Aether Holdings, Inc.
For the period ended Mar 31, 2025. Filed May 16, 2025.
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Mar 31, 2025 · Filed May 16, 2025
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Notes to Unaudited Condensed Consolidated Financial Statements
NOTE 1 —DESCRIPTION OF BUSINESS AND ORGANIZATION
Aether Holdings, Inc. (the “Company” or “Aether”) was incorporated pursuant to the Delaware General Corporation Law (“DGCL”) on August 15, 2023. The Company, acting through its subsidiary, Sundial Capital Research Inc. (“Sundial”) is principally engaged in providing proprietary research analytics, data, and tools for equity traders through its flagship platform, SentimenTrader.com.
The Company had one subsidiary, Sundial. Details of the Company as of March 31, 2025 and September 30, 2024, are set out below:
| Name of Entity | Date of Incorporation | Place of Incorporation | Percentage of Ownership | Principal Activities |
|---|---|---|---|---|
| Aether Holdings, Inc. | August 15, 2023 | Delaware, US | Parent | Holding Company |
| Sundial Capital Research Inc. | January 22, 2003 | Minnesota, US | 100% | Software Service |
Going Concern
The unaudited condensed consolidated financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred a loss since inception resulting in an accumulated deficit. As of March 31, 2025, the Company had negative working capital of $598,568.
The registration statement for the Company’s initial public offering became effective on April 9, 2025. On April 11, 2025, the Company consummated its initial public offering (the “Offering”) of 1,800,000 shares of the Company’s common stock, par value $0.001 per share, at a price to the public of $4.30 per share, generating gross proceeds of $7,740,000. In connection with the Offering, the Company granted the underwriter an option, exercisable for 30 days, to purchase up to an additional 270,000 shares of common stock at the public offering price of $4.30 (the “Over-Allotment Option”, and together with the Offering, the “IPO”).
On April 16, 2025, the Company closed on the fully exercised Over-Allotment Option resulting in additional gross proceeds to the Company of $1,161,000, before deducting underwriting discounts, commissions and offering expenses. After giving effect to the full exercise of the Over-Allotment Option, a total of 2,070,000 shares of common stock have been issued and sold in the IPO, and the gross proceeds from the IPO, including the full exercise of the Over-Allotment Option, before deducting underwriting discounts, commissions and offering expenses, were $8,901,000.
Management believes that the net proceeds from the IPO significantly improve the Company’s financial position and liquidity.
These unaudited condensed consolidated financial statements do not reflect adjustments that would be necessary if the Company were unable to continue as a “going concern.” While management believes that the actions already taken or planned, including adjusting its operating expenditures and obtaining financial supports from its principal stockholder, will mitigate the adverse conditions and events which raise doubt about the validity of the “going concern” assumption used in preparing these financial statements. Management believes that the successful completion of the IPO has significantly improved the Company’s liquidity and financial position.
NOTE 2 —SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed consolidated or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
Foreign Currency
These unaudited condensed consolidated financial statements are presented in United States dollars which are the parent and subsidiaries’ functional currency. The functional currency for each entity consolidated with the Company is determined by the currency of the primary economic environment in which it operates, US dollars (“USD”).
Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date. Differences arising on settlement or translation of monetary items are recognized in profit or loss.
Use of Estimates and assumptions
The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. There were no significant estimates or assumptions that materially impacted the unaudited condensed consolidated financial statements as of March 31, 2025 and September 30, 2024.
Segment Information
The Company operates asone operating segment. The Company’s chief operating decision maker (“CODM”) is its chief executive officer, who reviews financial information for purposes of making operating decisions, assessing financial performance and allocating resources. The Company’s CODM evaluates financial information on a consolidated basis. As the Company operates as one operating segment, all required segment financial information is found in the unaudited condensed consolidated financial statements.
Cash
Cash consists of cash on hand, the balances with banks and the liquid investments with maturities of three months or less.
Property and Equipment
Property and equipment are recorded at cost less accumulated depreciation and impairment losses at the following depreciation rates:
| Computer hardware & IT | Double declining balance method – 30% |
|---|
Equipment that is withdrawn from use or has no reasonable prospect of being recovered through use or sale, are regularly identified, and written off. The assets’ residual values, depreciation methods and useful lives are reviewed, and adjusted if appropriate, at each reporting date. Subsequent expenditures relating to items of property and equipment are capitalized when it is probable that future economic benefits from the use of the assets will be increased. All other subsequent expenditures are recognized as repairs and maintenance.
Deferred Offering Costs
Deferred offering costs consist of specific expenses directly attributable to the Company’s initial public offering (“IPO”), including legal, accounting, printing, underwriter fees, and filing fees. These costs are capitalized as incurred in accordance with the guidance under ASC 340-10-S99-1. Subsequent to the successful completion of the IPO, deferred offering costs will be offset against the IPO proceeds and reclassified to additional paid-in capital. For the six months ended March 31, 2025, the Company recorded deferred offering costs of $161,806. For the year ended September 30, 2024, the Company recorded deferred offering costs of $139,017.
Impairment of Long-lived asset
Long-lived assets, including plant, property and equipment, are evaluated 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 amount may not be fully recoverable or that the useful life is shorter than the Company had originally estimated. When these events occur, the Company evaluates the impairment by comparing the carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Company recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. No impairment charge was recognized for the three and six months ended March 31, 2025 and 2024, respectively.
Research and Development Expenses
Research and development expenses represent costs directly attributable to the research and development of AI and machine learning related new features for the Company’s platform. All research and development costs are expensed as incurred.
Revenue Recognition
The Company adopted ASC Topic 606 Revenue from Contracts with Customers (“ASC 606”) on January 1, 2020 using the modified retrospective approach. Revenues were presented under ASC 606 and all subsequent ASUs that modified ASC 606 for the three and six months ended March 31, 2025 and 2024. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, the Company applies the following steps:
| Step 1: | Identification of the contract with a customer; |
| Step 2: | Identification of the performance obligations in the contract; |
| Step 3: | Determination of the transaction price; |
| Step 4: | Allocation of the transaction price to the performance obligations in the contract (where revenue is allocated on a relative standalone selling price basis by maximizing the use of observable inputs to determine the standalone selling price for each performance obligation); and |
| Step 5: | Recognition of revenue when, or as, the Company satisfies a performance obligation. |
Revenue from online subscription services
Our primary source of revenue is subscriptions to our cloud-based software during the term of arrangement. Cloud-based services allow our customers to access to the tailor-made stock research reports without taking possession of the software. Revenue is generally recognized ratably over the contract term beginning on the commencement date of each contract, which is the date our cloud-based software is made available to customers, and collection is reasonably assured. Subscription agreements generally have terms ranging from one month to one year. Amounts that have been invoiced are recorded either deferred revenue or revenue in the unaudited condensed consolidated financial statements, depending on whether the underlying performance obligation has been satisfied.
Deferred Revenue
Deferred revenue consists of advance payments that are received in advance of the Company’s performance. The Company’s deferred revenue is reported on a contract-by-contract basis at the end of each reporting period. The Company classifies deferred revenue as current when the term of the applicable subscription period or expected completion of the performance obligation is one year or less.
Cost of Revenue
Cost of revenues primarily consist of expenses related to hosting the Company’s service and analyst salaries that directly benefit sales. These expenses are comprised of hosted data center global costs, fees paid to third-party data providers and personnel-related costs directly associated with research reports, including salaries and benefits.
Capital Stock
Common shares are classified as shareholders’ equity. Transaction costs directly attributable to the issue of common shares and share purchase options are recognized as a deduction from equity, net of any tax effects.
Related parties
The Company adopted ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.
Fair Value Measurement
Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.
The established fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs that may be used to measure fair value are as follows:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Observable, market-based inputs, other than quoted prices, in active markets for identical assets or liabilities.
Level 3: Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The Company’s financial instruments include cash, payable and accrued liabilities, loan payable and due to related parties. The carrying amounts of these accounts approximate their fair values due to the short-term nature of these instruments.
The Company noted no transfers between levels during any of the periods presented. The Company did not have any instruments that were measured at fair value on a recurring nor non-recurring basis as of March 31, 2025 and September 30, 2024.
Income taxes
Current tax
Current tax consists of current tax payable based on the Company’s taxable income for the year. The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax
Deferred tax assets and liabilities are determined based on the difference between the financial statement carrying amounts and the tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts that are more likely than not to be realized.
Earnings (loss) per share
The Company presents basic and diluted earnings (loss) per share data for its common shares. Basic earnings (loss) per share is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year, adjusted for own shares held. Diluted earnings (loss) per share is determined by dividing the profit or loss attributable to common shareholders by the weighted average number of common shares outstanding, adjusted for own shares held and for the effects of all potential dilutive common shares related to outstanding stock options and warrants issued by the Company for the periods presented, except if their inclusion is anti- dilutive.
Recent accounting pronouncements
The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.
Recently Issued Accounting Pronouncements
In October 2021, the FASB issued ASU No. 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU 2021-08”). This ASU requires entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. The amendments improve comparability after the business combination by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. The amendments are effective for the Company beginning after December 15, 2023, and are applied prospectively to business combinations that occur after the effective date. The Company does not expect the adoption of this guidance to have a material impact on the unaudited condensed consolidated financial statements.
Recent accounting pronouncements (continued)
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments are intended to improve the transparency and decision usefulness of segment information by requiring enhanced disclosures about significant segment expenses and more consistent information in interim periods. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments are to be applied retrospectively to all prior periods presented.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). This ASU requires that public business entities must annually “(1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate).” A public entity should apply the amendments in ASU 2023-09 prospectively to all annual periods beginning after December 15, 2024. The Company is currently evaluating these new disclosure requirements and does not expect the adoption to have a material impact.
In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income (Subtopic 220-40): Disaggregation of Income Statement Expenses.” This pronouncement introduces new disclosure requirements aimed at enhancing transparency in financial reporting by requiring disaggregation of specific income statement expense captions. Under the new guidance, entities are required to disclose a breakdown of certain expense categories, such as: employee compensation; depreciation; amortization, and other material components. The disaggregated information can be presented either on the face of the income statement or in the notes to the financial statements, often using a tabular format. The ASU is effective for fiscal years beginning after December 15, 2025, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating these new disclosure requirements and does not expect the adoption to have a material impact.
The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated balance sheets, statements of income (loss) and comprehensive income (loss) and statements of cash flows.
From time to time, new accounting pronouncements are issued by the FASB or other standard-setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on the accompanying financial statements and disclosures.
NOTE 3 —DEFERRED REVENUE
Deferred revenue consists of the unearned portion of customer billings, which is recognized as revenue in accordance with our revenue recognition policy. The Company classifies deferred revenue as a short-term liability on the unaudited condensed consolidated balance sheets because the longest subscription plan is for twelve months. The amount of revenue recognized that was included in the deferred revenue balance at the beginning of the period and year was $310,450 and $329,020 for the six months ended March 31, 2025 and 2024 and $403,440 and the year ended September 30, 2024, respectively. For the three and six months ended March 31, 2025, the additional deferred revenue accrued was $368,925 and $711,549, while the revenue released from deferred revenue was $341,906 and $696,549. For the three and six months ended March 31, 2024, the additional deferred revenue accrued was $407,324 and $760,823, while the revenue released from deferred revenue was $365,772 and $731,184. The movement of deferred revenue for the six months ended March 31, 2025 and the year ended September 30, 2024 is as follows:
| For the Six Months Ended March 31, 2025 | September 30, 2024 | |
|---|---|---|
| Opening balance | $380,077 | $403,440 |
| Additional deferred revenue accrual | 711,549 | 1,416,733 |
| Revenue released from deferred revenue | (696,549) | (1,440,096) |
| Ending balance | $395,077 | $380,077 |
NOTE 4 —COST OF SALES
Cost of subscription revenue consists primarily of managed hosting providers, other third-party service providers, and employee-related costs including payroll and benefits for our research analysts.
| For the three months ended | For the six months ended | |||
|---|---|---|---|---|
| March 31, 2025 | March 31, 2024 | March 31, 2025 | March 31, 2024 | |
| Wages and benefits – Research analysts | $97,972 | $98,451 | $193,886 | $187,904 |
| Bloomberg data and hosting | 7,500 | 6,922 | 15,000 | 26,232 |
| IT services and other | 4,144 | 4,212 | 8,288 | 8,748 |
| Total | $109,616 | $109,585 | $217,174 | $222,884 |
**NOTE 5 —PREPAID EXPENSES **
The prepaid expenses as of March 31, 2025 and September 30, 2024 were as follows:
| March 31, 2025 | September 30, 2024 | |
|---|---|---|
| Software license | $1,134 | $8,000 |
| Prepaid rents | - | 2,000 |
| SEC filing fees | 3,440 | 4,728 |
| Other | 5,850 | 4,558 |
| Total | $10,424 | $19,286 |
NOTE 6 —PAYABLES AND ACCRUED LIABILITIES
The trade payables and accrued liabilities as of March 31, 2025 and September 30, 2024 were as follows:
| March 31, 2025 | September 30, 2024 | |
|---|---|---|
| Accounts payable | $71,489 | $1,186 |
| Accrued liabilities | 70,219 | 19,817 |
| Other payables | 9,865 | 10,329 |
| Total | $151,573 | $31,332 |
NOTE 7 —LOAN PAYABLE
On March 16, 2025, the Company has entered into a short-term loan with a third party. The short-term loan bears an interest at an annual rate of 5% per annum. Interest is accrued annually and is payable on the earlier of December 31, 2025, and the date on which the Company consummates an initial public offering of its securities unless a default occurs. As of March 31, 2025, the Company had accrued interest expenses of $516, which is included in the loan payable on the balance sheet. The total outstanding principal and accrued interest expenses of the short-term loan was $20,516 as of March 31, 2025. On April 15, 2025, $20,000 of the loan payable was subsequently settled.
The promissory notes are unsecured and do not contain any covenants. The notes are classified as current liabilities due to their maturity within one year from the balance sheet date.
NOTE 8 —EQUITY
A) Share Issued for Service Agreement
On August 25, 2023, the Company entered into a project development agreement with Wuyao Safety Technology (“Wuyao”). Under this agreement, the Company will issue 208,333 shares of Common Stock for an aggregate total value of $250,000, to settle the services provided by Wuyao. For the six months ended March 31, 2024, the Company issued 138,889 shares of Common Stock and recognized $100,000 as share-based compensation expense.
On October 31, 2023, the Company issued 16,071 shares of Common Stock with a value of $0.84 per share to settle the services provided by Research Capital Corporation, for an aggregate total value of $13,500.
On November 21, 2023, the Company issued 50,896 shares of Common Stock with a value of $0.84 per share to settle the services provided by Monic Wealth Solutions Ltd, for an aggregate total value of $42,753.
No shares are issued for Service Agreement for the six months ended March 31, 2025.
B) Non-brokered Private Placement
On October 31, 2023, the Company entered into a non-brokered private placement to issue 1,339,293 shares of the Company’s common stock with a value of $0.84 per share for a gross proceed of $1,125,007. The transaction closed in two tranches, with the first closing October 31, 2023, and the second on November 21, 2023. The transaction incurred share issuance costs of $36,210, which included bank transaction fees and finder commissions.
There is no non-brokered private placement for the six months ended March 31, 2025.
NOTE 8 — EQUITY (continued)
C) Reverse Stock Split
On January 15, 2025, the Company’s board of directors approved a share consolidation of the Company’s common shares at a ratio of 1.2-for-1 reverse split, effective on January 15, 2025. As a result of the share consolidation, every 1.2 common shares outstanding automatically combined and converted into 1 issued and outstanding common share, without any action required from shareholders. The par value and the authorized number of common shares remained unchanged.
All share and per-share information included in the unaudited condensed consolidated financial statements and notes thereto have been retroactively adjusted for the 1.2-for-1 reverse split occurred on the first day of the first period presented.
As of March 31, 2025 and September 30, 2024, the Company had 10,031,273 common shares issued and outstanding, respectively.
NOTE 9 —SEGMENTED INFORMATION
Operating segments
The Company operates primarily inone principal business, that being the development, marketing and support management of the Company’s cloud-based platform.100% of the revenue and non-current assets are in the United States.
NOTE 10 —PROPERTY AND EQUIPMENT, NET
Property and equipment, net consisted of the following:
| As of | ||
|---|---|---|
| March 31, 2025 | September 30, 2024 | |
| Computer equipment | $16,982 | $16,982 |
| Less: Accumulated depreciation | 14,714 | 13,667 |
| Property and equipment, net | $2,268 | $3,315 |
Depreciation expenses totaled $524 and $523 during the three months ended March 31, 2025 and 2024, respectively.
Depreciation expenses totaled $1,047 and $1,047 during the six months ended March 31, 2025 and 2024, respectively.
NOTE 11 —RELATED PARTY TRANSACTIONS
Related parties include key management personnel, their close family members and entities under their control or joint control. Key management personnel are those having authority and responsibility for the planning directing and controlling the activities of the entity, directly or indirectly. The Company defines key management personnel as the Company’s C-level executives and Board of Directors. The Company’s relationship with related parties who had transactions with the Company are summarized as follows:
| Related Party | Relationship with the Company |
|---|---|
| Qian Zhang | Former Director and CEO of Sundial from May 31, 2023 to July 10, 2024; Operating Officer (“COO”) of Sundial since July 10, 2024 Former Director and Interim CEO of Aether from August 25, 2023 to September 11, 2023 |
| Hao Hu | Chief Information Officer (“CIO”) of Sundial since March 15, 2023; Director of Sundial since September 9, 2023; Interim Chief Executive Officer of Sundial since July 10, 2024; Former Director and CTO of Aether from August 25, 2023 to September 11, 2023 |
| Nicolas Kuan Liang Lin | Chief Executive Officer (“CEO”) since September 11, 2023 and Director of Aether since August 25, 2023 |
| David Chi Ching Ho | Chief Strategy Officer (“CSO”) since April 1, 2024 |
| Siu Hang (Henry) Wong | Director of Business Development since December 1, 2024 to February 1, 2025 Former Chief Operating Officer (“COO”) from June 1, 2024 to November 20, 2024 |
| Elixir Technology Inc. | Aether’s principal common shareholder |
| Jaclyn Wu | Director of Sundial since August 16, 2022; Director of Aether since August 25, 2023. |
| Monic Wealth Solutions Ltd. | Owned by Jaclyn Wu, a director of Aether and Sundial. |
| Ledger Pros LLC | Owned by Suresh R. Iyer, the Chief Financial Officer (“CFO”) since May 16, 2024 |
| Suresh R. Iyer | Chief Financial Officer (“CFO”) since May 16, 2024 |
Related Party transactions
The Company had the following related party transactions:
A) Due to related parties
The Company’s balances due to related parties as of March 31, 2025 and September 30, 2024 were as follows:
| Name | March 31, 2025 | September 30, 2024 |
|---|---|---|
| Qian Zhang | $5,034 | $5,034 |
| Elixir Technology Inc. | 5,157 | 5,157 |
| Jaclyn Wu | 110,000 | 50,055 |
| Nicolas Kuan Liang Lin | 170,000 | 80,014 |
| David Chi Ching Ho | 60,000 | 29,959 |
| Siu Hang (Henry) Wong | - | 4,931 |
| Suresh R. Iyer | 12,000 | 6,000 |
| Ledger Pros LLC | 29,400 | 10,800 |
| Hao Hu | 6 | 2 |
| Total due to related parties | $391,597 | $191,952 |
The amounts due to related party as of March 31, 2025 and September 30, 2024 are unsecured, interest-free, and due on demand.
NOTE 11 — RELATED PARTY TRANSACTIONS (continued)
Related Party transactions (continued)
B) Services rendered from related party
During the six months ended March 31, 2024, the Company issued 50,896 shares of common stock, valued at $0.84 per share, as compensation for consulting services provided by Monic Wealth Solutions Ltd., for a total value of $42,753. (See Note 8A). No shares were issued to Monic Wealth Solutions Ltd. for the six months ended March 31, 2025.
During the three and six months ended March 31, 2024, the Company incurred $10,689 and $50,127 for the marketing and sales channel services provided by Monic Wealth Solutions Ltd. During the three and six months ended March 31, 2025, the Company incurred $0 for the for the marketing and sales channel services provided by Monic Wealth Solutions Ltd.
During the three and six months ended March 31, 2025, the Company incurred $9,600 and 18,600 for the accounting services provided by Ledger Pros LLC. During the three and six months ended March 31, 2024, the Company incurred $0 for the accounting services provided by Ledger Pros LLC.
C) Wages and salaries for services rendered by executive officers and directors
| For the three months ended | ||
|---|---|---|
| Name | March 31, 2025 | March 31, 2024 |
| Qian Zhang | $28,800 | $35,600 |
| Hao Hu | 37,502 | 54,500 |
| Jaclyn Wu | 30,000 | 15,000 |
| Nicolas Kuan Liang Lin | 45,000 | - |
| David Chi Ching Ho | 15,000 | - |
| Siu Hang (Henry) Wong | 2,000 | - |
| Suresh R. Iyer | 18,000 | - |
| Total wages and salaries | $176,302 | $105,100 |
| For the six months ended | ||
|---|---|---|
| Name | March 31, 2025 | March 31, 2024 |
| Qian Zhang | $57,600 | $59,600 |
| Hao Hu | 75,004 | 84,500 |
| Jaclyn Wu | 60,000 | 15,000 |
| Nicolas Kuan Liang Lin | 90,000 | - |
| David Chi Ching Ho | 30,000 | - |
| Siu Hang (Henry) Wong | 12,398 | - |
| Suresh R. Iyer | 36,000 | - |
| Total compensations paid to related parties | $361,002 | $159,100 |
Proforma wages and salaries paid to the executive officers and directors
The Company entered into employment agreements with several executive officers and non-independent director agreements with Mr. Lin and Ms. Wu between April and August 2024. The general and administrative expenses for the three and six months ended March 31, 2024 would increase by $123,003 and $246,005 if the employment agreements with the executive officers and directors commenced on October 1, 2022.
| Pro Forma information if employment agreements with the executive officers and directors commenced on October 1, 2022 | Three months ended March 31, 2024 | Six months ended March 31, 2024 |
|---|---|---|
| General and administrative expenses (pro forma) | $532,572 | $949,629 |
| Pro forma net loss and comprehensive loss (pro forma) | (305,278) | (522,219) |
| Pro forma net loss per share – basic and diluted (pro forma) | (0.03) | (0.06) |
| Weighted average number of shares of common stock outstanding – basic and diluted* | 9,531,267 | 9,181,426 |
| * | Shares and per share data are presented on a retroactive basis to reflect the reorganization and the 1.2-for-1 reverse stock split. |
|---|
NOTE 12 —INCOME TAXES
The Company is subjected to a combined effective tax rate for federal and state income taxes of 30.8% and state minimum fee.
The deferred tax assets and liabilities were estimated for further tax consequences attributable to difference between the financial statement carrying amounts of the Company’s existing assets and liabilities and their respective tax bases. The deferred tax assets and liabilities were measured using tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
For the three and six months ended March 31, 2025 and 2024, the Company incurred $5,298 in tax expenses for the franchise tax. No amounts were incurred for income tax uncertainties or interest and penalties during these periods. As of March 31, 2025, the Company had a liability of $5,298 payable to the Minnesota state government. As of September 30, 2024, the Company did not have an accrued liability for uncertain tax positions and does not anticipate recognition of any significant liabilities for uncertain tax positions during the next 12 months. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company’s tax years since its formation remain subject to possible income tax examination by its major taxing authorities for all periods.
No provision for income tax was made for the three and six months ended March 31, 2025 and 2024 as the Company had no assessable profits for both years
The following table reconciles income taxes based on the U.S. statutory tax rate to the Company’s income tax expense:
| For the three months ended | |||
|---|---|---|---|
| March 31, 2025 · March 31, 2024 | |||
| Loss before income tax | $(384,883) | $(182,275) | |
| Statutory tax rate | 30.8% | 30.8% | |
| Tax at the domestic income tax rate | (118,543) | (56,139) | |
| Tax effect of tax losses not recognized | 114,578 | 52,254 | |
| State franchise tax | (5,298) | - | |
| Non-deductible expenses | 161 | 661 | |
| Difference in state tax rate | 3,804 | 3,224 | |
| Total income tax expense | $(5,298) | $ | - |
NOTE 12 — INCOME TAXES (continued)
The following table reconciles income taxes based on the U.S. statutory tax rate to the Company’s income tax expense (continued):
| For the six months ended | |||
|---|---|---|---|
| March 31, 2025 · March 31, 2024 | |||
| Income (Loss) before income tax | $(707,082) | $(276,214) | |
| Statutory tax rate | 30.8% | 30.8% | |
| Tax at the domestic income tax rate | (217,782) | (85,074) | |
| Tax effect of tax losses not recognized | 210,103 | 79,247 | |
| State franchise tax | (5,298) | - | |
| Non-deductible expenses | 376 | 823 | |
| Difference in state tax rate | 7,303 | 5,004 | |
| Total income tax expense | $(5,298) | $ | - |
Significant components of deferred income tax assets and liabilities were as follows:
| March 31, 2025 · September 30, 2024 | ||||
|---|---|---|---|---|
| Tax Loss Carryforward | $577,631 | $367,528 | ||
| Valuation allowance for deferred tax assets | (577,631) | (367,528) | ||
| Total deferred income tax assets (liabilities) | $ | - | $ | - |
As of March 31, 2025 and September 30, 2024, there was net operating loss (“NOL”) carry forward of $1,950,840 and $1,244,454 respectively and they can be carried forward indefinitely. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of March 31, 2025 and September 30, 2024.
NOTE 13 —CREDIT RISK AND CONCENTRATION
The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below:
Credit risk
Credit risk is the risk of loss associated with a counter-party’s inability to fulfill its payment obligations. The Company’s credit risk is primarily attributable to cash. As of March 31, 2025 and September 30, 2024, substantially all of the Company’s cash was held in major financial institutions located in the U.S., which are FDIC-insured and management considers to be of high credit quality.
The maximum exposure of such assets to credit risk is their carrying amounts at the balance sheet dates. The Company maintains majority of the bank accounts at financial institutions in the United States, where there is $250,000 standard deposit insurance coverage limit per depositor, per FDIC-insured bank and per ownership category. As of March 31, 2025 and September 30, 2024, cash balances of $14,030 and $372,534, respectively, were maintained at financial institutions in the US. The remaining balance of $179,233 and $185,289, respectively, were maintained in payment processing accounts with services such as Mercury, PayPal and Stripe. While management believes that the financial institutions and payment processors used by the Company are of high credit quality, it also continually monitors their creditworthiness.
Liquidity risk
Liquidity risk arises through the excess of financial obligations over available financial assets due at any point in time. The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when they come due. All of the Company’s financial liabilities are subject to normal trade terms. The Company is historically funded the working capital needs primarily from operations, as well as advances from related parties.
The Company has incurred a loss since inception resulting in an accumulated deficit. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern depends on the Company’s ability to generate revenue and profit in the future and/or to obtain necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company consummated its initial public offering on April 11, 2025 and closed the over-allotment option on April 16, 2025, which generated gross proceeds of $8,901,000. Management believes that the successful completion of the IPO has significantly improved the Company’s liquidity and financial position. Management intends to finance operating costs over the next twelve months primarily through use of the IPO proceeds and, if needed, additional financings from the public and private offerings of securities.
Market risk
Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices. These market factors are not expected to pose significant risks to the Company.
Concentration risk
For purposes of assessing the concentration of credit risk and significant customers, a group of customers under common control or customers that are affiliates of each other are regarded as a single customer. Additionally, there were no customers that represented 10% or more of the Company’s revenue for the six months ended March 31, 2025 and the year ended September 30, 2024.
NOTE 14 —COMMITMENTS AND CONTINGENCIES
From time to time, the Company may be involved in litigation relating to claims arising out of its operations in the normal course of business. There is no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of its operations and there are no proceedings in which any of the Company’s directors, officers, or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to the Company’s interest.
On April 11, 2025, the Company consummated its initial public offering of 1,800,000 shares of the Company’s common stock, par value $0.001 per share, at a price to the public of $4.30 per share, generating gross proceeds of $7,740,000 (See Note 15). The Company incurred expenses of $894,580 for the professional services provided by the underwriter. The expenses will be settled by the gross proceeds received from the Offering on April 11, 2025.
NOTE 15 —SUBSEQUENT EVENTS
On April 11, 2025, the Company consummated its initial public offering of 1,800,000 shares of the Company’s common stock, par value $0.001 per share, at a price to the public of $4.30 per share, generating gross proceeds of $7,740,000. In connection with the Offering, the Company granted the underwriter an option, exercisable for 30 days, to purchase up to an additional 270,000 shares of common stock at the public offering price of $4.30.
On April 16, 2025, the Company closed on the fully exercised Over-Allotment Option resulting in additional gross proceeds to the Company of $1,161,000, before deducting underwriting discounts, commissions and offering expenses. After giving effect to the full exercise of the Over-Allotment Option, a total of 2,070,000 shares of common stock have been issued and sold in the IPO, and the gross proceeds from the IPO, including the full exercise of the Over-Allotment Option, before deducting underwriting discounts, commissions and offering expenses, were $8,901,000.
On April 30, 2025, the Company incorporated Alpha Edge Media Inc, a wholly-owned subsidiary, pursuant to the DGCL. The subsidiary is principally engaged in supporting the Company’s investor relations and managing the Company’s new newsletter services. The Company’s existing SentimenTrader newsletters service continues to be managed by Sundial and is not part of the operations transferred to Alpha Edge Media Inc.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.