Ahead-Trying Statements
Sure statements, apart from purely historic info, together with
estimates, projections, statements referring to our enterprise plans, aims,
and anticipated working outcomes, and the assumptions upon which these statements
are based mostly, are “forward-looking statements” throughout the that means of the Non-public
Securities Litigation Reform Act of 1995, Part 27A of the Securities Act of
1933 and Part 21E of the Securities Trade Act of 1934. These
forward-looking statements usually are recognized by the phrases “believes,”
“mission,” “expects,” “anticipates,” “estimates,” “intends,” “technique,” “plan,”
“might,” “will,” “would,” “can be,” “will proceed,” “will doubtless consequence,” and
related expressions. We intend such forward-looking statements to be coated by
the safe-harbor provisions for forward-looking statements contained within the
Non-public Securities Litigation Reform Act of 1995, and are together with this
assertion for functions of complying with these safe-harbor provisions.
Ahead-looking statements are based mostly on present expectations and assumptions
which might be topic to dangers and uncertainties which can trigger precise outcomes to
differ materially from the forward-looking statements. Our potential to foretell
outcomes or the precise impact of future plans or methods is inherently
unsure. Elements which might have a cloth adversarial impact on our operations
and future prospects on a consolidated foundation embody, however will not be restricted to:
modifications in financial circumstances, legislative/regulatory modifications, availability of
capital, rates of interest, competitors, and usually accepted accounting
rules. These dangers and uncertainties also needs to be thought of in
evaluating forward-looking statements and undue reliance shouldn’t be positioned on
such statements.
Any references to “the Firm” seek advice from Exceed World, Inc., which operates
by means of its wholly owned subsidiaries.
Firm Overview
Company Historical past
The Firm was initially included with the identify Sensible Acquisition,
Inc., beneath the legal guidelines of the State of Delaware on November 25, 2014, with an
goal to accumulate, or merge with, an working enterprise. On January 12, 2016,
Thomas DeNunzio of 780 Reservoir Avenue, #123, Cranston, RI 02910, the only real
shareholder of the Firm, entered right into a Share Buy Settlement with
e-Studying Laboratory Co., Ltd., a Japan company (“e-Studying”). Pursuant to
the Settlement, Mr. DeNunzio transferred to e-Studying, 20,000,000 shares of our
frequent inventory which represents all of our issued and excellent shares.
Following the closing of the share buy transaction, e-Studying gained a
100% curiosity within the issued and excellent shares of our frequent inventory and
grew to become the controlling shareholder of the Firm.
On January 12, 2016, the Firm modified its identify to Exceed World, Inc. and
filed with the Delaware Secretary of State, a Certificates of Modification. On
January 12, 2016, Mr. Thomas DeNunzio resigned as our Chief Government Officer,
Chief Monetary Officer, President, Director, Secretary, and Treasurer. Additionally, on
January 12, 2016, Mr. Tomoo Yoshida was appointed as our Chief Government
Officer, Chief Monetary Officer, President, Director, Secretary, and Treasurer.
On February 29, 2016, the Firm entered right into a Inventory Buy Settlement with
Tomoo Yoshida, our Chief Government Officer, Chief Monetary Officer, President,
Director, Secretary, and Treasurer. Pursuant to this Settlement, Tomoo Yoshida
transferred to Exceed World, Inc., 10 shares of the frequent inventory of E&F Co.,
Ltd., a Japan company (“E&F”), which represents all of its issued and
excellent shares in consideration of $4,835 (JPY 500,000). Following the
efficient date of the share buy transaction on February 29, 2016, Exceed
World, Inc. gained a 100% curiosity within the issued and excellent shares of E&F’s
frequent inventory and E&F grew to become a completely owned subsidiary of Exceed World. On August
4, 2016, the E&F modified its identify to College TV Co., Ltd (“College TV”) and filed
with the Authorized Affairs Bureau in Osaka, Japan.
On April 1, 2016, e-Studying entered into inventory buy agreements with 7
Japanese people. Pursuant to those agreements, e-Studying bought 140,000
shares of frequent inventory in complete to those people and obtained $270 as
mixture consideration. Every paid JPY0.215 per share. On the time of buy
the value paid per share by every was the equal 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”) as a result of the above gross sales of
the inventory had been made to non-U.S. individuals as outlined beneath Rule 902 part
(ok)(2)(i) of Regulation S, pursuant to offshore transactions, and no directed
promoting efforts had been made in america by the issuer, a distributor, any
of their respective associates, or any individual performing on behalf of any of the
foregoing.
On August 1, 2016, the Firm modified its fiscal yr finish from November 30 to
September 30.
On August 9, 2016, e-Studying entered into inventory buy agreements with 33
Japanese people. Pursuant to those agreements, e-Studying bought 3,300 shares
of frequent inventory in complete to those people and obtained $330 as mixture
consideration. Every paid JPY10 per share. On the time of buy the value paid
per share by every shareholder was the equal to about $0.1. These shares
had been bought pursuant to the Firm’s efficient S-1 Registration Assertion deemed
efficient on July 20, 2016 at 4pm EST.
On October 28, 2016, the Firm, with the approval of its board of administrators
and its majority shareholders by written consent in lieu of a gathering,
licensed the cancellation of shares owned by e-Studying. e-Studying consented
to the cancellation of shares. The overall variety of shares cancelled was
19,000,000 shares which was comprised of 16,500,000 restricted frequent shares and
2,500,000 free buying and selling shares.
On October 28, 2016, each one (1) share of frequent inventory, par worth $.0001 per
share, of the Firm issued and excellent was robotically reclassified and
became twenty (20) shares absolutely paid and non-assessable shares of frequent
inventory of the Firm, par worth $.0001 per share. (“20-for-1 Ahead Inventory
Cut up”) No fractional shares had been issued. The licensed variety of shares, and
par worth per share, of frequent inventory will not be affected by the 20-for-1 Ahead
Inventory Cut up.
Throughout July 2017 and August 2017, e-Studying entered into inventory buy
agreements with 24 Japanese people. Pursuant to those agreements,
e-Studying bought 2,240,000 shares of its frequent inventory in complete to those
people and obtained $38,263 as mixture consideration.
On September 26, 2018, Drive Internationale Restricted, a Cayman Island restricted
firm (“Drive Internationale”) entered right into a Share Buy Settlement with
its wholly-owned subsidiary, e-Studying and 74.5% proprietor of the Firm. Beneath
this Share Buy Settlement, e-Studying transferred its 74.5% curiosity within the
Firm to Drive Internationale. As consideration for this switch, Drive
Internationale paid $26,000.00 to e-Studying. Instantly subsequent, the
Firm entered right into a Share Buy Settlement with Drive Internationale, to
purchase 100% of Drive Holdings and 100% direct proprietor of e-Studying. In
consideration of this settlement, the Firm issued 12,700,000 frequent shares to
Drive Internationale. The results of these transaction is that Drive
Internationale is a 84.4% proprietor of the Firm, the Firm is a 100% proprietor of
Drive Holdings, and Drive Holdings is a 100% proprietor of e-Studying. Previous to the
Share Buy Agreements, Drive Internationale was an oblique proprietor of 74.5%
of the Firm and subsequent to the Share Buy Agreements, Drive
Internationale is a direct proprietor of 84.4% of the Firm. The Share Buy
Agreements had been accepted by the boards of administrators of every of the Firm,
Drive Internationale, Drive Holdings, and e-Studying.
On December 6, 2018, the Firm entered right into a share contribution settlement
(the “Contribution Settlement”) with Drive Internationale. Beneath this Settlement,
the Firm transferred 100% of the fairness curiosity of College TV Co., Ltd.
(“College TV”), to Drive Internationale with out consideration. This Contribution
Settlement was accepted by the board of administrators of the Firm, Drive
Internationale and College TV. Upon the completion of the disposal, College TV was
deconsolidated from the Firm’s consolidated monetary statements.
Enterprise Info
As of March 31, 2022, we function by means of our wholly-owned subsidiaries, which
are engaged within the provision of the academic providers by means of an web
platform known as “Drive Membership”.
Our principal govt workplaces are situated at 1-1-36, 1-23-38-6F, Esakacho,
Suita-shi, Osaka 564-0063, Japan. Our cellphone quantity is +81-6-6339-4177.
Liquidity and Capital Assets
As of March 31, 2022, and September 30, 2021, we had money within the quantity of
$20,303,775 and $23,056,242, respectively. At the moment, our money stability is
enough to fund our operations with out the necessity for extra funding.
Revenues
We recorded income of $6,525,769 for the three months ended March 31, 2022 as
against $4,243,964 for the three months ended March 31, 2021. We recorded
income of 11,568,356 for the six months ended March 31, 2022 versus
$15,155,701 for the six months ended March 31, 2021. The rise/lower in
income, in our opinion, is attributed to extend/lower in recruitment
actions of premium Drive Membership members.
Internet Revenue (Loss)
We recorded internet earnings of $718,280 for the three months ended March 31, 2022 as
against internet lack of $554,253 for the three months ended March 31, 2021. The
enhance in internet earnings is attributed to extend in revenues. We recorded internet
earnings of $48,554 for the six months ended March 31, 2022 versus internet
earnings of $1,737,840 for the six months ended March 31, 2021. The lower in
internet earnings is attributed to lower in revenues.
Money movement
For the six months ended March 31, 2022 we had damaging money flows from
operations within the quantity of $1,260,035. For the six months ended March 31, 2021,
we had money flows from operations within the quantity of $1,195,844. The lower in
working money movement, in our opinion, is principally attributed to the lower in internet
earnings and alter in honest worth of marketable securities, and enhance in
settlement of account payable and earnings tax payable.
Working capital
As of March 31 2022, and September 30, 2021, we had working capital of
$14,215,855 and $15,695,158, respectively.
Promoting
Promoting prices are expensed as incurred and included in promoting and
distributions bills. Promoting bills had been $208,059 and $85,379 for the
three months ended March 31, 2022 and 2021, respectively. For the six months
ended March 31, 2022 and 2021, promoting bills had been $551,629 and $176,903,
respectively.
Promoting bills had been comprised of, however not restricted to, gross sales occasions hosted
for gross sales brokers, exhibitions to advertise and show firm product choices,
signboards, and public relations actions.
Future Plans
Over the course of the subsequent twelve months, the Firm continues to give attention to
increasing its gross sales community with the intention to strengthen its enterprise actions.
Although the gross sales had been comparatively sluggish within the first half yr of the monetary
yr ending September 30, 2022, the Firm expects that it is going to be recovered in
the second half yr. We additionally plan to offer some advantages and incentives to
the Premium Members as value-added providers, along with the conventional
compensation package deal.
Impression of COVID-19
Because of the quasi-emergency measures and the unfold of Omicron variant, economic system
restoration in Japan remained average in the course of the second quarter of the monetary
yr ending September 30, 2022. The quasi-emergency measures was lifted in
March, economic system exercise in Japan is anticipated to be normalized in the course of the third
quarter and onwards. Nonetheless, as there may be nonetheless excessive uncertainty of the evolving
state of affairs, the Firm has restricted visibility on the total influence introduced upon by
the COVID-19 pandemic and the associated monetary influence can’t be estimated at
this time.
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