UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2021

OR

 

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from to

COMMISSION FILE NUMBER: 000-55377

  

Exceed World, Inc.

(Exact name of registrant as specified in its charter)

 

	Delaware	98-1339955
	(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
	1-23-38-8F, Esakacho, Suita-shi, Osaka Japan	564-0063 (Zip Code)
	(Address of Principal Executive Offices)

 

  Issuer's telephone number: +81-6-6339-4177

Fax number: +81-6-6339-4180 

Email: ceo.exceed.world@gmail.com

 

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes [ ] No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a small reporting company. See definition of large accelerated filer, accelerated filer and small reporting company in Rule 12b-2 of the Securities Exchange Act of 1934.

 

Large accelerated filer  ☐		Accelerated filer  ☐		Non-accelerated filer  ☒
Smaller reporting company  ☒		Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

 [ ] Yes [X] No

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

As of May 19, 2021, there were approximately 32,700,000 shares of common stock and no shares of preferred stock issued and outstanding.

 

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INDEX

			Page
PART I - FINANCIAL INFORMATION
ITEM 1	FINANCIAL STATEMENTS - UNAUDITED		F1
	CONSOLIDATED BALANCE SHEETS - UNAUDITED		F1
	CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - UNAUDITED		F2
	CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY - UNAUDITED		F3
	CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED		F4
	NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS		F5-F6
ITEM 2	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS		3
ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		3
ITEM 4	CONTROLS AND PROCEDURES		4
PART II-OTHER INFORMATION
ITEM 1	LEGAL PROCEEDINGS		5
ITEM 1A	RISK FACTORS
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		5
ITEM 3	DEFAULTS UPON SENIOR SECURITIES		5
ITEM 4	MINE SAFETY DISCLOSURES		5
ITEM 5	OTHER INFORMATION		5
ITEM 6	EXHIBITS		5
SIGNATURES			6

 

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PART I - FINANCIAL INFORMATION

  

ITEM 1

FINANCIAL STATEMENTS

  

EXCEED WORLD, INC. CONSOLIDATED BALANCE SHEETS

 

			As of		As of
			March 31, 2021		September 30, 2020
			(Unaudited)
ASSETS
Current Assets
	Cash and cash equivalents	$	19,437,578	$	19,370,086
	Marketable securities		563,106		1,123,696
	Accounts receivable		127,378		68,086
	Income tax recoverable		-		140,725
	Prepaid expenses		315,204		61,687
	Inventories		319,301		1,243,228
	Other current assets		2,127		40,553
TOTAL CURRENT ASSETS			20,764,694		22,048,061
Non-current Assets
	Property, plant and equipment, net		546,906		629,784
	Software, net		975,429		1,267,150
	Operating lease right-of-use assets		874,958		849,062
	Other intangible assets, net		166,093		174,911
	Long-term prepaid expenses		55,448		58,465
	Deferred tax assets		242,713		132,239
	Insurance funds		221,732		201,377
	Security deposits		256,569		269,367
TOTAL NON-CURRENT ASSETS			3,339,848		3,582,355
TOTAL ASSETS		$	24,104,542	$	25,630,416
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
	Accounts payable	$	683,238	$	823,448
	Accrued expenses and other payables		325,657		446,281
	Contingency liability		381,998		574,484
	Income tax payable		264,777		1,328
	Deferred income		944,088		3,571,723
	Finance lease obligations, current		29,235		30,263
	Operating lease liabilities, current		445,175		363,651
	Due to related parties		868,589		761,040
	Due to director		741,023		741,248
	Other current liabilities		1,068,080		650,896
TOTAL CURRENT LIABILITIES			5,751,860		7,964,362
Non-current Liabilities
	Finance lease obligations, non-current		78,120		97,472
	Operating lease liabilities, non-current		391,715		445,443
TOTAL NON-CURRENT LIABILITIES			469,835		542,915
TOTAL LIABILITIES			6,221,695		8,507,277
Shareholders' Equity
	Preferred stock ($0.0001 par value, 20,000,000 shares authorized;
	none issued and outstanding as of March 31, 2021 and September 30, 2020)		-		-
	Common stock ($0.0001 par value, 500,000,000 shares authorized,
	32,700,000 shares issued and outstanding as of March 31, 2021 and September 30, 2020)		3,270		3,270
	Additional paid-in capital		103,840		103,840
	Retained earnings		17,539,844		15,802,004
	Accumulated other comprehensive income		235,893		1,214,025
TOTAL SHAREHOLDERS' EQUITY			17,882,847		17,123,139
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY		$	24,104,542	$	25,630,416
The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

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EXCEED WORLD, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Unaudited)

 

			Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
			March 31, 2021		March 31, 2020		March 31, 2021		March 31, 2020
Revenues		$	4,243,964	$	5,345,918	$	15,155,701	$	11,178,526
Cost of revenues			2,472,679		3,043,386		7,742,075		5,863,270
Gross profit			1,771,285		2,302,532		7,413,626		5,315,256
OPERATING EXPENSES
	Selling and distribution expenses		85,379		423,895		176,903		622,720
	Administrative expenses		2,271,587		3,038,048		4,860,369		5,327,520
Total operating expenses			2,356,966		3,461,943		5,037,272		5,950,240
Income (loss) from operations			(585,681)		(1,159,411)		2,376,354		(634,984)
Other income (expense)
	Other income		25,262		16,494		52,822		19,889
	Other expenses		-		(53,949)		(475)		(77,683)
	Change in fair value of marketable securities		(24,053)		(604,354)		(533,361)		(390,645)
	Interest expenses		(888)		(525)		(1,845)		(1,081)
Total other income (expense)			321		(642,334)		(482,859)		(449,520)
Net income (loss) before tax			(585,360)		(1,801,745)		1,893,495		(1,084,504)
Income tax expense (credit)			(31,107)		(381,747)		155,655		(154,259)
NET INCOME (LOSS)		$	(554,253)	$	(1,419,998)	$	1,737,840	$	(930,245)
OTHER COMPREHENSIVE INCOME
	Foreign currency translation adjustment		(1,406,593)		181,547		(978,132)		88,739
TOTAL COMPREHENSIVE INCOME (LOSS)		$	(1,960,846)	$	(1,238,451)	$	759,708	$	(841,506)
Income (loss) per common share
	Basic	$	(0.02)	$	(0.04)	$	0.05	$	(0.03)
	Diluted	$	(0.02)	$	(0.04)	$	0.05	$	(0.03)
Weighted average common shares outstanding
	Basic		32,700,000		32,700,000		32,700,000		32,700,000
	Diluted		32,700,000		32,700,000		32,700,000		32,700,000
The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

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EXCEED WORLD, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

					ADDITIONAL		ACCUMULATED OTHER
	COMMON STOCK				PAID-IN		COMPREHENSIVE		RETAINED
	NUMBER		AMOUNT		CAPITAL		INCOME		EARNINGS		TOTAL
Balance – September 30, 2019	32,700,000	$	3,270	$	261,516	$	754,313	$	16,764,282	$	17,783,381
Net income	-		-		-		-		489,753		489,753
Foreign currency translation	-		-		-		(92,808)		-		(92,808)
Balance – December 31, 2019	32,700,000	$	3,270	$	261,516	$	661,505	$	17,254,035	$	18,180,326
Net loss	-		-		-		-		(1,419,998)		(1,419,998)
Foreign currency translation	-		-		-		181,547		-		181,547
Balance – March 31, 2020	32,700,000	$	3,270	$	261,516	$	843,052	$	15,834,037	$	16,941,875
Balance – September 30,2020	32,700,000	$	3,270	$	103,840	$	1,214,025	$	15,802,004	$	17,123,139
Net income	-		-		-		-		2,292,093		2,292,093
Foreign currency translation	-		-		-		428,461		-		428,461
Balance – December 31, 2020	32,700,000	$	3,270	$	103,840	$	1,642,486	$	18,094,097	$	19,843,693
Net loss	-		-		-		-		(554,253)		(554,253)
Foreign currency translation	-		-		-		(1,406,593)		-		(1,406,593)
Balance – March 31, 2021	32,700,000	$	3,270	$	103,840	$	235,893	$	17,539,844	$	17,882,847
The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

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EXCEED WORLD, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

			Six Months Ended		Six Months Ended
			March 31, 2021		March 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
	Net income (loss)	$	1,737,840	$	(930,245)
	Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
	Depreciation and amortization		301,323		388,790
	Change in fair value of marketable securities		533,361		390,645
	Loss on company owned life insurance policies		111,171		52,885
	Noncash lease expense		230,863		126,652
	Deferred income taxes		(122,779)		(154,259)
	Changes in operating assets and liabilities:
	Accounts receivable		(65,751)		121
	Income tax recoverable		140,953		-
	Prepaid expenses		(269,630)		(345,511)
	Inventories		909,466		107,805
	Other current assets		39,220		196,053
	Long-term prepaid expenses		265		2,602
	Accounts payable		(106,301)		(273,104)
	Accrued expenses and other payables		(176,913)		19,036
	Income tax payable		277,104		(285,295)
	Deferred income		(2,584,710)		(1,322,875)
	Operating lease liabilities		(230,863)		(122,793)
	Other current liabilities		471,225		(522,523)
	Net cash provided by (used in) operating activities		1,195,844		(2,672,016)
CASH FLOWS FROM INVESTING ACTIVITIES
	Loan made to third party		-		(275,964)
	Purchase of property, plant and equipment		(1,645)		(2,760)
	Purchase of company-owned life insurance policies		(142,637)		(70,191)
	Net cash used in investing activities		(144,282)		(348,915)
CASH FLOWS FROM FINANCING ACTIVITIES
	Repayment of finance lease obligation		(13,218)		(20,362)
	Repayment to related parties and director		-		(105,209)
	Net cash used in financing activities		(13,218)		(125,571)
Net effect of exchange rate changes on cash			(970,852)		65,997
Net change in cash and cash equivalents
Cash and cash equivalents - beginning of period			19,370,086		20,198,362
Net increase (decrease) in cash			67,492		(3,080,505)
Cash and cash equivalents - end of period		$	19,437,578	$	17,117,857
NON-CASH INVESTING AND FINANCING TRANSACTIONS
	Operating right-of-use assets obtained in exchange for new operating lease liabilities	$	300,516	$	128,550
	Operating expense paid by related parties on behalf of the Company	$	107,550	$	-
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid		$	1,845	$	1,081
Income taxes paid		$	2,011	$	285,636

 The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

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EXCEED WORLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF March 31, 2021

(UNAUDITED)

 

NOTE 1 – ORGANIZATION, DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

 

Exceed World, Inc. (the “Company”), was incorporated under the laws of the State of Delaware on November 25, 2014.

 

On September 26, 2018, e-Learning Laboratory Co., Ltd. (“e-Learning”), a direct wholly owned subsidiary of Force International Holdings Limited, which was incorporated in Hong Kong with limited liability (“Force Holdings”), entered into a share purchase agreement with Force Internationale Limited (“Force Internationale”), the holding company of Force Holdings, in which e-Learning agreed to sell and Force Internationale agreed to purchase 74.5% equity interest of the Company at a consideration of $26,000.

 

On September 26, 2018, the same date, Force Internationale entered into a share purchase agreement with the Company, in which Force Internationale agreed to sell and the Company agreed to purchase 100% equity interest of Force Holdings. In consideration of the agreement, the Company issued 12,700,000 common stock at US$1 each to Force Internationale. The results of these transactions are that Force Internationale is an 84.4% owner of the Company and the Company is a 100% owner of Force Holdings.

 

On December 6, 2018, the Company entered into a share contribution agreement with Force Internationale. Under this agreement, the Company transferred 100% of the equity interest of School TV Co., Ltd. ("School TV"), to Force Internationale without consideration. This agreement was approved by the board of directors of the Company, Force Internationale and School TV. Upon the completion of the disposal, School TV was deconsolidated from the Company's consolidated financial statements.

 

As of March 31, 2021, the Company operates through our wholly owned subsidiaries, which are engaged in provision of the educational services through an internet platform called “Force Club”.

 

The Company has elected September 30th as its fiscal year end.

 

The accompanying unaudited financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year. When used in these notes, the terms "Company", "we", "us" or "our" mean the Company. Certain information and note disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America has been omitted from these statements pursuant to such accounting principles and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our consolidated financial statements for the year ended September 30, 2020, included in our Form 10-K.

 

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

 

PRINCIPLES OF CONSOLIDATION 

 

The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. Inter-company accounts and transactions have been eliminated.

  

USE OF ESTIMATES  

 

The presentation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as the date of the financial statements and the reported amounts of revenue and expenses reported in those financial statements. Certain significant accounting policies that contain subjective management estimates and assumptions include those related to valuation allowance on deferred income tax, write-down in value of inventory, useful lives and impairment of long-lived assets and legal contingencies. The extent to which the COVID-19 pandemic may directly or indirectly impact our business, financial condition, and results of operations is highly uncertain and subject to change. Due to the high uncertainty of the evolving situation, the Company has limited visibility on the full impact brought upon by the COVID-19 pandemic and the related financial impact cannot be estimated at this time. Operating results in the future could vary from the amounts derived from management's estimates and assumptions.

 

RELATED PARTY TRANSACTION

 

A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

 

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

 

FOREIGN CURRENCY TRANSLATION 

 

The Company maintains its books and records in its local currencies, Japanese YEN (“JPY”) and Hong Kong Dollars (“HK$”) and the United States Dollars (“US$”), which are the functional currencies as being the primary currencies of the economic environment in which their operations are conducted. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the consolidated statements of operations and comprehensive income.

 

The reporting currency of the Company is US$ and the accompanying consolidated financial statements have been expressed in US$. In accordance with ASC Topic 830-30, Translation of Financial Statement, assets and liabilities of the Company whose functional currency is not US$ are translated into US$, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. Shareholders’ equity is translated at historical exchange rate at the time of transaction. The gains and losses resulting from translation of financial statements are recorded as a separate component of accumulated other comprehensive income within the consolidated statements of changes in shareholders’ equity.

 

Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates:

 

	March 31, 2021		March 31, 2020
Current JPY: US$1 exchange rate	110.71		107.53
Average JPY: US$1 exchange rate	105.28		108.84
Current HK$: US$1 exchange rate	7.80		7.80
Average HK$: US$1 exchange rate	7.80		7.80

 

REVENUE RECOGNITION

 

The Company operates and manages multilevel marketing (“MLM”) in operating its businesses as the Force Club Membership and generates revenues primarily by providing the rights to access the Company’s educational content and to recruit new members.

 

The Company recognizes revenue by applying the following steps in accordance with ASC 606 - Revenue from contracts with Customers. The Company recognizes revenue upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to be entitled to receive in exchange for those products or services.

 

- Identification of the contract, or contracts, with a customer

- Identification of the performance obligations in the contract

- Determination of the transaction price

- Allocation of the transaction price to the performance obligations in the contract

- Recognition of revenue when (or as) we satisfy the performance obligation

 

Force Club Membership fee

 

Nature of operation

 

Our revenue generated from Force Club Membership arrangements accounted for substantially all of our revenues during the six months ended March 31, 2021. Generally, the Company grants Force Club members the rights to access the Company’s educational content. There are two tiers of members, namely standard members and premium members.

 

The premium members are granted full access to the Company’s educational content and the right to recruit prospect customers to become the Company’s members. Each premium member needs to purchase a premium pack, containing promotional materials aiding the recruiting process, from the Company. The standard members are granted limited access to the Company’s educational content.

 

Revenue from the premium pack is recognized at a point in time upon delivery. Revenue from the right to access the Company’s educational content is recognized over a period of time ratably over the effective period.

 

The Company's chief operating decision maker reviews results analyzed by customers and the analysis is only presented at the revenue level with no allocation of direct or indirect costs. The Company determines that it has only one operating segment. Consequently, the Company does not disaggregate revenue recognized from contracts with customers. Substantially all of the Company’s revenue was generated in Japan.

 

Contract asset and liability

 

Deferred income is recorded when consideration is received from a member prior to the goods were delivered or the access was granted. As of March 31, 2021, and September 30, 2020, the Company's deferred income was $944,088 and $3,571,723 respectively. During the six months ended March 31, 2021, the Company recognized $3,571,723 of deferred income in the opening balance.

 

The Company does not have any contract asset.

  

OPERATING LEASES

 

The Company recognizes its leases in accordance with ASC 842 - Leases. Under ASC 842, lessees are required to recognize all qualified operating leases at the commencement date including a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use (ROU) asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The initial lease liability is equal to the future fixed minimum lease payments discounted using the Company’s incremental borrowing rate, on a secured basis. The lease term includes option renewal periods and early termination payments when it is reasonably certain that the Company will exercise those rights. The initial measurement of the ROU asset is equal to the initial lease liability plus any initial direct costs and prepayments, less any lease incentives.

 

The Company elected the practical expedient not to separate lease and non-lease components for certain classes of underlying assets and the short-term lease exemption for contracts with lease terms of 12 months or less. The Company recognizes lease expenses for such leases on a straight-line basis over the lease term. In addition, the Company elected the land easement transition practical expedient and did not reassess whether an existing or expired land easement is a lease or contains a lease if it has not historically been accounted for as a lease.

 

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NOTE 3 - FAIR VALUE MEASUREMENT

 

FASB ASC 820, Fair Value Measurements and Disclosures, ("ASC 820") defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a fair value hierarchy that prioritizes the inputs used in valuation methodologies into three levels:

 

Level 1:   Quoted prices in active markets for identical assets or liabilities.      

 

Level 2:   Significant other inputs that are directly or indirectly observable in the marketplace.    

 

Level 3:   Significant unobservable inputs which are supported by little or no market activity.

 

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) - Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements for fair value measurements by removing, modifying, or adding certain disclosures. The Company adopted ASU 2018-13 effective October 1, 2020 and determined that the adoption had no material impact to its consolidated financial statements.

  

The Company considers the carrying amount of its financial assets and liabilities, which consist primarily of cash and cash equivalents, accounts receivable, income tax recoverable, prepaid expenses, other current assets, accounts payable, income tax payable, contingency liabilities, deferred income, accrued expenses and other payables, other current liabilities and current portion of operating and finance lease obligations approximate the fair value of the respective assets and liabilities as of March 31, 2021 and September 30, 2020 owing to their short-term or present value nature or present value of the assets and liabilities.

 

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2021 and September 30, 2020 and indicates the fair value hierarchy of the valuation.

 

		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Balance
Marketable Securities:
Publicly held equity securities
As of March 31, 2021	$	563,106		-		-		563,106
As of September 30, 2020	$	1,123,696		-		-		1,123,696

 

NOTE 4 - INCOME TAXES

 

For the six months ended March 31, 2021 and 2020, the Company had income tax expenses of $155,655 and income tax credit of $154,259 respectively. Effective tax rate was 8.22% and 14.22% for the six months ended March 31, 2021 and 2020, respectively.

 

Japan

 

The Company conducts its major businesses in Japan and e-Learning and e-Communications Co., Ltd. (collectively, “Japanese Subsidiaries”) are subject to tax in this jurisdiction. As a result of its business activities, Japanese Subsidiaries file tax returns that are subject to examination by the local tax authority.

 

Japanese Subsidiaries are subject to a number of income taxes, which, in aggregate, represent a statutory tax rate approximately as follows:

 

		Company’s assessable profit
For the period ended 31, March		Up to JPY 4 million		Up to JPY 8 million		Over JPY 8 million
2020		21.42%		23.20%		33.80%
2021		21.42%		23.20%		33.80%

 

Hong Kong

 

Force Holdings, a direct wholly owned subsidiary of the Company in Hong Kong, is engaged in investment holding. Hong Kong profits tax has been provided at the rate of 16.5% on the estimated assessable profit arising in Hong Kong.

 

No provision for the Hong Kong profits tax has been made as Force Holdings has not generated any estimated assessable profits in Hong Kong from its inception.

 

United States

 

Exceed World, Inc., which acts as a holding company on a non-consolidated basis, does not plan to engage any business activities and current or future loss will be fully allowed. For the three months ended March 31, 2021 and 2020, respectively, Exceed World, Inc., as a holding company registered in the state of Delaware, has incurred net loss and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry forward has been fully reserved.

 

NOTE 5 - RELATED-PARTY TRANSACTIONS

 

As of March 31, 2021, and September 30, 2020, the Company’s due to related parties and directors are as follows:

 

		March 31, 2021		September 30, 2020
Due to director
Tomoo Yoshida, CEO, CFO, sole director and a shareholder of the Company	$	741,023	$	741,248
Total due to director	$	741,023	$	741,248
Due to related parties
Keiichi Koga, a shareholder of the Company and a director of certain subsidiaries of the Company	$	47,635	$	47,635
Force Internationale, the Company’s majority shareholder. Tomoo Yoshida is a director of Force Internationale		820,954		713,405
Total due to related parties	$	868,589	$	761,040

 

The payable balances are unsecured, due on demand, and bear no interest. From time to time, these related parties have advanced to the Company or paid expenses on behalf of the Company, and the Company has also made repayments.

 

Tomoo Yoshida provided guarantee for the Company’s office leases during the six months ended March 31, 2021 and 2020.

 

NOTE 6 - PROPERTY, PLANT AND EQUIPMENT

 

Property, plant and equipment consist of the following:

 

		March 31, 2021		September 30, 2020
Building	$	238,048	$	249,921
Leasehold improvement		55,857		58,644
Equipment		985,808		1,028,506
Vehicles		47,633		50,009
		1,327,346		1,387,080
Accumulated depreciation		(780,440)		(757,296)
Total net book value	$	546,906	$	629,784

 

The aggregate depreciation expense of property, plant and equipment was $57,332 and $55,069 for the six months ended March 31, 2021 and 2020, respectively.

 

NOTE 7 – SOFTWARE

 

The book value of the Company’s software as of March 31, 2021 and September 30, 2020 was as follows:

 

		March 31, 2021		September 30, 2020
Software	$	2,581,218	$	2,718,887
Accumulated amortization		(1,605,789)		(1,451,737)
		975,429		1,267,150

 

The aggregate amortization expense related to the software was $243,457 and $332,932 for the six months ended March 31, 2021 and 2020, respectively, included in cost of revenues.  

 

NOTE 8 – COMMITMENTS

 

As of March 31, 2021, the Company had four finance leases of equipment and vehicles with a gross value of approximately $101,000 and $51,000, respectively, included in property, plant and equipment. The Company also leases its offices under operating lease and short-term lease. The estimated effect of lease renewal and termination options, as applicable, was included in the consolidated financial statements in current period.

 

The components of lease expense were as follows:

 

		For the six months ended March 31,
		2021	2020
Operating lease cost	$	240,191	251,153
Short term lease cost		6,839	1,757
Finance lease cost:
Amortization of right-of-use asset		14,828	14,915
Interest on lease liability		1,831	1,081
Total finance lease cost		16,659	15,996
Total lease cost	$	263,689	268,906

 

The following table presents the Company’s supplemental information related to operating and finance leases:

 

		For the six months ended March 31,
		2021	2020
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from finance leases	$	1,831	1,081
Operating cash flows from operating leases	$	240,191	247,294
Financing cash flows from finance leases	$	13,218	20,362
Weighted Average Remaining Lease Term
Operating leases		2.07 Years	1.57 years
Finance leases		2.83 Years	3.35 years
Weighted Average Discount Rate
Operating leases		1.84%	1.84%
Finance leases		3.02%	1.87%

 

The future maturity of lease liabilities as of March 31, 2021 are as follows:

 

Year ending September 30		Finance lease		Operating lease
2021 (remaining)	$	17,481	$	228,411
2022		34,961		416,987
2023		53,159		213,592
2024		15,072		-
2025		2,296		-
Thereafter		-		-
Total	$	122,969	$	858,990
Less imputed interest		(15,614)		(22,100)
Total lease liabilities		107,355		838,890
Less current portion		(29,235)		(445,175)
Long-term lease liabilities	$	78,120	$	391,715

 

NOTE 9 - CONTINGENCIES

 

The Company is subject to various claims and legal proceedings in the course of conducting the business related to Force Club Membership and, from time to time, the Company may become involved in additional claims and lawsuits incidental to the businesses. The Company’s legal counsel and management routinely assess the likelihood of adverse judgments and outcomes to these matters, as well as ranges of probable losses; to the extent losses are reasonably estimable. Accruals are recorded for these matters to the extent that management concludes a loss is probable and the financial impact, should an adverse outcome occur, is reasonable estimable.

 

In the opinion of management, appropriate and adequate accruals for legal matters have been made, and management believes that the probability of a material loss beyond the amounts accrued is remote. Nevertheless, the Company cannot predict the impact of future developments affecting our pending or future claims and lawsuits. The Company expenses legal costs as incurred, and all recorded legal liabilities are adjusted as required as better information becomes available to the Company. The factors the Company considers when recording an accrual for contingencies include, among others: (i) the opinions and views of the Company’s legal counsel; (ii) the Company’s previous experience; and (iii) the decision of our management as to how we intend to respond to the complaints. 

 

For the six months ended March 31, 2021, the Company has settled seven cases related to the cancellation of contracts with the amount of approximately JPY18.3 million (approximately $174,000). As of filing date, the Company had 19 pending legal cases, claiming a damage of approximately JPY114.4 million (approximately $1.0 million) under the same nature, and the Company’s legal counsel estimated a probable settlement for these cases with total settlement amount of approximately JPY42.3 million (approximately $382,000). The Company accrued a total liability of JPY42.3 million (approximately $382,000) as of March 31, 2021 for pending legal cases as of filing date.

 

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Table of Contents

ITEM 2

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

 

Forward-Looking Statements

 

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

 

Any references to “the Company” refer to Exceed World, Inc., which operates through its wholly owned subsidiaries.

 

Company Overview

 

Corporate History

 

The Company was originally incorporated with the name Brilliant Acquisition, Inc., under the laws of the State of Delaware on November 25, 2014, with an objective to acquire, or merge with, an operating business. On January 12, 2016, Thomas DeNunzio of 780 Reservoir Avenue, #123, Cranston, RI 02910, the sole shareholder of the Company, entered into a Share Purchase Agreement with e-Learning Laboratory Co., Ltd., a Japan corporation (“e-Learning”). Pursuant to the Agreement, Mr. DeNunzio transferred to e-Learning, 20,000,000 shares of our common stock which represents all of our issued and outstanding shares. Following the closing of the share purchase transaction, e-Learning gained a 100% interest in the issued and outstanding shares of our common stock and became the controlling shareholder of the Company.

 

On January 12, 2016, the Company changed its name to Exceed World, Inc. and filed with the Delaware Secretary of State, a Certificate of Amendment. On January 12, 2016, Mr. Thomas DeNunzio resigned as our Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer. Also, on January 12, 2016, Mr. Tomoo Yoshida was appointed as our Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer.

 

On February 29, 2016, the Company entered into a Stock Purchase Agreement with Tomoo Yoshida, our Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer. Pursuant to this Agreement, Tomoo Yoshida transferred to Exceed World, Inc., 10 shares of the common stock of E&F Co., Ltd., a Japan corporation (“E&F”), which represents all of its issued and outstanding shares in consideration of $4,835 (JPY 500,000). Following the effective date of the share purchase transaction on February 29, 2016, Exceed World, Inc. gained a 100% interest in the issued and outstanding shares of E&F’s common stock and E&F became a wholly owned subsidiary of Exceed World. On August 4, 2016, the E&F changed its name to School TV Co., Ltd (“School TV”) and filed with the Legal Affairs Bureau in Osaka, Japan.

 

On April 1, 2016, e-Learning entered into stock purchase agreements with 7 Japanese individuals. Pursuant to these agreements, e-Learning sold 140,000 shares of common stock in total to these individuals and received $270 as aggregate consideration. Each paid JPY0.215 per share. At the time of purchase the price paid per share by each was the equivalent of about $0.002. This sale of shares was exempt from registration in accordance with Regulation S of the Securities Act of 1933, as amended ("Regulation S") because the above sales of the stock were made to non-U.S. persons as defined under Rule 902 section (k)(2)(i) of Regulation S, pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.

 

On August 1, 2016, the Company changed its fiscal year end from November 30 to September 30.

 

On August 9, 2016, e-Learning entered into stock purchase agreements with 33 Japanese individuals. Pursuant to these agreements, e-Learning sold 3,300 shares of common stock in total to these individuals and received $330 as aggregate consideration. Each paid JPY10 per share. At the time of purchase the price paid per share by each shareholder was the equivalent to about $0.1. These shares were sold pursuant to the Company’s effective S-1 Registration Statement deemed effective on July 20, 2016 at 4pm EST.

 

On October 28, 2016, the Company, with the approval of its board of directors and its majority shareholders by written consent in lieu of a meeting, authorized the cancellation of shares owned by e-Learning. e-Learning consented to the cancellation of shares. The total number of shares cancelled was 19,000,000 shares which was comprised of 16,500,000 restricted common shares and 2,500,000 free trading shares.

 

On October 28, 2016, every one (1) share of common stock, par value $.0001 per share, of the Company issued and outstanding was automatically reclassified and changed into twenty (20) shares fully paid and non-assessable shares of common stock of the Company, par value $.0001 per share. (“20-for-1 Forward Stock Split”) No fractional shares were issued. The authorized number of shares, and par value per share, of common stock are not affected by the 20-for-1 Forward Stock Split.

 

During July 2017 and August 2017, e-Learning entered into stock purchase agreements with 24 Japanese individuals. Pursuant to these agreements, e-Learning sold 2,240,000 shares of its common stock in total to these individuals and received $38,263 as aggregate consideration.

 

On September 26, 2018, Force Internationale Limited, a Cayman Island limited company (“Force Internationale”) entered into a Share Purchase Agreement with its wholly-owned subsidiary, e-Learning and 74.5% owner of the Company. Under this Share Purchase Agreement, e-Learning transferred its 74.5% interest in the Company to Force Internationale. As consideration for this transfer, Force Internationale paid $26,000.00 to e-Learning. Immediately subsequent, the Company entered into a Share Purchase Agreement with Force Internationale, to acquire 100% of Force Holdings and 100% direct owner of e-Learning. In consideration of this agreement, the Company issued 12,700,000 common shares to Force Internationale. The result of these transaction is that Force Internationale is a 84.4% owner of the Company, the Company is a 100% owner of Force Holdings, and Force Holdings is a 100% owner of e-Learning. Prior to the Share Purchase Agreements, Force Internationale was an indirect owner of 74.5% of the Company and subsequent to the Share Purchase Agreements, Force Internationale is a direct owner of 84.4% of the Company. The Share Purchase Agreements were approved by the boards of directors of each of the Company, Force Internationale, Force Holdings, and e-Learning.

 

On December 6, 2018, the Company entered into a share contribution agreement (the “Contribution Agreement”) with Force Internationale. Under this Agreement, the Company transferred 100% of the equity interest of School TV Co., Ltd. ("School TV"), to Force Internationale without consideration. This Contribution Agreement was approved by the board of directors of the Company, Force Internationale and School TV. Upon the completion of the disposal, School TV was deconsolidated from the Company's consolidated financial statements.

 

Business Information

 

As of March 31, 2021, we operate through our wholly owned subsidiaries, which are engaged in provision of the educational services through an internet platform called “Force Club”.

 

Our principal executive offices are located at 1-1-36, 1-23-38-6F, Esaka-cho, Suita-shi, Osaka 564-0063, Japan. Our phone number is +81-6-6339-4177.

 

Liquidity and Capital Resources 

 

As of March 31, 2021, and September 30, 2020, we had cash and cash equivalents in the amount of $19,437,578 and $19,370,086, respectively. Currently, our cash balance is sufficient to fund our operations without the need for additional funding.

 

Revenues

 

We recorded revenue of $4,243,964 for the three months ended March 31, 2021 as opposed to $5,345,918 for the three months ended March 31, 2020. We recorded revenue of $15,155,701 for the six months ended March 31, 2021 as opposed to $11,178,526 for the six months ended March 31, 2020. The increase/decrease in revenue, in our opinion, is attributed to an increase/decrease in recruitment activities of premium Force Club members.

 

Net Income

 

We recorded net loss of $554,253 for the three months ended March 31, 2021 as opposed to net loss of $1,419,998 for the three months ended March 31, 2020. The decrease in net loss is attributed to decrease in operating expenses. We recorded net income of $1,737,840 for the six months ended March 31, 2021 as opposed to net loss of $930,245 for the six months ended March 31, 2020. The increase in net income is attributed to an increase in revenues and decrease in operating expenses.

 

Cash flow

 

For the six months ended March 31, 2021 we had cash flows from operations in the amount of $1,195,844. For the six months ended March 31, 2020, we had negative cash flows from operations in the amount of $2,672,016. The increase in operating cash flow, in our opinion, is attributed to increase in net income, and less payments made to acquire inventories and settle account payable.

 

Working capital

 

As of March 31, 2021, and September 30, 2020, we had working capital of $15,012,834 and $14,083,699, respectively.

 

Advertising

 

Advertising costs are expensed as incurred and included in selling and distributions expenses. Advertising expenses were $85,379 and $423,895 for the three months ended March 31, 2021 and 2020, respectively. For the six months ended March 31, 2021 and 2020, advertising expenses were $176,903 and 622,720, respectively.

 

Advertising expenses were comprised of, but not limited to, sales events hosted for sales agents, exhibitions to promote and display company product offerings, signboards, and public relations activities.

 

Future Plans

 

Over the course of the next twelve months, the Company intends to focus on expanding its sales network in order to strengthen its business activities. Currently, revenue is derived primarily from sales of the Company’s Force Club premium package. While it is the intention of the Company to maintain this revenue stream, and to further increase the number of premium users of the Force Club, the Company also intends to diversify its operations and develop additional business activities.

 

In order to do so, the Company intends to focus on development of an online educational platform on which additional advertising income can be generated. At present, there are no definitive plans that have been made regarding the implementation or direction of this future online educational platform. However, we intend to begin efforts to hire additional personnel with extensive experience in web marketing in order to assist in the development of our future platform.

 

Impact of COVID-19

 

In the Company’s financial year of 2020, the global outbreak of the coronavirus disease 2019 (“COVID-19”) significantly affected economy in Japan, where the Company mainly operates its business. Since the end of 2020, the third wave of Covid-19 has spread in Japan, and business activities continue to be restricted. The Company implemented some measures to prevent infection including shortening business hours and restricting movements of employees. Our Force Club Members’ activities, which is our main sales resources, have also been limited due to travel restrictions and social distance rules implemented nationwide and globally. Consequently, the COVID-19 pandemic may adversely affect the Company’s business operations, financial condition and operating results for 2021, including but not limited to material negative impact to the Company’s total revenues. Due to the high uncertainty of the evolving situation, the Company has limited visibility on the full impact brought upon by the COVID-19 pandemic and the related financial impact cannot be estimated at this time.

 

ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

 

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ITEM 4

CONTROLS AND PROCEDURES

Management’s Report on Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and our chief financial officer (who is acting as our principal executive officer, principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.

 

As of March 31, 2021, the end of the fiscal period covered by this report, we carried out an evaluation, under the supervision of our chief executive officer, with the participation of our chief financial officer, of the effectiveness of the design and the operation of our disclosure controls and procedures. The officers concluded that the disclosure controls and procedures were not effective as of the end of the period covered by this report due to material weaknesses identified below. 

 

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: domination of management by a single individual without adequate compensating controls, lack of a majority of outside directors on board of directors, inadequate segregation of duties consistent with control objectives, lack of well-established procedures to identify, approve and report related party transactions and lack of an audit committee. These material weaknesses were identified by our Chief Executive Officer who also serves as our Chief Financial Officer in connection with the above annual evaluation.

 

Inherent limitations on effectiveness of controls

 

Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal controls over financial reporting that have occurred for the three months ended March 31, 2021, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

 

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Table of Contents

PART II-OTHER INFORMATION

 

ITEM 1

LEGAL PROCEEDINGS

During the six months ended March 31, 2021, the Company has settled seven cases related to the cancellation of contracts in amount of approximately JPY18.3 million (approximately $174,000). As of filing date, the Company had 19 pending legal cases, claiming a damage of approximately JPY114.4 million (approximately $1.0 million) under the same nature, and the Company’s legal counsel estimated a probable settlement for these cases with total settlement amount of approximately JPY42.3 million (approximately $382,000). The Company accrued a total liability of JPY42.3 million (approximately $382,000) as of March 31, 2021 for pending legal cases as of filing date.  

 

During the past ten (10) years, none of our directors, persons nominated to become directors, executive officers, promoters or control persons was involved in any of the legal proceedings listen in Item 401 (f) of Regulation S-K.

 

ITEM 1A

RISK FACTORS

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

 

ITEM 2

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

 

ITEM 3

DEFAULTS UPON SENIOR SECURITIES

None

 

ITEM 4

MINE SAFETY DISCLOSURES

Not applicable.

 

ITEM 5

OTHER INFORMATION

None

 

ITEM 6

EXHIBITS

 

Exhibit No.	Description
3.1	Certificate of Incorporation (1)
3.2	By-laws (1)
3.3	Amendment to the Articles of Incorporation of the Company (2)
3.4	Amendment to the Articles of Incorporation of the Company (3)
3.5	Articles of Association of Force Holdings (4)
3.6	Articles of Incorporation of e-Learning (4)
10.1	Share Purchase Agreement dated September 26, 2018 by and among Force Internationale and e-Learning (4)
10.2	Share Purchase Agreement dated September 26, 2018 by and among Force Internationale and Exceed World (4)
10.3	Share Contribution Agreement dated December 6, 2018 by and among Force Internationale and Exceed World (5)
31	Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s report on Form 10-K (6)
32	Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (6)
101.INS	XBRL Instance Document (7)
101.SCH	XBRL Taxonomy Extension Schema (7)
101.CAL	XBRL Taxonomy Extension Calculation Linkbase (7)
101.DEF	XBRL Taxonomy Extension Definition Linkbase (7)
101.LAB	XBRL Taxonomy Extension Label Linkbase (7)
101.PRE	XBRL Taxonomy Extension Presentation Linkbase (7)

 

(1)	Filed as an exhibit to the Company's Registration Statement on Form 10, as filed with the SEC on February 19, 2015, and incorporated herein by this reference.
(2)	Filed as an exhibit to the Company's Current Report on Form 8-K as filed with the SEC on January 12, 2016, and incorporated herein by this reference.
(3)	Filed as an exhibit to the Company's Current Report on Form 8-K as filed with the SEC on November 1, 2016, and incorporated herein by this reference.
(4)	Filed as an exhibit to the Company's Current Report on Form 8-K as filed with the SEC on October 2, 2018, and incorporated herein by this reference.
(5)	Filed as an exhibit to the Company's Current Report on Form 8-K as filed with the SEC on December 12, 2018, and incorporated herein by this reference.
(6)	Filed herewith.
(7)	Users of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or Annual Report for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Exchange Act of 1934 and otherwise are not subject to liability.

 

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SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

 

Exceed World, Inc.

(Registrant)

 

By: /s/ Tomoo Yoshida 

Name: Tomoo Yoshida

CEO, President, Director

Dated: May 19, 2021 

 

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