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 December, 2023
Commission
File Number: 001-41647
OHMYHOME
LIMITED
(Translation
of registrant’s name into English)
11
Lorong 3 Toa Payoh
Block
B, #04-16/21, Jackson Square
Singapore
319579
(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.
Form
20-F ☒ Form 40-F ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Reference
is made to the current reports on Form 6-K filed by Ohmyhome Limited (the “Company’) with the U.S. Securities Exchange Commission
on October 6, 2023 and October 11, 2023 (the “Prior 6-Ks). As a result of the completion of the acquisition of Simply Sakal Pte.
Ltd. by Ohmyhome (BVI), a wholly owned subsidiary of the Company, and as disclosed in the Prior 6-Ks, the Company is filing the financial
statements contained in the exhibits below.
Exhibit
Index
SIGNATURES
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, thereunto duly authorized.
Date:
December 19, 2023 |
Ohmyhome
Limited |
|
|
|
|
By: |
/s/
Rhonda Wong |
|
Name:
|
Rhonda
Wong |
|
Title: |
Director
and Chief Executive Officer |
Exhibit
99.1
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To: |
The
Board of Directors and Shareholders of |
|
Simply
Sakal Pte. Ltd. |
Opinion
on the Financial Statements
We
have audited the accompanying balance sheets of Simply Sakal Pte. Ltd. (the “Company”)
as of December 31, 2021 and 2022, and the related statements of operations income/(loss), changes in shareholders’ equity, and
cash flows in each of the years for the two-year ended December 31, 2022, and the related notes (collectively referred to as the financial
statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company
as of December 31, 2021 and 2022, and the results of its operations and its cash flows for each of the years in the two-year ended December
31, 2022, in conformity with accounting principles generally accepted in the United States of America.
Basis
for Opinion
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.
WWC,
P.C.
Certified
Public Accountants
PCAOB
ID No. 1171
San
Mateo, California
December
11, 2023
SIMPLY
SAKAL PTE. LTD.
BALANCE
SHEETS
| |
December 31, 2021 | | |
December 31, 2022 | | |
December 31, 2022 | |
| |
SGD | | |
SGD | | |
USD | |
ASSETS | |
| | | |
| | | |
| | |
Current assets | |
| | | |
| | | |
| | |
Cash and bank balances | |
| 443,503 | | |
| 744,677 | | |
| 555,529 | |
Accounts receivable, net | |
| 346,509 | | |
| 287,639 | | |
| 214,579 | |
Prepayments | |
| 7,289 | | |
| 5,265 | | |
| 3,928 | |
Short-term loan to a director | |
| - | | |
| 100,967 | | |
| 75,321 | |
Total current assets | |
| 797,301 | | |
| 1,138,548 | | |
| 849,357 | |
| |
| | | |
| | | |
| | |
Property and equipment, net | |
| 20,042 | | |
| 25,198 | | |
| 18,798 | |
| |
| | | |
| | | |
| | |
Non-current assets | |
| | | |
| | | |
| | |
Intangible assets, net | |
| 147,743 | | |
| 337,876 | | |
| 252,056 | |
Operating lease right-of-use assets, net | |
| 66,655 | | |
| 35,879 | | |
| 26,765 | |
Deposits | |
| 18,161 | | |
| 18,134 | | |
| 13,528 | |
Total non-current assets | |
| 232,559 | | |
| 391,889 | | |
| 292,349 | |
| |
| | | |
| | | |
| | |
Total assets | |
| 1,049,902 | | |
| 1,555,635 | | |
| 1,160,504 | |
| |
| | | |
| | | |
| | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | |
| | | |
| | | |
| | |
Current liabilities | |
| | | |
| | | |
| | |
Bank loans, current portion | |
| 49,812 | | |
| 51,525 | | |
| 38,438 | |
Accounts payable | |
| 18,686 | | |
| 28,482 | | |
| 21,247 | |
Accrued liabilities and other payables | |
| 64,322 | | |
| 71,949 | | |
| 53,674 | |
Deferred government subsidies, current | |
| 8,354 | | |
| 8,354 | | |
| 6,232 | |
Amount due to related parties | |
| 131,732 | | |
| 12,628 | | |
| 9,421 | |
Operating lease obligation, current | |
| 41,447 | | |
| 25,050 | | |
| 18,688 | |
Tax payable | |
| 28,335 | | |
| 48,143 | | |
| 35,915 | |
Total current liabilities | |
| 342,688 | | |
| 246,131 | | |
| 183,615 | |
| |
| | | |
| | | |
| | |
Non-current liabilities: | |
| | | |
| | | |
| | |
Bank loans, non-current portion | |
| 133,256 | | |
| 81,759 | | |
| 60,992 | |
Deferred government subsidies, non-current | |
| 27,062 | | |
| 18,708 | | |
| 13,956 | |
Operating lease obligation, non-current | |
| 25,763 | | |
| 11,119 | | |
| 8,295 | |
Total non-current liabilities | |
| 186,081 | | |
| 111,586 | | |
| 83,243 | |
| |
| | | |
| | | |
| | |
Total liabilities | |
| 528,769 | | |
| 357,717 | | |
| 266,858 | |
| |
| | | |
| | | |
| | |
SHAREHOLDERS’ EQUITY | |
| | | |
| | | |
| | |
Ordinary shares, 245,098 and 350,140 shares issued and outstanding as of December 31, 2021 and 2022, respectively | |
| 215,001 | | |
| 1,783,001 | | |
| 1,330,119 | |
Shares to be issued | |
| 500,000 | | |
| - | | |
| - | |
Accumulated deficit | |
| (193,868 | ) | |
| (585,083 | ) | |
| (436,473 | ) |
Total shareholders’ equity | |
| 521,133 | | |
| 1,197,918 | | |
| 893,646 | |
| |
| | | |
| | | |
| | |
Total liabilities and shareholders’ equity | |
| 1,049,902 | | |
| 1,555,635 | | |
| 1,160,504 | |
The
accompanying notes are an integral part of these financial statements
SIMPLY
SAKAL PTE. LTD.
STATEMENTS
OF OPERATIONS INCOME/(LOSS)
| |
December 31, 2021 | | |
December 31, 2022 | | |
December 31, 2022 | |
| |
SGD | | |
SGD | | |
USD | |
Operating revenues | |
| 1,675,039 | | |
| 2,647,140 | | |
| 1,974,766 | |
Cost of revenues | |
| (1,050,681 | ) | |
| (1,952,869 | ) | |
| (1,456,840 | ) |
Gross profit | |
| 624,358 | | |
| 694,271 | | |
| 517,926 | |
| |
| | | |
| | | |
| | |
Operating expenses | |
| | | |
| | | |
| | |
Staff expenses | |
| (603,682 | ) | |
| (992,258 | ) | |
| (740,225 | ) |
Depreciation and amortization expenses | |
| (41,694 | ) | |
| (60,809 | ) | |
| (45,364 | ) |
General and administrative expenses | |
| (155,421 | ) | |
| (257,472 | ) | |
| (192,074 | ) |
Total operating expenses | |
| (800,797 | ) | |
| (1,310,539 | ) | |
| (977,663 | ) |
| |
| | | |
| | | |
| | |
Loss from operations | |
| (176,439 | ) | |
| (616,268 | ) | |
| (459,737 | ) |
| |
| | | |
| | | |
| | |
Other income (expense): | |
| | | |
| | | |
| | |
Interest expense | |
| (4,344 | ) | |
| (3,580 | ) | |
| (2,671 | ) |
Government grants | |
| 201,332 | | |
| 226,552 | | |
| 169,007 | |
Other income, net | |
| 120 | | |
| 2,088 | | |
| 1,558 | |
| |
| | | |
| | | |
| | |
Total other income, net | |
| 197,108 | | |
| 225,060 | | |
| 167,894 | |
| |
| | | |
| | | |
| | |
INCOME/(LOSS) BEFORE INCOME TAXES | |
| 20,669 | | |
| (391,208 | ) | |
| (291,843 | ) |
Income tax expense | |
| - | | |
| (7 | ) | |
| (5 | ) |
| |
| | | |
| | | |
| | |
NET INCOME/(LOSS) | |
| 20,669 | | |
| (391,215 | ) | |
| (291,848 | ) |
The
accompanying notes are an integral part of these financial statements.
SIMPLY
SAKAL PTE. LTD.
STATEMENTS
OF CHANGES IN SHAREHOLDERS’ EQUITY
| |
Ordinary shares | | |
Accumulated | | |
Total shareholders’ | |
| |
No. of shares | | |
Amount | | |
To be issued | | |
deficit | | |
equity | |
| |
| | |
SGD | | |
SGD | | |
SGD | | |
SGD | |
| |
| | |
| | |
| | |
| | |
| |
Balance, January 1, 2021 | |
| 245,098 | | |
| 215,001 | | |
| - | | |
| (214,537 | ) | |
| 464 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net income | |
| - | | |
| - | | |
| - | | |
| 20,669 | | |
| 20,669 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Ordinary shares to be issued | |
| - | | |
| - | | |
| 500,000 | | |
| - | | |
| 500,000 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balance, December 31, 2021 | |
| 245,098 | | |
| 215,001 | | |
| 500,000 | | |
| (193,868 | ) | |
| 521,133 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Issuance of common shares for cash | |
| 105,042 | | |
| 1,568,000 | | |
| (500,000 | ) | |
| - | | |
| 1,068,000 | |
Net loss | |
| - | | |
| - | | |
| - | | |
| (391,215 | ) | |
| (391,215 | ) |
Balance, December 31, 2022 | |
| 350,140 | | |
| 1,783,001 | | |
| - | | |
| (585,083 | ) | |
| 1,197,918 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balance, December 31, 2022 (USD) | |
| 350,140 | | |
| 1,330,119 | | |
| - | | |
| (436,473 | ) | |
| 893,646 | |
The
accompanying notes are an integral part of these financial statements.
SIMPLY
SAKAL PTE. LTD.
STATEMENTS
OF CASH FLOWS
| |
For the year ended December 31, 2021 | | |
For the year ended December 31, 2022 | | |
For the year ended December 31, 2022 | |
| |
SGD | | |
SGD | | |
USD | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |
| | | |
| | | |
| | |
Net income/(loss) | |
| 20,669 | | |
| (391,215 | ) | |
| (291,848 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | | |
| | |
Depreciation expense of property and equipment | |
| 8,662 | | |
| 12,221 | | |
| 9,118 | |
Amortization expenses of right-of-use assets | |
| 28,325 | | |
| 43,849 | | |
| 32,711 | |
Amortization expenses of intangible assets | |
| 8,588 | | |
| 77,955 | | |
| 58,154 | |
Loss on disposal assets | |
| - | | |
| 3,140 | | |
| 2,342 | |
Gain on disposal of right-of-use assets | |
| - | | |
| (350 | ) | |
| (261 | ) |
Interest income from short-term loan to director | |
| - | | |
| (967 | ) | |
| (721 | ) |
Changes in assets and liabilities: | |
| | | |
| | | |
| | |
Accounts receivable, net | |
| (310,532 | ) | |
| 58,870 | | |
| 43,917 | |
Prepayments | |
| (4,296 | ) | |
| 2,024 | | |
| 1,510 | |
Deposits | |
| (14,869 | ) | |
| 27 | | |
| 20 | |
Accounts payable | |
| (6,601 | ) | |
| 9,796 | | |
| 7,308 | |
Deferred government subsidies | |
| 35,416 | | |
| (8,354 | ) | |
| (6,232 | ) |
Accrued liabilities and other payables | |
| 39,553 | | |
| 7,627 | | |
| 5,690 | |
Tax payable | |
| 28,335 | | |
| 19,808 | | |
| 14,777 | |
Operating lease | |
| (27,770 | ) | |
| (43,764 | ) | |
| (32,646 | ) |
NET CASH USED IN OPERATING ACTIVITIES | |
| (194,520 | ) | |
| (209,333 | ) | |
| (156,161 | ) |
| |
| | | |
| | | |
| | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |
| | | |
| | | |
| | |
Purchases of property and equipment | |
| (15,170 | ) | |
| (20,517 | ) | |
| (15,306 | ) |
Purchase of intangible assets | |
| (147,003 | ) | |
| (268,088 | ) | |
| (199,994 | ) |
Short-term loan to a director | |
| - | | |
| (100,000 | ) | |
| (74,600 | ) |
NET CASH USED IN INVESTING ACTIVITIES | |
| (162,173 | ) | |
| (388,605 | ) | |
| (289,900 | ) |
| |
| | | |
| | | |
| | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |
| | | |
| | | |
| | |
Proceeds from common shares issued for cash | |
| 500,000 | | |
| 1,068,000 | | |
| 796,728 | |
Advance from/(Repayment to) related parties | |
| 131,733 | | |
| (119,104 | ) | |
| (88,852 | ) |
Proceeds from the bank loans | |
| 190,000 | | |
| - | | |
| - | |
Repayment of the bank loans | |
| (36,932 | ) | |
| (49,784 | ) | |
| (37,139 | ) |
NET CASH PROVIDED BY FINANCING ACTIVITIES | |
| 784,801 | | |
| 899,112 | | |
| 670,737 | |
| |
| | | |
| | | |
| | |
NET CHANGE IN CASH AND BANK BALANCES | |
| 428,108 | | |
| 301,174 | | |
| 224,676 | |
| |
| | | |
| | | |
| | |
CASH AND BANK BALANCES AT BEGINNING OF PERIOD | |
| 15,395 | | |
| 443,503 | | |
| 330,853 | |
| |
| | | |
| | | |
| | |
CASH AND BANK BALANCES AT PERIOD END | |
| 443,503 | | |
| 744,677 | | |
| 555,529 | |
| |
| | | |
| | | |
| | |
SUPPLEMENTAL CASH FLOW INFORMATION: | |
| | | |
| | | |
| | |
Cash paid for: | |
| | | |
| | | |
| | |
Interest received | |
| - | | |
| - | | |
| - | |
Interest expense | |
| (4,344 | ) | |
| (3,580 | ) | |
| (2,671 | ) |
Income tax paid | |
| - | | |
| (7 | ) | |
| (5 | ) |
The
accompanying notes are an integral part of these financial statements.
SIMPLY
SAKAL PTE. LTD.
NOTES
TO FINANCIAL STATEMENTS
Note
1 – Nature of business and organization
Simply
Sakal Pte. Ltd. (“Simply” or the “Company”) is a company incorporated on January 4, 1995 under the laws of Singapore.
The Company was first established as Ace Acres Pte. Ltd. on January 4, 1995, and changed its name to Aces Assets Management Pte. Ltd.
on June 26, 2013. On February 5, 2020, Aces Assets Management Pte. Ltd. was acquired by Sakal Real Estate Partners Pte. Ltd.. The Company
was renamed as Simply Sakal Pte. Ltd. on March 16, 2020.
The
company primarily engages in the provision of estate management services for residential, commercial and industrial real estate in Singapore.
Note
2 – Summary of significant accounting policies
Basis
of presentation
The
accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States
of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”).
Use
of estimates and assumptions
The
preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities at the balance sheet date and revenues and expenses during the reporting periods. Significant
accounting estimates reflected in the Company’s financial statements include, but not limited to, impairment of long-lived assets,
deferred taxes and uncertain tax position, and allowance for expected credit losses. Changes in facts and circumstances may result in
revised estimates. Actual results could differ from those estimates, and as such, differences may be material to the financial statements.
Risks
and uncertainties
The
main operations of the Company are in Singapore. Accordingly, the Company’s business, financial condition, and results of operations
may be influenced by political, economic, and legal environments in Singapore, as well as by the general state of the economy in Singapore.
The Company’s results may be adversely affected by changes in the political, regulatory and social conditions in Singapore. The
Company believes that it is following existing laws and regulations including its organization and structure disclosed in Note 1, such
experience may not be indicative of future results.
The
Company’s business, financial condition and results of operations may also be negatively impacted by risks related to natural disasters,
extreme weather conditions, health epidemics and other catastrophic incidents, which could significantly disrupt the Company’s
operations.
Foreign
currency translation and transaction
The
accompanying financial statements are presented in the Singapore Dollars (“SGD” or “S$”), which is the functional
and reporting currency of the Company.
In
the financial statements, the financial information of the Company has been translated into SGD. Assets and liabilities are translated
at the exchange rates on the balance sheet date, and expenses are translated at spot rates.
The
following table outlines the currency exchange rates that were used in creating the financial statements in this report:
| |
| December 31, 2021 | | |
| December 31, 2022 | |
Year-end spot rate | |
| SGD1.00 = USD0.7396 | | |
| SGD1.00 = USD0.7460 | |
Average rate | |
| SGD1.00 = USD0.7442 | | |
| SGD1.00 = USD0.7241 | |
Year-end spot rate | |
| SGD1.00 = VND16,838.2 | | |
| SGD1.00 = VND17,612.7 | |
Average rate | |
| SGD1.00 = VND17,071.0 | | |
| SGD1.00 = VND16,981.0 | |
Convenience
translation
Translations
of balances in the balance sheets, statements of income, statements of changes in shareholders’ equity and statements of cash flows
from SGD into USD as of December 31, 2022 are solely for the convenience of the readers and are calculated at the rate of SGD1.00 = USD0.7460,
representing the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on December 30, 2022. No representation
is made that the SGD amounts could have been, or could be, converted, realized or settled into USD at such rate, or at any other rate.
Cash
and bank balances
Cash
and bank balances primarily consist also consist of petty cash and funds earned from the Company’s operating revenues which were
held at third party platform fund accounts which are unrestricted as to immediate use or withdrawal. The Company maintains all of its
bank accounts in Singapore.
Accounts
receivable and allowance for expected credit losses
Accounts
receivable include trade accounts due from clients. Accounts are considered overdue after 30 days. Management reviews its receivables
on a regular basis to determine if the expected credit losses is adequate and provides allowance when necessary. The allowance is based
on management’s best estimates of specific losses on individual client exposures, as well as the historical trends of collections.
Account balances are charged off against the allowance after all means of collection have been exhausted and the likelihood of collection
is not probable. As of December 31, 2021 and 2022, no allowance was deemed necessary by the Company.
Prepayments
Prepayments
are mainly payments made to vendors or services providers for future services that have not been provided and prepaid rent. These amounts
are refundable and bear no interest. Management reviews its prepayments on a regular basis to determine if the allowance is adequate
and adjusts the allowance when necessary. As of December 31, 2021 and 2022, no allowance was deemed necessary.
Deposits
Deposits
are mainly for rent, utilities and money deposited with certain vendors. These amounts are refundable and bear no interest. The short-term
deposits usually have a one-year term and are refundable upon contract termination. The long-term deposits are refunded from suppliers
when terms and conditions set forth in the agreements have been satisfied.
Property
and equipment, net
Property
and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated
useful lives of the assets. The estimated useful lives are as follows:
| |
Expected useful lives |
Leasehold improvements | |
lesser of lease term or expected useful life |
Office equipment | |
5 years |
Furniture and fittings | |
5 years |
Computers | |
3 years |
The
cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is
included in the statements of operations and comprehensive loss. Expenditures for maintenance and repairs are charged to earnings as
incurred, while additions, renewals and betterments, which are expected to extend the useful life of assets, are capitalized. The Company
also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful
lives.
Intangible
assets
The
Company recognizes intangible assets that primarily consist of the cost of internally developed software, which are carried at cost less
accumulated amortization. Such amortization is recorded on a straight-line basis over the estimated useful lives of 5 years. Capitalization
of the costs of the internally developed software includes the costs associated with its development, upgrades and enhancement costs
incurred in their respective period. Amortization for the internally developed software is recognized in cost of revenue. Capitalization
of acquired software are carried at their acquisition costs, and amortization of the acquired software is recognized in depreciation
and amortization expenses.
Impairment
for long-lived assets
Long-lived
assets, including property and equipment and intangible assets with finite lives are reviewed for impairment whenever events or changes
in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that
the carrying value of an asset may not be recoverable. We assess the recoverability of the assets based on the undiscounted future cash
flows the assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to
result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of
the asset. If an impairment is identified, we would reduce the carrying amount of the asset to its estimated fair value based on a discounted
cash flows approach or, when available and appropriate, to comparable market values. As of December 31, 2021 and 2022, no impairment
of long-lived assets was recognized.
Fair
value measurement
The
accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and
requires disclosure of the fair value of financial instruments held by the Company.
The
accounting standards define fair value, establish a three-level valuation hierarchy for disclosures of fair value measurement and enhance
disclosure requirements for fair value measures. The three levels are defined as follows:
|
● |
Level
1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
|
● |
Level
2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that
are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. |
|
|
|
|
● |
Level
3 inputs to the valuation methodology are unobservable and significant to the fair value. |
Financial
instruments included in current assets and current liabilities are reported in the balance sheets at face value or cost, which approximate
fair value because of the short period of time between the origination of such instruments and their expected realization and their current
market rates of interest.
Revenue
recognition
Effective
January 1, 2020, the Company adopted ASC Topic 606, Revenue from Contracts with Customers, which replaced ASC Topic 605, using the modified
retrospective method of adoption. Results for reporting periods beginning after January 1, 2020 are presented under ASC Topic 606 while
prior period amounts are not adjusted and continue to be presented under the Company’s historic accounting under ASC Topic 605.
The Company’s accounting for revenue remains substantially unchanged. There were no cumulative effect adjustments for service contracts
in place prior to January 1, 2020. The effect from the adoption of ASC Topic 606 was not material to the Company’s financial statements.
The
five-step model defined by ASC Topic 606 requires the Company to:
(1)
identify its contracts with customers;
(2)
identify its performance obligations under those contracts;
(3)
determine the transaction prices of those contracts;
(4)
allocate the transaction prices to its performance obligations in those contracts; and
(5)
recognize revenue when each performance obligation under those contracts is satisfied. Revenue is recognized when promised services are
transferred to the client in an amount that reflects the consideration expected in exchange for those services.
The
Company enters into service agreements with its customers that outline the rights, responsibilities, and obligations of each party. The
agreements also identify the scope of services, service fees, and payment terms. Agreements are acknowledged and signed by both parties.
All the contracts have commercial substance, and it is probable that the Company will collect considerations from its customers for service
component.
The
Company have utilized the allowable practical expedient in the accounting guidance and elected not to capitalize costs related to obtaining
contracts with customers with durations of less than one year. We do not have significant remaining performance obligations.
The
Company derives its revenues from two sources: (1) estate management services, and (2) revenue from other services.
|
1) |
Estate
management services |
The
Company earns estate management services revenue from Management Corporate Strata Titles (MCSTs) by being appointed as the Managing Agent
for the respective estates to provide routine management, administration and secretarial services, accounting and finance management,
and the operation and maintenance of the estates. Management believes that the estate management services are integrated services, and
it is impractical to assess standalone value to each service; accordingly, the estate management services should be considered as single
performance obligation. In consideration of the services provided by the Company, the MCSTs pay a monthly fee to the Company. The contract
is a fixed contract with a fixed fee over the contractual period. The monthly management fee of individual estate vary depending on the
size of the estates and the scope of the services required. Estate management revenue primarily contains an ongoing performance obligation
that is satisfied upon the end of each calendar month, at which point the monthly fee is earned. The revenue is recognized over time
based on the fixed contract fee over the contractual period. The Company is considered to be the principal as it has the right to determine
the service price and to define the service performance obligations, it has control over services provided and it is fully responsible
for fulfilling the estate management services pursuant to the estate management service contracts it signed with the MCSTs. Typical payment
terms set forth in the invoice are within 30 days.
The
Company generates revenues from other services such as providing of additional manpower which are usually in ad-hoc basis, certification
of documents, disbursements, marketing initiatives and others that to be completed in a short-term period. Service fees for other services
are generally recognized at the point in time when services are provided. Typical payment terms set forth in the invoice are within 30
days.
Cost
of revenue
Cost
of revenue consists primarily of amortization expense of software, personnel costs (including base pay and benefits), Central Provident
Fund contribution and other costs associated with the provision of the estate management services on the sites.
Employee
compensation
Singapore
|
(1) |
Defined
contribution plan |
The
Company participates in the national pension schemes as defined by the laws of Singapore’s jurisdictions in which it has operations.
Contributions to defined contribution pension schemes are recognized as an expense in the period in which the related service is performed.
Government
grant
Government
grants are not recognized until there is a reasonable assurance that the Company will comply with the conditions attaching to them and
that the grants will be received.
Government
grants are recognized in profit or loss on a systematic basis over the periods in which the Company recognizes as expenses the related
costs for which the grants are intended to compensate. Specifically, government grants whose primary condition is that the Company should
purchase, construct or otherwise acquire non-current assets (including property, plant and equipment) are recognized as deferred income
in the balance sheet and transferred to operations and comprehensive income on a systematic and rational basis over the useful lives
of the related assets.
Government
grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support
to the company with no future related costs are recognized in profit or loss in the period in which they become receivable.
The
Company received S$37,990 in 2021 in government grants from the Singapore Government for the purchase and use of accounting software,
which was recognized as deferred income. The carrying amounts were S$ 35,416 and S$27,062 for the years ended December 31, 2021 and 2022,
respectively.
Segment
reporting
ASC
280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent
with the Company’s internal organizational structure as well as information about geographical areas, business segments and major
customers in financial statements for detailing the Company’s business segments. Management has determined that the Company operates
in a single segment because there is only one Chief Operating Decision Maker (“CODM”) for the Company who sits the Company’s
Chief Executive Officer. Operating and financial metrics are applied to the entire Company as a whole because there is only one segment.
In the event that the Company determines that there is more than one segment, the Company will disclose how it has determined there is
more than one segment and disclose the relevant metrics for measurement of performance.
Leases
The
Company adopted ASC 842 on January 1, 2019. The Company determines if an arrangement is a lease at inception. Operating leases are included
in operating lease right-of-use (“ROU”) assets, operating lease liability, and operating lease liability, non-current in
the Company’s balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and
lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets
and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. When determining
the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that
option, if any. As the Company’s leases do not provide an implicit rate, the Company used an incremental borrowing rate based on
the information available at commencement date in determining the present value of lease payments. The Company has elected to adopt the
following lease policies in conjunction with the adoption of ASU 2016-02: (i) for leases that have lease terms of 12 months or less and
does not include a purchase option that is reasonably certain to exercise, the Company elected not to apply ASC 842 recognition requirements;
and (ii) the Company elected to apply the package of practical expedients for existing arrangements entered into prior to January 1,
2019 to not reassess (a) whether an arrangement is or contains a lease, (b) the lease classification applied to existing leases, and(c)
initial direct costs.
Income
taxes
The
Company accounts for income taxes in accordance with U.S. GAAP for income taxes. The charge for taxation is based on the results for
the fiscal year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted
or substantively enacted by the balance sheet date.
Deferred
taxes are accounted for using the asset and liability method in respect of temporary differences arising from differences between the
carrying amount of assets and liabilities in the financial statements and the corresponding tax basis used in the computation of assessable
tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized
to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized.
Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled.
Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity,
in which case the deferred tax is also dealt with in equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion
of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes
are provided for in accordance with the laws of the relevant taxing authorities.
An
uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained
in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that
is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test,
no tax benefit is recorded. No penalties and interest incurred related to underpayment of income tax for the years ended December 31,
2021 and 2022. The Company had no uncertain tax positions for the years ended December 31, 2021 and 2022. The Company does not expect
that its assessment regarding unrecognized tax positions will materially change over the next 12 months.
Related
party transactions
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, such as a family member or relative,
shareholder, or a related corporation.
Commitments
and Contingencies
In
the normal course of business, the Company is subject to contingencies, including legal proceedings and claims arising out of the business
that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes a liability for such
contingency if it determines it is probable that a loss has occurred and a reasonable estimate of the loss can be made. The Company may
consider many factors in making these assessments including historical and the specific facts and circumstances of each matter.
Concentration
of risks
Concentration
of credit risk
Financial
instruments that potentially expose us to concentrations of credit risk consist primarily of cash and bank balances and account receivable.
The Company place its cash and bank balances with financial institutions with high credit ratings and quality.
Accounts
receivable primarily comprise of amounts receivable from the service clients. The Company conducts credit evaluations of clients, and
generally does not require collateral or other security from the clients. The Company establish an allowance for expected credit losses
primarily based upon the factors surrounding the credit risk of specific clients.
Concentration
of customers
As
of December 31, 2022, two clients who are MCSTs, accounted for 11.0 % and 11.0% of the account receivables, respectively.
As
of December 31, 2021, three clients who are MCSTs, accounted for 25.9%, 16.1% and 11.4% of the account receivables, respectively.
For
the year ended December 31, 2022, one client who is an MCST accounted for 10.1% of the total revenue.
For
the year ended December 31, 2021, two clients who are MCSTs accounted for 24.5% and 23.1% of the total revenue, respectively.
Concentration
of vendors
For
the years ended December 31, 2021 and 2022, no vendor has accounted for more than 10% of the total expenditure and none of the vendors
consisted of more than 10% of account payable for the respective year.
Recent
accounting pronouncement
The
Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews
new accounting standards that are issued. Under the Jump start Our Business Start-ups Act of 2012, as amended (the “JOBS Act”),
the Company meets the definition of an emerging growth company, or EGC, and has elected the extended transition period for complying
with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies.
In
June 2016, the FASB amended guidance related to the impairment of financial instruments as part of ASU2016-13 Financial Instruments –
Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which will be effective January 1, 2020. The guidance
replaces the incurred loss impairment methodology with an expected credit loss model for which a company recognizes an allowance based
on the estimate of expected credit loss. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial
Instruments - Credit Losses, which clarified that receivables from operating leases are not within the scope of Topic 326 and instead,
impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842. On May 15, 2019, the FASB
issued ASU 2019-05, which provides transition relief for entities adopting the Board’s credit losses standard, ASU 2016-13. Specifically,
ASU 2019-05 amends ASU 2016-13 to allow companies to irrevocably elect, upon adoption of ASU 2016-13, the fair value option for financial
instruments that (1) were previously recorded at amortized cost and (2) are within the scope of the credit losses guidance in ASC 326-20,
(3) are eligible for the fair value option under ASC 825-10, and (4) are not held-to-maturity debt securities. For entities that have
adopted ASU 2016-13, the amendments in ASU 2019-05 are effective for fiscal years beginning after December 15, 2019, including interim
periods therein. An entity may early adopt the ASU in any interim period after its issuance if the entity has adopted ASU 2016-13. For
all other entities, the effective date will be the same as the effective date of ASU 2016-13. In November 2019, the FASB issued ASU 2019-11,
“Codification Improvements to Topic 326, Financial Instruments – Credit Losses.” ASU 2019-11 is an accounting pronouncement
that amends ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.”
The ASU 2019-11 amendment provides clarity and improves the codification to ASU 2016-03. The pronouncement would be effective concurrently
with the adoption of ASU 2016-03. The pronouncement is effective for fiscal years beginning after December 15, 2019 and interim periods
within those fiscal years. In February 2020, the FASB issued ASU No. 2020-02, which provides clarifying guidance and minor updates to
ASU No. 2016-13 – Financial Instruments – Credit Loss (Topic 326) (“ASU 2016-13”) and related to ASU No. 2016-02
– Leases (Topic 842). ASU 2020-02 amends the effective date of ASU 2016-13, such that ASU 2016-13 and its amendments will be effective
for the Company for interim and annual periods in fiscal years beginning after December 15, 2022. The Company is currently evaluating
the impact this ASU will have on its consolidated financial statements and related disclosures.
On
December 18, 2019, the FASB issued ASU No. 2019-12, Income taxes (Topic 740), Simplifying the Accounting for Income Taxes. This guidance
amends ASC Topic 740 and addresses several aspects including 1) evaluation of step-up tax basis of goodwill when there is not a business
combination, 2) policy election to not allocate consolidated taxes on a separate entity basis to entities not subject to income tax,
3) accounting for tax law changes or rates during interim periods, 4) ownership changes from equity method investment to subsidiary or
vice versa, 5) elimination of exception to intrapetrous allocation when there is gain in discontinued operations and a loss from continuing
operations, and 6) treatment of franchise taxes that are partially based on income. The amendments in this Update are effective for the
Company for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022.
The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures. The Company is
evaluating the impact of this guidance on its consolidated financial statements and related disclosures.
In
October 2020, the FASB issued ASU 2020-08, “Codification Improvements to Subtopic 310-20, Receivables-Non-refundable Fees and Other
Costs”. The amendments in this Update represent changes to clarify the Codification. The amendments make the Codification easier
to understand and easier to apply by eliminating inconsistencies and providing clarifications. ASU 2020-08 is effective for the Company
for fiscal years beginning after December 15, 2021 and fiscal years beginning after December 15, 2022. All entities should apply the
amendments in this Update on a prospective basis as of the beginning of the period of adoption for existing or newly purchased callable
debt securities. These amendments do not change the effective dates for Update 2017-08. The Company is currently evaluating the impact
of this new standard on the Company’s consolidated financial statements and related disclosures.
In
October 2020, the FASB issued ASU 2020-10, “Codification Improvements”. The amendments in this Update represent changes to
clarify the Codification or correct unintended application of guidance that are not expected to have a significant effect on current
accounting practice or create a significant administrative cost to most entities. The amendments in this Update affect a wide variety
of Topics in the Codification and apply to all reporting entities within the scope of the affected accounting guidance. ASU 2020-10 is
effective for the Company for fiscal years beginning after December 15, 2021 and fiscal years beginning after December 15, 2022.The amendments
in this Update should be applied retrospectively. The Company does not expect the adoption of this standard to have a material impact
on its audited financial statements.
The
Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material
effect on the Company’s balance sheets, statements of operations and comprehensive loss and statements of cash flows.
Note
3 – Revenues
Effective
January 1, 2019, the Company adopted ASC Topic 606, Revenue from Contracts with Customers, which replaced ASC Topic 605, using the modified
retrospective method of adoption. Results for reporting periods beginning after January 1, 2019 are presented under ASC Topic 606 while
prior period amounts are not adjusted and continue to be presented under the Company’s historic accounting under ASC Topic 605.
The Company’s accounting for revenues remains substantially unchanged. There were no cumulative effect adjustments made to the
contracts in place prior to January 1, 2019. The effect from the adoption of ASC Topic 606 was not material to the Company’s financial
statements.
Revenues
are recognized when control of the promised services and deliverables are transferred to the Company’s customers in an amount that
reflects the consideration to which the Company expects to be entitled to and receive in exchange for services and deliverables rendered.
Disaggregation
of revenue
| |
December 31, 2021 | | |
December 31, 2022 | | |
December 31, 2022 | |
| |
SGD | | |
SGD | | |
USD | |
Revenue by service type | |
| | | |
| | | |
| | |
Estate management services | |
| 1,431,768 | | |
| 2,513,219 | | |
| 1,874,862 | |
Other services | |
| 243,271 | | |
| 133,921 | | |
| 99,904 | |
Total operating revenue | |
| 1,675,039 | | |
| 2,647,140 | | |
| 1,974,766 | |
| |
| | | |
| | | |
| | |
Revenue by timing of revenue | |
| | | |
| | | |
| | |
Services transferred over time | |
| 1,431,768 | | |
| 2,513,219 | | |
| 1,874,862 | |
Services transferred at a point in time | |
| 243,271 | | |
| 133,921 | | |
| 99,904 | |
Total operating revenue | |
| 1,675,039 | | |
| 2,647,140 | | |
| 1,974,766 | |
Note
4 – Accounts receivable, net
Accounts
receivable consist of the following:
| |
December 31, 2021 | | |
December 31, 2022 | | |
December 31, 2022 | |
| |
SGD | | |
SGD | | |
USD | |
Accounts receivable | |
| 346,509 | | |
| 287,639 | | |
| 214,579 | |
Expected credit loss | |
| - | | |
| - | | |
| - | |
Accounts receivable, net | |
| 346,509 | | |
| 287,639 | | |
| 214,579 | |
Aging
analysis
As
of the end of each of the financial year, the aging analysis of accounts receivable based on the invoice date is as follows:
| |
December 31, 2021 | | |
December 31, 2022 | | |
December 31, 2022 | |
| |
SGD | | |
SGD | | |
USD | |
Within 30 days | |
| 299,464 | | |
| 279,963 | | |
| 208,853 | |
Between 31 and 60 days | |
| 47,045 | | |
| 7,204 | | |
| 5,374 | |
Between 61 and 90 days | |
| - | | |
| - | | |
| - | |
More than 90 days | |
| - | | |
| 472 | | |
| 352 | |
Total accounts receivable, net | |
| 346,509 | | |
| 287,639 | | |
| 214,579 | |
Note
5 – Property and equipment, net
Property
and equipment, net consist of the following:
| |
December 31, 2021 | | |
December 31, 2022 | | |
December 31, 2022 | |
| |
SGD | | |
SGD | | |
USD | |
At cost: | |
| | | |
| | | |
| | |
Office furniture and fittings | |
| 3,428 | | |
| 1,800 | | |
| 1,343 | |
Office equipment | |
| 34,660 | | |
| 30,901 | | |
| 23,052 | |
Leasehold improvements | |
| 4,401 | | |
| 4,401 | | |
| 3,283 | |
Total | |
| 42,489 | | |
| 37,102 | | |
| 27,678 | |
Accumulated depreciation | |
| (22,447 | ) | |
| (11,904 | ) | |
| (8,880 | ) |
Property and equipment, net | |
| 20,042 | | |
| 25,198 | | |
| 18,798 | |
Depreciation
expenses for the years ended December 31, 2021 and 2022 amounted to S$8,662 and S$12,221 (US$9,118) respectively.
No
impairment loss had been recognized for the years ended December 31, 2021 and 2022, respectively.
Note
6 – Intangible assets, net
The
following table provides additional information regarding the intangible assets:
| |
December 31, 2021 | | |
December 31, 2022 | | |
December 31, 2022 | |
| |
SGD | | |
SGD | | |
USD | |
Software | |
| 133,673 | | |
| 401,761 | | |
| 299,714 | |
Less: accumulated amortization | |
| (4,707 | ) | |
| (77,923 | ) | |
| (58,130 | ) |
Software, net. | |
| 128,966 | | |
| 323,838 | | |
| 241,584 | |
| |
| | | |
| | | |
| | |
Acquired software | |
| 23,695 | | |
| 23,695 | | |
| 17,676 | |
Less: accumulated amortization | |
| (4,918 | ) | |
| (9,657 | ) | |
| (7,204 | ) |
Acquired software, net | |
| 18,777 | | |
| 14,038 | | |
| 10,472 | |
| |
| | | |
| | | |
| | |
Intangible assets, net | |
| 147,743 | | |
| 337,876 | | |
| 252,056 | |
| |
| | | |
| | | |
| | |
Weighted average remaining useful life | |
| 4 years | | |
| 3 years | | |
| 3 years | |
Amortization
expenses for the years ended December 31, 2021 and 2022 amounted to S$8,588 and S$77,955 (US$58,154), respectively.
Note
7 – Bank loans
Outstanding
balances of bank loans consist of the following:
Bank Name | |
Drawn/ Maturities | |
Interest Rate | | |
Collateral/Guarantee | |
December 31, 2021 SGD | | |
December 31, 2022 SGD | | |
December 31, 2022 USD | |
UOB Business Loan | |
January 2021 /January 2026 | |
| 2.25 | % | |
Guaranteed by Kwan Cho Ching Joe, Ming Kok Wah, and Chong Jia Gen Kenneth, Directors of the Company | |
| 156,738 | | |
| 119,670 | | |
| 89,274 | |
DBS Temporary Bridging Loan | |
August 2020/September 2023 | |
| 2.50 | % | |
Guaranteed by Chong Jia Gen Kenneth, Directors of the Company | |
| 26,330 | | |
| 13,614 | | |
| 10,156 | |
Total | |
| |
| | | |
| |
| 183,068 | | |
| 133,284 | | |
| 99,430 | |
Bank loans, current portion | |
| |
| | | |
| |
| 49,812 | | |
| 51,525 | | |
| 38,438 | |
Bank loans, non-current portion | |
| |
| | | |
| |
| 133,256 | | |
| 81,759 | | |
| 60,992 | |
Interest
expense for the years ended December 31, 2021 and 2022 amounted to S$4,344 and S$3,580 (US$2,671) respectively.
The
maturities schedule is as follows:
Twelve
months ending December 31,
| |
SGD | | |
USD | |
| |
| | |
| |
2023 | |
| 51,525 | | |
| 38,438 | |
2024 | |
| 38,779 | | |
| 28,925 | |
2025 | |
| 39,649 | | |
| 29,578 | |
2026 | |
| 3,337 | | |
| 2,489 | |
Total | |
| 133,284 | | |
| 99,430 | |
Note
8 – Accrued liabilities and other payables
The
components of accrued expenses and other payables are as follows:
| |
December 31, 2021 | | |
December 31, 2022 | | |
December 31, 2022 | |
| |
SGD | | |
SGD | | |
USD | |
| |
| | |
| | |
| |
Accrued payroll and welfare | |
| 58,769 | | |
| 65,759 | | |
| 49,056 | |
Accrued expenses* | |
| 5,153 | | |
| 5,390 | | |
| 4,021 | |
Other payables | |
| 400 | | |
| 800 | | |
| 597 | |
Total accrued liabilities and other payables | |
| 64,322 | | |
| 71,949 | | |
| 53,674 | |
|
*
Accrued expenses mainly consist of accrual of professional service fees and cost incurred yet to bill. |
Note
9 – Related party balances and transactions
Nature
of relationships with related parties
Related parties | |
Relationship |
Chong Jia Gen Kenneth | |
Shareholder, Director, Chief Executive Officer |
Sakal Real Estate Partners Pte. Ltd. | |
Shareholder |
Narendra Patel | |
Shareholder |
Ming Kok Wah | |
Director |
Kwan Cho Ching Joe | |
Director |
Related
party balances
Transaction
nature | |
Name | |
2021 | | |
2022 | | |
2022 | |
| |
| |
| |
SGD | | |
SGD | | |
USD | |
Short-term
loan | |
Chong
Jia Gen Kenneth | |
(i) | |
| - | | |
| 100,967 | | |
| 75,321 | |
| |
| |
| |
| | | |
| | | |
| | |
Amount
Due to | |
Sakal
Real Estate Partners Pte. Ltd. | |
(ii) | |
| 45,734 | | |
| 12,628 | | |
| 9,421 | |
| |
Chong
Jia Gen Kenneth | |
(iii) | |
| 61,998 | | |
| - | | |
| - | |
| |
Ming
Kok Wah | |
(iv) | |
| 12,000 | | |
| - | | |
| - | |
| |
Kwan
Cho Ching Joe | |
(v) | |
| 12,000 | | |
| - | | |
| - | |
(i)
The amount relates to a loan extended to one of Simply’s shareholders and directors, Chong Jia Gen Kenneth, on July 7, 2022, with
a principal amount of S$100,000 and the interest rate of 2% per annum. The loan was approved by ordinary resolution at the Extraordinary
General Meeting of Simply, and the loan has been repaid to Simply as of August 7, 2023.
(ii)
The amount due to Sakal Real Estate Partners Pte. Ltd. in 2021 relates to a S$50,000 advances to fund the ongoing operation of Simply,
an amount of S$8,334 relates to payments made by Simply on behalf of Sakal Real Estate Partners Pte. Ltd., and a S$4,068 payable for
the provision of outsourced manpower by Sakal Real Estate Partners Pte. Ltd. to Simply Sakal Pte. Ltd.. The amount due to Sakal Real
Estate Partners Pte. Ltd. in 2022 relates to the outstanding amount to be paid for the provision of corporate advisory and management
services by Sakal Real Estate Partners Pte. Ltd. to Simply Sakal Pte. Ltd. at S$4,000 per month excluding GST.
(iii)
The amount due to Chong Jia Gen Kenneth of $61,998 in 2021 consists of S$50,000 advances to fund the ongoing operation of Simply, and
a S$12,000 director fee payable for the financial year of 2021, and offset by a S$2 overclaimed petty cash. The amount of director fee
payable was fully paid in 2022.
(iv)
The amount due to Ming Kok Wah of S$12,000 was the director fee payable for the financial year of 2021, and the amount was fully paid
in 2022.
(v)
The amount due to Kwan Cho Ching Joe of S$12,000 was the director fee payable for the financial year of 2021, and the amount was fully
paid in 2022.
Related
party transactions
Transaction
nature | |
Name | |
2021 | | |
2022 | | |
2022 | |
| |
| |
| |
SGD | | |
SGD | | |
USD | |
Advisory
Services provided by | |
Sakal
Real Estate Partners Pte. Ltd. | |
(i) | |
| 4,921 | | |
| 21,500 | | |
| 16,039 | |
(i)
The amount relates to the provision of corporate advisory and management services by Sakal Real Estate Partners Pte. Ltd. to Simply Sakal
Pte. Ltd. at S$4,000 per month excluding GST.
All
transactions’ price through an arms’ length arrangement.
Note
10 – Income taxes
Singapore
Simply
Sakal Pte. Ltd. is incorporated in Singapore and is subject to Singapore Corporate Tax on the taxable income as reported in its statutory
financial statements adjusted in accordance with relevant Singapore tax laws. The applicable tax rate is 17% in Singapore, with 75% of
the first S$10,000 taxable income and 50% of the next S$190,000 taxable income exempted from income tax.
Net
operating loss will be carried forward indefinitely under Singapore profits tax regulation subject to tax authority’s review. In
2020, the Company underwent a substantial change in shareholding as explained in Note 1, which may not allow the Company to claim the
unutilized losses for the periods in and before 2020. As of December 31, 2021 and 2022, the Company did not generate net taxable income
to utilize net operating loss, which will carry forwards to offset future taxable income.
The
components of loss before income taxes were comprised of the following:
| |
December 31, 2021 | | |
December 31, 2022 | | |
December 31, 2022 | |
| |
SGD | | |
SGD | | |
USD | |
Singapore | |
| 20,669 | | |
| (391,208 | ) | |
| (291,841 | ) |
Loss before income taxes provision | |
| 20,669 | | |
| (391,208 | ) | |
| (291,841 | ) |
It
is not probable that future taxable profit will be available to utilize the net operating loss, therefore no deferred tax assets is recognized.
Uncertain
tax positions
The
Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical
merits, and measures the unrecognized benefits associated with the tax positions. As of December 31, 2021 and 2022, the Company did not
have any significant unrecognized uncertain tax positions. The Company did not incur any interest and penalties related to potential
underpaid income tax expenses for the years ended December 31, 2021 and 2022 and also does not anticipate any significant increases or
decreases in unrecognized tax benefits in the next 12 months from December 31, 2022.
Note
11 – Equity
Shares
to be issued
The
shares to be issued of S$500,000 relates to the advances from Narendra Patel for the share subscription of Simply, the shares were issued
and allotted subsequently in 2022 and the amount was used to satisfy the fulfillment of the share issuance, and the amount was recognized
in the share capital in 2022.
Ordinary
shares
The
Company was established under the laws of Singapore, The Company only has one single class of ordinary shares that are accounted for
as permanent equity. As of December 31, 2022, the Company has issued 350,140 shares.
Note
12 – Commitment and Contingencies
Lease
commitments
The
Company determines if a contract contains a lease at inception. US GAAP requires that the Company’s leases be evaluated and classified
as operating or finance leases for financial reporting purposes. The classification evaluation begins at the commencement date and the
lease term used in the evaluation includes the non-cancellable period for which the Company has the right to use the underlying asset,
together with renewal option periods when the exercise of the renewal option is reasonably certain and failure to exercise such option
which results in an economic penalty.
The
Company has two property lease agreements with lease terms ranging two years and three years, respectively. The Company also has one
lease for the rental of a motor vehicle with a lease term of two years. The Company’s lease agreements do not contain any material
residual value guarantees or material restrictive covenants. Upon adoption of ASU 2016-02, no right-of-use (“ROU”) assets
nor lease liability was recorded for the lease with a lease term of one year.
For
the years ended December 31, 2021, and 2022, there were no rent expenses for the short term lease.
The
Company’s commitment for minimum lease payments under the operating lease that is within twelve months as of December 31, 2022,
as follow:
Twelve months ending December 31, | |
Minimum lease payment | |
2023 | |
| 25,540 | |
2024 | |
| 11,200 | |
2025 | |
| - | |
2026 | |
| - | |
2027 and thereafter | |
| - | |
Total future lease payment | |
| 36,740 | |
Amount representing interest | |
| (571 | ) |
Present value of operating lease liabilities | |
| 36,169 | |
Less: current portion | |
| 25,050 | |
Long-term portion | |
| 11,119 | |
The
following summarizes other supplemental information about the Company’s operating lease as of December 31, 2022:
Incremental borrowing rate | |
| 2.25 | % |
Remaining lease terms (years) | |
| 1.7 years | |
Note
13 – Subsequent events
The
Company has assessed all events from December 31, 2022 up to December 11, 2023, unless as disclosed below, there are not any material
subsequent events that require disclosure in these financial statements.
On
October 6, 2023, Ohmyhome (BVI), a wholly owned subsidiary of the Company, entered into an SPA with the Simply Sellers, pursuant to which
Ohmyhome (BVI) acquired 350,140 issued and fully paid-up ordinary shares of Simply from the Simply Sellers, representing 100% of the
total number of issued shares in the capital of Simply, for the Total Consideration. Simply is a tech-enabled property management company
in Singapore. On October 6, 2023, the Company paid the first tranche of the Cash Consideration and issued 171,384 Ordinary Shares to
the Simply Sellers, in accordance with the terms of the SPA.
With
effect from November 8, 2023, the name of the Company was changed from Simply Sakal Pte. Ltd. to Ohmyhome Property Management Pte. Ltd.
Exhibit
99.2
UNAUDITED
PRO FORMA COMBINED FINANCIAL INFORMATION
On
October 6, 2023, the Company completed the acquisition of 100% of the equity interest in Simply Sakal Pte. Ltd. (“Simply”),
at a total purchase price of S$4.7 million (equivalent to approximately US$3.5 million). The purchase price is structured as S$1.7 million
(approximately US$1.25 million) in cash (the “Purchase Cash”), and S$3 million (approximately US$2.25 million) in the form
of newly issued shares of the Company.
We
refer the acquired company, Simply as “the acquired company”. And the corresponding transactions collectively as “Acquisition”.
The
following unaudited pro forma combined financial information of the Company and the acquired company is presented to illustrate the estimated
effects of the Acquisition described below (“Adjustments” or “Pro Forma Adjustments”).
The
unaudited pro forma combined balance sheet as of December 31, 2022 combines the historical balance sheet of the Company and the balance
sheet of the acquired company, after giving effect to the Acquisition as if it had occurred on December 31, 2022. The unaudited pro forma
statement of operations for the year ended December 31, 2022 combines the historical statement of comprehensive loss of the Company and
the statement of profit or loss and other comprehensive income or loss of the acquired company, after giving effect to the Acquisition
as if it had occurred on January 1, 2022. These unaudited pro forma combined balance sheet and unaudited pro forma combined statement
of operations are referred to collectively as the “pro forma financial information.”
The
pro forma financial information should be read in conjunction with the accompanying notes. In addition, the pro forma financial information
is derived from and should be read in conjunction with the following historical financial statements and accompanying notes of the Company
and the acquired company:
(i)
audited financial statements as of and for the fiscal year ended December 31, 2022 and the related notes included in the annual report
on Form 20-F for the year ended December 31, 2022 filed by the Company; and
(ii)
audited financial statements of Simply as of and for the year ended December 31, 2022 and the related notes included in this registration
statement.
UNAUDITED
PRO FORMA COMBINED BALANCE SHEETS
| |
As of December 31, 2022 | | |
Pro Forma Adjustment | | |
| | |
| |
| |
Ohmyhome Historical | | |
Simply Historical | | |
for Acquisitions | | |
Note | | |
Pro Forma Combined | |
| |
SGD | | |
SGD | | |
SGD | | |
| | |
SGD | |
ASSETS | |
| | |
| | |
| | |
| | |
| |
Current assets | |
| | | |
| | | |
| | | |
| | |
| | |
Cash and cash equivalents | |
| 301,433 | | |
| 744,677 | | |
| - | | |
| | |
| 1,046,110 | |
Accounts receivable, net | |
| 243,716 | | |
| 287,639 | | |
| - | | |
| | |
| 531,355 | |
Prepayments | |
| 51,774 | | |
| 5,265 | | |
| - | | |
| | |
| 57,039 | |
Short-term loan to a director | |
| - | | |
| 100,967 | | |
| - | | |
| | |
| 100,967 | |
Other current assets, net | |
| 6,613 | | |
| - | | |
| - | | |
| | |
| 6,613 | |
Total current assets | |
| 603,536 | | |
| 1,138,548 | | |
| - | | |
| | |
| 1,742,084 | |
| |
| | | |
| | | |
| | | |
| | |
| | |
Property and equipment, net | |
| 35,362 | | |
| 25,198 | | |
| - | | |
| | |
| 60,560 | |
| |
| | | |
| | | |
| | | |
| | |
| | |
Non-current assets | |
| | | |
| | | |
| | | |
| | |
| | |
Intangible assets | |
| - | | |
| 337,876 | | |
| - | | |
| | |
| 337,876 | |
Deposit | |
| 98,719 | | |
| 18,134 | | |
| - | | |
| | |
| 116,853 | |
Deferred initial public offering (“IPO”) costs | |
| 676,321 | | |
| - | | |
| - | | |
| | |
| 676,321 | |
Operating lease right-of-use assets, net | |
| 754,852 | | |
| 35,879 | | |
| - | | |
| | |
| 790,731 | |
Goodwill | |
| - | | |
| - | | |
| 3,514,082 | | |
B | | |
| 3,514,082 | |
Total non-current assets | |
| 1,529,892 | | |
| 391,889 | | |
| 3,514,082 | | |
| | |
| 5,435,863 | |
Total assets | |
| 2,168,790 | | |
| 1,555,635 | | |
| 3,514,082 | | |
| | |
| 7,238,507 | |
| |
| | | |
| | | |
| | | |
| | |
| | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | |
| | | |
| | | |
| | | |
| | |
| | |
Current liabilities | |
| | | |
| | | |
| | | |
| | |
| | |
Bank loans, current portion | |
| 305,965 | | |
| 51,525 | | |
| - | | |
| | |
| 357,490 | |
Accounts payable | |
| 67,730 | | |
| 28,482 | | |
| - | | |
| | |
| 96,212 | |
Accrued liabilities and other payables | |
| 229,195 | | |
| 71,949 | | |
| - | | |
| | |
| 301,144 | |
Contract liabilities | |
| 194,300 | | |
| - | | |
| - | | |
| | |
| 194,300 | |
Amount due to a shareholder | |
| 2,290,044 | | |
| 12,628 | | |
| - | | |
| | |
| 2,302,672 | |
Deferred government subsidies, current | |
| - | | |
| 8,354 | | |
| - | | |
| | |
| 8,354 | |
Operating lease obligation, current | |
| 319,255 | | |
| 25,050 | | |
| - | | |
| | |
| 344,305 | |
Short-term payable for acquisition | |
| - | | |
| - | | |
| 513,600 | | |
B | | |
| 513,600 | |
Tax payable | |
| 25,101 | | |
| 48,143 | | |
| - | | |
| | |
| 73244 | |
Total current liabilities | |
| 3,431,590 | | |
| 246,131 | | |
| 513,600 | | |
B | | |
| 4,191,321 | |
| |
| | | |
| | | |
| | | |
| | |
| | |
Non-current liabilities: | |
| | | |
| | | |
| | | |
| | |
| | |
Bank loans, non-current portion | |
| 475,737 | | |
| 81,759 | | |
| - | | |
| | |
| 557,496 | |
Deferred government subsidies, non-current | |
| - | | |
| 18,708 | | |
| - | | |
| | |
| 18,708 | |
Operating lease obligation, non-current | |
| 444,571 | | |
| 11,119 | | |
| - | | |
| | |
| 455,690 | |
Long-term payable for acquisition | |
| - | | |
| - | | |
| 1,198,400 | | |
B | | |
| 1,198,400 | |
Total non-current liabilities | |
| 920,308 | | |
| 111,586 | | |
| 1,198,400 | | |
B | | |
| 2,230,294 | |
| |
| | | |
| | | |
| | | |
| | |
| | |
Total liabilities | |
| 4,351,898 | | |
| 357,717 | | |
| 1,712,000 | | |
B | | |
| 6,421,615 | |
| |
| | | |
| | | |
| | | |
| | |
| | |
SHAREHOLDERS’ EQUITY | |
| | | |
| | | |
| | | |
| | |
| | |
Ordinary shares | |
| 21,970 | | |
| 1,783,001 | | |
| (1,783,001 | ) | |
B | | |
| 21,970 | |
Additional paid-in capital | |
| 11,292,123 | | |
| - | | |
| 3,000,000 | | |
B | | |
| 14,292,123 | |
Accumulated other comprehensive income | |
| 36,153 | | |
| - | | |
| | | |
| | |
| 36,153 | |
Accumulated deficit | |
| (13,131,513 | ) | |
| (585,083 | ) | |
| 585,082 | | |
B | | |
| (13,131,513 | ) |
Total Ohmyhome Limited shareholder’s equity | |
| (1,781,267 | ) | |
| 1,197,918 | | |
| 1,802,082 | | |
| | |
| 1,218,733 | |
Non-controlling Interests | |
| (401,841 | ) | |
| - | | |
| - | | |
| | |
| (401,841 | ) |
Total shareholders’ equity | |
| (2,183,108 | ) | |
| 1,197,918 | | |
| 1,802,082 | | |
| | |
| 816,892 | |
Total liabilities and shareholders’ equity | |
| 2,168,790 | | |
| 1,555,635 | | |
| 3,514,082 | | |
| | |
| 7,238,507 | |
The
accompanying notes are an integral part of these financial statements
UNAUDITED
PRO FORMA
COMBINED
STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
| |
As of December 31, 2022 | |
| |
Ohmyhome Historical | | |
Simply Historical | | |
Pro Forma Adjustment for Acquisitions | | |
Note | | |
Pro Forma Combined | |
| |
SGD | | |
SGD | | |
SGD | | |
| | |
SGD | |
Operating revenues | |
| 7,025,592 | | |
| 2,647,140 | | |
| - | | |
| | | |
| 9,672,732 | |
Cost of revenues | |
| (4,708,678 | ) | |
| (1,952,869 | ) | |
| - | | |
| | | |
| (6,661,547 | ) |
Gross profit | |
| 2,316,914 | | |
| 694,271 | | |
| - | | |
| | | |
| 3,011,185 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Operating expenses | |
| | | |
| | | |
| | | |
| | | |
| | |
Technology and development expenses | |
| (1,767,730 | ) | |
| - | | |
| - | | |
| | | |
| (1,767,730 | ) |
Selling and marketing expenses | |
| (1,926,003 | ) | |
| - | | |
| - | | |
| | | |
| (1,926,003 | ) |
General and administrative expenses and other staff expenses | |
| (1,854,521 | ) | |
| (1,249,730 | ) | |
| (60,809 | ) | |
| A | | |
| (3,165,060 | ) |
Depreciation and amortization expenses | |
| - | | |
| (60,809 | ) | |
| 60,809 | | |
| A | | |
| - | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Total operating expenses | |
| (5,548,254 | ) | |
| (1,310,539 | ) | |
| - | | |
| | | |
| (6,858,793 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Loss from operations | |
| (3,231,340 | ) | |
| (616,268 | ) | |
| - | | |
| | | |
| (3,847,608 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Other income (expense): | |
| | | |
| | | |
| | | |
| | | |
| | |
Interest expense, net | |
| (35,167 | ) | |
| (3,580 | ) | |
| - | | |
| | | |
| (38,747 | ) |
Other income, net | |
| 192,466 | | |
| 228,640 | | |
| - | | |
| | | |
| 421,106 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Total other income, net | |
| 157,299 | | |
| 225,060 | | |
| - | | |
| | | |
| 382,359 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
LOSS BEFORE INCOME TAXES | |
| (3,074,041 | ) | |
| (391,208 | ) | |
| - | | |
| | | |
| (3,465,249 | ) |
Income tax expense | |
| - | | |
| (7 | ) | |
| - | | |
| | | |
| (7 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
NET LOSS | |
| (3,074,041 | ) | |
| (391,215 | ) | |
| - | | |
| | | |
| (3,465,256 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Less: Net loss attributable to non-controlling interest | |
| (21,041 | ) | |
| - | | |
| - | | |
| | | |
| (21,041 | ) |
Net loss attributable to OHMYHOMELTD | |
| (3,053,000 | ) | |
| (391,215 | ) | |
| - | | |
| | | |
| (3,444,215 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
NET LOSS | |
| (3,074,041 | ) | |
| (391,215 | ) | |
| - | | |
| | | |
| (3,465,256 | ) |
OTHER COMPREHENSIVE LOSS | |
| | | |
| | | |
| | | |
| | | |
| | |
Foreign currency translation adjustment | |
| 26,156 | | |
| - | | |
| - | | |
| | | |
| 26,156 | |
TOTAL COMPREHENSIVE LOSS | |
| (3,047,885 | ) | |
| (391,215 | ) | |
| - | | |
| | | |
| (3,439,100 | ) |
Less: Comprehensive loss attributable to non-controlling interests | |
| (21,041 | ) | |
| - | | |
| - | | |
| | | |
| (21,041 | ) |
COMPREHENSIVE LOSS ATTRIBUTABLE TO OHMYHOME LIMITED | |
| (3,026,844 | ) | |
| (391,215 | ) | |
| - | | |
| | | |
| (3,418,059 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Weighted average number of ordinary shares: | |
| | | |
| | | |
| | | |
| | | |
| | |
Basic | |
| 16,250,000 | | |
| | | |
| | | |
| | | |
| 16,250,000 | |
Diluted (assuming issuance of maximum number of shares to Simply) | |
| 16,935,536 | | |
| | | |
| | | |
| | | |
| 16,935,536 | |
LOSS PER SHARE – BASIC | |
| (0.19 | ) | |
| | | |
| | | |
| | | |
| (0.21 | ) |
LOSS PER SHARE – DILUTED | |
| (0.19 | ) | |
| | | |
| | | |
| | | |
| (0.20 | ) |
The
accompanying notes are an integral part of these financial statements
NOTES
TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS
1.
Basis of Presentation
The
pro forma financial information was prepared in conformity with Article 11 of Regulation S-X. The pro forma financial information for
acquisitions was prepared using the acquisition method of accounting in accordance with Accounting Standards Codification 805, “Business
Combinations” (“ASC 805”) and was derived from the audited historical financial statements of the Company and the acquired
company.
The
pro forma financial information has been prepared by the Company for illustrative and informational purposes only in accordance with
Article 11. The pro forma financial information is not necessarily indicative of what the Company’s statement of comprehensive
loss or balance sheet actually would have been had the Acquisition and other Adjustments been completed as of the dates indicated or
will be for any future periods. The pro forma financial information does not purport to project the Company’s future financial
position or results of operations following the completion of the Acquisition.
The
Company is still in the process of performing a full review of the acquired companies’ accounting policies to determine if there
are any additional material differences that require modification or reclassification of the acquired companies’ revenues, expenses,
assets or liabilities to conform to the Company’s accounting policies and classifications. As a result of that review, the Company
may identify differences between the accounting policies of the companies that, when conformed, could have a material impact on the pro
forma financial information.
2.
Consideration and Purchase Price
Consideration
and Purchase Price of Simply
Before
the Simply Sakal Acquisition, the Company previously held nil shares of Simply and the ownership of Simply was nil. On October 6, 2023,
the Company, through its wholly owned subsidiary, Ohmyhome (BVI), completed the acquisition of 100% of the issued and outstanding shares
of Simply, at a total consideration of S$4,712,000, consisting of S$1,712,000 in cash and S$3,000,000 in the form of consideration shares.
Upon completion of the Simply Sakal Acquisition, Simply became an indirect wholly-owned subsidiary of the Company.
The
following table presents the calculation of preliminary purchase consideration:
| |
SGD | |
Purchase price at acquisition close on October 6, 2023 | |
| 4,712,000 | |
Fair value of non-controlling shareholders | |
| - | |
Total allocated purchase price | |
| 4,712,000 | |
The
allocation of the consideration is preliminary and pending finalization of various estimates, inputs and analyses. Since this pro forma
financial information has been prepared based on preliminary estimates of consideration and fair values attributable to the Simply Sakal
Acquisition, the actual amounts eventually recorded in accordance with the acquisition method of accounting, including the identifiable
intangibles and goodwill, may differ materially from the information presented.
According
to the SPA, the total number of Consideration Shares to be allotted and issued to the Simply Sellers shall be no less than 450,000 Ordinary
Shares, and no more than 685,536 Ordinary Shares.
3.
The allocation of the purchase price
The
following table presents the preliminary purchase price allocation of the assets acquired and the liabilities assumed as if the Acquisition
occurred on December 31, 2022.
Preliminary
purchase price allocation of Simply
| |
SGD | |
ASSETS | |
| | |
Cash and bank balances | |
| 744,677 | |
Accounts receivable, net | |
| 287,639 | |
Prepayments | |
| 5,265 | |
Short-term loan to a director | |
| 100,967 | |
Deposits | |
| 18,134 | |
Property and equipment, net | |
| 25,198 | |
Intangible Assets | |
| 337,876 | |
Operating lease right-of-use assets, net | |
| 35,879 | |
Goodwill | |
| 3,514,082 | |
Total assets | |
| 5,069,717 | |
| |
| | |
LIABILITIES | |
| | |
Accounts payable | |
| 28,482 | |
Accrued liabilities and other payables | |
| 71,949 | |
Bank loans, current portion | |
| 51,525 | |
Deferred government subsidies, current | |
| 8,354 | |
Operating lease obligation, current | |
| 25,050 | |
Tax payable | |
| 48,143 | |
Bank loans, non-current portion | |
| 81,759 | |
Operating lease obligation, non-current | |
| 11,119 | |
Deferred government subsidies, non-current | |
| 18,708 | |
Total liabilities | |
| 357,717 | |
| |
| | |
Total Allocated Purchase Price | |
| 4,712,000 | |
Cash Consideration | |
| 1,712,000 | |
Share Consideration | |
| 3,000,000 | |
The
business combination accounting is not yet final, and the amounts assigned to the assets acquired and the liabilities assumed are provisional.
Therefore, this may result in future adjustments to the provisional amounts as new information is obtained about the facts and circumstances
that existed at the acquisition date. The final purchase price allocation will be determined when the Company has completed the detailed
valuations and necessary calculations. The final allocation could differ materially from the preliminary allocation used in the pro forma
adjustments.
4.
Pro Forma Adjustments for Acquisitions
A.
Reflects the adjustments to conform the accounting and presentation of assets and liabilities to the accounting and presentation of the
Company.
B.
Reflects the preliminary purchase price allocation recorded, and the elimination of the acquired companies’ net assets balances
in accordance with the acquisition method of accounting.
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