0001493152-20-004038.txt : 20200316 0001493152-20-004038.hdr.sgml : 20200316 20200316164210 ACCESSION NUMBER: 0001493152-20-004038 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 107 FILED AS OF DATE: 20200316 DATE AS OF CHANGE: 20200316 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Questcorp Global Inc. CENTRAL INDEX KEY: 0001671930 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 300894549 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-222924 FILM NUMBER: 20717756 BUSINESS ADDRESS: STREET 1: WISMA QUEST, NO 36-4, JALAN METRO PUDU, STREET 2: FRASER BUSINESS PARK, OFF JALAN YEW, CITY: KUALA LUMPUR STATE: N8 ZIP: 55100 BUSINESS PHONE: 603 8933 6218 MAIL ADDRESS: STREET 1: WISMA QUEST, NO 36-4, JALAN METRO PUDU, STREET 2: FRASER BUSINESS PARK, OFF JALAN YEW, CITY: KUALA LUMPUR STATE: N8 ZIP: 55100 S-1/A 1 forms-1a.htm

 

As filed with the Securities and Exchange Commission on March 16, 2020

 

Registration No:

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM S-1/A

AMENDMENT NO. 4

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

QUESTCORP GLOBAL INC.
(Exact name of registrant as specified in its charter)

 

Nevada   8200   30-0894549
(State of other jurisdiction   (Primary Standard Industrial   (IRS Employer
of incorporation)   Classification Code Number)   Identification No.)

 

See Kok Chong
Chief Executive Officer
Wisma Quest, No 36-4, Jalan Metro Pudu, Fraser Business Park, Off Jalan Yew,

55100, Kuala Lumpur, Malaysia

Tel: +603 8933 6218
E-mail: questcorpglobal@gmail.com
Web Site: www.questcorpglobal.com
(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices)

 

VCorp Services, LLC

1645 Village Center Circle, Suite 170

Las Vegas, NV 89134
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

 

Copies of communication to:
Aaron D. McGeary, The McGeary Law Firm, P.C.
1600 Airport Fwy., Suite300, Bedford, Texas 76022

Telephone (817)-282-5885 Fax (817)-282-5886

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X]

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. [  ]

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. [  ]

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.

 

Large accelerated filer [  ] Accelerated filer [  ]
Non-accelerated filer [  ] Smaller reporting company [X]
(Do not check if a smaller reporting company) Emerging growth company [X]

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of
Securities to be Registered
  Amount to be Registered (1)   Proposed Maximum Offering Price Per Share (2)   Proposed Maximum Aggregate Offering Price   Amount of Registration Fee 
Common Stock   5,466,667   $0.75   $4,100,000   $510.45 
Total   5,466,667   $0.75   $4,100,000   $510.45 

 

(1) Includes 666,667 shares of common stock offered directly by the Company and 4,800,000 shares of common stock offered by the Selling Shareholders. Pursuant to Rule 416 under the Securities Act of 1933, as amended, the shares being registered hereunder include such indeterminate number of shares of common stock, as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.

 

(2) There is no current market for the securities; the price at which the shares are being offered has been arbitrarily determined by us; this price is used for the purpose of computing the amount of the registration fee in accordance with Rule 457(a) under the Securities Act of 1933, as amended.

 

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY DETERMINE.

 

 

 

 
 

 

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

SUBJECT TO COMPLETION, DATED MARCH 16, 2020

 

PRELIMINARY PROSPECTUS

 

 

 

QUESTCORP GLOBAL INC.

 

666,667 SHARES OF COMMON STOCK AT $0.75 PER SHARE

 

Prior to this Offering, no public market has existed for the common stock of QUESTCORP GLOBAL INC. Upon completion of this Offering, we will attempt to have the shares quoted on the OTC Marketplace operated by OTC Markets Group, Inc. There is no assurance that the shares will ever be quoted on the OTC Marketplace. To be quoted on the OTC Marketplace, a market maker must apply to make a market in our common stock. As of the date of this Prospectus, we have not made any arrangement with any market makers to quote our shares and we may fail to engage a market maker who is willing to initiate the trading of our common stock.

 

This Prospectus relates to the offering by QUESTCORP GLOBAL INC. (“QUESTCORP,” “we,” “our,” the “Company” or the “Registrant”) of a) a total of 666,667 shares (the “Shares”) of our common stock on a “self-underwritten” basis at a fixed price of $0.75 per share (the “QUESTCORP Shares”) and b) the shareholders named in this prospectus, “Selling Shareholders”, who are registering in the aggregate, 4,800,000 shares of common stock that such Selling Shareholders currently hold. We will not receive any proceeds from the shares of common stock sold by the Selling Shareholders. There is no minimum number of shares required to be purchased by each investor for this Offering. The Offering will commence promptly on the date upon which this prospectus is declared effective by the SEC and will continue for 365 days. At the discretion of our board of directors, we may discontinue the offering before expiration of the 365 days period or extend the offering for up to 90 days following the expiration of the 365 days offering period. We will pay all expenses incurred in this offering. We are an “emerging growth company” under applicable Securities and Exchange Commission rules and will be subject to reduced public company reporting requirements.

 

The offering of the 666,667 shares is a “best efforts” offering, which means that our Chief Executive Officer (“CEO”) will use his best efforts to sell the common stock and there is no commitment by any person to purchase any shares. The shares will be offered at a fixed price of $0.75 per share for the duration of the offering. The Selling Shareholders will be offering shares at a fixed price of $0.75 per share until our common stock becomes quoted or listed but the Company is offering our shares at a fixed price of $0.75 for the duration of the offering. There is no minimum number of shares required to be sold to close the offering, therefore the net proceeds may range between $0 and $500,000. Proceeds from the sale of the shares will be used to fund our business operation, business development and mobile application development. We have not made any arrangements to place funds received from share subscriptions in an escrow, trust or similar account. Any funds raised from the offering will be immediately available to us for our immediate use. We have agreed to bear all the expenses incurred in connection with the registration of these shares. The Selling Shareholders will pay or assume brokerage commissions and similar charges, if any, incurred for the sale of shares of their common stock.

 

This is a direct participation offering since we are offering the stock directly to the public without the participation of an underwriter. Our CEO will be solely responsible for selling shares under this offering for the Company and no commission will be paid on any sales. The Selling Shareholders will be responsible for selling their own shares.

 

There is no minimum offering of the QUESTCORP Shares.

 

The Company is not a blank check company because it has a specific business purpose and has no plans or intention to merge with an operating company. None of the Company’s shareholders or management have plans to enter a change of control or change of management.

 

We are an operating company focusing on education, coaching and mentoring, consulting, organizational strategic development and event management business activities.

 

These securities involve a high degree of risk, and prospective purchasers should be prepared to sustain the loss of their entire investment. There is currently no public trading market for the securities.

 

Management will have sole control over company’s accounts. We have not made arrangements to place the funds in an escrow account with a third-party escrow agent due to the costs involved. As a result, investors are subject to the risk that creditors could attach these funds during the offering process. (see “Use of Proceeds” and “Plan of Distribution” sections)

 

This is our initial public offering. Prior to this offering there has been no public market for our common stock and we have not applied for listing or quotation on any public market. After the effective date of the registration statement, we intend to list our common stock on the OTC Marketplace, which is maintained by the OTC Markets Group.

 

This Offering of shares will terminate 365 days from the effective date of this Prospectus, although we may close the Offering on any date prior if the Offering is fully subscribed.

 

Our CEO will market our common stock and offer/sell the securities on our behalf. This is a best effort direct participation offering that will not utilize broker-dealer arrangement. No Officer or Director will receive any compensation for her/his role in selling shares in the offering.

 

Our Officer and Director may be considered a promoter of the Company due to his participation in and management of the business since our incorporation.

 

The Company is considered an “emerging growth company” as defined in the Jumpstart Our Business Startups Act and will be subject to reduced public company reporting requirements.

 

Before purchasing any of the common stock covered by this Prospectus, carefully read and consider the risk factors included in the section entitled “RISK FACTORS”.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this Prospectus. Any representation to the contrary is a criminal offense.

 

You should rely only on the information contained in this Prospectus. We have not authorized any person to provide you with any information about this offering, QUESTCORP GLOBAL INC., or the shares offered hereby that is different from the information included in this Prospectus.

 

THE DATE OF THIS PROSPECTUS IS ____________________________.

 

 
 

 

TABLE OF CONTENTS

 

THE FOLLOWING TABLE OF CONTENTS HAS BEEN DESIGNED TO HELP YOU FIND INFORMATION CONTAINED IN THIS PROSPECTUS. WE ENCOURAGE YOU TO READ THE ENTIRE PROSPECTUS.

 

SUMMARY 2
   
RISK FACTORS 6
   
CAUTIONARY DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS 13
   
USE OF PROCEEDS 13
   
DETERMINATION OF OFFERING PRICE 14
   
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 14
   
DIVIDEND POLICY 15
   
DILUTION 15
   
PLAN OF DISTRIBUTION 21
   
DESCRIPTION OF SECURITIES TO BE REGISTERED 23
   
SHARES ELIGIBLE FOR FUTURE RESALE 23
   
INTERESTS OF NAMED EXPERTS AND COUNSEL 24
   
LEGAL MATTERS 24
   
DESCRIPTION OF OUR BUSINESS 24
   
MANAGEMENT 34
   
EXECUTIVE COMPENSATION 37
   
DIRECTORS COMPENSATION 37
   
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 38
   
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 39
   
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 40
   
MANAGEMENT’S DISCUSSION AND ANALYSIS 41
   
AVAILABLE INFORMATION 45
   
WHERE YOU CAN GET MORE INFORMATION 46
   
FINANCIAL STATEMENTS F1-F33
   
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS  
   
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION 47
   
INDEMNIFICATION OF DIRECTOR AND OFFICERS 47
   
RECENT SALES OF UNREGISTERED SECURITIES 47
   
EXHIBITS 48
   
UNDERTAKINGS 49
   
SIGNATURES 50

 

1
 

 

PART I

 

SUMMARY

 

This summary provides a brief overview of the key aspects of our offering. It may not contain all the information that is important to you. You should read the entire Prospectus carefully, including the more detailed information regarding our company, the risks of purchasing our common stock discussed under “Risk Factors,” and our financial statements and their accompanying notes.

 

In this Prospectus, “QUESTCORP,” “we,” “our,” the “Company” or the “Registrant” refer to QUESTCORP GLOBAL INC., unless the context otherwise requires. Unless otherwise indicated, the term “fiscal year” refers to our fiscal year ending March 31. Unless otherwise indicated, the term “common stock” refers to shares of the Company’s common stock, par value $0.0001 per share.

 

The summary only highlights selected information contained in greater detail elsewhere in this Prospectus. This summary may not contain all the information that you should consider before investing in our common stock. You should carefully read the entire Prospectus, including “Risk Factors” beginning on Page 6, and the financial statements, before making an investment decision.

 

COMPANY OVERVIEW

 

QUESTCORP GLOBAL INC. was incorporated in the State of Nevada on January 20, 2016. Our executive office is located at Wisma Quest, No 36-4, Jalan Metro Pudu, Fraser Business Park, Off Jalan Yew, 55100, Kuala Lumpur, Malaysia.

 

QUESTCORP is a coaching and training company focusing on career and executive coaching. We work with individuals to develop resilience to enable individuals to maximize their performance and productivity at both a personal and professional level.

 

QUESTCORP operates through its wholly owned subsidiaries, namely Quest International Group Limited, a Seychelles company. Quest International Group Limited owns 100% of Quest HK Limited, a Hong Kong Company. Quest HK Limited in turn owns 51% of Questcorp Australia Pty Ltd, the operating Australia Company and 100% of Quest Masteryasia Group Sdn Bhd, the operating Malaysia company, which as described below. All these entities share the same exact business plan. On November 18, 2019, the Company incorporated Morgan Capital Asset Management Ltd, a wholly owned subsidiary in Labuan, Malaysia, as an investment holding company.

 

 

 

2
 

 

Note: The purpose of the Company’s Seychelles subsidiary structure is for the Seychelles subsidiary to act as a holding company and we will utilize this subsidiary to prepare for future expansion efforts. The purpose of the Company’s Labuan subsidiary is as an investment holding company. The purpose of setting up a Hong Kong company is we plan to expand our business into China, and Hong Kong is a gateway to China. Moreover, we would like to protect our company’s Intellectual Property in China before entering the China market, therefore we will apply for our trademark first by using our Hong Kong company. The purpose of the Australia company is we plan to expand our business into Australia. The purpose of the Malaysia company is current business operations are in Malaysia.

 

QUESTCORP’s vision is to be the leading coaching, mentoring and training company in Asia. We offer three programs that help individuals and companies. Our programs consist of:

 

  1.

Certified Professional Trainer (CPT) Program

     
   

Certified Professional Trainer (CPT) program is dynamic career development program designed to provide a range of skills needed to become a professional trainer. A Certified Professional Trainer is a person who has been trained in proper training skills on how to run his or her own training business and has the methodology to run a successful training business. Our company currently offers certain training modules online, which includes Sales Training I, II and III, Selling to Corporate Clients, Training Needs Analysis and Design, Personal Image Branding and Marketing Mastermind Session. The rest of the training modules are workshop base.

     
  2.

Money Mastery Mentorship Program

     
   

Money Mastery Mentorship Program, an online learning portal that is designed to help individuals to achieve financial independence through a unique, personalized wealth creation system, designed according to individual’s passion and strengths.

     
  3.

Wealth Academy Investor Program

     
   

Wealth Academy Investor Program is a 3-day comprehensive and practical investment camp designed to help individual to achieve financial freedom through the power of investing to generate multiple income streams and increase their net worth. The training modules are all workshop base.

 

Also, we organize and manage Multiple Sources of Income Summit (MSI) every year. MSI is an event and a channel for individuals to learn, explore and embark on covering the many investments, businesses and income generation opportunities available in the market. MSI is a one-stop platform designed for audience to be exposed to various investment income, opportunities, businesses & property investment.

 

Currently, our Company has operation in Malaysia and in future, we intend to expand our business to China, Hong Kong and Australia by setting up offices in targeted countries.

 

We will receive proceeds from the sale of 666,667 shares of our common stock and intend to use the proceeds from this offering to further develop our available products and grow our current level of operation. There is uncertainty that we will be able to sell any of the 666,667 shares being offered herein by the Company. The expenses of this offering, including the preparation of this prospectus and the filing of this registration statement, estimated at $27,010, are being paid for by the Company. The maximum proceeds to us from this offering ($500,000) will satisfy our basic subsistence level cash requirements for up to 12 months. 75% of the possible proceeds from the offering by the company ($375,000) will satisfy our basic subsistence level cash requirements for up to 9 months, while 50% of the proceeds ($250,000) will sustain us for up to 6 months, and 25% of the proceeds ($125,000) will sustain us for up to 3 months. Our budgetary allocations may vary, however, depending upon the percentage of proceeds that we obtain from this offering. For example, we may determine that it is more beneficial to allocate funds toward securing potential financing and business opportunities in the short terms rather than to conserve funds to satisfy continuous disclosure requirements for a longer period.

 

We believe that we have sufficient cash on hand to meet our anticipated operational needs for at least a year even we are not able to raise additional capital within 12 months of the effective date of this registration statement. If insufficient funds are raised in this offering, we plan to borrow funds from our management or use the remaining available funds in the company.

 

THE OFFERING

 

We have authorized capital stock consisting of 600,000,000 of common stock, $0.0001 par value per share and 200,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred Stock”). We have 112,085,000 shares of Common Stock and no shares of Preferred Stock issued and outstanding. We are offering, on a self-underwritten basis, a total of 666,667 shares of the common stock of our Company at a price of $0.75 per share. This is a fixed price Offering. This Offering of shares will terminate 365 days from the effective date of this Prospectus, although we may close the Offering on any date prior if the Offering is fully subscribed. The offering price of the common stock has been arbitrarily determined and bears no relationship to any objective criterion of value. The price does not bear any relationship to our assets, book value, historical earnings or net worth.

 

There is no minimum offering of the QUESTCORP Shares.

 

3
 

 

The purchase of the common stock in this offering involves a high degree of risk. The common stock offered in this Prospectus is for investment purposes only; no market for our common stock currently exists. Please refer to “RISK FACTORS” and “DILUTION” sections before making an investment in our stock.

 

Securities Being Offered   666,667 shares of common stock and 4,800,000 shares of common stock offered by the Selling Shareholders
     
Offering Price   $0.75 per share
     
Offering Period   The shares are being offered for a period not to exceed 365 days from the effective date of this Prospectus
     
Number of Common Stock Issued and Outstanding Before Offering   112,085,000 shares, including 82,000,000 shares held by our Officer and Director, and 30,085,000 held by other 148 shareholders
     
Number of Common Stock to be Issued and Outstanding After Offering   112,751,667 shares if we sell all of the shares we are offering
     
Net Proceeds to Our Company   $500,000
     
Use of Proceeds   The principal purposes of our initial public offering are to create a public market for our common stock and thereby enable future access to the public equity markets by us and our employees, obtain additional capital, and facilitate an orderly distribution of shares for the selling stockholders. We intend to use the net proceeds to us from our initial public offering for working capital, enhancing our mobile application, and for other general corporate purposes.
     
Risk Factors   The securities offered hereby involve a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors” section.

 

You should rely only upon the information contained in this prospectus. We have not authorized anyone to provide you with information different from that which is contained in this prospectus. We are offering to sell common stock and seeking offers to common stock only in jurisdictions where offers and sales are permitted.

 

4
 

 

SUMMARY FINANCIAL INFORMATION

 

The following tables set forth a summary of the Company’s financial information as provided in its year-end financial statements. You should read this information together with our audited financial statements and the notes thereto appearing elsewhere in this Prospectus and the information under “Management’s Discussion and Analysis”.

 

   Year ended
March 31, 2019
(Audited)
   Year ended
March 31, 2018
(Restated)
 
Statement of operations data          
Revenue  $ 986,920     $ 622,276  
Net loss  $ (502,336 )   $ (371,612 )
Net loss per share, basic and diluted  $ (0.005 )   $ (0.004 )
Weighted average number of shares outstanding, weighted and diluted  $ 112,085,000     $ 110,534,236  

 

   

As of
March 31, 2019

(Audited)

   

As of
March 31, 2018

(Restated)

 
Balance Sheet data                
Cash and cash equivalents   $ 36,304     $ 303,796  
Working capital   $ 10,672     $ 518,163  
Total assets   $ 604,097     $ 971,302  
Total stockholder’s equity   $ 169,266     $ 696,583  

 

5
 

 

RISK FACTORS

 

Please consider the following risk factors and other information in this prospectus relating to our business before deciding to invest in our common stock.

 

This offering and any investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and all the information contained in this prospectus before deciding whether to purchase our common stock. If any of the following risks actually occur, our business, financial condition and results of operations could be harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

 

We consider the following to be the material risks for an investor regarding this offering. Our company should be viewed as a high-risk investment and speculative in nature. An investment in our common stock may result in a complete loss of the invested amount.

 

An investment in our common stock is highly speculative and should only be made by persons who can afford to lose their entire investment in us. You should carefully consider the following risk factors and other information in this report before deciding to become a holder of our common stock. If any of the following risks actually occur, our business and financial results could be negatively affected to a significant extent.

 

RISKS RELATED TO OUR BUSINESS

 

WE DERIVE ALL OUR REVENUE FROM MALAYSIA, WHICH MAY BE SUBJECT TO COUNTRY RISKS IN MALAYSIA.

 

The economy of Malaysia in general might not grow as quickly as expected, which could adversely affect our revenues and business prospects. Our business and prospects depend on the continuing development and expansion of the training industry in Malaysia, which in turn depends upon the continuing growth of the economy of Malaysia in general. We cannot assure you, however, that the Malaysia training industry will continue to grow.

 

IF WE ARE UNABLE TO HIRE QUALIFIED PERSONNEL AND RETAIN OR MOTIVATE KEY PERSONNEL, WE MAY NOT BE ABLE TO GROW EFFECTIVELY.

 

Our future success depends on our continuing ability to identify, hire, develop, motivate and retain skilled personnel for all areas of our organization. Competition in our industry for qualified employees is very competitive. Our continued ability to compete effectively depends on our ability to attract new employees and to retain and motivate our existing employees.

 

WE OPERATE IN A HIGHLY COMPETITIVE MARKET WITH RAPID TECHNOLOGICAL CHANGE, AND WE MAY NOT HAVE THE RESOURCES NEEDED TO COMPETE SUCCESSFULLY.

 

Online education is a highly competitive market that is characterized by rapid changes in our learners’ technological requirements and expectations and evolving market standards. Competitors vary in size and organization from traditional colleges and universities, corporate universities and software companies providing online education and training software. Each of these competitors may develop platforms or other technologies that are superior to the platform and technology we use. We may not have the resources necessary to acquire or compete with technologies being developed by our competitors, which may render our online delivery format less competitive or obsolete.

 

OUR FINANCIAL PERFORMANCE DEPENDS ON OUR ABILITY TO DEVELOP AWARENESS OF OUR TRAINING PROGRAMS AND WE MAY NOT BE SUCCESSFUL IN DOING SO.

 

The continued development of awareness of the training programs offered by our Company among our clients is critical to the continued acceptance and growth of our sales. If we are unable to continue to develop awareness of the programs, this could negatively impact our company’s ability to increase revenues and achieve profitability. The following are some of the factors that could prevent us from successfully continuing to develop awareness of the programs:

 

  the emergence of more successful competitors;
     
 

customer dissatisfaction with our programs and services;

     
  its failure to maintain or expand our brand.

 

6
 

 

WE MAY FAIL TO PROTECT THE INTELLECTUAL PROPERTY OF OUR TRAINING PROGRAM.

 

Our content of the training program is open to all participants who join the program internationally. There is a risk that our competitors may duplicate and misuse our training course’s materials. If we are not able to safeguard our materials, our business operation and reputation may be tarnished.

 

WE MAY FAIL TO ATTRACT OR RETAIN PARTICIPANTS TO ENROLL IN OUR TRAINING PROGRAM.

 

The success of our business depends primarily on the number of participants enrolled in our program and the amount of program fees that the participants are willing to pay. Therefore, our ability to continue to attract people to enroll in our programs without a significant decrease in program fees is critical to the continued success and growth of our business. This in turn will depend on several factors, including our ability to develop new programs and enhance existing programs to respond to changes in market trends and student demands, expand our geographic reach, manage our growth while maintaining the consistency of our teaching quality, effectively market our programs to a broader base of prospective students, develop and license additional high-quality educational content and respond to competitive pressures. If we are unable to continue to attract people to enroll in our courses without a significant decrease in program fees, our revenue may decline, and we may not be able to operate profitability.

 

OUR INTELLECTUAL PROPERTY IS NOT CURRENTLY PROTECTED BY TRADE MARKS, PATENTS OR COPYRIGHTS.

 

If we are unable to protect our intellectual property, the value of our brand and other intangible assets may be diminished, and our business may be adversely affected.

 

We have not filed for trade mark, patent, or copyright protection. Third parties may knowingly or unknowingly infringe our proprietary rights, third parties may challenge proprietary rights held by us. Any future trademark and patent applications may not be approved.

 

In addition, effective intellectual property protection may not be available in every country in which we operate or intend to operate our business. In any or all of these cases, we may be required to expend significant time and expense in order to prevent infringement or to enforce our rights.

 

Although we have taken measures to protect our proprietary rights, including the use of encryption, there can be no assurance that others will not offer products or concepts that are substantially similar to ours and compete with our business. Any of these events could have an adverse effect on our business and financial results.

 

WE ARE NOT CURRENTLY, BUT IN THE FUTURE, COULD BECOME A PARTY TO PATENT LAWSUITS AND OTHER INTELLECTUAL PROPERTY RIGHTS CLAIMS THAT ARE EXPENSIVE AND TIME CONSUMING, AND IF RESOLVED ADVERSELY, COULD HAVE A SIGNIFICANT IMPACT ON OUR BUSINESS, FINANCIAL CONDITION, OR RESULTS OF OPERATIONS.

 

Companies in the internet, technology, and media industries own large numbers of patents, copyrights, trademarks, and trade secrets, and frequently enter into litigation based on allegations of infringement, misappropriation, or other violations of intellectual property or other rights. In addition, various “non-practicing entities” that own patents and other intellectual property rights often attempt to aggressively assert their rights in order to extract value from technology companies. We presently are not involved in any such lawsuits, but in the future, as we face increasing competition and gain an increasingly high profile, including in connection with our initial public offering, it is possible that patent and other intellectual property claims against could arise. In addition, from time to time we may introduce new products, including in areas where we currently do not compete, which could increase our exposure to patent and other intellectual property claims from competitors and non-practicing entities.

 

Although the results of litigation and claims cannot be predicted with certainty, we do not believe that the final outcome of intellectual property claims will have a material adverse effect on our business, financial condition, or results of operations.

 

However, defending patent and other intellectual property claims is costly and can impose a significant burden on management and employees, we may receive unfavorable preliminary or interim rulings in the course of litigation, and there can be no assurances that favorable final outcomes will be obtained in all cases. We may decide to settle such lawsuits and disputes on terms that are unfavorable to us. Similarly, if any litigation to which we are a party is resolved adversely, we may be subject to an unfavorable judgment that may not be reversed upon appeal. The terms of such a settlement or judgment may require us to cease some or all of our operations or pay substantial amounts to the other party. In addition, we may have to seek a license to continue practices found to be in violation of a third party’s rights, which may not be available on reasonable terms, or at all, and may significantly increase our operating costs and expenses. As a result, we may also be required to develop alternative non-infringing technology or practices or discontinue the practices. The development of alternative non-infringing technology or practices could require significant effort and expense or may not be feasible. Our business, financial condition, or results of operations could be adversely affected as a result.

 

7
 

 

COMPUTER MALWARE, VIRUSES, HACKING, PHISHING ATTACKS AND SPAMMING COULD HARM OUR BUSINESS AND RESULTS OF OPERATIONS.

 

Computer malware, viruses, physical or electronic break-ins and similar disruptions could lead to interruptions and delays in our service and operations and loss, misuse or theft of data. Computer malware, viruses, computer hacking and phishing attacks against online networking platforms have become more prevalent and may occur on our systems in the future. We believe that we could be a target for such attacks because of the incidence of hacking among students.

 

Any attempts by hackers to disrupt our website service or our internal systems, if successful, could harm our business, be expensive to remedy and damage our reputation or brand. Efforts to prevent hackers from entering our computer systems are expensive to implement and may limit the functionality of our services. Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, any failure to maintain performance, reliability, security and availability of our products and technical infrastructure may harm our reputation, brand and our ability to attract students to our website. Any significant disruption to our website or internal computer systems could result in a loss of students and could adversely affect our business and results of operations.

 

WE MAY NOT TIMELY AND EFFECTIVELY SCALE AND ADAPT OUR EXISTING TECHNOLOGY AND NETWORK INFRASTRUCTURE TO ENSURE THAT OUR PLATFORM IS ACCESSIBLE AND DELIVERS A SATISFACTORY USER EXPERIENCE TO THE PARTICIPANTS.

 

It is important to our success that participants be able to access our online learning portal at all times. We may in the future experience service disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, human or software errors and capacity constraints due to an overwhelming number of participants accessing our portals simultaneously.

 

If our online portal is unavailable when participants attempt to access it, or it does not load as quickly as they expect, participants may seek other services and may not return to our portal as often in the future, or at all. This would negatively impact our ability to attract participants and brands and the frequency with which they use our website and mobile applications.

 

Our portal functions on software that is highly technical and complex and may now or in the future contain undetected errors, bugs, or vulnerabilities. Some errors in our software code may only be discovered after the code has been deployed. Any errors, bugs, or vulnerabilities discovered in our code after deployment, inability to identify the cause or causes of performance problems within an acceptable period of time or difficultly maintaining and improving the performance of our platform, particularly during peak usage times, could result in damage to our reputation or brand, loss of students, loss of revenue, or liability for damages, any of which could adversely affect our business and financial results.

 

We expect to continue to make significant investments to maintain and improve the availability of our learning portal and to enable rapid releases of new features and products. To the extent that we do not effectively address capacity constraints, upgrade our systems as needed and continually develop our technology and network architecture to accommodate actual and anticipated changes in technology, our business and operating results may be harmed.

 

IF OUR CEO LEAVES THE COMPANY PRIOR TO SECURE THE REPLACEMENTS, WE WILL BE LEFT WITHOUT MANAGEMENT AND OUR BUSINESS OPERATIONS MIGHT CEASE

 

We depend on the services of our CEO, See Kok Chong, and our success depends on the decisions made by our CEO. The loss of the services of our CEO could have an adverse effect on our business, financial condition and results of operations. There is no assurance that our CEO will not leave the company or compete against us in the future, as we presently have no employment agreement with him. In such circumstance, we may have to recruit qualified personnel with competitive compensation packages, equity participation and other benefits that may affect the working capital available for our operations. Our failure to attract additional qualified employees or to retain the services of our CEO could have a material adverse effect on our operating results and financial condition. We will fail without appropriate replacements.

 

THE LACK OF PUBLIC COMPANY EXPERIENCE OF OUR CEO COULD ADVERSELY IMPACT OUR ABILITY TO COMPLY WITH THE REPORTING REQUIREMENTS OF U.S. SECURITIES LAWS

 

Our CEO, has had no experience for managing a public company in the United States, which could impair our ability to comply with legal and regulatory requirements such as those imposed by the Sarbanes-Oxley Act of 2002. Such responsibility includes complying with federal securities laws and making required disclosures on a timely basis. In addition, our CEO may not be able to implement programs and policies in an effective and timely manner or in a manner which adequately responds to such increased legal, regulatory compliance and reporting requirements, including establishing and maintaining internal controls over financial reporting. Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our ability to comply with the reporting requirements of the Exchange Act, which is necessary to maintain our public company status. If we were to fail to fulfill those obligations, our ability to continue as a U.S. public company would be in jeopardy, in which event you could lose your entire investment.

 

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WE MAY INCUR SIGNIFICANT COSTS TO BE A PUBLIC COMPANY TO ENSURE COMPLIANCE WITH U.S. CORPORATE GOVERNANCE AND ACCOUNTING REQUIREMENTS AND WE MAY NOT BE ABLE TO ABSORB SUCH COSTS.

 

We may incur significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these newly applicable rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. In addition, we may not be able to absorb these costs of being a public company which will negatively affect our business operations.

 

WE ARE AN “EMERGING GROWTH COMPANY” AND INTEND TO TAKE ADVANTAGE OF REDUCED DISCLOSURE AND GOVERNANCE REQUIREMENTS APPLICABLE TO EMERGING GROWTH COMPANIES; AS A RESULT, OUR COMMON STOCK MAY BE LESS ATTRACTIVE TO INVESTORS

 

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012. We intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Such exemptions include, but not limited to: not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act; reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We may take advantage of these reporting exemptions until we are no longer considered an emerging growth company, which in certain circumstances could be up to five years. There may be a less active trading market for our common stock and our stock price may be more volatile.

 

As an emerging growth company, exemptions from the following provisions are available to us:

 

1. Section 404(b) of the Sarbanes-Oxley Act of 2002, which requires auditor attestation of internal controls;

 

2. Section 14A(a) and (b) of the Securities Exchange Act of 1934, which require companies to hold shareholder advisory votes on executive compensation and golden parachute compensation;

 

3. Section 14(i) of the Exchange Act (which has not yet been implemented), which requires companies to disclose the relationship between executive compensation actually paid and the financial performance of the company;

 

4. Section 953(b)(1) of the Dodd-Frank Act, which requires companies to disclose the ratio between the annual total compensation of the CEO and the median of the annual total compensation of all employees of the companies; and

 

5. The requirement to provide certain other executive compensation disclosure under Item 402 of Regulation S-K. Instead, an emerging growth company must only comply with the more limited provisions of Item 402 applicable to smaller reporting companies, regardless of the issuer’s size.

 

Notwithstanding the above, we are also currently a “smaller reporting company”, meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public float of less than $75 million and annual revenues of less than $50 million during the most recently completed fiscal year. In the event that we are still considered a “smaller reporting company”, at such time are we cease being an “emerging growth company”, the disclosure we will be required to provide in our SEC filings will increase but will still be less than it would be if we were not considered either an “emerging growth company” or a “smaller reporting company”. Specifically, similar to “emerging growth companies”, “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, being required to provide only two years of audited financial statements in annual reports. Decreased disclosures in our SEC filings due to our status as an “emerging growth company” or “smaller reporting company” may make it harder for investors to analyze the Company’s results of operations and financial prospects.

 

Furthermore, we will remain an “emerging growth company” for up to five years, although we will lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three-year period, or if the market value of our common stock that is held by non-affiliates exceeds $700 million.

 

OUR SOLE OFFICER AND DIRECTOR DO NOT RESIDE IN THE UNITED STATES, SHAREHOLDERS MAY HAVE DIFFICULTIES ENFORCING THEIR LEGAL RIGHTS UNDER UNITED STATES SECURITIES LAWS

 

The U.S. stockholders would face difficulty in:

 

  effecting service of process within the United States on our Officers;
  enforcing judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against the Officers;
  enforcing judgments of U.S. courts based on civil liability provisions of the U.S. federal securities laws in foreign courts against our Officers; and
  bringing an original action in foreign courts to enforce liabilities based on the U.S. federal securities laws against our Officer and Director.

 

RISKS RELATING TO OUR COMMON STOCK

 

BECAUSE OUR CEO, WHO IS ALSO OUR SOLE PROMOTER, WILL OWN 72.73% OF THE OUTSTANDING SHARES AFTER THIS OFFERING, HE WILL RETAIN SIGNIFICANT CONTROL OF THE COMPANY, WHICH IN TURN COULD DECREASE THE PRICE AND MARKETABILITY OF THE SHARES

 

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After all 666,667 shares of common stock of this Offering are sold our CEO will hold 72.73% of total outstanding shares and will retain significant control. As a result, our CEO will have an ability to influence the Company as follows:

 

* elect or defeat the election of our Directors;

* amend or prevent amendment of our articles of incorporation or bylaws;

* effect or prevent a merger, sale of assets or other corporate transaction; and

* affect the outcome of any other matter submitted to the stockholders for vote

 

Moreover, because of the significant ownership position held by our insiders, new investors may not be able to effect a change in the Company’s business or management, and therefore, shareholders would be subject to decisions made by management and the majority shareholder.

 

In addition, sales of significant amounts of shares held by our CEO or the prospect of these sales, could adversely affect the market price of our common stock. Management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of the Company; this could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

 

WE ARE SELLING SHARES IN THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELL ALL OF THE SHARES; WE MAY HAVE TO SEEK ALTERNATIVE FINANCING TO IMPLEMENT OUR BUSINESS PLANS

 

This offering is self-underwritten, that is, we are not engaging the services of an underwriter to sell the shares. We intend to sell them through our CEO, who will receive no commissions. He will offer the shares to friends, relatives, acquaintances and business associates; however, there is no guarantee that he will be able to sell any/all of the shares. In the event we do not sell all of the shares before the expiration date of the Offering, we will have to seek alternative financing sources. There is no provision to refund all or portion of the funds to our existing shareholders raised by selling company shares.

 

THE OFFERING PRICE OF THE SHARES SHOULD NOT BE USED AS AN INDICATOR OF THE FUTURE MARKET PRICE OF THE SHARES. THEREFORE, THE OFFERING PRICE BEARS NO RELATIONSHIP TO THE ACTUAL VALUE OF THE COMPANY AND MAY MAKE OUR SHARES DIFFICULT TO SELL

 

Since our shares are not listed or quoted on any exchange or quotation system, the offering price for the sale of the shares of common stock by the Company was determined arbitrarily by management. The facts considered in determining the offering price were our financial condition and prospects, our current operating history and the general condition of the securities market. The offering price bears no relationship to the book value, assets or earnings of the Company or any other recognized criteria of value. The offering price should not be regarded as an indicator of the future market price of the shares.

 

SHARES SOLD BY THE SELLING SHAREHOLDERS MAY LIMIT THE AMOUNT OF PROCEEDS RAISED IN THE PRIMARY OFFERING

 

As the Company is only selling 666,667 of the 5,466,667 shares being registered in this offering, this may result in competition between the Company and the Selling Shareholders who may offer to the same investor groups. As such, it may limit the amount the Company is able to raise in the primary offering.

 

THERE IS CURRENTLY NO PUBLIC MARKET FOR OUR SECURITIES, THERE CAN BE NO ASSURANCE THAT ANY PUBLIC MARKET WILL DEVELOP OR THAT OUR COMMON STOCK WILL BE QUOTED FOR TRADING

 

There is no public market for our securities and there can be no assurance that an active trading market for the securities offered herein will develop after this offering by the selling stockholders, or, if developed, be sustained. After the effective date of the registration statement, we intend to identify a market maker to file an application with the Financial Industry Regulatory Authority (FINRA) to have our common stock quoted on the OTCMarkets.com OTC Marketplace. We will have to satisfy certain criteria in order for our application to be accepted. We do not currently have a market maker that is willing to participate in this application process, and even if we identify a market maker, we cannot assure you that we will meet the acceptance criteria. Our common stock may never be quoted on the OTCMarkets.com OTC Marketplace, or, if quoted, a public market may not materialize.

 

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RISK OF LOSING INVESTMENT

 

If our securities are not eligible for initial quotation, or if quoted, are not eligible for continued quotation on the OTCMarkets.com OTC Marketplace, or a public trading market does not develop, purchasers of the shares of common stock may have difficulty selling or be unable to sell their securities, rendering their shares effectively worthless and resulting in a partial or complete loss of their investment.

 

PURCHASING PENNY STOCK LIMITS INVESTOR’S ABILITY TO RE-SELL

 

The shares offered by this Prospectus constitute “penny stock” under the Exchange Act. The shares will remain “penny stock” for the foreseeable future. “Penny stock” rules impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together with a spouse). For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s written consent to the transaction prior to the purchase.

 

Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prescribed by the Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information on the limited market in penny stocks. Consequently, the “penny stock” rules may restrict the ability of broker-dealers to sell our shares of common stock. The market price of our shares would likely suffer as a result.

 

FINRA SALES REQUIREMENTS MAY LIMIT A STOCKHOLDER’S ABILITY TO BUY AND SELL OUR STOCK

 

FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for certain customers. FINRA requirements will likely make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity in our common stock. As a result, fewer broker-dealers may be willing to make a market in our common stock, reducing a stockholder’s ability to resell shares of our common stock.

 

STATE SECURITIES LAWS MAY LIMIT SECONDARY TRADING, RESTRICTING THE STATES WHERE YOU CAN RESELL THE SHARES OFFERED BY THIS PROSPECTUS

 

If you purchase shares of our common stock sold pursuant to this offering, you may not be able to resell the shares in a certain state unless and until the shares of our common stock are qualified for secondary trading under the applicable securities laws of such state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in such state. There can be no assurance that we will be successful in registering or qualifying our common stock for secondary trading or identifying an available exemption for secondary trading in our common stock in every state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of our common stock in any particular state, the shares of common stock could not be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common stock, the market for the common stock will be limited, which could drive down the market price of our common stock and reduce the liquidity of the shares of our common stock and a stockholder’s ability to resell shares of our common stock at all or at current market prices, which could increase a stockholder’s risk of losing some or all of her investment.

 

IF QUOTED, THE PRICE OF OUR COMMON STOCK MAY BE VOLATILE; YOU MAY NOT BE ABLE TO SELL YOUR SHARES AT OR ABOVE THE ACQUISITION PRICE

 

Even if our shares are quoted for trading on the OTCMarkets.com OTC Marketplace following this offering and a public market develops for our common stock, the market price of our common stock may be volatile. It may fluctuate significantly in response to the following factors:

 

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* variations in quarterly operating results;

* our announcements of significant progress and achievement of milestones;

* our relationships with other companies or capital commitments;

* additions or departures of key personnel;

* sales of common stock or termination of stock transfer restrictions;

* changes in financial estimates by securities analysts, if any; and

* fluctuations in stock market price and volume.

 

Your inability to sell your shares during a decline in the price of our stock may increase losses that you may suffer as a result of your investment.

 

SINCE WE DO NOT INTEND TO PAY ANY DIVIDENDS ON OUR COMMON SHARES, STOCKHOLDERS SHOULD RELY ON STOCK APPRECIATION FOR ANY RETURN ON THEIR INVESTMENT

 

We have not declared or paid any dividends on our common stock since inception; we do not anticipate paying any such dividends for the foreseeable future. Accordingly, holders of our common stock may have to rely on capital appreciation, if any, to earn a return on their investment in our common stock.

 

ADDITIONAL ISSUANCES OF OUR SECURITIES MAY RESULT IN IMMEDIATE DILUTION TO EXISTING SHAREHOLDERS

 

We plan to raise additional capital in order to expand our business. Our most likely source of additional capital will be through the sale of additional shares of common stock. We are authorized to issue up to 600,000,000 shares of common stock, of which 112,085,000 shares of common stock are currently issued and outstanding. Our Board of Directors has the authority over issuing additional shares of common, and to determine the rights, preferences and privilege of such shares, without consent of any of our stockholders. We may issue shares in connection with financing arrangements or otherwise. Any such issuances will result in immediate dilution to our existing shareholders’ interests, which will negatively affect the value of your shares.

 

WE MAY ISSUE SHARES OF PREFERRED STOCK IN THE FUTURE WHICH MAY ADVERSELY IMPACT YOUR RIGHTS AS HOLDERS OF OUR COMMON STOCK

 

Our Certificate of Incorporation authorizes us to issue up to 200,000,000 shares of preferred stock. Accordingly, our board of directors will have the authority to fix and determine the relative rights and preferences of preferred shares, as well as the authority to issue such shares, without further stockholder approval. At this time we have no shares of preferred stock issued and outstanding.

 

Our preferred Stock does not have any dividend, conversion, liquidation, or other rights or preferences, including redemption or sinking fund provisions. However, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders preferred rights to our assets upon liquidation, the right to receive dividends before dividends are declared to holders of our common stock, and the right to the redemption of such preferred shares, together with a premium, prior to the redemption of the common stock. To the extent that we do issue such additional shares of preferred stock, your rights as holders of common stock could be impaired thereby, including, without limitation, dilution of your ownership interests in us. In addition, shares of preferred stock could be issued with terms calculated to delay or prevent a change in control or make removal of management more difficult, which may not be in your interest as holders of common stock.

 

OFFERS OR AVAILABILITY FOR SALE OF A SUBSTANTIAL NUMBER OF SHARES OF OUR COMMON STOCK MAY CAUSE THE PRICE OF OUR COMMON STOCK TO DECLINE.

 

If our stockholders sell substantial amounts of our common stock in the public market, including shares issued in the Private Placement upon the effectiveness of the registration statement required to be filed, or upon the expiration of any statutory holding period, under Rule 144, or upon expiration of lock-up periods applicable to outstanding shares, or issued upon the exercise of outstanding options or warrants, it could create a circumstance commonly referred to as an “overhang” and in anticipation of which the market price of our common stock could fall. The existence of an overhang, whether or not sales have occurred or are occurring, also could make more difficult our ability to raise additional financing through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

 

THE OFFERING PRICE HAS BEEN ARBITRARILY SET BY COMPANY; YOU MAY NOT REALIZE A RETURN ON YOUR INVESTMENT UPON RESALE OF YOUR SHARES

 

The offering price and other terms and conditions relative to the Company’s shares have been arbitrarily determined by us and do not bear any relationship to assets, earnings, book value or any other objective criteria of value. Additionally, as the Company was formed on January 20, 2016 and has only a limited operating history and the price of the offered shares is not based on its past earnings and no investment banker, appraiser or other independent third party has been consulted concerning the offering price for the shares or the fairness of the offering price used for the shares, as such our stockholders may not be able to receive a return on their investment when they sell their shares of common stock.

 

WE MAY RECEIVE NO PROCEEDS OR VERY MINIMAL PROCEEDS FROM THE OFFERING AS OUR SELLING SHAREHOLDERS MAY SELL THEIR SHARES DURING AND AFTER THE OFFERING PERIOD

 

This prospectus has registered 4,800,000 shares of common stock by selling shareholders. If a market is ever established after the company’s shares are approved for trading on the OTC Markets, the Selling shareholders may sell their shares at or even below the fixed sale price for the company’s shares during the offering. The resale of such shares by the selling shareholders could cause the market price of our stock to drop significantly, and concerns that those sales may occur could cause the trading price of our common stock to decrease or to be lower than it might otherwise be.

 

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CAUTIONARY DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

 

This Prospectus contains forward-looking statements and information relating to our business that are based on our beliefs as well as assumptions made by us or based upon information currently available to us. These statements reflect our current views and assumptions with respect to future events and are subject to risks and uncertainties. Forward-looking statements are often identified by words like: “believe,” “expect,” “estimate,” “anticipate,” “intend,” “project” and similar expressions or words which, by their nature, refer to future events. In some cases, you can also identify forward-looking statements by terminology such as “may”, “will”, “should”, “plans”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. In addition, you are directed to factors discussed in the “Management’s Discussion and Analysis of Financial Condition and Results of Operation” section, and the section entitled “Description of Our Business”, as well as those discussed elsewhere in this Prospectus. Other factors include, among others: general economic and business conditions; industry capacity; industry trends; competition; changes in business strategy or development plans; project performance; availability, terms, and deployment of capital; and availability of qualified personnel.

 

These forward-looking statements are relevant as of the date of this Prospectus. We believe that the expectations reflected in the forward-looking statements are reasonable; however, we cannot guarantee future results, levels of activity, or achievements. Except as required by applicable law, including the securities laws of the United States, we expressly disclaim any obligation or undertaking to disseminate any update or revisions of any of the forward-looking statements to reflect any change in our expectations with regard thereto or to conform these statements to actual results.

 

USE OF PROCEEDS

 

Our offering is being made on a self-underwritten basis: no minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $0.75. The following table sets forth the uses of proceeds assuming the sale of 100%, 75%, 50% and 25% of the securities offered for sale by the Company. There is no assurance that we will raise the full $500,000 as anticipated.

 

Use of Proceeds

 

Next 12 months
Planned Action
  If 666,667 shares (100%) are sold:   If 500,000 shares (75%) are sold:   If 333,334 shares (50%) are sold:   If 166,667 shares (25%) are sold: 
Daily Operating Expenses  $242,990   $157,490   $80,990   $4,490 
Mobile Application Development  $30,000   $25,000   $15,000   $5,000 
Potential Legal Expenses  $10,000   $10,000   $10,000   $10,000 
Accounting Expenses  $15,000   $15,000   $15,000   $15,000 
Payment for Ongoing Reporting Requirements  $25,000   $25,000   $25,000   $25,000 
Staff Salaries  $100,000   $75,000   $50,000   $25,000 
Office Rent  $20,000   $18,000   $12,000   $6,000 
Office Equipment  $10,000   $7,500   $5,000   $2,500 
Sales & Marketing  $20,000   $15,000   $10,000   $5,000 
Offering Expenses  $27,010   $27,010   $27,010   $27,010 
TOTAL  $500,000   $375,000   $250,000   $125,000 

 

The above figures represent only estimated costs for the next 12 months.

 

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DETERMINATION OF OFFERING PRICE

 

There is no established market for our stock. The offering price of the shares has been determined arbitrarily by us. The price does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a privately held company. In determining the number of shares to be offered and the offering price, we took into consideration our capital structure and the amount of money we would need to implement our business plans. Accordingly, the offering price should not be considered an indication of the actual value of our securities.

 

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

 

Upon the effectiveness of the registration statement of which this Prospectus forms a part, we intend to seek a market maker to file an application with the FINRA to have our stock quoted on the OTCMarkets.com OTC Marketplace. However, we cannot assure you that our shares will be quoted on the OTCMarkets.com OTC Marketplace or, if quoted, that a public market will materialize.

 

The Securities and Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Securities and Exchange Commission, that:

 

(a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

(b) contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws;

(c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;

(d) contains a toll-free telephone number for inquiries on disciplinary actions;

(e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and

(f) contains such other information and is in such form, including language, type, size and format, as the Securities and Exchange Commission shall require by rule or regulation.

 

The broker or dealer also must provide, prior to effecting any transaction in a penny stock, the customer with:

 

(a) bid and offer quotations for the penny stock;

(b) the compensation of the broker-dealer and its salesperson in the transaction;

(c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and

(d) a monthly account statement showing the market value of each penny stock held in the customer’s account.

 

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a suitably written statement.

 

These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock. Therefore, if our common stock becomes subject to the penny stock rules, stockholders may have difficulty selling those securities.

 

HOLDERS

 

We had one hundred and forty-nine holders of record of our common stock as of August 14, 2018.

 

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

 

We do not have any securities authorized for issuance under any equity compensation plans.

 

14
 

 

PENNY STOCK REGULATION

 

The SEC has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) of less than $5.00 per share or an exercise price of less than $5.00 per share. Such securities are subject to rules that impose additional sales practice requirements on broker-dealers who sell them. For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchaser of such securities and have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prepared by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer presumed control over the market. Finally, among other requirements, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. As the Shares immediately following this Offering will likely be subject to such penny stock rules, purchasers in this Offering will in all likelihood find it more difficult to sell their Shares in the secondary market.

 

DIVIDEND POLICY

 

We have not paid any cash dividends to shareholders. The declaration of any future cash dividends is at the discretion of our board of Directors and depends upon our earnings, if any, our capital requirements and financial position, general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

 

DILUTION

 

Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders.

 

In this offering, the level of dilution is increased as a result of the relatively low book value of QUESTCORP’s presently issued and outstanding stock. This is due to the shares of common stock issued to the Company’s Affiliates and Non-Affiliates totaling 100,000,000 and 5,000,000 shares respectively at $0.0001 per share for aggregate proceeds of $10,500, The Company has further issuance of shares with 850,000, 3,150,000 and 3,085,000 shares at $0.10, $0.15 and $0.25 per share respectively for a total aggregate proceed of $1,328,750, versus the current offering price of $0.75 per share.

 

The Company’s net tangible book value on March 31, 2019 was $169,266 or approximately $0.0015 per share, based upon 112,085,000 shares outstanding. Upon completion of this offering, but without taking into account any change in the net tangible book value after completion of this offering other than that resulting from the sale of the shares and receipt of the total proceeds of $500,000, the net tangible book value of the 112,751,667 shares to be outstanding will be $669,266 or approximately $0.0059 per share.

 

DILUTION TABLE

 

The price of the current offering is fixed at $0.75 per common share. This price is significantly higher than the price paid by our Directors and Officers for common equity since the Company’s inception on January 20, 2016.

 

Founder of the Company, See Kok Chong purchased 82,000,000 shares of restricted common stock at $0.0001 per share for a total of $8,200.

 

Assuming completion of the offering, there will be up to 112,751,667 common shares outstanding. The following table illustrates the per common share dilution that may be experienced by investors at various funding levels based on stockholders’ equity of $169,266 as of March 31, 2019.

 

15
 

 

Percentage of funding     25%       50%       75%       100%  
Offering price per share   $ 0.75     $ 0.75     $ 0.75     $ 0.75  
Shares after offering     112,251,667       112,418,334       112,585,000       112,751,667  
Amount of net new funding   $ 125,000     $ 250,000     $ 375,000     $ 500,000  
Book value before offering (per share)   $ 0.0015     $ 0.0015     $ 0.0015     $ 0.0015  
Book value after offering (per share)   $ 0.0026     $ 0.0037     $ 0.0048     $ 0.0059  
Net increase to original shareholder (based on par value)   $ 0.0025     $ 0.0036     $ 0.0047     $ 0.0058  

Decrease in investment to new shareholders

  $ 0.7475     $ 0.7464     $ 0.7452     $ 0.7442  
Dilution to new shareholders     99.66 %     99.52 %     99.37 %     99.22 %

 

Net Value Calculation

If 25% of the shares in the offering are sold

 

Numerator:      
Net tangible book value before the offering   $ 169,266  
Net proceeds from this offering     125,000  
    $ 294,266  
Denominator:        
Shares of common stock outstanding prior to this offering     112,085,000  
Shares of common stock to be sold in this offering (25%)     166,667  
      112,251,667  

 

Net Value Calculation

If 50% of the shares in the offering are sold

 

Numerator:    
Net tangible book value before the offering  $

169,266

 
Net proceeds from this offering   250,000 
   $

419,266

 
Denominator:     
Shares of common stock outstanding prior to this offering   112,085,000 
Shares of common stock to be sold in this offering (50%)   333,334 
    112,418,334 

 

Net Value Calculation

If 75% of the shares in the offering are sold

 

Numerator:    
Net tangible book value before the offering  $

169,266

 
Net proceeds from this offering   375,000 
   $

544,266

 
Denominator:     
Shares of common stock outstanding prior to this offering   112,085,000 
Shares of common stock to be sold in this offering (75%)   500,000 
    112,585,000 

 

Net Value Calculation

If 100% of the shares in the offering are sold

 

Numerator:     
Net tangible book value before the offering  $

169,266

 
Net proceeds from this offering   500,000 
   $

669,266

 
Denominator:     
Shares of common stock outstanding prior to this offering   112,085,000 
Shares of common stock to be sold in this offering (100%)   666,667 
    112,751,667 

 

The following table summarizes the number and percentage of shares purchased, the amount of consideration paid and the average price per share paid by our existing stockholders and by new investors in this offering:

 

   Price per Share   Shares Held   Total Number of Ownership   Amount of Consideration Paid 
Affiliate Stockholders  $0.0001    100,000,000    88.69%  $10,000 
Non-Affiliate Stockholders  $0.0001    5,000,000    4.43%  $500 
Non-Affiliate Stockholders  $0.10    850,000    0.75%  $85,000 
Non-Affiliate Stockholders  $0.15    3,150,000     2.80 %   $472,500 
Non-Affiliate Stockholders  $0.25    3,085,000    2.74%  $771,250 
Investors in This Offering  $0.75    666,667    0.59%  $500,000 

 

16
 

 

SELLING SHAREHOLDERS

 

The relationship between the registrant and the Selling Shareholders within the last three years are disclosed below. There are no known other relationships between the Company and the Selling Shareholders other than the relationships disclosed. The Selling Shareholders listed below hold issued but unregistered shares. The significance of registering their shares is to allow the Selling Shareholders to sell their shares to the public.

 

The following table shows the following information about the Selling Shareholders:

 

1. the number of shares of our common stock that the Selling Shareholders beneficially owned as of the business day immediately prior to the filing of our Registration Statement;
   
2. the number of shares covered by this Prospectus; and
   
3. the number of shares to be retained after this offering, if any.

 

All figures in this table assume the issuance and subsequent disposition of all shares. As represented to us by the Selling Shareholders, none of the Selling Shareholders are broker-dealers or affiliates of broker-dealers. The percentage in the column “Percentage of Common Stock Owned Prior to Offering” was calculated by dividing the total number of shares owned prior to offering by the total issued and outstanding number of shares prior to the offering equivalent to 112,085,000 as of March     , 2020. The numbers in the “Percentage of Shares Owned After the Offering Assuming No Shares are Sold in the Offering” assume that no shares are sold in both the primary and secondary offering.

 

17
 

 

Name of Selling Shareholder  Shares of Common stock owned prior to offering  

Percentage of common stock owned

prior to offering

   Shares of Common stock to
be sold
   Shares of Common stock owned after offering (if all shares are sold)   Percentage of common stock owned after the offering (if all shares are sold) 
Manndis Holdings Sdn. Bhd.   5,000,000    4.46%   50,000    4,950,000    4.39%
Greenpro Asia Strategic SPC*   18,000,000    16.06%   100,000    17,900,000    15.88%
Chin Siew Choo   100,000    0.09%   30,000    70,000    0.06%
Kamarul Zaman Bin Alias   100,000    0.09%   30,000    70,000    0.06%
Ong Nyuk Fung   200,000    0.18%   35,000    165,000    0.15%
Tan Choon Kiang   100,000    0.09%   30,000    70,000    0.06%
Chan Chun Wai   100,000    0.09%   30,000    70,000    0.06%
Chan Ka Wai, Lorey   300,000    0.27%   30,000    270,000    0.24%
Teh Wong Hee   50,000    0.04%   50,000    0    0.00%
Goh Chee Kok   30,000    0.03%   30,000    0    0.00%
Ho Wan Ting   30,000    0.03%   30,000    0    0.00%
Ong Kuok Loong   30,000    0.03%   30,000    0    0.00%
Huan Yit Lan   30,000    0.03%   30,000    0    0.00%
Lim Yn Shin   30,000    0.03%   30,000    0    0.00%
Li Chi Wai   90,000    0.08%   30,000    60,000    0.05%
Ong Eng Hua   30,000    0.03%   30,000    0    0.00%
Wong Ay Leng   30,000    0.03%   30,000    0    0.00%
Henry Ling   120,000    0.11%   30,000    90,000    0.08%
Muhammad Naim Lau   30,000    0.03%   30,000    0    0.00%
Olena Apalkova   60,000    0.05%   60,000    0    0.00%
Muhamad Fuad Bin Harun   30,000    0.03%   30,000    0    0.00%
Yen Khoon   30,000    0.03%   30,000    0    0.00%
Chan Kee Yew   90,000    0.08%   30,000    60,000    0.05%
Ku Meng Choon   90,000    0.08%   30,000    60,000    0.05%
Gerald Lim Choon Ming   60,000    0.05%   60,000    0    0.00%
William Tan Koon Leng   110,000    0.10%   30,000    80,000    0.07%
Ngoi Lee Chin   90,000    0.08%   30,000    60,000    0.05%
Lum Wan Tat, Ricky   60,000    0.05%   30,000    30,000    0.03%
Hew Koon Fong   90,000    0.08%   30,000    60,000    0.05%
Low Kuen Yee   60,000    0.05%   60,000    0    0.00%
Theng Wen Quan   60,000    0.05%   60,000    0    0.00%
Wong Chou Pau   60,000    0.05%   60,000    0    0.00%
Quah Chze Seong   30,000    0.03%   30,000    0    0.00%
Julie Na Pei Siew   30,000    0.03%   30,000    0    0.00%
Tiew Chee Keong   60,000    0.05%   60,000    0    0.00%
Kim Wee Ric   90,000    0.08%   30,000    60,000    0.05%
Isaac Lee Sheng Xin   60,000    0.05%   60,000    0    0.00%
Sundaram A/L Vellayan   80,000    0.07%   30,000    50,000    0.04%
Wong Soh Leng   60,000    0.05%   60,000    0    0.00%
Lai Boon Keong   360,000    0.32%   30,000    330,000    0.29%
Tee Suh Siong   60,000    0.05%   60,000    0    0.00%
Saw Siew Mei   30,000    0.03%   30,000    0    0.00%
Phan Siew Yee   30,000    0.03%   30,000    0    0.00%
Gary Chew Kiew Seng   30,000    0.03%   30,000    0    0.00%
Chiang Boon Aik   30,000    0.03%   30,000    0    0.00%
Kuan Khing Boon   30,000    0.03%   30,000    0    0.00%
Lim Say Khoon   60,000    0.05%   60,000    0    0.00%
Low Ley Tian   60,000    0.05%   60,000    0    0.00%

 

18
 

 

Wong Yee Fun   30,000    0.03%   30,000    0    0.00%
Huong How Thien   30,000    0.03%   30,000    0    0.00%
Alex Yap Yong Meng   80,000    0.07%   30,000    50,000    0.04%
Loh Yih Huey   60,000    0.05%   60,000    0    0.00%
Tan Johnny   90,000    0.08%   30,000    60,000    0.05%
Ng Kai Meng   80,000    0.07%   30,000    50,000    0.04%
Chiam Gek Huey   30,000    0.03%   30,000    0    0.00%
Khairul Azhar Bin Ahmad Shaharudin   60,000    0.05%   60,000    0    0.00%
Wandy Irawan   40,000    0.04%   40,000    0    0.00%
Lee Sai King   30,000    0.03%   30,000    0    0.00%
Yoon Lee Ling   30,000    0.03%   30,000    0    0.00%
Chow Soong Ming   80,000    0.07%   30,000    50,000    0.04%
Tan Sai Hup   30,000    0.03%   30,000    0    0.00%
Yeo Chian Kwang   40,000    0.04%   40,000    0    0.00%
Tan Eng Swee   100,000    0.09%   30,000    70,000    0.06%
Yeung Kin Fun Karen   20,000    0.02%   20,000    0    0.00%
Ho Bee Pheng   35,000    0.03%   35,000    0    0.00%
K.A.Sharmella A/P Krishnasamy   20,000    0.02%   20,000    0    0.00%
Lai Cheuk Pun   40,000    0.04%   40,000    0    0.00%
Ip Kai Yuen   60,000    0.05%   60,000    0    0.00%
Chia Lai Seng   20,000    0.02%   20,000    0    0.00%
Lim Wen Kang   80,000    0.07%   30,000    50,000    0.04%
Chin Soon Yean   20,000    0.02%   20,000    0    0.00%
Choong Eng Hock   20,000    0.02%   20,000    0    0.00%
Hiong Kuan Thai   20,000    0.02%   20,000    0    0.00%
Anthony Yeap Hock Chai   20,000    0.02%   20,000    0    0.00%
Liew Pek Hin   40,000    0.04%   40,000    0    0.00%
Saidathulmarni Binti Mohd Rani   40,000    0.04%   40,000    0    0.00%
Look Boon Leong   20,000    0.02%   20,000    0    0.00%
Peter Low Meng Tuck   20,000    0.02%   20,000    0    0.00%
Lim Chin Kuan   20,000    0.02%   20,000    0    0.00%
Yeoh Oon Looi   20,000    0.02%   20,000    0    0.00%
Xishien Wong   20,000    0.02%   20,000    0    0.00%
Ng Wei Jern   20,000    0.02%   20,000    0    0.00%
Wong Kiing Chai   20,000    0.02%   20,000    0    0.00%
Jacqueline Thow Siew Hian   20,000    0.02%   20,000    0    0.00%
Lee Ewe Keong   20,000    0.02%   20,000    0    0.00%
Tan Lay Koon   20,000    0.02%   20,000    0    0.00%
Kee Mong Kean   20,000    0.02%   20,000    0    0.00%
Loh Kia Siong   20,000    0.02%   20,000    0    0.00%
Puteri Suraya Binti Megat Harun   20,000    0.02%   20,000    0    0.00%
Oliquiano Jumond   20,000    0.02%   20,000    0    0.00%
Ahmad Abid Bin Abas   20,000    0.02%   20,000    0    0.00%
Puran Singh Jaj Sukdev Singh   160,000    0.14%   30,000    130,000    0.12%
Chin Siew Yoong   40,000    0.04%   40,000    0    0.00%
Ng Kel Vin   40,000    0.04%   40,000    0    0.00%
Neoh Siew Siew   40,000    0.04%   40,000    0    0.00%
Tan Pei San   20,000    0.02%   20,000    0    0.00%
Tan Wei Fung   20,000    0.02%   20,000    0    0.00%
Chong Yook Chin   40,000    0.04%   40,000    0    0.00%
Lai Kun Hoong   40,000    0.04%   40,000    0    0.00%
Lau Yi King Arthur Leonard   40,000    0.04%   40,000    0    0.00%

 

19
 

 

Ong Khoon Sim   20,000    0.02%   20,000    0    0.00%
Chin Kok Leong   40,000    0.04%   40,000    0    0.00%
Wu Chin-Kuan   80,000    0.07%   30,000    50,000    0.04%
Liew Rik Foong   20,000    0.02%   20,000    0    0.00%
Phoon Swee Kit   40,000    0.04%   40,000    0    0.00%
Walter Hunziker   40,000    0.04%   40,000    0    0.00%
Ling Yoke Fung   40,000    0.04%   40,000    0    0.00%
Ti Chin Han   60,000    0.05%   60,000    0    0.00%
Lee Lian Yee   20,000    0.02%   20,000    0    0.00%
Tan Mong Siang   40,000    0.04%   40,000    0    0.00%
Chan Wing Hon Benjamin   20,000    0.02%   20,000    0    0.00%
Nge Siew Choo   20,000    0.02%   20,000    0    0.00%
Michelle Neo San San   40,000    0.04%   40,000    0    0.00%
Seow Siak Mong   100,000    0.09%   30,000    70,000    0.06%
Chin Shuh Mei   20,000    0.02%   20,000    0    0.00%
Kuan Jia Yoong   40,000    0.04%   40,000    0    0.00%
Liew Seng Kee   20,000    0.02%   20,000    0    0.00%
Ledesma Mary Joanne Halili   20,000    0.02%   20,000    0    0.00%
Eng Teck Bee   20,000    0.02%   20,000    0    0.00%
Ng Yeow Seng   200,000    0.18%   30,000    170,000    0.15%
Alex Chia Che Keng   60,000    0.05%   60,000    0    0.00%
Lim Chor Ghee   40,000    0.04%   40,000    0    0.00%
Seow Chee Lin   20,000    0.02%   20,000    0    0.00%
Tan Kok Tong   40,000    0.04%   40,000    0    0.00%
Phang Yee Ching   20,000    0.02%   20,000    0    0.00%
Gunasekaran A/L Karapaya   20,000    0.02%   20,000    0    0.00%
Ling How Gin   20,000    0.02%   20,000    0    0.00%
Serene Kee Leck Ling   60,000    0.05%   60,000    0    0.00%
Hoo Kee Song   20,000    0.02%   20,000    0    0.00%
Lim Kiong Seng, Gabriel   80,000    0.07%   50,000    30,000    0.03%
Loh Chow Min   20,000    0.02%   20,000    0    0.00%
Chan Chee Wai   20,000    0.02%   20,000    0    0.00%
Ninik Surtiningsih   40,000    0.04%   40,000    0    0.00%
Chong Wai Kok   20,000    0.02%   20,000    0    0.00%
Mugilen A/L Elangovan   30,000    0.03%   30,000    0    0.00%
Romeo Anak Frederick Pukat   40,000    0.04%   40,000    0    0.00%
Ooi Kok Leong   20,000    0.02%   20,000    0    0.00%
Chien Keat Leong   20,000    0.02%   20,000    0    0.00%
Lee Hock Heng   20,000    0.02%   20,000    0    0.00%
Lee Meng Fatt   20,000    0.02%   20,000    0    0.00%
Phan Tay Hin   20,000    0.02%   20,000    0    0.00%
Khong Khei Hon   40,000    0.04%   40,000    0    0.00%
Chan Wee Leong   20,000    0.02%   20,000    0    0.00%
Chee Fek Kim   20,000    0.02%   20,000    0    0.00%
Chee Siao Li   20,000    0.02%   20,000    0    0.00%
Tanabalan A/L Egamaran   20,000    0.02%   20,000    0    0.00%
Yong Shiew Sun   20,000    0.02%   20,000    0    0.00%
Tsang, Lai Yuk   20,000    0.02%   20,000    0    0.00%
Total   30,085,000    27.06%   4,800,000    25,285,000    22.38%

 

* Greenpro Asia Strategic SPC- Greenpro Asia Strategic Fund SP is controlled and managed by GC Investment Management Limited.

 

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PLAN OF DISTRIBUTION

 

This is a self-underwritten offering. There are no plans or arrangements to enter into any contracts or agreements to sell the Shares with a broker or dealer. Officers and Directors will sell the shares and intends to offer them to friends, family members and business acquaintances with no commission or other remuneration payable to him for any Shares they sell. In offering the securities on our behalf, he will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934.

 

Our CEO will not register as a broker-dealer pursuant to Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which sets forth those conditions under which a person associated with an issuer, may participate in the offering of the issuer’s securities and not be deemed to be a broker-dealer. Our CEO satisfies the requirements of Rule 3a4-1, because he:

 

(a) is not subject to a statutory disqualification, as that term is defined in Section 3(a)(39)of the Act, at the time of his participation; and

 

(b) will not be compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities neither he will be compensated in any other forms with the proceeds of this offering; and

 

(c) is not, nor will he be at the time of his participation in the offering, an associated person of a broker-dealer; and

 

(d) meets the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that they (A) primarily performs, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of our company, other than in connection with transactions in securities; and (B) each is not a broker or dealer, or been associated person of a broker or dealer, within the preceding twelve months; and (C) have not participated in selling and offering securities for any Issuer more than once every twelve months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).

 

We will not utilize the internet to advertise our offering. Our CEO will distribute the Prospectus to potential investors at meetings, to business associates and to his friends and relatives who are interested in us and a possible investment in the offering. No shares purchased in this offering will be subject to any kind of lock-up agreement.

 

Our CEO does not intend to purchase any shares in this offering.

 

As represented to us by the Selling Shareholders, none of the Selling Shareholders are broker-dealers or affiliates of broker-dealers.

 

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SECTION 15(G) OF THE EXCHANGE ACT

 

Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rules 15g-1 through 15g-6 and Rule 15g-9 promulgated there under, impose additional sales practice requirements on broker/dealers who sell our securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). While Section 15(g) and Rules 15g-1 through 15g-6 apply to brokers-dealers, they do not apply to us.

 

Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules. Rule 15g-2 declares unlawful broker/dealer transactions in penny stocks unless the broker/dealer has first provided to the customer a standardized disclosure document.

 

Rule 15g-3 provides that it is unlawful for a broker/dealer to engage in a penny stock transaction unless the broker/dealer first discloses and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question.

 

Rule 15g-4 prohibits broker/dealers from completing penny stock transactions for a customer unless the broker/dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction.

 

Rule 15g-5 requires that a broker/dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales persons compensation.

 

Rule 15g-6 requires broker/dealers selling penny stocks to provide their customers with monthly account statements.

 

Rule 15g-9 requires broker/dealers to approve the transaction for the customer’s account; obtain a written agreement from the customer setting forth the identity and quantity of the stock being purchased; obtain from the customer information regarding her investment experience; make a determination that the investment is suitable for the investor; deliver to the customer a written statement for the basis for the suitability determination; notify the customer of her rights and remedies in cases of fraud in penny stock transactions; and, the FINRA’s toll free telephone number and the central number of the North American Securities Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.

 

The application of the penny stock rules may affect your ability to resell your shares.

 

TERMS OF THE OFFERING

 

This Prospectus Offering consists of a) a total of 666,667 shares (the “Shares”) of our common stock on a “self-underwritten” basis at a fixed price of $0.75 per share and b) the shareholders named in this prospectus, “Selling Shareholders”, who are registering in the aggregate, 4,800,000 shares of common stock that such Selling Shareholders currently hold. The Selling Shareholders will be offering shares at a fixed price of $0.75 per share until our common stock becomes quoted or listed but the Company is offering our shares at a fixed price of $0.75 for the duration of the offering. We will not receive any proceeds from the shares of common stock sold by the Selling Shareholders. There is no minimum for this Offering. The Offering will commence promptly on the date upon which this prospectus is declared effective by the SEC and will continue for 365 days. At the discretion of our board of directors, we may discontinue the offering before expiration of the 365 days period or extend the offering for up to 90 days following the expiration of the 365 days offering period. We will pay all expenses incurred in this offering. We are an “emerging growth company” under applicable Securities and Exchange Commission rules and will be subject to reduced public company reporting requirements.

 

The offering of the 666,667 shares is a “best efforts” offering, which means that our CEO will use their best efforts to sell the common stock and there is no commitment by any person to purchase any shares. The shares will be offered at a fixed price of $0.75 per share for the duration of the offering. The shares will be sold at the fixed price until the common stock becomes quoted on the OTC Marketplace or listed on a securities exchange. The Selling Shareholders will be offering shares at a fixed price of $0.75 per share until our common stock becomes quoted or listed but the Company is offering our shares at a fixed price of $0.75 for the duration of the offering. There is no minimum number of shares required to be sold to close the offering, therefore the net proceeds may range between $0 and $500,000. Proceeds from the sale of the shares will be used to fund our business operation, business development and mobile application development. We have not made any arrangements to place funds received from share subscriptions in an escrow, trust or similar account. Any funds raised from the offering will be immediately available to us for our immediate use. We have agreed to bear all of the expenses incurred in connection with the registration of these shares. The Selling Shareholders will pay or assume brokerage commissions and similar charges, if any, incurred for the sale of shares of their common stock.

 

This is a direct participation offering since we are offering the stock directly to the public without the participation of an underwriter. Our CEO will be solely responsible for selling shares under this offering for the Company and no commission will be paid on any sales. The Selling Shareholders will be responsible for selling their own shares.

 

PROCEDURES AND REQUIREMENTS FOR SUBSCRIPTION

 

If you decide to subscribe for any shares in this offering, you will be required to execute a Subscription Agreement and tender it, together with a check or certified funds to us. Subscriptions, once received by the company, are irrevocable.

 

RIGHT TO REJECT SUBSCRIPTIONS

 

We maintain the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected within 48 hours of our having received them.

 

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DESCRIPTION OF SECURITIES TO BE REGISTERED

 

CAPITAL STOCK

 

Our authorized capital stock consists of 600,000,000 shares of common stock with a par value of $0.0001 per share, and 200,000,000 shares of preferred stock with a par value of $0.0001. No shares of preferred stock are being sold by the Company or the Selling Shareholders in this offering.

 

COMMON STOCK

 

The holders of our common stock currently have (i) equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Board of Directors of the Company; (ii) are entitled to share ratably in all of the assets of the Company available for distribution to holders of common stock upon liquidation, dissolution or winding up of the affairs of the Company (iii) do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights applicable thereto; and (iv) are entitled to one non-cumulative vote per share on all matters on which stock holders may vote.

 

NON-CUMULATIVE VOTING

 

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of Directors, can elect all of the Directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our Directors. After this offering is completed, assuming the sale of all of the shares of common stock, our present stockholders will own approximately 99.41% of our outstanding shares and our CEO, See Kok Chong will still own approximately 72.73%.

 

Please refer to the Company’s Articles of Incorporation, Bylaws and the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of the Company’s securities.

 

PREFERRED STOCK

 

We have authorized 200,000,000 shares of preferred stock with a par value of $0.0001. We have not issued any preferred stock at this time.

 

OPTIONS, WARRANTS AND RIGHTS

 

There are no outstanding options, warrants, or similar rights to purchase any of our securities.

 

SHARES ELIGIBLE FOR FUTURE RESALE

 

GENERAL

 

There is no public market for our common stock. We cannot predict the effect, if any, that market sales of shares of our common stock or the availability of shares of our common stock for sale will have on the market price of our common stock. Sales of substantial amounts of our common stock in the public market could adversely affect the market prices of our common stock and could impair our future ability to raise capital through the sale of our equity securities.

 

Upon completion of this offering, based on our outstanding shares as of March 31, 2019, we will have outstanding an aggregate of 112,751,667 shares of our common stock. Of these shares, upon effectiveness of the registration statement of which this Prospectus forms a part, the 5,466,667 shares covered hereby will be freely transferable without restriction or further registration under the Securities Act.

 

The remaining 99,900,000 restricted shares of common stock to be outstanding are owned by our affiliates, and other 7,385,000 restricted shares of common stock to be outstanding are owned by other 29 non-affiliate investors may not be resold in the public market except in compliance with the registration requirements of the Securities Act or under an exemption under Rule 144 or Regulation S under the Securities Act, if available, or otherwise.

 

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INTERESTS OF NAMED EXPERTS AND COUNSEL

 

No expert or counsel named in this Prospectus as having prepared or certified any part of this Prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest exceeding $50,000 directly or indirectly, in the Company or any of its parents or subsidiaries nor was any such person connected with QUESTCORP GLOBAL INC. or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, Director, Officer, or employee.

 

Total Asia Associates, our independent registered public accounting firm, has audited our financial statements included in this Prospectus and registration statement to the extent and for the periods set forth in their audit report.

 

LEGAL MATTERS

 

The McGeary Law Firm, P.C. has passed on the validity of the common stock being offered pursuant to this registration statement.

 

INFORMATION WITH RESPECT TO QUESTCORP GLOBAL, INC.

 

DESCRIPTION OF OUR BUSINESS

 

OVERVIEW

 

We were incorporated on January 20, 2016 in the State of Nevada. We have never been involved in any reclassification, merger, consolidation or purchase or sale of a significant amount of assets nor have we ever declared bankruptcy, been in receivership, or been involved in any legal action or proceedings.

 

EMERGING GROWTH COMPANY STATUS

 

Because we generated less than $1 billion in total annual gross revenues during our most recently completed fiscal year, we qualify as an “emerging growth company” under the Jumpstart Our Business Startups (“JOBS”) Act.

 

We will lose our emerging growth company status on the earliest occurrence of any of the following events:

 

1. on the last day of any fiscal year in which we earn at least $1 billion in total annual gross revenues, which amount is adjusted for inflation every five years;

2. on the last day of the fiscal year of the issuer following the fifth anniversary of the date of our first sale of common equity securities pursuant to an effective registration statement;

 

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3. on the date on which we have, during the previous 3-year period, issued more than $1 billion in non-convertible debt; or

4. the date on which such issuer is deemed to be a ‘large accelerated filer’, as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto.”

 

A “large accelerated filer” is an issuer that, at the end of its fiscal year, meets the following conditions:

 

1. it has an aggregate worldwide market value of the voting and non-voting common equity held by its non-affiliates of $700 million or more as of the last business day of the issuer’s most recently completed second fiscal quarter;

2. It has been subject to the requirements of section 13(a) or 15(d) of the Act for a period of at least twelve calendar months; and

3. It has filed at least one annual report pursuant to section 13(a) or 15(d) of the Act.

 

As an emerging growth company, exemptions from the following provisions are available to us:

 

1. Section 404(b) of the Sarbanes-Oxley Act of 2002, which requires auditor attestation of internal controls;

2. Section 14A(a) and (b) of the Securities Exchange Act of 1934, which require companies to hold shareholder advisory votes on executive compensation and golden parachute compensation;

3. Section 14(i) of the Exchange Act (which has not yet been implemented), which requires companies to disclose the relationship between executive compensation actually paid and the financial performance of the company;

4. Section 953(b)(1) of the Dodd-Frank Act (which has not yet been implemented), which requires companies to disclose the ratio between the annual total compensation of the CEO and the median of the annual total compensation of all employees of the companies; and

5. The requirement to provide certain other executive compensation disclosure under Item 402 of Regulation S-K. Instead, an emerging growth company must only comply with the more limited provisions of Item 402 applicable to smaller reporting companies, regardless of the issuer’s size.

 

Pursuant to Section 107 of the JOBS Act, an emerging growth company may choose to forgo such exemption and instead comply with the requirements that apply to an issuer that is not an emerging growth company. We have elected under this section of the JOBS Act to maintain our status as an emerging growth company and take advantage of the JOBS Act provisions relating to complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act.

 

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INDUSTRY OVERVIEW

 

This section includes market and industry data that we have developed from publicly available information; various industry publications and other published industry sources and our internal data and estimates. Although we believe the publications and reports are reliable, we have not independently verified the data. Our internal data, estimates and forecasts are based upon information obtained from trade and business organizations and other contacts in the market in which we operate and our management’s understanding of industry conditions.

 

As of the date of the preparation of this section, these and other independent government and trade publications cited herein are publicly available on the Internet without charge. Upon request, the Company will also provide copies of such sources cited herein.

 

Corporate Training Industry

 

The current business plan of Questcorp Global Inc. is limited to Malaysia, although the Company may expand into other countries in the coming years. Given that the demand for our services will be limited to Malaysia initially, therefore we will focus solely on the Corporate Training and E-learning Industry within Malaysia.

 

Many companies in Malaysia are known to spend only 3 to 5 per cent of their payroll budget in staff training and development. Under the Ninth Malaysia Plan, the Government has allocated RM 4792.6 million (Ninth Malaysian Plan 2006-2010) for corporate training, and this include Industrial Training, Commercial Training and Management Training to further improve the quality of the labor force with an increased supply of educated and skilled human resource due to expansion in the capacity of education and training institutions. 1

 

In addition to that, government of Malaysia has recently announced in its Malaysia Budget 2018 to allocate a total sum worth RM200 million to SMEs for training programs, grants and soft loans under the SME Corp. The Government is highly aware of the importance of transformation in the Technical and Vocational Education Training (TVET) in producing highly skilled and competitive workforce. In this regard, all TVET institutions under seven ministries have been merged and known as “TVET Malaysia” under the purview of the Ministry of Human Resources. Total sum of RM4.9 billion is allocated to implement this TVET Malaysia Masterplan. 2

 

With the vision of the Malaysian government to improve the quality of the labor force in Malaysia, the government’s budget on corporate training will have direct impact to our business where the government provides small and medium companies in Malaysia soft loans or grants for the companies’ staff corporate training. The higher the percentages of corporate budgets allocation, the higher potential revenue growth for our company. This means companies will be allocating more budget into their staff training which means companies will increase their expenditure on staff training.

 

We have market our services to individual customers since the start of our business. We have recently started to market our services to corporations in Malaysia. We do not have any plans yet to market our services to government agencies.

 

 

1 Training Malaysia Guide 8th Edition. https://www.trainingmalaysia.com/kiosk/tgm8chap3.php

2 Malaysia 2018 Budget. http://www.treasury.gov.my/pdf/budget/speech/bs18.pdf 

 

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E-learning industry

 

Enterprises of different sizes have started considering eLearning as a viable solution to their budget and productivity-related issues, as changing business needs and technology improvements have encouraged the adoption of eLearning solutions at the expense of traditional teaching methods. The introduction of social, mobile, analytics, and cloud (known as SMAC) technologies has also facilitated the adoption of eLearning solutions. 3

 

In April 2011, Malaysia launched the Malaysia Education Online (MEdO) national online learning portal. The goal of their new National e-Learning Policy is to have 30% of all higher education courses delivered online by 2015. 4

 

The burgeoning e-learning industry in Asia is expected to hit $12 billion by 2018 according to New Ambient Insight Report. Labeled as the second-highest (next to North America) self-paced e-learning market, countries such as Myanmar (50.2%), Thailand (43.7%) and Malaysia (42.3%) have the highest growth rate. As technology evolves, it facilitates the improvement of one of the key pillars of our society: education. 5

 

In addition, Malaysia online education market is expected to project a strong compound annual growth rate of 16.4% over the forecast period from 2018 to 2023 according to Malaysia Online Education Market Outlook 2023 research report. This can be attributed towards strong government initiatives taken by Malaysia government and rising smart phone and tablet user in the country. 6

 

 

3 https://elearningindustry.com/modern-learning-technology-addresses-learning-software-dissatisfaction
4 http://www.ambientinsight.com/Resources/Documents/AmbientInsight-2013-2018-Asia-Self-paced-eLearning-Market-Executive-Overview.pdf
5 https://topica.asia/news/huge-growth-in-elearning-in-asia-market-report-says/
6 Malaysia Online Education Market Outlook 2023. https://www.researchnester.com/press-details/-malaysia-online-education-market-is-expected-to-project-a-strong-compound-annual-growth-rate-of-164-over-the-forecast-period-ie-2016-2023/160

 

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BUSINESS OF ISSUER

 

THE COMPANY

 

QUESTCORP was incorporated in the State of Nevada on January 20, 2016. Our executive office is located at Wisma Quest, No 36-4, Jalan Metro Pudu, Fraser Business Park, Off Jalan Yew, 55100, Kuala Lumpur, Malaysia.

 

Currently, our Company has operation in Malaysia and in future, we intend to expand our business to China, Hong Kong and Australia by setting up offices in targeted countries.

 

Our Company’s revenue stream comes from 3 programs, Money Mastery Mentorship program, Certified Professional Trainer program and Wealth Advisory Investors program of which breakdown as follow:

 

    For the year ended
March 31, 2019
    For the year ended
March 31, 2018
 
    (Audited)     (Restated)  
Money Mastery Mentorship Program   $ 88,658     $ 106,735  
Certified Professional Trainer Program   $ 241,157     $ 146,333  
Wealth Advisory Investors Program   $ 74,504     $ 144,203  
Others   $ 582,601     $ 225,005  
Total   $ 986,920     $ 622,276  

 

QUESTCORP operates through its wholly owned subsidiaries, namely Quest International Group Limited, a Seychelles company. Quest International Group Limited owns 100% of Quest HK Limited, a Hong Kong Company. Quest HK Limited in turn owns 51% of Questcorp Australia Pty Ltd, the operating Australia Company and 100% of Quest Masteryasia Group Sdn Bhd, the operating Malaysia company, as described below. The remaining 49% of the shareholdings of Questcorp Australia Pty Ltd is held by PamEric International Pty Ltd. All these entities share the same exact business plan. On November 18, 2019, the Company incorporated Morgan Capital Asset Management Ltd, a wholly owned subsidiary in Labuan, Malaysia, as an investment holding company.

 

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Note: The purpose of the Company’s Seychelles subsidiary structure is for the Seychelles subsidiary to act as a holding company and we will utilize this subsidiary to prepare for future expansion efforts. The purpose of the Company’s Labuan subsidiary is as an investment holding company. The purpose of setting up a Hong Kong company is because we plan to expand our business into China, and Hong Kong is a gateway to China. Moreover, we would like to protect our company’s Intellectual Property in China before entering the China market, therefore we will apply for our trademark first by using our Hong Kong company. The purpose of the Australia company is because we plan to expand our business into Australia. The purpose of the Malaysia company is because current business operations are in Malaysia.

 

QUESTCORP’s mission is to identify, build and engage communities in Asia, connecting communities through multiple platforms with our knowledge base and our expert’s content. Our programs consist of Certified Professional Trainer Program, Money Mastery Mentorship Program and Wealth Academy Investor Program.

 

For Certified Professional Trainer Program, modules such as Sales Training I, II and III, Selling to Corporate Clients, Training Needs Analysis and Design, Personal Image Branding and Marketing Mastermind Session, are conducted online. The rest of the training modules are conducted in-person.

 

For Money Mastery Mentorship Program and Wealth Academy Investor Program, the programs are conducted in-person.

 

For MasteryAsia Mobile Learning mobile application, it is a mobile application that allows individuals to learn modules online.

 

For Multiple Sources of Income Summit (MSI), the program is conducted in-person.

 

1. Certified Professional Trainer Program

 

About the program

 

Certified Professional Trainer (CPT) program is a dynamic career development program designed to provide a range of skills needed to become a professional trainer. The CPT Program is a mentorship program designed specially only for intended practitioners who want to experience dramatic growth and transformation in their effectiveness as a trainer. The 12 months program consists of on–the–job training, coaching and co–teaching opportunities. Upon completion of the CPT Program, each participant will be awarded the status of Certified Professional Trainer. In other words, a Certified Professional Trainer is a person who has been trained in proper training skills on how to run his or her own training business and has the methodology to run a successful training business. The Program offers certain training modules online, which includes Sales Training I, II and III, Selling to Corporate Clients, Training Needs Analysis and Design, Personal Image Branding and Marketing Mastermind Session. The rest of the training modules are workshop base. Only participants who participated and completed the 12 month Certified Professional Trainer (CPT) program shall be entitled to be named Certified Professional Trainer. Our other programs do not offer the participants the CPT program and we do not restrict our programs to certain business disciplines.

 

Our purpose and goal of the Certified Professional Trainer program is to help practitioner to become a professional trainer and to start running a successful training business be it full time or part time. Each CPT is able to reap the below benefits:

 

- Run training programs that would deliver measurable results

- Able to choose the most appropriate and suitable training methods to achieve self-training and development objectives

- Be more innovative in designing the training class to make it more interesting and captivating

- Capable in handling sensitive issues and difficult situations when organizing future training

- Map out a personal branding strategy that is unique and would position that person in a crowded market place

- Create a niche position for the participant in the training market so that he or she can penetrate the market easily

- Develop a personal marketing plan that will map out the strategies to be a successful professional trainer

 

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2. Money Mastery Mentorship Program

 

Money Mastery Mentorship Program, an online learning portal that is designed to help individuals to achieve financial independence through a unique, personalized wealth creation system, designed according to individual’s passion and strength.

 

This program comprises 3-levels:

 

Level 1: Secrets To Create Multiple Sources of Income

Level 2: Money Mastery Income Acceleration Program

Level 3: Live Session - Money Mastery Boot Camp

 

This program starts by helping individuals to identify their passion and their strength, put them into use and to unleash their potential. Furthermore, the program assists participants in removing the restraints in your financial goals and in their lives.

 

In addition, we have developed a mobile learning application to ease individuals in learning. The name of the application is “MasteryAsia Mobile Learning” (MML). The mobile learning platform aims to help individual to maximize their learning experience as simple and intuitive as possible. The MasteryAsia Mobile Learning program is in the research and development stage. We will launch our program around November 2018. The educational application can be accessed anywhere, anytime and with anyone while the user connects to network. The courses covered in the application are

 

• Wealth Creation

• Internet Marketing

• Trainer’s Tips

• Forex Trading

• Entrepreneurship

• Sales Techniques and many more

 

 

Note: The picture above is the mobile layout of our “MasteryAsia Mobile Learning” mobile application that we have developed.

 

3. Wealth Academy Investor Program

 

Wealth Academy Investor Program is a 3-day comprehensive and practical investment camp designed to help individual to achieve financial freedom through the power of investing to generate multiple income streams and increase their net worth. The training modules are all workshop base.

 

In this 3 days’ workshop, individual will learn:

 

I. The Winning Psychology of Professional Investors

II. How to Turn News into Explosive Profit Opportunities

III. Market & Sector Index Investing

IV. Value Investing: Warren Buffett’s Strategy

V. Momentum Investing

VI. Essentials of Technical Analysis

 

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Besides our three programs, we also organize and manage Multiple Sources of Income Summit (MSI) every year. MSI is an event and a channel for someone to learn, explore and embark on covering the many investments, businesses and income generation opportunities available in the market. MSI is a one-stop platform designed for audience to be exposed to various investment income, opportunities, businesses & property investment. MSI provides the participants with world class experts and speakers sharing real world and practical strategies on unleashing a steady flow of potential incomes.

 

Furthermore, we have developed “Mutualfits”, an e-commerce mobile application that is designed for our Money Mastery Mentorship program and Multiple Sources of Income program members. Our members in these programs are passionate in creating wealth and wanting to explore business opportunities. We want to benefit our members and help our members to achieve their goals by creating Mutualfits, an e-commerce mobile application that aims to connect the merchants, which happen to be our program members, to members of our programs and the public who can be the consumers. Thus for this purpose we do not limit Mutualfits to specific range of product to be marketed to the user of our mobile applications, we prepare to offer whatever product that our member intended to place within Mutualfits. A fee of 3% will be charged to the seller on every transaction made in mobile application. Currently, Mutualfits is still under testing phase and we expect to market our mobile application at the end of this year.

 

 

 

Note: The picture above is the mobile layout of our e-commerce mobile application, Mutualfits that was developed by our company.

 

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FUTURE PLAN

 

We plan to enhance our MasteryAsia Mobile Learning application, improving features and add on features that will help individual to maximize their learning experience as simple and intuitive as possible. The company will allocate part of the proceeds to mobile application development. Also, the company will allocate funds to expand businesses into China, Hong Kong and Australia. We may also evaluate potential acquisitions in the future which we feel have some synergy with our current operations.

 

REVENUE

 

We were incorporated on January 20, 2016. For the year ended March 31, 2018 and 2019, we had generated a revenue of $622,276 and $986,920 respectively.

 

USE OF FUNDS

 

The biggest ongoing expenses for QUESTCORP will be mobile application development and general payroll expenses. Future expenses include office lease, payroll, daily operating expenses, and office equipment.

 

SOURCES OF FUNDS

 

QUESTCORP is self-funded. The Officer and Director of the Company invested a total of $8,200 in cash to fund the Company on September 2, 2016.

 

Our financial statements for the year ended March 31, 2018 report revenue of $622,276, net loss of $371,612, and total assets of $971,302 including cash balance of $303,796, which was generated from providing training services, the sale of 3,085,000 shares of restricted common stock to our Officers and non-affiliated investors, and advances from related parties’ loans.

 

For the year ended March 31, 2019, the Company generated revenue of $986,920, net loss of $502,336 and total assets of $604,097, including cash balance of $36,304, which was generated from providing training services.

 

We have sufficient cash on hand to meet our anticipated operational needs for at least a year. If insufficient funds are raised in this offering, we plan to borrow funds from our management or use the remaining available funds in the company.

 

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SOURCES AND AVAILABILITY OF PRODUCTS AND SUPPLIES

 

We believe there are no constraints on the sources or availability of products, materials and supplies related to our business.

 

DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS

 

We currently do not depend on our major clients. Most of our clients are individuals.

 

PATENT, TRADEMARK, LICENSE & FRANCHISE RESTRICTIONS AND CONTRACTUAL OBLIGATIONS & CONCESSIONS

 

The Company has not yet applied for any trademarks, patents or copyrights.

 

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GOVERNMENTAL AND INDUSTRY REGULATIONS

 

We will be subject to federal and state laws and regulations that relate directly or indirectly to our operations including federal securities laws. We will also be subject to common business and tax rules and regulations pertaining to the normal business operations.

 

RESEARCH AND DEVELOPMENT ACTIVITIES AND COSTS

 

We have spent $7,550 on developing our mobile application.

 

COMPLIANCE WITH ENVIRONMENTAL LAWS

 

Our operations are not subject to any environmental laws.

 

EMPLOYEES

 

We have commenced operations, and currently have 28 full-time employees. Our CEO has the flexibility to work on our business up to 25 to 30 hours per week but is prepared to devote more time if necessary. We plan to recruit more employees to assist in our business development and operations.

 

REPORTS TO STOCKHOLDERS

 

We are not currently a reporting company, but upon effectiveness of the registration statement, of which this Prospectus forms a part, we will be required to file reports with the SEC pursuant to the Securities Exchange Act of 1934, as amended. These reports include annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. Copies of these reports from the SEC’s Public Reference Room at 100 F Street, NE., Washington, DC 20549, on official business days during the hours of 10 a.m. to 3 p.m. or on the SEC’s website, at www.sec.gov. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

 

We will also make these reports available on our website, www.questcorpglobal.com.

 

DESCRIPTION OF PROPERTY

 

The company executive office is located at Wisma Quest, No 36-4, Jalan Metro Pudu, Fraser Business Park, Off Jalan Yew, 55100, Kuala Lumpur, Malaysia. The office space is rented by the Company from the related company of our CEO, at a monthly rental of $2,570.

 

LEGAL PROCEEDINGS

 

We know of no existing or pending legal proceedings against us, nor are we involved as a plaintiff in any proceeding or pending litigation. There are no proceedings in which any of our Directors, Officer or any of their respective affiliates, or any beneficial stockholder, is an adverse party, or has a material interest adverse to our interest. Our address for service of process in Nevada is 1645 Village Center Circle, Suite 170, Las Vegas, NV 89134.

 

MANAGEMENT

 

Data concerning company executives as of the date of this Prospectus:

 

Name  Age  Position
See Kok Chong    66   President, Chief Executive Officer, Secretary, Treasurer and Director

 

Mr. See has held his offices/positions since January of 2016 and is expected to hold those offices/positions until the next annual meeting of our stockholders.

 

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BIOGRAPHICAL INFORMATION

 

Set forth below is a brief description of the background and business experience of our executive Officers:

 

See Kok Chong - President, Chief Executive Office, Secretary, Treasurer, Director

 

Mr. See Kok Chong is currently a Chartered Accountant and Chartered Secretary. Mr. See graduated from Tunku Abdul Rahman College with an Association of Chartered Certified Accountants (ACCA) and Institute of Chartered Secretaries & Administrators (ICSA) qualification in 1978. Mr. See holds a Certificate in Direct Marketing from the Australian Direct Marketing Association. He is the author of “Quest for Excellence: An Asian Executive guide to personal performance, productivity and profits”.

 

In 1984, Mr. See founded Quest Group in Malaysia and since then he has been appointed as Chief Executive Officer (CEO) of the company. Quest Group provides corporate training services to organizations in improving their performance, productivity and profits through coaching and training their executives and managers. As a CEO of Quest Group, his responsibility is overseeing the operation as well as in charge of the company’s business development. In 1997, Mr. See founded Mastery Asia Sdn Bhd, a mentorship organization that coach individuals to achieve financial independence and has acted as a Chief Executive Officer of the company since its inception. His responsibility in the company is to oversee the operation of the company and develop businesses in Asia. Currently, Mr. See allocates 80% of his time leading and overseeing operation of QUESTCORP GLOBAL INC. Quest Group and Mastery Asia Sdn Bhd are managed by its own respective directors, therefore Mr. See allocates 20% of his time overseeing operation of these two companies.

 

Mr. See’s experience in the corporate management and business development have led the Board of Director to reach a conclusion that he should serve as a CEO and Director of the Company. In January 2016, Mr. See was appointed as the Chief Executive Officer of the Company.

 

35
 

 

During the past ten years, our CEO, has not been the subject of any the following events:

 

1. Any bankruptcy petition filed by or against any business of which either were a general partner or executive Officer either at the time of the bankruptcy or within two years prior to that time.

2. Any conviction in a criminal proceeding or being subject to a pending criminal proceeding.

3. An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting either Our CEO or other Officers or Directors involvement in any type of business, securities or banking activities.

4. Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

 

BOARD COMPOSITION

 

Our Bylaws provide that the Board of Directors shall consist of at least one member, and that our shareholders shall determine the number of Directors from time to time. Each Director serves a term expiring at the next annual shareholders meeting and until his successor is elected and qualified, or until his resignation, removal from office, or death.

 

COMMITTEES OF THE BOARD OF DIRECTORS

 

We do not presently have a separately constituted audit committee, compensation committee, nominating committee, executive committee or any other committees of our Board of Directors. Nor do we have an audit committee “financial expert.” As such, our entire Board of Directors acts as our audit committee and handles matters related to compensation and nominations of Directors.

 

POTENTIAL CONFLICTS OF INTEREST

 

Since we do not have an audit or compensation committee comprised of independent Directors, such functions that would have been performed by such committees are performed by our CEO. Thus, there is an inherent conflict of interest.

 

DIRECTOR INDEPENDENCE

 

As of the date of this Registration Statement filed on Form S-1, we have no independent Directors.

 

SIGNIFICANT EMPLOYEES

 

We have no significant employees other than the Chief Executive Officer described earlier.

 

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

 

No Director, person nominated to become a Director, Executive Officer, promoter or control person of our company has, during the last ten years: (i) been convicted in or is currently subject to a pending a criminal proceeding (excluding traffic violations and other minor offenses); (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to any federal or state securities or banking or commodities laws including, without limitation, in any way limiting involvement in any business activity, or finding any violation with respect to such law, nor (iii) any bankruptcy petition been filed by or against the business of which such person was an executive Officer or a general partner, whether at the time of the bankruptcy or for the two years prior thereto.

 

STOCKHOLDER COMMUNICATIONS WITH THE BOARD

 

We have not implemented a formal policy or procedure by which our stockholders can communicate directly with our Board of Directors. Nevertheless, every effort will be made to ensure that the views of stockholders are heard by the Board of Directors, and that appropriate responses are provided to stockholders in a timely manner. During the upcoming year, our Board will continue to monitor whether it would be appropriate to adopt such a process.

 

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EXECUTIVE COMPENSATION

 

The following table sets forth the compensation paid by us for the period from inception until December 31, 2019 and subsequent thereto, for our CEO. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation addresses all compensation awarded to, earned by, or paid to our named executive Officers.

 

Name and Principal Position  Year   Fee
($)
   Bonus
($)
   Stock Awards
($)
  Option Awards
($)
  Non-Equity Incentive Plan Compensation
($)
   Change in Pension Value and Nonqualified Deferred Compensation Earnings
($)
  All Other Compensation
($)
  Totals
($)
 
                                 
See Kok Chong, Chief Executive Officer, President, Secretary, Treasurer, and Director (1)   




2019
2018

    Nil
Nil
    Nil
Nil
   Nil
Nil
  Nil
Nil
  Nil
Nil
   Nil
Nil
  Nil
Nil
   Nil
Nil
 
     2017     Nil    Nil   Nil  Nil   Nil   Nil  Nil   Nil 

 

(1) See Kok Chong was appointed as Chief Executive Officer, President, Secretary, Treasurer, and Director effective on January 20, 2016.

 

OUTSTANDING EQUITY AWARDS AT March 31, 2019

 

We do not currently have a stock option plan or any other long-term incentive plans that intend to serve as an incentive for performance. No individual grants of stock options or other equity incentive awards have been made to our Executive Officers since inception; accordingly, none were outstanding at March 31, 2019.

 

EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT, CHANGE-IN-CONTROL ARRANGEMENTS

 

The company has signed a director contract with our director, See Kok Chong. Presently, See Kok Chong receives fee for his service as a member of the Board of Directors. The Board of Directors reserves the right in the future to award the members of the Board of Directors cash or stock-based consideration for their services to the Company, which awards, if granted shall be in the sole determination of the Board of Directors.

 

LONG-TERM INCENTIVE PLAN AWARDS

 

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.

 

DIRECTORS COMPENSATION

 

Presently, See Kok Chong receives fee for his service as a member of the Board of Directors. The Board of Directors reserves the right in the future to award the members of the Board of Directors cash or stock-based consideration for their services to the Company, which awards, if granted shall be in the sole determination of the Board of Directors.

 

Name and Principal Position  Year   Fee
($)
   Bonus
($)
  Stock Awards
($)
  Option Awards
($)
  Non-Equity Incentive Plan Compensation
($)
  Change in Pension Value and Nonqualified Deferred Compensation Earnings
($)
  All Other Compensation
($)
  Totals
($)
 
                               
See Kok Chong, Chief Executive Officer, President, Secretary, Treasurer, and Director (1)    2019
2018
     86,758
61,099
   Nil
Nil
  Nil
Nil
  Nil
Nil
  Nil
Nil
  Nil
Nil
  Nil
Nil
   Nil
Nil
 
     2017      53,823    Nil  Nil  Nil  Nil  Nil  Nil    Nil  

 

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

Other than the transactions discussed below, none of the following parties have, since the date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

 

- The Officers and Directors;

- Any Person proposed as a nominee for election as a Director;

 

- Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to the outstanding shares of common stock;

- Any relative or spouse of any of the foregoing persons who have the same house as such person.

 

On January 20, 2016, we have issued 100,000 shares of our common stock to Officer and Director for a purchase price of $0.0001 per share or for a consideration of $10. The shares were issued under Regulation S of the Securities Act of 1933.

 

On September 2, 2016, we have issued an aggregate of 104,900,000 shares of our common stock to Officers and Directors as well as an affiliate shareholder for a purchase price of $0.0001 per share or for aggregate consideration of $10,490. The shares were issued under Regulation S of the Securities Act of 1933.

 

As of March 31, 2019, we have issued an aggregate of 112,085,000 shares of our common stock to the shareholders, of which 147 Non-Affiliate shareholders acquired their shares for $0.0001, $0.10, $0.15 and $0.25 per share and for aggregate consideration of $1,328,750. The shares were issued under Regulation S of the Securities Act of 1933.

 

Since inception date of January 20, 2016 until March 31, 2019, we have received $7,998 from our director, See Kok Chong. These loans are unsecured, non-interest bearing with no fixed terms of repayment.

 

Our business plan contemplates eventually entering into formal employment agreements with our CEO for their management services for set monthly consideration. However, we do not anticipate entering into such agreements until our cash flow from operations justifies such agreements.

 

We have not entered into any other transaction, nor are there any proposed transactions, in which our CEO, or any significant stockholder, or any member of the immediate family of any of the foregoing, had or is to have a direct or indirect material interest.

 

Our CEO may be considered promoters of the Company due to their participation in and management of the business since our incorporation.

 

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

As of March 31, 2017, we issued an aggregate of 82,000,000 shares of our common stock to our CEO for aggregate consideration of $8,200.

 

The following table sets forth the information regarding the beneficial ownership of our common stock as of March 31, 2019 for our CEO and affiliate shareholder. There is no other person or group of affiliated persons, known by us to beneficially own more than 5% of our common stock.

 

We have determined beneficial ownership in accordance with the rules of the Securities and Exchange Commission. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Unless otherwise indicated, the person identified in this table has sole voting and investment power with respect to all shares shown as beneficially owned by him, subject to applicable community property laws.

 

The percentage ownership information shown in the table below is calculated based on 112,085,000 shares of our common stock issued and outstanding as of March 31, 2019. We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock.

 

All figures in this table assume the issuance and subsequent disposition of all shares. As represented to us by the Selling Shareholders, none of the Selling Shareholders are broker-dealers or affiliates of broker-dealers. The percentage in the column “Percentage of Share Owned Before Offering” was calculated by dividing the total number of shares owned prior to offering by the total issued and outstanding number of shares prior to the offering equivalent to 112,085,000 as of March 31, 2019.

 

    No. of     No. of     Percentage of     Percentage of  
Name and Address   Common Stock     Common Stock     Ownership     Ownership  
of Beneficial Owner   Before Offering     After Offering     Before Offering     After Offering  
                         
See Kok Chong     82,000,000       82,000,000       73.16 %     72.73 %
Greenpro Asia Strategic SPC     18,000,000       17,900,000       16.06 %     15.88 %
All of executive officers, Directors and above 5% shareholders as a group     100,000,000       99,900,000       89.22 %     88.60 %

 

The address for See Kok Chong listed in the table above is QUESTCORP GLOBAL INC., Wisma Quest, No 36-4, Jalan Metro Pudu, Fraser Business Park, Off Jalan Yew, 55100, Kuala Lumpur, Malaysia.

 

The address for Greenpro Asia Strategic SPC is 4th Floor, Habour Place, 103 South Church Street, PO Box 10240, Grand Cayman KY1-1002, Cayman Islands.

 

Section 16(a) of the Securities Exchange Act of 1934 requires our Directors and Executive Officers, and persons who own more than ten percent of our common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes of ownership of our common stock. Officers, Directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

 

39
 

 

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to our Directors, Officers or persons controlling us, we have been advised that it is the Securities and Exchange Commission’s opinion that such indemnification is against public policy as expressed in such act and is, therefore, unenforceable.

 

40
 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes and other financial information included elsewhere in this Prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this Prospectus, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. You should review the “Risk Factors” section of this Prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

 

Our cash balance was $36,304 as of March 31, 2019. We have been utilizing funds received from our CEO in the form of loans and the selling of shares. We may need additional financing, for which we currently don’t have any arrangements. We do not currently have an office in the United States but our address for service of process in Nevada is 1645 Village Center Circle, Suite 170, Las Vegas, NV 89134. Our principal executive office is located at Wisma Quest, No 36-4, Jalan Metro Pudu, Fraser Business Park, Off Jalan Yew, 55100, Kuala Lumpur, Malaysia.

 

We generated revenues of $622,276 and $986,920 up to March 31, 2018 and March 31, 2019 respectively.

 

To increase our cash surplus and provide additional capital for expansion we are attempting to raise money from this offering. We believe that we will be able to raise enough money through this offering to expand our proposed operations. At the present time, we have not made any arrangements to raise additional cash, other than through this offering.

 

We are an “emerging growth company” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to: not required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act; reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; exemptions from the requirements of holding an annual non-binding advisory vote on executive compensation and nonbinding stockholder approval of any golden parachute payments not previously approved.

 

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have taken advantage of the extended transition period provided by Section 107 of the JOBS Act and that the election is irrevocable.

 

RESULTS OF OPERATIONS FOR THE YEAR ENDED MARCH 31, 2019 AND MARCH 31, 2018

 

Revenues

 

For the year ended March 31, 2019 and 2018, the Company has generated revenue of $986,920 and $622,276, which came from the coaching, consultancy, training and mentorship services provided.

 

Operating Expenses

 

For the year ended March 31, 2019, the Company has incurred operating expenses of $1,045,644, which comprised of selling and distribution expenses of $855 and administrative expenses of $1,044,789 respectively. Significant increase in administrative expenses is mainly caused by the increase of human resources related expenses such as salary and employee provident fund, office rental and sub-contraction fee.

 

For the year ended March 31, 2018, the Company has incurred operating expenses of $644,955, which comprised of selling and distribution expenses of $1,398 and administrative expenses of $643,557 respectively. The administrative expenses were mainly related to salary of staff and directors, travelling and accommodation, transportation fees such as petrol, toll and parking

 

Net Loss

 

For the year ended March 31, 2019 and March 31, 2018, we recorded a net loss of $502,336 and $371,612 respectively. The increase of net loss is the result of an increase in administrative expenses which mainly due to human resources related expenses.

 

Liquidity and Capital Resources

 

As of March 31, 2019 and March 31, 2018, the Company had working capital surplus of $10,672 and $518,163, consisting of cash and cash equivalent of $36,304 and 303,796 respectively. During the year ended March 31, 2019 and March 31, 2018, the Company had negative operating cash flows due to an increase of operating and administrative expenses.

 

The Company depend substantially on financing activities to provide it with the liquidity and capital resources needed for working capital requirements and to make capital investments in connection with ongoing operations. During the year ended March 31, 2019, the Company had met these requirements primarily by previous sales of common stock.

 

Cash Used In Operating Activities

 

For the year ended March 31, 2019, net cash used in operating activities was $233,815, as compared to net cash used in operating activities of $610,728 for the prior year. The decrease in net cash used in operating activities was primarily attributable to receipt of payments from related parties.

 

Cash Used In Investing Activities

 

For the year ended March 31, 2019 and 2018 net cash used in investing activities was $35,444 and $185,798 respectively, which was mainly for purchase of plant and equipment and investment.

 

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Cash From Financing Activities

 

For the year ended March 31, 2019, net cash generated from financing activities was $4,959 being advances from directors. For the year ended March 31, 2018, net cash generated from financing activities was $772,879 which mainly attributed to the proceeds from sales of common stock.

 

ACTIVITIES TO DATE

 

A substantial portion of our activities to date has involved expanding our business operation. Our team has also developed Plan of Operations. We have established the company office and provided information sessions and consulting about our services to prospective customers.

 

PLAN OF OPERATIONS

 

We anticipate that our legal and accounting fees will maintain at $30,000 over the next 12 months as a result of becoming a reporting company with the SEC.

 

OFF BALANCE SHEET ARRANGEMENTS

 

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

GOING CONCERN UNCERTAINTIES

 

The accompanying financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

 

As of March 31, 2019, the Company suffered operating losses and had an accumulated deficit of $1,101,017. The continuation of the Company as a going concern through March 31, 2019 is dependent upon improving the profitability and the continuing financial support from its stockholders. Management believes the existing shareholders or external financing and revenue generated by offering training services and workshops to customers will provide the additional cash needed to meet the Company’s obligations as they become due.

 

These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements included herein do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result in the Company not being able to continue as a going concern.

 

LIMITED OPERATING HISTORY

 

We have limited historical financial information upon which to base an evaluation of our performance. We cannot guarantee we will be successful in our business operations in the long run. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

 

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RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTH ENDED DECEMBER 31, 2019 AND THREE AND NINE MONTH ENDED DECEMBER 31, 2018

 

Revenues

 

For the three and nine months ended December 31, 2019, the Company has generated revenue of $100,845 and $246,666.

 

For the three and nine months ended December 31, 2018, the Company has generated revenue of $385,470 and $980,524.

 

The decrease in revenue for the period ended December 31, 2019 was mainly due to lesser coaching, training and mentorship workshops being conducted as a result of lower participation.

 

Operating Expenses

 

For the three and nine months ended December 31, 2019, the Company has incurred operating expenses of $143,005 and $552,196, which comprised of selling and distribution expenses of $80 and $291, and administrative expenses of $142,925 and $551,905.

 

For the three and nine months ended December 31, 2018, the Company has incurred operating expenses of $274,939 and $765,297, which comprised of selling and distribution of $130 and $452, and administrative expenses of $274,809 and $764,845.

 

The decrease in administrative expenses was in line with the decrease in revenue for the period ended December 31, 2019.

 

Net Loss

 

For the three and nine months ended December 31, 2019, the Company recorded a net loss of $95,418 and $501,988.

 

For the three and nine months ended December 31, 2018, the Company recorded a net loss of $49,254 and $184,835.

 

The increase in net loss was a result of lower revenue generated coupled with an increase in administrative expenses for the period ended December 31, 2019.

 

Liquidity and Capital Resources

 

As of December 31, 2019, the Company had working capital deficit of $660,264, consisting cash and cash equivalent of $36,304. As of March 31, 2019, the Company had working capital surplus of $10,672, consisting cash and cash equivalent of $303,796. Notwithstanding a decrease in cash and cash equivalent, for the nine months ended December 31, 2019, the Company had positive operating cash flows mainly due to receipt of payments from related parties and participants.

 

Cash Used In Operating Activities

 

For the nine months ended December 31, 2019, net cash from operating activities was $95,291, as compared to net cash used in operating activities of $165,749 for the nine months ended December 31, 2018. The positive operating cash flows was mainly attributable to receipt of payments from related parties and advance full payments from the participants.

 

Cash Used In Investing Activities

 

For the nine months ended December 31, 2019, net cash used in investing activities was $134,379 which was mainly for purchase of plant and equipment.

 

For the nine months ended December 31, 2018, net cash used in investing activities was $20,911 which was mainly for purchase of plant and equipment and investment.

 

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Cash From Financing Activities

 

For the nine months ended December 31, 2019, net cash generated from financing activities was $25,258 being advances from directors.

 

For the nine months ended December 31, 2019, net cash generated from financing activities was nil.

 

ACTIVITIES TO DATE

 

A substantial portion of our activities to date has involved expanding our business operation. Our team has also developed Plan of Operations. We have established the company office and provided information sessions and consulting about our services to prospective customers.

 

PLAN OF OPERATIONS

 

We anticipate that our legal and accounting fees will maintain at $30,000 over the next 12 months as a result of becoming a reporting company with the SEC.

 

OFF BALANCE SHEET ARRANGEMENTS

 

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

GOING CONCERN UNCERTAINTIES

 

The accompanying financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

 

As of December 31, 2019, the Company suffered operating losses and had an accumulated deficit of $1,602,141. The continuation of the Company as a going concern through December 31, 2019 is dependent upon improving the profitability and the continuing financial support from its stockholders. Management believes the existing shareholders, external financing, and/or revenue generated by offering technical consultancy services to customers will provide the additional cash needed to meet the Company’s obligations as they become due.

 

These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements included herein do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result in the Company not being able to continue as a going concern.

 

LIQUIDITY AND CAPITAL RESOURCES

 

As of December 31, 2019, the Company had a cash and cash equivalent of $14,572. We expect increased levels of operations going forward will result in more significant cash flow and in turn working capital.

 

We depend substantially on financing activities to provide us with the liquidity and capital resources we need to meet our working capital requirements and to make capital investments in connection with ongoing operations. During the nine month period ended December 31, 2019, we have met these requirements primarily from receipt from previous sales of our common stock.

 

LIMITED OPERATING HISTORY

 

We have limited historical financial information upon which to base an evaluation of our performance. We cannot guarantee we will be successful in our business operations in the long run. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

 

 44 
   

 

AVAILABLE INFORMATION

 

We have not previously been required to comply with the reporting requirements of the Securities Exchange Act. We have filed with the SEC a registration statement on Form S-1 to register the securities offered by this Prospectus. For future information about us and the securities offered under this Prospectus, you may refer to the registration statement and to the exhibits filed as a part of the registration statement. In addition, after the effective date of this Prospectus, we will be required to file annual, quarterly and current reports, or other information with the SEC as provided by the Securities Exchange Act. You may read and copy any reports, statements or other information we file at the SEC’s public reference facility maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Our SEC filings are available to the public through the SEC Internet site at www.sec.gov.

 

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES

 

The Nevada General Corporation Law requires to indemnify Officers and Directors for any expenses incurred by any Officer or Director in connection with any actions or proceedings, whether civil, criminal, administrative, or investigative, brought against such Officer or Director because of his or her status as an Officer or Director, to the extent that the Director or Officer has been successful on the merits or otherwise in defense of the action or proceeding. The Nevada General Corporation Law permits a corporation to indemnify an Officer or Director, even in the absence of an agreement to do so, for expenses incurred in connection with any action or proceeding if such Officer or Director acted in good faith and in a manner in which he or she reasonably believed to be in or not opposed to the best interests of the corporation and such indemnification is authorized by the stockholders, by a quorum of disinterested Directors, by independent legal counsel in a written opinion authorized by a majority vote of a quorum of Directors consisting of disinterested Directors, or by independent legal counsel in a written opinion if a quorum of disinterested Directors cannot be obtained.

 

The Nevada General Corporation Law prohibits indemnification of a Director or Officer if a final adjudication establishes that the Officer’s or Director’s acts or omissions involved intentional misconduct, fraud, or a knowing violation of the law and were material to the cause of action. Despite the foregoing limitations on indemnification, the Nevada General Corporation Law may permit an Officer or Director to apply to the court for approval of indemnification even if the Officer or Director is adjudged to have committed intentional misconduct, fraud, or a knowing violation of the law.

 

The Nevada General Corporation Law also provides that indemnification of Directors is not permitted for the unlawful payment of distributions, except for those Directors registering their dissent to the payment of the distribution.

 

According to Article 11 of our Bylaws, we are authorized to indemnify our Directors to the fullest extent authorized under Nevada law subject to certain specified limitations.

 

45
 

 

Insofar as indemnification for liabilities arising under the Securities Act may be provided to Directors, Officers or persons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

 

WHERE YOU CAN GET MORE INFORMATION

 

We have filed with the SEC a Registration Statement on Form S-1 (including exhibits) under the Securities Act with respect to the shares to be sold in this Offering. This Prospectus, which forms part of the Registration Statement, does not contain all the information set forth in the Registration Statement as some portions have been omitted in accordance with the rules and regulations of the SEC. For further information with respect to our Company and the Shares offered in this Prospectus, reference is made to the Registration Statement, including the exhibits filed thereto, and the financial statements and notes filed as a part thereof. With respect to each such document filed with the SEC as an exhibit to the Registration Statement, reference is made to the exhibit for a more complete description of the matter involved. We are not currently subject to the informational requirements of the Securities Exchange Act of 1934 (the “Exchange Act”). As a result of the offering of the Shares of our common stock, we will become subject to the informational requirements of the Exchange Act, and, in accordance therewith, we will file quarterly and annual reports and other information with the SEC and send a copy of our annual report together with audited consolidated financial statements to each of our shareholders. The Registration Statement, such reports and other information may be inspected and copied at the Public Reference Room of the SEC located at 100 F Street, N. E., Washington, D. C. 20549. Copies of such materials, including copies of all or any portion of the Registration Statement, may be obtained from the Public Reference Room of the SEC at prescribed rates. You may call the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public Reference Room. Such materials may also be accessed electronically by means of the SEC’s home page on the internet (http://www.sec.gov).

 

46
 

 

QUESTCORP GLOBAL INC.

 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

Report of Independent Registered Accounting Firm F-2
   
Consolidated Balance Sheets as of March 31, 2019 and 2018 F-3
   
Consolidated Statements of Operations and Comprehensive Income for the Period ended March 31, 2019 and 2018 F-4
   
Consolidated Statements of Changes in Stockholders’ Equity for the Period ended March 31, 2019 and 2018 F-5
   

Consolidated Statements of Cash Flows for the Period ended March 31, 2019 and 2018

F-6
   
Notes to Consolidated Financial Statements F-7 – F-17

 

 F-1 
 

 

 

 

 

 F-2 
 

 

QUESTCORP GLOBAL INC.

CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2019 and 2018

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

    March 31, 2019     March 31, 2018  
      (Audited)       (Restated)  
ASSETS                
CURRENT ASSETS                
Accounts receivables   $ 85,873     $ 21,708  
Other receivables, prepayments and deposits     35,270       84,994  
Amount due from related parties     288,056       382,384  
Cash and cash equivalents     36,304       303,796  
Total Current Assets     445,503       792,882  
                 
NON-CURRENT ASSETS                
Plant and equipment, net     145,853       177,743  
Investment, net     12,741       677  
Total Non-Current Assets     158,594       178,420  
                 
TOTAL ASSETS   $ 604,097     $ 971,302  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY                
CURRENT LIABILITIES                
Accounts payables   $ 82,887     $ 755  
Other payables and accrued liabilities     210,468       81,872  
Deferred Income, net     127,403       188,342  
Amount due to director     7,998       3,128  
Amount due to related parties     6,075       622  
Total Current Liabilities     434,831       274,719  
                 
TOTAL LIABILITIES   $ 434,831     $ 274,719  
                 
STOCKHOLDERS’ EQUITY                
Preferred stock, $0.0001 par value, 200,000,000 shares authorized, None issued and outstanding     -       -  
Common stock, $0.0001 par value, 600,000,000 shares authorized, 112,085,000 shares issued and outstanding as of March 31, 2019 and March 31, 2018.   $ 11,209     $ 11,209  
Additional paid-in capital     1,328,041       1,328,041  
Accumulated other comprehensive loss     (52,401 )     (26,761 )
Accumulated losses     (1,101,017 )     (613,294 )
Non-controlling interest     (16,566 )     (2,612 )
TOTAL STOCKHOLDERS’ EQUITY   $ 169,266     $ 696,583  
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY   $ 604,097     $ 971,302  

 

See accompanying notes to consolidated financial statements.

 

 F-3 
 

 

QUESTCORP GLOBAL INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR YEAR ENDED MARCH 31, 2019 AND 2018

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Audited)

 

  

For Year ended

March 31, 2019

  

For Year ended

March 31, 2018

 
   (Audited)    (Restated)  
           
REVENUE  $ 986,920    $ 622,276  
               
COST OF REVENUE    (475,412 )    (405,256 )
               
GROSS PROFIT    511,508      217,020  
               
OTHER INCOME    31,800      56,323  
               
SELLING AND DISTRIBUTION EXPENSES    (855 )    (1,398 )
               
ADMINISTRATIVE EXPENSES    (1,044,789 )    (643,557 )
               
LOSS BEFORE INCOME TAX    (502,336 )    (371,612 )
               
TAXES PROVISION    -      -  
               
NET LOSS  $ (502,336 )  $ (371,612 )
               
Net profit attributable to non-controlling interests    14,613      2,666  
               
NET LOSS ATTRIBUTABLE TO THE COMPANY    (487,723 )    (368,946 )
               
Other comprehensive expenses:              
- Foreign exchange translation adjustment    (24,981 )    (33,741 )
               
attributable to non-controlling interest    (659 )     (16 )
               
TOTAL COMPREHENSIVE LOSS ATTRIBUTABLE TO THE COMPANY    (513,363 )    (402,703 )
               
Per share- Basic and diluted  $ (0.005 )  $ (0.004 )
               
Weighted average number of common shares outstanding - Basic and diluted    112,085,000      110,534,326  

 

See accompanying notes to consolidated financial statements.

 

 F-4 
 

 

QUESTCORP GLOBAL INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR YEAR ENDED MARCH 31, 2019 AND 2018

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Audited)

 

   COMMON STOCK   ADDITIONAL   ACCUMULATED
COMPREHENSIVE
   ACCUMULATED   NON     
   Number of Shares   Amount   PAID-IN CAPITAL   INCOME/
(LOSS)
   INCOMES/
(LOSSES)
   CONTROLING
INTEREST
   TOTAL
EQUITY
 
                             
Balance, April 1, 2017   109,000,000   $10,900   $557,100   $6,566   $(234,862)  $-   $339,704 
                                    
Restatement adjustment                  430    (9,486)        (9,056)
                                    
Balance, April 1, 2017 (restated)   109,000,000   $10,900   $557,100   $6,996   $(244,348)  $-   $330,648 
                                    
Shares issued in private placement at $0.25 per share   3,085,000    309    770,941    -    -    -    771,250 
                                    
Acquisition of subsidiary   -    -    -    -    -    38    38 
                                    
Net loss   -    -    -    -    (368,946)   (2,666)   (371,612)
                                    
Foreign currency translation adjustment   -    -    -    (33,757)   -    16    (33,741)
                                    
Balance, March 31, 2018 (restated)   112,085,000   $11,209   $1,328,041   $(26,761)  $(613,294)  $(2,612)  $696,583 
                                    
Net loss     -       -       -       -       (487,723 )     (14,613 )     (502,336 )
                                    
Foreign currency translation adjustment     -       -       -       (25,640 )     -       659       (24,981 )
                                    
Balance, March 31, 2019     112,085,000     $ 11,209     $ 1,328,041     $ (52,401 )   $ (1,101,017 )   $ (16,566 )   $ 169,266

 

See accompanying notes to consolidated financial statements

 

 F-5 
 

 

QUESTCORP GLOBAL INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR YEAR ENDED MARCH 31, 2019 AND 2018

(Currency expressed in United States Dollars (“US$”))

(Audited)

 

   

For the year ended

March 31, 2019

    For the year ended March 31, 2018  
    (Audited)     (Restated)  
CASH FLOWS FROM OPERATING ACTIVITIES:                
Net loss   $ (502,336 )   $ (371,612 )
Adjustments to reconcile net loss to net cash used in operating activities:                
Depreciation and amortization     37,236       13,590  
Investment written-off     1,206       -  
Asset written-off     7,469       -  
Unrealised foreign exchange loss     888       -  
                 
Changes in operating assets and liabilities:                
Accounts payable     82,173       (7,324 )
Accounts receivable     (66,235 )     (19,204 )
Amount due from related parties     73,547       (245,574 )
Other receivables, prepayments and deposits     41,651       (77,940 )
Amount due to related parties     5,487       622  
Other payables and accrued liabilities     135,802       (16,265 )
Deferred Income     (50,703)       112,979  
Cash used in operating activities     (233,815 )     (610,728 )
Taxation paid     -       -  
Net cash used in operating activities     (233,815 )     (610,728 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES:                
Purchase of Plant and Equipment     (22,995 )     (185,121 )
Sale proceeds from disposal of Plant and Equipment     857       -  
Investment     (13,306 )     (677 )
Net cash used in investing activities     (35,444 )     (185,798 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES:                
Issuance of share capital     -       771,250  
Advances from directors     4,959       1,629  
Net cash provided by financing activities     4,959       772,879  
                 
Effect of exchange rate changes on cash and cash equivalent     (3,192)       (33,317 )
                 
Net decrease in cash and cash equivalents     (267,492 )     (56,964 )
Cash and cash equivalents, beginning of year     303,796       360,760  
CASH AND CASH EQUIVALENTS, END OF YEAR   $ 36,304      $ 303,796  
                 
SUPPLEMENTAL CASH FLOWS INFORMATION                
Income taxes paid   $ -     $ -  
Interest paid   $ -     $ -

 

 

See accompanying notes to consolidated financial statements.

 

 F-6 
 

 

QUESTCORP GLOBAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED MARCH 31, 2019 AND 2018

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

1. ORGANIZATION AND BUSINESS BACKGROUND

 

Questcorp Global Inc., is organized as a Nevada limited liability company, incorporated on January 20, 2016. For purposes of financial statement presentation, Questcorp Global Inc. and its subsidiaries are herein referred to as “the Company” or “we”. The purpose of the Company and its subsidiaries is to provide coaching, consultancy, training and mentorship to clients through wholly owned subsidiaries. Our programs include, but are not limited to, helping clients to create multiple sources of income and gaining financial independence and training and coaching individuals to be competent Professional Trainers.

 

We have conducted our business through Quest Masteryasia Group Sdn. Bhd., a private limited liability company, incorporated in Malaysia. Quest International Group Limited, incorporated in Seychelles, is an investment holding company with 100% equity interest in Quest HK Limited, a company incorporated in Hong Kong, which in subsequent hold 100% equity interest in Quest Masteryasia Group Sdn. Bhd. On January 20, 2016, Questcorp Global Inc. was incorporated as the holding company parent to, and succeed to the operations of, Quest International Group Limited. The former unit holder of Quest International Group Limited became the unit holder of Questcorp Global Inc. and Quest International Group Limited became a wholly-owned subsidiary of Questcorp Global Inc. This transaction was accounted for as a transaction among entities under common control and the assets, liabilities, revenues and expenses of Quest International Group Limited were carried over to and combined with Questcorp Global Inc. at historical cost, and as if the transfer occurred at the beginning of the period. Prior periods have been retrospectively adjusted to furnish comparative information.

 

On September 4, 2017, Quest HK Limited incorporated Questcorp Australia Pty Ltd, a Private Limited company incorporated in Victoria, Australia, with an interest of 51% in the subsidiary. 

 

The Company, through its subsidiaries, mainly provide coaching, consultancy, training and mentorship services.

 

Details of the Company’s subsidiaries:

 

  Company name   Place and date of incorporation   Particulars of issued capital   Principal activities   Proportional of ownership interest and voting power held
                   
1. Quest International Group Limited   Seychelles
January 20, 2016
  1 share of ordinary share of US$1 each   Investment holding, coaching and consultancy   100%
                   
2. Quest HK Limited   Hong Kong,
January 19, 2016
  1 share of ordinary share of HK$1 each   Coaching, consultancy, training and mentorship   100%
                   
3.

Quest Masteryasia Group

Sdn. Bhd.

 

Malaysia,
March 21, 2016

 

  10 shares of ordinary share of RM 1 each   Coaching, consultancy, training and mentorship   100%
                   
4. Questcorp Australia Pty Ltd  

Australia,

September 04, 2017

  100 shares of ordinary share of AU$1 each   Providing Money Mastery Mentorship Program & Certified Professional Training Program   51%

 

Questcorp Global Inc. and its subsidiaries are hereinafter referred to as the “Company”.

 

 F-7 
 

 

QUESTCORP GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED MARCH 31, 2019 AND 2018

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The accompanying consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements and notes.

 

Basis of presentation

 

These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

 

The Company has adopted its fiscal year-end to be March 31.

 

Basis of consolidation

 

The consolidated financial statements include the accounts of the Company and its subsidiaries. All inter-company accounts and transactions have been eliminated upon consolidation.

 

Use of estimates

 

Management uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheets, and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates.

 

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.

 

Plant and equipment

 

Plant and equipment are stated at cost less accumulated depreciation and impairment. Depreciation of plant and equipment are calculated on the straight-line method over their estimated useful lives as follows:

 

Classification

 

Estimated useful lives

Computer   2.5 years
Office equipment   10 years
Furniture & fittings   10 years
Office renovations  

Over lease term

Signage   10 years

 

Expenditures for maintenance and repairs are expensed as incurred.

 

Trade receivables

 

Trade receivables represent outstanding payment from customers for services that have been rendered.

 

Deferred income

 

Deferred income represent fees received in full and in advance for services which have not yet been performed. Deferred income is classified on the consolidated balance sheet as current liability. The advance fee received will be recognized as revenue in Income Statement once the obligations to perform and to render the services have commenced or discharged.

 

Refundable deposits

 

Refundable deposits represent fee received in advance in partial basis for services which have not yet been performed. These refundable deposits will remain refundable for 2 years. In certain circumstances, fee for services not fully receive in 2 years, deposit received will be forfeited and hence, will be recognized to Income Statement as Other Income. Refundable deposits is classified on the consolidated balance sheet as current liability.

 

 F-8 
 

 

QUESTCORP GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED MARCH 31, 2019 AND 2018

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

Cost of revenue

 

Cost of revenue includes the workshop cost, trainer’s fees, partners share and all other costs that are directly attributable to the workshop.

 

Expenses

 

Expenses is primarily comprised of salary of staff and directors, travelling and accommodation, transportation fees such as petrol, toll and parking.

 

Revenue recognition

 

In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its customers.

 

Revenue from the provision of services is recognized when the workshop is completed and there are no continuing obligations to the customer. Revenue is recorded net of sales discounts, returns, allowances, and other adjustments that are based upon management’s best estimates and historical experience and are provided for in the same period as the related revenue are recorded.

 

Income taxes

 

Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC Topic 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

 

The Company conducts major businesses in Malaysia and is subject to tax in this jurisdiction. As a result of its business activities, the Company will file tax returns that are subject to examination by the foreign tax authority.

 

Going Concern

 

The accompanying financial statements have been prepared on a going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.

 

For the year ended March 31, 2019, the Company has generated revenue of $986,920 and continuously incurred a net loss of $502,336. As of March 31, 2019, the Company suffered an accumulated deficit of $1,101,017. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result in the Company not being able to continue as a going concern.

 

The Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support from its shareholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stock holders, in the case of equity financing.

 

Net income/(loss) per share

 

The Company calculates net income/(loss) per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income/(loss) per share is computed by dividing the net income/(loss) by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic income/(loss) 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.

 

 F-9 
 

 

QUESTCORP GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED MARCH 31, 2019 AND 2018

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

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 statements of operations and comprehensive income.

 

The reporting currency of the Company is United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$. In addition, the Company’s subsidiary in Malaysia maintains its books and record in its local currency, Ringgit Malaysia (“RM”), which is functional currency as being the primary currency of the economic environment in which the entity operates.

 

In general, for consolidation purposes, assets and liabilities of its subsidiaries 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 stockholders’ equity.

 

Translation of amounts from RM into US$1 and HK$1 into US$1 has been made at the following exchange rates for the respective periods:

 

   As of and for the   As of and for the 
   year ended   year ended 
   March 31, 2019   March 31, 2018 
Period-end RM : US$1 exchange rate    4.08500      3.86300  
Period-average RM : US$1 exchange rate    4.16140      4.14450  
Period-end US$ : HK$1 exchange rate    0.12740      0.12754  
Period-average US$ : HK$1 exchange rate    0.12752      0.12800  
Period-end US$ : AU$1 exchange rate    0.70787      0.77581  
Period-average US$ : AU$1 exchange rate    0.72939      0.78034  

 

Fair value of financial instruments:

 

The carrying value of the Company’s financial instruments: cash and cash equivalents, and accounts payable and approximate at their fair values because of the short-term nature of these financial instruments.

 

The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

 

  Level 1: Observable inputs such as quoted prices in active markets;

 

  Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

 

 

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

 

Related parties

 

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

 

 F-10 
 

 

QUESTCORP GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED MARCH 31, 2019 AND 2018

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

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 financial statements. For the years ended March 31, 2019 and 2018, the Company operates in one reportable operating segment in Malaysia.

 

Recent accounting pronouncements

 

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do 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.

 

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842),” to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Most prominent among the amendments is the recognition of assets and liabilities by lessees for those leases classified as operating leases under current U.S. GAAP. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. As required by the standard, the Company will adopt the provisions of the new standard effective April 1, 2019, using the required modified retrospective approach. We believe the adoption will not have a material impact on our financial statements.

 

 F-11 
 

  

QUESTCORP GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED MARCH 31, 2019 AND 2018

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

3. PLANT AND EQUIPMENT

 

Plant and equipment as of March 31, 2019 are summarized below:

 

   Year Ended   Year Ended 
   March 31, 2019    March 31, 2018  
   (Audited)    (Restated) 
Software development (Work-In-Progress)  $ 3,427    $ 9,707  
Computer  $ 32,607    $ 27,851  
Office equipment  $ 40,641    $ 40,643  
Furniture and fittings  $ 15,009    $ 15,872  
Office renovations  $ 89,434    $ 94,574  
Signage  $ 3,486    $ 3,686  
Platform  $ 11,997    $ -  
Total plant and equipment  $ 196,601    $ 192,333  
Total accumulated depreciation  $ (50,748 )  $ (14,590 )
Plant and equipment, net  $ 145,853    $ 177,743  

 

Depreciation expense for the year ended March 31, 2019 and March 31, 2018 was $37,236 and $13,590 respectively.

 

4. INVESTMENT

 

   Year Ended   Year Ended 
   March 31, 2019    March 31, 2018  
   (Audited)    (Restated) 
Amircorp Inc  $ -    $ 55  
US VR Global.Com Inc,  $ -    $ 622  
Money Compass Media (M) Sdn Bhd   $ 12,240    $ -  
Natural Health Farm Holdings Inc   $ 501      -  
   $ 12,741    $ 677  

 

During the year ended March 31, 2019, the Company acquire 3,401 shares in Money Compass Media (M) Sdn Bhd and 500,000 shares in Natural Health Farm Holdings Inc with equity interest less than 1%.

 

5. DEFERRED INCOME

 

   Year Ended   Year Ended 
   March 31, 2019    March 31, 2018  
   (Audited)    (Restated) 
Certified Professional Training (CPT)  $ 51,499    $ 64,844  
Money Mastery Mentorship Program (MMMP)   $ 72,877     $ 80,012  
Wealth Advisor Investors (ADAM KHOO)  $ 1,389    $ 41,755  
Building Smart Business  $ 379    $ 400  
Stocktrading Mentorship Program   $ 1,259    $ 1,331  
Total deferred income, net  $ 127,403    $ 188,342  

 

As of March 31, 2019 and March 31, 2018, total deferred income represent fee fully received in advance from participants during enrollment for respective courses and program amounted to $127,403 and $188,342 respectively.

 

The following table set forth the duration for and services individuals received from each program.

 

Program Name Description Duration
Certified Professional Trainer (CPT)  

- A dynamic career development program designed to provide a range of skills needed to become a professional trainer.

 

- Each CPT is able to reap the below benefits:

· Run training programs that would deliver measurable results

· Able to choose the most appropriate and suitable training methods to achieve self-training and development objectives

· Be more innovative in designing the training class to make it more interesting and captivating

· Capable in handling sensitive issues and difficult situations when organizing future training

· Map out a personal branding strategy that is unique and would position that person in a crowded market place

· Create a niche position for the participant in the training market so that he or she can penetrate the market easily

· Develop a personal marketing plan that will map out the strategies to be a successful professional trainer

 

  6 days
Money Mastery Mentorship   - An online learning portal that is designed to help individuals to achieve financial independence through a unique, personalized wealth creation system, designed according to individual’s passion and strength.
 
- Each individual will learn:
I. Secrets To Create Multiple Sources Of Income
II. Money Mastery Income Acceleration Program
III. Live Session – Money Mastery Boot Camp
  3 days
Wealth Academy Investor   - A comprehensive and practical investment camp designed to help individual to achieve financial freedom through the power of investing to generate multiple income streams and increase their net worth.
 
- Each individual will learn:
I. The Winning Psychology of Professional Investors
II. How To Turn News Into Explosive Profit Opportunities
III. Market & Sector Index Investing
IV. Value Investing: Warren Buffet’s Strategy
V. Momentum Investing
VI. Essentials Of Technical Analysis
  3 days

 

 F-12 
 

 

QUESTCORP GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED MARCH 31, 2019 AND 2018

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

6. ACCOUNT RECEIVABLE

 

   Year Ended   Year Ended 
   March 31, 2019    March 31, 2018  
     (Audited)     (Restated) 
Account receivable  $ 85,873    $ 21,708  

 

As of March 31, 2019 and March 31, 2018, account receivable represent outstanding payment from participants that have attended the workshops amounted to $85,873 and $21,708 respectively.

 

7. OTHER RECEIVABLES, PREPAYMENTS & DEPOSITS

 

Prepaid expenses and deposits consisted of the following as at March 31, 2019:

 

   Year Ended   Year Ended 
   March 31, 2019    March 31, 2018  
     (Audited)     (Restated) 
Deposits  $ 2,260    $ 1,820  
Other receivables  $ 27,727    $ 79,206  
Prepayments  $ 5,283    $ 3,968  
Total prepaid expenses and deposits  $ 35,270    $ 84,994  

 

As of March 31, 2019 and March 31, 2018, other receivable represent outstanding payment from participants during enrolment for courses and program amounted to $27,727 and $79,206 respectively.

 

8. OTHER PAYABLES AND ACCRUED LIABILITIES

 

   Year Ended   Year Ended 
   March 31, 2019    March 31, 2018  
   (Audited)    (Restated) 
Other payables  $ 120,970    $ 48,373  
Accruals  $ 89,498    $ 33,499  
Total payables and accrued liabilities  $ 210,468    $ 81,872  

 

As of March 31, 2019 and March 31, 2018, other payables consist of refundable deposits payables to participants amounted to $36,201 and $35,166 respectively.

 

9. AMOUNT DUE TO DIRECTOR

 

   Year Ended   Year Ended 
   March 31, 2019    March 31, 2018  
   (Audited)    (Restated) 
Amount due to director  $ 7,998    $ 3,128  

 

The amount due to the related parties are unsecured, interest-free and has no fixed terms of repayment.

 

10. AMOUNT DUE TO RELATED PARTIES

 

   Year Ended   Year Ended 
   March 31, 2019    March 31, 2018  
   (Audited)    (Restated) 
Due to related parties  $ 6,075    $ 622  

 

The amount due to the related parties are unsecured, interest-free and has no fixed terms of repayment.

 

11. INCOME TAX

 

For the year ended March 31, 2019 and 2018, the local (United States) and foreign components of loss before income tax were comprised of the following:

 

   Year Ended   Year Ended 
   March 31, 2019    March 31, 2018  
   (Audited)    (Restated) 
Tax jurisdictions from:              
- Local  $ (31,885 )  $ (53,658 )
- Foreign, representing:              
Seychelles  $ 214,905    $ (5,743 )
Hong Kong    (16,844 )    (4,598 )
Malaysia    (638,689 )    (302,173 )
Australia  $ (29,823 )  $ (5,440 )
Loss before income tax  $ (502,336 )    (371,612 )

 

 F-13 
 

 

QUESTCORP GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED MARCH 31, 2019 AND 2018

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

11. INCOME TAX (CONT’D)

 

The provision for income taxes consisted of the following:

 

    Year Ended      Year Ended   
    March 31, 2019      March 31, 2018   
Current:          
- Local  $-   $- 
- Foreign   -    - 
Deferred:          
- Local  $-   $- 
- Foreign   -    - 
Income tax expense  $-   $- 

 

The following table sets forth the significant components of the aggregate deferred tax assets of the Company for the year ended March 31, 2019 and 2018:

 

   Year Ended
March 31, 2019
   Year Ended
March 31, 2018
 
Deferred tax assets:              
Net operating loss carry forward              
-United States of America  $ (34,516 )  $ (27,821 )
-Hong Kong    (3,792 )    (1,013 )
-Malaysia    (198,315 )    (83,351 )
-Australia    (9,698 )    (1,496 )
   $ (246,321 )  $ (113,681 )
Less: valuation allowance    246,321      113,681  
Deferred tax assets  $ -    $ -  

 

The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company has subsidiaries that operate in various countries: United States, Seychelles, Hong Kong, Malaysia, and Australia that are subject to taxes in the jurisdictions in which they operate, as follows:

 

United States of America

 

The Company is registered in the State of Nevada and is subject to the tax laws of the United States of America. As of March 31, 2019, the operations in the United States of America incurred $164,364 of cumulative net operating losses which can be carried forward to offset future taxable income, at the tax rate of 21%. The net operating loss carry forwards begin to expire in 2038, if unutilized. The Company has provided for a full valuation allowance of $34,516 against the deferred tax assets on the expected future tax benefits from the net operating loss carry forwards as the management believes it is more likely than not that these assets will not be realized in the future.

 

Seychelles

 

Under the current laws of the Seychelles, Quest International Group Limited is registered as an international business company which governs by the International Business Companies Act of Seychelles and there is no income tax charged in Seychelles.

 

Hong Kong

 

Quest HK Limited is subject to Hong Kong Profits Tax, which is charged at the statutory income tax rate of 16.5% on its assessable income. As of March 31, 2019, the operations in the Hong Kong incurred $22,982 of cumulative net operating losses which can be carried forward to offset future taxable income, at the tax rate of 16.5%. The Company has provided for a full valuation allowance of $3,792 against the deferred tax assets on the expected future tax benefits from the net operating loss carry forwards as the management believes it is more likely than not that these assets will not be realized in the future.

 

Malaysia

 

Quest Masteryasia Group Sdn Bhd is subject to Malaysia Corporate Tax, which is charged at the statutory income tax rate range from 18% to 24% on its assessable income. As of March 31, 2019, the operations in the Malaysia incurred $1,101,749 of cumulative net operating losses which can be carried forward to offset future taxable income, at the tax rate of 18%. The Company has provided for a full valuation allowance of $198,315 against the deferred tax assets on the expected future tax benefits from the net operating loss carry forwards as the management believes it is more likely than not that these assets will not be realized in the future.

 

Australia

 

Questcorp Australia Pty Ltd is subject to the Corporate Income Tax governed by the Australia Taxation Authority. As of March 31, 2019, the operations in the Australia incurred $35,264 of cumulative net operating losses which can be carried forward to offset future taxable income, at the tax rate of 27.5%. The Company has provided for a full valuation allowance of $9,698 against the deferred tax assets on the expected future tax benefits from the net operating loss carry forwards as the management believes it is more likely than not that these assets will not be realized in the future.

 

 F-14 
 

 

QUESTCORP GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED MARCH 31, 2019 AND 2018

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

12. CONCENTRATIONS OF RISK

 

The Company is exposed to the following concentrations of risk:

 

(a)Major customers

 

The company did not have any major customers which constitute 100% of the Company’s revenues of accounts receivable for the years ended March 31, 2019.

 

(b)Major vendors

 

The company did not have any major suppliers which constitute 100% of the Company’s purchases of accounts payable for the years ended March 31, 2019.

 

(c)Exchange rate risk

 

The Company cannot guarantee that the current exchange rate will remain stable, therefore there is a possibility that the Company could post the same amount of profit and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of RM converted to US$, HK$ converted into US$ and AU$ converted into US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.

 

13. COMMITMENTS AND CONTINGENCIES

 

On June 15, 2017 the company entered into a lease agreement by using another company, Castlefield Realty International Holdings Sdn Bhd (CRIH) owned by Mr See Kok Chong, to lease the office located at Fraser Business Park, Kuala Lumpur, Malaysia. The lease commenced on August 21, 2017 for a term of 3 years, with an option to extend for an additional 3 years. Quest Masteryasia Group Sdn Bhd will be paying on behalf of CRIH for all expenses relating to this lease of office.

 

As at March 31, 2019 the company has future rental payment of $83,231 for office premises due under a non-cancellable operating lease in the next seventeen months.

 

Period ending March 31:  USD 
2020  $ 58,751  
2021  $ 24,480  
   $ 83,231  

 

14. SUBSEQUENT EVENTS

 

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after March 31, 2019 up through the date March 16, 2020, was the Company presented these audited consolidated financial statements. On November 18, 2019, the Company incorporated Morgan Capital Asset Management Ltd, a wholly owned subsidiary in Labuan, Malaysia, as an investment holding company. Save for the above, during the period, the Company did not have any other material recognizable subsequent events.

 

 F-15 
 

 

QUESTCORP GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED MARCH 31, 2019 AND 2018

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

15. RELATED PARTY TRANSACTIONS

 

Related parties are entities with common direct or indirect shareholders and/or directors. Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the party in making financial and operating decisions. The amount due from related parties is unsecured, interest-free and has no fixed terms of repayment.

 

The amount charged by related parties are as follows:

 

   Year Ended   Year Ended 
   March 31, 2019    March 31, 2018  
   (Audited)    (Restated) 
Accounting fees  $ 15,256    $ 14,723  
Secretary fees  $ 2,712    $ 1,344  
Payroll charges  $ 4,506    $ 2,147  
Management fees  $ 1,558    $ 51,924  
Trainer fees - See Kok Chong  $ 52,228    $ 37,109  
Director fees - See Kok Chong  $ 34,530    $ 28,954  
Office rental   $ 53,999    $ -  
Professional fees  $ 15,741    $ 46,850  
Licence fees  $ -    $ 2,200  
Listing expenses  $ -    $ (30,000 )
   $ 180,530    $ 155,251  

 

The amount due from related parties are as follows:

 

   Year Ended    Year Ended  
   March 31, 2019    March 31, 2018  
   (Audited)    (Restated)  
Masteryasia (M) Sdn Bhd  $ 209,859    $ 295,697  
Quest Consulting Ltd  $ 9,715    $ 21,991  
Castlefield Realty International Holdings Sdn Bhd  $ 66,348    $ 64,696  
Bluesky Oasis Sdn Bhd   $ 1,224    $ -  
Quest Management Consulting (Shanghai) Co Ltd   $ 351    $ -  
Castlefield Realty International Sdn Bhd   $ 118    $ -  
Ilham Trading International Sdn Bhd   $ 215    $ -  
Others   $ 226    $ -  
   $ 288,056    $ 382,384  

 

The amount due to related parties are as follows:

 

    Year Ended     Year Ended  
    March 31, 2019     March 31, 2018  
    (Audited)     (Audited)  
LifeChamp Sdn Bhd   $ 57     $ -  
Masteryasia (M) Sdn Bhd   $ 994     $ -  
Quest Services Sdn Bhd   $ 427     $ 322  
Quest Learning Sdn Bhd   $ 2,665     $ 300  
QSC Asia Sdn Bhd   $ 1,932     $ -  
    $ 6,075     $ 622  

 

 F-16 
 

 

16. RESTATEMENT OF MARCH 31, 2018

 

   For the year ended March 31, 2018 
   As previously reported   Adjustments   Notes  As restated 
   $   $   $  $ 
Accounts Receivables   22,330    (622)  D   21,708 
Other receivables, Prepayments and Deposits   137,091    (52,097)  A   84,994 
Amount due from related parties   377,757    4,627   A   382,384 
Cash and cash equivalents   302,855    941   B   303,796 
Plant and equipment, net   177,621    122   C   177,743 
Investment, net   55    622   D   677 
Accounts payables   1,615    (860)  E   755 
Other payables and accrued liabilities   64,207    17,665   A   81,872 
Deferred income, net   249,159    (60,817)  A   188,342 
Amount owing to Director   1,523    1,605   E   3,128 

 

NOTE A

 

For the financial year ended 31 March 2018, the Company have changed its accounting policy for recognition of deferred income. Previously, the Company recognised full deferred income upon enrollment of participants, in the circumstances that any unpaid balance during the enrollment, the Company has reflected the unpaid amount as receivables under current assets. The Company has changed the above accounting policy to recognize full payment received from participants as deferred income, under current liability, with the assumption that the participants will complete the workshop over 2 financial years. The Company will recognize Deferred Income to Revenue each time the participants attend the workshop. In the event the participants do not attend the workshop in full within 2 financial years, any balance Deferred Income will be forfeited and recognized as Other Income in the Income Statement. In the circumstances that there are partial payment received from participants during enrollment, the Company will reflect such advance partial payment as Refundable Deposits instead of Deferred Income, under current liability. These Refundable Deposits will remain refundable for 2 years. The Company will recognize Refundable Deposits to revenue each time the participants attend the workshop. In certain circumstances, fee for services not fully receive in 2 years, deposit received will be forfeited and hence, will be recognized to Income Statement as Other Income. As a results of change of accounting policy, this has resulted in the restatement of other receivables, prepayments and deposits which shows a decrease from $137,091 to $84,994 (restated). On the other hand, other payables and accrued liabilities has increased from $64,207 to $81,872 due to the recognition of partial payment received as refundable deposits instead of deferred income. Therefore, deferred income was over-recognised previously and as a result of the change in recognition policy this has led to a decrease from $249,159 to $188,342.

 

NOTE B

 

Cash and cash equivalents was restated from $302,855 to $303,796 due to omission of refundable deposits received by cash and over taken up of refundable deposits received by cash.

 

NOTE C

 

Purchase of Company’s equipment (coffee machine) amounting to $122 were mistakenly recorded as staff advance, now adjusted to plant and equipment, net.

 

NOTE D

 

During the year, partial repayment of $622 from trade receivable US VR Global Inc by allotment of shares in US VR Global.Com Inc was omitted in the financial statements. As a result of this omission, investment understated by $622 and trade receivables was overstated by the same amount.

 

NOTE E

 

Accounts payables was reduced by $860 to restated balance of $755 was due to omission of accruals of share of profit to training provider company of $745 and reclassification $1,605 to amount owing to Director.

 

 F-17 
 

 

INDEX TO FINANCIAL STATEMENTS

 

  Page
Unaudited Consolidated Financial Statements  
   
Condensed Consolidated Balance Sheets as of December 31, 2019 and March 31, 2019 F-19
   
Condensed Consolidated Statements of Operations and Comprehensive Income for three and nine months ended December 31, 2019 and 2018 F-20
   
Consolidated Statements of Changes in Stockholders’ Equity F-21
   
Consolidated Statements of Cash flows for nine months ended December 31, 2019 and 2018 F-22
   
Notes to Consolidated Financial Statements F-23 – F-33

 

 F-18 
 

 

QUESTCORP GLOBAL INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2019 and MARCH 31, 2019

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

   December 31, 2019    March 31, 2019  
   (Unaudited)   (Audited)  
ASSETS               
CURRENT ASSETS               
Accounts receivables  $ 72,141     $ 85,873  
Other receivables, prepayments and deposits  $ 12,818     $ 35,270  
Amount due from related parties  $ 73,918     $ 288,056  
Cash and cash equivalents  $ 14,572     $ 36,304  
Total Current Assets  $ 173,449     $ 445,503  
                
NON-CURRENT ASSETS               
Plant and equipment, net  $ 254,002     $ 145,853  
Operating lease right-of-use assets, net   $ 203,401     $ -  
Investment, net  $ 12,718     $ 12,741  
Total Non-Current Assets  $ 470,121     $ 158,594  
                
TOTAL ASSETS  $ 643,570     $ 604,097  
                
LIABILITIES AND STOCKHOLDERS’ EQUITY               
CURRENT LIABILITIES               
Accounts payables  $ 179,555     $ 82,887  
Other payables and accrued liabilities  $ 268,513     $ 210,468  
Operating lease liabilities, current   $ 51,062     $ -  
Deferred Income, net  $ 232,387     $ 127,403  
Amount due to a director   $ 33,265     $ 7,998  
Amount due to related parties     68,931       6,075  
Total Current Liabilities  $ 833,713     $ 434,831  
                
NON-CURRENT LIABILITY                
Operating lease liabilities, non-current   $ 152,339     $ -  
                
TOTAL LIABILITIES  $ 986,052     $ 434,831  
                
STOCKHOLDERS’ EQUITY               
Preferred stock, $0.0001 par value, 200,000,000 shares authorised, None issued and outstanding    -       -  
Common stock, $0.0001 par value, 600,000,000 shares authorised, 112,085,000 as of December 31, 2019 and March 31, 2019.   $ 11,209     $ 11.209  
Additional paid-in capital  $ 1,328,041     $ 1,328,041  
Accumulated other comprehensive loss  $ (62,270 )   $ (52,401 )
Accumulated losses  $ (1,602,141 )   $ (1,101,017 )
Non-controlling interest  $ (17,321 )   $ (16,566 )
TOTAL STOCKHOLDERS’ EQUITY  $ (342,482 )   $ 169,266  
                
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY  $ 643,570     $ 604,097  

 

See accompanying notes to consolidated financial statements.

 

 F-19 
 

 

QUESTCORP GLOBAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

FOR THE THREE MONTHS AND NINE MONTHS ENDED DECEMBER 31, 2019 AND 2018

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

   Nine Months Ended
December 31
   Three Months Ended
December 31
 
   2019     2018     2019     2018  
                        
REVENUE  $ 246,666     $ 980,524     $ 100,845     $ 385,470  
                                
COST OF REVENUE    (209,113 )     (422,399 )     (57,646 )     (163,550 )
                                
GROSS PROFIT    37,553       558,125       43,199       221,920  
                                
OTHER INCOME    12,655       22,337       4,388       3,765  
                                
SELLING AND DISTRIBUTION EXPENSES    (291 )     (452 )     (80 )     (130 )
                                
ADMINISTRATIVE  EXPENSES    (551,905 )     (764,845 )     (142,925 )     (274,809 )
                                
OTHER OPERATING  EXPENSES    -       -       -       -  
                                
LOSS BEFORE INCOME TAX    (501,988 )     (184,835 )     (95,418 )     (49,254 )
                                
INCOME TAX PROVISION    -       -       -       -  
                                
NET LOSS  $ (501,988 )   $ (184,835 )   $ (95,418 )   $ (49,254 )
                                
Net loss attributable to non-controlling interest    864       14,252       -       -  
                                
NET LOSS ATTRIBUTABLE TO COMPANY    (501,124 )     (170,583 )     (95,418 )     (49,254 )
                                
Other comprehensive expenses:                               
- Foreign currency translation adjustment    (9,760 )     (31,514 )     (17,130 )     (45,195 )
- attributable to non-controlling interest    (109 )     (569 )     194       -  
TOTAL COMPREHENSIVE LOSS ATTRIBUTABLE TO THE COMPANY  $ (510,993 )   $ (202,666 )   $ (112,354 )   $ (94,449 )
                                
Per share- Basic and diluted  $ (0.004 )   $ (0.002 )   $ (0.001 )   $ (0.000 )
                                
Weighted average number of common shares outstanding - Basic and diluted    112,085,000       112,085,000       112,085,000       112,085,000  

 

See accompanying notes to consolidated financial statements.

 

 F-20 
 

 

QUESTCORP GLOBAL INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED DECEMBER 31, 2019

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

    COMMON STOCK     ADDITIONAL     ACCUMULATED COMPREHENSIVE     ACCUMULATED     NON        
    Number of Shares     Amount     PAID-IN CAPITAL    

INCOME/

(LOSS)

    INCOMES/ (LOSSES)     CONTROLING INTEREST     TOTAL EQUITY  
                                           

Balance April 1, 2018 (restated)

    112,085,000     $ 11,209     $ 1,328,041     $ (26,761)     $ (613,294 )   $ (2,612 )   $ 696,583  
                                                         
Net loss     -       -       -       -       (170,583 )     (14,252 )     (184,835)  
                                                         
Foreign currency translation adjustment     -       -       -       (32,083)       -       569       (31,514)  

Balance, December 31, 2018

    112,085,000     $ 11,209     $ 1,328,041     $ (58,844)     $ (783,877 )   $ (16,295 )   $ 480,234  
                                                         
Net loss     -       -       -       -       (317,140 )     (361)       (317,501)  
                                                         
Foreign currency translation adjustment       -     -       -       6,443       -       90       6,533  

Balance, March 31, 2019

    112,085,000     $ 11,209     $ 1,328,041     $ (52,401)      $ (1,101,017)     $ (16,566)     $ 169,266  
                                                         
Net loss                       -       (501,124 )     (864 )     (501,988 )
                                                         
Foreign currency translation adjustment                       (9,869)       -       109       (9,760)  
Balance, December 31, 2019     112,085,000     $ 11,209     $ 1,328,041     $ (62,270 )    $ (1,602,141 )   $ (17,321)     $ (342,482)  

 

See accompanying notes to consolidated financial statements.

 

 F-21 
 

 

QUESTCORP GLOBAL INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2019 AND 2018

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

 

   Nine Months Ended December 31 
   2019     2018  
CASH FLOWS FROM OPERATING ACTIVITIES:               
Net loss  $ (501,988 )   $ (184,835 )
Adjustments to reconcile net loss to net cash used in operating activities:               
Depreciation and amortization     62,132       19,877  
Unrealised foreign exchange loss     888       -  
                
Changes in operating assets and liabilities:               
Accounts payables    94,555       13,536  
Accounts receivables    13,668       (86,612 )
Amount due from related parties     213,610       16,700  
Other receivables, prepayments and deposits    13,198       (3,922 )
Other payables and accrued liabilities    67,408       132,826  
Amount due to related parties    62,867       2,894  
Amount due to a director    -       29,429  
Deferred income    105,218       (105,642 )
Changes in operating lease liability     (36,265 )     -  

Cash provided by/(used in) operating activities

    95,291       (165,749 )
Taxation paid    -       -  
Net cash provided by/(used in) operating activities    95,291       (165,749 )
                
CASH FLOWS FROM INVESTING ACTIVITIES:               
Purchase of plant and equipment    (134,623 )     (8,264 )
Investment    244       (12,647 )
Net cash used in investing activities    (134,379 )     (20,911 )
                
CASH FLOWS FROM FINANCING ACTIVITIES:               
Advances from directors    25,258          
Net cash provided by financing activities    25,258       -  
                
Effect of exchange rate changes on cash and cash equivalent    (7,902 )     (9,455 )
                
Net increase in cash and cash equivalents    (21,732 )     (196,115 )
Cash and cash equivalents, beginning of period    36,304       303,796  
CASH AND CASH EQUIVALENTS, END OF PERIOD  $ 14,572     $ 107,681  
                
SUPPLEMENTAL CASH FLOWS INFORMATION               
Income taxes paid  $ -     $ -  
Interest paid  $ -     $ -  

 

See accompanying notes to consolidated financial statements.

 

 F-22 
 

 

QUESTCORP GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2019

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

 

1. ORGANIZATION AND BUSINESS BACKGROUND

 

Questcorp Global Inc., is organized as a Nevada limited liability company, incorporated on January 20, 2016. For purposes of financial statement presentation, Questcorp Global Inc. and its subsidiaries are herein referred to as “the Company” or “we”. The purpose of the Company and its subsidiaries is to provide coaching, consultancy, training and mentorship to clients through wholly owned subsidiaries. Our programs include, but are not limited to, helping clients to create multiple sources of income and gaining financial independence and training and coaching individuals to be competent Professional Trainers.

 

We have conducted our business through Quest Masteryasia Group Sdn. Bhd., a private limited liability company, incorporated in Malaysia. Quest International Group Limited, incorporated in Seychelles, is an investment holding company with 100% equity interest in Quest HK Limited, a company incorporated in Hong Kong, which in subsequent hold 100% equity interest in Quest Masteryasia Group Sdn. Bhd. On January 20, 2016, Questcorp Global Inc. was incorporated as the holding company parent to, and succeed to the operations of, Quest International Group Limited. The former unit holder of Quest International Group Limited became the unit holder of Questcorp Global Inc. and Quest International Group Limited became a wholly-owned subsidiary of Questcorp Global Inc. This transaction was accounted for as a transaction among entities under common control and the assets, liabilities, revenues and expenses of Quest International Group Limited were carried over to and combined with Questcorp Global Inc. at historical cost, and as if the transfer occurred at the beginning of the period. Prior periods have been reclassified to furnish comparative figures.

 

On September 4, 2017, Quest HK Limited incorporated Questcorp Australia Pty Ltd, a Private Limited company incorporated in Victoria, Australia, with an interest of 51% in the subsidiary.

 

On November 18, 2019, the Company incorporated Morgan Capital Asset Management Ltd, a wholly owned subsidiary in Labuan, Malaysia, as an investment holding company.

 

The Company, through its subsidiaries, mainly provide coaching, consultancy, training and mentorship services.

 

Details of the Company’s subsidiaries:

 

  Company name  Place and date of incorporation  Particulars of issued capital  Principal activities  Proportional of ownership interest and voting power held
               
1. Quest International Group Limited  Seychelles
January 20, 2016
  1 share of ordinary share of US$1 each  Investment holding, coaching and consultancy   100%
               
2. Quest HK Limited  Hong Kong,
January 19, 2016
  1 share of ordinary share of HK$1 each  Coaching, consultancy, training and mentorship  100%
               
3. Quest Masteryasia Group
Sdn. Bhd.
  Malaysia,
March 21, 2016
  10 shares of ordinary share of RM 1 each  Coaching, consultancy, training and mentorship  100%
               
4. Questcorp Australia Pty Ltd  Australia,
September 04, 2017
  100 shares of ordinary share of AU$1 each  Providing Money Mastery Mentorship Program & Certified Professional Training Program   51%
               
5. Morgan Capital Asset Management Ltd   Labuan
November 8, 2019
  1,000 shares of ordinary share of RM1 each   Investment holding   100%

 

Questcorp Global Inc. and its subsidiaries are hereinafter referred to as the “Company”.

 

 F-23 
 

 

QUESTCORP GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2019

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The accompanying condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements and notes.

 

Basis of presentation

 

These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

 

The Company has adopted its fiscal year-end to be March 31.

 

Basis of consolidation

 

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All inter-company accounts and transactions have been eliminated upon consolidation.

 

Use of estimates

 

Management uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheets, and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates.

 

Cash and cash equivalents

 

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.

 

Plant and equipment

 

Plant and equipment are stated at cost less accumulated depreciation and impairment. Depreciation of plant and equipment are calculated on the straight-line method over their estimated useful lives as follows:

 

Classification  Estimated useful lives
Computer  2.5 years
Office equipment  10 years
Furniture & fittings  10 years
Office renovations 

Over lease term

Signage   10 years

 

Expenditures for maintenance and repairs are expensed as incurred.

 

Trade receivables

 

Trade receivables represent outstanding payment from customers for services that have been rendered.

 

Deferred income

 

Deferred income represent fees received in full and in advance for services which have not yet been performed. Deferred income is classified on the consolidated balance sheet as current liability. The advance fee received will be recognized as revenue in Income Statement once the obligations to perform and to render the services have commenced or discharged.

 

Refundable deposits

 

Refundable deposits represent fee received in advance in partial basis for services which have not yet been performed. These refundable deposits will remain refundable for 2 years. In certain circumstances, fee for services not fully receive in 2 years, deposit received will be forfeited and hence, will be recognized to Income Statement as Other Income. Refundable deposits is classified on the consolidated balance sheet as current liability. 

 

 F-24 
 

 

QUESTCORP GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2019

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

Cost of revenue

 

Cost of revenue includes the workshop cost, trainers fees, partners share and all other costs that are directly attributable to the workshop.

 

Expenses

 

Expenses is primarily comprised of salary of staff and directors, travelling and accommodation, transportation fees such as petrol, toll and parking.

 

Revenue recognition

 

In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its customers.

 

Revenue from the provision of services is recognized when the workshop is completed and there are no continuing obligations to the customer. Revenue is recorded net of sales discounts, returns, allowances, and other adjustments that are based upon management’s best estimates and historical experience and are provided for in the same period as the related revenues are recorded. Based on limited operating history, management estimates that there was no sales return for the period reported.

 

Income taxes

 

Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC Topic 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

 

The Company conducts major businesses in Malaysia and is subject to tax in this jurisdiction. As a result of its business activities, the Company will file tax returns that are subject to examination by the foreign tax authority.

 

Going Concern

 

The accompanying financial statements have been prepared on a going concern basis of acounting, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.

 

For the nine months period ended December 31, 2019, the Company has generated revenue of $246,666 and continuously incurred a net loss of $501,988. As of December 31, 2019, the Company suffered an accumulated deficit of $1,602,141. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and the classification of liabilities that may result in the Company not able to continue as a going concern.

 

The Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support from its shareholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stock holders, in the case of equity financing.

 

Net income/(loss) per share

 

The Company calculates net income/(loss) per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income/(loss) per share is computed by dividing the net income/(loss) by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic income/(loss) 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.

 

 F-25 
 

 

QUESTCORP GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2019

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

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 Condensed Consolidated Statements of Operations and Comprehensive Income.

 

The reporting currency of the Company is United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$. In addition, the Company’s subsidiary in Malaysia maintains its books and record in its local currency, Ringgit Malaysia (“RM”), which is functional currency as being the primary currency of the economic environment in which the entity operates.

 

In general, for consolidation purposes, assets and liabilities of its subsidiaries 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 stockholders’ equity.

 

Translation of amounts from RM into US$1 and HK$1 into US$1 have been made at the following exchange rates for the respective periods:

 

   As of and for the   As of and for the 
   period ended   year ended 
   December 31, 2019    March 31, 2019  
Period-end RM : US$1 exchange rate    4.09250      4.08500  
Period-average RM : US$1 exchange rate    4.16140      4.16140  
Period-end US$ : HK$1 exchange rate    0.12813      0.12740  
Period-average US$ : HK$1 exchange rate    0.12769      0.12752  
Period-end US$ : AU$1 exchange rate    0.68874      0.70787  
Period-average US$ : AU$1 exchange rate    0.61874      0.72939  

 

Fair value of financial instruments:

 

The carrying value of the Company’s financial instruments: cash and cash equivalents, and accounts payable and approximate at their fair values because of the short-term nature of these financial instruments.

 

The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

 

  Level 1: Observable inputs such as quoted prices in active markets;
   
  Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
   
 

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

 

 F-26 
 

 

QUESTCORP GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2019

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

Related parties

 

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

 

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 financial statements. For the nine months ended December 31, 2019, the Company operates in one reportable operating segment in Malaysia.

 

Leases

 

Prior to April 1, 2019, the Company accounted for leases under ASC 840, Accounting for Leases. Effective April 1, 2019, the Company adopted the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases. The implementation of ASC 842 did not have a material impact on the Company’s consolidated financial statements and did not have a significant impact on our liquidity. The Company adopted ASC 842 using a modified retrospective approach. As a result, the comparative financial information has not been updated and the required disclosures prior to the date of adoption have not been updated and continue to be reported under the accounting standards in effect for those periods (see Note 13).

 

Recent accounting pronouncements

 

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do 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.

 

The Company officially adopted ASC 842 for the period on and after April 1, 2019 as permitted by ASU 2016-02. ASC 842 originally required all entities to use a “modified retrospective” transition approach that is intended to maximize comparability and be less complex than a full retrospective approach. On July 30, 2018, the FASB issued ASU 2018-11 to provide entities with relief from the costs of implementing certain aspects of the new leasing standard, ASU 2016-02 of which permits entities may elect not to recast the comparative periods presented when transitioning to ASC 842. As permitted by ASU 2018-11, the Company elect not to recast comparative periods, thusly.

 

 F-27 
 

 

QUESTCORP GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2019

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

3. PLANT AND EQUIPMENT

 

   Period Ended   Year Ended 
   December 31, 2019    March 31, 2019  
   (Unaudited)   (Audited)  
Software development (Work-In-Progress)  $ 137,881    $ 3,427  
Computer  $ 32,612    $ 32,607  
Office equipment  $ 89,270    $ 40,641  
Furniture and fittings  $ 14,982    $ 15,009  
Office renovations  $ 40,664    $ 89,434  
Signage   $ 3,479     $ 3,486  
Platform   $ 12,066     $ 11,977  
Total plant and equipment  $ 330,954    $ 196,601  
Total accumulated depreciation  $ (76,952 )  $ (50,748 )
Plant and equipment, net  $

254,002

   $

145,853

 

 

Depreciation expense for the nine months ended December 31, 2019 and year ended March 31, 2019 were $25,866 and $37,236 respectively.

 

4. INVESTMENT

 

   Period Ended   Year Ended 
   December 31, 2019    March 31, 2019  
   (Unaudited)   (Audited)  
Money Compass Media (M) Sdn Bhd  $ 12,240     $ 12,240  
Natural Health Farm Holdings Inc   $

501

   $

501

 

Effect of translation exchange

  $ (23 )   $ -  
   $ 12,718     $ 12,741  

 

During the year ended March 31, 2019, the Company acquire 3,401 shares in Money Compass Media (M) Sdn Bhd and 500,000 shares in Natural Health Farm Holdings Inc with equity interest less than 1%.

 

5. DEFERRED INCOME

 

   Period Ended   Year Ended 
   December 31, 2019    March 31, 2019  
   (Unaudited)   (Audited)  
Certified Professional Training (CPT)  $ 127,775    $ 51,499  
Money Mastery Mentorship Program (MMMP)   $ 59,451     $ 72,877  
Wealth Advisor Investors (ADAM KHOO)  $ 43,905    $ 1,389  
Building Smart Business  $ -    $ 379  
Stocktrading Mentorship Program   $ 1,256    $ 1,259  
Total deferred income  $ 232,387    $ 127,403  

 

As of December 31, 2019 and March 31, 2019, total deferred income represent fee fully received in advance from participants during enrollment for respective courses and program amounted to $232,387 and $127,403 respectively.

 

The following table set forth the duration for and services individuals received from each program.

 

Program Name   Description   Duration
Certified Professional Trainer (CPT)  

- A dynamic career development program designed to provide a range of skills needed to become a professional trainer.

 

- Each CPT is able to reap the below benefits:

· Run training programs that would deliver measurable results

· Able to choose the most appropriate and suitable training methods to achieve self-training and development objectives

· Be more innovative in designing the training class to make it more interesting and captivating

· Capable in handling sensitive issues and difficult situations when organizing future training

· Map out a personal branding strategy that is unique and would position that person in a crowded market place

· Create a niche position for the participant in the training market so that he or she can penetrate the market easily

· Develop a personal marketing plan that will map out the strategies to be a successful professional trainer

 

  6 days
Money Mastery Mentorship   - An online learning portal that is designed to help individuals to achieve financial independence through a unique, personalized wealth creation system, designed according to individual’s passion and strength.
 
- Each individual will learn:
I. Secrets To Create Multiple Sources Of Income
II. Money Mastery Income Acceleration Program
III. Live Session – Money Mastery Boot Camp
  3 days
Wealth Academy Investor   - A comprehensive and practical investment camp designed to help individual to achieve financial freedom through the power of investing to generate multiple income streams and increase their net worth.
 
- Each individual will learn:
I. The Winning Psychology of Professional Investors
II. How To Turn News Into Explosive Profit Opportunities
III. Market & Sector Index Investing
IV. Value Investing: Warren Buffet’s Strategy
V. Momentum Investing
VI. Essentials Of Technical Analysis
  3 days

 

 F-28 
 

 

QUESTCORP GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2019

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

6. ACCOUNT RECEIVABLE

 

   Period Ended   Year Ended 
   December 31, 2019    March 31, 2019  
   (Unaudited)   (Audited)  
           
Account receivable  $ 72,141    $ 85,873  

 

As of December 31, 2019 and March 31, 2019, account receivable represent outstanding payment from participants that have attended the workshops amounted to $72,141 and $85,873 respectively.

 

7. OTHER RECEIVABLES, PREPAYMENTS & DEPOSITS

 

   Period Ended   Year Ended 
   December 31, 2019    March 31, 2019  
   (Unaudited)   (Audited)  
               
Deposits  $ -    $ 2,260  
Other receivables  $ 12,818    $ 27,727  
Prepayments  $ -    $ 5,283  
Total other receivables, prepayments and deposits  $

12,818

   $

35,270

 

 

As of December 31, 2019 and March 31, 2019, other receivables represent outstanding payment from participants during enrolment for courses and program amounted to $12,818 and $27,727 respectively.

 

8. OTHER PAYABLES AND ACCRUED LIABILITIES

 

   Period Ended   Year Ended 
   December 31, 2019    March 31, 2019  
   (Unaudited)   (Audited)  
               
Other payables  $

191,819

   $

120,970

 
Accruals  $ 76,694    $ 89,498  
Total payables and accrued liabilities  $

268,513

   $

210,468

 

 

As of December 31, 2019 and March 31, 2019, other payables consist of refundable deposits payables to participants amounted to $76,686 and $36,201 respectively.

 

9. AMOUNT DUE TO A DIRECTOR

 

The amount due to the Directors are unsecured, interest-free and has no fixed terms of repayment.

 

10. AMOUNT DUE TO RELATED PARTIES

 

   Period Ended   Year Ended 
   December 31, 2019    March 31, 2019  
   (Unaudited)   (Audited)  
Due to related parties  $ 68,931    $ 6,075  

 

The amount due to the related parties are unsecured, interest-free and has no fixed terms of repayment.

 

11. INCOME TAX

 

For the nine months ended December 31, 2019 and 2018, the local (United States) and foreign components of income/(loss) before income taxes were comprised of the following:

 

   Nine Months Ended   Nine Months Ended 
   December 31, 2019    December 31, 2018  
Tax jurisdictions from:        
- Local  $ (12,961 )  $ (25,334 )
- Foreign, representing:              
Labuan   $ (2,115 )   $ -  
Seychelles  $ (1,600 )  $ 213,305  
Hong Kong  $ (2,758 )  $ (15,061 )
Malaysia  $ (480,792 )  $ (328,659 )
Australia  $ (1,762 )  $ (29,086 )
Loss before income tax  $ (501,988 )  $ (184,835 )

 

The provision for income taxes consisted of the following:

 

    Nine Months Ended    

Nine Months Ended

 
    December 31, 2019     December 31, 2018  
Current:          
- Local  $-   $- 
- Foreign   -    - 
Deferred:          
- Local  $-   $- 
- Foreign   -    - 
Income tax expense  $-   $- 
           

 

 F-29 
 

 

QUESTCORP GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2019

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

11. INCOME TAX (CONT’D)

 

The following table sets forth the significant components of the aggregate deferred tax assets of the Company for the period ended December 31, 2019 and 2018:

 

   Period Ended
December 31, 2019
   Year Ended
March 31, 2019
 
Deferred tax assets:              
Net operating profit/(loss) carry forwards              
-United States of America  $ (37,238 )  $ (34,516 )
-Labuan   $ (63 )     -  
-Hong Kong  $ (4,247 )  $ (3,792 )
-Malaysia  $ (285,857 )  $ (198,315 )
-Australia  $ (10,182 )  $ (9,698 )
     (337,587 )     246,321  
Less: valuation allowance  $

337,587

   $ (246,321 )
Deferred tax assets  $ -    $ -  

 

The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company has subsidiaries that operate in various countries: Labuan, Seychelles, Hong Kong, Malaysia, and Australia that are subject to taxes in the jurisdictions in which they operate, as follows:

 

United States of America

 

The Company is registered in the State of Nevada and is subject to the tax laws of the United States of America. As of December 31, 2019, the operations in the United States of America incurred $177,325 of cumulative net operating losses which can be carried forward to offset future taxable income, at the tax rate of 21%. The net operating loss carry forwards begin to expire in 2038, if unutilized. The Company has provided for a full valuation allowance of $37,238 against the deferred tax assets on the expected future tax benefits from the net operating loss carry forwards as the management believes it is more likely than not that these assets will not be realized in the future.

 

Labuan

 

Under the current laws of the Labuan, Morgan Capital Asset Management Ltd is governed under the Labuan Business Activity Act, 1990. The tax charge for such company is based on 3% of net audited profit. As of December 31, 2019, the operations in Labuan incurred $2,115 of cumulative net operating losses which can be carried forward to offset future taxable income, at the tax rate of 3%. The Company has provided for a full valuation allowance of $63 against the deferred tax assets on the expected future tax benefits from the net operating loss carry forwards as the management believes it is more likely than not that these assets will not be realized in the future

 

Seychelles

 

Under the current laws of the Seychelles, Quest International Group Limited is registered as an international business company which governs by the International Business Companies Act of Seychelles and there is no income tax charged in Seychelles.

 

Hong Kong

 

Quest HK Limited is subject to Hong Kong Profits Tax, which is charged at the statutory income tax rate of 16.5% on its assessable income. As of December 31, 2019, the operations in the Hong Kong incurred $25,740 of cumulative net operating losses which can be carried forward to offset future taxable income, at the tax rate of 16.5%. The Company has provided for a full valuation allowance of $4,247 against the deferred tax assets on the expected future tax benefits from the net operating loss carry forwards as the management believes it is more likely than not that these assets will not be realized in the future.

 

Malaysia

 

Quest Masteryasia Group Sdn Bhd is subject to Malaysia Corporate Tax, which is charged at the statutory income tax rate range from 18% to 24% on its assessable income. As of December 31, 2019, the operations in the Malaysia incurred $1,582,541 of cumulative net operating losses which can be carried forward to offset future taxable income, at the tax rate of 18%. The Company has provided for a full valuation allowance of $284,857 against the deferred tax assets on the expected future tax benefits from the net operating loss carry forwards as the management believes it is more likely than not that these assets will not be realized in the future.

 

Australia

 

Questcorp Australia Pty Ltd is subject to the Corporate Income Tax governed by the Australia Taxation Authority. As of December 31, 2019, the operations in the Australia incurred $37,026 of cumulative net operating losses which can be carried forward to offset future taxable income, at the tax rate of 27.5%. The Company has provided for a full valuation allowance of $10,182 against the deferred tax assets on the expected future tax benefits from the net operating loss carry forwards as the management believes it is more likely than not that these assets will not be realized in the future.

 

 F-30 
 

 

QUESTCORP GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2019

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

12. CONCENTRATIONS OF RISK

 

The Company is exposed to the following concentrations of risk:

 

(a) Major customers

 

The company did not have any major customers which constitute 100% of the Company’s revenues of accounts receivable for the nine months ended December 31, 2019.

 

(b) Major vendors

 

The company did not have any major suppliers which constitute 100% of the Company’s purchases of accounts payable for the nine months ended December 31, 2019.

 

(c) Exchange rate risk

 

The Company cannot guarantee that the current exchange rate will remain stable, therefore there is a possibility that the Company could post the same amount of profit and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of RM converted to US$, HK$ converted into US$ and AU$ converted into US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.

 

13. OPERATING LEASES

 

The Company officially adopted ASC 842 for the period on and after April 1, 2019 as permitted by ASU 2016-02. ASC 842 originally required all entities to use a “modified retrospective” transition approach that is intended to maximize comparability and be less complex than a full retrospective approach. On July 30, 2018, the FASB issued ASU 2018-11 to provide entities with relief from the costs of implementing certain aspects of the new leasing standard, ASU 2016-02 of which permits entities may elect not to recast the comparative periods presented when transitioning to ASC 842. As permitted by ASU 2018-11, the Company elect not to recast comparative periods, thusly.

 

As of April 1, 2019, the Company recognized approximately US$240,718, lease liability as well as right-of-use asset for all leases (with the exception of short-term leases) at the commencement date. Lease liabilities are measured at present value of the sum of remaining rental payments as of April 1, 2019, with discounted rate of 4.325% adopted, being the average of Malayan Banking (Maybank) Berhad’s (Maybank) effective lending rate of 4.20% and OCBC Bank Berhad’s (OCBC) effective lending rate of 4.45%, as a reference for discount rate, as Maybank and OCBC are the principal bankers of the Company.

 

A single lease cost is recognized over the lease term on a generally straight-line basis. All cash payments of operating lease cost are classified within operating activities in the statement of cash flows.

 

The initial recognition of operating lease right and lease liability as follow:

 

Gross lease payable   $ 264,382  
Less: imputed interest   $ (23,664 )
Initial recognition as of April 1, 2019   $ 240,718  

 

As of 31 December 2019, operating lease right of use asset as follow:

 

Initial recognition as of April 1, 2019   $ 240,718  
Effect of translation exchange   $ (441 )
Accumulated amortisation   $ (36,876 )
Balance as of December 31, 2019   $ 203,401  

 

As of 31 December 2019, operating lease liability as follow:

 

Initial recognition as of April 1, 2019   $ 240,718  
Effect of translation exchange   $ (441 )
Less: gross repayment   $ (43,983 )
Add: imputed interest   $ 7,107  
Balance as of December 31, 2019   $ 203,401  
Less: lease liability, current   $ (51,062 )
Lease liability, non-current   $ 152,339  

 

For the three and nine months ended December 31, 2019, the amortization of the operating lease right of use asset are $12,219 and $36,265 respectively. As the Company adopt ASC 842 on and after April 1, 2019, the Company did not incur nor accrue any amortization of operating lease right of use asset for the three and nine months ended December 31, 2018.

 

Maturities of operating lease obligation as follow:

 

Year ending        
March 31, 2020 (3 months)   $ 12,560  
March 31, 2021   $ 51,616  
March 31, 2022   $ 53,894  
March 31, 2023   $ 56,271  
March 31, 2024   $ 29,060  
Total   $ 203,401  

 

Other information:

 

    Nine Months Ended     Nine Months Ended  
    December 31, 2019     December 31, 2018  
    (Unaudited)     (Unaudited)  
Cash paid for amounts included in the measurement of lease liabilities:                
Operating cash flow from operating lease   $ 36,265     $ -  
Right-of-use assets obtained in exchange for operating lease liabilities   $ 203,401     $ -  
Remaining lease term for operating lease (years)     3.75       -  
Weighted average discount rate for operating lease     4.325 %     -  

 

Lease expenses were $43,241 during the nine months ended December 31, 2019. As the Company adopted ASC 842 on and after April 1, 2019, the Company did not incur nor accrue any lease expenses for the nine months ended December 31, 2018.

 

 F-31 
 

 

QUESTCORP GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2019

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

14. RELATED PARTY TRANSACTIONS

 

Related parties are entities with common direct or indirect shareholders and/or directors. Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the party in making financial and operating decisions. The amount due from related parties is unsecured, interest-free and has no fixed terms of repayment.

 

The amount charged by related parties are as follows:

 

  

Nine Months Ended

   Year Ended 
   December 31, 2019    March 31, 2019  
   (Unaudited)   (Audited)  
Accounting fees  $ 537    $ 15,256  
Secretary fees  $ 163    $ 2,712  
Payroll charges  $ 3,715    $ 4.506  
Management fees  $ -    $ 1,558  
Trainer fees - See Kok Chong  $ 3,605    $ 52,228  
Director fees - See Kok Chong  $ 15,573    $ 34,530  
Office rental  $ 43,241    $ 53,999  
Professional fees  $ 7,521    $ 15,741  
   $ 74,355    $ 180,530  

 

The amount due from related parties are as follows:

 

   Period Ended   Year Ended 
   December 31, 2019    March 31, 2019  
   (Unaudited)   (Audited)  
Masteryasia (M) Sdn Bhd  $ -    $ 209,859  
Quest Consulting Ltd  $ 10,711    $ 9,715  
Castlefield Realty International Holdings Sdn Bhd  $ 59,599    $ 66,348  
Bluesky Oasis Sdn Bhd  $ -    $ 1,224  
Quest Management Consulting (Shanghai) Co Ltd  $ 350    $ 351  
Castlefield Realty International Sdn Bhd  $ 117    $ 118  
Ilham Trading International Sdn Bhd  $ -    $ 215  
BetterBlue Sdn Bhd  $ 392    $ -  
Speedprop Global Sdn Bhd  $ 2,522    $ -  
Others  $ 227    $ 226  
   $ 73,918    $ 288,056  

 

The amount due to related parties are as follows:

 

   Period Ended   Year Ended 
   December 31, 2019    March 31, 2019  
   (Unaudited)   (Audited)  
LifeChamp Sdn Bhd  $ 508    $ 57  
Masteryasia (M) Sdn Bhd  $ 42,747    $ 994  
Quest Services Sdn Bhd  $ 626    $ 427  
Quest Learning Sdn Bhd  $ 20,931    $ 2,665  
QSC Asia Sdn Bhd           1,932  
Castlefield Global Sdn Bhd  $ 139    $ -  
Speedprop Global Sdn Bhd  $ 3,940    $ -  
Inpromastery Sdn Bhd  $ 40    $ -  
   $ 68,931    $ 6,075  

 

 F-32 
 

 

15. SUBSEQUENT EVENTS

 

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2019 up through the date March 16, 2020 was the Company has presented these unaudited condensed consolidated financial statements. During the period, the Company did not have any material recognizable subsequent events.

 

 F-33 
 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

 

The estimated costs of this offering (assuming all shares are sold) are as follows:

 

SEC Registration Fee  $510 
Auditor Fees  $10,000 
Legal Fees  $8,000 
EDGAR Fees  $3,500 
Transfer Agent Fees  $5,000 
TOTAL  $27,010 

 

(1) All amounts are estimates, other than the SEC’s registration fee.

 

INDEMNIFICATION OF DIRECTOR AND OFFICERS

 

QUESTCORP GLOBAL INC.’s Bylaws allow for the indemnification of the Officer and/or Director in regards each such person carrying out the duties of his or her office. The Board of Directors will make determination regarding the indemnification of the Director, Officer or employee as is proper under the circumstances if she has met the applicable standard of conduct set forth under the Nevada Revised Statutes.

 

As to indemnification for liabilities arising under the Securities Act of 1933, as amended, for a Director, Officer and/or person controlling QUESTCORP GLOBAL INC., we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy and unenforceable.

 

RECENT SALES OF UNREGISTERED SECURITIES

 

Since inception, the Registrant has sold the following securities to the three Affiliate Officers and Directors and 83 Non-Affiliate shareholders listed below that were not registered under the Securities Act of 1933, as amended.

 

On January 20, 2016, See Kok Chong subscribed 100,000 shares of our restricted common stock, at par value of $0.0001, as founder of QUESTCORP GLOBAL INC.

 

On January 20, 2016, See Kok Chong was appointed as members of our Board of Directors. See Kok Chong was also appointed as president, secretary and treasurer.

 

On January 20, 2016, See Kok Chong was appointed as Chief Executive Officer

 

On September 2, 2016, See Kok Chong, Manndis Holdings Sdn. Bhd. and Greenpro Asia Strategic SPC subscribed 81,900,000, 5,000,000 and 18,000,000 shares of our restricted common stock respectively, each with a par value of $0.0001 per share, from the Company. The $10,490 in proceeds went directly to the Company as working capital.

 

On December 2, 2016, we have issued an aggregate of 850,000 shares of our common stock to seven shareholders for a purchased price of $0.10 per share or for aggregate consideration of $85,000. The proceeds were used as working capital.

 

On December 10, 2016, we have issued an aggregate of 420,000 shares of our common stock to nine shareholders for a purchased price of $0.15 per share or for aggregate consideration of $63,000. The proceeds were used as working capital.

 

On December 17, 2016, we have issued an aggregate of 480,000 shares of our common stock to eight shareholders for a purchased price of $0.15 per share or for aggregate consideration of $72,000. The proceeds were used as working capital.

 

On December 20, 2016, we have issued an aggregate of 630,000 shares of our common stock to ten shareholders for a purchased price of $0.15 per share or for aggregate consideration of $94,500. The proceeds were used as working capital.

 

On December 30, 2016, we have issued an aggregate of 750,000 shares of our common stock to ten shareholders for a purchased price of $0.15 per share or for aggregate consideration of $112,500. The proceeds were used as working capital.

 

On January 30, 2017, we have issued an aggregate of 490,000 shares of our common stock to eight shareholders for a purchased price of $0.15 per share or for aggregate consideration of $73,500. The proceeds were used as working capital.

 

On February 27, 2017, we have issued an aggregate of 230,000 shares of our common stock to four shareholders for a purchased price of $0.15 per share or for aggregate consideration of $34,500. The proceeds were used as working capital.

 

47
 

 

On February 28, 2017, we have issued an aggregate of 150,000 shares of our common stock to four shareholders for a purchased price of $0.15 per share or for aggregate consideration of $22,500. The proceeds were used as working capital.

 

On August 18, 2017, we have issued an aggregate of 355,000 shares of our common stock to ten shareholders for a purchased price of $0.25 per share or for aggregate consideration of $88,750. The proceeds were used as working capital.

 

On August 23, 2017, we have issued an aggregate of 220,000 shares of our common stock to nine shareholders for a purchased price of $0.25 per share or for aggregate consideration of $55,000. The proceeds were used as working capital.

 

On September 5, 2017, we have issued an aggregate of 180,000 shares of our common stock to nine shareholders for a purchased price of $0.25 per share or for aggregate consideration of $45,000. The proceeds were used as working capital.

 

On September 12, 2017, we have issued an aggregate of 380,000 shares of our common stock to nine shareholders for a purchased price of $0.25 per share or for aggregate consideration of $95,000. The proceeds were used as working capital.

 

On October 10, 2017, we have issued an aggregate of 420,000 shares of our common stock to ten shareholders for a purchased price of $0.25 per share or for aggregate consideration of $105,000. The proceeds were used as working capital.

 

On October 12, 2017, we have issued an aggregate of 380,000 shares of our common stock to nine shareholders for a purchased price of $0.25 per share or for aggregate consideration of $95,000. The proceeds were used as working capital.

 

On October 16, 2017, we have issued an aggregate of 440,000 shares of our common stock to nine shareholders for a purchased price of $0.25 per share or for aggregate consideration of $110,000. The proceeds were used as working capital.

 

On October 26, 2017, we have issued an aggregate of 300,000 shares of our common stock to nine shareholders for a purchased price of $0.25 per share or for aggregate consideration of $75,000. The proceeds were used as working capital.

 

On November 6, 2017, we have issued an aggregate of 230,000 shares of our common stock to nine shareholders for a purchased price of $0.25 per share or for aggregate consideration of $57,500. The proceeds were used as working capital.

 

On November 10, 2017, we have issued an aggregate of 180,000 shares of our common stock to eight shareholders for a purchased price of $0.25 per share or for aggregate consideration of $45,000. The proceeds were used as working capital.

 

In regards to all of the above transactions we claim an exemption from registration afforded by Section 4(a)(2) and/or Regulation S of the Securities Act of 1933, as amended (“Regulation S”) for the above sales of the stock since the sales of the stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.

 

EXHIBITS

 

 

Exhibit

Number

  Description of Exhibit
       
  3.1   Articles of Incorporation of the Registrant
  3.2   Bylaws of the Registrant
  5.1   Form of Attorney’s Opinion and Consent
  10.1   Form of Subscription Agreement
  23.1   Consent of Independent Accounting Firm “Total Asia Associates”

 

48
 

 

UNDERTAKINGS

 

The undersigned Registrant hereby undertakes:

 

(a)(1) To file, during any period in which offers or sales of securities are being made, a post-effective amendment to this registration statement to:

 

(i) Include any Prospectus required by Section 10(a)(3) of the Securities Act of 1933;

 

(ii) To reflect in the Prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of Prospectus filed with the Commission pursuant to Rule 383(b) (ss.230.383(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

 

(iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

 

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

 

(i) If the registrant is subject to Rule 430C, each Prospectus filed pursuant to Rule 383(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than Prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or Prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or Prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or Prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

 

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

(i) Any preliminary Prospectus or Prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 383;

 

(ii) Any free writing Prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 

(iii)The portion of any other free writing Prospectus relating to the offering containing material information about the undersigned registrant or our securities provided by or on behalf of the undersigned registrant; and

 

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to our Directors, Officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

 

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our Directors, Officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our Directors, Officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.

 

49
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Malaysia, on March 16, 2020.

 

  QUESTCORP GLOBAL INC.
     
  By: /s/ See Kok Chong
  Name: See Kok Chong
  Title: Chief Executive Officer and Director
    (Principal Executive Officer, Principal Accounting
and Financial Officer and Director)

 

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.

 

Signature   Capacity in Which Signed   Date
         
/s/ See Kok Chong   Chief Executive Officer  

March 16, 2020

See Kok Chong  

(Principal Executive Officer, Financial

Officer and Director)

   

 

50

EX-3.1 2 ex3-1.htm

 

Exhibit 3.1

 

 

 

 
 

 

 

 

EX-3.2 3 ex3-2.htm

 

Exhibit 3.2

 

BY-LAWS

 

OF

 

QUESTCORP GLOBAL INC.

(a Nevada corporation)

 

ARTICLE I

 

CERTIFICATES OF STOCK

 

Section 1. Certificates Representing Stock. (a) Certificates representing stock in the corporation shall be signed by, or in the name of, the corporation by the Chairman or Vice-Chairman of the Board of Directors, if any, or by the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the corporation. Any or all the signatures on any such certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

 

(b) Whenever the corporation shall be authorized to issue more than one class of stock or more than one series of any class of stock, and whenever the corporation shall issue any shares of its stock as partly paid stock, the certificates representing shares of any such class or series or of any such partly paid stock shall set forth thereon the statements prescribed by the Nevada Revised Statutes. Any restrictions on the transfer or registration of transfer of any shares of stock of any class or series shall be noted conspicuously on the certificate representing such shares.

 

(c) The corporation may issue a new certificate of stock or uncertificated shares in place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Board of Directors may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate or uncertificated shares.

 

Section 2. Uncertificated Shares. Subject to any conditions imposed by the Nevada Revised Statutes, the Board of Directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of the stock of the corporation shall be uncertificated shares. Within a reasonable time after the issuance or transfer of any uncertificated shares, the corporation shall send to the registered owner thereof any written notice prescribed by the Nevada Revised Statutes.

 

Section 3. Fractional Share Interests. The corporation may, but shall not be required to, issue fractions of a share. If the Corporation does not issue fractions of a share, it shall (1) arrange for the disposition of fractional interests by those entitled thereto, (2) pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or (3) issue scrip or warrants in registered form (either represented by a certificate or uncertificated) which shall entitle the holder to receive a full share upon the surrender of such scrip or warrants aggregating a full share. A certificate for a fractional share or an uncertificated fractional share shall, but scrip or warrants shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon, and to participate in any of the assets of the Corporation in the event of liquidation. The Board of Directors may cause scrip or warrants to be issued subject to the conditions that they shall become void if not exchanged for certificates representing the full shares or uncertificated full shares before a specified date, or subject to the conditions that the shares for which scrip or warrants are exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of scrip or warrants, or subject to any other conditions which the Board of Directors may impose.

 

Section 4. Stock Transfers. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, transfers or registration of transfers of shares of stock of the corporation shall be made only on the stock ledger of the corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, if any, and, in the case of shares represented by certificates, on surrender of the certificate or certificates for such shares of stock properly endorsed and the payment of all taxes due thereon.

 

 
 

 

Section 5. Record Date For Stockholders. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining the stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by the Nevada Revised Statutes, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Nevada, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meeting of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the Nevada Revised Statutes, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

 

Section 6. Designation of Stocks. When the corporation is authorized to issue shares of more than one class or more than one series of any class, there shall be set forth upon the face or back of the certificate, or the certificate shall have a statement that the corporation will furnish to any stockholders upon request and without charge, a full or summary statement of the designations, preferences and relative, participating, optional or other special rights of the various classes of stock or series thereof and the qualifications limitations or restrictions of such rights, and, if the corporation shall be authorized to issue only special stock, such certificate shall set forth in full or summarized the rights of the holders of such stock. The voting powers, designations, preferences, limitations, restrictions, and relative, participating, optional and other rights, and the qualifications, limitations, or restrictions thereof, of the shares of any class of stocks, shall hereinafter be prescribed by resolution of the Board of Directors.

 

ARTICLE II

 

STOCKHOLDERS

 

Section 1. Meaning of Certain Terms. As used herein in respect of the right to notice of a meeting of stockholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of meeting, as the case may be, the term “share” or “shares” or “share of stock” or “shares of stock” or “stockholder” or “stockholders” refers to an outstanding share or shares of stock and to a holder or holders of record of outstanding shares of stock when the corporation is authorized to issue only one class of shares of stock, and said reference is also intended to include any outstanding share or shares of stock and any holder or holders of record of outstanding shares of stock of any class upon which or upon whom the articles of incorporation confers such rights where there are two or more classes or series of shares of stock or upon which or upon whom the Nevada Revised Statutes confers such rights notwithstanding that the articles of incorporation may provide for more than one class or series of shares of stock, one or more of which are limited or denied such rights thereunder; provided, however, that no such right shall vest in the event of an increase or a decrease in the authorized number of shares of stock of any class or series which is otherwise denied voting rights under the provisions of the articles of incorporation, except as any provision of law may otherwise require.

 

Section 2. Stockholder Meetings.

 

(a) Time. The annual meeting shall be held on the date and at the time fixed, from time to time, by the directors, provided that the first annual meeting shall be held on a date within thirteen months after the organization of the corporation, and each successive annual meeting shall be held on a date within thirteen months after the date of the preceding annual meeting. A special meeting shall be held on the date and at the time fixed by the directors.

 

(b) Place. Annual meetings and special meetings shall be held at such place, within or without the State of Nevada, as the directors may, from time to time, fix. Whenever the directors shall fail to fix such place, the meeting shall be held at the registered office of the corporation in the State of Nevada, the principal place of business, or a place designated by the resolution of Board of Directors.

 

(c) Call. Annual meetings and special meetings may be called by the directors or by any officer instructed by the directors to call the meeting.

 

 
 

 

(d) Notice or Waiver of Notice. Written notice of all meetings shall be given, stating the place, date, hour of the meeting and stating the place within the city or other municipality or community at which the list of stockholders of the corporation may be examined. The notice of an annual meeting shall state that the meeting is called for the election of directors and for the transaction of other business which may properly come before the meeting, and shall (if any other action which could be taken at a special meeting is to be taken at such annual meeting) state the purpose or purposes. The notice of a special meeting shall in all instances state the purpose or purposes for which the meeting is called. The notice of any meeting shall also include, or be accompanied by, any additional statements, information, or documents prescribed by the Nevada Revised Statutes. Except as otherwise provided by the Nevada Revised Statutes, a copy of the notice of any meeting shall be given, personally or by mail, not less than ten days nor more than sixty days before the date of the meeting, unless the lapse of the prescribed period of time shall have been waived, and directed to each stockholder at his record address or at such other address which he may have furnished by request in writing to the Secretary of the corporation. Notice by mail shall be deemed to be given when deposited, with postage thereon prepaid, in the United States Mail. If a meeting is adjourned to another time, not more than thirty days hence, and/or place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the directors, after adjournment, fix a new record date for the adjourned meeting. Notice need not be given to any stockholder who submits a written waiver of notice signed by him before or after the time stated therein. Attendance of a stockholder at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, not the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice.

 

(e) Stockholder List. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city or other municipality or community where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the corporation, or to vote at any meeting of stockholders.

 

(f) Conduct of Meeting. Meetings of the stockholders shall be presided over by one of the following officers in the order of seniority and if present and acting-the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, a Vice-President, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the stockholders. The Secretary of the corporation, or in his absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present the Chairman of the meeting shall appoint a secretary of the meeting.

 

(g) Proxy Representation. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that is irrevocable and, if, and only as long as it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.

 

(h) Inspectors. The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If any inspector or inspectors are not appointed, the person presiding at the meeting may, but need not appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspectors at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots, or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots, or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question, or matter determined by him or them and execute a certificate of any fact found by him or them. Except as otherwise required by subsection (e) of Section 231 of the Nevada Revised Statutes, the provisions of that Section shall not apply to the corporation.

 

(i) Quorum. The holders of at least one third of the outstanding voting shares of stock shall constitute a quorum at a meeting of stockholders for the transaction of any business. Once a quorum is established at any meeting of the stockholders, the voluntary withdrawal of any stockholder from the meeting shall not affect the authority of the remaining stockholders to conduct any business which properly comes before the meeting. In the absence of a quorum, the chairman of the meeting or stockholders present at the meeting may adjourn the meeting from day to day or time to time without further notice other than announcement at such meeting of such date, time and place of the adjourned meeting. At an adjourned meeting of the stockholders at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally noticed.

 

 
 

 

(j) Voting. Each share of stock shall entitle the holder thereof to one vote. At each meeting of the stockholders, each stockholder entitled to vote thereat may vote in person or by proxy duly appointed by an instrument in writing subscribed by such stockholder. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Any other action shall be authorized by a majority of the votes cast except where the Nevada Revised Statutes prescribes a different percentage of votes and/or a different exercise of voting power, and except as may be otherwise prescribed by the provisions of the articles of incorporation and these Bylaws. In the election of directors, and for any other action, voting need not be by ballot.

 

Section 3. Stockholder Action Without Meetings. Any action required by the Nevada Revised Statutes to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Action taken pursuant to this paragraph shall be subject to the provisions of Section 78.320 of the Nevada Revised Statutes.

 

ARTICLE III

 

DIRECTORS

 

Section 1. Functions and Definition. The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors of the corporation. The Board of Directors shall have the authority to fix the compensation of the members thereof. The use of the phrase “whole board” herein refers to the total number of directors which the corporation would have if there were no vacancies. The business of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

 

Section 2. Qualifications and Number. A director need not be a stockholder, a citizen of the United States, or a resident of the State of Nevada. The initial Board of Directors shall not consist of less than 1 (one) person. Thereafter, the number of directors may be increased or decreased from time to time by action of the stockholders or of the directors.

 

Section 3. Election and Term. The first Board of Directors, unless the members thereof shall have been named in the articles of incorporation, shall be elected by the incorporator or incorporators and shall hold office until first annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Any director may resign at any time upon written notice to the corporation. Thereafter, directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting resignation or removal. Except as the Nevada Revised Statutes may otherwise require, in the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of directors and/or for the removal of one or more directors and for the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause or without cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole remaining director.

 

Section 4. Meetings.

 

(a) Time. Meetings shall be held at such time as the Board shall fix, except that the first meeting of a newly elected Board shall be held as soon after its election as the directors may conveniently assemble.

 

(b) Place. Meetings shall be held at such place within or without the State of Nevada as shall be fixed by the Board.

 

(c) Call. No call shall be required for regular meetings for which the time and place have been fixed. Special meetings may be called by or at the direction of the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, of the President, or of a majority of the directors in office.

 

(d) Notice or Actual or Constructive Waiver. No notice shall be required for regular meetings for which the time and place have been fixed. Written, oral, or any other mode of notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat. Notice need not be given to any director or to any member of a committee of directors who submits a written waiver of notice signed by him before or after the time stated therein. Attendance of any such person at a meeting shall constitute a waiver of notice of such meeting, except when he attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors need be specified in any written waiver of notice.

 

(e) Quorum and Action. A majority of the whole Board shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the directors in office shall constitute a quorum, provided, that such majority shall constitute at least one-third of the whole Board. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as herein otherwise provided, and except as otherwise provided by the Nevada Revised Statutes, the vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board. The quorum and voting provisions herein stated shall not be construed as conflicting with any provisions of the Nevada Revised Statutes and these Bylaws which govern a meeting of the directors held to fill vacancies and newly created directorships in the Board or action of disinterested directors.

 

 
 

 

Any member or members of the Board of Directors or of any committee designated by the Board, may participate in a meeting of the Board, or any such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

 

(f) Chairman of the Meeting. The Chairman of the Board, if any and if present and acting, shall preside at all meetings. Otherwise, the Vice-Chairman of the Board, if any and if present and acting, or the President, if present and acting, or any other director chosen by the Board, shall preside.

 

Section 5. Removal of Directors. Except as may otherwise be provided by the Nevada Revised Statutes, any director or the entire Board of Directors may be removed, with or without cause, by the resolutions of the Board of Directors.

 

Section 6. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of any such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the corporation with the exception of any authority the delegation of which is prohibited by the Nevada Revised Statutes, and may authorize the seal of the corporation to be affixed to all papers which may require it.

 

Section 7. Written Action. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

 

Section 8. Board of Advisors. The Board of Directors, in its discretion, may establish a Board of Advisors, consisting of individuals who may or may not be stockholders or directors of the Corporation. The purpose of the Board of Advisors would be to advise the officers and directors of the Corporation with respect to such matters as such officers and directors shall choose, and any other matters which the members of such Board of Advisors deem appropriate in furtherance of the best interest of the Corporation. The Board of Advisors shall meet on such basis as the members thereof may determine. The Board of Directors may eliminate the Board of Advisors at any time. No member of the Board of Advisors, nor the Board of Advisors itself, shall have any authority of the Board of Directors or any decision-making power and shall be merely advisory in nature. Unless the Board of Directors determines another method of appointment, the President shall recommend possible members of the Board of Advisors to the Board of Directors, who shall approve such appointments or reject them.

 

ARTICLE IV

 

OFFICERS

 

The officers of the corporation shall consist of a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Directors, a Chairman of the Board, a Vice-Chairman of the Board, an Executive Vice- President, one or more other Vice-Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers with such title as the resolution of the Board of Directors choosing them shall designate. Except as may otherwise be provided in the resolution of the Board of Directors choosing him, no officer other than the Chairman or Vice-Chairman of the Board, if any, need be a director. Any number of offices may be held by the same person, as the directors may determine.

 

Unless otherwise provided in the resolution choosing him, each officer shall be chosen for a term which shall continue until the meeting of the Board of Directors following the next annual meeting of stockholders and until his successor shall have been chosen and qualified.

 

All officers of the corporation shall have such authority and perform such duties in the management and operation of the corporation as shall be prescribed in the resolutions of the Board of Directors designating and choosing such officers and prescribing their authority and duties, and shall have such additional authority and duties as are incident to their office except to the extent that such resolutions may be inconsistent therewith. The Secretary or an Assistant Secretary of the corporation shall record all of the proceedings of all meetings and actions in writing of stockholders, directors, and committees of directors, and shall exercise such additional authority and perform such additional duties as the Board shall assign to him. Any officer may be removed, with or without cause, by the Board of Directors. Any vacancy in any office may be filled by the Board of Directors.

 

 
 

 

ARTICLE V

 

CORPORATE SEAL

 

The corporate seal shall be in such form as the Board of Directors shall prescribe.

 

ARTICLE VI

 

FISCAL YEAR

 

The fiscal year of the corporation shall be fixed and initially be March 31, and shall be subject to change, by the Board of Directors.

 

ARTICLE VII

 

AMENDMENT

 

These Bylaws may be adopted, amended or repealed at any time by the unanimous written consent of the Board of Directors.

 

CERTIFICATE OF SECRETARY

 

I, the undersigned, do hereby certify:

 

1. That I am the duly elected and acting secretary of QUESTCORP GLOBAL INC., a Nevada corporation; and

 

2. That the foregoing Bylaws, comprising nine (9) pages, constitute the Bylaws of said corporation as duly adopted and approved by the board of directors of said corporation by a Unanimous Written Consent dated as of January 20, 2016.

 

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said corporation this 20th day of January, 2016.

 

  /s/ See Kok Chong
  See Kok Chong
  Secretary

 

 

EX-5.1 4 ex5-1.htm

 

Exhibit 5.1 Form of Attorney Opinion and Consent

 

The McGeary Law Firm, P.C.

1600 Airport Fwy., Suite 300

Bedford, Texas 76022

(817)-282-5885

 

February 7, 2018

 

Board of Directors

QUESTCORP GLOBAL INC.

Wisma Quest, No 36-4, Jalan Metro Pudu,

Fraser Business Park, Off Jalan Yew,

55100, Kuala Lumpur, Malaysia

 

Re: Registration Statement on Form S-1 (the “Registration Statement”)

 

Dear Board of Directors:

 

I have been requested to issue my opinion as to the legal status of common shares of QUESTCORP GLOBAL, INC. (the “Company”) which are being registered on Form S-1 under the Securities Act of 1933, as amended, (the “Registration Statement”) for sale by existing stockholders and the Company. This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act. The Registration Statement relates to the proposes sale of up to 666,667 shares of common stock held by the Company and 4,800,000 shares of common stock held by the Selling Shareholders (the “Shares”).

 

I have, in connection with that request, examined the Articles of Incorporation as Amended and By-laws of the Company, and a draft of the proposed registration statement on Form S-1, reviewed other documents and conducted other investigations as I have deemed necessary and appropriate to establish a basis for the opinions set forth herein.

 

In my examination, I have assumed the legal capacity of all natural persons, the genuineness of all signatures, and the authenticity of all documents submitted to me as originals or photo static copies. I have also assumed that signing parties have had the power, corporate or other, to sign all documents that bear their signatures. As to any facts material to the opinions expressed herein which I have not independently established or verified, I have relied upon statements and representations of officers and other representatives of the Company and others.

 

Based upon my examination of relevant documents and other inquiries made by me it is my opinion that the Shares to be offered and sold by existing stockholders pursuant to the Registration Statement are duly and validly authorized and issued, fully-paid and non-assessable common shares of the Company. I am further of the opinion that the Shares to be to be offered by the Company, when issued in accordance with the Registration Statement, will be legally and validly issued, fully paid and non-assessable.

 

I will be available to respond to any questions the Staff of the Securities and Exchange Commission or the Company, may have about the opinions expressed herein or the facts upon which they are based.

 

CONSENT

 

I hereby consent to the use of this opinion as an exhibit to the Registration Statement and in any amendment thereto, and to the use of our name in the Prospectus forming a part of the Registration Statement under the caption “Legal Matters.” In giving this consent, I do not admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations thereunder.

 

Sincerely,

 

/s/ Aaron D. McGeary  
Aaron D. McGeary  

 

 

EX-10.1 5 ex10-1.htm

 

Exhibit 10.1

 

QUESTCORP GLOBAL INC.

REGULATION S SUBSCRIPTION AGREEMENT

 

SUBSCRIPTION AGREEMENT

 

The undersigned (the “Subscriber”), desires to become a holder of common shares (the “Shares”) of Questcorp Global Inc., a corporation organized under the laws of the state of Nevada (the “Company”); one share of Common Stock has a par value $0.0001 per share. Accordingly, the Subscriber hereby agrees as follows:

 

  1. Subscription.
     
  1.1 The Subscriber hereby subscribes for and agrees to accept from the Company that number of Shares set forth on the Signature Page attached to this Subscription Agreement (the “Agreement”), in consideration of $0.75 per share. This offer to purchase is submitted in accordance with and subject to the terms and conditions described in this Subscription Agreement (the “Agreement”). The Subscriber acknowledges that the Company reserves the right, in its sole and absolute discretion, to accept or reject this subscription and the subscription will not be binding until accepted by the Company in writing.
     
  1.2 The closing of the Subscription of Shares hereunder (the “Closing”) shall occur immediately upon: (i) receipt and acceptance by the Company of a properly executed Signature Page to this Agreement; and (ii) receipt of all funds for the subscription of shares hereunder.

 

2. Purchase Procedure. The Subscriber acknowledges that, in order to subscribe for Shares, he must, and he does hereby, deliver to the Company:

 

  2.1 One (1) executed counterpart of the Signature Page attached to this Agreement together with appropriate notarization; and
     
  2.2 A check, trade draft or media due bill in the amount set forth on the Signature Page attached to this Agreement, representing payment in full for the Shares desired to be purchased hereunder, made payable to the order of QUESTCORP GLOBAL INC.

 

3. Representations of Subscriber. By executing this Agreement, the Subscriber makes the following representations, declarations and warranties to the Company, with the intent and understanding that the Company will rely thereon:

 

  3.1 Such Subscriber acknowledges the public availability of the Company’s current prospectus which can be viewed on the SEC Edgar Database, under the CIK number 0001671930. This prospectus is made available in the Company’s most recent S-1 Registration Statement deemed effective on__________, 2020. In this prospectus it makes clear the terms and conditions of the offering of Common Stock and the risks associated therewith are described.
     
  3.2 All information herein concerning the Subscriber is correct and complete as of the date hereof and as of the date of Closing.
     
  3.3 If the Subscriber is purchasing the Shares in a fiduciary capacity for another person or entity, including without limitation a corporation, partnership, trust or any other entity, the Subscriber has been duly authorized and empowered to execute this Subscription Agreement and all other subscription documents. Upon request of the Company, the Subscriber will provide true, complete and current copies of all relevant documents creating the Subscriber, authorizing its investment in the Company and/or evidencing the satisfaction of the foregoing.

 

4. Applicable Law. This Agreement shall be construed in accordance with and governed by the laws applicable to contracts made and wholly performed in the State of Nevada.

 

5. Execution in Counterparts. This Subscription Agreement may be executed in one or more counterparts.

 

6. Persons Bound. This Subscription Agreement shall, except as otherwise provided herein, inure to the benefit of and be binding on the Company and its successors and assigns and on each Subscriber and his respective heirs, executors, administrators, successors and assigns.

 

7. Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally, telegraphed, telexed, sent by facsimile transmission or sent by certified, registered or express mail, postage prepaid, to the address of each party set forth herein. Any such notice shall be deemed given when delivered personally, telegraphed, telexed or sent by facsimile transmission or, if mailed, three days after the date of deposit in the United States mails.

 

8. CERTIFICATION. THE SUBSCRIBER CERTIFIES THAT HE HAS READ THIS ENTIRE SUBSCRIPTION AGREEMENT AND THAT EVERY STATEMENT MADE BY THE SUBSCRIBER HEREIN IS TRUE AND COMPLETE.

 

[SIGNATURE PAGE FOLLOWS]

 

 
 

 

SUBSCRIBER SIGNATURE

 

The undersigned, desiring to subscribe for the number of Shares of Questcorp Global Inc., (the “Company”) as is set forth below, acknowledges that he/she has received and understands the terms and conditions of the Subscription Agreement attached hereto and that he/she does hereby agree to all the terms and conditions contained therein.

 

IN WITNESS WHEREOF, the undersigned has hereby executed this Subscription Agreement as of the date set forth below.

 

(PLEASE PRINT OR TYPE)

 

Number of Shares    
     
x $0.75 Per Share x $0.75
     
Total Amount of Subscription:    
     
Exact name(s) of Subscriber(s):    
     
Signature of Subscriber(s):    
    (Signature)
     
     
    (Print Name)
     
Date:_________________    

 

Residence or Physical Mailing Address (cannot be a P.O. Box):
   
   
   
   
   
   
   
Telephone Numbers (include Area Code):  
   
Business: (___)_____________ Home: (___)________________
Social Security, Taxpayer, or other type  
Identification Number(s): _______________  

 

 

EX-23.1 6 ex23-1.htm

 

Exhibit 23.1

 

TOTAL ASIA ASSOCIATES PLT

(LLP0016837-LCA & AF002128)

A Firm registered with US PCAOB and Malaysian MIA

 

C-3-1, Megan Avenue 1, 189 Off Jalan Tun Razak,

50400 Kuala Lumpur, Malaysia.

Tel: (603) 2733 9989

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors,

QUESTCORP GLOBAL INC

 

No. 36-4, Jalan Metro Pudu

Fraser Business Park

Off Jalan Yew

55100 Kuala Lumpur, Malaysia

 

We consent to the inclusion in the Registration Statement on Form S-1 Amendment No.4 of Questcorp Global Inc of our report date March 16, 2020, relating to our audit of the consolidated balance sheets of Questcorp Global Inc as of March 31, 2019 and the related consolidated statements of income, stockholders’ equity, and cash flows for the year ended of March 31, 2019.

 

We also consent to the reference to us under the caption “Interest of Named Experts and Counsel” in the Registration Statement.

 

/s/ Total Asia Associates PLT  
TOTAL ASIA ASSOCIATES PLT  
KUALA LUMPUR, MALAYSIA  
MARCH 16, 2020  

 

 

 

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