This discussion summarizes the significant factors affecting the operating results, financial condition, liquidity and cash flows of the Company and its subsidiaries for the fiscal years endedMarch 31, 2022 , and 2021. The discussion and analysis that follows should be read together with the section entitled "Cautionary Note Concerning Forward-Looking Statements" and our consolidated financial statements and the notes to the consolidated financial statements included elsewhere in this annual report on Form 10-K. Except for historical information, the matters discussed in this section are forward looking statements that involve risks and uncertainties and are based upon judgments concerning various factors that are beyond the Company's control. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by
us in this report.
Currency and exchange rate
Unless otherwise noted, all currency figures quoted as "U.S. dollars", "dollars" or "US$" refer to the legal currency ofthe United States . References to "Hong Kong Dollar" are to the Hong Kong Dollar, the legal currency of theHong Kong Special Administrative Region ofthe People's Republic of China . Throughout this report, assets and liabilities of the Company's subsidiaries are translated intoU.S. dollars using the exchange rate on the balance sheet date. Revenue and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders' equity.
We are not required to obtain permission from the Chinese authorities to operate or to issue securities to foreign investors.
We are at a development stage company and reported a net loss of$442,982 and a net income of$8,700 for the years endedMarch 31, 2022 and 2021, respectively. We had current assets of$121,433 and current liabilities of$479,067 as ofMarch 31, 2022 . As ofMarch 31, 2021 , our current assets and current liabilities were$74,360 and$65,670 , respectively. Our financial statements for the years endedMarch 31, 2022 and 2021 have been prepared assuming that we will continue as a going concern. Our continuation as a going concern is dependent upon the continuing financial support from our stockholders. Our sources of capital in the past have included the sale of equity securities, which include common stock sold in private transactions and public offerings, capital leases and short-term and long-term debts. Results of Operations.
Comparison of the fiscal years ended
The following table sets forth certain operational data for the years indicated: Fiscal Years Ended March 31, 2022 2021 Revenues$ 548,571 $ 211,549 Cost of revenue (439,343 ) (165,956 ) Gross profit 109,228 45,593 Sales and marketing expenses (226,366 ) - General and administrative expenses (47,543 ) (36,829 ) Professional fee (269,457 ) (64 ) Loss from operation (434,138 ) 8,700 Other expense, net (8,844 ) - (Loss) income before income tax (442,982 ) 8,700 Income tax expense - - Net (loss) income (442,982 ) 8,700 31
Revenue. We generated revenues of$548,571 and$211,549 for the years endedMarch 31, 2022 and 2021, respectively, with a growth of 159.3%, arising from the increasing demand in rapid tester kits during the continued trend of pandemic threat in 2022 and 2021.
During the years ended
Customer name Year ended March 31, 2022 March 31, 2022 Percentage Trade accounts Revenues of revenues receivable Uni-Alliance Limited$ 97,515 18% $ 5,618 Customer name Year ended March 31, 2021 March 31, 2021 Percentage Trade accounts Revenues of revenues receivable Uni-Alliance Limited$ 172,879 82% $ 1,592 Cost of Revenue. Cost of revenue for the years endedMarch 31, 2022 and 2021 was$439,343 and$165,956 , respectively. with a growth of 164.73%, arising from the increasing demand in rapid tester kits during the continued trend of pandemic threat in 2022 and 2021.
During the years ended
Vendor name Year ended March 31, 2022 March 31, 2022
Percentage of cost Trade accounts
Cost of Revenues of revenues payable Phase Scientific International Limited $ 403,568
92% $ - Vendor name Year ended March 31, 2021 March 31, 2021 Percentage Trade accounts Cost of Revenues of cost of revenues payable
Phase Scientific International Limited $ 165,956
100% $ 1,397
Gross Profit. We achieved a gross profit of
Sales and marketing expenses. We incurred sales and marketing expenses of$226,366 and$0 for the years endedMarch 31, 2022 and 2021, respectively. We engaged with two consultants for expanding sale channels and developing marketing strategies, analyzing and evaluating consumer data services for a term of six months, with a compensation of 19,684,019 shares to be issued upon the completion of the service contracts. The fair value of these shares was$452,732 , based on the current market price at the effective date of the agreement and is being amortized over the service period. General and Administrative Expenses ("G&A"). We incurred G&A expenses of$47,543 and$36,829 for the years endedMarch 31, 2022 and 2021, respectively. An increase in G&A is in line with the sale growth, and primarily attributable to the other expenses, such as bank charge, maintenance and repairs expense and computer and internet expense. Professional fee. We incurred professional fee of$269,457 and$64 for the years endedMarch 31, 2022 and 2021, respectively, which mainly related to US audit fee, US legal fee and compliance fee in connection with Form 10 filing.
Income Tax Expense. Our income tax expenses for the years ended
Net (loss) income. As a result of the above, we reported net loss of$442,982 for the year endedMarch 31, 2022 , while we reported$8,700 for the year endedMarch 31, 2021 . 32
Liquidity and Capital Resources
As of
We expect to incur significantly greater expenses in the near future as we
develop our product offerings or enter into strategic partnerships. We also
expect our general and administrative expenses to increase as we expand our
finance and administrative staff, add infrastructure, and incur additional costs
related to being reporting act company, including directors' and officers'
insurance and increased professional fees. In the next twelve months, we
anticipate that we will need approximately
We have never paid dividends on our Common Stock. Our present policy is to apply cash to investments in product development, acquisitions or expansion; consequently, we do not expect to pay dividends on Common Stock in the foreseeable future.
Going Concern Uncertainties Our continuation as a going concern is dependent upon improving our profitability and the continuing financial support from our stockholders. Our sources of capital in the past have included the sale of equity securities, which include common stock sold in private transactions and public offerings, short-term and long-term debts. Given the additional political and public health challenges, our ability to obtain external financing or financing from existing shareholders to fund our working capital needs has been materially and adversely impacted, and there can be no assurance that we will be able to raise such additional capital resources on satisfactory terms. We believe that our current cash and other sources of liquidity discussed below are adequate to support general operations for at least the next 12 months. We require additional funding to meet its ongoing obligations and to fund anticipated operating losses. Our auditor has expressed substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. These consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern. We expect to incur marketing and professional and administrative expenses as well expenses associated with maintaining our filings with the Commission. We will require additional funds during this time and will seek to raise the necessary additional capital. If we are unable to obtain additional financing, we may be required to reduce the scope of our business development activities, which could harm our business plans, financial condition and operating results. Additional funding may not be available on favorable terms, if at all. We intend to continue to fund its business by way of equity or debt financing and advances from related parties. Any inability to raise capital as needed would have a material adverse effect on our business, financial condition and results of operations. We also expect to continue to rely on cash generated through financing from our existing shareholders and private placements of our securities to finance our operations and future acquisitions in the next twelve months.
If we cannot raise additional funds, we will have to cease business operations. As a result, our common stock investors might lose all of their investment.
Cash Flows The following summarizes our cash flows for the years endedMarch 31, 2022 and 2021: Fiscal Years EndedMarch 31 2022 2021
Net cash (used in) provided by operating activities
$ 8,891 Net cash provided by investing activities - - Net cash provided by financing activities$ 211,087
$ 63,887 33
For the year endedMarch 31, 2022 , net cash used in operating activities was$172,065 which consisted primarily of a net loss of$442,982 , an increase in prepayment and other receivables of$4,419 and an increase in accounts receivables of$4,026 , offset by an increase in other payable and accruals
of$279,362 . For the year endedMarch 31, 2021 , net cash provided by operating activities was$8,891 , which consisted primarily of a net income of$8,700 and an increase in accrued liabilities and other payables of$1,783 , offset by an increase in prepayment and other receivables of$1,592 .
Net Cash Provided By Investing Activities.
For the year ended
For the year ended
Net Cash Provided By Financing Activities.
For the year endedMarch 31, 2022 , net cash provided by financing activities was$211,087 consisting of advance from a director of$478 , proceed from issuance of promissory notes of$77,052 from related parties, and note payable from the Company's shareholder of$133,557 .
For the year ended
Material Cash Requirements
We only have minimal income in the fiscal year 2021, and we expect to continue to incur net losses for the foreseeable future. We expect net cash expended in 2023 fiscal year to be significantly higher than 2022 fiscal year. As ofMarch 31, 2022 , we had an accumulated deficit of$1,271,932 . Our material cash requirements are highly dependent upon the additional financial support from our major shareholders in the next 12 - 18 months.
Off-Balance Sheet Arrangements
We have no outstanding off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. We do not engage in trading activities involving non-exchange traded contracts.
Contractual Obligations and Commercial Commitments
We have no contractual obligations and commercial commitments as of
Critical Accounting Policies and Estimates.
The preparation of financial statements in conformity with accounting principles generally accepted inthe United States requires our management to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operations. Critical accounting policies are those that are most important to the presentation of our financial condition and results of operations and require management's subjective or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management's current judgments. We believe the following accounting policies are critical in the preparation of our financial statements. 34 · Use of estimates and assumptions In preparing these consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the years reported. Actual results may differ from these estimates. · Basis of consolidation
The consolidated financial statements include the accounts of ENMI and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.
· Cash and cash equivalents Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. · Impairment of long-lived assets
In accordance with the provisions of ASC Topic 360, "Impairment or Disposal of Long-Lived Assets", all long-lived assets such as plant and equipment and intangible assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. · Revenue recognition
ASC 606, Revenue from Contracts with Customers("ASC 606"), establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's contracts to provide goods or services to customers.
The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:
· identify the contract with a customer; · identify the performance obligations in the contract; · determine the transaction price; · allocate the transaction price to performance obligations in the contract; and · recognize revenue as the performance obligation is satisfied. The Company derives its revenue from the sale of the rapid tester kits. The Company sells its products directly to healthcare providers, retailers and individual consumers through its retail channels. The Company considers customer order confirmations to be a contract with the customer. Customer confirmations are executed at the time an order is placed. Revenue is recognized when control of the product is transferred to the customer (i.e., when the Company's performance obligation is satisfied), which typically occurs at shipment date. As a result, the Company has a present and unconditional right to payment and record the amount due from the customer in accounts receivable. For each contract, the Company considers the promise to transfer products to be the only identified performance obligation. In determining the transaction price, the Company evaluates whether the price is subject to refund or adjustment to determine the net consideration to which the Company expects to be entitled. The Company's revenues for the years endedMarch 31, 2022 and 2021 are recognized at a point in time. 35 · Income taxes The Company adopted the ASC 740 "Income tax" provisions of paragraph 740-10-25-13, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13. The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary. · Foreign currencies translation Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the consolidated statement of operations. The reporting currency of the Company is United States Dollar ("US$") and the accompanying consolidated financial statements have been expressed in US$. In addition, the Company is operating inHong Kong and maintains its books and record in its local currency, Hong Kong Dollars ("HKD"), which is a functional currency as being the primary currency of the economic environment in which the operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, "Translation of Financial Statement", using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statements of changes in stockholder's equity. · Comprehensive income
ASC Topic 220, "Comprehensive Income", establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying consolidated statements of changes in stockholders' equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit. · Net loss per share The Company calculates net loss per share in accordance with ASC 260, Earnings per Share. Basic income per share is computed by dividing the net income by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive. 36 · Stock based compensation Pursuant to ASU 2018-07, the Company follows ASC 718, Compensation-Stock Compensation ("ASC 718"), which requires the measurement and recognition of compensation expense for all share-based payment awards (employee or non-employee), are measured at grant-date fair value of the equity instruments that an entity is obligated to issue. Restricted stock units are valued using the market price of the Company's common shares on the date of grant. The Company uses a Black-Scholes option model to estimate the fair value of employee stock options at the date of grant. As ofMarch 31, 2022 , those shares issued and stock options granted for service compensations were immediately vested, and therefore these amounts are thus recognized as expense in the operation. · Segment reporting ASC Topic 280, "Segment Reporting" establishes standards for reporting information about operating segments on a basis consistent with the Company's internal organization structure as well as information about geographical areas, business segments and major customers in the consolidated financial statements. · Retirement plan costs Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying statements of operation as the related employee service are provided. · Related parties
The Company follows the ASC 850-10, "Related Party Disclosures" for the identification of related parties and disclosure of related party transactions.
Pursuant to section 850-10-20 the related parties include a) affiliates of theCompany; b ) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825-10-15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. 37 · Commitments and contingencies The Company follows the ASC 450-20, "Contingencies" to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company's consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company's financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company's business, financial position, and results of operations or cash flows. · Fair value of financial instruments
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification ("Paragraph 820-10-35-37") to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:
Level 1 Quoted market prices available in active markets for identical assets or
liabilities as of the reporting date.
Level 2 Pricing inputs other than quoted prices in active markets included in
Level 1, which are either directly or indirectly observable as of the
reporting date.
Level 3 Pricing inputs that are generally observable inputs and not corroborated
by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.
The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.
38 The carrying amounts of the Company's financial assets and liabilities, such as cash and cash equivalents, approximate their fair values because of the short maturity of these instruments.
Recently Issued Accounting Pronouncements
InJune 2016 , theFinancial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-13, Financial Instruments - Credit Losses (Topic 326). The new standard amends guidance on reporting credit losses for assets held at amortized cost basis and available-for-sale debt securities. InFebruary 2020 , the FASB issued ASU 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC Paragraphs Pursuant toSEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842), which amends the effective date of the original pronouncement for smaller reporting companies. ASU 2016-13 and its amendments will be effective for the Company for interim and annual periods in fiscal years beginning afterDecember 15, 2022 . The Company believes the adoption will modify the way the Company analyzes financial instruments, but it does not anticipate a material impact on results of operations. The Company is in the process of determining the effects the adoption will have on its consolidated financial statements. InOctober 2020 , the FASB issued ASU 2020-08, Codification Improvements to Subtopic 310-20, Receivables - Nonrefundable Fees and Other Costs, which clarifies that, for each reporting period, an entity should reevaluate whether a callable debt security is within the scope of ASC 310-20-35-33. For public business entities, ASU 2020-08 is effective for fiscal years, and interim periods within those fiscal years, beginning afterDecember 15, 2020 . Early application is not permitted. For all other entities, ASU 2020-08 is effective for fiscal years beginning afterDecember 15, 2021 , and interim periods within fiscal years beginning afterDecember 15, 2022 . This Update is not expected to have a significant impact on the Company's consolidated financial statements. InOctober 2020 , the FASB issued ASU 2020-10, Codification Improvements, which makes minor technical corrections and clarifications to the ASC. The amendments in Sections B and C of the ASU are effective for annual periods beginning afterDecember 15, 2020 , for public business entities. For all other entities, the amendments are effective for annual periods beginning afterDecember 15, 2021 , and interim periods within annual periods beginning afterDecember 15, 2022 . This Update is not expected to have a significant impact on the Company's consolidated financial statements.
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.
© Edgar Online, source