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6-K 1 ea0242948-6k_junee.htm REPORT OF FOREIGN PRIVATE ISSUER

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of May 2025

 

Commission File No. 001-42013

 

Junee Limited

(Translation of registrant’s name into English)

 

3791 Jalan Bukit Merah

#09-03 E-Centre @ Redhill

Singapore 159471
(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F On May 22, 2025, Junee Limited (the “Company”) made available its unaudited Financial Results for the six months ended December 31, 2024.

 

Form 20-F ☒     Form 40-F ☐

 

 

 


 

Other Events

 

A copy of the report is attached hereto as Exhibit 99.1.

 

Exhibit No.   Exhibit
99.1   Financial Results of Junee Limited as of and for the six months ended December 31, 2024

 

1


 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Junee Limited
     
Date: May 22, 2025 By: /s/ Yu Chun Kit
  Name:  Yu Chun Kit
  Title Executive Director

 

 

2

 

EX-99.1 2 ea024294801ex99-1_junee.htm FINANCIAL RESULTS OF JUNEE LIMITED AS OF AND FOR THE SIX MONTHS ENDED DECEMBER 31, 2024

Exhibit 99.1

 

Junee Limited Announces Financial Results for the First Half of Fiscal Year 2025

 

Junee Limited (“Junee” or the “Company”) (Nasdaq: JUNE) is a holding company limited by shares and established under the laws of the British Virgin Islands on August 25, 2021 with no material operations of its own. The Company specializes in providing high-quality residential and commercial interior design solutions. Through its subsidiaries, including OPS Interior Design Consultant Ltd (“OPS HK”) and now ASPAC AI Computing Pty Ltd (“ASPAC AI Computing”), Junee aims to become a leading technology company dedicated to developing and delivering next-generation digital infrastructure solutions. It is committed to integrating smart technology into every aspect of its offerings, setting new standards for innovation and excellence in the industry. The Company today announced its unaudited financial results for the six months ended December 31, 2024 (the “First Half of Fiscal Year 2025”). This unaudited financial results for the First Half of Fiscal Year 2025 was prepared by the management.

 

First Half of Fiscal Year 2025 Financial Results

 

    For the Six Months Ended December 31,  
Selected Unaudited Interim Condensed
Consolidated Statements of Income Data:
 

2024

USD

   

2023
USD

   

2022
USD

 
Revenue     737,981       1,662,285       3,015,268  
Cost of revenue     (691,406 )     (1,255,208 )     (2,338,308 )
Gross profit     46,575       407,077       676,960  
Operating expenses     (6,321,395 )     (721,070 )     (816,926 )
Loss before provision for income taxes     (6,136,458 )     (227,104 )     (33,472 )
Income tax benefit (expense)     26,850       (3,288 )     (21,208 )
Net loss     (6,109,608 )     (230,392 )     (54,680 )
Net loss per share – basic and diluted     (0.470 )     (0.022 )     (0.005 )

 

Revenue

 

Revenue decreased by $924,304 or 55.6%, from $1,662,285 for the six months ended December 31, 2023 to $737,981 for the six months ended December 31, 2024, which was primarily due to the further decline in customers’ demands for OPS HK’s services during the six months ended December 31, 2024, as a result of the economic recession in Hong Kong led by the increased inflation pressure.

 

Revenue decreased by $1,352,983 or 44.9%, from $3,015,268 for the six months ended December 31, 2022 to $1,662,285 for the six months ended December 31, 2023, which was primarily due to the decline in customers’ demands for OPS HK’s services during the six months ended December 31, 2023, as a result of the economic recession in Hong Kong led by the increased inflation pressure.

 

To address the increased inflation pressure, many major central banks have expedited the tightening of the monetary policy and increased the interest rates, which caused the real estate market in Hong Kong to fall both in transaction volume and price. It also increased the cost of business operations of the customers, and thus, the customers delayed or cancelled the renovation, relocation and business expansion plans. The tightened monetary policy had slowed down the recovery of the economy in Hong Kong during the six months ended December 31, 2024 and 2023 after an outbreak of the Omicron variant of COVID-19 pandemic in early 2022.

 

In terms of the major revenue type, revenue from the design and fit-out services decreased by $966,319, or 58.9%, from $1,641,839 for the six months ended December 31, 2023 to $675,520 for the six months ended December 31, 2024. The decrease was mainly due to the decline in customer’s demands for OPS HK’s design and fit-out services during the six months ended December 31, 2024 as a result of the economic recession in Hong Kong, as stated above. Others represent the revenue from the design only services and the repair and maintenance services, which increased by $42,015, or 205.5%, from $20,446 for the six months ended December 31, 2023 to $62,461 for the six months ended December 31, 2024. The increase was mainly due to the increase in the number of repair and maintenance projects and new design only projects OPS HK undertook during the six months ended December 31, 2024.

 


 

In terms of the major revenue type, revenue from the design and fit-out services decreased by $950,515, or 36.7%, from $2,592,354 for the six months ended December 31, 2022 to $1,641,839 for the six months ended December 31, 2023. The decrease was mainly due to the decline in customer’s demands for OPS HK’s design and fit-out services during the six months ended December 31, 2023 as a result of the economic recession in Hong Kong, as stated above. Others represent the revenue from the design only services and the repair and maintenance services, which decreased by $402,468, or 95.2%, from $422,914 for the six months ended December 31, 2022 to $20,446 for the six months ended December 31, 2023. The decrease was mainly due to the decrease in the number of repair and maintenance projects and new design only projects OPS HK undertook during the six months ended December 31, 2023.

 

In terms of the property type, revenue from commercial and retail project decreased by $297,785 or 80.4%, from $370,202 for the six months ended December 31, 2023 to $72,417 for the six months ended December 31, 2024, which was mainly attributable to the decrease in number of commercial and retail projects OPS HK undertook due to the decline in customers’ demands for OPS HK’s services as stated above for the six months ended December 31, 2024, as compared to the six months ended December 31, 2023. Revenue from office projects increased by $206,943, or 115.2%, from $179,690 for the six months ended December 31, 2023 to $386,633 for the six months ended December 31, 2024. Such increase was mainly due to the completion of two new office projects with contract sum of approximately $295,000 in aggregate during the six months ended December 31, 2024. Revenue from residential projects decreased by $833,462, or 74.9%, from $1,112,393 for the six months ended December 31, 2023 to $278,931 for the six months ended December 31, 2024, which was mainly due to the two big residential projects with contract sum of over approximately $1 million OPS HK engaged during the six months ended December 31, 2023, which contributed an aggregated revenue of approximately $860,000 during the six months ended December 31, 2023 while these two projects only contributed an aggregated revenue of approximately $208,000 during the six months ended December 31, 2024.

 

In terms of the property type, revenue from commercial and retail project decreased by $328,474 or 47.0%, from $698,676 for the six months ended December 31, 2022 to $370,202 for the six months ended December 31, 2023, which was mainly attributable to the decrease in number of commercial and retail projects OPS HK undertook due to the decline in customers’ demands for OPS HK’s services as stated above for the six months ended December 31, 2023, as compared to the six months ended December 31, 2022. Revenue from office projects decreased by $1,171,422, or 86.7%, from $1,351,112 for the six months ended December 31, 2022 to $179,690 for the six months ended December 31, 2023. Such decrease was mainly due to the completion of one big office project with a contract sum of over $1.5 million, which contributed revenue of $1,107,008 during the six months ended December 31, 2022, and the decrease in number of office projects OPS HK undertook due to the decline in customers’ demands for OPS HK’s services as stated above for the six months ended December 31, 2023, as compared to the six months ended December 31, 2022. Revenue from residential projects increased by $146,913, or 15.2%, from $965,480 for the six months ended December 31, 2022 to $1,112,393 for the six months ended December 31, 2023, which was mainly due to the two new big residential projects with contract sum of over approximately $1 million OPS HK engaged during the six months ended December 31, 2023, which contributed an aggregated revenue of approximately $860,000 during the six months ended December 31, 2023, which partially offset the decrease in number of new residential projects awarded for the six months ended December 31, 2023, as compared to the six months ended December 31, 2022.

 

Gross profit

 

The total gross profit decreased by $360,502, or 88.6%, from $407,077 for the six months ended December 31, 2023 to $46,575 for the six months ended December 31, 2024. The decrease in total gross profit was mainly due to the decrease in revenue for the six months ended December 31, 2024, as compared to the six months ended December 31, 2023. The total gross profit margin decreased from 24.5% for the six months ended December 31, 2023 to 6.3% for the six months ended December 31, 2024, which was mainly due to some projects OPS HK undertook, which generated gross loss as a result of the variation in schedule and additional work performed and cost incurred for such projects during the six months ended December 31, 2024.

 

2


 

The total gross profit decreased by $269,883, or 39.9%, from $676,960 for the six months ended December 31, 2022 to $407,077 for the six months ended December 31, 2023. The decrease in total gross profit was mainly due to the decrease in revenue for the six months ended December 31, 2023, as compared to the six months ended December 31, 2022. The total gross profit margin remained relatively stable at approximately 24.5% and 22.5% for the six months ended December 31, 2023 and 2022, respectively.

 

Operating expenses

 

The total operating expenses increased by $5,600,325, or 776.7%, from $721,070 for the six months ended December 31, 2023 to $6,321,395 for the six months ended December 31, 2024. Such increase was mainly attributable to (i) the increase in legal and professional fees of approximately $1,300,000 such as audit, legal and consulting service expenses the Group incurred for being provided with advice and assistance in continuing compliance with the listing requirements after the listing in the United States during the six months ended December 31, 2024, as compared to the six months ended December 31, 2023; (ii) the increase in operating lease expenses of approximately $250,000 as the Group leased three additional properties for operations during the six months ended December 31, 2024, as compared to the six months ended December 31, 2023; (iii) the increase in share-based compensation of approximately $3,100,000 as the Group has granted share options and shares to its directors and employees under equity incentive plan during the six months ended December 31, 2024; and (iv) the increase in travelling expenses for business development of approximately $550,000 during the six months ended December 31, 2024, as compared to the six months ended December 31, 2023.

 

The total operating expenses decreased by $95,856, or 11.7%, from $816,926 for the six months ended December 31, 2022 to $721,070 for the six months ended December 31, 2023. Such decrease was mainly attributable to (i) a decrease in legal and professional fees of approximately $59,000; (ii) a decrease in provision for doubtful accounts of approximately $22,000; and (iii) a decrease in selling and marketing expenses of approximately $9,000.

 

Income tax expense

 

The Group recorded income tax benefit of $26,850 for the six months ended December 31, 2024 as OPS HK did not generate any assessable profits during the six months ended December 31, 2024.

 

The income tax expense decreased by $17,920 or 84.5%, from $21,208 for the six months ended December 31, 2022 to $3,288 for the six months ended December 31, 2023. Such decrease was mainly due to the decrease in current tax expense related to the assessable profits arising by OPS HK for the six months ended December 31, 2023, as compared to the six months ended December 31, 2022.

 

Net loss

 

The net loss increased by $5,879,216, or 2,551.8%, from $230,392 for the six months ended December 31, 2023 to $6,109,608 for the six months ended December 31, 2024. Such change was the result of the combination of the changes as discussed above.

 

The net loss increased by $175,712, or 321.3%, from $54,680 for the six months ended December 31, 2022 to $230,392 for the six months ended December 31, 2023. Such change was the result of the combination of the changes as discussed above.

 

3


 

Cash Flow

 

Net cash used in operating activities amounted to $2,896,614 for the six months ended December 31, 2024, mainly derived from (i) net loss of $6,109,608 for the six months ended December 31, 2024; and (ii) an increase in prepayments, deposits and other current assets of $743,413 as the Group has paid the rental deposits for the three additional leased properties and prepaid the service provider for the provision of consulting services during the six months ended December 31, 2024, which was offset by (i) various non-cash items of $3,396,721; (ii) an increase in contract liabilities of $247,305 as OPS HK increased billings in advance of performance obligations under contracts closer to the end of the six months ended December 31, 2024, as compared to that of the fiscal year ended June 30, 2024; (iii) a decrease in contract assets of $213,942 as OPS HK increased billing to customers closer to the end of the six months ended December 31, 2024, as compared to that of the fiscal year ended June 30, 2024.

 

Net cash provided by operating activities amounted to $63,808 for the six months ended December 31, 2023, mainly derived from (i) various non-cash items of $46,153, such as depreciation of property and equipment, amortization of operating lease right-of-use assets and interest of lease liabilities, provision for doubtful accounts and deferred income taxes benefit; (ii) a decrease in accounts receivables of $386,829, due to more settlement by the customers closer to the end of the six months ended December 31, 2023, as compared to that of the fiscal year ended June 30, 2023; and (iii) an increase in contract liabilities of $236,466 as OPS HK increased billings in advance of performance obligations under contracts closer to the end of the six months ended December 31, 2023, as compared to that of the fiscal year ended June 30, 2023, which was offset by (i) net loss of $230,392 for the six months ended December 31, 2023; (ii) an increase in contract assets of $220,120, due to more services provided but not yet billed to customers closer to the end of the six months ended December 31, 2023, as compared to that of the fiscal year ended June 30, 2023; and (iii) a decrease in accounts payable of $120,952, due to more settlement to subcontractors and suppliers on services requested closer to the end of the six months ended December 31, 2023, as compared to that of the fiscal year ended June 30, 2023.

 

Net cash provided by operating activities amounted to $15,199 for the six months ended December 31, 2022, mainly derived from (i) various non-cash items of $64,727, such as depreciation of property and equipment, amortization of operating lease right-of-use assets and interest of lease liabilities, provision for doubtful accounts and deferred income taxes benefit; (ii) an decrease in contract assets of $106,410, due to more billings to customers closer to the end of the six months ended December 31, 2022, as compared to that of the fiscal year ended June 30, 2022; and (iii) an increase in contract liabilities of $307,004, as OPS HK increased billings in advance of performance obligations under contracts, which was offset by (i) net loss of $54,680 for the six months ended December 31, 2022; (ii) an increase in accounts receivable of $180,120, due to more billing to customers based on services provided closer to the end of the six months ended December 31, 2022, as compared to that of the fiscal year ended June 30, 2022; and (iii) a decrease in accounts payable of $219,620, due to more settlement to subcontractors and suppliers on services requested closer to the end of the six months ended December 31, 2022, as compared to that of the fiscal year ended June 30, 2022.

 

Net cash used in investing activities amounted to $1,338,760 for the six months ended December 31, 2024 mainly representing (i) the purchases of property and equipment of $258,860; (ii) deposits for investments of $443,646; (iii) payment for investments in equity securities of $478,768; and (iv) the increase in loans receivable of $179,951 during the six months ended December 31, 2024.

 

Net cash used in investing activities amounted to $6,535 for the six months ended December 31, 2023 representing the purchases of property and equipment during the six months ended December 31, 2023.

 

Net cash used in investing activities amounted to $8,580 for the six months ended December 31, 2022 representing the purchases of property and equipment during the six months ended December 31, 2022.

 

Net cash provided by financing activities amounted to $155,812 for the six months ended December 31, 2024, which included the proceeds from bank borrowings of $128,370 and advances from related parties of $113,070, which was partially offset by the repayment of bank borrowings of $85,628 during the six months ended December 31, 2024.

 

Net cash used in financing activities amounted to $244,326 for the six months ended December 31, 2023, which included the repayment of bank borrowings of $75,115, repayments to related parties of $60,741 and payments of offering costs related to the initial public offering of $108,470 during the six months ended December 31, 2023.

 

Net cash used in financing activities amounted to $267,982 for the six months ended December 31, 2022, which included the repayment of bank borrowings of $73,175, payments of a dividend to shareholders of $153,061, advances to related parties of $26,531 and payments of offering costs related to the initial public offering of $96,593, which was offset by the repayments from related parties of $81,378 during the six months ended December 31, 2022.

 

4


 

Recent Events

 

On March 12, 2025, the Company entered into a share purchase agreement (the “1st Share Purchase Agreement”) with Ma Chao (the “Seller”). Pursuant to the 1st Share Purchase Agreement, the Company agreed to acquire 51% of the issued and outstanding shares of Mindenergy AI Technology Pte. Ltd., a private limited company incorporated in Singapore (the “Target Company”). The transaction is expected to strengthen the Company’s strategic position in AI-driven technology solutions.

 

Pursuant to the 1st Share Purchase Agreement, the initial consideration shall be $250,000 and the total purchase price could be up to $9,800,000. The consideration will be paid in newly issued ordinary shares of the Company at an issuance price of $4.00 per ordinary share. Pursuant to the 1st Share Purchase Agreement, the Company shall initially issue 62,500 ordinary shares (the “Initial Issuance”) to the Seller, who shall complete all necessary regulatory filings to complete the transfer of the shares upon the Initial Issuance. As incentive for the Seller to collect and recover accounts receivable owed to the Target Company (the “AR”) within 365 days from the date of this agreement, for each amount of AR that the Seller collects for the Company post-closing, the Company shall issue to the Seller additional shares, at $4.00 per ordinary share, for which the value shall be equivalent to 51% of the collected amount, calculated based on the prevailing exchange rate at the bank on the date of collection. The maximum number of shares to be issued as consideration is up to 2,450,000.

 

On April 29, 2025, the Company entered into a share purchase agreement (the “2nd Share Purchase Agreement”) with the Seller to acquire the remaining 49% of the issued and outstanding shares of Mindenergy AI Technology Pte. Ltd.. This acquisition follows an earlier transaction where the Company acquired 51% of the Target Company pursuant to a share purchase agreement dated March 12, 2025. 

 

Pursuant to the 2nd Share Purchase Agreement, the initial consideration shall be USD 240,000 and the total purchase price could be up to $9,415,688. The consideration will be paid in newly issued ordinary shares of the Company at an issuance price of $8.00 per ordinary share. Pursuant to the 2nd Share Purchase Agreement, the Company shall initially issue 30,000 ordinary shares to the Seller. As incentive for the Seller to collect and recover accounts receivable owed to the Target Company within 365 days from the date of this agreement, for each amount of AR that the Seller collects for the Company post-closing, the Company shall issue to the Seller additional shares, at $8.00 per ordinary share, for which the value shall be equivalent to 49% of the collected amount, calculated based on the prevailing exchange rate at the bank on the date of collection. The maximum number of shares to be issued as consideration is up to 1,176,961.

 

On March 18 and 19, 2025, the Company entered into certain private placement subscription agreements with certain investors for the purchase and sale of ordinary shares, no par value per share (“Ordinary Shares”), and warrants to purchase Ordinary Shares (the “Purchaser Warrants”). The Company sold 6,600,000 Ordinary Shares and 2,199,999 Purchaser Warrants, and received $22,152,900 in gross proceeds from such sale. The Company plans to use the net proceeds from the private placement for the research and development as well as production of AI servers, exploring investment opportunities in the AI sector, and supplementing the Company’s general working capital.

 

About Junee Limited

 

The Company is a holding company limited by shares and established under the laws of the British Virgin Islands with no material operations of its own. The Company specializes in providing high-quality residential and commercial interior design solutions. Through its subsidiaries, including OPS HK and now ASPAC AI Computing, Junee aims to become a leading technology company dedicated to developing and delivering next-generation digital infrastructure solutions. It is committed to integrating smart technology into every aspect of its offerings, setting new standards for innovation and excellence in the industry. For more information, please visit the Company’s website at http://ops-int.com.hk/.

 

5


 

Forward-Looking Statements

 

All statements other than statements of historical fact in this announcement are forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy, and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to,” or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and in its other filings with the SEC.

 

For more information, please contact:

 

Junee Limited

 

Phone:  +65 6022 1124
Email: ir@juneelimited.com

 

6


 

Junee Limited and Subsidiaries
Unaudited Condensed Consolidated Balance Sheets
As of December 31, 2024 and June 30, 2024
(Expressed in U.S. Dollars, except for the number of shares)

 

    December 31,
2024
    June 30,
2024
 
Assets            
Current assets            
Cash   $ 3,233,000     $ 7,244,941  
Accounts receivable, net     81,465       257,638  
Contract assets     40,163       253,351  
Contract costs     29,908       19,163  
Due from related parties     70,687       65,946  
Rental deposits – related parties, current     22,008       -  
Rental deposits, current     23,166       -  
Loans receivable     180,414       -  
Prepayments – related parties     7,336       7,298  
Prepayments and other current assets     646,441       16,856  
Total current assets     4,334,588       7,865,193  
                 
Non-current assets                
Property and equipment, net     238,881       18,843  
Operating lease right-of-use assets     794,349       91,388  
Rental deposits – related parties, non-current     -       21,895  
Rental deposits, non-current     92,664       -  
Deposits for investments     444,788       -  
Investments in equity securities     480,000       -  
Deferred tax assets, net     36,020       9,055  
Total assets   $ 6,421,290     $ 8,006,374  
                 
Liabilities and Shareholders’ Equity                
Current liabilities                
Accounts payable   $ 482,741     $ 451,208  
Contract liabilities     259,431       11,431  
Current maturities of long-term bank borrowings     266,597       164,741  
Due to related parties     117,809       46  
Income tax payable     125,933       125,288  
Operating lease liabilities, related parties, current     50,736       85,626  
Operating lease liabilities, current     566,659       -  
Accrued expenses and other current liabilities     308,479       115,127  
Total current liabilities     2,178,385       953,467  
                 
Non-current liabilities                
Operating lease liabilities, related parties, non-current     -       7,276  
Operating lease liabilities, non-current     183,937       -  
Long-term bank borrowings, non-current     22,902       80,643  
Total liabilities     2,385,224       1,041,386  
                 
Shareholders’ equity                
Ordinary shares, no par value, unlimited number of ordinary shares authorized, 13,027,354 and 12,977,354 ordinary shares issued and outstanding as of December 31, 2024 and June 30, 2024, respectively*     6,935,390       6,710,390  
Additional paid-in capital     4,227,212       1,339,286  
Accumulated deficit     (7,211,825 )     (1,102,217 )
Accumulated other comprehensive income     85,289       17,529  
Total shareholders’ equity     4,036,066       6,964,988  
Total liabilities and shareholders’ equity   $ 6,421,290     $ 8,006,374  

 

* Shares and per share data are presented on a retroactive basis to reflect the nominal share issuance and share split.

 

7


 

Junee Limited and Subsidiaries
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss
For the Six Months Ended December 31, 2024, 2023 and 2022
(Expressed in U.S. Dollars, except for the number of shares)

 

    For the Six Months Ended
December 31,
 
    2024     2023     2022  
Revenue   $ 737,981     $ 1,662,285     $ 3,015,268  
Cost of revenue     691,406       1,255,208       2,338,308  
Gross profit     46,575       407,077       676,960  
                         
Operating expenses                        
Selling and marketing expenses     3,092       3,439       12,909  
General and administrative expenses     6,318,303       717,631       804,017  
Total operating expenses     6,321,395       721,070       816,926  
Loss from operations     (6,274,820 )     (313,993 )     (139,966 )
                         
Other income (expense)                        
Interest income (expense), net     115,897       (5,183 )     (6,772 )
Other income     -       -       21,429  
Other income – related party     -       92,072       91,837  
Gain on disposal of property and equipment     22,465       -       -  
Total other income, net     138,362       86,889       106,494  
                         
Loss before provision for income taxes     (6,136,458 )     (227,104 )     (33,472 )
Income tax (benefit) expense     (26,850 )     3,288       21,208  
Net loss   $ (6,109,608 )   $ (230,392 )   $ (54,680 )
                         
Other comprehensive income                        
Foreign currency translation adjustments     67,760       2,502       7,938  
Total comprehensive loss   $ (6,041,848 )   $ (227,890 )   $ (46,742 )
Net loss per share – basic and diluted*   $ (0.470 )   $ (0.022 )   $ (0.005 )
Weighted average shares outstanding – basic and diluted*     12,993,984       10,714,286       10,714,286  

 

* Shares and per share data are presented on a retroactive basis to reflect the nominal share issuance and share split.

 

8


 

Junee Limited and Subsidiaries
Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity
For the Six Months Ended December 31, 2024, 2023 and 2022
(Expressed in U.S. Dollars, except for the number of shares)

 

For the Six Months Ended December 31, 2022
    Ordinary Shares     Additional
Paid-in
    Accumulated     Accumulated
Other
Comprehensive
       
    Shares*     Amount     Capital     Deficit     (Loss) Income     Total  
Balance as of June 30, 2022     10,714,286     $ 1,000     $ 1,339,286     $ (132,907 )   $ (3,260 )   $ 1,204,119  
                                                 
Net loss for the period     -       -       -       (54,680 )     -       (54,680 )
Foreign currency translation adjustments     -       -       -       -       7,938       7,938  
Dividend declared during the period     -       -       -       (153,061 )     -       (153,061 )
Balance as of December 31, 2022     10,714,286     $ 1,000     $ 1,339,286     $ (340,648 )   $ 4,678     $ 1,004,316  

 

For the Six Months Ended December 31, 2023
    Ordinary Shares     Additional
Paid-in
    Accumulated     Accumulated
Other
Comprehensive
       
    Shares*     Amount     Capital     Deficit     (Loss) Income     Total  
Balance as of June 30, 2023     10,714,286     $ 1,000     $ 1,339,286     $ (247,290 )   $ (329 )   $ 1,092,667  
                                                 
Net loss for the period     -       -       -       (230,392 )     -       (230,392 )
Foreign currency translation adjustments     -       -       -       -       2,502       2,502  
                                                 
Balance as of December 31, 2023     10,714,286     $ 1,000     $ 1,339,286     $ (477,682 )   $ 2,173     $ 864,777  

 

For the Six Months Ended December 31, 2024
    Ordinary Shares     Additional
Paid-in
    Accumulated     Accumulated
Other
Comprehensive
       
    Shares*     Amount     Capital     Deficit     Income     Total  
Balance as of June 30, 2024     12,977,354     $ 6,710,390     $ 1,339,286     $ (1,102,217 )   $ 17,529     $ 6,964,988  
                                                 
Net loss for the period     -       -       -       (6,109,608 )     -       (6,109,608 )
Issuance of ordinary shares under equity incentive plan     50,000       225,000       -       -       -       225,000  
Share-based compensation     -       -       2,887,926       -       -       2,887,926  
Foreign currency translation adjustments     -       -       -       -       67,760       67,760  
                                                 
Balance as of December 31, 2024     13,027,354     $ 6,935,390     $ 4,227,212     $ (7,211,825 )   $ 85,289     $ 4,036,066  

 

* Shares and per share data are presented on a retroactive basis to reflect the nominal share issuance and share split.

 

9


 

Junee Limited and Subsidiaries
Unaudited Condensed Consolidated Statements of Cash Flows
For the Six Months Ended December 31, 2024, 2023 and 2022
(Expressed in U.S. Dollars)

 

   

For the Six Months Ended
December 31,

 
    2024     2023     2022  
Cash flows from operating activities:                  
Net loss   $ (6,109,608 )   $ (230,392 )   $ (54,680 )
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:                        
Depreciation of property and equipment     39,482       5,060       5,164  
Amortization of operating lease right-of-use assets and interest of lease liabilities     290,277       44,544       43,433  
Provision for (Reversal of provision for) allowance for credit losses     4,551       (4,188 )     17,322  
Deferred tax (benefit) expense     (26,850 )     737       (1,192 )
Gain on disposal of property and equipment     (22,465 )     -       -  
Share-based compensation     3,111,726       -       -  
                         
Changes in operating assets and liabilities:                        
Accounts receivable     172,491       386,829       (180,120 )
Contract assets     213,942       (220,120 )     106,410  
Contract costs     (10,620 )     (16,447 )     (75,879 )
Prepayments, deposits and other current assets     (743,413 )     (7,245 )     6,982  
Accounts payable     29,135       (120,952 )     (219,620 )
Contract liabilities     247,305       236,466       307,004  
Income taxes payable     -       2,551       22,400  
Operating lease liabilities, related parties     (43,902 )     (43,734 )     (43,622 )
Operating lease liabilities     (240,930 )     -       -  
Accrued expenses and other current liabilities     192,265       30,699       81,597  
Net cash (used in) provided by operating activities     (2,896,614 )     63,808       15,199  
                         
Cash flows from investing activities:                        
Purchases of property and equipment     (258,860 )     (6,535 )     (8,580 )
Deposits for investments     (443,646 )     -       -  
Payment for investments in equity securities     (478,768 )     -       -  
Loans receivable     (179,951 )     -       -  
Proceeds from disposal of property and equipment     22,465       -       -  
Net cash used in investing activities     (1,338,760 )     (6,535 )     (8,580 )
                         
Cash flows from financing activities:                        
Payments of dividend to shareholders     -       -       (153,061 )
Payments of offering costs related to initial public offering     -       (108,470 )     (96,593 )
Proceeds from bank borrowings     128,370       -       -  
Repayment of bank borrowings     (85,628 )     (75,115 )     (73,175 )
Advances from related parties     113,070       -       -  
Repayments to related parties     -       (60,741 )     (26,531 )
Repayments from related parties     -       -       81,378  
Net cash provided by (used in) financing activities     155,812       (244,326 )     (267,982 )
Effect of exchange rate changes on cash and restricted cash     67,621       1,190       6,017  
Net decrease in cash     (4,011,941 )     (185,863 )     (255,346 )
Cash, beginning of period     7,244,941       558,386       999,227  
Cash, end of period   $ 3,233,000     $ 372,523     $ 743,881  
                         
Supplemental disclosure information:                        
Cash paid for interest   $ 4,517     $ 6,464     $ 7,300  
                         
Supplemental non-cash in investing and financing activities:                        
Operating lease right-of-use assets, obtained in exchange for operating lease obligations, related parties   $ 976,769     $ 168,500     $ -  

 

 

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