Full Press Release Details
OF FINANCIAL STATEMENTS
| Financial Statements | ||
| Report of Independent Registered Public Accounting Firm | F-2 | |
| Consolidated Balance Sheet as of December 31, 2023 | F-3 | |
| Consolidated Statement of Operations and Comprehensive Loss for the Period from November 2, 2023 (Inception) through December 31, 2023 | F-4 | |
| Consolidated Statement of Changes in Shareholders' Deficit for the Period from November 2, 2023 (Inception) through December 31, 2023 | F-5 | |
| Consolidated Statement of Cash Flows for the Period from November 2, 2023 (Inception) through December 31, 2023 | F-6 | |
| Notes to Consolidated Financial Statements | F-7 |
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders of
on the Financial Statement
have audited the accompanying consolidated balance sheet of Fortress Cove Limited and its subsidiary (the Company') as of
December 31, 2023, and the related consolidated statement of operations and comprehensive income, stockholders' equity (deficit),
and cash flows for the period from November 2, 2023 (Inception) through December 31, 2023, 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, 2023, and the results of its operations and its cash flows for the period from November
2, 2023 (Inception) through December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
Doubt about the Company's Ability to Continue as a Going Concern
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 2, the Company incurred a net loss of $19,788 and suffered from a working capital deficit of $19,311 as of December 31, 2023.
Management's evaluation of the events and conditions that gives rise to the substantial doubt that exists about the Company's
ability to continue as a going concern and management's plans to mitigate this matter are also described in Note 2.
financial statements do not include any adjustments that that may be necessary to reflect the effects on the recoverability and classification
of assets and additional liabilities that may arise if the Company is not able to continue as a going concern. Our opinion is not modified
with respect to this matter.
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.
conducted our audit 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 audit,
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 audit
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 audit provides a
reasonable basis for our opinion.
have served as the Company's auditor since 2024.
| ASSETS | ||||
| CURRENT ASSETS | ||||
| Cash | $ | 10,812 | ||
| Total Current Assets | 10,812 | |||
| Total Assets | $ | 10,812 | ||
| LIABILITIES AND SHAREHOLDERS' DEFICIT | ||||
| CURRENT LIABILITIES | ||||
| Other payables and accrued liabilities | $ | 28,503 | ||
| Other payable - related party | 1,620 | |||
| Total Current Liabilities | 30,123 | |||
| Total Liabilities | 30,123 | |||
| COMMITMENTS AND CONTINGENCIES | ||||
| SHAREHOLDERS' DEFICIT | ||||
| Shares, $1.00 par value, 50,000 shares authorized, 350 shares outstanding as of December 31, 2023* | 350 | |||
| Accumulated deficit | (19,788 | ) | ||
| Accumulated other comprehensive income | 127 | |||
| Total Shareholders' Deficit | (19,311 | ) | ||
| Total Liabilities and Shareholders' Deficit | $ | 10,812 |
Giving retroactive effect of reorganization under common control on April 17, 2024.
accompanying notes are an integral part of these consolidated financial statements.
STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
THE PERIOD FROM NOVEMBER 2, 2023 (INCEPTION) THROUGH DECEMBER 31, 2023
| FORMATION AND OPERATING COSTS | $ | 19,788 | ||
| LOSS FROM OPERATIONS | (19,788 | ) | ||
| PROVISION FOR INCOME TAXES | - | |||
| NET LOSS | (19,788 | ) | ||
| FOREIGN CURRENCY TRANSLATION ADJUSTMENT | 127 | |||
| TOTAL COMPREHENSIVE LOSS | $ | (19,661 | ) |
Giving retroactive effect of reorganization under common control on April 17, 2024.
accompanying notes are an integral part of these consolidated financial statements.
STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT
THE PERIOD FROM NOVEMBER 2, 2023 (INCEPTION) THROUGH DECEMBER 31, 2023
| Shares | Accumulated | Accumulated other comprehensive | ||||||||||||||||||
| Shares* | Capital | deficit | income | Total | ||||||||||||||||
| BALANCE, November 2, 2023 (inception) | - | $ | - | $ | - | $ | - | $ | - | |||||||||||
| Issuance of shares | 350 | 350 | - | - | 350 | |||||||||||||||
| Net loss | - | - | (19,788 | ) | - | (19,788 | ) | |||||||||||||
| Foreign currency translation adjustment | - | - | - | 127 | 127 | |||||||||||||||
| BALANCE, December 31, 2023 | 350 | $ | 350 | $ | (19,788 | ) | $ | 127 | $ | (19,311 | ) |
Giving retroactive effect of reorganization under common control on April 17, 2024.
accompanying notes are an integral part of these consolidated financial statements.
STATEMENT OF CASH FLOWS
THE PERIOD FROM NOVEMBER 2, 2023 (INCEPTION) THROUGH DECEMBER 31, 2023
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
| Net loss | $ | (19,788 | ) | |
| Change in operating assets and liabilities | ||||
| Other payables and accrued liabilities | 17,691 | |||
| Net cash used in operating activities | (2,097 | ) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
| Borrowings from other payable | 10,812 | |||
| Borrowings from other payable - related party | 1,970 | |||
| Net cash provided by financing activities | 12,782 | |||
| EFFECT OF EXCHANGE RATE CHANGES | 127 | |||
| NET CHANGE IN CASH AND RESTRICTED CASH | 10,812 | |||
| CASH, November 2, 2023 (inception) | - | |||
| CASH, December 31, 2023 | $ | 10,812 | ||
| SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES: | ||||
| Issuance of shares through the borrowings from related party | $ | 350 |
accompanying notes are an integral part of these consolidated financial statements.
to Consolidated Financial Statements
1 - Nature of business and organization
Cove Limited (the "Company", or "Fortress"), a British Virgin Islands company incorporated on November 2, 2023
which has no operation. CK Health Plus Sdn Bhd, a Malaysian company ("CKHP") incorporated on November 23, 2023 in the is
in the business of direct sales of wellness products, therapies and services.
March 19, 2024, the shareholders of Fortress and CKHP completed its reorganization of entities under common control of various shareholders,
who collectively owned 100% of the equity interests of the Company prior to the reorganization. Prior to the reorganization, Fortress
and CKHP were under common control, as the same group of shareholders held more than 50% of the voting ownership interest of each entity
and contemporaneous written evidence of agreements to vote a majority of the entities' shares in concert exists. Fortress and CKHP
are under common control and resulted in the consolidation of Fortress and CKHP which has been accounted for as a reorganization of entities
under common control at their carrying values. The financial statements are prepared on the basis as if the reorganization became effective
as of the beginning of the first period presented in the accompanying consolidated financial statements of the Company.
2 -Summary of significant accounting policies
assessing the Company's going concern, the Company monitors and analyzes its cash on-hand and its operating and capital expenditure
commitments. The Company's liquidity needs are to meet its working capital requirements, operating expenses and capital expenditure
obligations. As of December 31, 2023, the Company's working capital deficit was approximately $19,000, and the Company had cash
of approximately $11,000. The Company has experienced losses from operations and negative cash flows from operating activities. In addition,
the Company had, and may potentially continue to have, an ongoing need to raise additional cash from outside sources to fund its expansion
plan and related operations. Successful transition to attaining profitable operations is dependent upon achieving a level of revenues
adequate to support the Company's cost structure. In connection with the Company's assessment of going concern considerations
in accordance with Financial Accounting Standard Board's Accounting Standards Update ("ASU") 2014-15, "Disclosures
of Uncertainties about an Entity's Ability to Continue as a Going Concern," management has determined that these conditions
raise substantial doubt about the Company's ability to continue as a going concern within one year after the date that these consolidated
financial statements are issued.
the Company is unable to generate sufficient funds to finance the working capital requirements of the Company within the normal operating
cycle of a twelve-month period from the date of these financial statements are issued, the Company may have to consider supplementing
its available sources of funds through the following sources:
other available sources of financing from financial institutions or private lender and related parties; and
Company can make no assurances that required financings will be available for the amounts needed, or on terms commercially acceptable
to the Company, if at all. If one or all of these events does not occur or subsequent capital raises are insufficient to bridge financial
and liquidity shortfall, there would likely be a material adverse effect on the Company and would materially adversely affect its ability
to continue as a going concern.
consolidated financial statements have been prepared assuming that the Company will continue as a going concern. Management
is trying to alleviate the going concern risk by securing various financing resources, including but not limited to borrowing from
the Company's shareholders and the possibility of raising funds through a future public offering by its now wholly owned
parent company, EUDA Health Holdings Limited ("EUDA") after the merger (See Note 9). EUDA has committed to providing continuing financial support to the Company and its subsidiary, enabling it to meet
its liabilities as and when required for the next twelve months. Accordingly, the
consolidated financial statements do not include any adjustments that might result from the outcome of this
accompanying consolidated financial statements have been prepared in accordance with the generally accepted accounting principles in
the United States of America ("U.S. GAAP") and pursuant to the rules and regulations of the Securities Exchange Commission
consolidated financial statements include the financial statements of the Company and its subsidiary. All transactions and balances among
the Company and its subsidiary have been eliminated upon consolidation.
subsidiary is an entity in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power
to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast
a majority of votes at the meeting of directors.
preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that
affect the amounts of assets and liabilities reported and disclosures of contingent assets and liabilities as of the date of the consolidated
financial statements and the reported amounts of revenues and expenses during the period presented. Significant accounting estimates
reflected in the Company's consolidated financial statements include valuation of deferred tax assets, other provisions and contingencies.