Quarterly Report for Quarter Ending September 30, 2024 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information contained in this quarter report on Form 10-Q is intended to update the information contained in our Form 10-K dated October 11, 2024, for the year ended March 31, 2024 and presumes that readers have access to, and will have read, the "Management's Discussion and Analysis of Financial Condition and Results of Operations" and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our financial statements and the notes to the financial statements included elsewhere in this Form 10-Q.

Certain statements in this Report constitute forward-looking statements. These forward-looking statements include statements, which involve risks and uncertainties, regarding, among other things, (a) our projected sales, profitability, and cash flows, (b) our growth strategy, (c) anticipated trends in our industry, (d) our future financing plans, and café our anticipated needs for, and use of, working capital. They are generally identifiable by use of the words "may," "will," "should," "anticipate," "estimate," "plan," "potential," "project," "continuing," "ongoing," "expects," "management believes," "we believe," "we intend," or the negative of these words or other variations on these words or comparable terminology. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. You should not place undue reliance on these forward-looking statements.

The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events.

Overview

We are engaged in consultancy services, specializing in food & beverage industry, to restaurant owner.

On October 31, 2022, the Company terminated all the tenancy agreements before the due date of the agreements.

On November 30, 2022, the Company had entered into a lease agreement with a third party, Sweet Bakery & Dessert Cafe Sdn Bhd to lease their assets to a third party. The leasing period was for the period from January 1, 2023 to December 31, 2023. The Company did not cease its business operation nor sell the operating assets. The Company instead, focused on looking for a new strategic location to continue their business while leasing out their assets to the third party.

On October 31, 2023, 75 shareholders of Synergy Empire Limited (the "Company"), collectively holding 996,500 shares (the "Purchased Shares") of the Company's outstanding 1,000,000 shares of common stock, $0.0001 par value, entered into individual stock purchase agreements for the sale of the Purchased Shares to thirty-two (32) individual investors (individually, each a "Purchaser," and collectively, the "Purchasers") for an aggregate purchase price of $650,000 ($0.6523 per share). Following the completion of the transaction, the Purchasers collectively hold 99.65% of the Company's outstanding shares of common stock.

Following the completion of the transaction, H'sien Loong Wong, is the beneficial owner of 450,000 shares of the Company's common stock (45% of the issued and outstanding shares of common stock of the Company), and as such he is able to unilaterally control the election of our board of directors, all matters upon which shareholder approval is required and, ultimately, the direction of our Company. Mr. Wong acquired his 450,000 shares of common stock from Leong Will Liam, the Company's former President, Secretary, Treasurer, Director and controlling shareholder) for $293,535 ($0.6523 per share). Mr. Wong purchased such shares with his own savings. With the exception of Mr. Wong, upon the completion of the transaction, no other Purchaser owns in excess of 10% of the Company's common stock.

On October 31, 2023, the previous director and officers of the Company, Leong Will Liam (President, Secretary, Treasurer, and Director) and Law Jia Ming (Chief Executive Officer and Chief Financial Officer) resigned their positions with the Company. Upon such resignations, H'sien Loong Wong was appointed as President, Treasurer, Secretary, and Director of the Company.

On January 1, 2024, the Company disposed Synergy Empire Marshall, which indirectly resulted in the divestiture of two other subsidiaries in Malaysia, Lucky Star and SH Dessert. The disposal of these subsidiaries led to the discontinuation of the Company's asset leasing business. The Company had decided to shift its focus to providing consultancy services to restaurant owners, specializing in restaurant and kitchen management. This strategic move leveraged upon the Director's extensive experience in the food and beverage industry.

On July 29, 2024, the Company executed an Acquisition and Stock Purchase Agreement ("the "Agreement") with Meluha Therapeutics Berhad ("Meluha"), a limited company incorporated under the laws of Malaysia, and the shareholders of Meluha. Pursuant to the Agreement, we agreed to purchase 10,000,000 shares of Meluha (the "Meluha Shares"), representing all of the issued and outstanding shares of common stock of Meluha, which were held by all the shareholders of Meluha. As a consideration, we agreed to issue to the shareholders of Meluha, 10,000,000 shares of our series A preferred stock with par value of $0.0001 per share ("Preferred Stock"), at a value of $0.2155 per share, for an aggregate value of $2,155,000. The acquisition has been consummated on March 28, 2025. Meluha is a biopharmaceutical company, primarily involved in contract manufacturing as well as research and development business of biopharmaceutical and medical products. The Company has changed their business direction from restaurant and kitchen management consultancy services to contract manufacturing business of biopharmaceutical and medical products, which constituted a reverse takeover between the Company and Meluha.

Holders of the Series A Preferred Stock are entitled to 1 vote per share on matters submitted to a vote of the Company's stockholders. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary of involuntary, the holders of the Series A Preferred Stock will be entitled to receive out of the assets of the Company an amount equal to the stated value of the Series A Preferred Stock and any other fees or liquidated damages then due and owing, for each share of Series A Preferred Stock before any distribution or payment is made to the holders of any junior securities, and if the assets of the Company are insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of the Series A Preferred Stock will be ratably distributed among the holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full.

Results of Operations

Three Months ended September 30, 2024 and 2023

Revenue

For the three months ended September 30, 2024, the Company earned a consultancy revenue of $2,500 by providing consultancy services to restaurant owner, specializing in restaurant and kitchen management.

For the three months ended September 30, 2024 and 2023, the Company did not generate revenue from asset leasing business. This was primarily due to its discontinuance of the asset leasing business as a result of the disposal of subsidiaries on January 1, 2024.

General and Administrative Expenses

For the three months ended September 30, 2024 and 2023, the Company has incurred general and administrative expenses of $18,361 and $17,445 respectively, which primarily consist of write-off of bad debts, professional fees and compliance expenses.

Net Loss from Continuing Operations

For the three months ended September 30, 2024 and 2023, the Company has incurred a net loss of $15,861 and $17,445 respectively from continuing operations.

Net Loss from Discontinued Operation

For the three months ended September 30, 2023, the Company has incurred a net loss of $6,059 from discontinued operation.

Six Months ended September 30, 2024 and 2023

Revenue

For the six months ended September 30, 2024, the Company earned a consultancy revenue of $15,000 by providing consultancy services to restaurant owner, specializing in restaurant and kitchen management.

For the six months ended September 30, 2024 and 2023, the Company did not generate revenue from asset leasing business. This was primarily due to its discontinuance of the asset leasing business as a result of the disposal of subsidiaries on January 1, 2024.

General and Administrative Expenses

For the six months ended September 30, 2024 and 2023, the Company has incurred general and administrative expenses of $43,485 and $29,690 respectively, which primarily consist of write-off of bad debts, professional fees and compliance expenses. The significant increase in general and administrative expenses was primarily due to the write-off of bad debts, as the Company was unable to collect receivables from the customer.

Net Loss from Continuing Operations

For the six months ended September 30, 2024 and 2023, the Company has incurred a net loss of $28,485 and $29,690 respectively from continuing operations.

Net Loss from Discontinued Operation

For the six months ended September 30, 2023, the Company has incurred a net loss of $40,627 from discontinued operation.

Liquidity and Capital Resources

Cash Used in Operating Activities

For the six months ended September 30, 2024, the Company has used $388,884 in operating activities, primarily attributable to net loss from operation, decrease in accrued liabilities and decrease in other payables contra by decrease in accounts receivable and decrease in prepaid expenses and other receivables.

For the six months ended September 30, 2023, the Company has used $33,997 in operating activities, primarily attributable to net loss from operation and decrease in accrued liabilities contra by decrease in prepaid expenses and other receivables.

Cash Used in Investing Activities

The Company has invested $0 in investing activity for the six months ended September 30, 2024.

The Company has invested $0 in investing activity for the six months ended September 30, 2023.

Cash Provided by Financing Activities

For the six months ended September 30, 2024, the Company has received $388,802 from financing activity, primarily consist of advances from shareholders.

For the six months ended September 30, 2023, the Company received $33,985 from financing cash flow, primarily consist of advances from director.

Cash Flow Activities of Discontinued Operations

For the six months ended September 30, 2023, the Company used $36,849 and $7,206 in operating activity and financing activity respectively from discontinued operations. The Company discontinued the operation of asset leasing business due to disposal of subsidiaries on January 1, 2024.

Off-balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of September 30, 2024 and 2023.

Contractual Obligations

As of September 30, 2024, the Company has no contractual obligations involved.