TGL — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-05-20

• On January 13, 2026, we entered into a share sale agreement (the “Share Sale Agreement”) for the proposed acquisition of Tazte Technology Sdn. Bhd. (“Tazte”). On January 28, 2026, we entered into a loan agreement with Tazte pursuant to which we agreed to provide funding support to Tazte for its oper…

• Total revenues increased by approximately $0.8 million, or 125.2%, to approximately $1.5 million for the three months ended March 31, 2026, from approximately $0.7 million for the same period in 2025, primarily attributable to an increase in product and loyalty program revenue, offset by a decrease …

• During the fiscal year ended March 31, 2025, the Company initiated a new revenue stream by offering customized software development services, primarily targeting enterprise clients. In January 2025, the Company entered into a service partnership with Reveillon Group Limited to design, develop, and i…

• No revenue from customized software development services was recognized for the three months ended March 31, 2026.

• Our breakdown of cost of revenue by categories for the three months ended March 31, 2026, and 2025, respectively, is summarized below:

Text removed vs the prior filing · source: 10-Q · 2026-02-23

• Total revenues increased by approximately $0.8 million or 258.1% to approximately $1.1 million for the three months ended December 31, 2025 from approximately $0.3 million for the three months ended December 31, 2024. The increase was mainly attributable to increase in revenue from product and loyal…

• Member subscription revenue primarily consists of fees charged to customers who sign up for Zmember, our membership program that offers exclusive savings, bonuses, and referral rewards. For the three months ended December 31, 2025, member subscription revenue decreased by 100.0% to $0, from approxim…

• Our breakdown of cost of revenue by categories for the three months ended December 31, 2025, and 2024, respectively, is summarized below:

• Cost of revenue primarily consists of purchases of gift cards or “E-voucher” PIN codes, and healthcare products, which are directly attributable to our product revenue. Total cost of revenue increased by approximately $1.0 million, or 1,285.7%, for the three months ended December 31, 2025 compared t…

• Our gross profit for the three months ended December 31, 2025, amounted to approximately $1,000 as compared to approximately $0.2 million for the same period in 2024, reflecting an decrease of approximately $0.2 million or 99.6%. Our gross margin decreased from 74.2% for the three months ended Decem…

Text added vs the prior filing · source: 10-Q · 2026-05-20

• The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2026. Based…

• A material weakness is a deficiency, or a combination of deficiencies, within the meaning of Public Company Accounting Oversight Board Auditing Standard AS 2201, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or in…

• Our management concluded that as of March 31, 2026, our internal control over financial reporting was not effective, and that material weaknesses existed in the following areas:

• (1)we do not employ full time in-house personnel with the technical knowledge to identify and address some of the reporting issues surrounding certain complex or non-routine transactions. With respect to material, complex and non-routine transactions, management has and will continue to seek guidanc…

• (2)we have inadequate segregation of duties consistent with the control objectives including but not limited to the disbursement process, transaction or account changes, and the performance of account reconciliations and approval; and

Text removed vs the prior filing · source: 10-Q · 2026-02-23

• Our disclosure controls and procedures are designed to ensure that the information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized, and reported within the time periods specifi…

• Our management, with the participation and supervision of our Chief Executive Officer and our Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered b…

• ●Inadequate U.S. GAAP expertise. The current accounting staff is inexperienced in applying U.S. GAAP standard as they are primarily engaged in ensuring compliance with International Financial Reporting Standards (“IFRS”) accounting and reporting requirement for our consolidated operating entities, a…

• ●Inadequate internal audit function. We lack of a functional internal audit department or personnel that monitors the consistencies of the preventive internal control procedures and lack of adequate policies and procedures in internal audit function to ensure that our policies and procedures have be…

• A material weakness is a deficiency, or a combination of deficiencies, within the meaning of Public Company Accounting Oversight Board Auditing Standard AS 2201, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or in…