22% from $264,694 for the three months ended September 30, 2023 to $323,530 for the three months ended September 30, 2024 was attributable to the increase in the contractual landscaping and repair and maintenance by $50,000 with our largest vendor, DTE, after the more frequent rainy days during the nine months ended September 30, 2024 despite the decrease in revenue.
Previous report
The cost of food and beverages remained stable at $32,722 and $32,789 for the three months ended September 30, 2024 and 2023, respectively.
Previous report
Comparison for the three and nine months ended September 30, 2024 and 2023
Previous report
Other (expenses) income
Previous report
The Company is incorporated in the State of Nevada and is not subject to tax on income or capital gains under current Nevada law. In addition, upon payments of dividends by these entities to their shareholders, no Nevada withholding tax will be imposed.
Previous report
Net (loss) income
Previous report
Our loss for the three months ended September 30, 2024 and 2023 was $205,612 and $229,216, respectively. The decrease of net loss by $23,604 or 10% was mainly due to the decrease in our income tax benefits by $14,579.
Previous report
Accounts receivables
Previous report
Mr. S. Cheung, Mr. C. P. Cheung and Mr. Y. C. Cheung signed an undertaking that no demand on repayment from the Company since December 31, 2022 and the balances will be fully settled upon listing of the Group.
Previous report
Cash Flows (For the Nine Month Ended September 30, 2024 and 2023)
Previous report
For the nine months ended September 30, 2024 and 2023, one vendor accounted for 32% and 28% of our total operating costs, respectively. No other vendor accounts for more than 10% of our total operating costs for the nine months ended September 30, 2024 and 2023, respectively.
Reworded paragraphs (41)
Previous wording
Our businesses are subject to seasonality and typically the first quarter of each year is our busiest season of the year. Then, even during our busy season, our business activities are affected by weather conditions. In 2023, we believe that we experienced very few rainy days during the first quarter making almost every day of the busiest season a suitable day for playing golf.
Current wording
Our businesses are subject to seasonality and typically the first quarter of each year is our busiest season of the year. Then, even during our busy season, our business activities are affected by weather conditions. In 2025, we believe that we experienced more than average rainy days during the first two months causing our revenue to be under pressure.
Previous wording
Our maintenance contract with our major vendor, SSS Down to Earth, LLC (“DTE”) an independently contracted country club consultancy and golf maintenance company, was only renewed in 2022 and the renewed contractual price did not fully reflect the inflationary environment that subsequently impacted the labor, fertilizer and chemical markets. In order to maintain our golf courses at a quality level that is consistent with our price points, after thorough discussions with the management of DTE, we had agreed to increase our contract price with DTE by a total of $200,000 starting in October 2023. This increase did not fully impact our cost basis in 2023 but will be in 2024. The maintenance cost and contract with DTE may be subject to further increases in 2024 if the inflationary environment continues to impact our maintenance needs.
Current wording
The DTE Agreement was renewed in 2022 and the renewed contractual price has been fully reflected in Q1 2025, the higher contractual price is a reflection of the inflationary environment that subsequently impacted the labor, fertilizer and chemical markets. The maintenance cost and contract with DTE may be subject to further increases in 2025 if the inflationary environment continues to impact our maintenance needs.
Previous wording
For the years ended December 31, 2023 and 2022, one vendor accounted for 31% and 32% of our total operating costs, respectively. No other vendor accounts for more than 10% of our total operating costs for the years ended December 31, 2023 and 2022, respectively.
Current wording
The unaudited condensed consolidated financial statements do not include all the information and footnotes required by the U.S. GAAP for complete financial statements. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with the U.S. GAAP have been condensed or omitted in accordance with SEC rules and regulations. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, in normal recurring nature, as necessary for the fair statement of the Company’s financial position as of March 31, 2025, and results of operations and cash flows for the three months ended March 31, 2025 and 2024. The unaudited condensed consolidated balance sheet as of December 31, 2024 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by the U.S. GAAP. Interim results of operations are not necessarily indicative of the results expected for the full fiscal year or for any future period. These financial statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended December 31, 2024 and 2023, and related notes included in the Company’s audited consolidated financial statements.
Previous wording
Revenues disaggregated by major revenue streams for the three and nine months ended September 30, 2024 and 2023 are disclosed in the table below:
Current wording
Revenues disaggregated by major revenue streams for the three months ended March 31, 2025 and 2024 are disclosed in the table below:
Previous wording
Our revenue is mainly comprised of golf operations, sales of food and beverage and sales of merchandise. Overall decrease in revenue period over period by $313,865 or 11% was mainly due to the decrease in one-time green fees from golf operations and the associated sales of food and beverage and merchandise.
Current wording
Our revenue is primarily comprised of golf operations, sales of food and beverage and sales of merchandise. Overall decrease in revenue period over period by $225,264 or 14% was mainly due to the decrease in all revenue stream.
Previous wording
One-time green fees from golf operations accounted for 49% and 59% of total revenue for the three months ended September 30, 2024 and 2023, respectively. Decrease in one-time green fees by 18% resulted from the decrease in total number of rounds by approximately 12% from approximately 7,000 rounds during the three months ended September 30, 2023 to approximately 6,000 rounds during the three months ended September 30, 2024 and the decrease in average price per round by 7% from approximately $37 per round in average for the three months ended September 30, 2023 to approximately $34 per round in average for the three months ended September 30, 2024 which was in turn attract more customers to play golf after experiencing more rainy days during the period by offering lower price per round.
Current wording
One-time green fees from golf operations accounted for 75% and 74% of total revenue for the three months ended March 31, 2025 and 2024, respectively. Decrease in one-time green fees by 13% resulted from the decrease in total number of rounds by 4% from approximately 23,000 rounds during the three months ended March 31, 2024 to approximately 22,000 rounds during the three months ended March 31, 2025 as well as the decrease in average price per round by 8% from $49 per round for the three months ended March 31, 2024 to $45 per round for the three months ended March 31, 2025 due to lower was offered to the players as a result of less tourists visiting Florida during the current period because of the inflation.
Previous wording
Decrease in revenue from sales of food and beverage by $30,220 or 6% from $530,012 for the nine months ended September 30, 2023 to $499,792 for the nine months ended September 30, 2024 was contributed by a decrease in quantities sold by 14% from approximately 92,000 pieces of food and beverage for the nine months ended September 30, 2023 to approximately 80,000 pieces of food and beverage for the nine months ended September 30, 2024 and the average unit price remained stable at $6 per unit for both periods. The decrease in quantities sold was in line with decrease in golf operations.
Current wording
Decrease in revenue from sales of food and beverage by $19,458 or 8% from $245,261 for the three months ended March 31, 2024 to $225,803 for the three months ended March 31, 2025, which was contributed by the decrease in quantities sold by 8% from approximately 40,000 for the three months ended March 31, 2024 to approximately 37,000 for the three months ended March 31, 2025 and the average unit price remained stable at $2 per unit for the three months ended March 31, 2024 and $2 for the three months ended March 31, 2025. The decrease in quantity sold was in line with decrease in golf operations.
Previous wording
Decrease in revenue from sales of merchandise by $4,153 or 21% from $19,780 for the three months ended September 30, 2023 to $15,627 for the three months ended September 30, 2024 was mainly caused by the decrease in sales of golf balls, men’s wear and headwear by 23% as a result of the decrease in customers playing golf during the three months ended September 30, 2024.
Current wording
Decrease in revenue from sales of merchandise by $6,588 or 13% from $51,092 for the three months ended March 31, 2024 to $44,504 for the three months ended March 31, 2025, which was contributed by the decrease in sales of golf balls, men’s and ladies’ wear and gloves by 13% as a result of the decrease in sales to customers playing golf during the three months ended March 31, 2025.
Previous wording
Ancillary revenue mainly represented the equipment and facilities rental, including the lease of our clubhouse and lease of golf club to our customers. The increase by $7,866 or 74% was mainly due to the increase in demand for rental services for activities and events during the three months ended September 30, 2024.
Current wording
Ancillary revenue mainly represented the equipment and facilities rental, including the lease of our clubhouse and lease of golf club to our customers. The decrease by $7,277 or 20% was mainly due to decrease in demand for rental services for activities and events during the three months ended March 31, 2025.
Previous wording
The operating expenses of the Company mainly consists of costs related to golf operations, costs related to sales of food and beverage and merchandise, salaries and benefits, depreciation and other miscellaneous administrative expenses. The overall operating expenses decreased by $7,873 or 1% from $724,505 for the three months ended September 30, 2023 to $716,632 for the three months ended September 30, 2024, which was primarily due to the decrease in other general and administrative expenses and offset by the increases in golf operating costs and salaries and benefits during the current period with the details discussed below.
Current wording
The operating expenses of the Company mainly consist of costs related to golf operations, costs related to sales of food and beverage and merchandise, salaries and benefits, depreciation and other miscellaneous administrative expenses. The overall operating expenses decreased from $1,073,525 for the three months ended March 31, 2024 to $975,334 for the three months ended March 31, 2025, which was primarily due to the decreases in golf operating costs and other general and administrative expenses and partially offset by the increase in salaries and benefits during the current period with details discussed below.
Previous wording
Golf operating expenses consisted of course upkeep expenses including the regular repair and maintenance of the golf courses and landscaping. Golf operating expenses increased by $184,729 or 22% from $845,496 for the nine months ended September 30, 2023 to $1,030,225 for the nine months ended September 30, 2024, which was attributable to the increase in contractual landscaping and repair and maintenance by $158,275 with our largest vendor, Down to Earth, after more frequent rainy days during the nine months ended September 30, 2024 despite the decrease in revenue.
Current wording
Golf operating expenses consisted of course upkeep expenses including the regular repair and maintenance of the golf courses and landscaping. Decrease in golf operating expenses by $67,972 or 17% from $391,231 for the three months ended March 31, 2024 to $323,259 for the three months ended March 31, 2025 which was attributable to the decrease in golf course maintenance related expenses as a result of decrease in number of rounds by golf players and resulted in reduction in one-off course maintenance and improvements projects carried out by Down-to-Earth.
Previous wording
The decrease in cost of food and beverage sales by $12,349 or 8% from $159,111 for the nine months ended September 30, 2023 to $146,762 for the nine months ended September 30, 2024 was in line with the decrease in sales of food and beverage.
Current wording
The decrease in cost of food and beverage by $4,926 or 7% from $70,808 for the three months ended March 31, 2024 to $65,882 for the three months ended March 31, 2025 was in line with the decrease in sales of food and beverage.
Previous wording
Our cost of merchandise sales consisted of mainly the purchase cost of golf balls, men’s and ladies’ wear, gloves and headwear. Decrease in cost of merchandise sales was in line with the decrease in revenue from golf operations.
Current wording
Our cost of merchandise sales consisted of mainly the purchase cost of golf balls, men’s and ladies’ wears and gloves. Decrease in cost of merchandise sales was in line with the decrease in revenue from sales of merchandise.
Previous wording
Our salaries and benefits mainly consisted of director’s remuneration, staff costs and welfare of management, operating team, cashier and administrative personnel. The increase in salaries and benefits by $10,537 or 8% was primarily due to the increase in mandatory minimum wage by $1 per hour and the salaries paid to the Chief Financial Officer who had joined the Company since November 2023.
Current wording
Our salaries and benefits mainly consisted of the director’s remuneration, the staff costs and welfare of management, operating team, cashier and administrative personnel. The increase in salaries and benefits by $38,139 or 16% was primarily due to the increase in salaries paid to the Chief Financial Officer by approximately $41,000 and the directors fee paid to the independent Directors by approximately $32,000 and partially offset by the decrease in director’s remuneration paid to Mr. Chi Ping Cheung by approximately $42,000.
Previous wording
Our depreciation is mainly derived from the recreational building, golf carts, pump stations and other operating equipment. The increase in depreciation was mainly due to the replacement of a pump station and air-conditioning system with acquisition costs of $181,471 in the first quarter of 2024, among which $103,436 was paid and recognized as prepayment for acquisition of property and equipment in the prior year.
Current wording
Our depreciation is mainly derived from the recreational building, golf carts, pump stations and other operating equipment. The depreciation remained stable at $50,784 and $50,007 for the three months ended March 31, 2025 and 2024 respectively since no significant purchase or disposal of property and equipment.
Previous wording
Other general and administrative expenses mainly consisted of professional fees, repair and maintenance of restaurant machinery and equipment, utilities, liability insurance, personal property tax and real estate tax, credit card charges and other miscellaneous administrative expenses. Decrease in other general and administrative expenses by $78,279 or 33% from $240,653 for the three months ended September 30, 2023 to $162,374 for the three months ended September 30, 2024 was mainly attributable to the recognition of quarterly review fee of $7,500 for listing purposes during the period as compared to audit fee of $70,000 for the corresponding period in 2023.
Current wording
Other general and administrative expenses mainly consisted of professional fees, repair and maintenance of restaurant machineries and equipment, utilities, liability insurance, personal property tax and real estate tax, credit card charges and other miscellaneous administrative expenses. Decrease in other general and administrative expenses by $63,391 or 21% from $301,515 for the three months ended March 31, 2024 to $238,124 for the three months ended March 31, 2025 was mainly attributable to the decrease in audit and quarterly review fee for listing purposes.
Previous wording
Other (expenses) income mainly includes interest expenses regarding the bank other borrowings incurred, bank interest income and additional service charges from customers who paid by credit cards. The increase in other income by $16,544 for the nine months ended September 30, 2024 and by $3,727 for the three months ended September 30, 2024 was mainly due to the increase in service charges from customers due to more usage of credit cards by the customers and increase in bank interest income.
Current wording
Other income (expense) mainly includes interest expenses regarding the bank and other borrowings incurred, bank interest income and additional service charges from customers who paid by credit cards. The increase in other income was mainly due to the interest income generated from the cash deposit in banks upon successful listing of common stocks in Nasdaq.
Previous wording
The Company’s deferred tax asset and income tax expenses are computed at the federal statutory rate of 21% and state of Florida tax rate of 5.5% to the income tax amount recorded for the three and nine months ended September 30, 2024 and 2023.
Current wording
The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the new federal statutory rate of 21% to the income tax amount recorded for the three months ended March 31, 2025 and 2024.
Previous wording
The Group evaluated the recoverable amounts of deferred tax assets to the extent that future taxable profits will be available against which the net operating losses and temporary difference can be utilized.
Current wording
The Group evaluated the recoverable amounts of deferred tax assets to the extent that future taxable profits will be available against which the NOLs and temporary difference can be utilized.
Previous wording
As of September 30, 2024, the Company had $812,121 of net operating losses (“NOLs”) which can be carried forward indefinitely.
Current wording
As of March 31, 2024, the Company had $352,053 of net operating losses (“NOLs”) which can be carried forward indefinitely.
Previous wording
The Company recorded income tax expenses of $66,129 for the nine months ended September 30, 2024 while income tax benefits of $91,141 for the nine months ended September 30, 2023. The Company recorded income tax benefits of $71,708 for the three months ended September 30, 2024 and income tax benefits of $57,129 for the three months ended September 30, 2023. Please refer to Note 12 – Income Tax to the Unaudited Condensed Consolidated Financial Statements for more details.
Current wording
The Company recorded income tax expenses of $144,329 for the three months ended March 31, 2025 and income tax expenses of $159,982 for the three months ended March 31, 2024. The effective tax rate increased from 32.7% for the three months ended March 31, 2024 to 35.2% for the three months ended March 31, 2025, which was mainly due to the increase in operating costs by the Company which is not subject to income tax. Please refer to Note 11 – Income Tax to the Unaudited Condensed Consolidated Financial Statements for more details.
Previous wording
Our income for the nine months ended September 30, 2024 and 2023 was $54,671 and $709,328, respectively. The decrease in net income by $654,657 or 92% was mainly due to the decrease in our revenue by $313,865 and increase in our operating costs by $200,066 mainly due to additional professional fees for listing purposes during the nine months ended September 30, 2024 and increase in income tax expense due to utilization of NOLs for the nine months ended September 30, 2024.
Current wording
Our income for the three months ended March 31, 2025 and 2024, was $266,212 and $329,384, respectively. The decrease in net income by $63,172 or 19% was mainly due to the decrease in our revenue and the increase in our other income, being partially offset by the decrease in our operating costs during the three months ended March 31, 2025.
Previous wording
Accounts receivable mainly represent amounts due from customers paid by credit cards from provision of golf operations services and sales of merchandise and food and beverages which are recorded net of allowance for expected credit losses. The decrease in accounts receivables from $36,299 as of December 31, 2023 to $18,740 as of September 30, 2024 was mainly due to the less customers who paid by credit cards near the end of September 30, 2024.
Current wording
Accounts receivable mainly represent amounts due from customers paid by credit cards for provision of golf operations services and sales of merchandise and food and beverages which are recorded net of allowance for expected credit loss. Increase in balance was mainly due to the more customers who paid by credit cards near the period end.
Previous wording
Deferred offering costs consist of underwriting, legal and other expenses incurred through the balance sheet date that are directly related to the intended initial public offering (“IPO”). Deferred offering costs will be charged to shareholders’ equity netted against the proceeds upon the completion of our proposed initial public offering (“IPO”). Should the IPO prove to be unsuccessful, these deferred offering costs, as well as additional expenses to be incurred, will be charged to statements of income. Such costs will be deferred until the closing of the IPO, at which time the deferred costs will be offset against the offering proceeds and recognized in equity of the Company. The increase of $321,876 was due to additional payment for expenses for listing purpose during the nine months ended September 30, 2024.
Current wording
Deferred offering costs consist of underwriting, legal and other expenses incurred through the balance sheet date that are directly related to the IPO. Deferred offering costs will be charged to shareholders’ equity netted against the proceeds upon the completion of the IPO. Should the IPO prove to be unsuccessful, these deferred offering costs, as well as additional expenses to be incurred, will be charged to statements of income. The deferred offering costs was offset against the equity upon the listing during the current period which resulted in nil balance as of March 31, 2025.
Previous wording
Accounts payable and accrued liabilities represented the payable to the vendors for the course upkeep costs, credit cards charge payables, sales tax payables and property tax payable. Decrease in accounts payable and accrued liabilities balance by $162,706 or 33% from $495,930 as of December 31, 2023 to $333,224 as of September 30, 2024 was mainly due to the decrease in accounts payable by $113,413 as a result of settlement of payables to vendors outweighed the costs incurred to vendors during the nine months ended September 30, 2024.
Current wording
Accounts payable and accrued liabilities represented the payable to the vendors for the course upkeep costs, credit cards charge payables, sales tax payables and property tax payable. Decrease in accounts payable and accrued liabilities balance by $90,902 or 22% from $420,005 as of December 31, 2024 to $329,103 as of March 31, 2025 was mainly due to the decrease in accrued expenses by approximately $50,000 as a result of settlement of accrued audit fee by $60,000 and decrease in property tax payable by approximately $78,000 due to the settlement of $102,000 during the current period.
Previous wording
Contract liabilities – deferred revenue represented the annual membership dues received in advance before the usage of golf course by customers. The decrease in this balance by $21,093 or 13% was mainly due to revenue recognized during the period outweighed the annual membership dues being received in advance during the three months ended September 30, 2024.
Current wording
Contract liabilities – deferred revenue represented the annual membership dues received in advance before the usage of golf course by the customers. The increase in this balance by $63,444 or 39% was mainly due to annual membership dues being received in advance outweighed the revenue recognized during the three months ended March 31, 2025.
Previous wording
The overall decrease in bank and other borrowings was mainly due to the repayment of loans of $566,091 during the nine months ended September 30, 2024.
Current wording
The Company borrowed loans from various financial institutions for working capital purpose. The decrease in bank and other borrowings was mainly due to full settlement of all bank and other borrowing during the three months ended March 31, 2025 upon listing.
Previous wording
The operating leases liabilities represented the leases for corporate office, golf carts and golf equipment for terms of four to five years. The increase in the operating leases – current was mainly due to new leases of two new golf carts with terms for five years commenced from September 2024 and offset by the repayments lease liabilities during the nine months ended September 30, 2024.
Current wording
The operating leases liabilities represented the leases for corporate office, golf cars and golf equipment for terms of four to five years. The operating leases – current remained stable at $194,038 and $195,115 as of March 31, 2025 and December 31, 2024, respectively.
Previous wording
Amounts due to related parties consists of the following:
Current wording
Amounts due to related parties consist of the following:
Previous wording
The following table summarizes our cash flows from operating, investing and financing activities as of the nine months ended September 30, 2024:
Current wording
The following table summarizes our cash flows from operating, investing and financing activities:
Previous wording
During the nine months ended September 30, 2023, our net cash provided by operating activities was approximately $898,420, which was driven by net income of $709,328, and adjusted for non-cash items and changes in operating assets and liabilities. Adjustment for non-cash items mainly consisted of depreciation of $129,176 and unpaid director’s remuneration of $110,000. Changes in operating assets and liabilities mainly include (i) a decrease in accounts receivables of $25,671 due to decrease in customers who paid by credit cards near the period end; and (ii) an increase in deferred tax assets of $100,940 due to recognition of deferred tax assets of $274,075 during the period for the NOLs and partially offset by the utilization of NOLs of $173,135 during the period.
Current wording
During the three months ended March 31, 2025, our net cash used in operating activities was approximately $81,193, primarily arising from net income of $266,212, and adjusted for non-cash items and changes in operating assets and liabilities. Adjustment for non-cash item mainly consisted of depreciation of $50,784. Changes in operating assets and liabilities mainly include (i) an increase in accounts receivables of $41,948 due to more customers who paid by credit cards near the period end; (ii) an increase in prepaid expenses of $447,981 due to the prepaid consultancy fee, prepaid annual listing fee to Nasdaq and prepaid director’s and officer’s liability insurance premium during the current period as mentioned above; and (iii) an decrease in accounts payable and accrued liabilities of $90,902 due to decrease in accrued expenses and property tax payable; and being partially offset by(iv) a decrease in deferred tax assets of $133,858 due to the utilization of NOLs for the current period; and (v) an increase in contract liabilities of $63,444 due to a large portion of annual membership dues being received during the current period of 2025 for services to be used by customers partly in fiscal year 2025.
Previous wording
During the nine months ended September 30, 2024, our net cash provided by operating activities was approximately $145,601, primarily arising from net income of $54,671, as adjusted for non-cash items and changes in operating assets and liabilities. Adjustment for non-cash items mainly consisted of depreciation of $150,391 and unpaid director’s remuneration of $40,000. Changes in operating assets and liabilities mainly include (i) a decrease in accounts receivables of $17,559 due to decrease in customers who paid by credit cards near the period end; (ii) a decrease in deferred tax assets of $20,918 due to the utilization of NOLs for the nine months ended September 30, 2024; (iii) a decrease in accounts payable and accrued liabilities of $162,706 due to decrease in accounts payable as a result of settlement of payables to vendors outweighed the costs incurred to vendors; (iv) a decrease in contract liabilities of $21,093 due to revenue recognized in the current period in relation to contract liabilities outweighed the annual membership dues being received in advance during the period; and (iv) increase in deferred tax liabilities of $45,211 due to increase in the temporary difference derived from the accelerated depreciation of property and equipment.
Current wording
During the three months ended March 31, 2024, our net cash provided by operating activities was approximately $470,125, which was driven by net income of $329,384, and adjusted for non-cash items and changes in operating assets and liabilities. Adjustment for non-cash items mainly consisted of depreciation of $50,007 and unpaid director’s remuneration of $40,000. Changes in operating assets and liabilities mainly include (i) a decrease in deferred tax assets of $150,321 due to the utilization of NOLs for the prior period; and(ii) an increase in contract liabilities of $23,533 due to a large portion of annual membership dues being received during the prior period of 2024 for services to be used by customers partly in fiscal year 2024; being partially offset by (iii) a decrease in accounts payable and accrued liabilities of $134,515 due to a decrease in accounts payable as a result of settlement of payables to vendors outweighed the costs incurred to vendors.
Previous wording
During the nine months ended September 30, 2024, cash flows used in investing activities were for the purchase of property and equipment of $126,680. It was due to the purchase of pump station and the installation of new air-conditioner system.
Current wording
During the three months ended March 31, 2025, cash flows used in investing activities were mainly for the purchase of property and equipment of $14,924 for the clubhouse improvements.
Previous wording
During the nine months ended September 30, 2023, cash flows used in investing activities were for the purchase of property and equipment of $183,710, it is mainly due to payments for the pump station and the course improvement.
Current wording
During the three months ended March 31, 2024, cash flows used in investing activities were for the purchase of property and equipment of $99,885, it is mainly due to the payment for the pump station.
Previous wording
During the nine months ended September 30, 2023, cash used in financing activities was the result of net repayments of related party loans of $767,600 and payment of deferred offering costs of $197,500; and partially offset by net proceeds from bank and other borrowings of $25,391.
Current wording
During the three months ended March 31, 2025, cash provided by financing activities was the result of net proceeds from issue of common stocks of $10,654,093 and partially offset by net repayments of related party loans of $2,336,160, repayments of bank and other borrowings of $192,378 and payment of deferred offering costs during the period right before the successful listing.
Previous wording
During the nine months ended September 30, 2024, cash used in financing activities was the result of deferred offering costs of $321,876 and repayments of bank and other borrowings of $566,091 and partially offset by net proceeds from related party loans of $724,913.
Current wording
During the three months ended March 31, 2024, cash used in financing activities was the result of payment for deferred offering costs of $259,104 and repayments of bank and other borrowings of $37,806 and partially offset by net proceeds from related party loans of $162,704.
Previous wording
We incurred capital expenditures of $251,389, $207,582, $126,680 and $183,710 for the years ended December 31, 2023 and 2022, and for the nine months ended September 30, 2024 and 2023, respectively, which mainly related to the purchase of pump station, cooler and freezer, air-conditioning system, restaurant equipment and clubhouse improvements.
Current wording
We incurred capital expenditures of $14,924 and $99,885 for the three months ended March 31, 2025 and 2024, respectively, which mainly related to the clubhouse improvements and purchase of pump station, respectively.
Previous wording
The Company believes that, taking into consideration the present available banking facilities and internal financial resources we have, including the current levels of cash and cash flows from operations, and the measures mentioned above, will be sufficient to meet its anticipated cash needs for at least the next twelve months from the date of this report.
Current wording
The Company believes that, taking into consideration the successful listing in February 2025 and internal financial resources we have, including the current levels of cash and cash flows from operations, and the measures mentioned above, will be sufficient to meet its anticipated cash needs for at least the next twelve months from the date of this report.
Previous wording
The Company mitigates its credit risk on receivables by actively managing and monitoring its receivables. The Company mitigates credit risk by evaluating the creditworthiness of customers prior to conducting business with them and monitoring its exposure for credit losses with existing customers. Since all accounts receivable as at years ended December 31, 2023 and 2022 and for the nine months ended September 30, 2024 and 2023 are aged within one year and collected all receivables subsequent to year end, minimum credit risk was noted for accounts receivable.
Current wording
The Company mitigates its credit risk on receivables by actively managing and monitoring its receivables. The Company mitigates credit risk by evaluating the creditworthiness of customers prior to conducting business with them and monitoring its exposure for credit losses with existing customers. Since all accounts receivable as at March 31, 2025 and December 31, 2024 are aged within one year and collected all receivables subsequent to year end, minimum credit risk was noted for accounts receivable.
Previous wording
As of September 30, 2024 and December 31, 2023 and 2022, the Company owed 81%, 85% and 84% of accounts payable to a key supplier, respectively.
Current wording
As of March 31, 2025 and December 31, 2024, the Company owed 80% and 84% of accounts payable to a key supplier, respectively.
Showing the first 40 of 41 pairs. Open the source sections for the rest.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Future minimum lease payments under operating leases at March 31, 2025 were as follows:
Rearranged previous paragraphs (6)
Previous report — wording carried elsewhere
Ancillary revenue mainly represented the equipment and facilities rental, including the lease of our clubhouse and lease of golf club to our customers. The increase by $5,976 or 9% was mainly due to an increase in demand for rental services for activities and events during the nine months ended September 30, 2024.
Previous report — wording carried elsewhere
The operating expenses of the Company mainly consist of costs related to golf operations, costs related to sales of food and beverage and merchandise, salaries and benefits, depreciation and other miscellaneous administrative expenses. The overall operating expenses increased by $200,066 or 9% from $2,333,403 for the nine months ended September 30, 2023 to $2,533,469 for the nine months ended September 30, 2024, which was primarily due to increases in golf operating costs and other general and administrative expenses and partially offset by the decrease in cost of merchandise sales and salaries and benefits during the current period with details discussed below.
Previous report — wording carried elsewhere
Other general and administrative expenses mainly consisted of professional fees, repair and maintenance of restaurant machinery and equipment, utilities, liability insurance, personal property tax and real estate tax, credit card charges and other miscellaneous administrative expenses. Increase in other general and administrative expenses by $59,681 or 10% from $587,030 for the nine months ended September 30, 2023 to $646,711 for the nine months ended September 30, 2024 was mainly attributable to the increase of audit and quarterly review fee by $58,500 for listing purposes during the period as compared to the corresponding period in 2023.
Previous report — wording carried elsewhere
Our cost of merchandise sales consisted of mainly the purchase cost of golf balls, men’s and ladies’ wear, gloves and headwear. Decrease in cost of merchandise sales in line with the decrease in sales of merchandise for the three months ended 30 September 2024.
Previous report — wording carried elsewhere
Working Capital (as of September 30, 2024 and December 31, 2023)
Previous report — wording carried elsewhere
The Company borrowed loans from various financial institutions for working capital purposes. Our borrowings are as follows as of September 30, 2024 and December 31, 2023: