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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
To the Board of Directors and
Shareholders of Ridgeline International Limited.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated
balance sheet of Ridgeline International Limited and subsidiaries (collectively, the "Company") as of March 31, 2024 and the
related consolidated statements of operations and comprehensive income, and cash flows for the year ended March 31, 2024, and the related
notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements
referred to above present fairly, in all material respects, the financial position of the Company as of March 31 2024, and the results
of its operations and its cash flows for the year ended March 31, 2024, in conformity with accounting principles generally accepted in
the United States of America.
These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial
statements based on our audit. 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 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 consolidated
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 consolidated 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
consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable
basis for our opinion.
We have served as the Company's auditor since 2025.
RIDGELINE INTERNATIONAL LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| March 31, | ||||
| 2024 | ||||
| ASSETS | ||||
| CURRENT ASSETS | ||||
| Cash and cash equivalents | $ | 1,613,848 | ||
| Restricted cash | 4,089,442 | |||
| Accounts receivable | 3,846,390 | |||
| Inventories | 7,668,388 | |||
| Advances to suppliers | 309,519 | |||
| Other receivables, net | 24,728 | |||
| Other current assets | 316,197 | |||
| Total current assets | 17,868,512 | |||
| NON-CURRENT ASSETS | ||||
| Property and equipment, net | 41,022 | |||
| Other noncurrent assets | 162 | |||
| Total non-current assets | 41,184 | |||
| Total assets | $ | 17,909,696 | ||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Accounts payable | $ | 11,700,657 | ||
| Notes payable | 4,775,352 | |||
| Other payables | 40,059 | |||
| Customer deposits | 1,166,919 | |||
| Taxes payable | 21,606 | |||
| Accrued liabilities | 276 | |||
| Total current liabilities | 17,704,869 | |||
| NON-CURRENT LIABILITIES | ||||
| Total non-current liabilities | - | |||
| Total liabilities | 17,704,869 | |||
| COMMITMENTS AND CONTINGENCIES | ||||
| SHAREHOLDERS' EQUITY | ||||
| Common stock | 121,392 | |||
| Accumulated deficit | 79,444 | |||
| Accumulated other comprehensive income(loss) | 3,991 | |||
| Total shareholders' equity | 204,827 | |||
| Total liabilities and shareholders' equity | $ | 17,909,696 |
The accompanying notes are an integral part of
these consolidated financial statements.
RIDGELINE INTERNATIONAL LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
| For the year ended March 31, 2024 | ||||
| REVENUES, NET | $ | 78,360,705 | ||
| COST OF GOODS SOLD | 77,016,399 | |||
| GROSS PROFIT | 1,344,306 | |||
| SELLING EXPENSES | 865,221 | |||
| GENERAL AND ADMINISTRATIVE EXPENSES | 296,201 | |||
| TOTAL OPERATING EXPENSES | 1,161,422 | |||
| INCOME FROM OPERATIONS | 182,884 | |||
| OTHER INCOME | 11,981 | |||
| INCOME BEFORE INCOME TAXES | 194,865 | |||
| PROVISION FOR INCOME TAXES | 27,427 | |||
| NET INCOME | 167,438 | |||
| COMPREHENSIVE INCOME (LOSS) | ||||
| Unrealized foreign currency translation loss | 3,991 | |||
| Comprehensive Income | 171,429 |
The accompanying notes are an integral part of
these consolidated financial statements.
RIDGELINE INTERNATIONAL LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the year ended March 31, 2024 | ||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
| Net income | $ | 167,438 | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||
| Depreciation and amortization | 20,516 | |||
| Gain on disposal of PP&E | (765 | ) | ||
| Change in operating assets and liabilities: | ||||
| Accounts receivable | (3,197,132 | ) | ||
| Inventories and biological assets | (5,867,528 | ) | ||
| Other receivables | 3,778,575 | |||
| Advances to suppliers | (311,821 | ) | ||
| Long-term rent deposit | (318,544 | ) | ||
| Other noncurrent assets | 4,786 | |||
| Accounts payable | 4,846,064 | |||
| Other payables and accrued liabilities | (16,727 | ) | ||
| Deferred revenue | 1,175,581 | |||
| Taxes payable | (93,950 | ) | ||
| Net cash used in operating activities | 186,493 | |||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
| Cash paid for a subsidiary | (109,866 | ) | ||
| Acquisition of equipment | (2,138 | ) | ||
| Disposal of PPE | 6,791 | |||
| Additions to leasehold improvements | (44,283 | ) | ||
| Net cash used in investing activities | (149,496 | ) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
| Proceeds from notes payable | 14,728,487 | |||
| Repayment of notes payable | (14,735,681 | ) | ||
| Proceeds from issuance of shares | 121,392 | |||
| Net cash provided by financing activities | 114,198 | |||
| EFFECT OF EXCHANGE RATE ON CASH | (286,229 | ) | ||
| DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | (135,034 | ) | ||
| CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, beginning of year | 5,838,324 | |||
| CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, end of year | $ | 5,703,290 | ||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||
| Cash paid for income taxes | $ | 27,427 |
The accompanying notes are an integral part of
these consolidated financial statements.
Note 1 - DESCRIPTION OF BUSINESS AND ORGANIZATION
Ridgeline International Limited ("Ridgeline,"
or the "Company") is a Hong Kong company, which is a holding company of Allright (Hangzhou) Internet Technology Co. Ltd ("Allright")
and does not otherwise engage in active operations.
Allright, established in April 2021 with a registered
capital of 10 million Renminbi ("RMB"), is headquartered in Hangzhou, Zhejiang Province. The company operates in the B2B sector,
providing wholesale distribution and online sales through self-operated and third-party platforms, with a focus on pharmaceuticals, medical
devices, health foods, cosmetics, and daily necessities.
The accompanying consolidated financial statements
reflect the activities of the Company and each of the following entities:
| Entity Name | Background | Ownership | ||
| Ridgeline | Incorporated in Hong Kong SAR on June 27, 2023 | Holding | ||
| Allright | Established in PRC on April 19, 2021 Registered capital of RMB 10 million Carries out pharmaceutical distribution services | 100% |
Virtually all of the consolidated financial results
(including revenue, profit, assets, and liabilities) are attributable to the operations of Allright. The contributions of other consolidated
entity is immaterial to the Company's financial position and performance.
Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING
Basis of presentation and consolidation
The accompanying consolidated financial statements
are prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP"). The
consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries. All significant inter-company
transactions and balances between the Company and its subsidiaries are eliminated upon consolidation.
The preparation of consolidated financial statements
in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses
during the reporting period. The significant estimates made in the preparation of the accompanying consolidated financial statements relate
to the assessment of the carrying values of accounts receivable, related allowance for doubtful accounts, losses. Because of the use of
estimates inherent in the financial reporting process, actual results could materially differ from those estimates.
Fair value measurements
The Company establishes a three-level valuation
hierarchy of valuation techniques based on observable and unobservable inputs, which may be used to measure fair value and include the
Level 1 - Quoted prices in active markets for
identical assets or liabilities.
Level 2 - Inputs other than Level 1 that are observable,
either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active;
or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or
Level 3 - Unobservable inputs that are supported
by little or no market activity and that are significant to the fair value of the assets or liabilities.
Classification within the hierarchy is determined
based on the lowest level of input that is significant to the fair value measurement.
Unless otherwise disclosed, the fair value of
the Company's financial instruments including cash, restricted cash, accounts receivable, advances to suppliers, other current assets,
accounts payable, due to related parties, other current liabilities, short-term bank loans and bank acceptance notes payable approximate
their recorded values due to their short-term maturities. The fair value of longer term long-term bank loan and operating lease liabilities
approximate their recorded values as their stated interest rates approximate the rates currently available.
Long-term investments
Long-term investments include equity investments.
Equity investments include investments in common stock or in-substance common stock of entities. For those equity investments over which
the Company can exercise significant influence but does not own a majority equity interest or control, the equity method is applied, and
the Company adjusts the carrying amount of an investment and recognizes investment income or loss for the Company's share of the
earnings or loss of the investee after the date of investment. For those equity investments accounted for other than under the equity
method, the fair value method is applied. However, for equity investments that do not have readily determinable fair values, the Company
chooses to account for them at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly
transactions for the identical or a similar investment of the same issuer. If this measurement alternative is elected, changes in the
carrying value of the equity investments will be required to be made whenever there are observable price changes in transactions for identical
or similar investments of the same issuer.
Effective March 31, 2023, the Company began recognizing
revenue under Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers ("ASC 606"),