Aphoenity International Holdings Inc.
For the period ended Mar 31, 2025. Filed May 12, 2025.
View on SEC.govAbout this filing
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 12, 2025
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-10-31.
0001683168-24-007479
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-12.
0001683168-25-003369
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 32 previous paragraphs and 34 current paragraphs.
15 unchanged; 12 reworded; 6 added; 5 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 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 (6)
Current report
Risk Factors
Current report
Impact of heightened volatility in interest rates
Current report
Following the global stabilization of the COVID-19 pandemic, the Company continues to assess any lingering impacts on workforce dynamics and supply chain resilience. However, attention has increasingly shifted toward addressing broader economic uncertainties, particularly the volatility in interest rates and evolving market conditions. Over the past two years, rising interest rates have had a significant global impact, including across Southeast Asia. Higher rates have increased borrowing costs, influenced client spending patterns, and slowed business investments—factors that may directly affect consulting firms like ours.
Current report
Monetary authorities across Southeast Asia, including Bank Negara Malaysia and the Monetary Authority of Singapore, have adjusted their policies in response to persistent inflationary pressures and broader macroeconomic developments. The rise in interest rates presents a potential risk to the Company, as it may increase the cost of borrowing, constrain access to affordable financing, and influence the capital expenditure decisions of our clients. These dynamics could result in delays, deferrals, or reductions in consulting project engagements, thereby impacting the Company's revenue streams.
Current report
The Company remains vigilant in closely monitoring interest rate trends and their potential influence on client budgets and market demand. We continue to adopt proactive measures to mitigate these risks, ensuring our business remains resilient and responsive to the evolving economic landscape.
Current report
We believe that the Company can generate sufficient cash flow over the next 12 months to implement the revised business plan. We believe that we will need approximately $1.5 million to implement our revised business plan for the 12 months thereafter.
Removed paragraphs (5)
Previous report
Overview
Previous report
We were incorporated under the laws of the State of Delaware on March 6, 2014, under the name “Jovanovic-Steele, Inc.” Our name was changed to Baja Custom Designs, Inc. on October 26, 2017. On May 8, 2020, we acquired Luduson Holding Company Limited, a limited liability company organized under the laws of British Virgin Islands (“LHCL”). the acquisition was originally for entering into the gaming technology business. However, we disposed LHCL in April 2023 due to the laborious due diligence process and time staking. On May 24, 2023, we entered into a Share Exchange Arrangement to acquire Glamourous Group Holding Limited, a limited liability company incorporated in the United Kingdom of England and Whales. The acquisition is completed on July 06, 2023.
Previous report
We are a Delaware holding company principally engaged in the business of building and fostering relationships between leading influencers and brands. We focus on identifying and partnering with top influencers across a range of industries and social media platforms, through partnering with movie studios and online ecosystems and production companies to promote their films through our influencer network, with the aim of eventually producing such movies in-house. We are principally engaged in influencer management, commercial film production and online ecosystem development company. Our target is to provide a unified entertainment universe for China market, Asia market and all overseas Chinese around the world.
Previous report
Our goal is to supercharge influencers through Influencer Content Centers, Cinema for movies and special content, Game Halls (including VR, AR, MR games), Comic and Animation Museum, Online Live Concert Stadium and Travel Sharing Center projects. Our target is to build an online and offline ecosystem with great content. In addition, we plan to build a Movie Set Studio and a partner with well-known multimedia franchises to open Theme Parks in Penang, Malaysia. The Studio will have a Hong Kong Style Street environment and an ancient China Town area for our filming. It will also get profit from tourist visit and rent to other company for movie shooting. The theme park will include many attractions and games in collaboration with partnered live action or animated series for fans across the movie and animation sector. Through this operation, the Company will explore the animation market with a large number of fans around the world.
Previous report
We are a group of Creators, experienced KOL managers, movie producers, directors, screenwriters, and a group of classic game developers, born in Hong Kong from 1970s to 1990s. Our team has deep experience in game production and platform development. We are familiar with developing VR, AR and MR experiences for our valuable fans, as well as the trendiest online ecosystem solutions. Our principal executive and registered offices are located at 35/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong, telephone number +852-2824 8560.
Reworded paragraphs (12)
Previous wording
We recorded revenues of $nil (three months ended September 30, 2023: nil) and incurred no cost of goods sold in the unaudited pro-forma financial statements for the three months ended September 30, 2024 (“3Q2024”) (three months ended September 30, 2023 (“3Q2023”): nil). We recorded gross profit of $nil in 3Q2024 (no gross profit or loss in 3Q2023).
Current wording
We recorded revenues of $0 (three months ended March 31, 2024: $1,500,000) and incurred no cost of goods sold in the unaudited pro-forma financial statements for the three months ended March 31, 2025 (“1Q2025”) (three months ended March 31, 2024 (“1Q2024”): nil). We recorded nil gross profit in 1Q2025 (gross profit of $1,500,000 in 1Q2024).
Previous wording
We recorded operating expenses of $1,500,300 in 3Q2024 (3Q2023: $210,771) which comprised of general and administrative expenses.
Current wording
We recorded operating expenses of $3,524 in 1Q2025 (1Q2024: $4,943) which comprised of general and administrative expenses.
Previous wording
There was a net loss of $1,509,965 in 3Q2024 (3Q2023: net loss of $217,422).
Current wording
There was a net loss of $3,524 in 1Q2025 (1Q2024: net income of $1,463,422).
Previous wording
Our total assets as of September 30, 2024 were $22,062,420 (December 31, 2023: $7,091,416).
Current wording
Our total assets as of March 31, 2025 were $12,055 (December 31, 2024: $12,055).
Previous wording
Our total liabilities as of September 30, 2024 were $1,279,453 (December 31, 2023: $1,245,310).
Current wording
Our total liabilities as of March 31, 2025 were $104,382 (December 31, 2024: $100,858).
Previous wording
As of September 30, 2024 the Company had authorized 1,000,000,000 shares of common stock with a par value of $0.0001 per share. 563,466,410 shares were issued and outstanding (December 31, 2023: 503,466,410 common shares issued and outstanding), and 2,500,000 warrants to acquire common shares were issued and exercisable (December 31, 2023: 2,500,000 warrants).
Current wording
As of March 31, 2025 the Company had authorized 1,000,000,000 shares of common stock with a par value of $0.0001 per share. 563,466,410 shares were issued and outstanding (December 31, 2024: 563,466,410 common shares issued and outstanding), and 2,500,000 warrants to acquire common shares were issued and exercisable (December 31, 2024: 2,500,000 warrants).
Previous wording
We reported an accumulated deficit of $1,911,144 as of September 30, 2024 (December 31, 2023: $14,342,505). We had cash and cash equivalent of $146,006 as of September 30, 2024 (December 31, 2023: $175,002).
Current wording
We reported an accumulated deficit of $22,786,438 as of March 31, 2025 (December 31, 2024: $22,782,914). We had cash and cash equivalent of $12,055 as of March 31, 2025 (December 31, 2024: $12,055).
Previous wording
Gross Profit. There was no gross profit reported in 3Q2024 and 3Q2023.
Current wording
Gross Profit. There was gross profit of $0 as reported in 1Q2025 (1Q2024: $1,500,000 ).
Previous wording
General and Administrative Expenses (“G&A”). We incurred G&A expenses of $1,500,300 in 3Q2024 (3Q2023: $210,771).
Current wording
General and Administrative Expenses (“G&A”). We incurred G&A expenses of $3,524 in 1Q2025 (1Q2024: $4,943).
Previous wording
Net Income. We recorded a net loss of $1,509,965in 3Q2024 (3Q2023: net loss of $217,422).
Current wording
Net Income. We recorded a net loss of $3,524 in 1Q2025 (1Q2024: net income of $1,463,422).
Previous wording
As of September 30, 2024, the Company has assets of $22,062,420 (December 31, 2023: $7,091,416).
Current wording
As of March 31, 2025, the Company has assets of $12,055 (December 31, 2024: $12,055).
Previous wording
In the nine months ended September 30, 2024, the Company used net cash of $28,996 from operating activities, financing and investing activities (nine months ended September 30, 2023: $220,145 net cash provided from operating, financing, and investing activities).
Current wording
In 1Q2025, the Company used net cash of $0 from operating activities, financing and investing activities (1Q2024: $29,635).
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Risk Factors Relating to Doing Business in Hong Kong