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FLYE Fly E Group Inc

0.4471
0.0046 (1.04%)
Last Updated: 20:26:31
Delayed by 15 minutes
Share Name Share Symbol Market Type
Fly E Group Inc NASDAQ:FLYE NASDAQ Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.0046 1.04% 0.4471 0.444 0.4471 0.45 0.4246 0.425 104,260 20:26:31

Form 10-Q - Quarterly report [Sections 13 or 15(d)]

19/11/2024 9:52pm

Edgar (US Regulatory)


 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended September 30, 2024

 

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 001-42122

  

FLY-E GROUP, INC.

(Exact name of registrant as specified in its charter)

  

Delaware   92-0981080
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)
     

136-40 39th Avenue

Flushing, New York

  11354
(Address of principal executive offices)   (Zip Code)

 

 Registrant’s telephone number, including area code: (929) 410-2770

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.01 par value per share    FLYE    The Nasdaq Stock Market LLC 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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. Yes No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

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 Act) Yes No

 

As of November 18, 2024, there were 24,587,500 shares of the registrant’s common stock, par value $0.01 per share, issued and outstanding.

 

 

 

 

 

 

  INDEX Page
Number
 
     
  Cautionary Statement Regarding Forward Looking Statements ii
PART I FINANCIAL INFORMATION 1
Item 1. Financial Statements 1
  Unaudited Condensed Consolidated Balance Sheets as of September 30, 2024 and March 31, 2024 1
  Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income for the Three Months and Six Months Ended September 30, 2024 and 2023 2
  Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Three Months and Six Months Ended September 30, 2024 and 2023 3
  Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended September 30, 2024 and 2023 4
  Notes to Unaudited Condensed Consolidated Financial Statements 5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 31
Item 3. Quantitative and Qualitative Disclosures About Market Risk 45
Item 4. Controls and Procedures 45
     
PART II OTHER INFORMATION 46
Item 1. Legal Proceedings 46
Item 1A. Risk Factors 46
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 47
Item 3. Defaults Upon Senior Securities 47
Item 4. Mine Safety Disclosures 47
Item 5. Other Information 47
Item 6. Exhibits 47
  Signatures 48

 

i

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q (“Report”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act, as amended (the “Securities Act”), Section 21E of the Exchange Act, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be preceded by, or contain, words such as “may,” “will,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “predict,” “potential,” “might,” “could,” “would,” “should” or other words indicating future results, though not all forward-looking statements necessarily contain these identifying words. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including, without limitation, statements about our future business operations and results, our strategy and competition. These statements represent our current expectations or beliefs concerning various future events and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations, including, but not limited to:

 

our ability to obtain additional funding to market our vehicles and develop new products;

 

our ability to produce our vehicles with sufficient volume and quality to satisfy customers;

 

the inability of our principal vendors to deliver the necessary components for our vehicles at prices and volumes acceptable to us;

 

our principal vendors failing to perform quality control on our products;

 

the inability to obtain sufficient intellectual property protection for our brand and technologies;

 

our vehicles failing to perform as expected;

 

our facing product warranty claims or product recalls;

 

our facing adverse determinations in significant product liability claims;

 

customers not adopting electric vehicles;

 

the development of alternative technology that adversely affects our business;

 

the lingering impact of COVID-19 on our business;

 

increased government regulation of our industry;

 

  the risk of losing cash balances exceeding insurance limits held at banks;
     
  our ability to grow the rental services;
     
  our ability to continue as a going concern;
     
  our ability to regain and maintain compliance with the continued listing standards of the Nasdaq Capital Market (“Nasdaq”);
     
  tariffs and currency exchange rates; and
     
  the other risks and uncertainties discussed under the section titled “Risk Factors” beginning on page 44 of this Report and our other filings with the Securities and Exchange Commission (the “SEC”).  

 

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. We undertake no obligation to update or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In light of these risks, uncertainties and assumptions, the forward-looking events discussed or incorporated by reference in this prospectus supplement and the accompanying prospectus may not occur.

 

You should read this Report with the understanding that our actual future results may be materially different from what we expect. We qualify all of the forward-looking statements in the foregoing documents by these cautionary statements.

 

ii

 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

FLY-E GROUP, INC.

 

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS 

(Expressed in U.S. dollars, except for the number of shares)

 

   September 30,
2024
   March 31,
2024
 
ASSETS        
Current Assets        
Cash  $1,274,935   $1,403,514 
Accounts receivable   366,838    212,804 
Accounts receivable – related parties   91,885    326,914 
Inventories, net   8,596,108    5,364,060 
Prepayments and other receivables   2,453,340    588,660 
Prepayments and other receivables – related parties   387,808    240,256 
Total Current Assets   13,170,914    8,136,208 
Property and equipment, net   6,644,717    1,755,022 
Security deposits   837,179    781,581 
Deferred IPO costs   
-
    502,198 
Deferred tax assets, net   497,939    35,199 
Operating lease right-of-use assets   15,438,347    16,000,742 
Intangible assets, net   527,538    36,384 
Long-term prepayment for property   
-
    450,000 
Long-term prepayment for software development– related parties   1,055,980    1,279,000 
Total Assets  $38,172,614   $28,976,334 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current Liabilities          
Accounts payable  $365,129   $1,180,796 

Short-term loan payables

   4,909,982    
-
 
Current portion of long-term loan payables   90,809    1,213,242 
Short term mortgage loan payables   1,800,000    
-
 
Accrued expenses and other payables   545,206    925,389 
Other payables – related parties   
-
    92,229 
Operating lease liabilities – current   3,149,827    2,852,744 
Taxes payable   
-
    1,530,416 
Total Current Liabilities   10,860,953    7,794,816 
Long-term loan payables   191,128    412,817 
Operating lease liabilities – non-current   13,288,194    13,986,879 
Total Liabilities   24,340,275    22,194,512 
           
Commitment and Contingencies   
 
    
 
 
           
Stockholders’ Equity          
Preferred stock, $0.01 par value, 4,400,000 shares authorized and nil outstanding as of September 30, 2024 and March 31, 2024*   
    
 
Common stock, $0.01 par value, 44,000,000 shares authorized and 24,587,500 shares outstanding  as of September 30, 2024 and 22,000,000 shares outstanding as of March 31, 2024*   245,875    220,000 
Additional Paid-in Capital   10,744,024    2,400,000 
Shares Subscription Receivable     (219,998)   (219,998)
Retained Earnings   3,073,293    4,395,649 
Accumulated other comprehensive loss   (10,855)   (13,829)
Total FLY-E Group, Inc. Stockholders’ Equity   13,832,339    6,781,822 
Total Liabilities and Stockholders’ Equity  $38,172,614   $28,976,334 

 

* Shares and per share data are presented on a retroactive basis to reflect the nominal share issuance on December 21, 2022 and to give effect to the stock split completed on April 2, 2024.

 

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

 

1

 

 

FLY-E GROUP, INC.

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE (LOSS) INCOME

(Expressed in U.S. dollars, except for the number of shares)

 

   For the Three Months Ended
September 30,
   For the Six Months Ended
September 30,
 
   2024   2023   2024   2023 
Revenues  $6,824,406   $8,763,839   $14,697,832   $16,606,185 
Cost of Revenues   3,919,952    5,002,540    8,693,744    10,122,171 
Gross Profit   2,904,454    3,761,299    6,004,088    6,484,014 
                     
Operating Expenses                    
Selling Expenses   2,041,435    1,618,439    3,653,930    2,701,545 
General and Administrative Expenses   2,094,078    1,058,235    3,626,716    1,930,300 
Total Operating Expenses   4,135,513    2,676,674    7,280,646    4,631,845 
(Loss) Income from Operations   (1,231,059)   1,084,625    (1,276,558)   1,852,169 
                     
Other Income (Expenses), net   (53,929)   40,779    (47,411)   29,701 
Interest Expenses, net   (23,795)   (17,969)   (91,877)   (50,592)
(Loss) Income Before Income Taxes   (1,308,783)   1,107,435    (1,415,846)   1,831,278 
Income Tax Benefit (Expense)   165,935    (360,879)   93,490    (644,279)
Net (Loss) Income  $(1,142,848)  $746,556   $(1,322,356)  $1,186,999 
                     
Other Comprehensive Income (Loss)                    
Foreign currency translation adjustment   4,298    
    2,974    
 
Total Comprehensive (Loss) Income  $(1,138,550)  $746,556   $(1,319,382)  $1,186,999 
                     
(Losses) Earnings per Share*  $(0.05)  $0.03   $(0.06)  $0.05 
Weighted Average Number of Common Stock                    
– Basic and Diluted*   24,587,500    22,000,000    23,622,596    22,000,000 

 

* Shares and per share data are presented on a retroactive basis to reflect the nominal share issuance on December 21, 2022 and to give effect to the stock split completed on April 2, 2024.

 

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

 

2

 

 

FLY-E GROUP, INC.

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN

STOCKHOLDERS’ EQUITY 

(Expressed in U.S. dollars, except for the number of shares)

 

   Preferred Stock   Common Stock   Additional
Paid-in
   Shares  
Subscription
   Accumulated
Other
   Retained   Total
Stockholders’
 
   Shares*   Amount   Shares*   Amount   Capital   Receivables   Comprehensive   Earnings   Equity 
                                     
Balance at March 31, 2024   
   $
    22,000,000   $220,000    2,400,000    (219,998)  $(13,829)  $4,395,649   $6,781,822 
Net Loss                   
    
    
    (179,508)   (179,508)
Issuance of common stock upon initial public offering, net       
    2,587,500    25,875    8,344,024    
    
    
    8,369,899 
Foreign currency translation adjustment                   
    
    (1,324)   
    (1,324)
Balance at June 30, 2024   
   $
    24,587,500   $245,875   $10,744,024   $(219,998)  $(15,153)  $4,216,141   $14,970,889 
Net Loss       
        
    
    
    
    (1,142,848)   (1,142,848)
Foreign currency translation adjustment       
        
    
        4,298    
    4,298 
Balance at September 30, 2024   
   $
    24,587,500   $245,875   $10,744,024   $(219,998)  $(10,855)  $3,073,293   $13,832,339 

 

* Shares and per share data are presented on a retroactive basis to reflect the nominal share issuance on December 21, 2022 and to give effect to the stock split completed on April 2, 2024.

 

   Preferred Stock   Common Stock   Shares
Subscription
   Additional
Paid-in
   Retained   Total
Stockholders’
 
   Shares*   Amount   Shares*   Amount   Receivables   Capital   Earnings   Equity 
Balance at March 31, 2023   
   $
    22,000,000   $220,000    (219,998)  $
   $2,500,427   $2,500,429 
Net Income       
        
         
    440,443    440,443 
Capital Contribution       
    
    
    
    2,400,000    
    2,400,000 
Balance at June 30, 2023   
   $
    22,000,000   $220,000    (219,998)  $2,400,000   $2,940,870   $5,340,872 
Net Income               
    
    
    746,556    746,556 
Balance at September 30, 2023   
   $
    22,000,000   $220,000    (219,998)  $2,400,000   $3,687,426   $6,087,428 

 

*Shares and per share data are presented on a retroactive basis to reflect the nominal share issuance on December 21, 2022 and to give effect to the stock split completed on April 2, 2024.

 

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

 

3

 

 

FLY-E GROUP, INC.

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 

(Expressed in U.S. dollars, except for the number of shares)

 

   For the Six Months Ended
September 30,
 
   2024   2023 
Cash flows from operating activities        
Net (loss) income  $(1,322,356)  $1,186,999 
Adjustments to reconcile net (loss) income   to net cash (used in) provided by   operating activities:          
Depreciation expense   180,910    190,559 
Amortization expense   8,846    
 
Deferred income taxes (benefits) expenses   (462,740)   189,600 
Amortization of operating lease right-of-use assets   1,676,991    1,221,280 
Inventories reserve   330,823    159,851 
Changes in operating assets and liabilities:          
Accounts receivable   (154,034)   (463,949)
Accounts receivable – related parties   235,029    (203,069)
Inventories   (3,562,871)   (1,672,986)
Prepayments and other receivables   (1,864,681)   5,223)
Prepayments for operation services to related parties   (180,000)   
 
Security deposits   (55,598)   (78,191)
Accounts payable   (815,667)   1,813,644 
Accrued expenses and other payables   (380,183)   33,873 
Operating lease liabilities   (1,516,198)   (1,132,114)
Taxes payable   (1,530,416)   343,148 
Net cash (used in) provided by operating activities   (9,412,145)   1,593,868 
           
Cash flows from investing activities          
Purchases of equipment   (1,575,936)   (526,214)
Purchase of Software from a related party   (500,000)   
 
Prepayment for purchasing software from a related party   (801,980)   
 
Repayment from a related party   510,381    
 
Advance to a related party   (477,933)   
 
Net cash used in investing activities   (2,845,468)   (526,214)
           
Cash flows from financing activities          
Advance to a related party   
    (99,500)
Borrowing from loan payables   3,737,500    400,000 
Repayments of loan payables   (391,308)   (335,374)
Repayments on other payables - related parties   (92,229)   (198,615)
Payments of related party loan   
    (120,000)
Capital Contributions from Stockholders   
    136,370 
Payments of IPO cost   (282,403)   (100,000)
Net proceeds from issuance of common stock - IPO   9,154,500    
 
Net cash provided by (used in) financing activities   12,126,060    (317,119)
Net changes in cash   (131,553)   750,535 
Effect of exchange rate changes on cash   2,974    
 
Cash at beginning of the period   1,403,514    358,894 
Cash at the end of the period  $1,274,935   $1,109,429 
           
Supplemental disclosure of cash flow information          
Cash paid for interest expense  $91,877   $50,592 
Cash paid for income taxes  $1,940,595   $185,347 
           
Supplemental disclosure of non-cash investing and financing activities          
Settlement of accounts payable by related parties  $
   $50,000 
Settlement of accounts payable by capital contribution  $
   $2,263,630 
Purchase of vehicle funded by loan  $219,668   $34,974 
Purchase of office funded by loan  $1,800,000   $
 
Purchase software and office by using previous prepayments  $1,975,000   $
 
Deferred IPO cost recognized as additional paid-in capital  $502,198   $
 
Termination of operating lease right-of-use assets and operating lease liabilities  $(280,087)  $
 
Right-of-use assets obtained in exchange for operating lease liabilities  $1,394,682   $2,523,012 

 

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

 

4

 

 

FLY-E GROUP, INC.

 

Notes to Unaudited Condensed Consolidated Financial Statements

 

1 — DESCRIPTION OF BUSINESS, ORGANIZATION AND BASIS OF PRESENTATION

 

Organization and principal activities

 

Fly-E Group, Inc. (the “Company” or “Fly-E Group”) was incorporated under the laws of the State of Delaware on November 1, 2022. The Company has no substantive operations other than holding all of the issued and outstanding shares of Fly E-Bike Inc. (“Fly E-Bike”) and Fly EV, Inc. (“Fly EV”). Fly E-Bike and Fly EV were incorporated under the laws of the State of Delaware on August 22, 2022 and November 1, 2022, respectively. Fly EV has no substantive operations. The Company, through its wholly owned subsidiaries, is principally engaged in designing, installing and selling smart electric bikes (“E-bikes”), electric motorcycles (“E-motorcycles”), electric scooters (“E-scooters”), and related accessories under the brand name of “Fly E-Bike.” The Company’s principal operations and geographic markets are mainly in the United States of America (the “U.S.”). As of November   14, 2024, the Company has opened a total of 37 stores, including 36 stores, including 36 retail stores in the U.S and one    retail  store in Canada. The Company offers rental services from selected locations. The Company also operates one online store, focusing on selling E-motorcycles, E-bikes, and E-scooters. The Company plans to open another online store focusing on selling gas bikes in the future.

 

The Company’s business was initially operated under CTATE INC. (“Ctate”), a corporation formed under the laws of the State of New York in 2018. Before merging with Fly E-Bike, Ctate owned 27 companies, each of which operated a Fly E-Bike store. On September 12, 2022, Ctate and Fly E-Bike, which was a wholly-owned subsidiary of Ctate, entered into an Agreement and Plan of Merger, pursuant to which Ctate merged into and with Fly E-Bike, with Fly E-Bike being the surviving corporation (the “Merger”). As a result of the Merger, the original shareholders of Ctate became the stockholders of Fly E-Bike and subsequently effectively controlled the combined entity.

 

On December 21, 2022, Fly-E Group and Fly E-Bike entered into a Share Exchange Agreement, pursuant to which Fly-E Group acquired all of the issued and outstanding shares of Fly E-Bike by issuing its shares to the stockholders of Fly E-Bike on a one-for-one basis (the “Share Exchange”). As a result of the Share Exchange, Fly E-Bike became a wholly owned subsidiary of Fly-E Group.

 

As a result of the Merger and the Share Exchange, Fly E-Bike and its subsidiaries are under common control of Fly-E Group, resulting in the consolidation of Fly E-Bike and its subsidiaries, which was accounted as a reorganization of entities under common control at carrying value. The unaudited condensed consolidated financial statements are prepared on the basis as if the reorganization became effective as of the beginning of the first period presented in the unaudited condensed consolidated financial statements of Fly-E Group.

 

On June 7, 2024, the Company issued 2,250,000 shares of common stock, at a price of $4.00 per share in its initial public offering (“IPO”). The gross proceeds of the offering were $9.0 million, prior to deducting the underwriting discounts, commissions and offering expenses payable by the Company. In addition, the Company granted the underwriters a 30-day option to purchase an additional 337,500 shares of common stock at the initial public offering price, less underwriting discounts and commissions, to cover over-allotments. On June 25, 2024, the Company issued an additional 337,500 shares of common stock to the underwriters of its IPO for gross proceeds of $1.4 million upon full exercise of the underwriters’ over-allotment option. Net proceeds received by the Company from its initial public offering, including the exercise of the over-allotment option, were approximately $9.2 million. The Company also issued to The Benchmark Company, LLC (“Benchmark”), the representative of the underwriters warrants to purchase 129,375 shares.

 

The unaudited condensed consolidated financial statements include the financial statements of the Company and each of the following subsidiaries as of September 30, 2024.

 

Name   Background   Ownership
FLY-E GROUP, INC.  

●    A Delaware corporation

●    Incorporated on November 1, 2022

●    A holding company

  Parent Company
         
FLY EV, INC.  

●    A Delaware corporation

●    Incorporated on November 1, 2022

●    A holding Company

  100% owned by Fly-E Group, Inc.
         
FLY E-BIKE, INC.  

●    A Delaware Company

●    Incorporated on August 22, 2022

●    A holding Company

  100% owned by Fly-E Group, Inc.
         
UNIVERSE KING CORP  

●    A New York corporation

●    Incorporated on November 19, 2018

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
UFOTS CORP.  

●    A New York corporation

●    Incorporated on May 2, 2019

●    A retail store

  100% owned by Fly E-Bike, Inc.

 

5

 

 

ARFY CORP.  

●    A New York corporation

●    Incorporated on April 29, 2020

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
TKPGO CORP.  

●    A New York corporation

●    Incorporated on July 3, 2018

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYFLS INC  

●    A New York corporation

●    Incorporated on October 13, 2020

●    A retail store and corporate office

  100% owned by Fly E-Bike, Inc.
         
FLY37 INC  

●    A New York corporation

●    Incorporated on October 14, 2020

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FIYET INC  

●    A New York corporation

●    Incorporated on November 12, 2020

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLY GC INC.  

●    A New York corporation

●    Incorporated on November 13, 2020

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLY MHT INC.  

●    A New York corporation

●    Incorporated on December 15, 2020

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYAM INC  

●    A New York corporation

●    Incorporated on February 19, 2021

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
OFLYO INC  

●    A New York corporation

●    Incorporated on March 29, 2021

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYEBIKE INC  

●    A New York corporation

●    Incorporated on March 30, 2021

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYCLB INC  

●    A New York corporation

●    Incorporated on April 15, 2021

●    A retail store

  100% owned by Fly E-Bike, Inc.

 

6

 

  

FLYEBIKE NJ INC  

●    A New Jersey corporation

●    Incorporated on June 8, 2021

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
ESEBIKE INC  

●    A New York corporation

●    Incorporated on October 13, 2021

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYEBIKEMIAMI INC  

●    A Florida corporation

●    Incorporated on June 30, 2021

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
GOFLY INC  

●    A Texas corporation

●    Incorporated on July 23, 2021

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLY14 CORP.  

●    A New York corporation

●    Incorporated on September 15, 2021

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
EDISONEBIKE INC.  

●    A New York corporation

●    Incorporated on October 13, 2021

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYTRON INC.  

●    A New York corporation

●    Incorporated on November 9, 2021

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYCYCLE INC.  

●    A New York corporation

●    Incorporated on January 10, 2022

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYNJ2 INC.  

●    A New Jersey corporation

●    Incorporated on February 10, 2022

●    A retail store

  100% owned by Fly E-Bike, Inc.

 

7

 

 

FLYBWY INC.  

●    A New York corporation

●    Incorporated on March 2, 2022

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYCORONA INC.  

●    A New York corporation

●    Incorporated on March 9, 2022

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
MEEBIKE  

●    A New York corporation

●    Incorporated on March 25, 2022

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLY6AVE, INC.  

●    A New York corporation

●    Incorporated on April 16, 2022

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLY E BIKE NJ3, INC  

●    A New Jersey corporation

●    Incorporated on July 18, 2022

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYEBIKE BROOKLYN, INC.  

●    A New York corporation

●    Incorporated on November 2, 2022

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLY E-BIKE SAN ANTONIO INC  

●    A Texas corporation

●    Incorporated on January 1, 2023

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYEBIKE WORLD INC.  

●    A New York corporation

●    Incorporated on February 27, 2023

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLY DELIVERY INC.  

●    A New York corporation

●    Incorporated on March 2, 2023

●    A delivery store

  100% owned by Fly E-Bike, Inc.
         
FLYEBIKE MIAMI2 INC.  

●    A Florida corporation

●    Incorporated on April 13, 2023

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYDC INC.  

●    A Washington, DC corporation

●    Incorporated on May 31, 2023

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYMHT659 INC.  

●    A New York corporation

●    Incorporated on June 2, 2023

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYBX745 INC.  

●    A New York corporation

●    Incorporated on June 15, 2023

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYJH8509 INC.  

●    A New York corporation

●    Incorporated on August 30, 2023

●    A retail store

  100% owned by Fly E-Bike, Inc.

 

8

 

 

FLYBX2381 INC.  

●    A New York corporation

●    Incorporated on August 30, 2023

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYNJ4 INC.  

●    A New York corporation

●    Incorporated on October 4, 2023

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYTORONTO Corp.  

●    A Toronto corporation

●    Incorporated on October 18, 2023

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYLA INC.  

●    A California corporation

●    Incorporated on December 1, 2023

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FWMOTOR INC.  

●    A New York corporation

●    Incorporated on April 3, 2024

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
DCMOTOR INC.  

●    A Maryland corporation

●    Incorporated on April 9, 2024

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
AOFL LLC  

●    A New York corporation

●    Incorporated on June 25, 2024

●    A holding company

  100% owned by Fly E-Bike, Inc.
         
GOBIKE INC  

●    A New York corporation

●    Incorporated on July 16, 2024

●    A rental store

  100% owned by Fly E-Bike, Inc.
         
FLYEBIKE BOSTON INC.  

●    A Massachusetts corporation

●    Incorporated on September 1, 2024

●    A retail store

  100% owned by Fly E-Bike, Inc.  

 

Liquidity and Going Concern

 

In assessing the Company’s liquidity, 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. Debt financing from financial institutions and equity financings have been utilized to finance the working capital requirements of the Company.

 

On June 7, 2024, the Company closed the IPO of 2,250,000 shares of the common stock at the price of $4.00 per share, resulting in net proceeds to the Company of $7.9 million after deducting underwriting discounts and commissions and offering expenses. On June 25, 2024, the Company sold an additional 337,500 shares of common stock to the underwriters of the IPO for gross proceeds of $1.4 million upon full exercise of the underwriters’ over-allotment option and received net proceeds of approximately $1.2 million.

 

As of September 30, 2024, the Company had working capital of approximately $2.3 million and cash of approximately $1.3 million. During the three and six months ended September 30, 2024, the Company had net loss of approximately $1.1 million and $1.3 million, respectively. During the six months ended September 30, 2024, net cash used in operating activities of the Company was approximately $9.4 million. As of September 30, 2024, the Company had a current portion of contractual obligation of approximately $9.6 million. Management has determined there is substantial doubt about its ability to continue as a going concern. Management plans to alleviate the going concern risk through (i) equity financing to support the Company’s working capital; (ii) other available sources of financing (including debt) from banks and other financial institutions; and (iii) financial support from the Company’s related parties. There is no assurance that the Company will be successful in implementing the foregoing plans or that additional financing will be available to the Company on commercially reasonable terms, or at all. The Company’s inability to secure needed financing when required could require material changes to the Company’s business plans and could have a material adverse effect on the Company’s ability to continue as a going concern and results of operations. The unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of such uncertainties.

 

9

 

 

2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

(a) Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the U.S. (the “U.S. GAAP”) and regulations of the Securities Exchange Commission (the “SEC”).   The accompanying unaudited condensed consolidated financial statements contemplate the realization of assets and the satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of liabilities in the normal course of business are dependent on, among other things, the Company’s ability to operate profitably, to generate cash flows from operations, and its ability to attract investors and to borrow funds on reasonable economic terms. The results of operations for the six months ended September 30, 2024 are not necessarily indicative of results to be expected for any other interim period or for the full fiscal year ending March 31, 2025. Accordingly, these statements should be read in conjunction with the Company’s audited financial statements and note thereto as of and for the years ended March 31, 2024 and 2023.

 

(b) Principles of Consolidation

 

The unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries over which the Company exercises control and, when applicable, entities for which the Company has a controlling financial interest. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.

 

(c) Segment Information

 

The Company’s chief operating decision-makers (i.e., chief executive officer and his direct reports) review financial information presented on a consolidated basis, accompanied by disaggregated information about revenues by different revenues streams for purposes of allocating resources and evaluating financial performance. The Company and its subsidiaries offer E-bikes, E-motorcycles, E-scooters and other items and services in its stores. The Company’s retail operating divisions are geographically based, have similar economic characteristics and similar expected long-term financial performance. Because substantially all of the Company’s long-lived assets and revenues are located in and derived from the U.S., geographical segments are not presented. The Company’s operating segments are reported in one reportable segment. There are no segment managers who are held accountable for operations, operating results and plans for levels or components below the consolidated unit level. Based on qualitative and quantitative criteria established by Accounting Standards Codification (“ASC”) 280, “Segment Reporting”, the Company considers itself to be operating within one reportable segment.

 

(d) Use of Estimates

 

In the application of the Company’s accounting policies, management is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Significant accounting estimates include, but not limited to, useful lives of depreciable property and equipment, impairment of long-lived assets, the realization of deferred income tax assets, allowance for inventories, and discount rate for operating leases. Changes in facts and circumstances may result in revised estimates. Actual results could differ from those estimates, and as such, differences may be material to the unaudited condensed consolidated financial statements.

 

(e) Commitments and Contingencies

 

In the normal course of business, the Company is subject to loss contingencies, such as legal proceedings and claims arising out of its business, which cover a wide range of matters, including, among others, government investigations, shareholder lawsuits, and non-income tax matters.

 

An accrual for a loss contingency is recognized when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. If a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed.

 

10

 

 

(f) Cash

 

Cash consists of cash on hand and cash deposited with banks. The Company’s cash is maintained at financial institutions in the U.S. Deposits in these financial institutions may, from time to time, exceed the Federal Deposit Insurance Corporation’s (the “FDIC”) federally insured limit, which is $250,000. The Company has not incurred any losses in the past for amount over the FDIC limits. As of September 30, 2024 and March 31, 2024, $0.3 million and nil deposited with banks was uninsured, respectively.

 

(g) Accounts Receivable

 

Accounts receivable includes trade account due from customers. Accounts receivable is recorded at the invoiced amount less an allowance for any uncollectible accounts and does not bear interest, which is due after 30 to 90 days, depending on the credit term with the customers. Accounts receivable which is deemed to be uncollectible is charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

 

The Company adopt the current expected credit loss model (“CECL model”) to estimate the expected credit losses, which is determined by multiplying the probability of default. In determining the probability of default, the Company mainly considers factors such as aging schedule of receivables, migration rate of receivables, assessment of receivables due from specific identifiable counterparties that are considered at risk or uncollectible, current market conditions, as well as reasonable and supportable forecasts of future economic conditions.

 

There was nil and nil allowance for credit losses as of September 30, 2024 and March 31, 2024, respectively.  

 

(h) Inventories, Net

 

Inventories, consisting of products available for sale, are stated at the lower of cost or net realizable value using the first-in-first-out method. Adjustments to the carrying value are recorded for estimated obsolescence or excess inventory equal to the difference between the cost of inventory and the estimated net realizable value based upon assumptions about future demand and market conditions. Inventory cost consists of the direct cost of merchandise including freight. For the three months ended September 30, 2024 and 2023, the impairment loss was $154,751 and $6,226, respectively. For the six months ended September 30, 2024 and 2023, the impairment loss was $330,823 and $159,851, respectively.

 

11

 

 

(i) Prepayments and Other Receivables

 

Prepayments and other receivables are mainly prepayments to vendors, prepaid expenses paid to service providers, prepaid taxes, advances to employees, and other deposits. Management regularly reviews the aging of such balances and changes in payment and realization trends and records allowances when management believes that the collection of amounts due is at risk. Accounts considered uncollectable are written off against allowances after exhaustive efforts at collection are made. As of September 30, 2024 and March 31, 2024, no allowance against prepayments and other receivables was recorded.

 

(j) Property and Equipment, Net

 

Property and equipment are stated at cost less accumulated depreciation and any recorded impairment.

 

The estimated useful lives are as follows:

 

Machinery and equipment   5 years
Furniture and fixtures   5 years
Leasehold improvements   3 – 10 years (shorter of lease term or useful lives)
Motor vehicles   5 years
Buildings     30 years

 

Depreciation on property and equipment is calculated on the straight-line method over the estimated useful lives of the assets. The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the consolidated statements of operations. Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals, and betterments, which are expected to extend the useful life of assets, are capitalized. The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives.

 

Construction in progress

 

Direct costs that are related to the construction of property, equipment and software and incurred in connection with bringing the assets to their intended use are capitalized as construction in progress. Construction in progress is transferred to specific property, equipment and software items and the depreciation of these assets commences when the assets are ready for their intended use. In December 2023, the Company engaged DF Technology US Inc (“DFT”), a related party, for certain technology services, such as enterprise resource planning system (“ERP system”). As of September 30, 2024 and March 31, 2024, construction in progress was $1,300,000 and $275,000, respectively, and primarily relating to the cost incurred to develop the software by DFT.

 

(k)  Intangible Assets

 

Intangible asset is stated at cost less accumulated amortization and amortized in a method which reflects the pattern in which the economic benefits of the intangible asset are expected to be consumed or otherwise used up. The balance of intangible asset represents internal use software and property rights. The software is acquired externally tailored to the Company’s requirements. The Company capitalizes the costs associated with design, development, acquisition and maintenance of its acquired intangible assets and amortizes these assets over their remaining useful lives on a straight-line basis. Any further payments made to maintain or develop these assets would be capitalized and amortized over the balance of the useful life for the assets. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in the estimate being accounted for on a prospective basis.

 

12

 

 

The estimated useful lives of intangibles assets are as follows:

 

Property rights   5-20 years
Software     5 years

 

(l) Impairment of Long-lived Assets

 

At the end of each reporting period, the Company reviews the carrying amounts of its property, plant and equipment, intangible assets subject to amortization, and right-of-use assets, to determine whether there is any indication that the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company will reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. As of September 30, 2024 and March 31, 2024, no impairment of long-lived assets was recognized.

 

(m) Deferred IPO Costs

 

The Company complies with the requirements of FASB ASC Topic 340-10-S99-1, “Other Assets and Deferred Costs — SEC Materials” (“ASC 340-10-S99”) and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”. Deferred IPO costs consist of underwriting, legal, accounting and other professional expenses incurred through the balance sheet date that are directly related to the initial public offering of the Company and that will be charged to additional paid in capital upon the completion of the offering. Total deferred offering cost of $502,198 was charged to additional paid-in-capital upon IPO.

 

(n) Fair Value Measurements

 

Fair value is defined as the price that would be received for an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. Valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. When determining the fair value measurements for assets and liabilities, the Company considers the principal or most advantageous market in which it would transact and consider assumptions that market participants would use when pricing the asset or liability. The following summarizes the three levels of inputs required to measure fair value, of which the first two are considered observable and the third is considered unobservable:

 

  Level-1 Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

  Level-2 Include other inputs that are directly or indirectly observable in the marketplace.

 

  Level-3 Unobservable inputs which are supported by little or no market activity.

 

The fair value for certain assets and liabilities such as cash, accounts receivable, other receivables, prepayments and other current assets, short-term loans, accounts payable, contract liabilities, accrued expenses and other payables, and tax payables have been determined to approximate carrying amounts due to the short maturities of these instruments. The Company believes that its long-term loan to a third party approximates the fair value based on current yields for debt instruments with similar terms. The Company and its subsidiaries did not have any non-financial assets or liabilities that are measured at fair value on a recurring basis as of September 30, 2024 and March 31, 2024.

 

(o) Revenue Recognition

 

The Company follows the revenue accounting requirements of Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. The core principle underlying the revenue recognition of this ASC allows the Company to recognize revenue that represents the transfer of products and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This will require the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of products and services transfers to a customer.

 

To achieve that core principle, the Company applies a five-step model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.

 

13

 

 

Product revenue — Performance obligation satisfied at point in time

 

The Company generates substantially all its revenues from sales of products such as smart E-bikes, E-motorcycles, E-scooters and accessories to the retail and wholesale customers through its wholly owned subsidiaries stores. In accordance with ASC 606, the Company’s performance obligations are satisfied upon the control of products being passed to the customer, which is the point in time that the customers are able to direct the use of and obtain substantially all of the economic benefit of the products or services. The transfer of control typically occurs at a point in time based on consideration of when the customer has an obligation to pay for the products, and physical possession of, legal title to, and the risks and rewards of ownership of the products have been transferred, and the customer has accepted the products. Revenue is recognized net of estimates of variable consideration, including product returns, customer discounts and allowance. which occurs at the point of sale, or the services have been rendered. Historically, the Company has not experienced any significant returns nor provided significant customer discounts.

 

The Company offers an assurance-type warranty to its customers. An assurance-type warranty guarantees that the product will perform as promised and is not a performance obligation. This type of warranty promises to repair or replace a delivered good or service if it does not perform as expected. Since an assurance-type warranty guarantees the functionality of a product, the warranty is not accounted for as a separate performance obligation, and thus no transaction price is allocated to it. Rather, to account for an assurance-type warranty the vendor should estimate and accrue a warranty liability when the promised good or service is delivered to the customer (see ASC 460-10).

 

Since the contract price and term are fixed and enforceable, and an assurance-type warranty guarantees the functionality of a product, and the warranty is not accounted for as a separate performance obligation, no transaction price is allocated to it. The Company recognizes sales in full at the point in time when the products are delivered or accepted by the customers, in accordance with the acceptance term specified in the contract. The Company records estimated future warranty costs under ASC 460. Such estimated costs for warranties are estimated at the time of delivery and these warranties are not service warranties separately sold by the Company. Generally, the estimated claim rates of warranty are based on actual warranty experience or the Company’s best estimate. The Company accrued $31,036 and $27,714 of warranty reserves under accrued expenses and other payables as of September 30, 2024 and March 31, 2024, respectively. The Company has no contract assets and contract liabilities balances as of September 30, 2024 and March 31, 2024, respectively.

 

Disaggregated information of revenues by business lines are as follows:

  

   For the Three Months Ended
September 30,
   For the Six Months Ended
September 30,
 
   2024   2023   2024   2023 
Revenues-retail  $5,923,576   $6,768,828   $12,793,994   $12,937,001 
Revenues-wholesale   900,830    1,995,011    1,903,838    3,669,184 
Net revenues  $6,824,406   $8,763,839   $14,697,832   $16,606,185 

 

(p) Selling Expenses

 

Selling expenses mainly consist of advertising costs, marketing referring expenses and payroll and related expenses for personnel engaged in selling and marketing activities. Advertising expenses, which consist primarily of online and offline advertisements, are expenses when the services are received. The advertising expenses were $129,542 and $14,339 for the three months ended September 30, 2024 and 2023, respectively. The advertising expenses were $198,061 and $26,066 for the six months ended September 30, 2024 and 2023, respectively.

 

14

 

 

(q) Research and Development Expenses

 

Research and development expenses include salaries for the Company’s research and development personnel, as well as related development expenses paid to the third-party development team. The Company recognizes internal use software acquired and internally developed in accordance with ASC 350-40 “Software—internal use software”. The Company expenses all costs that are incurred in connection with the planning and implementation phases of development, and costs that are associated with maintenance of the existing software for internal use. Certain costs associated with developing internal-use software are capitalized when such costs are incurred within the application development stage of software development. As a result, the Company expensed the development costs of the Fly E-Bike app as they incurred. For the three months ended September 30, 2024 and 2023, development costs amounted to $163,866 and $7,460, respectively, which were recorded under general and administrative expenses. For the six months ended September 30, 2024 and 2023, development costs amounted to $309,448 and $7,460, respectively, which were recorded under general and administrative expenses.

 

(r) Income Taxes

 

Current income taxes are provided based on net income/(loss) for financial reporting purposes and adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions.

 

Deferred taxes are accounted for using the asset and liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the unaudited condensed consolidated financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets (the “DTAs”) are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized.

 

Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized, or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. DTAs are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the DTAs will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

 

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. The tax returns filed in 2018 to 2023 are subject to examination by any appropriate tax authorities. For the three months ended September 30, 2024 and 2023, the Company accrued $38,246 and $30,645 income tax related penalty included in current income taxes expenses, respectively. For the six months ended September 30, 2024 and 2023, the Company accrued $98,322 and $73,817 income tax related penalty included in current income taxes expenses, respectively.

 

(s) Leases

 

The Company accounts for leases in accordance with ASC 842. The Company leases premises for offices, warehouses, and retail stores under non-cancellable operating leases.

 

The Company recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms. Leases with an initial term of 12 months or less are short-term leases and not recognized as operating lease right-of-use assets and operating lease liabilities on the unaudited condensed consolidated balance sheets. The Company recognizes lease expense for short-term leases on a straight-line basis over the lease term.

 

Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs needed to restore the underlying assets, and less any lease incentives received. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in the unaudited condensed consolidated balance sheets.

 

15

 

 

Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.

 

Lease liabilities are initially measured at the present value of the lease payments, which comprise fixed payments, in-substance fixed payments, variable lease payments which depend on an index or a rate. The lease payments are discounted using the interest rate implicit in a lease if that rate can be readily determined. If that rate cannot be readily determined, the Company uses the lessee’s incremental borrowing rate. Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in a lease term or a change in future lease payments resulting from a change in an index or a rate used to determine those payments, the Company remeasures the lease liabilities with a corresponding adjustment to the right-of-use-assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. Lease liabilities are presented on a separate line in the unaudited condensed consolidated balance sheets.

 

Variable lease payments that do not depend on an index or a rate are recognized as expenses in the periods in which they are incurred.

 

(t) Concentration Risk

 

Concentration of customers and suppliers

 

No customers individually represented greater than 10% of total net revenues of the Company for the three and six months ended September 30, 2024 and 2023.

 

For the three months ended September 30, 2024, the Company’s top three suppliers represented 49%, 20%, and 17% of total purchases of the Company, respectively. For the three months ended September 30, 2023, the Company’s top three suppliers represented 31%, 20%, and 19% of total purchases of the Company, respectively. For the six months ended September 30, 2024, the Company’s top three suppliers represented 44%, 30% and 11% of total purchases of the Company, respectively. For the six months ended September 30, 2023, the Company’s top three suppliers represented 34%, 20% and 13% of total purchases of the Company, respectively. As of September 30, 2024, two suppliers accounted for 82% and 16% of accounts payable balance, respectively. As of March 31, 2024, three suppliers accounted for 31%, 26%, and 23% of accounts payable balance, respectively.

 

Concentration of credit risk

 

Financial instruments that are potentially subject to credit risk consist principally of accounts receivable. The Company believes the concentration of credit risk in its account receivable is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends, and other information. Historically, the Company did not have any bad debt on its account receivable.

 

Financial instruments that potentially expose the Company to concentrations of credit risk consist principally of cash and cash equivalents, term deposits, restricted cash, short-term investments, and accounts receivable, net. The Company’s investment policy requires cash and cash equivalents, term deposits, restricted cash, and short-term investments to be placed with high-quality financial institutions and to limit the amount of credit risk from any one issuer. The Company regularly evaluates the credit standing of the counterparties or financial institutions.

 

(u) Related Parties

 

A related party is generally defined as (i) any person and or their immediate family hold 10% or more of the Company’s securities (ii) the Company’s management and/or their immediate family, (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. Related parties may be individuals or corporate entities. 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.

 

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(v) Earnings Per Share

 

The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average common stock outstanding for the period. Diluted EPS takes into account the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised and converted into ordinary shares. Potential shares of common stock that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

 

For the three and six months ended September 30, 2024, the Company had potential shares of common stock issuable upon the exercise of the Representative’s Warrants (as defined below). As the Company incurred losses for the three and six months ended September 30, 2024, these potential shares of common stock were anti-dilutive and excluded from the calculation of diluted net loss per share. For the three and six months ended September 30, 2024, there were no dilutive shares.

 

(w) Foreign Currencies Translation

 

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 statement of operations. The reporting currency of the Company is United States Dollar ($). The Company’s subsidiary in Canada maintains its books and records in its local currency, Canadian dollar (CAD), which is the functional currency for this subsidiary as it is the primary currency of the economic environment in which this entity operates.

 

In general, for consolidation purposes, assets and liabilities of subsidiaries whose functional currency is not United States Dollar are translated into United States Dollar in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.

  

(x) Representative’s Warrants

 

Upon the closing of the IPO in June 2024, the Company issued to Benchmark underwriters warrants (the “Representative’s Warrants”) to purchase 129,375 shares of common stock which warrants are also exercisable on a cashless basis. The Company accounts for these warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification ASC 480, Distinguishing Liabilities from Equity and ASC 815, Derivatives and Hedging. The Company accounts for its warrants as equity that meet all of the criteria (i) require physical settlement or net-share settlement or (ii) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement), the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance and subsequent changes in fair value are not recognized as long as the warrants continue to be classified as equity.  

 

(y) Recent Accounting Pronouncements

 

The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued. Under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Company meets the definition of an emerging growth company and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies.

 

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” This guidance requires a public entity to disclose for each reportable segment, on an interim and annual basis, the significant expense categories and amounts that are regularly provided to the chief operating decision-maker (“CODM”) and included in each reported measure of a segment’s profit or loss. Additionally, it requires a public entity to disclose the title and position of the individual or the name of the group or committee identified as the CODM. This guidance is effective for fiscal years beginning after December 31, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and the guidance should be applied retrospectively to all periods presented in the financial statements, unless it is impracticable. The Company plans to adopt the provisions of this guidance for the fiscal year ending March 31, 2025.

 

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” This guidance requires a public entity to disclose in their rate reconciliation table additional categories of information about federal, state and foreign income taxes and to provide more details about the reconciling items in some categories if the items meet a quantitative threshold. The guidance also requires all entities to disclose annually income taxes paid (net of refunds received) disaggregated by federal (national), state and foreign taxes and to disaggregate the information by jurisdiction based on a quantitative threshold. This guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted, and this guidance should be applied prospectively but there is the option to apply it retrospectively. The Company plans to adopt the provisions of this guidance for the fiscal year ending March 31, 2026.

 

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Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated balance sheets, statements of operations and comprehensive loss and statements of cash flows.

 

3 — INVENTORIES, NET

 

Inventories, net consisted of the following:

 

   September 30,
2024
   March 31,
2024
 
Batteries  $2,546,143   $1,009,228 
Electric Vehicles   4,152,741    2,634,643 
Tires   706,053    687,927 
Accessories   1,813,794    1,546,283 
Inventories   9,218,731    5,878,081 
Inventory reserves   (622,623)   (514,021)
Inventories, net  $8,596,108   $5,364,060 

 

Movements of inventory reserves are as follows:

 

   September 30,
2024
   September 30,
2023
 
Beginning balance  $514,021   $431,363 
Addition   330,823    159,851 
Write off   (222,221)   (169,750)
Ending Balance  $622,623   $421,464 

 

As of September 30, 2024 and March 31, 2024, the inventory allowance balance was $622,623 and $514,021, respectively. For the three months ended September 30, 2024 and 2023, the impairment loss was $154,751 and $6,226, respectively. For the six months ended September 30, 2024 and 2023, the impairment loss was $330,823 and $159,851, respectively.

 

4 — PREPAYMENTS AND OTHER RECEIVABLES

 

Prepayments and other current assets as of September 30, 2024 and March 31, 2024 consisted of the following:

 

   September 30,
2024
   March 31,
2024
 
Prepaid rent  $188,829   $179,792 
Prepayments to vendors   1,672,196    143,018 
Prepaid iCloud Server   
    1,747 
Prepaid insurance   318,125    237,207 
Prepaid income tax   48,124    

 
Prepayments to other service providers   226,066    26,896 
Total Prepayment and Other Receivables  $2,453,340   $588,660 

 

As of September 30, 2024 and March 31, 2024, the prepayments to vendors were $1.7 million and $0.1 million, respectively. The increase in prepayments to vendors was primarily due to the Company’s anticipation of growth in future sales and rental services. The Company plans to purchase more E-vehicles and related accessories from oversea vendors to support the expansion in retail and rental markets. These prepayments to vendors are expected to be settled by the end of December 2024.

 

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5 — PROPERTY AND EQUIPMENT, NET

 

Property and equipment as of September 30, 2024 and March 31, 2024 consisted of the following:

 

   September 30,
2024
   March 31,
2024
 
Furniture & Fixtures  $407,201   $400,558 
Machinery & Equipment   254,594    212,317 
Automobile   655,628    306,607 
Leasehold improvements   961,318    976,870 
Building     3,663,215    
 
Construction in progress-Software   1,300,000    275,000 
Property and Equipment   7,241,956    2,171,352 
Less: Accumulated depreciation   (597,239)   (416,330)
Property and Equipment, net  $6,644,717   $1,755,022 

 

For the three months ended September 30, 2024 and 2023, the depreciation expenses were $85,859 and $126,891, respectively. For the six months ended September 30, 2024 and 2023, the depreciation expenses were $180,910 and $190,559, respectively.

 

In December 2023, the Company engaged DFT, a related party, for certain technology services, such as ERP system. The total contract price for the ERP system is $2,500,000, subject to adjustments. The final delivery of the ERP system is scheduled for May 10, 2025, subject to adjustments mutually agreed upon by the parties in response to any changes in project scope or unforeseen delays. As of September 30, 2024 and March 31, 2024, the accumulative payments to DFT for development of the ERP system were $2,355,980 and $1,554,000, respectively. As of September 30, 2024 and March 31, 2024, construction in progress was $1,300,000 and $275,000, respectively, and primarily relating to the cost incurred to develop the software by DFT. As of September 30, 2024 and March 31, 2024, the Company had a prepayment of $1,055,980 and $1,279,000, respectively, to DFT (see Note 13 – Long-term prepayment for software development – related parties, net).

 

On August 12, 2024, the Company entered into a purchase agreement with He’s Realty Holdings LLC (the “Seller”), a third party, to purchase an office property. The final purchase price of the property was $3,594,000 and closing cost was $69,215. The Company paid $628,211 in cash to the Seller, withdrew $1,235,004 from its line of credit with Peapack-Gladstone Bank, and financed the remaining $1,800,000 through a loan from the Seller with an annual interest rate of 6.5%. This loan requires interest-only payments, with the full principal due within one year(see Note 8 – Loan payable).

 

6 — INTANGIBLE ASSETS, NET

 

Intangible assets as of September 30, 2024 and March 31, 2024 consisted of the following:

 

   September 30,
2024
   March 31,
2024
 
Property rights  $38,032   $38,032 
GO FLY App     500,000    
 
Total Intangible assets   538,032    38,032 
Less: Accumulated Amortization     (10,494)   (1,648)
Intangible assets, net  $527,538   $36,384 

 

For the three months ended September 30, 2024 and 2023, the amortization expenses were $7,895 and nil, respectively. For the six months ended September 30, 2024 and 2023, the amortization expenses were $8,846and nil, respectively.  

 

In July 2024, the Company engaged DFT, a related party, to develop of a new APP, GO FLY APP, for the rental business. The total contract price for the GO FLY APP is $500,000, and the GO FLY APP was delivered on September 5, 2024.

 

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7 — ACCRUED EXPENSES AND OTHER PAYABLES

 

   September 30,
2024
   March 31,
2024
 
Accrued payroll  $68,452   $121,120 
Advances from customers   32,687    25,099 
Advances from IGH Holding Inc   49,000    49,000 
Accrued warranty   31,036    27,714 
Payroll tax and sales tax payable   139,773    245,226 
Accrued store expenses   61,075    21,975 
Accrued IPO offering cost   
    225,000 
Accrued freight in cost   163,183    107,255 
Accrued professional fee   
    103,000 
Accrued Expenses and Other Current Liabilities  $545,206   $925,389 

 

8 — LOAN PAYABLE

 

A summary of the Company’s loans is listed as follows:

 

Lender   Due Date   September 30,
2024
    March 31,
2024
 
Chase Bank(i)     October 25, 2027      
      176,366  
Chase Bank(ii)   January 12, 2028     301       56,580  
Chase Bank(vii)   September 28, 2028      
      221,197  
Leaf Capital Funding, LLC(iii)   September 30, 2027     40,845       46,856  
Sinoelite Corp(iv)   April 03, 2024    
      100,000  
Automobile Loan – Honda(v)   June 25, 2027     24,635       28,833  
Bank of Hope(vi)   September 15, 2024    
      391,227  
Bank of Hope(vi)   September 22, 2024    
      400,000  
Bank of Hope(vi)   December 12, 2024      
      205,000  
He's Realty Holdings LLC(viii)   August 11, 2025     1,800,000      
 
Milea Truck Sales of Queens Inc. (ix)   August 22, 2027     125,061      
 
Milea Truck Sales of Queens Inc. (ix)   July 26, 2027     91,095      
 
Peapack-Gladstone Bank(x)   August 31, 2025     4,909,982      
 
Total loan payables         6,991,919       1,626,059  
Short-term loan payables         (4,909,982 )      
Short-term mortgage loan payables         (1,800,000 )      
Current portion of long-term loan payables         (90,809 )     (1,213,242 )
Long-term loan payables       $ 191,128     $ 412,817  

 

(i) On October 25, 2022, the Company’s subsidiary, Universe King Corp. obtained a five-year long-term loan of $230,000 from JPMorgan Chase Bank, N.A. with an annual interest rate of 10.35%. Mr. Ke Zhang, the Company’s Chief Human Resource Officer, provided a guarantee on this loan. To secure payment and performance of the liabilities, Universe King Corp. pledged to JPMorgan Chase Bank, N.A., a continuing security interest in all of its right, title and interest in all of its properties, whether now owned or hereinafter acquired and whether now existing or hereafter arising. On August 9, 2024, the Company paid off this loan in full.

 

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(ii) On January 12, 2023, the Company’s subsidiary, Arfy Corp. obtained a five-year long-term loan of $70,000 from JPMorgan Chase Bank, N.A. with an annual interest rate of 9.8%. Mr. Tong Chen, an original stockholder of the Company, provided a guarantee on this loan. To secure payment and performance of the liabilities, Arfy Corp. pledged to JPMorgan Chase Bank, N.A., a continuing security interest in all of its right, title and interest in all of its properties, whether now owned or hereinafter acquired and whether now existing or hereafter arising. On August 9, 2024, the Company paid $52,069 and as of September 30, 2024, the outstanding balance is $301.

 

(iii) On August 24, 2022, Universe King Corp. obtained a five-year long-term loan of $63,674 from Leaf Capital Funding, LLC with an annual interest rate of 7.0%. The collateral provided included the Fuso trucks, whether now owned or hereafter acquired by Universe King Corp., and together with all accessories, accessions, attachments thereto, and all other substitutions, renewals, replacements and improvements and all proceeds of the foregoing. As of September 30, 2024, the outstanding balance is $40,845. From October 1 to November 14, 2024, the Company paid $2,523 on principal and interest of the loan.

 

(iv) On January 3, 2023, Fly E-Bike, Inc. obtained a one-year and three-month long-term loan of $100,000 from Sinoelite Corp with no interest. On April 25, 2024, the Company paid off this loan in full.

 

(v) On June 12, 2023, Flyebikemiami Inc obtained a four-year long-term loan of $34,974 from AutoNation Honda Miami Lakes with an annual interest rate of 3.98%. The collateral provided was the Honda vehicle purchased by Flyebikemiami Inc. As of September 30, 2024, the outstanding balance is $24,635. From October 1 to November 14, 2024, the Company paid $1,579 on principal and interest of the loan.

 

(vi) On September 20, 2023, Fly-E Group, Inc obtained a line of credit of $1,000,000 from Bank of Hope with a floating annual interest rate, currently at 8.5%. On the same date, the Company withdrew $391,226 from Bank of Hope to pay off the loan balance with Flushing Bank as of September 15, 2023. On September 22, 2023 and December 12, 2023, the Company withdrew $400,000 and $205,000, respectively, from Bank of Hope to support its business operations. Mr. Zhou Ou, the Company’s Chief Executive Officer, and Mr. Ke Zhang, the Company’s Chief Human Resource Officer, provided a guarantee on this loan. To secure payment and performance of the liabilities, Fly-E Group pledged to Bank of Hope the following items: inventory, chattel paper, accounts, equipment, and general intangibles of first 29 incorporated subsidiaries of the Company. On August 9, 2024, the Company paid off this loan in full.

 

(vii) On October 2, 2023, the Company’s subsidiary, Fly14 Corp. obtained a five-year long-term loan of $240,000 from JPMorgan Chase Bank, N.A. with an annual interest rate of 10.40%. To secure payment and performance of the liabilities, Fly14 Corp. pledged to JPMorgan Chase Bank, N.A., a continuing security interest in all of its rights, title and interest in all of its properties, whether now owned or hereinafter acquired and whether now existing or hereafter arising. On August 9, 2024, the Company paid off this loan in full.

 

(viii) On August 13, 2024, the Company’s subsidiary, AOFL LLC, obtained a one-year short-term loan of $1,800,000 from He's Realty Holdings LLC with an annual interest rate of 6.5%. The principal amount shall be paid to He's Realty Holdings LLC in one or more installments on or before August 11, 2025, and during the one-year borrowing period, AOFL LLC only needs to pay interest of $9,750 to He's Realty Holdings LLC on a monthly basis. The collateral provided was the office purchased by AOFL LLC. As of September 30, 2024, the outstanding balance is $1,800,000. From October 1 to November 14, 2024, the Company paid $19,500 on interest of the loan.    

 

(ix)

On August 22, 2024, Fly E-Bike, Inc. obtained a three-year long-term loan of $128,132 from Milea Truck Sales of Queens Inc. with an annual interest rate of 9.90%. The collateral provided was the FTR 2025 vehicle purchased by Fly E-Bike, Inc. As of September 30, 2024, the outstanding balance is $125,061. From October 1 to November 14, 2024, the Company paid $8,257 on principal and interest of the loan.

 

On July 26, 2024, Fly E-Bike, Inc. obtained a three-year long-term loan of $96,506 from Milea Truck Sales of Queens Inc. with an annual interest rate of 7.03%. The collateral provided was the NRR-CAB 2025 vehicle purchased by Fly E-Bike, Inc. As of September 30, 2024, the outstanding balance is $91,095. From October 1 to November 14, 2024, the Company paid $5,962 on principal and interest of the loan.

 

(x) On August 5, 2024, Fly-E Group, Inc obtained a line of credit of $5 million from Peapack-Gladstone Bank with a floating annual interest rate and the current annual interest rate is 8.8%. On August 5, 2024, the Company withdrew from this line of credit to pay off the outstanding principal and interest of loans from Bank of Hope in total of $996,476 and the loan from JPMorgan Chase Bank, N.A obtained by Fly14 Corp in total of $208,601. On August 6, 2024, the Company withdrew in total $214,905 from this line of credit to pay off the outstanding principal and interest of loans from JPMorgan Chase Bank, N.A. From August 7, 2024 to August 19, 2024, the Company withdrew $3,490,000 from the line of credit. Mr. Zhou Ou, the Company’s Chief Executive Officer, and Mr. Ke Zhang, the Company’s Chief Human Resource Officer, provided a guarantee on this loan. To secure payment and performance of the liabilities, Fly-E Group granted Peapack-Gladstone Bank a continuing lien on and security interest in all assets of the Company, including accounts, chattel paper, documents, instruments, inventory, general intangibles, equipment, fixtures, deposit accounts, goods, letter-of-credit rights, supporting obligations, investment property, commercial tort claims, property in the Lender's possession, additions, and proceeds of first 39 incorporated subsidiaries of the Company. From October 1 to November 14, 2024, the Company paid $102,703 on interest of the line of credit.

 

For the three months ended September 30, 2024 and 2023, the total interest expenses on the Company’s outstanding loans amounted to $23,795 and $17,969, respectively. For the six months ended September 30, 2024 and 2023, the total interest expenses on the Company’s outstanding loans amounted to $91,877 and $50,592, respectively.

 

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9 — STOCKHOLDER’S EQUITY

 

Prior to the effectiveness of the stock split discussed below, the Company was authorized to issue 400 shares of common stock having a par value of $0.01 per share and 40 shares of preferred stock having a par value of $0.01 per share. There were 200 shares of common stock were issued and outstanding prior to the effectiveness of the stock split.

 

On March 27, 2024, the Company’s board of directors approved a 1-for-110,000 stock split of the Company’s capital stock. The stock split became effective on April 2, 2024. The par value of the Company’s common stock remained unchanged at $0.01 per share, and the number of authorized shares of the Company’s capital stock was increased from 440 to 48,400,000, with the number of authorized shares of common stock and preferred stock being increased from 400 to 44,000,000 and from 40 to 4,400,000, respectively.

 

On June 7, 2024, the Company completed its initial public offering and issued 2,250,000 shares of common stock, at a price of $4.00 per share. The gross proceeds of the offering were $9.0 million, prior to deducting the underwriting discounts, commissions and offering expenses payable by the Company. In addition, the Company granted the underwriters a 30-day option to purchase an additional 337,500 shares of common stock at the initial public offering price, less underwriting discounts and commissions, to cover over-allotments. On June 25, 2024, the Company issued an additional 337,500 shares of common stock to the underwriters for gross proceeds of $1.4 million upon full exercise of the underwriters’ over-allotment option. Net proceeds received by the Company from the initial public offering, including the exercise of over-allotment option, were approximately $9.2 million.

 

Upon the closing of IPO offering in June 2024, the Company issued to Benchmark the representative of the underwriters warrants to purchase 129,375 shares of common stock. The Representative’s Warrants have an exercise price equal to $4.00 per share and are exercisable until the date on June 7, 2029, after the date of commencement on December 7, 2024. The Representative’s Warrants are also exercisable on a cashless basis. As the Representative’s Warrants are considered indexed to the Company’s own stock and meet the criteria for equity classification according to ASC :815-40, the Representative’s Warrants are classified as equity.

 

The fair value of the warrant, using the Black-Scholes Model on the date of issuance was $274,472. The key inputs into the Black-Scholes Model variables were as follows at measurement date:

 

   June 7,
2024
 
Stock price  $4.00 
Risk-free interest rate   4.46%
Volatility   56.52%
Exercise price  $4.00 
Dividend yield  $0 

 

As of September 30, 2024 and March 31, 2024, the subscription receivable represents the unpaid capital contribution of $219,998 by the stockholders.

 

During the six months ended September 30, 2023, Mr. Ou paid certain vendors of the Company to settle certain accounts payable balance on behalf the Company. On June 30, 2023, the Company transferred $2.26 million, a portion of the accounts payable balance, along with a cash contribution of $0.14 million from Mr. Zhou Ou as capital contribution (see Note 13). As of June 30, 2023, a total of $2.4 million were transferred and recorded as capital contribution (see Note 13).

 

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10 — INCOME TAX  

 

(a) Income Tax Expense

  

Income tax benefit for the three months ended September 30, 2024 was $0.2 million, and income tax expense for the three months ended September 30, 2023 amounted to $0.4 million. Income tax benefit for the six months ended September 30, 2024 was $93,490, and income tax expense for the six months ended September 30, 2023 amounted to $0.6 million. Significant components of the provision for income taxes are as follows:

 

   For the Six Months Ended
September 30,
 
   2024   2023 
Current        
Federal  $151,731   $124,914 
State   102,626    182,296 
City   114,796    147,469 
Deferred          
Federal   (273,000)   138,400 
State   (114,000)   33,700 
City   (71,000)   17,500 
Foreign   (4,643)   
 
Total  $(93,490)  $644,279 

 

The provision for income taxes is based on the following pretax income (loss):

 

   For the Six Months Ended
September 30,
 
   2024   2023 
U.S.  $(1,394,039)  $1,831,278 
Canada   (21,807)   
-
 
Total  $(1,415,846)  $1,831,278 

 

For the three months ended September 30, 2024, the total pre-tax loss was $1.3 million, which included $1.3 million pre-tax loss in the U.S. and $14,582 pre-tax loss in Canada. For the three months ended September 30, 2023, the total pre-tax income was $1.1 million all of which was generated in the U.S. For the six months ended September 30, 2024, the total pre-tax loss was $1.4 million, which included $1.4 million pre-tax loss in the U.S. and $21,807 pre-tax loss in Canada. For the six months ended September 30, 2023, the total pre-tax income was $1.8 million all of which was generated in the U.S.

 

The following table reconciles to the Company’s effective tax rate:

 

   For the Six Months Ended
September 30
 
   2024   2023 
Pre-tax book (loss) income  $(1,415,846)  $1,831,278 
Federal Statutory rate   21.0%   21.0%
State income tax rate, net of federal income tax benefit   4.1%   6.0%
City income tax rate, net of federal income tax benefit   3.8%   3.9%
Foreign statutory rate   0.1%   
 
Permanent differences   (10.2)%   4.4%
Return to project adjustment   (12.2)%   (0.1)%
Total   6.6%   35.2%

 

Penalties and interest incurred related to underpayment of income tax are classified as income tax expenses in the period incurred. For the three months ended September 30, 2024 and 2023, the Company accrued $38,246 and $30,645 income tax related penalty included in taxes payable in the unaudited condensed consolidated balance sheets, respectively. For the six months ended September 30, 2024 and 2023, the Company accrued $98,322 and $73,817 income tax related penalty included in taxes payable in the unaudited condensed consolidated balance sheets, respectively.

 

23

 

 

United States

 

Income tax benefit for the three months ended September 30, 2024 amounted to $0.2 million and income tax expense for the three months ended September 30, 2023 amounted to $0.4 million. Income tax benefit for the six months ended September 30, 2024 amounted to $88,847 and income tax expense for the six months ended September 30, 2023 amounted to $0.6 million.

 

Significant components of the provision for income taxes are as follows:

 

   For the Six Months Ended
September 30,
 
   2024   2023 
Current        
Federal  $151,731   $124,914 
State   102,626    182,296 
City   114,796    147,469 
Deferred          
Federal   (273,000)   138,400 
State   (114,000)   33,700 
City   (71,000)   17,500 
Total  $(88,847)  $644,279 

 

Canada

 

Fly Toronto Corp, a subsidiary of the Company, was formed under the laws of Canada and conducts its business primarily in Canada.

 

Income tax benefit for the three months ended September 30, 2024 and 2023 amounted to $4,643 and nil, respectively. Income tax benefit for the six months ended September 30, 2024 and 2023 amounted to $631 and nil, respectively. Significant components of the provision for income taxes are as follows:

 

   For the Six Months Ended
September 30
 
   2024   2023 
Current          
Federal  $
   $
 
State   
    
 
City   
    
 
Deferred          
Federal   (2,628)   
 
State   (2,015)   
 
City   
    
 
Total  $(4,643)  $
 

 

24

 

 

(b) Deferred Tax Assets (Liabilities)

 

Net DTAs as of September 30, 2024 and March 31, 2024 amounted to $497,939 and $35,199, respectively. Significant components of DTAs (DTLs), net are as follows:

 

   As of
September 30,
2024
   As of
March 31,
2024
 
Net operating loss carry forwards  $447,524   $40,332 
Inventory reserve   224,000    186,000 
Lease liability   5,599,000    5,810,000 
Less: Valuation allowance   
    
 
Total deferred tax assets (DTAs)  $6,270,524   $6,036,332 
Accumulated depreciation   (521,584)   (482,133)
ROU asset   (5,251,000)   (5,519,000)
Total deferred tax liabilities (DTLs)   (5,772,584)   (6,001,133)
Total deferred tax assets, net  $497,939   $35,199 
           
Deferred tax assets (liabilities) – U.S., net  $453,000   $(5,000)
Deferred tax assets – Canada, net  $44,939    40,199 

 

As of September 30, 2024 and March 31, 2024, the Company had approximately $6.3 million and $6.0 million, respectively, in the DTAs, which respectively included approximately $447,524 and $40,332 related to net operating loss carryforwards that can be used to offset taxable income in future periods, $5.6 million and $5.8 million related to lease liability, and $0.2 million and $0.2 million related to inventory allowance.

 

As of September 30, 2024 and March 31, 2024, the Company had approximately $5.8 million and $6.0 million, respectively, which included $0.5 million and $0.5 million, respectively, in the DTLs that related to accumulated depreciation and $5.3 million and $5.5 million related to ROU asset.

 

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and tax credit carryforwards. As of September 30, 2024 and March 31, 2024, the Company recorded approximately $44,939 and $40,199, respectively, in the net DTAs. The tax losses in Canada can be carried forward for twenty years to offset future taxable profit. The tax losses of entities in Canada will begin to expire in 2044, if not utilized. As of September 30, 2024, management considered it more likely than not that the Company will have sufficient taxable income in the future that will allow the Company to realize these net DTAs.

 

For the three months ended September 30, 2024, the Company’s pre-tax book loss in the U.S. was approximately $1.3 million and for the three months ended September 30, 2023, the Company’s pre-tax book income in the U.S. was approximately $1.1 million. For the six months ended September 30, 2024, the Company’s pre-tax book loss in the U.S. was approximately $1.4 million and for the six months ended September 30, 2023, the Company’s pre-tax book income in the U.S. was approximately $1.8 million. In addition, for the three months ended September 30, 2024 and 2023, the Company’s pre-tax book loss in Canada was approximately $14,582 and nil, respectively; for the six months ended September 30, 2024 and 2023, the Company’s pre-tax book loss in Canada was approximately $21,807 and nil, respectively.

 

Uncertain Tax Positions

 

The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. As of September 30, 2024 and March 31, 2024, the Company did not have any significant unrecognized uncertain tax positions.

 

25

 

 

11 — LEASES

 

The Company adopted Topic 842 for all periods presented. At the inception of a contract, the Company determines if the arrangement is, or contains, a lease. The leases of the Company mainly consisted of offices, retail stores and warehouses.

 

The Company’s operating right-of-use (“ROU”) assets and lease liabilities were as follows:

 

   September 30,
2024
   March 31,
2024
 
Operating ROU:        
ROU assets  $15,438,347   $16,000,742 
Total operating ROU assets  $15,438,347   $16,000,742 

 

   September 30,
2024
   March 31,
2024
 
Operating lease obligations:        
Current operating lease liabilities  $3,149,827   $2,852,744 
Non-current operating lease liabilities   13,288,194    13,986,879 
Total lease liabilities  $16,438,021   $16,839,623 

 

The Company had 38 and 38 leases as of September 30, 2024 and March 31, 2024, respectively.

 

The weighted average lease term, discount rates, and remaining lease terms for the operating leases as of September 30, 2024 were as follows:

 

Remaining lease term and discount rate:

 

Weighted average discount rate   6.7%
Weighted average remaining lease term (years)   5.10 years 

 

The weighted average lease term, discount rates, and remaining lease terms for the operating leases as of March 31, 2024 were as follows:

 

Remaining lease term and discount rate:

 

Weighted average discount rate     6.4 %
Weighted average remaining lease term (years)     5.51 years  

 

The Company leases its offices, warehouse, and retail stores under non-cancellable operating lease agreements. During the three months ended September 30, 2024, lease expenses were $1.11 million, including $0.31 million in cost of goods-occupancy cost, $0.77 million in rent expense included in selling expense, and $0.03 million in rent expense in general and administrative expense. During the three months ended September 30, 2023, lease expenses were $0.75 million, including $0.13 million in cost of goods-occupancy cost, $0.56 million in rent expense in selling expense, and $0.06 million in rent expense in general and administrative expense.

 

Lease expenses were $2.24 million for the six months ended September 30, 2024, including $0.65 million in cost of goods-occupancy cost, $1.50 million in rent expense in selling expense, and $0.09 million rent expense in general and administrative expense. Lease expenses for the six months ended September 30, 2023 were $1.50 million, including $0.25 million in goods-occupancy cost, $1.08 million in rent expense in selling expense, and $0.16 million in rent expense in general and administrative expense.

 

26

 

 

As of September 30, 2024, future minimum lease liabilities, all under office and facilities non-cancellable operating lease agreements, were as follows:

 

As of September 30, 2024  Operating Lease
Liabilities
 
2025  $4,120,683 
2026   4,011,162 
2027   3,784,169 
2028   3,213,232 
2029   1,994,817 
Thereafter   2,295,117 
Total lease payments   19,419,180 
Less: interest   (2,981,159)
Present value of lease liabilities  $16,438,021 

 

12 — COMMITMENTS AND CONTINGENCIES

 

Commitments

 

The Company has not entered any off-balance sheet financial guarantees or other off-balance sheet commitments to guarantee the payment obligations of any third parties. The Company has not entered any derivative contracts that are indexed to its shares and classified as shareholder’s equity or that are not reflected in its unaudited condensed consolidated financial statements. Furthermore, the Company does not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. The Company does not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to itself or engages in leasing, hedging or product development services with itself.

 

Contingencies

 

Legal

 

From time to time, the Company is a party to certain legal proceedings, as well as certain asserted and unasserted claims. Amounts accrued, as well as the total amount of reasonably possible losses with respect to such matters, individually and in the aggregate, are not deemed to be material to the unaudited condensed consolidated financial statements.

 

The Company’s products and other production facilities as well as the packaging, storage, distribution, advertising and labeling of its products, are subject to extensive legal and regulatory requirements. For example, pursuant to the DMV registration requirement, the Company must satisfy the DMV Registration requirements and conduct required testing for all of its products sold in U.S. Loss of or failure to renew or obtain necessary permits, licenses, registrations, or certificates could prevent the Company from legally selling its products in the U.S. If the Company were found to be in violation of applicable laws and regulations, it could be subject to administrative punishment, including fines, injunctions, recalls or asset seizures, as well as potential criminal sanctions, any of which could have a material adverse effect on its business, financial condition, results of operations and prospects. As of the date hereof, the Company believes it is in compliance with the relevant regulations in the U.S.

 

Inflation

 

Inflationary factors, such as increases in personnel and overhead costs, could impair the Company’s operating results. Although the Company does not believe that inflation has had a material impact on the Company’s financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on the Company’s ability to maintain current levels of gross margin and operating expenses as a percentage of sales revenue if the revenues do not increase with such increased costs.

 

27

 

 

13 — RELATED PARTY TRANSACTIONS

 

(A) Related party balances

 

Accounts receivable — related parties

 

Name of Related Party  Relationship  Nature  September 30,
2024
   March 31,
2024
 
Fly E Bike SRL  Zhou Ou (CEO), owns over 50% equity interest of this entity  Accounts receivable  $91,885   $326,914 
Accounts receivable — related parties        $91,885   $326,914 

 

During the six months ended September 30, 2024, the Company received $282,814 from Fly E Bike SRL.

 

Prepayments and other receivables — related parties

 

Name of Related Party  Relationship  Nature  September 30,
2024
   March 31,
2024
 
Fly E Bike SRL  Zhou Ou (CEO), owns over 50% equity interest of this entity  Other receivables  $162   $180,256 
Zhou Ou  Chairman, CEO of the Company  Other receivables   147,646    
 
PJMG LLC  Ruifeng Guo (former CFO who resigned on November 6, 2024), owns over 50% equity interest of this entity  Prepayments   240,000    60,000 
Prepayments and other receivables – related parties        $387,808   $240,256 

 

During the six months ended September 30, 2024, the Company advanced $162 to Fly E Bike SRL, a distributor the Company works with and in which Mr. Ou holds over 50% of the equity interest. This advance is unsecured, bears no interest and does not have a maturity date. On June 12, 2024, the Company received $180,256 from Fly E Bike SRL. On April 1, 2023, the Company agreed to retain the services of PJMG, a company in which Mr. Guo, the Company’s former CFO who resigned on November 6, 2024, holds over 50% of the equity interests as a consultant following the completion of its IPO. PJMG was engaged to provide compliance consulting services related to accounting, finance, and management, as well as to oversee market planning and development, follow-on fundraising, and investor relationship management from June 2024 to May 2025. The service fee is $45,000 for the first month and from the second month the fees will be $15,000 per month. To secure these services, the Company prepaid a total of $240,000 to PJMG  as of September 30, 2024. From August 9, 2024 to September 17, 2024, the Company advanced $477,771 to Mr. Ou, Chairman and CEO of the Company, for personal use. This advance is unsecured, bears no interest and does not have a maturity date. From September 9, 2024 to September 30, 2024, the Company received $330,125 from Mr. Ou. On November 18, 2024, the Company received $149,875 from Mr. Ou, and the advance was paid back in full.

 

Long-term prepayment for software development – related parties, net

 

Name of Related Party  Relationship  Nature  September 30,
2024
   March 31,
2024
 
DF Technology US Inc  Ruifeng Guo (former CFO who resigned on November 6, 2024), owns over 50% equity interest of this entity  Long-term prepayment for software development  $1,055,980   $1,279,000 
Long-term prepayment for software development — related parties, net        $1,055,980   $1,279,000 

 

 

28

 

 

In December 2023, the Company engaged DFT for development of certain technology services. Mr. Guo, the Company’s former CFO who resigned on November 6, 2024, owns over 50% of the equity interest in DFT. As of September 30, 2024 and March 31, 2024, the Company paid $1,055,980 and $1,279,000 to DFT as prepayment for software development, respectively. As of September 30, 2024 and March 31, 2024, construction in progress was $1,300,000 and $275,000, respectively (see Note 5 – Property and Equipment).

 

Other payables — related parties

 

Name of Related Party  Relationship  Nature  September 30,
2024(i)
   March 31, 2024(i) 
Zhou Ou  Chairman, CEO of the Company  Other payable  $
   $92,229 
Other Payables-related parties        $
   $92,229 

 

(i) Represents the remaining balance of the advance provided by the related party to the Company’s subsidiaries for the purpose of supporting their business operations.

 

All of the above payables are unsecured, non-interest bearing, and due on demand. The Company paid a total of $92,229 and $198,615 to Mr. Zhou Ou during the six months ended September 30, 2024 and 2023, respectively.

 

(B) Related party transactions  

 

Revenues — related parties

 

         For the three Months Ended
September 30
  

For the Six Months 

Ended
September 30

 
Name of Related Party  Relationship  Nature  2024  

 

2023

   2024   2023 
Fly E Bike SRL  Zhou Ou (CEO), owns over 50% equity interest of this entity  Product sales  $44,143   $146,249   $47,785   $282,814 
Revenues — related parties        $44,143   $146,249   $47,785   $282,814 

 

During the three months ended September 30, 2024 and 2023, Fly E Bike SRL, a distributor the Company works with and in which Mr. Ou holds over 50% of the equity interest, purchased certain EV products from the Company in the amount of $44,143 and $146,249, respectively. During the six months ended September 30, 2024 and 2023, Fly E Bike SRL, purchased certain EV products from the Company in the amount of $47,785 and $282,814, respectively.

 

29

 

 

Purchase of Intangible Assets — related parties

 

Name of Related Party  Relationship  Nature  September 30,
2024
   March 31, 2024 
DF Technology US Inc  Ruifeng Guo (former CFO who resigned on November 6, 2024), owns over 50% equity interest of this entity  Purchase of Software  $500,000   $
 
Purchase of Intangible Assets — related parties        $500,000   $
 

 

In December 2023, the Company engaged DFT for development of certain technology services. Mr. Guo, the Company’s former CFO who resigned on November 6, 2024, owns over 50% of the equity interest in DFT. In July 2024, the Company engaged DFT for development of a new APP, GO FLY APP, for the rental business. The total contract price for the GO FLY APP is $500,000, and the GO FLY APP was delivered on September 5, 2024.

 

(C) Other Related Party Transactions

  

On March 6, 2021, the Company and DGLG entered into an engagement letter, pursuant to which the Company engaged DGLG as a consultant to assist the Company in its IPO planning, financing and tax services. Mr. Guo, the Company’s former CFO who resigned on November 6, 2024, is a partner at DGLG. Under the terms of the engagement agreement with DGLG, the Company has agreed to compensate DGLG for consulting services based on an hourly fee arrangement. DGLG’s consulting fees were nil and $100,000 for the three months ended September 30, 2024 and September 30, 2023, respectively, and $225,000 and $100,000 for the six months ended September 30, 2024 and 2023, respectively. In addition, during the three and six months ended September 30, 2024, the Company paid DGLG a total of $12,800 and $28,400 for tax services, including sales tax services, payroll tax services, and income tax services, rendered by DGLG, respectively.

 

On April 1, 2023, the Company agreed to retain the services of PJMG, a company in which Mr. Guo, the Company’s former CFO who resigned on November 6, 2024, holds over 50% of the equity interests as a consultant following the completion of its IPO. To secure these services, the Company prepaid a total of $240,000 to PJMG as of September 30, 2024. $45,000 was expensed as consulting expenses during the three months ended September 30, 2024. $60,000 was expensed as consulting expenses during the six months ended September 30, 2024. During the three and six months ended September 30, 2024, the Company paid PJMG a total of $232,547 for consulting services.

 

14 — SUBSEQUENT EVENTS  

 

The Company has evaluated subsequent events after September 30, 2024, up through November 19, 2024, the date at which the unaudited condensed consolidated financial statements were issued. Except for the events mentioned below, the Company did not identify any subsequent events with material financial impact on the Company’s unaudited condensed consolidated financial statements.

 

On October 2, 2024, the Company received written notice (the “Notice”) from the Nasdaq Stock Market, LLC (“Nasdaq”) indicating that the bid price for the Company’s common stock (the “Common Stock”), for the last 31 consecutive business days, had closed below the minimum $1.00 per share and, as a result, the Company is not in compliance with the $1.00 minimum bid price requirement for the continued listing on the Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2). The Notice has no effect at this time on the Common Stock, which continues to trade on the Nasdaq Capital Market under the symbol “FLYE”.

 

On November 6, 2024, the board of directors of the Company appointed Ms. Shiwen Feng as the Company’s new Chief Financial Officer and a director, effective November 7, 2024.

 

On November 18, 2024, the Company received $149,875 from Mr. Ou, and the advance made to Mr. Ou was paid in full.

 

30

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto included in this Report. The following discussion contains forward-looking statements. Actual results could differ materially from the results discussed in the forward-looking statements. See “Item 1A. Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements”.

 

Overview

 

We are an EV company that is principally engaged in designing, installing and selling E-motorcycles, E-bikes, E-scooters and related accessories under the brand “Fly E-Bike.” At Fly E-Bike, our commitment is to encourage people to incorporate eco-friendly transportation into their active lifestyles, ultimately contributing towards building a more environmentally friendly future.

 

Fly E-Bike was established in 2018 with its first store opened in New York. Our business has grown rapidly since then and we are now one of the leading providers of E-bikes for food delivery workers in New York City. As of November 14, 2024, we have 37 stores, including 36 retail stores in the U.S and one retail store in Canada. The Company offers rental services from selected locations. We also operate one online store at flyebike.com, focusing on selling E-motorcycles, E-bikes and E-scooters, serving customers in the United States. In addition, we plan to open a second online store focusing on selling gas bikes in the future. We plan to expand our presence in the United States and extend our business into South America and Europe in the future.

 

We have a diversified product portfolio that is designed to satisfy the various demands of our customers and address different urban travel scenarios. Additionally, we aim to refresh our product offerings continuously to align with evolving market trends. As of November 14, 2024, we offered 24 E-motorcycle products, 28 E-bike products and 35 E-scooter products.

 

We are currently in the process of developing a Fly E-Bike app, which is a management service mobile software for our EVs, enabling customers to purchase bikes, locate company stores, schedule bike repairs, and more. We aim to design an app that will bring users a comprehensive intelligent experience to create a safer and more satisfying riding life. The development of the app is still in its preliminary stage. We have launched a testing version of the app, which is currently unavailable to our customers. In December 2023, the Company engaged DF Technology US Inc (“DFT”) for certain technology services, for the development of the enterprise resource planning system (“ERP system”), and in July 2024, the Company engaged DFT to develop a mobile phone application for its renal services, the GO FLY APP. The total contract price for the GO FLY APP is $500,000, and the GO FLY APP was delivered and launched in the rental business on September 5, 2024. As of September 30, 2024, the Company paid $1,055,980 to DFT as prepayment for software development.  

 

We source a significant portion of our vehicle components from China and the United States, and then assemble them into our vehicles in a facility located in Maspeth, New York. For the three months ended September 30, 2024, we produced 1,146 E-motorcycles, 3,270 E-bikes and 756 E-scooters at this facility. For the six months ended September 30, 2024, we produced 3,114 E-motorcycles, 4,783 E-bikes and 1,280 E-scooters at the same facility.

 

Recent Developments

 

Stock Split

 

In April 2024, we effected a stock split of our authorized and all issued and outstanding shares of our common stock and preferred stock at a split ratio of 1-for-110,000, where the par value of the Company’s common stock remained unchanged at $0.01 per share, and the number of authorized shares of the Company’s capital stock was increased from 440 to 48,400,000, with the number of authorized shares of common stock and preferred stock being increased from 400 to 44,000,000 and from 40 to 4,400,000, respectively. The issued and outstanding common stock and preferred stock increased at a split ratio of 1-for-110,000. The share number and related data in this Report has been updated to reflect the stock split referenced above.

 

31

 

 

Initial Public Offering

 

On June 7, 2024, we sold 2,250,000 shares of common stock, at a price of $4.00 per share in our IPO. The gross proceeds of the offering were $9.0 million, prior to deducting the underwriting discounts, commissions and offering expenses payable by the Company. In addition, we granted the underwriters a 30-day option to purchase an additional 337,500 shares of common stock at the initial public offering price, less underwriting discounts and commissions, to cover over-allotments. On June 25, 2024, we sold an additional 337,500 shares of common stock to the underwriters of our IPO for gross proceeds of $1.4 million upon full exercise of the underwriters’ over-allotment option. Net proceeds received by us from our initial public offering, including the exercise of the over-allotment option, were approximately $9.2 million.   We also issued to The Benchmark Company, LLC, the representative of the underwriters warrants to purchase 129,375 shares.

 

Rental Services

 

The Company launched a new rental program to meet the increasing market demand for safe, UL-certified e-bikes in compliance with New York State regulations in October 2024. The rental service, available in New York City via the Go Fly rental service mobile app and select Fly E-Bike stores, provides users with a flexible and affordable e-bike rental option featuring the Fly-E Fly-11 Pro model. As part of FLY-E’s growth strategy, the Company plans to expand the rental service to Miami, Toronto, and Los Angeles shortly.

   

Key Factors that Affect Operating Results

 

Our results of operations and financial condition are affected by the general factors driving the U.S.’s electric two-wheeled vehicles industry, including, among others, the U.S.’s overall economic growth, the increase in per capita disposable income, the expansion of urbanization, the growth in consumer spending and consumption upgrades, the competitive environment, governmental policies and initiatives towards electric two-wheeled vehicles, as well as the general factors affecting the electric two-wheeled vehicles industry in overseas markets. Unfavorable changes in any of these general industry conditions could negatively affect demand for our products and materially and adversely affect our results of operations.

 

While our business is influenced by these general factors, our results of operations are more directly affected by company specific factors, including the following major factors:

 

New Customers

 

Our growth will depend on our ability to achieve sales targets, including our ability to attract new customers, which in turn depends in part on our ability to execute on our retail strategy and produce effective marketing initiatives to expand our brand perception with prospective customers. As of November 14, 2024, we have 37 stores, including 36 retail stores in the U.S and one retail store in Canada. We offer rental services from selected locations. We also operate one online store, focusing on selling E-motorcycles, E-bikes, and E-scooters and selling our product in the United States. It is critical for us to successfully manage production ramp-up and quality control to deliver to customers in adequate volume and quality.

 

With respect to branding and marketing, we plan to raise brand awareness through both traditional and social media channels and connect with customers through physical touchpoints such as our retail stores and distributors. We believe that effective marketing can boost our brand awareness and contribute to increased sales. In addition, we intend to provide superior customer experience through our trained technicians who will provide after-sale maintenance and repair services at our retail stores. An inability to attract new customers would substantially impact our ability to grow revenue or improve our financial results.

 

Product Sales Price and Volume

 

For the three months ended September 30, 2024, our net revenues decreased by 22.1% to $6.8 million, compared to $8.8 million for the same period in 2023, which was primarily driven by a decrease in total units sold, which dropped by 5,850 units, from 20,906 units for the three months ended September 30, 2023, to 15,056 units for the three months ended September 30, 2024.

  

For the six months ended September 30, 2024, our net revenues decreased by 11.5% to $14.7 million, compared to $16.6 million for the same period in 2023, which was primarily driven by a decrease in total units sold, which dropped by 4,067 units, from 36,003 units for the six months ended September 30, 2023, to 31,936 units for the six months ended September 30, 2024.

 

In the future, our ability to increase our product sales price and volume will depend on our ability to innovate in design and technology and offer products that meet the customers’ demand. We currently have a streamlined product portfolio consisting of three categories, with multiple models and specifications for each category. Moreover, our ability to increase the sales price and volume will depend on our ability to continually enhance our brand to attract customers, as well as our ability to successfully operate our retail stores and expand our sales network both domestically and globally. However, our product sales price is influenced by various factors such as market demand and competitors’ pricing, and although we continue working on product improvements and retail expansion, there can be no guarantee of sustained sales price increase or improved sales volume. If our prices remain stable, increasing sales volume would become important for continued revenue growth, and failure to do so would significantly impact our ability to grow revenue or improve our financial results.

 

32

 

 

Employees

 

Our payroll expenses were $1.3 million for the three months ended September 30, 2024, compared to $0.6 million for the three months ended September 30, 2023. Our payroll expenses were $2.3 million for the six months ended September 30, 2024, compared to $1.2 million for the six months ended September 30, 2023. As our business expands, we expect increased payroll expenses due to hiring of more employees for our retail stores and corporate office. Each of our retail stores has a minimum of two employees, and additional office employees will be hired to support retail stores in customer service and marketing. In addition, to maintain excellent customer service in our retail stores, each store will have at least one trained repair professional, further contributing to the increase in payroll expenses. An inability to effectively manage payroll expenses while expanding the business would significantly impact our ability to grow revenue or improve our financial results.

 

Vendor and Supply Management

 

During the three months ended September 30, 2024, we worked with three principal vendors, Xiamen Innolabs Technology Co., Ltd, Depcl Corp. (previously known as Fly Wing E-Bike Inc.), and Anhui Ineo International Trading Co., each of which respectively supplied approximately 48.9%, 19.7%, and 17.1% of the accessories and components used in all our products for the three months ended September 30, 2024. During the six months ended September 30, 2024, we worked with three principal vendors, Xiamen Innolabs Technology Co., Ltd, Depcl Corp., and Anhui Ineo International Trading Co., each of which respectively supplied approximately 43.6%, 29.5%, and 10.8% of the accessories and components used in all our products for the six months ended September 30, 2024.

 

We have implemented a centralized vendor management system that streamlines purchasing, enhances our negotiating power and maintains strong vendor relationships. We believe this approach delivers cost savings, improved risk management and increased negotiating power, ultimately benefiting our operating results. Changes in costs related to our major vendors can significantly affect our financial condition and operating results.

 

Market Trends and Competition

 

We operate in a rapidly growing EV market with a special focus on E-motorcycles, E-bikes and E-scooters. However, increased competition may pressure prices and margins, reducing sales volume, revenues, and sales margin for us. Additionally, marketing and advertising costs may rise as we differentiate ourselves and maintain our market position. Moreover, competitors may impact customer acquisition and retention, satisfaction and loyalty. While we believe we maintain competitive advantages in several areas, including brand, product design and quality, smart features, omnichannel retail model, customer satisfaction and loyalty, we must continuously innovate, invest in research and development and marketing to maintain our competitive edge and unique selling points.

 

Regulatory Landscape

 

We operate in an industry that is subject to extensive environmental, safety and other laws and regulations, which include products safety and testing, as well as battery safety and disposal. These requirements create additional costs and possible production delay in connection with the testing and manufacturing of our products. We also benefit from environmental regulations in our target markets which include economic incentives to purchasers of EVs and tax credits for EV manufacturers. The Governor of New York State signed a legislative package in July 2024 aimed at raising awareness about the safe use of e-bikes and lithium-ion battery products, prohibiting the sale of non-compliant batteries, requiring safety protocols and training for first responders, mandating operating manuals for e-bike retailers, and improving accident reporting and registration processes for e-bikes and mopeds. Additionally, in July 2024, the New York City Department of Transportation announced that it anticipated to launch a $2 million trade-in program in early 2025, allowing eligible food delivery workers to replace their unsafe e-bikes, e-mobility devices, and batteries with certified, high-quality versions. While we expect relevant regulations to provide a tailwind to our growth, it is possible for other regulations to result in margin pressures.

 

How to Assess Our Performance

 

In assessing performance, management considers a variety of performance and financial measures, including principal growth in net sales, gross profit, gross margin, selling, general and administrative expenses and EBITDA. The key measures that we use to evaluate the performance of our business are set forth below.

 

Net Sales

 

We generate revenue from sales of our EVs, their accessories and spare parts, and provision of repair services at our retail stores. Our net sales comprise gross sales net of discounts and return allowances. We do not record sales taxes as a component of retail revenues as we consider it a pass-through conduit for collecting and remitting sales taxes. Return allowances, which reduce net revenues, are estimated based on historical experience.

 

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E-bikes, E-motorcycles and E-scooters sales. We generate a substantial majority of our revenues from sales of E-bikes, E-motorcycles and E-scooters directly to customers through our online store and retail stores, and to our distributors.

 

Accessories and spare parts sales. We also sell accessories and spare parts for our EVs, such as rear storage boxes and front baskets. In addition, we offer Fly E-Bike branded accessories and general merchandise, such as decorative car plates, key chains and apparel.

 

Service revenues. We also provide repair services at our retail stores for a fee.

 

Cost of Sales

 

Cost of sales includes product costs, warehouse rent expenses, payroll costs, depreciation costs, inventory reserves, warranty costs, and logistic costs. The logistic costs incurred to receive products from our vendors are included in our inventory and recognized as cost of sales upon sale of products to our customers.

 

Gross Profit and Gross Margin

 

We calculate gross profit as net sales less cost of revenue. Gross margin represents gross profit as a percentage of net sales.

 

Selling, General and Administrative Expenses

 

Selling, general and administrative expenses primarily consist of retail operational expenses, salaries and benefits costs, marketing, advertising, and corporate overhead.

 

Marketing costs primarily consist of advertising and payroll and related expenses for personnel engaged in marketing and selling activities.

 

We expect that our selling and marketing expenses will continue to increase in the foreseeable future, as we plan to further expand our sales network and retail channels, and engage in more selling and marketing activities to enhance our brand and attract more purchases from new and existing customers.

 

General and administrative expenses primarily consist of costs for corporate functions, including payroll and related expenses, facilities and equipment expenses, such as depreciation and amortization expense and rent, and professional fees. We expect that our general and administrative will increase in the foreseeable future, as we hire additional personnel and incur additional expenses related to the anticipated growth of our business and our operation as a public company after the completion of our initial public offering.

 

Non-GAAP Financial Measures

 

To supplement our financial information presented in accordance with the generally accepted accounting principles in the United States (the “U.S. GAAP”), management periodically uses certain “non-GAAP financial measures,” as such term is defined under the rules of the SEC, to clarify and enhance understanding of past performance and prospects for the future. Generally, a non-GAAP financial measure is a numerical measure of a company’s operating performance, financial position or cash flows that excludes or includes amounts that are included in or excluded from the most directly comparable measure calculated and presented in accordance with U.S. GAAP. For example, non-GAAP measures may exclude the impact of certain items such as acquisitions, divestitures, gains, losses and impairments, or items outside of management’s control. Management believes that the following non-GAAP financial measure provides investors and analysts useful insight into our financial position and operating performance. Any non-GAAP measure provided should be viewed in addition to, and not as an alternative to, the most directly comparable measure determined in accordance with U.S. GAAP. Further, the calculation of these non-GAAP financial measures may differ from the calculation of similarly titled financial measures presented by other companies and therefore may not be comparable among companies.

 

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We use EBITDA (earnings before interest, taxes, depreciation, and amortization) to evaluate our operating performance. We believe EBITDA provides additional insight into our underlying, ongoing operating performance and facilitates year-to-year comparisons by excluding the earnings impact of interest, tax, depreciation and amortization and that presenting EBITDA is more representative of our operational performance and may be more useful for investors.

 

We reconcile our non-GAAP financial measure to our net income, which is our most directly comparable financial measure calculated and presented in accordance with U.S. GAAP. EBITDA includes adjustments for provision for income taxes, as applicable, interest income and expense, depreciation, and amortization. EBITDA does not represent and should not be considered an alternative to net income as determined by U.S. GAAP, and our calculations thereof may not be comparable to those reported by other companies. We believe EBITDA is an important measure of operating performance and provides useful information to investors because it highlights trends in our business that may not otherwise be apparent when relying solely on U.S. GAAP measures and because it eliminates items that have less bearing on our operating performance. EBITDA, as presented herein, is a supplemental measure of our performance that is not required by, or presented in accordance with, U.S. GAAP. We use non-GAAP financial measures as supplements to our U.S. GAAP results in order to provide a more complete understanding of the factors and trends affecting our business. EBITDA is a measure of operating performance that is not defined by U.S. GAAP and should not be considered a substitute for net (loss) income as determined in accordance with U.S. GAAP.

 

EBITDA along with a reconciliation to net income is shown within the Results of Operations below.

 

Results of Operations for the Three Months Ended September 30, 2024 and 2023

 

The following table sets forth the components of our results of operations for the three months ended September 30, 2024 and 2023:

 

   For the Three Months Ended September 30, 
   2024   2023   Change   Percentage
Change
 
Revenues, Net  $6,824,406   $8,763,839   $(1,939,433)   (22.1)%
Cost of Revenues   3,919,952    5,002,540    (1,082,588)   (21.6)%
Gross Profit   2,904,454    3,761,299    (856,845)   (22.8)%
Operating Expenses                    
Selling Expenses   2,041,435    1,618,439    422,996    26.1%
General and Administrative Expenses   2,094,078    1,058,235    1,035,843    97.9%
Total Operating Expenses   4,135,513    2,676,674    1,458,839    54.5%
(Loss)  Income from Operations   (1,231,059)   1,084,625    (2,315,684)   (213.5)%
Other Income (Expenses), Net   (53,929)   40,779    (94,708)   (232.2)%
Interest Expenses, Net   (23,795)   (17,969)   (5,826)   32.4%
Income Tax Benefit (Expense)     165,935    (360,879)   526,814    (146.0)%
Net (Loss) Income  $(1,142,848)  $746,556   $(1,889,404)   (253.1)%

 

Revenues

 

   For the Three Months Ended September 30, 
   2024   2023   Change   Percentage
Change
 
Sales-Retail  $5,923,576   $6,768,828   $(845,252)   (12.5)%
Sales-Wholesale  $900,830   $1,995,011   $(1,094,181)   (54.8)%
Total Net Revenues  $6,824,406   $8,763,839   $(1,939,433)   (22.1)%

 

Our net revenues were $6.8 million for the three months ended September 30, 2024, a decrease of 22.1%, from $8.8 million for the three months ended September 30, 2023. The decrease in our net revenues was primarily due to the decrease in sales volume by 5,850 units, from 20,906 units for the three months ended September 30, 2023 to 15,056 units for the three months ended September 30, 2024.

 

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Our retail sales revenue decreased by $0.8 million, or 12.5%, from $6.8 million for the three months ended September 30, 2023 to $5.9 million for the three months ended September 30, 2024. Our wholesale revenue decreased by $1.1 million, or 54.8%, from $2.0 million for the three months ended September 30, 2023 to $0.9 million for the three months ended September 30, 2024. The decrease in retail sales revenue is mainly due to recent lithium-battery accidents involving E-Bikes and E-Scooters. With an increasing number of lithium-battery explosion incidents in New York, customers are less inclined to purchase E-Bikes. Consequently, the management believes that sales have declined as customers opt for oil-powered vehicles over electric vehicles. The decrease in wholesales revenue was driven primarily by the decrease in orders from the top two customers who closed their retail stores in December 2023.

 

Cost of Revenues

 

Cost of revenues decreased by 21.6%, from $5.0 million for the three months ended September 30, 2023, to $3.9 million for the three months ended September 30, 2024. The decrease in cost of revenues was primarily attributable to a reduction in units sold, which declined by 5,850 units, from 20,906 units sold for the three months ended September 30, 2023, to 15,056 units sold for the three months ended September 30, 2024.

 

Gross Margin

 

The following table shows our gross profit and gross margin for the three months ended September 30, 2024 and 2023:

 

   For the Three Months Ended September 30, 
   2024   2023   Change   Percentage
Change
 
Gross Profit  $2,904,454    3,761,299    (856,845)   (22.8)%
Gross Margin   42.6%   42.9%          

 

Gross profit for the three months ended September 30, 2024 and 2023 was $2.9 million and $3.8 million, respectively. The decrease is consistent with the decrease in revenue. Gross margin was 42.6% and 42.9% for the three months ended September 30, 2024 and 2023, respectively. The gross margin remained at the same level for the two periods.

 

Total Operating Expenses

 

The following table sets forth the components of our total operating expenses for the three months ended September 30, 2024 and 2023:

 

   For the Three Months Ended September 30, 
   2024   2023   Change   Percentage
Change
 
Selling Expenses  $2,041,435    1,618,439    422,996    26.1%
General and Administrative Expenses   2,094,078    1,058,235    1,035,843    97.9%
Total Operating Expenses  $4,135,513    2,676,674    1,458,839    54.5%
Percentage of Revenue   60.6%   30.5%          

 

Total operating expenses were $4.1 million for the three months ended September 30, 2024, an increase of $1.5 million, or 54.7%, compared to $2.7 million for the three months ended September 30, 2023. The increase in operating expenses was attributable to the increase in our payroll expenses, rent expenses, advertising expenses, professional fees, and insurance expenses as we expanded our business as discussed below.

 

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Selling Expenses

 

Selling expenses primarily consist of payroll expenses, rent, utilities expenses, and advertising expenses of retail stores. Total payroll expenses were $0.9 million for the three months ended September 30, 2024, compared to $0.4 million for the three months ended September 30, 2023. Rent expenses were $0.8 million for the three months ended September 30, 2024, compared to $0.6 million for the three months ended September 30, 2023. Advertising expenses were $0.1 million for the three months ended September 30, 2024, compared to $14,339 for the three months ended September 30, 2023. The increase in these expenses was primarily due to the increased number of new employees hired for repair and maintenance business operation in the three months ended September 30, 2024.

 

General and Administrative Expenses

 

Various general and administrative expenses increased during the three months ended September 30, 2024 compared to the same period of previous year. Professional fees increased to $0.9 million for the three months ended September 30, 2024, compared to $0.3 million for the three months ended September 30, 2023, primarily attributable to the increase in audit fee, consulting fee, legal fee and IR expenses associated with ongoing reporting obligations. Payroll expenses increased to $0.4 million for the three months ended September 30, 2024 from $0.2 million for the three months ended September 30, 2023 primarily due to additional employees hired in operation departments. Insurance expenses increased to $0.3 million for the three months ended September 30, 2024, compared to $24,570 for the same quarter of prior year as a result of purchase of the directors and officers liability insurance after initial public offering in the three months ended September 30, 2024.

  

Income Tax Provisions  

 

Income taxes benefits were $0.2 million for the three months ended September 30, 2024, a change from $0.4 million income tax provision for the three months ended September 30, 2023. This change was due to our decreased taxable income for the three months ended September 30, 2024.

 

Net Income (Loss)

 

Net loss was $1.1 million for the three months ended September 30, 2024, a change of $1.9 million, or 253.1%, from net income of $0.7 million for the three months ended September 30, 2023, which was mainly attributable to the reasons discussed above.

 

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EBITDA

 

The following table sets forth the components of our EBITDA for the three months ended September 30, 2024 and 2023:

 

   For the Three Months Ended September 30, 
   2024   2023   Change   Percentage
Change
 
(Loss) Income from Operations  $(1,142,848)  $746,556   $(1,889,404)   (253.1)%
Income Tax (Benefit) Expense   (165,935)   360,879    (526,814)   (146.0)%
Depreciation   85,859    126,891    (41,032)   (32.3)%
Interest Expenses   23,795    17,969    5,826    32.4%
Amortization   7,895        7,895    100.0%
EBITDA  $(1,191,234)  $1,252,295   $(2,443,529)   (195.1)%
Percentage of Revenue   (17.5)%   14.3%        (31.7)%

 

Before interest expenses, income tax, depreciation, and amortization, for the three months ended September 30, 2024, our net loss was $1.2 million, a change of $2.45 million, compared to net income of $1.3 million for the three months ended September 30, 2023, which was mainly attributable to the decrease in revenue, increase in selling and general and administrative expense described above. The ratio of EBITDA to revenue was negative 17.5% and 14.3% for the three months ended September 30, 2024 and 2023, respectively.

 

Results of Operations for the Six Months Ended September 30, 2024 and 2023

 

The following table sets forth the components of our results of operations for the six months ended September 30, 2024 and 2023:

 

   For the Six Months Ended September 30, 
   2024   2023   Change   Percentage
Change
 
Revenues, Net  $14,697,832   $16,606,185   $(1,908,353)   (11.5)%
Cost of Revenues   8,693,744    10,122,171    (1,428,427)   (14.1)%
Gross Profit   6,004,088    6,484,014    (479,926)   (7.4%)%
Operating Expenses                    
Selling Expenses   3,653,930    2,701,545    952,385    35.3%
General and Administrative Expenses   3,626,716    1,930,300    1,696,416    87.9%
Total Operating Expenses   7,280,646    4,631,845    2,648,801    57.2%
(Loss) Income from Operations   (1,276,558)   1,852,169    (3,128,727)   (168.9)%
Other Income (Expenses), Net   (47,411)   29,701    (77,112)   (259.6)%
Interest Expenses, Net   (91,877)   (50,592)   (41,285)   81.6%
Income Taxes Benefit (Expense)   93,490    (644,279)   737,769    (114.5)%
Net (Loss) Income  $(1,322,356)  $1,186,999   $(2,509,355)   (211.4)%

 

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Revenues

 

   For the Six Months Ended September 30, 
   2024   2023   Change   Percentage
Change
 
Sales-Retail  $12,793,994   $12,937,001   $(143,007)   (1.1)%
Sales-Wholesale  $1,903,838   $3,669,184   $(1,765,346)   (48.1)%
Total Net Revenues  $14,697,832   $16,606,185   $(1,908,353)   (11.5)%

 

Our net revenues were $14.7 million for the six months ended September 30, 2024, a decrease of 11.5%, from $16.6 million for the six months ended September 30, 2023. The decrease in our net revenues was driven primarily by a decrease in total units sold, which decreased by 4,067 units, from 36,003 units for the six months ended September 30, 2023 to 31,936 units for the six months ended September 30, 2024. For the six months ended September 30, 2023 and for the six months ended September 30, 2024, the quantity of E-bikes and batteries sold decreased by 2,963 and 2,624, respectively.

 

Our retail sales revenue decreased by $0.1 million, or 1.1%, from $12.9 million for the six months ended September 30, 2023 to $12.8 million for the six months ended September 30, 2024. Our wholesale revenue decreased by $1.8 million, or 48.1%, from $3.7 million for the six months ended September 30, 2023 to $1.9 million for the six months ended September 30, 2024. The decrease in retail sales revenue is mainly due to recent lithium-battery accidents involving E-Bikes and E-Scooters. With an increasing number of lithium-battery explosion incidents in New York, customers are less inclined to purchase E-Bikes. Consequently, sales have declined as customers opt for oil-powered vehicles over electric vehicles. The decrease in wholesales revenue was driven primarily by the closure of stores by the top two customers who closed their stores in December 2023 due to lack of profitability.

 

Cost of Revenues

 

Cost of revenues decreased by 14.1%, from $10.1 million for the six months ended September 30, 2023, to $8.7 million for the six months ended September 30, 2024. The decrease in cost of revenues was primarily attributable to more favorable pricing obtained from our suppliers, particularly for batteries, as well as a reduction in battery sales volume, as discussed previously. These factors collectively contributed to the overall decrease in cost of revenues. The unit cost for battery decreased by 36%, from $117 in the six months ended September 30, 2023, to $75 in the six months ended September 30, 2024.

 

Gross Margin

 

The following table shows our gross profit and gross margin for the six months ended September 30, 2024 and 2023:

 

   For the Six Months Ended September 30, 
   2024   2023   Change   Percentage
Change
 
Gross Profit  $6,004,088    6,484,014    (479,926)   (7.4)%
Gross Margin   40.9%   39.0%          

 

Gross profit for the six months ended September 30, 2024 and 2023 was $6.0 million and $6.5 million, respectively. Gross margin was 40.9% and 39.0% for the six months ended September 30, 2024 and 2023, respectively. The increase in gross margin was driven primarily by the increase of the average sale price of our EVs by $68 or 7.0%, from $980 in the six months ended September 30, 2023 to $1,048 in the six months ended September 30, 2024, and the decrease of the unit cost for battery by 36%, from $117 in the six months ended September 30, 2023, to $75 in the six months ended September 30, 2024.

 

Total Operating Expenses

 

The following table sets forth the components of our total operating expenses for the six months ended September 30, 2024 and 2023:

 

    For the Six Months Ended September 30,  
    2024     2023     Change     Percentage
Change
 
Selling Expenses   $ 3,653,930      $ 2,701,545     $ 952,385       35.3 %
General and Administrative Expenses     3,626,716       1,930,300       1,696,416       87.9 %
Total Operating Expenses   $ 7,280,646      $ 4,631,845      $ 2,648,801       57.2 %
Percentage of Revenue     49.5 %     29.9 %                

 

Total operating expenses were $7.3 million for the six months ended September 30, 2024, an increase of $2.6 million, or 57.2%, compared to $4.6 million for the six months ended September 30, 2023. The increase in operating expenses was attributable to the increase in our payroll expenses, rent expenses, meals and entertainment expenses, professional fees, and development expenses as we expanded our business as discussed below.

 

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Selling Expenses

 

Selling expenses primarily consist of payroll expenses, rent, utilities expenses, and advertising expenses of retail stores. Total payroll expenses were $1.5 million for the six months ended September 30, 2024, compared to $0.8 million for the six months ended September 30, 2023. Rent expenses were $1.5 million for the six months ended September 30, 2024, compared to $1.1 million for the six months ended September 30, 2023. Utilities expenses were $119,252 for the six months ended September 30, 2024, compared to $68,863 for the six months ended September 30, 2023. Advertising expenses were $0.2 million for the six months ended September 30, 2024, compared to $26,066 for the six months ended September 30, 2023. The increase in these expenses was primarily due to the increased number of new employees hired for business operating in the six months ended September 30, 2024.

 

General and Administrative Expenses

 

General and administrative expenses increased during the six months ended September 30, 2024 compared to the previous year. Professional fees increased to $1.3 million for the six months ended September 30, 2024, compared to $0.5 million for the six months ended September 30, 2023, primarily attributable to the increase in audit fee, consulting fee, legal fee and IR expenses associated with our initial public offering and ongoing reporting obligations. Payroll expenses increased to $0.8 million for the six months ended September 30, 2024 from $0.4 million for the six months ended September 30, 2023 primarily due to additional employees hired in operation and accounting departments. Insurance expenses increased to $0.5 million for the six months ended September 30, 2024, compared to $0.1 million for the same period of prior year as a result of purchase of directors and officers liability insurance after initial public offering in the six months ended September 30, 2024. Software development fee increased to $0.3 million for the six months ended September 30, 2024, compared to $0.1 million for the same period in prior year as a result of maintenance for Fly E-Bike app during the six months ended September 30, 2024.

  

Income Tax Provisions  

 

Income taxes benefits were $93,490 for the six months ended September 30, 2024, a change from $0.6 million income tax provision for the six months ended September 30, 2023. This change was due to our decreased taxable income for the six months ended September 30, 2024.

 

Net Income (Loss)

 

Net loss was $1.3 million for the six months ended September 30, 2024, a change of $2.5 million, or 211.4%, from net income of $1.2 million for the six months ended September 30, 2023, which was mainly attributable to the reasons discussed above.

 

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EBITDA

 

The following table sets forth the components of our EBITDA for the six months ended September 30, 2024 and 2023:

 

   For the Six Months Ended September 30, 
   2024   2023   Change   Percentage
Change
 
(Loss) Income from Operations  $(1,322,356)  $1,186,999   $(2,509,355)   (211.4)%
Income Tax provision   (93,490)   644,279    (737,769)   (114.5)%
Depreciation   180,910    190,559    (9,649)   (5.1)%
Interest Expenses   91,877    50,592    41,285    81.6%
Amortization   8,846        8,846    100.0%
EBITDA  $(1,134,213)  $2,072,429   $(3,206,642)   (154.7)%
Percentage of Revenue   (7.7)%   12.5%        (20.2)%

 

Before interest expenses, income tax, depreciation, and amortization, for the six months ended September 30, 2024, our net loss was $1.1 million, a change of $3.2 million, compared to net income of $2.1 million for the six months ended September 30, 2023, which was mainly attributable to the decrease in revenue, increase in selling and general and administrative expense described above. The ratio of EBITDA to revenue was negative 7.7% and 12.5% for the six months ended September 30, 2024 and 2023, respectively.

 

Liquidity and Capital Resources

 

As of September 30, 2024, we had cash of $1.3 million. We had working capital of $2.3 million and $0.3 million as of September 30, 2024 and March 31, 2024, respectively. We had net loss of $1.3 million and net income of $1.2 million for the six months ended September 30, 2024 and 2023, respectively. During the six months ended September 30, 2024, net cash used in operating activities of the Company was approximately $9.4 million. As of September 30, 2024, the Company had a current portion of contractual obligation of approximately $9.6 million.

 

We had funded our working capital and other capital requirements in the past primarily by equity contributions from our stockholders and net proceeds received from IPO, cash flow from operations, and bank loans. Our ability to repay our current obligation will depend on the future realization of our current assets. Management has considered the historical experience, the economy, trends in the retail industry, the expected collectability of the accounts receivable and the realization of the inventories as of September 30, 2024. Our ability to continue to fund working capital and other capital requirements may be affected by general economic, competitive and other factors, many of which are outside of our control.

 

On June 7, 2024, we sold 2,250,000 shares of common stock, at a price of $4.00 per share in our IPO. The gross proceeds of the offering were $9.0 million, prior to deducting the underwriting discounts, commissions and offering expenses payable by us. Net proceeds received by us from IPO were approximately $7.9 million. On June 25, 2024, we sold an additional 337,500 shares of common stock to the underwriters of our IPO for gross proceeds of $1.4 million upon full exercise of the underwriters’ over-allotment option and received net proceeds of $1.2 million. The main cash outflow for the six months ended September 30, 2024 was from net loss of $1.3 million, a decrease in tax payable of $1.5 million, an increase in inventories of $3.6 million, a decrease in operating lease liabilities of $1.5 million, purchase of software from a related party of $0.8 million, and an increase in prepayments and other receivables of $1.8 million. These factors raise substantial doubt as to the Group’s ability to continue as a going concern. For the next 12 months from the issuance date of this report, we plan to alleviate the going concern risk through (i) equity financing to support the Company’s working capital; (ii) other available sources of financing (including debt) from banks and other financial institutions; and (iii) financial support from the Company’s related parties. The issuance and sale of additional equity would result in further dilution to our stockholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all. In the event that financing sources are not available, or that we are unsuccessful in increasing our gross profit margin and reducing operating losses, we may be unable to implement our current plans for expansion, repay debt obligations or respond to competitive pressures, any of which would have a material adverse effect on our business, financial condition and results of operations and may materially adversely affect our ability to continue as a going concern. The unaudited condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded assets or the amounts and classification of liabilities or any other adjustments that might be necessary should we be unable to continue as a going concern.

 

Our accounts receivable represent primarily accounts receivable from distributors that purchased our EVs and other products. As of September 30, 2024 and March 31, 2024, our accounts receivable, net of allowance for credit losses, was $0.4 million and $0.2 million, respectively. Our accounts receivable turnover period decreased from 69 days in the year ended March 31, 2024 to 63 days in six months ended September 30, 2024, which was mainly attributable to a stricter credit policy implemented towards our U.S. distributors.

 

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Our accounts payable represent primarily accounts payable to suppliers from whom we purchased accessories and components for our products. As of September 30, 2024 and March 31, 2024, our accounts payable were $0.4 million and $1.2 million, respectively. Our accounts payable turnover period decreased to 16 days for the six months ended September 30, 2024 from 25 days for the year ended March 31, 2024, which was primarily the result of the Company’s switch to a new vendor and the settlement of one vendor’s balance during this period.

 

Our prepayments and other receivables primarily represent prepayments to vendors and other service providers. These prepayments and receivables increased by $1.8 million, from $0.6 million as of March 31, 2024, to $2.4 million as of September 30, 2024. This significant increase is mainly due to the launch of Company’s E-bike rental services, which required additional inventory. As a result, during the six months ended September 30, 2024, the Company made substantial prepayments to vendors to secure inventory for the upcoming quarter.

 

Our inventories primarily include our EVs, their accessories and spare parts. As of September 30, 2024 and March 31, 2024, our inventories, net of allowance, were $8.5 million and $5.4 million, respectively. The increase in inventories was primarily due to our preparation for the new rental business.   Our inventory turnover days increased to 147 days in the six months ended September 30, 2024, from 125 days in the year ended March 31, 2024, which was primarily due to strategic inventory buildup, allowing us to start new services.

 

As of September 30, 2024 and March 31, 2024, the total outstanding amount of loan principal was $7.0 million and $1.6 million, respectively. For the three months ended September 30, 2024 and 2023, the interest expenses on our outstanding loans amounted to $23,795 and $17,969, respectively. For the six months ended September 30, 2024 and 2023, the interest expenses on our outstanding loans amounted to $91,877 and $50,592, respectively. See Note 8 to the Unaudited Condensed Consolidated Financial Statements included within this quarterly report for further information on details of our outstanding loans.

 

The following table summarizes our cash flow data for the six months ended September 30, 2024 and 2023:

 

   For the Six Months Ended
September 30,
 
   2024   2023 
Net Cash (Used in) Provided by Operating Activities  $(9,412,145)  $1,593,868 
Net Cash Used in Investing Activities   (2,845,468)   (526,214)
Net Cash Provided by (Used in) Financing Activities   12,126,060    (317,119)
Net Change in Cash  $(131,553)  $750,535 

 

Operating Activities

 

Net cash used in operating activities for the six months ended September 30, 2024 was $9.4 million, which was due to net loss of $1.3 million, a decrease in tax payable of $1.5 million, and a decrease in accrued expenses and other payables of $0.4 million, an increase in inventories of $3.6 million, a decrease in account payable of $0.8 million, a decrease in operating lease liabilities of $1.5 million, and an increase in prepayments and other receivables of $1.8 million, partially offset by amortization of right-of-use assets of $1.7 million and a decrease in accounts receivables-related parties of $0.2 million.

 

Net cash provided by operating activities for the six months ended September 30, 2023 was $1.6 million, which was mainly comprised of net income of $1.2 million, an increase in accounts payable of $1.8 million, a noncash item of amortization of right-of-use assets of $1.2 million, offset by an increase in inventories of $1.7 million and a decrease in operating lease liabilities of $1.1 million.

 

Investing Activities

 

Net cash used in investing activities was $2.8 million for the six months ended September 30, 2024, which was due to purchase of GO FLY App from a related party of $0.5 million, purchase of software from a related party of $0.8 million, the advance to a related party of $0.5 million, and partially offset by the repayment from a related party of $0.5 million.

 

Net cash used in investing activities was $0.5 million for the six months ended September 30, 2023, which was due to the purchase of equipment of $0.5 million. 

 

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Financing Activities

 

Net cash provided by financing activities was $12.1 million for the six months ended September 30, 2024, which consisted of net proceeds of the IPO of $9.2 million, and loan proceeds of $3.7 million, partially offset by repayments of loans of $0.4 million and payment of IPO costs of $0.3 million.

 

Net cash used in financing activities was $0.3 million for the six months ended September 30, 2023, which consisted of deferred IPO cost of $0.1 million, repayments of loans of $0.3 million, repayments of other payables of related party of $0.2 million, and payments of related-party loan of $0.1 million, offset by loan proceeds of $0.4 million.

 

Commitments and Contractual Obligations

 

The following table presents our material contractual obligations as of September 30, 2024:

 

Contractual Obligations  Total   Less than
1 year
   1 – 2 years   3 – 5 years   Thereafter 
Operating Lease Obligations and others  $16,438,021    3,149,827    6,483,197    4,696,552    2,108,445 
Loan Payable   6,991,919    6,800,791    191,128         
Total Contractual Obligations  $23,429,940    9,950,618    6,674,325    4,696,552    2,108,445 

 

Off-Balance Sheet Arrangements

 

We have not entered into any transactions, agreements or other contractual arrangements that would result in off-balance sheet liabilities.

 

Quantitative and Qualitative Disclosures about Market Risk

 

Foreign Exchange Risk

 

A substantial majority of all of our revenues and expenses are denominated in U.S. dollars. We do not believe that we currently have any significant direct foreign exchange risk and have not used any derivative financial instruments to hedge exposure to such risk. In addition, as our business and operation expand in European and other overseas markets in the future, we may be exposed to increased foreign exchange risks for other currencies.

  

Interest Rate Risk

 

Our exposure to interest rate risk primarily relates to the interest expenses on our short-term and long-term bank borrowings. Our short-term and long-term bank borrowings bear interests at fixed rates. We have not been exposed to, nor do we anticipate being exposed to, material risks due to changes in market interest rates. However, our future interest expenses may exceed expectations due to changes in market interest rates. If we were to renew these short-term and long-term bank borrowings, we might be subject to interest rate risk.

 

Critical Accounting Estimates

 

An accounting estimate is considered critical if it requires to be made based on assumptions about matters that are highly uncertain at the time such estimate is made, and if different accounting estimates that reasonably could have been used, or changes in the accounting estimate that are reasonably likely to occur periodically, could materially impact the unaudited condensed consolidated financial statements.

 

We prepare our unaudited condensed consolidated financial statements in conformity with U.S. GAAP, which requires us to make estimates and assumptions. We continually evaluate these estimates and assumptions based on the most recently available information, our own historical experiences and various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates. Some of our accounting policies require a higher degree of judgment than others in their application and require us to make significant accounting estimates.

 

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Critical Accounting Policies

 

When reading our unaudited condensed consolidated financial statements, you should consider our selection of critical accounting policies, the judgment and other uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions. Our critical accounting policies and practices include the following: (i) revenue recognition; and (ii) income taxes. See “Note 2 — Summary of Significant Accounting Policies” to our unaudited condensed consolidated financial statements for the disclosure of these accounting policies. We believe the following accounting estimates involve the most significant judgments used in the preparation of our financial statements.

 

Estimated Allowance for Inventories

 

Our estimated allowance for the inventory obsolescence reserves is based on our assessment of realization of inventory. Adjustments are recorded to write down the cost of inventories to the estimated net realizable value due to slow-moving merchandise and obsolescence, which is dependent upon factors such as inventory aging, historical and forecasted consumer demand, and market conditions that impact pricing. As of September 30, 2024 and March 31, 2024, we recorded inventory allowance balance of $622,623 and $514,021, respectively.

 

Product Warranties

 

We provide a three-month warranty on our vehicles and the battery pack. We accrue warranty reserves at the time a vehicle is delivered to the customer. Warranty reserves include our best estimate of the projected cost to repair or to replace any items under warranty, based on actual warranty experience as it becomes available and other known factors that may impact our evaluation of historical data. We review our reserves regularly to ensure that our accruals are adequate in meeting expected future warranty obligations, and we will adjust our estimates as needed. Factors that could have an impact on the warranty reserve include the following: changes in manufacturing quality, shifts in product mix, changes in warranty coverage periods, product recalls and changes in sales volume. Warranty expense is recorded as a component of cost of revenues in the statement of operations. The portion of the warranty provision which is expected to be incurred within three months from the balance sheet date will be classified as current and classified as short-term liabilities. The Company accrued $31,036 and $27,714 of warranty reserves under accrued expenses and other payables as of September 30, 2024 and March 31, 2024, respectively.

 

Income Taxes

 

We provide current income tax expenses in accordance with the laws of the relevant taxing authorities. As part of the process of preparing financial statements, we are required to estimate our income taxes in each of the tax jurisdictions in which we operate, including New York State, New York City, New Jersey, Texas, Florida, California, Washington, D.C. and Canada.

 

We account for income taxes using the asset and liability approach. Under this method, deferred income taxes are recognized for tax consequences in future years based on differences between the tax bases of assets and liabilities and their reported amounts in the financial statements at each year-end and tax loss carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates applicable for the differences that are expected to reverse.

 

A valuation allowance is recorded to reduce deferred tax assets to the extent that we consider it is more likely than not that a deferred tax asset will not be realized in the foreseeable future. As of September 30, 2024 and March 31, 2024, we did not record any valuation allowance deferred tax assets.

 

We record uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) we determines if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained on audit, including resolution of any related appeals or litigation processes, and (2) measures the tax benefit as the largest amount that is more likely than not to be realized upon ultimate settlement. An uncertain income tax provision will not be recognized if it has less than a 50 percent likelihood of being sustained.

 

44

 

 

We consider many factors when evaluating our tax positions and estimating its tax benefits, which may require periodic adjustments, and which may not accurately forecast actual outcomes. We will include interest and fines arising from the underpayment of income taxes as a component of the provision for income taxes (if anticipated). Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. For the six months ended September 30, 2024, the Company accrued $98,322 income tax related penalty included in taxes payable in the unaudited condensed consolidated balance sheets. For the six months ended September 30, 2023, $73,817 accrued related to underpayment of income tax are classified as income tax expense in the period incurred. As of September 30, 2024 and March 31, 2024, we did not have any significant unrecognized uncertain tax positions.   

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Not applicable for smaller reporting companies.

 

Item 4. Controls and Procedures.

 

Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), to allow timely decisions regarding required disclosure.

 

Under the supervision and with the participation of our management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this Report.

  

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses that have been identified included our lack of (i) sufficient financial reporting and accounting personnel with appropriate knowledge of generally accepted accounting principles in the United States of America (the “U.S. GAAP”) and SEC reporting requirements to properly address complex U.S. GAAP accounting issues and to prepare and review our consolidated financial statements and related disclosures to fulfill U.S. GAAP and SEC financial reporting requirements, (ii) formal internal control policies and internal independent supervision functions to establish formal risk assessment process and internal control framework, and (iii) sufficient controls designed and implemented in IT environment and IT general control activities, which are mainly associated with areas of logical access management, change management, computer operation, service organization management as well as cyber security management. We plan to enhance our IT infrastructure by outsourcing our IT department to a provider to manage PC operations and system monitoring. Additionally, we are developing and plan to implement an enterprise resource planning system to streamline sales, inventory, financial reporting, and order management. We will devote resources to remediate these material weaknesses as we grow and such resources required for implementing proper internal controls for financial reporting are available. Our management performed additional analysis as deemed necessary to ensure that our unaudited condensed consolidated financial statements included in this Report were prepared in accordance with U.S. GAAP. Accordingly, management believes that the unaudited condensed consolidated financial statements included in this Report present fairly, in all material respects, our financial position, results of operations and cash flows of the periods presented.

 

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

 

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PART II - Other Information

 

Item 1. Legal Proceedings.

 

From time to time, we may be subject to legal proceedings arising in the ordinary course of business. Regardless of the outcome of any existing or future litigation, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.  

 

Item 1A. Risk Factors.

 

Except for the additional risk factors set forth below, there have been no material changes to our Risk Factors as disclosed in our Annual Report on Form 10-K for the year ended March 31, 2024 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, as filed with the SEC on June 28, 2024 and August 16, 2024, respectively.

 

There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq.

 

Our eligibility for listing on Nasdaq depends on our ability to comply with Nasdaq’s continued listing requirements.

 

On October 2, 2024, we received written notice from Nasdaq indicating that the bid price for our common stock for the last 31 consecutive business days, had closed below the minimum $1.00 per share and, as a result, we are not in compliance with the $1.00 minimum bid price requirement for the continued listing on Nasdaq, as set forth in Nasdaq Listing Rule 5550(a)(2).

 

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we have a period of 180 calendar days, or until March 31, 2025, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of our common stock must meet or exceed $1.00 per share for a minimum of 10 consecutive business days during this 180 day period.

 

If we are not in compliance by March 31, 2025, we may qualify for a second 180 calendar day compliance period. To qualify, we will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for Nasdaq, with the exception of the bid price requirement, and will need to provide written notice of our intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If it appears to Nasdaq that we will not be able to cure the deficiency, or we are otherwise not eligible, then Nasdaq will notify us of its determination to delist our common stock, at which point we would have an option to appeal the delisting determination to a Nasdaq hearings panel.

 

We are considering available options to regain compliance Nasdaq’s continued listing requirements. However, there can be no assurance that we will be able to regain such compliance.

 

If Nasdaq delists our common stock from trading on its exchange, we and our stockholders could face significant material adverse consequences including:

 

a limited availability of market quotations for our securities;

 

 

a determination that our common stock is a “penny stock,” which will require brokers trading in our common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our common stock;

 

  a limited amount of analyst coverage; and

 

  a decreased ability to issue additional securities or obtain additional financing in the future.

 

There is substantial doubt about our ability to continue as a going concern.

 

We believe there is substantial doubt about our ability to continue as a going concern as of the date of this Report. The going concern may be included in our future reports and could materially limit our ability to raise additional funds through the issuance of new debt or equity securities or otherwise.

 

As of September 30, 2024, we had working capital of approximately $2.3 million and cash of approximately $1.3 million. During the three and six months ended September 30, 2024, we had net loss of approximately $1.1 million and $1.3 million, respectively. During the six months ended September 30, 2024, net cash used in operating activities of the Company was approximately $9.4 million. As of September 30, 2024, we had a current portion of contractual obligation of approximately $9.6 million. We plan to alleviate the going concern risk through (i) equity financing to support the Company’s working capital; (ii) other available sources of financing (including debt) from banks and other financial institutions; and (iii) financial support from the Company’s related parties. There is no assurance that we will be successful in implementing the foregoing plans or that additional financing will be available to us on commercially reasonable terms, or at all. Our inability to secure needed financing when required could require material changes to our business plans and could have a material adverse effect on our ability to continue as a going concern and results of operations.

 

46

 

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

We did not undertake any unregistered sales of our equity securities during the quarter ended September 30, 2024.

 

During the quarter ended September 30, 2024, we did not repurchase any shares of our common stock.

 

On June 7, 2024, we closed our IPO of 2,250,000 shares of our common stock at the price of $4.00 per share, resulting in net proceeds to us of $7.9 million after deducting underwriting discounts and commissions and offering expenses. On June 25, 2024, we sold an additional 337,500 shares of common stock to the underwriters of our IPO for gross proceeds of $1.4 million upon full exercise of the underwriters’ over-allotment option. All of the shares issued and sold in our IPO were registered under the Securities Act pursuant to a registration statement on Form S-1, as amended (File No. 333-276830), which was declared effective by the Securities and Exchange Commission on May 14, 2024. The Benchmark Company, LLC acted as representative of the underwriters. We paid the underwriters in aggregate approximately $0.7 million in underwriting commissions and incurred offering expenses of approximately $0.5 million. No payments for such expenses were made to our directors or officers or their associates, holders of 10% or more of any class of our equity securities, or to our affiliates. No proceeds were used for the year ended March 31, 2024. Given the decline in sales and a weaker market demand, we launched E-bike rental business and reallocated proceeds originally intended for retail store expansion toward strategically building our inventory reserve. As of November 14, 2024, we used approximately $4.3 million, $2.5 million, and $2.5 million for purchase of inventory and production costs, software development, and working capital, respectively. As of the date of this Report, we have used all the proceeds from the IPO.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

Trading Arrangements

 

During the quarterly period ended September 30, 2024, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

 

Item 6. Exhibits

 

31.1*   Section 302 Certification of Principal Executive Officer
31.2*   Section 302 Certification of Principal Financial Officer
32.1**   Section 906 Certification of Principal Executive Officer
32.2**   Section 906 Certification of Principal Financial Officer
101.INS   Inline XBRL Instance Document.
101.SCH   Inline XBRL Taxonomy Extension Schema Document.
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

* Filed herewith
** Furnished herewith

 

47

 

 

SIGNATURES

 

In accordance with the requirements of Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  FLY-E GROUP, INC.
     
  By: /s/ Zhou Ou
    Zhou Ou
Chief Executive Officer
(Principal Executive Officer)
     
November 19, 2024    
     
  By: /s/ Shiwen Feng
    Shiwen Feng
Chief Financial Officer
(Principal Financial and Accounting Officer)
     
November 19, 2024    

 

 

48

 

 

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Exhibit 31.1

 

CERTIFICATION OF THE
PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a) AND RULE 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Zhou Ou, certify that:

 

1.I have reviewed this Quarterly Report on Form 10-Q of Fly-E Group, Inc.;

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant and its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 19, 2024 By: /s/ Zhou Ou
    Zhou Ou
    Chief Executive Officer
    (Principal Executive Officer)

 

 

Exhibit 31.2

 

CERTIFICATION OF THE
PRINCIPAL FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a) AND RULE 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Shiwen Feng, certify that:

 

1.I have reviewed this Quarterly Report on Form 10-Q of Fly-E Group, Inc.;

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant and its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 19, 2024 By: /s/ Shiwen Feng
    Shiwen Feng
    Chief Financial Officer
    (Principal Accounting and Financial Officer)

 

 

Exhibit 32.1

 

CERTIFICATION OF THE
PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Fly-E Group, Inc.(the “Company”) on Form 10-Q for the quarterly period ended September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), I, Zhou Ou, Chief Executive Officer of the Company, do hereby certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:

 

(1)The Quarterly Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

(2)The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operation of the Company as of the dates and for the periods expressed in the Quarterly Report.

 

 

Date: November 19, 2024 By: /s/ Zhou Ou  
    Zhou Ou
    Chief Executive Officer
    (Principal Executive Officer)

 

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

Exhibit 32.2

 

CERTIFICATION OF THE
PRINCIPAL FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Fly-E Group, Inc.(the “Company”) on Form 10-Q for the quarterly period ended September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), I, Shiwen Feng, Chief Financial Officer of the Company, do hereby certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

 

(1)The Quarterly Report fully complies with the requirements of Section 13(a), or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

(2)The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operation of the Company as of the dates and for the periods expressed in the Quarterly Report.

 

Date: November 19, 2024 By: /s/ Shiwen Feng 
    Shiwen Feng
    Chief Financial Officer
    (Principal Accounting and Financial Officer)

 

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

v3.24.3
Cover - shares
6 Months Ended
Sep. 30, 2024
Nov. 18, 2024
Document Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Transition Report false  
Entity Interactive Data Current Yes  
Amendment Flag false  
Document Period End Date Sep. 30, 2024  
Document Fiscal Year Focus 2025  
Document Fiscal Period Focus Q2  
Entity Information [Line Items]    
Entity Registrant Name FLY-E GROUP, INC.  
Entity Central Index Key 0001975940  
Entity File Number 001-42122  
Entity Tax Identification Number 92-0981080  
Entity Incorporation, State or Country Code DE  
Current Fiscal Year End Date --03-31  
Entity Current Reporting Status Yes  
Entity Shell Company false  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company true  
Entity Ex Transition Period false  
Entity Contact Personnel [Line Items]    
Entity Address, Address Line One 136-40 39th Avenue  
Entity Address, City or Town Flushing  
Entity Address, State or Province NY  
Entity Address, Postal Zip Code 11354  
Entity Phone Fax Numbers [Line Items]    
City Area Code (929)  
Local Phone Number 410-2770  
Entity Listings [Line Items]    
Title of 12(b) Security Common Stock, $0.01 par value per share  
Trading Symbol FLYE  
Security Exchange Name NASDAQ  
Entity Common Stock, Shares Outstanding   24,587,500
v3.24.3
Unaudited Condensed Consolidated Balance Sheets - USD ($)
Sep. 30, 2024
Mar. 31, 2024
ASSETS    
Cash $ 1,274,935 $ 1,403,514
Accounts receivable 366,838 212,804
Inventories, net 8,596,108 5,364,060
Prepayments and other receivables 2,453,340 588,660
Total Current Assets 13,170,914 8,136,208
Property and equipment, net 6,644,717 1,755,022
Security deposits 837,179 781,581
Deferred IPO costs 502,198
Deferred tax assets, net 497,939 35,199
Operating lease right-of-use assets 15,438,347 16,000,742
Intangible assets, net 527,538 36,384
Long-term prepayment for property 450,000
Total Assets 38,172,614 28,976,334
LIABILITIES AND STOCKHOLDERS’ EQUITY    
Accounts payable 365,129 1,180,796
Short-term loan payables 4,909,982
Current portion of long-term loan payables 90,809 1,213,242
Short term mortgage loan payables 1,800,000
Accrued expenses and other payables 545,206 925,389
Operating lease liabilities – current 3,149,827 2,852,744
Taxes payable 1,530,416
Total Current Liabilities 10,860,953 7,794,816
Long-term loan payables 191,128 412,817
Operating lease liabilities – non-current 13,288,194 13,986,879
Total Liabilities 24,340,275 22,194,512
Commitment and Contingencies
Preferred stock, $0.01 par value, 4,400,000 shares authorized and nil outstanding as of June 30, 2024 and March 31, 2024* [1]
Common stock, $0.01 par value, 44,000,000 shares authorized and 24,587,500 shares outstanding as of June 30, 2024 and 22,000,000 shares outstanding as of March 31, 2024* [1] 245,875 220,000
Additional Paid-in Capital 10,744,024 2,400,000
Shares Subscription Receivable (219,998) (219,998)
Retained Earnings 3,073,293 4,395,649
Accumulated other comprehensive loss (10,855) (13,829)
Total FLY-E Group, Inc. Stockholders’ Equity 13,832,339 6,781,822
Total Liabilities and Stockholders’ Equity 38,172,614 28,976,334
Related Parties    
ASSETS    
Accounts receivable – related parties 91,885 326,914
Prepayments and other receivables – related parties 387,808 240,256
Long-term prepayment for software development– related parties 1,055,980 1,279,000
LIABILITIES AND STOCKHOLDERS’ EQUITY    
Other payables – related parties $ 92,229
[1] Shares and per share data are presented on a retroactive basis to reflect the nominal share issuance on December 21, 2022 and to give effect to the stock split completed on April 2, 2024.
v3.24.3
Unaudited Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares
Sep. 30, 2024
Mar. 31, 2024
Statement of Financial Position [Abstract]    
Preferred stock, par value (in Dollars per share) $ 0.01 $ 0.01
Preferred stock, shares authorized 4,400,000 4,400,000
Preferred stock, shares outstanding
Common stock, par value (in Dollars per share) $ 0.01 $ 0.01
Common stock, shares authorized 44,000,000 44,000,000
Common stock, shares outstanding 24,587,500 22,000,000
v3.24.3
Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income - USD ($)
3 Months Ended 6 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Income Statement [Abstract]        
Revenues $ 6,824,406 $ 8,763,839 $ 14,697,832 $ 16,606,185
Cost of Revenues 3,919,952 5,002,540 8,693,744 10,122,171
Gross Profit 2,904,454 3,761,299 6,004,088 6,484,014
Operating Expenses        
Selling Expenses 2,041,435 1,618,439 3,653,930 2,701,545
General and Administrative Expenses 2,094,078 1,058,235 3,626,716 1,930,300
Total Operating Expenses 4,135,513 2,676,674 7,280,646 4,631,845
(Loss) Income from Operations (1,231,059) 1,084,625 (1,276,558) 1,852,169
Other Income (Expenses), net (53,929) 40,779 (47,411) 29,701
Interest Expenses, net (23,795) (17,969) (91,877) (50,592)
(Loss) Income Before Income Taxes (1,308,783) 1,107,435 (1,415,846) 1,831,278
Income Tax Benefit (Expense ) 165,935 (360,879) 93,490 (644,279)
Net (Loss) Income (1,142,848) 746,556 (1,322,356) 1,186,999
Other Comprehensive Income (Loss)        
Foreign currency translation adjustment 4,298 2,974
Total Comprehensive (Loss) Income $ (1,138,550) $ 746,556 $ (1,319,382) $ 1,186,999
(Losses) Earnings per Share (in Dollars per share) [1] $ (0.05) $ 0.03 $ (0.06) $ 0.05
Weighted Average Number of Common Stock        
Basic (in Shares) [1] 24,587,500 22,000,000 23,622,596 22,000,000
Diluted (in Shares) [1] 24,587,500 22,000,000 23,622,596 22,000,000
[1] Shares and per share data are presented on a retroactive basis to reflect the nominal share issuance on December 21, 2022 and to give effect to the stock split completed on April 2, 2024.
v3.24.3
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity - USD ($)
Preferred Stock
Common Stock
Additional Paid-in Capital
Shares Subscription Receivables
Accumulated Other Comprehensive Loss
Retained Earnings
Total
Balance at Mar. 31, 2023 $ 220,000 $ (219,998)   $ 2,500,427 $ 2,500,429
Balance (in Shares) at Mar. 31, 2023 [1] 22,000,000          
Net income (Loss)     440,443 440,443
Capital Contribution 2,400,000   2,400,000
Capital Contribution (in Shares) [1]            
Balance at Jun. 30, 2023 $ 220,000 2,400,000 (219,998)   2,940,870 5,340,872
Balance (in Shares) at Jun. 30, 2023 [1] 22,000,000          
Balance at Mar. 31, 2023 $ 220,000 (219,998)   2,500,427 2,500,429
Balance (in Shares) at Mar. 31, 2023 [1] 22,000,000          
Net income (Loss)             1,186,999
Balance at Sep. 30, 2023 $ 220,000 2,400,000 (219,998)   3,687,426 6,087,428
Balance (in Shares) at Sep. 30, 2023 [1] 22,000,000          
Balance at Jun. 30, 2023 $ 220,000 2,400,000 (219,998)   2,940,870 5,340,872
Balance (in Shares) at Jun. 30, 2023 [1] 22,000,000          
Net income (Loss)     746,556 746,556
Balance at Sep. 30, 2023 $ 220,000 2,400,000 (219,998)   3,687,426 6,087,428
Balance (in Shares) at Sep. 30, 2023 [1] 22,000,000          
Balance at Mar. 31, 2024 $ 220,000 2,400,000 (219,998) $ (13,829) 4,395,649 6,781,822
Balance (in Shares) at Mar. 31, 2024 [1] 22,000,000          
Net income (Loss)     (179,508) (179,508)
Issuance of common stock upon initial public offering, net $ 25,875 8,344,024 8,369,899
Issuance of common stock upon initial public offering, net (in Shares) [1]   2,587,500          
Foreign currency translation adjustment     (1,324) (1,324)
Balance at Jun. 30, 2024 $ 245,875 10,744,024 (219,998) (15,153) 4,216,141 14,970,889
Balance (in Shares) at Jun. 30, 2024 [1] 24,587,500          
Balance at Mar. 31, 2024 $ 220,000 2,400,000 (219,998) (13,829) 4,395,649 6,781,822
Balance (in Shares) at Mar. 31, 2024 [1] 22,000,000          
Net income (Loss)             (1,322,356)
Balance at Sep. 30, 2024 $ 245,875 10,744,024 (219,998) (10,855) 3,073,293 13,832,339
Balance (in Shares) at Sep. 30, 2024 [1] 24,587,500          
Balance at Jun. 30, 2024 $ 245,875 10,744,024 (219,998) (15,153) 4,216,141 14,970,889
Balance (in Shares) at Jun. 30, 2024 [1] 24,587,500          
Net income (Loss) (1,142,848) (1,142,848)
Foreign currency translation adjustment   4,298 4,298
Balance at Sep. 30, 2024 $ 245,875 $ 10,744,024 $ (219,998) $ (10,855) $ 3,073,293 $ 13,832,339
Balance (in Shares) at Sep. 30, 2024 [1] 24,587,500          
[1] Shares and per share data are presented on a retroactive basis to reflect the nominal share issuance on December 21, 2022 and to give effect to the stock split completed on April 2, 2024.
v3.24.3
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)
6 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Cash flows from operating activities    
Net (loss) income $ (1,322,356) $ 1,186,999
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:    
Depreciation expense 180,910 190,559
Amortization expense 8,846
Deferred income taxes (benefits) expenses (462,740) 189,600
Amortization of operating lease right-of-use assets 1,676,991 1,221,280
Inventories reserve 330,823 159,851
Changes in operating assets and liabilities:    
Accounts receivable (154,034) (463,949)
Accounts receivable – related parties 235,029 (203,069)
Inventories (3,562,871) (1,672,986)
Prepayments and other receivables (1,864,681) 5,223
Prepayments for operation services to related parties (180,000)
Security deposits (55,598) (78,191)
Accounts payable (815,667) 1,813,644
Accrued expenses and other payables (380,183) 33,873
Operating lease liabilities (1,516,198) (1,132,114)
Taxes payable (1,530,416) 343,148
Net cash (used in) provided by operating activities (9,412,145) 1,593,868
Cash flows from investing activities    
Purchases of equipment (1,575,936) (526,214)
Purchase of Software from a related party (500,000)
Prepayment for purchasing software from a related party (801,980)
Repayment from a related party 510,381
Advance to a related party (477,933)
Net cash used in investing activities (2,845,468) (526,214)
Cash flows from financing activities    
Advance to a related party (99,500)
Borrowing from loan payables 3,737,500 400,000
Repayments of loan payables (391,308) (335,374)
Repayments on other payables - related parties (92,229) (198,615)
Payments of related party loan (120,000)
Capital Contributions from Stockholders 136,370
Payments of IPO cost (282,403) (100,000)
Net proceeds from issuance of common stock - IPO 9,154,500
Net cash provided by (used in) financing activities 12,126,060 (317,119)
Net changes in cash (131,553) 750,535
Effect of exchange rate changes on cash 2,974
Cash at beginning of the period 1,403,514 358,894
Cash at the end of the period 1,274,935 1,109,429
Supplemental disclosure of cash flow information    
Cash paid for interest expense 91,877 50,592
Cash paid for income taxes 1,940,595 185,347
Supplemental disclosure of non-cash investing and financing activities    
Settlement of accounts payable by related parties 50,000
Settlement of accounts payable by capital contribution 2,263,630
Purchase of vehicle funded by loan 219,668 34,974
Purchase of office funded by loan 1,800,000
Purchase software and office by using previous prepayments 1,975,000
Deferred IPO cost recognized as additional paid-in capital 502,198
Termination of operating lease right-of-use assets and operating lease liabilities (280,087)
Right-of-use assets obtained in exchange for operating lease liabilities $ 1,394,682 $ 2,523,012
v3.24.3
Description of Business, Organization and Basis of Presentation
6 Months Ended
Sep. 30, 2024
Description of Business, Organization and Basis of Presentation [Abstract]  
DESCRIPTION OF BUSINESS, ORGANIZATION AND BASIS OF PRESENTATION

1 — DESCRIPTION OF BUSINESS, ORGANIZATION AND BASIS OF PRESENTATION

 

Organization and principal activities

 

Fly-E Group, Inc. (the “Company” or “Fly-E Group”) was incorporated under the laws of the State of Delaware on November 1, 2022. The Company has no substantive operations other than holding all of the issued and outstanding shares of Fly E-Bike Inc. (“Fly E-Bike”) and Fly EV, Inc. (“Fly EV”). Fly E-Bike and Fly EV were incorporated under the laws of the State of Delaware on August 22, 2022 and November 1, 2022, respectively. Fly EV has no substantive operations. The Company, through its wholly owned subsidiaries, is principally engaged in designing, installing and selling smart electric bikes (“E-bikes”), electric motorcycles (“E-motorcycles”), electric scooters (“E-scooters”), and related accessories under the brand name of “Fly E-Bike.” The Company’s principal operations and geographic markets are mainly in the United States of America (the “U.S.”). As of November   14, 2024, the Company has opened a total of 37 stores, including 36 stores, including 36 retail stores in the U.S and one    retail  store in Canada. The Company offers rental services from selected locations. The Company also operates one online store, focusing on selling E-motorcycles, E-bikes, and E-scooters. The Company plans to open another online store focusing on selling gas bikes in the future.

 

The Company’s business was initially operated under CTATE INC. (“Ctate”), a corporation formed under the laws of the State of New York in 2018. Before merging with Fly E-Bike, Ctate owned 27 companies, each of which operated a Fly E-Bike store. On September 12, 2022, Ctate and Fly E-Bike, which was a wholly-owned subsidiary of Ctate, entered into an Agreement and Plan of Merger, pursuant to which Ctate merged into and with Fly E-Bike, with Fly E-Bike being the surviving corporation (the “Merger”). As a result of the Merger, the original shareholders of Ctate became the stockholders of Fly E-Bike and subsequently effectively controlled the combined entity.

 

On December 21, 2022, Fly-E Group and Fly E-Bike entered into a Share Exchange Agreement, pursuant to which Fly-E Group acquired all of the issued and outstanding shares of Fly E-Bike by issuing its shares to the stockholders of Fly E-Bike on a one-for-one basis (the “Share Exchange”). As a result of the Share Exchange, Fly E-Bike became a wholly owned subsidiary of Fly-E Group.

 

As a result of the Merger and the Share Exchange, Fly E-Bike and its subsidiaries are under common control of Fly-E Group, resulting in the consolidation of Fly E-Bike and its subsidiaries, which was accounted as a reorganization of entities under common control at carrying value. The unaudited condensed consolidated financial statements are prepared on the basis as if the reorganization became effective as of the beginning of the first period presented in the unaudited condensed consolidated financial statements of Fly-E Group.

 

On June 7, 2024, the Company issued 2,250,000 shares of common stock, at a price of $4.00 per share in its initial public offering (“IPO”). The gross proceeds of the offering were $9.0 million, prior to deducting the underwriting discounts, commissions and offering expenses payable by the Company. In addition, the Company granted the underwriters a 30-day option to purchase an additional 337,500 shares of common stock at the initial public offering price, less underwriting discounts and commissions, to cover over-allotments. On June 25, 2024, the Company issued an additional 337,500 shares of common stock to the underwriters of its IPO for gross proceeds of $1.4 million upon full exercise of the underwriters’ over-allotment option. Net proceeds received by the Company from its initial public offering, including the exercise of the over-allotment option, were approximately $9.2 million. The Company also issued to The Benchmark Company, LLC (“Benchmark”), the representative of the underwriters warrants to purchase 129,375 shares.

 

The unaudited condensed consolidated financial statements include the financial statements of the Company and each of the following subsidiaries as of September 30, 2024.

 

Name   Background   Ownership
FLY-E GROUP, INC.  

●    A Delaware corporation

●    Incorporated on November 1, 2022

●    A holding company

  Parent Company
         
FLY EV, INC.  

●    A Delaware corporation

●    Incorporated on November 1, 2022

●    A holding Company

  100% owned by Fly-E Group, Inc.
         
FLY E-BIKE, INC.  

●    A Delaware Company

●    Incorporated on August 22, 2022

●    A holding Company

  100% owned by Fly-E Group, Inc.
         
UNIVERSE KING CORP  

●    A New York corporation

●    Incorporated on November 19, 2018

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
UFOTS CORP.  

●    A New York corporation

●    Incorporated on May 2, 2019

●    A retail store

  100% owned by Fly E-Bike, Inc.

 

ARFY CORP.  

●    A New York corporation

●    Incorporated on April 29, 2020

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
TKPGO CORP.  

●    A New York corporation

●    Incorporated on July 3, 2018

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYFLS INC  

●    A New York corporation

●    Incorporated on October 13, 2020

●    A retail store and corporate office

  100% owned by Fly E-Bike, Inc.
         
FLY37 INC  

●    A New York corporation

●    Incorporated on October 14, 2020

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FIYET INC  

●    A New York corporation

●    Incorporated on November 12, 2020

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLY GC INC.  

●    A New York corporation

●    Incorporated on November 13, 2020

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLY MHT INC.  

●    A New York corporation

●    Incorporated on December 15, 2020

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYAM INC  

●    A New York corporation

●    Incorporated on February 19, 2021

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
OFLYO INC  

●    A New York corporation

●    Incorporated on March 29, 2021

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYEBIKE INC  

●    A New York corporation

●    Incorporated on March 30, 2021

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYCLB INC  

●    A New York corporation

●    Incorporated on April 15, 2021

●    A retail store

  100% owned by Fly E-Bike, Inc.

 

FLYEBIKE NJ INC  

●    A New Jersey corporation

●    Incorporated on June 8, 2021

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
ESEBIKE INC  

●    A New York corporation

●    Incorporated on October 13, 2021

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYEBIKEMIAMI INC  

●    A Florida corporation

●    Incorporated on June 30, 2021

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
GOFLY INC  

●    A Texas corporation

●    Incorporated on July 23, 2021

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLY14 CORP.  

●    A New York corporation

●    Incorporated on September 15, 2021

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
EDISONEBIKE INC.  

●    A New York corporation

●    Incorporated on October 13, 2021

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYTRON INC.  

●    A New York corporation

●    Incorporated on November 9, 2021

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYCYCLE INC.  

●    A New York corporation

●    Incorporated on January 10, 2022

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYNJ2 INC.  

●    A New Jersey corporation

●    Incorporated on February 10, 2022

●    A retail store

  100% owned by Fly E-Bike, Inc.

 

FLYBWY INC.  

●    A New York corporation

●    Incorporated on March 2, 2022

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYCORONA INC.  

●    A New York corporation

●    Incorporated on March 9, 2022

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
MEEBIKE  

●    A New York corporation

●    Incorporated on March 25, 2022

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLY6AVE, INC.  

●    A New York corporation

●    Incorporated on April 16, 2022

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLY E BIKE NJ3, INC  

●    A New Jersey corporation

●    Incorporated on July 18, 2022

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYEBIKE BROOKLYN, INC.  

●    A New York corporation

●    Incorporated on November 2, 2022

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLY E-BIKE SAN ANTONIO INC  

●    A Texas corporation

●    Incorporated on January 1, 2023

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYEBIKE WORLD INC.  

●    A New York corporation

●    Incorporated on February 27, 2023

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLY DELIVERY INC.  

●    A New York corporation

●    Incorporated on March 2, 2023

●    A delivery store

  100% owned by Fly E-Bike, Inc.
         
FLYEBIKE MIAMI2 INC.  

●    A Florida corporation

●    Incorporated on April 13, 2023

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYDC INC.  

●    A Washington, DC corporation

●    Incorporated on May 31, 2023

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYMHT659 INC.  

●    A New York corporation

●    Incorporated on June 2, 2023

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYBX745 INC.  

●    A New York corporation

●    Incorporated on June 15, 2023

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYJH8509 INC.  

●    A New York corporation

●    Incorporated on August 30, 2023

●    A retail store

  100% owned by Fly E-Bike, Inc.

 

FLYBX2381 INC.  

●    A New York corporation

●    Incorporated on August 30, 2023

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYNJ4 INC.  

●    A New York corporation

●    Incorporated on October 4, 2023

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYTORONTO Corp.  

●    A Toronto corporation

●    Incorporated on October 18, 2023

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYLA INC.  

●    A California corporation

●    Incorporated on December 1, 2023

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FWMOTOR INC.  

●    A New York corporation

●    Incorporated on April 3, 2024

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
DCMOTOR INC.  

●    A Maryland corporation

●    Incorporated on April 9, 2024

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
AOFL LLC  

●    A New York corporation

●    Incorporated on June 25, 2024

●    A holding company

  100% owned by Fly E-Bike, Inc.
         
GOBIKE INC  

●    A New York corporation

●    Incorporated on July 16, 2024

●    A rental store

  100% owned by Fly E-Bike, Inc.
         
FLYEBIKE BOSTON INC.  

●    A Massachusetts corporation

●    Incorporated on September 1, 2024

●    A retail store

  100% owned by Fly E-Bike, Inc.  

 

Liquidity and Going Concern

 

In assessing the Company’s liquidity, 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. Debt financing from financial institutions and equity financings have been utilized to finance the working capital requirements of the Company.

 

On June 7, 2024, the Company closed the IPO of 2,250,000 shares of the common stock at the price of $4.00 per share, resulting in net proceeds to the Company of $7.9 million after deducting underwriting discounts and commissions and offering expenses. On June 25, 2024, the Company sold an additional 337,500 shares of common stock to the underwriters of the IPO for gross proceeds of $1.4 million upon full exercise of the underwriters’ over-allotment option and received net proceeds of approximately $1.2 million.

 

As of September 30, 2024, the Company had working capital of approximately $2.3 million and cash of approximately $1.3 million. During the three and six months ended September 30, 2024, the Company had net loss of approximately $1.1 million and $1.3 million, respectively. During the six months ended September 30, 2024, net cash used in operating activities of the Company was approximately $9.4 million. As of September 30, 2024, the Company had a current portion of contractual obligation of approximately $9.6 million. Management has determined there is substantial doubt about its ability to continue as a going concern. Management plans to alleviate the going concern risk through (i) equity financing to support the Company’s working capital; (ii) other available sources of financing (including debt) from banks and other financial institutions; and (iii) financial support from the Company’s related parties. There is no assurance that the Company will be successful in implementing the foregoing plans or that additional financing will be available to the Company on commercially reasonable terms, or at all. The Company’s inability to secure needed financing when required could require material changes to the Company’s business plans and could have a material adverse effect on the Company’s ability to continue as a going concern and results of operations. The unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of such uncertainties.

v3.24.3
Summary of Significant Accounting Policies
6 Months Ended
Sep. 30, 2024
Summary of Significant Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

(a) Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the U.S. (the “U.S. GAAP”) and regulations of the Securities Exchange Commission (the “SEC”).   The accompanying unaudited condensed consolidated financial statements contemplate the realization of assets and the satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of liabilities in the normal course of business are dependent on, among other things, the Company’s ability to operate profitably, to generate cash flows from operations, and its ability to attract investors and to borrow funds on reasonable economic terms. The results of operations for the six months ended September 30, 2024 are not necessarily indicative of results to be expected for any other interim period or for the full fiscal year ending March 31, 2025. Accordingly, these statements should be read in conjunction with the Company’s audited financial statements and note thereto as of and for the years ended March 31, 2024 and 2023.

 

(b) Principles of Consolidation

 

The unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries over which the Company exercises control and, when applicable, entities for which the Company has a controlling financial interest. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.

 

(c) Segment Information

 

The Company’s chief operating decision-makers (i.e., chief executive officer and his direct reports) review financial information presented on a consolidated basis, accompanied by disaggregated information about revenues by different revenues streams for purposes of allocating resources and evaluating financial performance. The Company and its subsidiaries offer E-bikes, E-motorcycles, E-scooters and other items and services in its stores. The Company’s retail operating divisions are geographically based, have similar economic characteristics and similar expected long-term financial performance. Because substantially all of the Company’s long-lived assets and revenues are located in and derived from the U.S., geographical segments are not presented. The Company’s operating segments are reported in one reportable segment. There are no segment managers who are held accountable for operations, operating results and plans for levels or components below the consolidated unit level. Based on qualitative and quantitative criteria established by Accounting Standards Codification (“ASC”) 280, “Segment Reporting”, the Company considers itself to be operating within one reportable segment.

 

(d) Use of Estimates

 

In the application of the Company’s accounting policies, management is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Significant accounting estimates include, but not limited to, useful lives of depreciable property and equipment, impairment of long-lived assets, the realization of deferred income tax assets, allowance for inventories, and discount rate for operating leases. Changes in facts and circumstances may result in revised estimates. Actual results could differ from those estimates, and as such, differences may be material to the unaudited condensed consolidated financial statements.

 

(e) Commitments and Contingencies

 

In the normal course of business, the Company is subject to loss contingencies, such as legal proceedings and claims arising out of its business, which cover a wide range of matters, including, among others, government investigations, shareholder lawsuits, and non-income tax matters.

 

An accrual for a loss contingency is recognized when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. If a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed.

 

(f) Cash

 

Cash consists of cash on hand and cash deposited with banks. The Company’s cash is maintained at financial institutions in the U.S. Deposits in these financial institutions may, from time to time, exceed the Federal Deposit Insurance Corporation’s (the “FDIC”) federally insured limit, which is $250,000. The Company has not incurred any losses in the past for amount over the FDIC limits. As of September 30, 2024 and March 31, 2024, $0.3 million and nil deposited with banks was uninsured, respectively.

 

(g) Accounts Receivable

 

Accounts receivable includes trade account due from customers. Accounts receivable is recorded at the invoiced amount less an allowance for any uncollectible accounts and does not bear interest, which is due after 30 to 90 days, depending on the credit term with the customers. Accounts receivable which is deemed to be uncollectible is charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

 

The Company adopt the current expected credit loss model (“CECL model”) to estimate the expected credit losses, which is determined by multiplying the probability of default. In determining the probability of default, the Company mainly considers factors such as aging schedule of receivables, migration rate of receivables, assessment of receivables due from specific identifiable counterparties that are considered at risk or uncollectible, current market conditions, as well as reasonable and supportable forecasts of future economic conditions.

 

There was nil and nil allowance for credit losses as of September 30, 2024 and March 31, 2024, respectively.  

 

(h) Inventories, Net

 

Inventories, consisting of products available for sale, are stated at the lower of cost or net realizable value using the first-in-first-out method. Adjustments to the carrying value are recorded for estimated obsolescence or excess inventory equal to the difference between the cost of inventory and the estimated net realizable value based upon assumptions about future demand and market conditions. Inventory cost consists of the direct cost of merchandise including freight. For the three months ended September 30, 2024 and 2023, the impairment loss was $154,751 and $6,226, respectively. For the six months ended September 30, 2024 and 2023, the impairment loss was $330,823 and $159,851, respectively.

 

(i) Prepayments and Other Receivables

 

Prepayments and other receivables are mainly prepayments to vendors, prepaid expenses paid to service providers, prepaid taxes, advances to employees, and other deposits. Management regularly reviews the aging of such balances and changes in payment and realization trends and records allowances when management believes that the collection of amounts due is at risk. Accounts considered uncollectable are written off against allowances after exhaustive efforts at collection are made. As of September 30, 2024 and March 31, 2024, no allowance against prepayments and other receivables was recorded.

 

(j) Property and Equipment, Net

 

Property and equipment are stated at cost less accumulated depreciation and any recorded impairment.

 

The estimated useful lives are as follows:

 

Machinery and equipment   5 years
Furniture and fixtures   5 years
Leasehold improvements   3 – 10 years (shorter of lease term or useful lives)
Motor vehicles   5 years
Buildings     30 years

 

Depreciation on property and equipment is calculated on the straight-line method over the estimated useful lives of the assets. The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the consolidated statements of operations. Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals, and betterments, which are expected to extend the useful life of assets, are capitalized. The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives.

 

Construction in progress

 

Direct costs that are related to the construction of property, equipment and software and incurred in connection with bringing the assets to their intended use are capitalized as construction in progress. Construction in progress is transferred to specific property, equipment and software items and the depreciation of these assets commences when the assets are ready for their intended use. In December 2023, the Company engaged DF Technology US Inc (“DFT”), a related party, for certain technology services, such as enterprise resource planning system (“ERP system”). As of September 30, 2024 and March 31, 2024, construction in progress was $1,300,000 and $275,000, respectively, and primarily relating to the cost incurred to develop the software by DFT.

 

(k)  Intangible Assets

 

Intangible asset is stated at cost less accumulated amortization and amortized in a method which reflects the pattern in which the economic benefits of the intangible asset are expected to be consumed or otherwise used up. The balance of intangible asset represents internal use software and property rights. The software is acquired externally tailored to the Company’s requirements. The Company capitalizes the costs associated with design, development, acquisition and maintenance of its acquired intangible assets and amortizes these assets over their remaining useful lives on a straight-line basis. Any further payments made to maintain or develop these assets would be capitalized and amortized over the balance of the useful life for the assets. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in the estimate being accounted for on a prospective basis.

 

The estimated useful lives of intangibles assets are as follows:

 

Property rights   5-20 years
Software     5 years

 

(l) Impairment of Long-lived Assets

 

At the end of each reporting period, the Company reviews the carrying amounts of its property, plant and equipment, intangible assets subject to amortization, and right-of-use assets, to determine whether there is any indication that the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company will reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. As of September 30, 2024 and March 31, 2024, no impairment of long-lived assets was recognized.

 

(m) Deferred IPO Costs

 

The Company complies with the requirements of FASB ASC Topic 340-10-S99-1, “Other Assets and Deferred Costs — SEC Materials” (“ASC 340-10-S99”) and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”. Deferred IPO costs consist of underwriting, legal, accounting and other professional expenses incurred through the balance sheet date that are directly related to the initial public offering of the Company and that will be charged to additional paid in capital upon the completion of the offering. Total deferred offering cost of $502,198 was charged to additional paid-in-capital upon IPO.

 

(n) Fair Value Measurements

 

Fair value is defined as the price that would be received for an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. Valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. When determining the fair value measurements for assets and liabilities, the Company considers the principal or most advantageous market in which it would transact and consider assumptions that market participants would use when pricing the asset or liability. The following summarizes the three levels of inputs required to measure fair value, of which the first two are considered observable and the third is considered unobservable:

 

  Level-1 Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

  Level-2 Include other inputs that are directly or indirectly observable in the marketplace.

 

  Level-3 Unobservable inputs which are supported by little or no market activity.

 

The fair value for certain assets and liabilities such as cash, accounts receivable, other receivables, prepayments and other current assets, short-term loans, accounts payable, contract liabilities, accrued expenses and other payables, and tax payables have been determined to approximate carrying amounts due to the short maturities of these instruments. The Company believes that its long-term loan to a third party approximates the fair value based on current yields for debt instruments with similar terms. The Company and its subsidiaries did not have any non-financial assets or liabilities that are measured at fair value on a recurring basis as of September 30, 2024 and March 31, 2024.

 

(o) Revenue Recognition

 

The Company follows the revenue accounting requirements of Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. The core principle underlying the revenue recognition of this ASC allows the Company to recognize revenue that represents the transfer of products and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This will require the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of products and services transfers to a customer.

 

To achieve that core principle, the Company applies a five-step model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.

 

Product revenue — Performance obligation satisfied at point in time

 

The Company generates substantially all its revenues from sales of products such as smart E-bikes, E-motorcycles, E-scooters and accessories to the retail and wholesale customers through its wholly owned subsidiaries stores. In accordance with ASC 606, the Company’s performance obligations are satisfied upon the control of products being passed to the customer, which is the point in time that the customers are able to direct the use of and obtain substantially all of the economic benefit of the products or services. The transfer of control typically occurs at a point in time based on consideration of when the customer has an obligation to pay for the products, and physical possession of, legal title to, and the risks and rewards of ownership of the products have been transferred, and the customer has accepted the products. Revenue is recognized net of estimates of variable consideration, including product returns, customer discounts and allowance. which occurs at the point of sale, or the services have been rendered. Historically, the Company has not experienced any significant returns nor provided significant customer discounts.

 

The Company offers an assurance-type warranty to its customers. An assurance-type warranty guarantees that the product will perform as promised and is not a performance obligation. This type of warranty promises to repair or replace a delivered good or service if it does not perform as expected. Since an assurance-type warranty guarantees the functionality of a product, the warranty is not accounted for as a separate performance obligation, and thus no transaction price is allocated to it. Rather, to account for an assurance-type warranty the vendor should estimate and accrue a warranty liability when the promised good or service is delivered to the customer (see ASC 460-10).

 

Since the contract price and term are fixed and enforceable, and an assurance-type warranty guarantees the functionality of a product, and the warranty is not accounted for as a separate performance obligation, no transaction price is allocated to it. The Company recognizes sales in full at the point in time when the products are delivered or accepted by the customers, in accordance with the acceptance term specified in the contract. The Company records estimated future warranty costs under ASC 460. Such estimated costs for warranties are estimated at the time of delivery and these warranties are not service warranties separately sold by the Company. Generally, the estimated claim rates of warranty are based on actual warranty experience or the Company’s best estimate. The Company accrued $31,036 and $27,714 of warranty reserves under accrued expenses and other payables as of September 30, 2024 and March 31, 2024, respectively. The Company has no contract assets and contract liabilities balances as of September 30, 2024 and March 31, 2024, respectively.

 

Disaggregated information of revenues by business lines are as follows:

  

   For the Three Months Ended
September 30,
   For the Six Months Ended
September 30,
 
   2024   2023   2024   2023 
Revenues-retail  $5,923,576   $6,768,828   $12,793,994   $12,937,001 
Revenues-wholesale   900,830    1,995,011    1,903,838    3,669,184 
Net revenues  $6,824,406   $8,763,839   $14,697,832   $16,606,185 

 

(p) Selling Expenses

 

Selling expenses mainly consist of advertising costs, marketing referring expenses and payroll and related expenses for personnel engaged in selling and marketing activities. Advertising expenses, which consist primarily of online and offline advertisements, are expenses when the services are received. The advertising expenses were $129,542 and $14,339 for the three months ended September 30, 2024 and 2023, respectively. The advertising expenses were $198,061 and $26,066 for the six months ended September 30, 2024 and 2023, respectively.

 

(q) Research and Development Expenses

 

Research and development expenses include salaries for the Company’s research and development personnel, as well as related development expenses paid to the third-party development team. The Company recognizes internal use software acquired and internally developed in accordance with ASC 350-40 “Software—internal use software”. The Company expenses all costs that are incurred in connection with the planning and implementation phases of development, and costs that are associated with maintenance of the existing software for internal use. Certain costs associated with developing internal-use software are capitalized when such costs are incurred within the application development stage of software development. As a result, the Company expensed the development costs of the Fly E-Bike app as they incurred. For the three months ended September 30, 2024 and 2023, development costs amounted to $163,866 and $7,460, respectively, which were recorded under general and administrative expenses. For the six months ended September 30, 2024 and 2023, development costs amounted to $309,448 and $7,460, respectively, which were recorded under general and administrative expenses.

 

(r) Income Taxes

 

Current income taxes are provided based on net income/(loss) for financial reporting purposes and adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions.

 

Deferred taxes are accounted for using the asset and liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the unaudited condensed consolidated financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets (the “DTAs”) are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized.

 

Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized, or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. DTAs are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the DTAs will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

 

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. The tax returns filed in 2018 to 2023 are subject to examination by any appropriate tax authorities. For the three months ended September 30, 2024 and 2023, the Company accrued $38,246 and $30,645 income tax related penalty included in current income taxes expenses, respectively. For the six months ended September 30, 2024 and 2023, the Company accrued $98,322 and $73,817 income tax related penalty included in current income taxes expenses, respectively.

 

(s) Leases

 

The Company accounts for leases in accordance with ASC 842. The Company leases premises for offices, warehouses, and retail stores under non-cancellable operating leases.

 

The Company recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms. Leases with an initial term of 12 months or less are short-term leases and not recognized as operating lease right-of-use assets and operating lease liabilities on the unaudited condensed consolidated balance sheets. The Company recognizes lease expense for short-term leases on a straight-line basis over the lease term.

 

Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs needed to restore the underlying assets, and less any lease incentives received. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in the unaudited condensed consolidated balance sheets.

 

Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.

 

Lease liabilities are initially measured at the present value of the lease payments, which comprise fixed payments, in-substance fixed payments, variable lease payments which depend on an index or a rate. The lease payments are discounted using the interest rate implicit in a lease if that rate can be readily determined. If that rate cannot be readily determined, the Company uses the lessee’s incremental borrowing rate. Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in a lease term or a change in future lease payments resulting from a change in an index or a rate used to determine those payments, the Company remeasures the lease liabilities with a corresponding adjustment to the right-of-use-assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. Lease liabilities are presented on a separate line in the unaudited condensed consolidated balance sheets.

 

Variable lease payments that do not depend on an index or a rate are recognized as expenses in the periods in which they are incurred.

 

(t) Concentration Risk

 

Concentration of customers and suppliers

 

No customers individually represented greater than 10% of total net revenues of the Company for the three and six months ended September 30, 2024 and 2023.

 

For the three months ended September 30, 2024, the Company’s top three suppliers represented 49%, 20%, and 17% of total purchases of the Company, respectively. For the three months ended September 30, 2023, the Company’s top three suppliers represented 31%, 20%, and 19% of total purchases of the Company, respectively. For the six months ended September 30, 2024, the Company’s top three suppliers represented 44%, 30% and 11% of total purchases of the Company, respectively. For the six months ended September 30, 2023, the Company’s top three suppliers represented 34%, 20% and 13% of total purchases of the Company, respectively. As of September 30, 2024, two suppliers accounted for 82% and 16% of accounts payable balance, respectively. As of March 31, 2024, three suppliers accounted for 31%, 26%, and 23% of accounts payable balance, respectively.

 

Concentration of credit risk

 

Financial instruments that are potentially subject to credit risk consist principally of accounts receivable. The Company believes the concentration of credit risk in its account receivable is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends, and other information. Historically, the Company did not have any bad debt on its account receivable.

 

Financial instruments that potentially expose the Company to concentrations of credit risk consist principally of cash and cash equivalents, term deposits, restricted cash, short-term investments, and accounts receivable, net. The Company’s investment policy requires cash and cash equivalents, term deposits, restricted cash, and short-term investments to be placed with high-quality financial institutions and to limit the amount of credit risk from any one issuer. The Company regularly evaluates the credit standing of the counterparties or financial institutions.

 

(u) Related Parties

 

A related party is generally defined as (i) any person and or their immediate family hold 10% or more of the Company’s securities (ii) the Company’s management and/or their immediate family, (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. Related parties may be individuals or corporate entities. 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.

 

(v) Earnings Per Share

 

The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average common stock outstanding for the period. Diluted EPS takes into account the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised and converted into ordinary shares. Potential shares of common stock that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

 

For the three and six months ended September 30, 2024, the Company had potential shares of common stock issuable upon the exercise of the Representative’s Warrants (as defined below). As the Company incurred losses for the three and six months ended September 30, 2024, these potential shares of common stock were anti-dilutive and excluded from the calculation of diluted net loss per share. For the three and six months ended September 30, 2024, there were no dilutive shares.

 

(w) Foreign Currencies Translation

 

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 statement of operations. The reporting currency of the Company is United States Dollar ($). The Company’s subsidiary in Canada maintains its books and records in its local currency, Canadian dollar (CAD), which is the functional currency for this subsidiary as it is the primary currency of the economic environment in which this entity operates.

 

In general, for consolidation purposes, assets and liabilities of subsidiaries whose functional currency is not United States Dollar are translated into United States Dollar in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.

  

(x) Representative’s Warrants

 

Upon the closing of the IPO in June 2024, the Company issued to Benchmark underwriters warrants (the “Representative’s Warrants”) to purchase 129,375 shares of common stock which warrants are also exercisable on a cashless basis. The Company accounts for these warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification ASC 480, Distinguishing Liabilities from Equity and ASC 815, Derivatives and Hedging. The Company accounts for its warrants as equity that meet all of the criteria (i) require physical settlement or net-share settlement or (ii) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement), the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance and subsequent changes in fair value are not recognized as long as the warrants continue to be classified as equity.  

 

(y) Recent Accounting Pronouncements

 

The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued. Under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Company meets the definition of an emerging growth company and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies.

 

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” This guidance requires a public entity to disclose for each reportable segment, on an interim and annual basis, the significant expense categories and amounts that are regularly provided to the chief operating decision-maker (“CODM”) and included in each reported measure of a segment’s profit or loss. Additionally, it requires a public entity to disclose the title and position of the individual or the name of the group or committee identified as the CODM. This guidance is effective for fiscal years beginning after December 31, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and the guidance should be applied retrospectively to all periods presented in the financial statements, unless it is impracticable. The Company plans to adopt the provisions of this guidance for the fiscal year ending March 31, 2025.

 

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” This guidance requires a public entity to disclose in their rate reconciliation table additional categories of information about federal, state and foreign income taxes and to provide more details about the reconciling items in some categories if the items meet a quantitative threshold. The guidance also requires all entities to disclose annually income taxes paid (net of refunds received) disaggregated by federal (national), state and foreign taxes and to disaggregate the information by jurisdiction based on a quantitative threshold. This guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted, and this guidance should be applied prospectively but there is the option to apply it retrospectively. The Company plans to adopt the provisions of this guidance for the fiscal year ending March 31, 2026.

 

Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated balance sheets, statements of operations and comprehensive loss and statements of cash flows.

v3.24.3
Inventories, Net
6 Months Ended
Sep. 30, 2024
Inventories, Net [Abstract]  
INVENTORIES, NET

3 — INVENTORIES, NET

 

Inventories, net consisted of the following:

 

   September 30,
2024
   March 31,
2024
 
Batteries  $2,546,143   $1,009,228 
Electric Vehicles   4,152,741    2,634,643 
Tires   706,053    687,927 
Accessories   1,813,794    1,546,283 
Inventories   9,218,731    5,878,081 
Inventory reserves   (622,623)   (514,021)
Inventories, net  $8,596,108   $5,364,060 

 

Movements of inventory reserves are as follows:

 

   September 30,
2024
   September 30,
2023
 
Beginning balance  $514,021   $431,363 
Addition   330,823    159,851 
Write off   (222,221)   (169,750)
Ending Balance  $622,623   $421,464 

 

As of September 30, 2024 and March 31, 2024, the inventory allowance balance was $622,623 and $514,021, respectively. For the three months ended September 30, 2024 and 2023, the impairment loss was $154,751 and $6,226, respectively. For the six months ended September 30, 2024 and 2023, the impairment loss was $330,823 and $159,851, respectively.

v3.24.3
Prepayments and Other Receivables
6 Months Ended
Sep. 30, 2024
Prepayments and Other Receivables [Abstract]  
PREPAYMENTS AND OTHER RECEIVABLES

4 — PREPAYMENTS AND OTHER RECEIVABLES

 

Prepayments and other current assets as of September 30, 2024 and March 31, 2024 consisted of the following:

 

   September 30,
2024
   March 31,
2024
 
Prepaid rent  $188,829   $179,792 
Prepayments to vendors   1,672,196    143,018 
Prepaid iCloud Server   
    1,747 
Prepaid insurance   318,125    237,207 
Prepaid income tax   48,124    

 
Prepayments to other service providers   226,066    26,896 
Total Prepayment and Other Receivables  $2,453,340   $588,660 

 

As of September 30, 2024 and March 31, 2024, the prepayments to vendors were $1.7 million and $0.1 million, respectively. The increase in prepayments to vendors was primarily due to the Company’s anticipation of growth in future sales and rental services. The Company plans to purchase more E-vehicles and related accessories from oversea vendors to support the expansion in retail and rental markets. These prepayments to vendors are expected to be settled by the end of December 2024.

v3.24.3
Property and Equipment, Net
6 Months Ended
Sep. 30, 2024
Property and Equipment, Net [Abstract]  
PROPERTY AND EQUIPMENT, NET

5 — PROPERTY AND EQUIPMENT, NET

 

Property and equipment as of September 30, 2024 and March 31, 2024 consisted of the following:

 

   September 30,
2024
   March 31,
2024
 
Furniture & Fixtures  $407,201   $400,558 
Machinery & Equipment   254,594    212,317 
Automobile   655,628    306,607 
Leasehold improvements   961,318    976,870 
Building     3,663,215    
 
Construction in progress-Software   1,300,000    275,000 
Property and Equipment   7,241,956    2,171,352 
Less: Accumulated depreciation   (597,239)   (416,330)
Property and Equipment, net  $6,644,717   $1,755,022 

 

For the three months ended September 30, 2024 and 2023, the depreciation expenses were $85,859 and $126,891, respectively. For the six months ended September 30, 2024 and 2023, the depreciation expenses were $180,910 and $190,559, respectively.

 

In December 2023, the Company engaged DFT, a related party, for certain technology services, such as ERP system. The total contract price for the ERP system is $2,500,000, subject to adjustments. The final delivery of the ERP system is scheduled for May 10, 2025, subject to adjustments mutually agreed upon by the parties in response to any changes in project scope or unforeseen delays. As of September 30, 2024 and March 31, 2024, the accumulative payments to DFT for development of the ERP system were $2,355,980 and $1,554,000, respectively. As of September 30, 2024 and March 31, 2024, construction in progress was $1,300,000 and $275,000, respectively, and primarily relating to the cost incurred to develop the software by DFT. As of September 30, 2024 and March 31, 2024, the Company had a prepayment of $1,055,980 and $1,279,000, respectively, to DFT (see Note 13 – Long-term prepayment for software development – related parties, net).

 

On August 12, 2024, the Company entered into a purchase agreement with He’s Realty Holdings LLC (the “Seller”), a third party, to purchase an office property. The final purchase price of the property was $3,594,000 and closing cost was $69,215. The Company paid $628,211 in cash to the Seller, withdrew $1,235,004 from its line of credit with Peapack-Gladstone Bank, and financed the remaining $1,800,000 through a loan from the Seller with an annual interest rate of 6.5%. This loan requires interest-only payments, with the full principal due within one year(see Note 8 – Loan payable).

v3.24.3
Intangible Assets, Net
6 Months Ended
Sep. 30, 2024
Intangible Assets, Net [Abstract]  
INTANGIBLE ASSETS, NET

6 — INTANGIBLE ASSETS, NET

 

Intangible assets as of September 30, 2024 and March 31, 2024 consisted of the following:

 

   September 30,
2024
   March 31,
2024
 
Property rights  $38,032   $38,032 
GO FLY App     500,000    
 
Total Intangible assets   538,032    38,032 
Less: Accumulated Amortization     (10,494)   (1,648)
Intangible assets, net  $527,538   $36,384 

 

For the three months ended September 30, 2024 and 2023, the amortization expenses were $7,895 and nil, respectively. For the six months ended September 30, 2024 and 2023, the amortization expenses were $8,846and nil, respectively.  

 

In July 2024, the Company engaged DFT, a related party, to develop of a new APP, GO FLY APP, for the rental business. The total contract price for the GO FLY APP is $500,000, and the GO FLY APP was delivered on September 5, 2024.

v3.24.3
Accrued Expenses and Other Payables
6 Months Ended
Sep. 30, 2024
Accrued Expenses and Other Payables [Abstract]  
ACCRUED EXPENSES AND OTHER PAYABLES

7 — ACCRUED EXPENSES AND OTHER PAYABLES

 

   September 30,
2024
   March 31,
2024
 
Accrued payroll  $68,452   $121,120 
Advances from customers   32,687    25,099 
Advances from IGH Holding Inc   49,000    49,000 
Accrued warranty   31,036    27,714 
Payroll tax and sales tax payable   139,773    245,226 
Accrued store expenses   61,075    21,975 
Accrued IPO offering cost   
    225,000 
Accrued freight in cost   163,183    107,255 
Accrued professional fee   
    103,000 
Accrued Expenses and Other Current Liabilities  $545,206   $925,389 
v3.24.3
Loan Payable
6 Months Ended
Sep. 30, 2024
Loan Payable [Abstract]  
LOAN PAYABLE

8 — LOAN PAYABLE

 

A summary of the Company’s loans is listed as follows:

 

Lender   Due Date   September 30,
2024
    March 31,
2024
 
Chase Bank(i)     October 25, 2027      
      176,366  
Chase Bank(ii)   January 12, 2028     301       56,580  
Chase Bank(vii)   September 28, 2028      
      221,197  
Leaf Capital Funding, LLC(iii)   September 30, 2027     40,845       46,856  
Sinoelite Corp(iv)   April 03, 2024    
      100,000  
Automobile Loan – Honda(v)   June 25, 2027     24,635       28,833  
Bank of Hope(vi)   September 15, 2024    
      391,227  
Bank of Hope(vi)   September 22, 2024    
      400,000  
Bank of Hope(vi)   December 12, 2024      
      205,000  
He's Realty Holdings LLC(viii)   August 11, 2025     1,800,000      
 
Milea Truck Sales of Queens Inc. (ix)   August 22, 2027     125,061      
 
Milea Truck Sales of Queens Inc. (ix)   July 26, 2027     91,095      
 
Peapack-Gladstone Bank(x)   August 31, 2025     4,909,982      
 
Total loan payables         6,991,919       1,626,059  
Short-term loan payables         (4,909,982 )      
Short-term mortgage loan payables         (1,800,000 )      
Current portion of long-term loan payables         (90,809 )     (1,213,242 )
Long-term loan payables       $ 191,128     $ 412,817  

 

(i) On October 25, 2022, the Company’s subsidiary, Universe King Corp. obtained a five-year long-term loan of $230,000 from JPMorgan Chase Bank, N.A. with an annual interest rate of 10.35%. Mr. Ke Zhang, the Company’s Chief Human Resource Officer, provided a guarantee on this loan. To secure payment and performance of the liabilities, Universe King Corp. pledged to JPMorgan Chase Bank, N.A., a continuing security interest in all of its right, title and interest in all of its properties, whether now owned or hereinafter acquired and whether now existing or hereafter arising. On August 9, 2024, the Company paid off this loan in full.

 

(ii) On January 12, 2023, the Company’s subsidiary, Arfy Corp. obtained a five-year long-term loan of $70,000 from JPMorgan Chase Bank, N.A. with an annual interest rate of 9.8%. Mr. Tong Chen, an original stockholder of the Company, provided a guarantee on this loan. To secure payment and performance of the liabilities, Arfy Corp. pledged to JPMorgan Chase Bank, N.A., a continuing security interest in all of its right, title and interest in all of its properties, whether now owned or hereinafter acquired and whether now existing or hereafter arising. On August 9, 2024, the Company paid $52,069 and as of September 30, 2024, the outstanding balance is $301.

 

(iii) On August 24, 2022, Universe King Corp. obtained a five-year long-term loan of $63,674 from Leaf Capital Funding, LLC with an annual interest rate of 7.0%. The collateral provided included the Fuso trucks, whether now owned or hereafter acquired by Universe King Corp., and together with all accessories, accessions, attachments thereto, and all other substitutions, renewals, replacements and improvements and all proceeds of the foregoing. As of September 30, 2024, the outstanding balance is $40,845. From October 1 to November 14, 2024, the Company paid $2,523 on principal and interest of the loan.

 

(iv) On January 3, 2023, Fly E-Bike, Inc. obtained a one-year and three-month long-term loan of $100,000 from Sinoelite Corp with no interest. On April 25, 2024, the Company paid off this loan in full.

 

(v) On June 12, 2023, Flyebikemiami Inc obtained a four-year long-term loan of $34,974 from AutoNation Honda Miami Lakes with an annual interest rate of 3.98%. The collateral provided was the Honda vehicle purchased by Flyebikemiami Inc. As of September 30, 2024, the outstanding balance is $24,635. From October 1 to November 14, 2024, the Company paid $1,579 on principal and interest of the loan.

 

(vi) On September 20, 2023, Fly-E Group, Inc obtained a line of credit of $1,000,000 from Bank of Hope with a floating annual interest rate, currently at 8.5%. On the same date, the Company withdrew $391,226 from Bank of Hope to pay off the loan balance with Flushing Bank as of September 15, 2023. On September 22, 2023 and December 12, 2023, the Company withdrew $400,000 and $205,000, respectively, from Bank of Hope to support its business operations. Mr. Zhou Ou, the Company’s Chief Executive Officer, and Mr. Ke Zhang, the Company’s Chief Human Resource Officer, provided a guarantee on this loan. To secure payment and performance of the liabilities, Fly-E Group pledged to Bank of Hope the following items: inventory, chattel paper, accounts, equipment, and general intangibles of first 29 incorporated subsidiaries of the Company. On August 9, 2024, the Company paid off this loan in full.

 

(vii) On October 2, 2023, the Company’s subsidiary, Fly14 Corp. obtained a five-year long-term loan of $240,000 from JPMorgan Chase Bank, N.A. with an annual interest rate of 10.40%. To secure payment and performance of the liabilities, Fly14 Corp. pledged to JPMorgan Chase Bank, N.A., a continuing security interest in all of its rights, title and interest in all of its properties, whether now owned or hereinafter acquired and whether now existing or hereafter arising. On August 9, 2024, the Company paid off this loan in full.

 

(viii) On August 13, 2024, the Company’s subsidiary, AOFL LLC, obtained a one-year short-term loan of $1,800,000 from He's Realty Holdings LLC with an annual interest rate of 6.5%. The principal amount shall be paid to He's Realty Holdings LLC in one or more installments on or before August 11, 2025, and during the one-year borrowing period, AOFL LLC only needs to pay interest of $9,750 to He's Realty Holdings LLC on a monthly basis. The collateral provided was the office purchased by AOFL LLC. As of September 30, 2024, the outstanding balance is $1,800,000. From October 1 to November 14, 2024, the Company paid $19,500 on interest of the loan.    

 

(ix)

On August 22, 2024, Fly E-Bike, Inc. obtained a three-year long-term loan of $128,132 from Milea Truck Sales of Queens Inc. with an annual interest rate of 9.90%. The collateral provided was the FTR 2025 vehicle purchased by Fly E-Bike, Inc. As of September 30, 2024, the outstanding balance is $125,061. From October 1 to November 14, 2024, the Company paid $8,257 on principal and interest of the loan.

 

On July 26, 2024, Fly E-Bike, Inc. obtained a three-year long-term loan of $96,506 from Milea Truck Sales of Queens Inc. with an annual interest rate of 7.03%. The collateral provided was the NRR-CAB 2025 vehicle purchased by Fly E-Bike, Inc. As of September 30, 2024, the outstanding balance is $91,095. From October 1 to November 14, 2024, the Company paid $5,962 on principal and interest of the loan.

 

(x) On August 5, 2024, Fly-E Group, Inc obtained a line of credit of $5 million from Peapack-Gladstone Bank with a floating annual interest rate and the current annual interest rate is 8.8%. On August 5, 2024, the Company withdrew from this line of credit to pay off the outstanding principal and interest of loans from Bank of Hope in total of $996,476 and the loan from JPMorgan Chase Bank, N.A obtained by Fly14 Corp in total of $208,601. On August 6, 2024, the Company withdrew in total $214,905 from this line of credit to pay off the outstanding principal and interest of loans from JPMorgan Chase Bank, N.A. From August 7, 2024 to August 19, 2024, the Company withdrew $3,490,000 from the line of credit. Mr. Zhou Ou, the Company’s Chief Executive Officer, and Mr. Ke Zhang, the Company’s Chief Human Resource Officer, provided a guarantee on this loan. To secure payment and performance of the liabilities, Fly-E Group granted Peapack-Gladstone Bank a continuing lien on and security interest in all assets of the Company, including accounts, chattel paper, documents, instruments, inventory, general intangibles, equipment, fixtures, deposit accounts, goods, letter-of-credit rights, supporting obligations, investment property, commercial tort claims, property in the Lender's possession, additions, and proceeds of first 39 incorporated subsidiaries of the Company. From October 1 to November 14, 2024, the Company paid $102,703 on interest of the line of credit.

 

For the three months ended September 30, 2024 and 2023, the total interest expenses on the Company’s outstanding loans amounted to $23,795 and $17,969, respectively. For the six months ended September 30, 2024 and 2023, the total interest expenses on the Company’s outstanding loans amounted to $91,877 and $50,592, respectively.

v3.24.3
Stockholder’s Equity
6 Months Ended
Sep. 30, 2024
Stockholder’S Equity [Abstract]  
STOCKHOLDER’S EQUITY

9 — STOCKHOLDER’S EQUITY

 

Prior to the effectiveness of the stock split discussed below, the Company was authorized to issue 400 shares of common stock having a par value of $0.01 per share and 40 shares of preferred stock having a par value of $0.01 per share. There were 200 shares of common stock were issued and outstanding prior to the effectiveness of the stock split.

 

On March 27, 2024, the Company’s board of directors approved a 1-for-110,000 stock split of the Company’s capital stock. The stock split became effective on April 2, 2024. The par value of the Company’s common stock remained unchanged at $0.01 per share, and the number of authorized shares of the Company’s capital stock was increased from 440 to 48,400,000, with the number of authorized shares of common stock and preferred stock being increased from 400 to 44,000,000 and from 40 to 4,400,000, respectively.

 

On June 7, 2024, the Company completed its initial public offering and issued 2,250,000 shares of common stock, at a price of $4.00 per share. The gross proceeds of the offering were $9.0 million, prior to deducting the underwriting discounts, commissions and offering expenses payable by the Company. In addition, the Company granted the underwriters a 30-day option to purchase an additional 337,500 shares of common stock at the initial public offering price, less underwriting discounts and commissions, to cover over-allotments. On June 25, 2024, the Company issued an additional 337,500 shares of common stock to the underwriters for gross proceeds of $1.4 million upon full exercise of the underwriters’ over-allotment option. Net proceeds received by the Company from the initial public offering, including the exercise of over-allotment option, were approximately $9.2 million.

 

Upon the closing of IPO offering in June 2024, the Company issued to Benchmark the representative of the underwriters warrants to purchase 129,375 shares of common stock. The Representative’s Warrants have an exercise price equal to $4.00 per share and are exercisable until the date on June 7, 2029, after the date of commencement on December 7, 2024. The Representative’s Warrants are also exercisable on a cashless basis. As the Representative’s Warrants are considered indexed to the Company’s own stock and meet the criteria for equity classification according to ASC :815-40, the Representative’s Warrants are classified as equity.

 

The fair value of the warrant, using the Black-Scholes Model on the date of issuance was $274,472. The key inputs into the Black-Scholes Model variables were as follows at measurement date:

 

   June 7,
2024
 
Stock price  $4.00 
Risk-free interest rate   4.46%
Volatility   56.52%
Exercise price  $4.00 
Dividend yield  $0 

 

As of September 30, 2024 and March 31, 2024, the subscription receivable represents the unpaid capital contribution of $219,998 by the stockholders.

 

During the six months ended September 30, 2023, Mr. Ou paid certain vendors of the Company to settle certain accounts payable balance on behalf the Company. On June 30, 2023, the Company transferred $2.26 million, a portion of the accounts payable balance, along with a cash contribution of $0.14 million from Mr. Zhou Ou as capital contribution (see Note 13). As of June 30, 2023, a total of $2.4 million were transferred and recorded as capital contribution (see Note 13).

v3.24.3
Income Tax
6 Months Ended
Sep. 30, 2024
Income Tax [Abstract]  
INCOME TAX

10 — INCOME TAX  

 

(a) Income Tax Expense

  

Income tax benefit for the three months ended September 30, 2024 was $0.2 million, and income tax expense for the three months ended September 30, 2023 amounted to $0.4 million. Income tax benefit for the six months ended September 30, 2024 was $93,490, and income tax expense for the six months ended September 30, 2023 amounted to $0.6 million. Significant components of the provision for income taxes are as follows:

 

   For the Six Months Ended
September 30,
 
   2024   2023 
Current        
Federal  $151,731   $124,914 
State   102,626    182,296 
City   114,796    147,469 
Deferred          
Federal   (273,000)   138,400 
State   (114,000)   33,700 
City   (71,000)   17,500 
Foreign   (4,643)   
 
Total  $(93,490)  $644,279 

 

The provision for income taxes is based on the following pretax income (loss):

 

   For the Six Months Ended
September 30,
 
   2024   2023 
U.S.  $(1,394,039)  $1,831,278 
Canada   (21,807)   
-
 
Total  $(1,415,846)  $1,831,278 

 

For the three months ended September 30, 2024, the total pre-tax loss was $1.3 million, which included $1.3 million pre-tax loss in the U.S. and $14,582 pre-tax loss in Canada. For the three months ended September 30, 2023, the total pre-tax income was $1.1 million all of which was generated in the U.S. For the six months ended September 30, 2024, the total pre-tax loss was $1.4 million, which included $1.4 million pre-tax loss in the U.S. and $21,807 pre-tax loss in Canada. For the six months ended September 30, 2023, the total pre-tax income was $1.8 million all of which was generated in the U.S.

 

The following table reconciles to the Company’s effective tax rate:

 

   For the Six Months Ended
September 30
 
   2024   2023 
Pre-tax book (loss) income  $(1,415,846)  $1,831,278 
Federal Statutory rate   21.0%   21.0%
State income tax rate, net of federal income tax benefit   4.1%   6.0%
City income tax rate, net of federal income tax benefit   3.8%   3.9%
Foreign statutory rate   0.1%   
 
Permanent differences   (10.2)%   4.4%
Return to project adjustment   (12.2)%   (0.1)%
Total   6.6%   35.2%

 

Penalties and interest incurred related to underpayment of income tax are classified as income tax expenses in the period incurred. For the three months ended September 30, 2024 and 2023, the Company accrued $38,246 and $30,645 income tax related penalty included in taxes payable in the unaudited condensed consolidated balance sheets, respectively. For the six months ended September 30, 2024 and 2023, the Company accrued $98,322 and $73,817 income tax related penalty included in taxes payable in the unaudited condensed consolidated balance sheets, respectively.

 

United States

 

Income tax benefit for the three months ended September 30, 2024 amounted to $0.2 million and income tax expense for the three months ended September 30, 2023 amounted to $0.4 million. Income tax benefit for the six months ended September 30, 2024 amounted to $88,847 and income tax expense for the six months ended September 30, 2023 amounted to $0.6 million.

 

Significant components of the provision for income taxes are as follows:

 

   For the Six Months Ended
September 30,
 
   2024   2023 
Current        
Federal  $151,731   $124,914 
State   102,626    182,296 
City   114,796    147,469 
Deferred          
Federal   (273,000)   138,400 
State   (114,000)   33,700 
City   (71,000)   17,500 
Total  $(88,847)  $644,279 

 

Canada

 

Fly Toronto Corp, a subsidiary of the Company, was formed under the laws of Canada and conducts its business primarily in Canada.

 

Income tax benefit for the three months ended September 30, 2024 and 2023 amounted to $4,643 and nil, respectively. Income tax benefit for the six months ended September 30, 2024 and 2023 amounted to $631 and nil, respectively. Significant components of the provision for income taxes are as follows:

 

   For the Six Months Ended
September 30
 
   2024   2023 
Current          
Federal  $
   $
 
State   
    
 
City   
    
 
Deferred          
Federal   (2,628)   
 
State   (2,015)   
 
City   
    
 
Total  $(4,643)  $
 

 

(b) Deferred Tax Assets (Liabilities)

 

Net DTAs as of September 30, 2024 and March 31, 2024 amounted to $497,939 and $35,199, respectively. Significant components of DTAs (DTLs), net are as follows:

 

   As of
September 30,
2024
   As of
March 31,
2024
 
Net operating loss carry forwards  $447,524   $40,332 
Inventory reserve   224,000    186,000 
Lease liability   5,599,000    5,810,000 
Less: Valuation allowance   
    
 
Total deferred tax assets (DTAs)  $6,270,524   $6,036,332 
Accumulated depreciation   (521,584)   (482,133)
ROU asset   (5,251,000)   (5,519,000)
Total deferred tax liabilities (DTLs)   (5,772,584)   (6,001,133)
Total deferred tax assets, net  $497,939   $35,199 
           
Deferred tax assets (liabilities) – U.S., net  $453,000   $(5,000)
Deferred tax assets – Canada, net  $44,939    40,199 

 

As of September 30, 2024 and March 31, 2024, the Company had approximately $6.3 million and $6.0 million, respectively, in the DTAs, which respectively included approximately $447,524 and $40,332 related to net operating loss carryforwards that can be used to offset taxable income in future periods, $5.6 million and $5.8 million related to lease liability, and $0.2 million and $0.2 million related to inventory allowance.

 

As of September 30, 2024 and March 31, 2024, the Company had approximately $5.8 million and $6.0 million, respectively, which included $0.5 million and $0.5 million, respectively, in the DTLs that related to accumulated depreciation and $5.3 million and $5.5 million related to ROU asset.

 

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and tax credit carryforwards. As of September 30, 2024 and March 31, 2024, the Company recorded approximately $44,939 and $40,199, respectively, in the net DTAs. The tax losses in Canada can be carried forward for twenty years to offset future taxable profit. The tax losses of entities in Canada will begin to expire in 2044, if not utilized. As of September 30, 2024, management considered it more likely than not that the Company will have sufficient taxable income in the future that will allow the Company to realize these net DTAs.

 

For the three months ended September 30, 2024, the Company’s pre-tax book loss in the U.S. was approximately $1.3 million and for the three months ended September 30, 2023, the Company’s pre-tax book income in the U.S. was approximately $1.1 million. For the six months ended September 30, 2024, the Company’s pre-tax book loss in the U.S. was approximately $1.4 million and for the six months ended September 30, 2023, the Company’s pre-tax book income in the U.S. was approximately $1.8 million. In addition, for the three months ended September 30, 2024 and 2023, the Company’s pre-tax book loss in Canada was approximately $14,582 and nil, respectively; for the six months ended September 30, 2024 and 2023, the Company’s pre-tax book loss in Canada was approximately $21,807 and nil, respectively.

 

Uncertain Tax Positions

 

The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. As of September 30, 2024 and March 31, 2024, the Company did not have any significant unrecognized uncertain tax positions.

v3.24.3
Leases
6 Months Ended
Sep. 30, 2024
Leases [Abstract]  
LEASES

11 — LEASES

 

The Company adopted Topic 842 for all periods presented. At the inception of a contract, the Company determines if the arrangement is, or contains, a lease. The leases of the Company mainly consisted of offices, retail stores and warehouses.

 

The Company’s operating right-of-use (“ROU”) assets and lease liabilities were as follows:

 

   September 30,
2024
   March 31,
2024
 
Operating ROU:        
ROU assets  $15,438,347   $16,000,742 
Total operating ROU assets  $15,438,347   $16,000,742 

 

   September 30,
2024
   March 31,
2024
 
Operating lease obligations:        
Current operating lease liabilities  $3,149,827   $2,852,744 
Non-current operating lease liabilities   13,288,194    13,986,879 
Total lease liabilities  $16,438,021   $16,839,623 

 

The Company had 38 and 38 leases as of September 30, 2024 and March 31, 2024, respectively.

 

The weighted average lease term, discount rates, and remaining lease terms for the operating leases as of September 30, 2024 were as follows:

 

Remaining lease term and discount rate:

 

Weighted average discount rate   6.7%
Weighted average remaining lease term (years)   5.10 years 

 

The weighted average lease term, discount rates, and remaining lease terms for the operating leases as of March 31, 2024 were as follows:

 

Remaining lease term and discount rate:

 

Weighted average discount rate     6.4 %
Weighted average remaining lease term (years)     5.51 years  

 

The Company leases its offices, warehouse, and retail stores under non-cancellable operating lease agreements. During the three months ended September 30, 2024, lease expenses were $1.11 million, including $0.31 million in cost of goods-occupancy cost, $0.77 million in rent expense included in selling expense, and $0.03 million in rent expense in general and administrative expense. During the three months ended September 30, 2023, lease expenses were $0.75 million, including $0.13 million in cost of goods-occupancy cost, $0.56 million in rent expense in selling expense, and $0.06 million in rent expense in general and administrative expense.

 

Lease expenses were $2.24 million for the six months ended September 30, 2024, including $0.65 million in cost of goods-occupancy cost, $1.50 million in rent expense in selling expense, and $0.09 million rent expense in general and administrative expense. Lease expenses for the six months ended September 30, 2023 were $1.50 million, including $0.25 million in goods-occupancy cost, $1.08 million in rent expense in selling expense, and $0.16 million in rent expense in general and administrative expense.

 

As of September 30, 2024, future minimum lease liabilities, all under office and facilities non-cancellable operating lease agreements, were as follows:

 

As of September 30, 2024  Operating Lease
Liabilities
 
2025  $4,120,683 
2026   4,011,162 
2027   3,784,169 
2028   3,213,232 
2029   1,994,817 
Thereafter   2,295,117 
Total lease payments   19,419,180 
Less: interest   (2,981,159)
Present value of lease liabilities  $16,438,021 
v3.24.3
Commitments and Contingencies
6 Months Ended
Sep. 30, 2024
Commitments and Contingencies [Abstract]  
COMMITMENTS AND CONTINGENCIES

12 — COMMITMENTS AND CONTINGENCIES

 

Commitments

 

The Company has not entered any off-balance sheet financial guarantees or other off-balance sheet commitments to guarantee the payment obligations of any third parties. The Company has not entered any derivative contracts that are indexed to its shares and classified as shareholder’s equity or that are not reflected in its unaudited condensed consolidated financial statements. Furthermore, the Company does not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. The Company does not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to itself or engages in leasing, hedging or product development services with itself.

 

Contingencies

 

Legal

 

From time to time, the Company is a party to certain legal proceedings, as well as certain asserted and unasserted claims. Amounts accrued, as well as the total amount of reasonably possible losses with respect to such matters, individually and in the aggregate, are not deemed to be material to the unaudited condensed consolidated financial statements.

 

The Company’s products and other production facilities as well as the packaging, storage, distribution, advertising and labeling of its products, are subject to extensive legal and regulatory requirements. For example, pursuant to the DMV registration requirement, the Company must satisfy the DMV Registration requirements and conduct required testing for all of its products sold in U.S. Loss of or failure to renew or obtain necessary permits, licenses, registrations, or certificates could prevent the Company from legally selling its products in the U.S. If the Company were found to be in violation of applicable laws and regulations, it could be subject to administrative punishment, including fines, injunctions, recalls or asset seizures, as well as potential criminal sanctions, any of which could have a material adverse effect on its business, financial condition, results of operations and prospects. As of the date hereof, the Company believes it is in compliance with the relevant regulations in the U.S.

 

Inflation

 

Inflationary factors, such as increases in personnel and overhead costs, could impair the Company’s operating results. Although the Company does not believe that inflation has had a material impact on the Company’s financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on the Company’s ability to maintain current levels of gross margin and operating expenses as a percentage of sales revenue if the revenues do not increase with such increased costs.

v3.24.3
Related Party Transactions
6 Months Ended
Sep. 30, 2024
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

13 — RELATED PARTY TRANSACTIONS

 

(A) Related party balances

 

Accounts receivable — related parties

 

Name of Related Party  Relationship  Nature  September 30,
2024
   March 31,
2024
 
Fly E Bike SRL  Zhou Ou (CEO), owns over 50% equity interest of this entity  Accounts receivable  $91,885   $326,914 
Accounts receivable — related parties        $91,885   $326,914 

 

During the six months ended September 30, 2024, the Company received $282,814 from Fly E Bike SRL.

 

Prepayments and other receivables — related parties

 

Name of Related Party  Relationship  Nature  September 30,
2024
   March 31,
2024
 
Fly E Bike SRL  Zhou Ou (CEO), owns over 50% equity interest of this entity  Other receivables  $162   $180,256 
Zhou Ou  Chairman, CEO of the Company  Other receivables   147,646    
 
PJMG LLC  Ruifeng Guo (former CFO who resigned on November 6, 2024), owns over 50% equity interest of this entity  Prepayments   240,000    60,000 
Prepayments and other receivables – related parties        $387,808   $240,256 

 

During the six months ended September 30, 2024, the Company advanced $162 to Fly E Bike SRL, a distributor the Company works with and in which Mr. Ou holds over 50% of the equity interest. This advance is unsecured, bears no interest and does not have a maturity date. On June 12, 2024, the Company received $180,256 from Fly E Bike SRL. On April 1, 2023, the Company agreed to retain the services of PJMG, a company in which Mr. Guo, the Company’s former CFO who resigned on November 6, 2024, holds over 50% of the equity interests as a consultant following the completion of its IPO. PJMG was engaged to provide compliance consulting services related to accounting, finance, and management, as well as to oversee market planning and development, follow-on fundraising, and investor relationship management from June 2024 to May 2025. The service fee is $45,000 for the first month and from the second month the fees will be $15,000 per month. To secure these services, the Company prepaid a total of $240,000 to PJMG  as of September 30, 2024. From August 9, 2024 to September 17, 2024, the Company advanced $477,771 to Mr. Ou, Chairman and CEO of the Company, for personal use. This advance is unsecured, bears no interest and does not have a maturity date. From September 9, 2024 to September 30, 2024, the Company received $330,125 from Mr. Ou. On November 18, 2024, the Company received $149,875 from Mr. Ou, and the advance was paid back in full.

 

Long-term prepayment for software development – related parties, net

 

Name of Related Party  Relationship  Nature  September 30,
2024
   March 31,
2024
 
DF Technology US Inc  Ruifeng Guo (former CFO who resigned on November 6, 2024), owns over 50% equity interest of this entity  Long-term prepayment for software development  $1,055,980   $1,279,000 
Long-term prepayment for software development — related parties, net        $1,055,980   $1,279,000 

 

In December 2023, the Company engaged DFT for development of certain technology services. Mr. Guo, the Company’s former CFO who resigned on November 6, 2024, owns over 50% of the equity interest in DFT. As of September 30, 2024 and March 31, 2024, the Company paid $1,055,980 and $1,279,000 to DFT as prepayment for software development, respectively. As of September 30, 2024 and March 31, 2024, construction in progress was $1,300,000 and $275,000, respectively (see Note 5 – Property and Equipment).

 

Other payables — related parties

 

Name of Related Party  Relationship  Nature  September 30,
2024(i)
   March 31, 2024(i) 
Zhou Ou  Chairman, CEO of the Company  Other payable  $
   $92,229 
Other Payables-related parties        $
   $92,229 

 

(i) Represents the remaining balance of the advance provided by the related party to the Company’s subsidiaries for the purpose of supporting their business operations.

 

All of the above payables are unsecured, non-interest bearing, and due on demand. The Company paid a total of $92,229 and $198,615 to Mr. Zhou Ou during the six months ended September 30, 2024 and 2023, respectively.

 

(B) Related party transactions  

 

Revenues — related parties

 

         For the three Months Ended
September 30
  

For the Six Months 

Ended
September 30

 
Name of Related Party  Relationship  Nature  2024  

 

2023

   2024   2023 
Fly E Bike SRL  Zhou Ou (CEO), owns over 50% equity interest of this entity  Product sales  $44,143   $146,249   $47,785   $282,814 
Revenues — related parties        $44,143   $146,249   $47,785   $282,814 

 

During the three months ended September 30, 2024 and 2023, Fly E Bike SRL, a distributor the Company works with and in which Mr. Ou holds over 50% of the equity interest, purchased certain EV products from the Company in the amount of $44,143 and $146,249, respectively. During the six months ended September 30, 2024 and 2023, Fly E Bike SRL, purchased certain EV products from the Company in the amount of $47,785 and $282,814, respectively.

 

Purchase of Intangible Assets — related parties

 

Name of Related Party  Relationship  Nature  September 30,
2024
   March 31, 2024 
DF Technology US Inc  Ruifeng Guo (former CFO who resigned on November 6, 2024), owns over 50% equity interest of this entity  Purchase of Software  $500,000   $
 
Purchase of Intangible Assets — related parties        $500,000   $
 

 

In December 2023, the Company engaged DFT for development of certain technology services. Mr. Guo, the Company’s former CFO who resigned on November 6, 2024, owns over 50% of the equity interest in DFT. In July 2024, the Company engaged DFT for development of a new APP, GO FLY APP, for the rental business. The total contract price for the GO FLY APP is $500,000, and the GO FLY APP was delivered on September 5, 2024.

 

(C) Other Related Party Transactions

  

On March 6, 2021, the Company and DGLG entered into an engagement letter, pursuant to which the Company engaged DGLG as a consultant to assist the Company in its IPO planning, financing and tax services. Mr. Guo, the Company’s former CFO who resigned on November 6, 2024, is a partner at DGLG. Under the terms of the engagement agreement with DGLG, the Company has agreed to compensate DGLG for consulting services based on an hourly fee arrangement. DGLG’s consulting fees were nil and $100,000 for the three months ended September 30, 2024 and September 30, 2023, respectively, and $225,000 and $100,000 for the six months ended September 30, 2024 and 2023, respectively. In addition, during the three and six months ended September 30, 2024, the Company paid DGLG a total of $12,800 and $28,400 for tax services, including sales tax services, payroll tax services, and income tax services, rendered by DGLG, respectively.

 

On April 1, 2023, the Company agreed to retain the services of PJMG, a company in which Mr. Guo, the Company’s former CFO who resigned on November 6, 2024, holds over 50% of the equity interests as a consultant following the completion of its IPO. To secure these services, the Company prepaid a total of $240,000 to PJMG as of September 30, 2024. $45,000 was expensed as consulting expenses during the three months ended September 30, 2024. $60,000 was expensed as consulting expenses during the six months ended September 30, 2024. During the three and six months ended September 30, 2024, the Company paid PJMG a total of $232,547 for consulting services.

v3.24.3
Subsequent Events
6 Months Ended
Sep. 30, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

14 — SUBSEQUENT EVENTS  

 

The Company has evaluated subsequent events after September 30, 2024, up through November 19, 2024, the date at which the unaudited condensed consolidated financial statements were issued. Except for the events mentioned below, the Company did not identify any subsequent events with material financial impact on the Company’s unaudited condensed consolidated financial statements.

 

On October 2, 2024, the Company received written notice (the “Notice”) from the Nasdaq Stock Market, LLC (“Nasdaq”) indicating that the bid price for the Company’s common stock (the “Common Stock”), for the last 31 consecutive business days, had closed below the minimum $1.00 per share and, as a result, the Company is not in compliance with the $1.00 minimum bid price requirement for the continued listing on the Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2). The Notice has no effect at this time on the Common Stock, which continues to trade on the Nasdaq Capital Market under the symbol “FLYE”.

 

On November 6, 2024, the board of directors of the Company appointed Ms. Shiwen Feng as the Company’s new Chief Financial Officer and a director, effective November 7, 2024.

 

On November 18, 2024, the Company received $149,875 from Mr. Ou, and the advance made to Mr. Ou was paid in full.

v3.24.3
Pay vs Performance Disclosure - USD ($)
3 Months Ended 6 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Sep. 30, 2023
Jun. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Pay vs Performance Disclosure            
Net Income (Loss) $ (1,142,848) $ (179,508) $ 746,556 $ 440,443 $ (1,322,356) $ 1,186,999
v3.24.3
Insider Trading Arrangements
3 Months Ended
Sep. 30, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.3
Accounting Policies, by Policy (Policies)
6 Months Ended
Sep. 30, 2024
Summary of Significant Accounting Policies [Abstract]  
Basis of Presentation

(a) Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the U.S. (the “U.S. GAAP”) and regulations of the Securities Exchange Commission (the “SEC”).   The accompanying unaudited condensed consolidated financial statements contemplate the realization of assets and the satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of liabilities in the normal course of business are dependent on, among other things, the Company’s ability to operate profitably, to generate cash flows from operations, and its ability to attract investors and to borrow funds on reasonable economic terms. The results of operations for the six months ended September 30, 2024 are not necessarily indicative of results to be expected for any other interim period or for the full fiscal year ending March 31, 2025. Accordingly, these statements should be read in conjunction with the Company’s audited financial statements and note thereto as of and for the years ended March 31, 2024 and 2023.

Principles of Consolidation

(b) Principles of Consolidation

The unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries over which the Company exercises control and, when applicable, entities for which the Company has a controlling financial interest. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.

Segment Information

(c) Segment Information

The Company’s chief operating decision-makers (i.e., chief executive officer and his direct reports) review financial information presented on a consolidated basis, accompanied by disaggregated information about revenues by different revenues streams for purposes of allocating resources and evaluating financial performance. The Company and its subsidiaries offer E-bikes, E-motorcycles, E-scooters and other items and services in its stores. The Company’s retail operating divisions are geographically based, have similar economic characteristics and similar expected long-term financial performance. Because substantially all of the Company’s long-lived assets and revenues are located in and derived from the U.S., geographical segments are not presented. The Company’s operating segments are reported in one reportable segment. There are no segment managers who are held accountable for operations, operating results and plans for levels or components below the consolidated unit level. Based on qualitative and quantitative criteria established by Accounting Standards Codification (“ASC”) 280, “Segment Reporting”, the Company considers itself to be operating within one reportable segment.

Use of Estimates

(d) Use of Estimates

In the application of the Company’s accounting policies, management is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Significant accounting estimates include, but not limited to, useful lives of depreciable property and equipment, impairment of long-lived assets, the realization of deferred income tax assets, allowance for inventories, and discount rate for operating leases. Changes in facts and circumstances may result in revised estimates. Actual results could differ from those estimates, and as such, differences may be material to the unaudited condensed consolidated financial statements.

Commitments and Contingencies

(e) Commitments and Contingencies

In the normal course of business, the Company is subject to loss contingencies, such as legal proceedings and claims arising out of its business, which cover a wide range of matters, including, among others, government investigations, shareholder lawsuits, and non-income tax matters.

An accrual for a loss contingency is recognized when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. If a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed.

 

Cash

(f) Cash

Cash consists of cash on hand and cash deposited with banks. The Company’s cash is maintained at financial institutions in the U.S. Deposits in these financial institutions may, from time to time, exceed the Federal Deposit Insurance Corporation’s (the “FDIC”) federally insured limit, which is $250,000. The Company has not incurred any losses in the past for amount over the FDIC limits. As of September 30, 2024 and March 31, 2024, $0.3 million and nil deposited with banks was uninsured, respectively.

Accounts Receivable

(g) Accounts Receivable

Accounts receivable includes trade account due from customers. Accounts receivable is recorded at the invoiced amount less an allowance for any uncollectible accounts and does not bear interest, which is due after 30 to 90 days, depending on the credit term with the customers. Accounts receivable which is deemed to be uncollectible is charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

The Company adopt the current expected credit loss model (“CECL model”) to estimate the expected credit losses, which is determined by multiplying the probability of default. In determining the probability of default, the Company mainly considers factors such as aging schedule of receivables, migration rate of receivables, assessment of receivables due from specific identifiable counterparties that are considered at risk or uncollectible, current market conditions, as well as reasonable and supportable forecasts of future economic conditions.

There was nil and nil allowance for credit losses as of September 30, 2024 and March 31, 2024, respectively.  

Inventories, Net

(h) Inventories, Net

Inventories, consisting of products available for sale, are stated at the lower of cost or net realizable value using the first-in-first-out method. Adjustments to the carrying value are recorded for estimated obsolescence or excess inventory equal to the difference between the cost of inventory and the estimated net realizable value based upon assumptions about future demand and market conditions. Inventory cost consists of the direct cost of merchandise including freight. For the three months ended September 30, 2024 and 2023, the impairment loss was $154,751 and $6,226, respectively. For the six months ended September 30, 2024 and 2023, the impairment loss was $330,823 and $159,851, respectively.

 

Prepayments and Other Receivables

(i) Prepayments and Other Receivables

Prepayments and other receivables are mainly prepayments to vendors, prepaid expenses paid to service providers, prepaid taxes, advances to employees, and other deposits. Management regularly reviews the aging of such balances and changes in payment and realization trends and records allowances when management believes that the collection of amounts due is at risk. Accounts considered uncollectable are written off against allowances after exhaustive efforts at collection are made. As of September 30, 2024 and March 31, 2024, no allowance against prepayments and other receivables was recorded.

Property and Equipment, Net

(j) Property and Equipment, Net

Property and equipment are stated at cost less accumulated depreciation and any recorded impairment.

The estimated useful lives are as follows:

Machinery and equipment   5 years
Furniture and fixtures   5 years
Leasehold improvements   3 – 10 years (shorter of lease term or useful lives)
Motor vehicles   5 years
Buildings     30 years

Depreciation on property and equipment is calculated on the straight-line method over the estimated useful lives of the assets. The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the consolidated statements of operations. Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals, and betterments, which are expected to extend the useful life of assets, are capitalized. The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives.

Construction in progress

Direct costs that are related to the construction of property, equipment and software and incurred in connection with bringing the assets to their intended use are capitalized as construction in progress. Construction in progress is transferred to specific property, equipment and software items and the depreciation of these assets commences when the assets are ready for their intended use. In December 2023, the Company engaged DF Technology US Inc (“DFT”), a related party, for certain technology services, such as enterprise resource planning system (“ERP system”). As of September 30, 2024 and March 31, 2024, construction in progress was $1,300,000 and $275,000, respectively, and primarily relating to the cost incurred to develop the software by DFT.

Intangible Assets

(k)  Intangible Assets

Intangible asset is stated at cost less accumulated amortization and amortized in a method which reflects the pattern in which the economic benefits of the intangible asset are expected to be consumed or otherwise used up. The balance of intangible asset represents internal use software and property rights. The software is acquired externally tailored to the Company’s requirements. The Company capitalizes the costs associated with design, development, acquisition and maintenance of its acquired intangible assets and amortizes these assets over their remaining useful lives on a straight-line basis. Any further payments made to maintain or develop these assets would be capitalized and amortized over the balance of the useful life for the assets. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in the estimate being accounted for on a prospective basis.

 

The estimated useful lives of intangibles assets are as follows:

Property rights   5-20 years
Software     5 years
Impairment of Long-lived Assets

(l) Impairment of Long-lived Assets

At the end of each reporting period, the Company reviews the carrying amounts of its property, plant and equipment, intangible assets subject to amortization, and right-of-use assets, to determine whether there is any indication that the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company will reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. As of September 30, 2024 and March 31, 2024, no impairment of long-lived assets was recognized.

Deferred IPO Costs

(m) Deferred IPO Costs

The Company complies with the requirements of FASB ASC Topic 340-10-S99-1, “Other Assets and Deferred Costs — SEC Materials” (“ASC 340-10-S99”) and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”. Deferred IPO costs consist of underwriting, legal, accounting and other professional expenses incurred through the balance sheet date that are directly related to the initial public offering of the Company and that will be charged to additional paid in capital upon the completion of the offering. Total deferred offering cost of $502,198 was charged to additional paid-in-capital upon IPO.

Fair Value Measurements

(n) Fair Value Measurements

Fair value is defined as the price that would be received for an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. Valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. When determining the fair value measurements for assets and liabilities, the Company considers the principal or most advantageous market in which it would transact and consider assumptions that market participants would use when pricing the asset or liability. The following summarizes the three levels of inputs required to measure fair value, of which the first two are considered observable and the third is considered unobservable:

  Level-1 Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
  Level-2 Include other inputs that are directly or indirectly observable in the marketplace.
  Level-3 Unobservable inputs which are supported by little or no market activity.

The fair value for certain assets and liabilities such as cash, accounts receivable, other receivables, prepayments and other current assets, short-term loans, accounts payable, contract liabilities, accrued expenses and other payables, and tax payables have been determined to approximate carrying amounts due to the short maturities of these instruments. The Company believes that its long-term loan to a third party approximates the fair value based on current yields for debt instruments with similar terms. The Company and its subsidiaries did not have any non-financial assets or liabilities that are measured at fair value on a recurring basis as of September 30, 2024 and March 31, 2024.

Revenue Recognition

(o) Revenue Recognition

The Company follows the revenue accounting requirements of Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. The core principle underlying the revenue recognition of this ASC allows the Company to recognize revenue that represents the transfer of products and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This will require the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of products and services transfers to a customer.

To achieve that core principle, the Company applies a five-step model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.

 

Product revenue — Performance obligation satisfied at point in time

The Company generates substantially all its revenues from sales of products such as smart E-bikes, E-motorcycles, E-scooters and accessories to the retail and wholesale customers through its wholly owned subsidiaries stores. In accordance with ASC 606, the Company’s performance obligations are satisfied upon the control of products being passed to the customer, which is the point in time that the customers are able to direct the use of and obtain substantially all of the economic benefit of the products or services. The transfer of control typically occurs at a point in time based on consideration of when the customer has an obligation to pay for the products, and physical possession of, legal title to, and the risks and rewards of ownership of the products have been transferred, and the customer has accepted the products. Revenue is recognized net of estimates of variable consideration, including product returns, customer discounts and allowance. which occurs at the point of sale, or the services have been rendered. Historically, the Company has not experienced any significant returns nor provided significant customer discounts.

The Company offers an assurance-type warranty to its customers. An assurance-type warranty guarantees that the product will perform as promised and is not a performance obligation. This type of warranty promises to repair or replace a delivered good or service if it does not perform as expected. Since an assurance-type warranty guarantees the functionality of a product, the warranty is not accounted for as a separate performance obligation, and thus no transaction price is allocated to it. Rather, to account for an assurance-type warranty the vendor should estimate and accrue a warranty liability when the promised good or service is delivered to the customer (see ASC 460-10).

Since the contract price and term are fixed and enforceable, and an assurance-type warranty guarantees the functionality of a product, and the warranty is not accounted for as a separate performance obligation, no transaction price is allocated to it. The Company recognizes sales in full at the point in time when the products are delivered or accepted by the customers, in accordance with the acceptance term specified in the contract. The Company records estimated future warranty costs under ASC 460. Such estimated costs for warranties are estimated at the time of delivery and these warranties are not service warranties separately sold by the Company. Generally, the estimated claim rates of warranty are based on actual warranty experience or the Company’s best estimate. The Company accrued $31,036 and $27,714 of warranty reserves under accrued expenses and other payables as of September 30, 2024 and March 31, 2024, respectively. The Company has no contract assets and contract liabilities balances as of September 30, 2024 and March 31, 2024, respectively.

Disaggregated information of revenues by business lines are as follows:

   For the Three Months Ended
September 30,
   For the Six Months Ended
September 30,
 
   2024   2023   2024   2023 
Revenues-retail  $5,923,576   $6,768,828   $12,793,994   $12,937,001 
Revenues-wholesale   900,830    1,995,011    1,903,838    3,669,184 
Net revenues  $6,824,406   $8,763,839   $14,697,832   $16,606,185 
Selling Expenses

(p) Selling Expenses

Selling expenses mainly consist of advertising costs, marketing referring expenses and payroll and related expenses for personnel engaged in selling and marketing activities. Advertising expenses, which consist primarily of online and offline advertisements, are expenses when the services are received. The advertising expenses were $129,542 and $14,339 for the three months ended September 30, 2024 and 2023, respectively. The advertising expenses were $198,061 and $26,066 for the six months ended September 30, 2024 and 2023, respectively.

 

Research and Development Expenses

(q) Research and Development Expenses

Research and development expenses include salaries for the Company’s research and development personnel, as well as related development expenses paid to the third-party development team. The Company recognizes internal use software acquired and internally developed in accordance with ASC 350-40 “Software—internal use software”. The Company expenses all costs that are incurred in connection with the planning and implementation phases of development, and costs that are associated with maintenance of the existing software for internal use. Certain costs associated with developing internal-use software are capitalized when such costs are incurred within the application development stage of software development. As a result, the Company expensed the development costs of the Fly E-Bike app as they incurred. For the three months ended September 30, 2024 and 2023, development costs amounted to $163,866 and $7,460, respectively, which were recorded under general and administrative expenses. For the six months ended September 30, 2024 and 2023, development costs amounted to $309,448 and $7,460, respectively, which were recorded under general and administrative expenses.

Income Taxes

(r) Income Taxes

Current income taxes are provided based on net income/(loss) for financial reporting purposes and adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions.

Deferred taxes are accounted for using the asset and liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the unaudited condensed consolidated financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets (the “DTAs”) are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized.

Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized, or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. DTAs are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the DTAs will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. The tax returns filed in 2018 to 2023 are subject to examination by any appropriate tax authorities. For the three months ended September 30, 2024 and 2023, the Company accrued $38,246 and $30,645 income tax related penalty included in current income taxes expenses, respectively. For the six months ended September 30, 2024 and 2023, the Company accrued $98,322 and $73,817 income tax related penalty included in current income taxes expenses, respectively.

Leases

(s) Leases

The Company accounts for leases in accordance with ASC 842. The Company leases premises for offices, warehouses, and retail stores under non-cancellable operating leases.

The Company recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms. Leases with an initial term of 12 months or less are short-term leases and not recognized as operating lease right-of-use assets and operating lease liabilities on the unaudited condensed consolidated balance sheets. The Company recognizes lease expense for short-term leases on a straight-line basis over the lease term.

Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs needed to restore the underlying assets, and less any lease incentives received. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in the unaudited condensed consolidated balance sheets.

 

Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.

Lease liabilities are initially measured at the present value of the lease payments, which comprise fixed payments, in-substance fixed payments, variable lease payments which depend on an index or a rate. The lease payments are discounted using the interest rate implicit in a lease if that rate can be readily determined. If that rate cannot be readily determined, the Company uses the lessee’s incremental borrowing rate. Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in a lease term or a change in future lease payments resulting from a change in an index or a rate used to determine those payments, the Company remeasures the lease liabilities with a corresponding adjustment to the right-of-use-assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. Lease liabilities are presented on a separate line in the unaudited condensed consolidated balance sheets.

Variable lease payments that do not depend on an index or a rate are recognized as expenses in the periods in which they are incurred.

Concentration Risk

(t) Concentration Risk

Concentration of customers and suppliers

No customers individually represented greater than 10% of total net revenues of the Company for the three and six months ended September 30, 2024 and 2023.

For the three months ended September 30, 2024, the Company’s top three suppliers represented 49%, 20%, and 17% of total purchases of the Company, respectively. For the three months ended September 30, 2023, the Company’s top three suppliers represented 31%, 20%, and 19% of total purchases of the Company, respectively. For the six months ended September 30, 2024, the Company’s top three suppliers represented 44%, 30% and 11% of total purchases of the Company, respectively. For the six months ended September 30, 2023, the Company’s top three suppliers represented 34%, 20% and 13% of total purchases of the Company, respectively. As of September 30, 2024, two suppliers accounted for 82% and 16% of accounts payable balance, respectively. As of March 31, 2024, three suppliers accounted for 31%, 26%, and 23% of accounts payable balance, respectively.

Concentration of credit risk

Financial instruments that are potentially subject to credit risk consist principally of accounts receivable. The Company believes the concentration of credit risk in its account receivable is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends, and other information. Historically, the Company did not have any bad debt on its account receivable.

Financial instruments that potentially expose the Company to concentrations of credit risk consist principally of cash and cash equivalents, term deposits, restricted cash, short-term investments, and accounts receivable, net. The Company’s investment policy requires cash and cash equivalents, term deposits, restricted cash, and short-term investments to be placed with high-quality financial institutions and to limit the amount of credit risk from any one issuer. The Company regularly evaluates the credit standing of the counterparties or financial institutions.

Related Parties

(u) Related Parties

A related party is generally defined as (i) any person and or their immediate family hold 10% or more of the Company’s securities (ii) the Company’s management and/or their immediate family, (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. Related parties may be individuals or corporate entities. 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.

 

Earnings Per Share

(v) Earnings Per Share

The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average common stock outstanding for the period. Diluted EPS takes into account the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised and converted into ordinary shares. Potential shares of common stock that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

For the three and six months ended September 30, 2024, the Company had potential shares of common stock issuable upon the exercise of the Representative’s Warrants (as defined below). As the Company incurred losses for the three and six months ended September 30, 2024, these potential shares of common stock were anti-dilutive and excluded from the calculation of diluted net loss per share. For the three and six months ended September 30, 2024, there were no dilutive shares.

Foreign Currencies Translation

(w) Foreign Currencies Translation

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 statement of operations. The reporting currency of the Company is United States Dollar ($). The Company’s subsidiary in Canada maintains its books and records in its local currency, Canadian dollar (CAD), which is the functional currency for this subsidiary as it is the primary currency of the economic environment in which this entity operates.

In general, for consolidation purposes, assets and liabilities of subsidiaries whose functional currency is not United States Dollar are translated into United States Dollar in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.

Representative’s Warrants

(x) Representative’s Warrants

Upon the closing of the IPO in June 2024, the Company issued to Benchmark underwriters warrants (the “Representative’s Warrants”) to purchase 129,375 shares of common stock which warrants are also exercisable on a cashless basis. The Company accounts for these warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification ASC 480, Distinguishing Liabilities from Equity and ASC 815, Derivatives and Hedging. The Company accounts for its warrants as equity that meet all of the criteria (i) require physical settlement or net-share settlement or (ii) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement), the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance and subsequent changes in fair value are not recognized as long as the warrants continue to be classified as equity.  

Recent Accounting Pronouncements

(y) Recent Accounting Pronouncements

The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued. Under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Company meets the definition of an emerging growth company and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” This guidance requires a public entity to disclose for each reportable segment, on an interim and annual basis, the significant expense categories and amounts that are regularly provided to the chief operating decision-maker (“CODM”) and included in each reported measure of a segment’s profit or loss. Additionally, it requires a public entity to disclose the title and position of the individual or the name of the group or committee identified as the CODM. This guidance is effective for fiscal years beginning after December 31, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and the guidance should be applied retrospectively to all periods presented in the financial statements, unless it is impracticable. The Company plans to adopt the provisions of this guidance for the fiscal year ending March 31, 2025.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” This guidance requires a public entity to disclose in their rate reconciliation table additional categories of information about federal, state and foreign income taxes and to provide more details about the reconciling items in some categories if the items meet a quantitative threshold. The guidance also requires all entities to disclose annually income taxes paid (net of refunds received) disaggregated by federal (national), state and foreign taxes and to disaggregate the information by jurisdiction based on a quantitative threshold. This guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted, and this guidance should be applied prospectively but there is the option to apply it retrospectively. The Company plans to adopt the provisions of this guidance for the fiscal year ending March 31, 2026.

 

Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated balance sheets, statements of operations and comprehensive loss and statements of cash flows.

v3.24.3
Description of Business, Organization and Basis of Presentation (Tables)
6 Months Ended
Sep. 30, 2024
Description of Business, Organization and Basis of Presentation [Abstract]  
Schedule of Consolidated Financial Statements The unaudited condensed consolidated financial statements include the financial statements of the Company and each of the following subsidiaries as of September 30, 2024.
Name   Background   Ownership
FLY-E GROUP, INC.  

●    A Delaware corporation

●    Incorporated on November 1, 2022

●    A holding company

  Parent Company
         
FLY EV, INC.  

●    A Delaware corporation

●    Incorporated on November 1, 2022

●    A holding Company

  100% owned by Fly-E Group, Inc.
         
FLY E-BIKE, INC.  

●    A Delaware Company

●    Incorporated on August 22, 2022

●    A holding Company

  100% owned by Fly-E Group, Inc.
         
UNIVERSE KING CORP  

●    A New York corporation

●    Incorporated on November 19, 2018

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
UFOTS CORP.  

●    A New York corporation

●    Incorporated on May 2, 2019

●    A retail store

  100% owned by Fly E-Bike, Inc.

 

ARFY CORP.  

●    A New York corporation

●    Incorporated on April 29, 2020

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
TKPGO CORP.  

●    A New York corporation

●    Incorporated on July 3, 2018

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYFLS INC  

●    A New York corporation

●    Incorporated on October 13, 2020

●    A retail store and corporate office

  100% owned by Fly E-Bike, Inc.
         
FLY37 INC  

●    A New York corporation

●    Incorporated on October 14, 2020

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FIYET INC  

●    A New York corporation

●    Incorporated on November 12, 2020

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLY GC INC.  

●    A New York corporation

●    Incorporated on November 13, 2020

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLY MHT INC.  

●    A New York corporation

●    Incorporated on December 15, 2020

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYAM INC  

●    A New York corporation

●    Incorporated on February 19, 2021

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
OFLYO INC  

●    A New York corporation

●    Incorporated on March 29, 2021

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYEBIKE INC  

●    A New York corporation

●    Incorporated on March 30, 2021

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYCLB INC  

●    A New York corporation

●    Incorporated on April 15, 2021

●    A retail store

  100% owned by Fly E-Bike, Inc.

 

FLYEBIKE NJ INC  

●    A New Jersey corporation

●    Incorporated on June 8, 2021

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
ESEBIKE INC  

●    A New York corporation

●    Incorporated on October 13, 2021

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYEBIKEMIAMI INC  

●    A Florida corporation

●    Incorporated on June 30, 2021

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
GOFLY INC  

●    A Texas corporation

●    Incorporated on July 23, 2021

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLY14 CORP.  

●    A New York corporation

●    Incorporated on September 15, 2021

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
EDISONEBIKE INC.  

●    A New York corporation

●    Incorporated on October 13, 2021

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYTRON INC.  

●    A New York corporation

●    Incorporated on November 9, 2021

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYCYCLE INC.  

●    A New York corporation

●    Incorporated on January 10, 2022

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYNJ2 INC.  

●    A New Jersey corporation

●    Incorporated on February 10, 2022

●    A retail store

  100% owned by Fly E-Bike, Inc.

 

FLYBWY INC.  

●    A New York corporation

●    Incorporated on March 2, 2022

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYCORONA INC.  

●    A New York corporation

●    Incorporated on March 9, 2022

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
MEEBIKE  

●    A New York corporation

●    Incorporated on March 25, 2022

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLY6AVE, INC.  

●    A New York corporation

●    Incorporated on April 16, 2022

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLY E BIKE NJ3, INC  

●    A New Jersey corporation

●    Incorporated on July 18, 2022

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYEBIKE BROOKLYN, INC.  

●    A New York corporation

●    Incorporated on November 2, 2022

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLY E-BIKE SAN ANTONIO INC  

●    A Texas corporation

●    Incorporated on January 1, 2023

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYEBIKE WORLD INC.  

●    A New York corporation

●    Incorporated on February 27, 2023

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLY DELIVERY INC.  

●    A New York corporation

●    Incorporated on March 2, 2023

●    A delivery store

  100% owned by Fly E-Bike, Inc.
         
FLYEBIKE MIAMI2 INC.  

●    A Florida corporation

●    Incorporated on April 13, 2023

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYDC INC.  

●    A Washington, DC corporation

●    Incorporated on May 31, 2023

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYMHT659 INC.  

●    A New York corporation

●    Incorporated on June 2, 2023

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYBX745 INC.  

●    A New York corporation

●    Incorporated on June 15, 2023

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYJH8509 INC.  

●    A New York corporation

●    Incorporated on August 30, 2023

●    A retail store

  100% owned by Fly E-Bike, Inc.

 

FLYBX2381 INC.  

●    A New York corporation

●    Incorporated on August 30, 2023

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYNJ4 INC.  

●    A New York corporation

●    Incorporated on October 4, 2023

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYTORONTO Corp.  

●    A Toronto corporation

●    Incorporated on October 18, 2023

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FLYLA INC.  

●    A California corporation

●    Incorporated on December 1, 2023

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
FWMOTOR INC.  

●    A New York corporation

●    Incorporated on April 3, 2024

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
DCMOTOR INC.  

●    A Maryland corporation

●    Incorporated on April 9, 2024

●    A retail store

  100% owned by Fly E-Bike, Inc.
         
AOFL LLC  

●    A New York corporation

●    Incorporated on June 25, 2024

●    A holding company

  100% owned by Fly E-Bike, Inc.
         
GOBIKE INC  

●    A New York corporation

●    Incorporated on July 16, 2024

●    A rental store

  100% owned by Fly E-Bike, Inc.
         
FLYEBIKE BOSTON INC.  

●    A Massachusetts corporation

●    Incorporated on September 1, 2024

●    A retail store

  100% owned by Fly E-Bike, Inc.  
v3.24.3
Summary of Significant Accounting Policies (Tables)
6 Months Ended
Sep. 30, 2024
Summary of Significant Accounting Policies [Abstract]  
Schedule of Estimated Useful Lives The estimated useful lives are as follows:
Machinery and equipment   5 years
Furniture and fixtures   5 years
Leasehold improvements   3 – 10 years (shorter of lease term or useful lives)
Motor vehicles   5 years
Buildings     30 years
Schedule of Estimated Useful Lives of Intangibles Assets The estimated useful lives of intangibles assets are as follows:
Property rights   5-20 years
Software     5 years
Schedule of Disaggregated Information of Revenues Disaggregated information of revenues by business lines are as follows:
   For the Three Months Ended
September 30,
   For the Six Months Ended
September 30,
 
   2024   2023   2024   2023 
Revenues-retail  $5,923,576   $6,768,828   $12,793,994   $12,937,001 
Revenues-wholesale   900,830    1,995,011    1,903,838    3,669,184 
Net revenues  $6,824,406   $8,763,839   $14,697,832   $16,606,185 
v3.24.3
Inventories, Net (Tables)
6 Months Ended
Sep. 30, 2024
Inventories, Net [Abstract]  
Schedule of Inventories, Net Inventories, net consisted of the following:
   September 30,
2024
   March 31,
2024
 
Batteries  $2,546,143   $1,009,228 
Electric Vehicles   4,152,741    2,634,643 
Tires   706,053    687,927 
Accessories   1,813,794    1,546,283 
Inventories   9,218,731    5,878,081 
Inventory reserves   (622,623)   (514,021)
Inventories, net  $8,596,108   $5,364,060 
Schedule of Movements of Inventory Reserves Movements of inventory reserves are as follows:
   September 30,
2024
   September 30,
2023
 
Beginning balance  $514,021   $431,363 
Addition   330,823    159,851 
Write off   (222,221)   (169,750)
Ending Balance  $622,623   $421,464 
v3.24.3
Prepayments and Other Receivables (Tables)
6 Months Ended
Sep. 30, 2024
Prepayments and Other Receivables [Abstract]  
Schedule of Prepayments and Other Current Assets Prepayments and other current assets as of September 30, 2024 and March 31, 2024 consisted of the following:
   September 30,
2024
   March 31,
2024
 
Prepaid rent  $188,829   $179,792 
Prepayments to vendors   1,672,196    143,018 
Prepaid iCloud Server   
    1,747 
Prepaid insurance   318,125    237,207 
Prepaid income tax   48,124    

 
Prepayments to other service providers   226,066    26,896 
Total Prepayment and Other Receivables  $2,453,340   $588,660 
v3.24.3
Property and Equipment, Net (Tables)
6 Months Ended
Sep. 30, 2024
Property and Equipment, Net [Abstract]  
Schedule of Property and Equipment Property and equipment as of September 30, 2024 and March 31, 2024 consisted of the following:
   September 30,
2024
   March 31,
2024
 
Furniture & Fixtures  $407,201   $400,558 
Machinery & Equipment   254,594    212,317 
Automobile   655,628    306,607 
Leasehold improvements   961,318    976,870 
Building     3,663,215    
 
Construction in progress-Software   1,300,000    275,000 
Property and Equipment   7,241,956    2,171,352 
Less: Accumulated depreciation   (597,239)   (416,330)
Property and Equipment, net  $6,644,717   $1,755,022 
v3.24.3
Intangible Assets, Net (Tables)
6 Months Ended
Sep. 30, 2024
Intangible Assets, Net [Abstract]  
Schedule of Intangible Assets Intangible assets as of September 30, 2024 and March 31, 2024 consisted of the following:
   September 30,
2024
   March 31,
2024
 
Property rights  $38,032   $38,032 
GO FLY App     500,000    
 
Total Intangible assets   538,032    38,032 
Less: Accumulated Amortization     (10,494)   (1,648)
Intangible assets, net  $527,538   $36,384 
v3.24.3
Accrued Expenses and Other Payables (Tables)
6 Months Ended
Sep. 30, 2024
Accrued Expenses and Other Payables [Abstract]  
Schedule of Accrued Expenses and Other Payables
   September 30,
2024
   March 31,
2024
 
Accrued payroll  $68,452   $121,120 
Advances from customers   32,687    25,099 
Advances from IGH Holding Inc   49,000    49,000 
Accrued warranty   31,036    27,714 
Payroll tax and sales tax payable   139,773    245,226 
Accrued store expenses   61,075    21,975 
Accrued IPO offering cost   
    225,000 
Accrued freight in cost   163,183    107,255 
Accrued professional fee   
    103,000 
Accrued Expenses and Other Current Liabilities  $545,206   $925,389 
v3.24.3
Loan Payable (Tables)
6 Months Ended
Sep. 30, 2024
Loan Payable [Abstract]  
Schedule of Company’s Loans A summary of the Company’s loans is listed as follows:
Lender   Due Date   September 30,
2024
    March 31,
2024
 
Chase Bank(i)     October 25, 2027      
      176,366  
Chase Bank(ii)   January 12, 2028     301       56,580  
Chase Bank(vii)   September 28, 2028      
      221,197  
Leaf Capital Funding, LLC(iii)   September 30, 2027     40,845       46,856  
Sinoelite Corp(iv)   April 03, 2024    
      100,000  
Automobile Loan – Honda(v)   June 25, 2027     24,635       28,833  
Bank of Hope(vi)   September 15, 2024    
      391,227  
Bank of Hope(vi)   September 22, 2024    
      400,000  
Bank of Hope(vi)   December 12, 2024      
      205,000  
He's Realty Holdings LLC(viii)   August 11, 2025     1,800,000      
 
Milea Truck Sales of Queens Inc. (ix)   August 22, 2027     125,061      
 
Milea Truck Sales of Queens Inc. (ix)   July 26, 2027     91,095      
 
Peapack-Gladstone Bank(x)   August 31, 2025     4,909,982      
 
Total loan payables         6,991,919       1,626,059  
Short-term loan payables         (4,909,982 )      
Short-term mortgage loan payables         (1,800,000 )      
Current portion of long-term loan payables         (90,809 )     (1,213,242 )
Long-term loan payables       $ 191,128     $ 412,817  
(i) On October 25, 2022, the Company’s subsidiary, Universe King Corp. obtained a five-year long-term loan of $230,000 from JPMorgan Chase Bank, N.A. with an annual interest rate of 10.35%. Mr. Ke Zhang, the Company’s Chief Human Resource Officer, provided a guarantee on this loan. To secure payment and performance of the liabilities, Universe King Corp. pledged to JPMorgan Chase Bank, N.A., a continuing security interest in all of its right, title and interest in all of its properties, whether now owned or hereinafter acquired and whether now existing or hereafter arising. On August 9, 2024, the Company paid off this loan in full.

 

(ii) On January 12, 2023, the Company’s subsidiary, Arfy Corp. obtained a five-year long-term loan of $70,000 from JPMorgan Chase Bank, N.A. with an annual interest rate of 9.8%. Mr. Tong Chen, an original stockholder of the Company, provided a guarantee on this loan. To secure payment and performance of the liabilities, Arfy Corp. pledged to JPMorgan Chase Bank, N.A., a continuing security interest in all of its right, title and interest in all of its properties, whether now owned or hereinafter acquired and whether now existing or hereafter arising. On August 9, 2024, the Company paid $52,069 and as of September 30, 2024, the outstanding balance is $301.
(iii) On August 24, 2022, Universe King Corp. obtained a five-year long-term loan of $63,674 from Leaf Capital Funding, LLC with an annual interest rate of 7.0%. The collateral provided included the Fuso trucks, whether now owned or hereafter acquired by Universe King Corp., and together with all accessories, accessions, attachments thereto, and all other substitutions, renewals, replacements and improvements and all proceeds of the foregoing. As of September 30, 2024, the outstanding balance is $40,845. From October 1 to November 14, 2024, the Company paid $2,523 on principal and interest of the loan.
(iv) On January 3, 2023, Fly E-Bike, Inc. obtained a one-year and three-month long-term loan of $100,000 from Sinoelite Corp with no interest. On April 25, 2024, the Company paid off this loan in full.
(v) On June 12, 2023, Flyebikemiami Inc obtained a four-year long-term loan of $34,974 from AutoNation Honda Miami Lakes with an annual interest rate of 3.98%. The collateral provided was the Honda vehicle purchased by Flyebikemiami Inc. As of September 30, 2024, the outstanding balance is $24,635. From October 1 to November 14, 2024, the Company paid $1,579 on principal and interest of the loan.
(vi) On September 20, 2023, Fly-E Group, Inc obtained a line of credit of $1,000,000 from Bank of Hope with a floating annual interest rate, currently at 8.5%. On the same date, the Company withdrew $391,226 from Bank of Hope to pay off the loan balance with Flushing Bank as of September 15, 2023. On September 22, 2023 and December 12, 2023, the Company withdrew $400,000 and $205,000, respectively, from Bank of Hope to support its business operations. Mr. Zhou Ou, the Company’s Chief Executive Officer, and Mr. Ke Zhang, the Company’s Chief Human Resource Officer, provided a guarantee on this loan. To secure payment and performance of the liabilities, Fly-E Group pledged to Bank of Hope the following items: inventory, chattel paper, accounts, equipment, and general intangibles of first 29 incorporated subsidiaries of the Company. On August 9, 2024, the Company paid off this loan in full.
(vii) On October 2, 2023, the Company’s subsidiary, Fly14 Corp. obtained a five-year long-term loan of $240,000 from JPMorgan Chase Bank, N.A. with an annual interest rate of 10.40%. To secure payment and performance of the liabilities, Fly14 Corp. pledged to JPMorgan Chase Bank, N.A., a continuing security interest in all of its rights, title and interest in all of its properties, whether now owned or hereinafter acquired and whether now existing or hereafter arising. On August 9, 2024, the Company paid off this loan in full.
(viii) On August 13, 2024, the Company’s subsidiary, AOFL LLC, obtained a one-year short-term loan of $1,800,000 from He's Realty Holdings LLC with an annual interest rate of 6.5%. The principal amount shall be paid to He's Realty Holdings LLC in one or more installments on or before August 11, 2025, and during the one-year borrowing period, AOFL LLC only needs to pay interest of $9,750 to He's Realty Holdings LLC on a monthly basis. The collateral provided was the office purchased by AOFL LLC. As of September 30, 2024, the outstanding balance is $1,800,000. From October 1 to November 14, 2024, the Company paid $19,500 on interest of the loan.    
(ix)

On August 22, 2024, Fly E-Bike, Inc. obtained a three-year long-term loan of $128,132 from Milea Truck Sales of Queens Inc. with an annual interest rate of 9.90%. The collateral provided was the FTR 2025 vehicle purchased by Fly E-Bike, Inc. As of September 30, 2024, the outstanding balance is $125,061. From October 1 to November 14, 2024, the Company paid $8,257 on principal and interest of the loan.

 

On July 26, 2024, Fly E-Bike, Inc. obtained a three-year long-term loan of $96,506 from Milea Truck Sales of Queens Inc. with an annual interest rate of 7.03%. The collateral provided was the NRR-CAB 2025 vehicle purchased by Fly E-Bike, Inc. As of September 30, 2024, the outstanding balance is $91,095. From October 1 to November 14, 2024, the Company paid $5,962 on principal and interest of the loan.

(x) On August 5, 2024, Fly-E Group, Inc obtained a line of credit of $5 million from Peapack-Gladstone Bank with a floating annual interest rate and the current annual interest rate is 8.8%. On August 5, 2024, the Company withdrew from this line of credit to pay off the outstanding principal and interest of loans from Bank of Hope in total of $996,476 and the loan from JPMorgan Chase Bank, N.A obtained by Fly14 Corp in total of $208,601. On August 6, 2024, the Company withdrew in total $214,905 from this line of credit to pay off the outstanding principal and interest of loans from JPMorgan Chase Bank, N.A. From August 7, 2024 to August 19, 2024, the Company withdrew $3,490,000 from the line of credit. Mr. Zhou Ou, the Company’s Chief Executive Officer, and Mr. Ke Zhang, the Company’s Chief Human Resource Officer, provided a guarantee on this loan. To secure payment and performance of the liabilities, Fly-E Group granted Peapack-Gladstone Bank a continuing lien on and security interest in all assets of the Company, including accounts, chattel paper, documents, instruments, inventory, general intangibles, equipment, fixtures, deposit accounts, goods, letter-of-credit rights, supporting obligations, investment property, commercial tort claims, property in the Lender's possession, additions, and proceeds of first 39 incorporated subsidiaries of the Company. From October 1 to November 14, 2024, the Company paid $102,703 on interest of the line of credit.
v3.24.3
Stockholder’s Equity (Tables)
6 Months Ended
Sep. 30, 2024
Stockholder’S Equity [Abstract]  
Schedule of Fair Value of the warrant, Using the Black-Scholes Model The key inputs into the Black-Scholes Model variables were as follows at measurement date:
   June 7,
2024
 
Stock price  $4.00 
Risk-free interest rate   4.46%
Volatility   56.52%
Exercise price  $4.00 
Dividend yield  $0 
v3.24.3
Income Tax (Tables)
6 Months Ended
Sep. 30, 2024
Income Tax [Abstract]  
Schedule of Provision for Income Taxes Significant components of the provision for income taxes are as follows:
   For the Six Months Ended
September 30,
 
   2024   2023 
Current        
Federal  $151,731   $124,914 
State   102,626    182,296 
City   114,796    147,469 
Deferred          
Federal   (273,000)   138,400 
State   (114,000)   33,700 
City   (71,000)   17,500 
Foreign   (4,643)   
 
Total  $(93,490)  $644,279 
Significant components of the provision for income taxes are as follows:
   For the Six Months Ended
September 30,
 
   2024   2023 
Current        
Federal  $151,731   $124,914 
State   102,626    182,296 
City   114,796    147,469 
Deferred          
Federal   (273,000)   138,400 
State   (114,000)   33,700 
City   (71,000)   17,500 
Total  $(88,847)  $644,279 
Significant components of the provision for income taxes are as follows:
   For the Six Months Ended
September 30
 
   2024   2023 
Current          
Federal  $
   $
 
State   
    
 
City   
    
 
Deferred          
Federal   (2,628)   
 
State   (2,015)   
 
City   
    
 
Total  $(4,643)  $
 

 

Schedule of Provision for Income Taxes The provision for income taxes is based on the following pretax income (loss):
   For the Six Months Ended
September 30,
 
   2024   2023 
U.S.  $(1,394,039)  $1,831,278 
Canada   (21,807)   
-
 
Total  $(1,415,846)  $1,831,278 
Schedule of Reconciles to the Company’s Effective Tax Rate The following table reconciles to the Company’s effective tax rate:
   For the Six Months Ended
September 30
 
   2024   2023 
Pre-tax book (loss) income  $(1,415,846)  $1,831,278 
Federal Statutory rate   21.0%   21.0%
State income tax rate, net of federal income tax benefit   4.1%   6.0%
City income tax rate, net of federal income tax benefit   3.8%   3.9%
Foreign statutory rate   0.1%   
 
Permanent differences   (10.2)%   4.4%
Return to project adjustment   (12.2)%   (0.1)%
Total   6.6%   35.2%
Schedule of Deferred Tax Assets Significant components of DTAs (DTLs), net are as follows:
   As of
September 30,
2024
   As of
March 31,
2024
 
Net operating loss carry forwards  $447,524   $40,332 
Inventory reserve   224,000    186,000 
Lease liability   5,599,000    5,810,000 
Less: Valuation allowance   
    
 
Total deferred tax assets (DTAs)  $6,270,524   $6,036,332 
Accumulated depreciation   (521,584)   (482,133)
ROU asset   (5,251,000)   (5,519,000)
Total deferred tax liabilities (DTLs)   (5,772,584)   (6,001,133)
Total deferred tax assets, net  $497,939   $35,199 
           
Deferred tax assets (liabilities) – U.S., net  $453,000   $(5,000)
Deferred tax assets – Canada, net  $44,939    40,199 
v3.24.3
Leases (Tables)
6 Months Ended
Sep. 30, 2024
Leases [Abstract]  
Schedule of Lease The Company’s operating right-of-use (“ROU”) assets and lease liabilities were as follows:
   September 30,
2024
   March 31,
2024
 
Operating ROU:        
ROU assets  $15,438,347   $16,000,742 
Total operating ROU assets  $15,438,347   $16,000,742 
   September 30,
2024
   March 31,
2024
 
Operating lease obligations:        
Current operating lease liabilities  $3,149,827   $2,852,744 
Non-current operating lease liabilities   13,288,194    13,986,879 
Total lease liabilities  $16,438,021   $16,839,623 
Remaining lease term and discount rate:
Weighted average discount rate   6.7%
Weighted average remaining lease term (years)   5.10 years 
Remaining lease term and discount rate:
Weighted average discount rate     6.4 %
Weighted average remaining lease term (years)     5.51 years  
Schedule of Future Minimum Lease Liabilities As of September 30, 2024, future minimum lease liabilities, all under office and facilities non-cancellable operating lease agreements, were as follows:
As of September 30, 2024  Operating Lease
Liabilities
 
2025  $4,120,683 
2026   4,011,162 
2027   3,784,169 
2028   3,213,232 
2029   1,994,817 
Thereafter   2,295,117 
Total lease payments   19,419,180 
Less: interest   (2,981,159)
Present value of lease liabilities  $16,438,021 
v3.24.3
Related Party Transactions (Tables)
6 Months Ended
Sep. 30, 2024
Related Party Transactions [Abstract]  
Schedule of Related Party Balances Accounts receivable — related parties
Name of Related Party  Relationship  Nature  September 30,
2024
   March 31,
2024
 
Fly E Bike SRL  Zhou Ou (CEO), owns over 50% equity interest of this entity  Accounts receivable  $91,885   $326,914 
Accounts receivable — related parties        $91,885   $326,914 
Prepayments and other receivables — related parties
Name of Related Party  Relationship  Nature  September 30,
2024
   March 31,
2024
 
Fly E Bike SRL  Zhou Ou (CEO), owns over 50% equity interest of this entity  Other receivables  $162   $180,256 
Zhou Ou  Chairman, CEO of the Company  Other receivables   147,646    
 
PJMG LLC  Ruifeng Guo (former CFO who resigned on November 6, 2024), owns over 50% equity interest of this entity  Prepayments   240,000    60,000 
Prepayments and other receivables – related parties        $387,808   $240,256 
Long-term prepayment for software development – related parties, net
Name of Related Party  Relationship  Nature  September 30,
2024
   March 31,
2024
 
DF Technology US Inc  Ruifeng Guo (former CFO who resigned on November 6, 2024), owns over 50% equity interest of this entity  Long-term prepayment for software development  $1,055,980   $1,279,000 
Long-term prepayment for software development — related parties, net        $1,055,980   $1,279,000 

 

Other payables — related parties
Name of Related Party  Relationship  Nature  September 30,
2024(i)
   March 31, 2024(i) 
Zhou Ou  Chairman, CEO of the Company  Other payable  $
   $92,229 
Other Payables-related parties        $
   $92,229 
Revenues — related parties
         For the three Months Ended
September 30
  

For the Six Months 

Ended
September 30

 
Name of Related Party  Relationship  Nature  2024  

 

2023

   2024   2023 
Fly E Bike SRL  Zhou Ou (CEO), owns over 50% equity interest of this entity  Product sales  $44,143   $146,249   $47,785   $282,814 
Revenues — related parties        $44,143   $146,249   $47,785   $282,814 
Name of Related Party  Relationship  Nature  September 30,
2024
   March 31, 2024 
DF Technology US Inc  Ruifeng Guo (former CFO who resigned on November 6, 2024), owns over 50% equity interest of this entity  Purchase of Software  $500,000   $
 
Purchase of Intangible Assets — related parties        $500,000   $
 
v3.24.3
Description of Business, Organization and Basis of Presentation (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 25, 2024
Jun. 07, 2024
Sep. 30, 2024
Jun. 30, 2024
Sep. 30, 2023
Jun. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Mar. 31, 2024
Description of Business, Organization and Basis of Presentation [Line Items]                  
Gross proceeds             $ 9,154,500  
Net proceeds from initial public offering $ 1,200,000 $ 9,000,000              
Warrants to purchase shares (in Shares)             129,375    
Underwriting discounts   7,900,000              
Working capital     $ 2,300,000       $ 2,300,000    
Cash     1,274,935       1,274,935   $ 1,403,514
Net (Loss) Income     (1,142,848) $ (179,508) $ 746,556 $ 440,443 (1,322,356) 1,186,999  
Net cash provided by operating activities             (9,412,145) $ 1,593,868  
Contractual obligation     9,600,000       9,600,000    
Fly E-Bike, Inc [Member]                  
Description of Business, Organization and Basis of Presentation [Line Items]                  
Gross proceeds   $ 9,000,000              
Liquidity [Member]                  
Description of Business, Organization and Basis of Presentation [Line Items]                  
Net (Loss) Income     1,100,000   6,000,000   1,300,000    
Common Stock [Member]                  
Description of Business, Organization and Basis of Presentation [Line Items]                  
Number of shares issued (in Shares) [1]       2,587,500          
Additional purchase shares of common stock (in Shares) [1]                
Net (Loss) Income            
IPO [Member]                  
Description of Business, Organization and Basis of Presentation [Line Items]                  
Gross proceeds 1,400,000                
Additional shares were sold (in Shares)   337,500              
IPO [Member] | Fly E-Bike, Inc [Member]                  
Description of Business, Organization and Basis of Presentation [Line Items]                  
Number of shares issued (in Shares)   2,250,000              
Stock price per share (in Dollars per share)   $ 4              
Gross proceeds $ 1,400,000                
Additional purchase shares of common stock (in Shares) 337,500 337,500              
Net proceeds from initial public offering             $ 9,200,000    
IPO [Member] | Common Stock [Member]                  
Description of Business, Organization and Basis of Presentation [Line Items]                  
Number of shares issued (in Shares)   2,250,000              
Stock price per share (in Dollars per share)   $ 4              
Underwriters [Member]                  
Description of Business, Organization and Basis of Presentation [Line Items]                  
Additional shares were sold (in Shares) 337,500                
[1] Shares and per share data are presented on a retroactive basis to reflect the nominal share issuance on December 21, 2022 and to give effect to the stock split completed on April 2, 2024.
v3.24.3
Description of Business, Organization and Basis of Presentation (Details) - Schedule of Consolidated Financial Statements
6 Months Ended
Sep. 30, 2024
FLY-E GROUP, INC. [Member]  
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]  
Background ●    A Delaware corporation ●    Incorporated on November 1, 2022 ●    A holding company
Ownership Parent Company
FLY EV, INC.[Member]  
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]  
Background ●    A Delaware corporation ●    Incorporated on November 1, 2022 ●    A holding Company
Ownership 100% owned by Fly-E Group, Inc.
FLY E-BIKE, INC. [Member]  
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]  
Background ●    A Delaware Company ●    Incorporated on August 22, 2022 ●    A holding Company
Ownership 100% owned by Fly-E Group, Inc.
UNIVERSE KING CORP [Member]  
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]  
Background ●    A New York corporation ●    Incorporated on November 19, 2018 ●    A retail store
Ownership 100% owned by Fly E-Bike, Inc.
UFOTS CORP. [Member]  
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]  
Background ●    A New York corporation ●    Incorporated on May 2, 2019 ●    A retail store
Ownership 100% owned by Fly E-Bike, Inc.
ARFY CORP. [Member]  
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]  
Background ●    A New York corporation ●    Incorporated on April 29, 2020 ●    A retail store
Ownership 100% owned by Fly E-Bike, Inc.
TKPGO CORP. [Member]  
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]  
Background ●    A New York corporation ●    Incorporated on July 3, 2018 ●    A retail store
Ownership 100% owned by Fly E-Bike, Inc.
FLYFLS INC [Member]  
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]  
Background ●    A New York corporation ●    Incorporated on October 13, 2020 ●    A retail store and corporate office
Ownership 100% owned by Fly E-Bike, Inc.
FLY37 INC [Member]  
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]  
Background ●    A New York corporation ●    Incorporated on October 14, 2020 ●    A retail store
Ownership 100% owned by Fly E-Bike, Inc.
FIYET INC [Member]  
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]  
Background ●    A New York corporation ●    Incorporated on November 12, 2020 ●    A retail store
Ownership 100% owned by Fly E-Bike, Inc.
FLY GC INC. [Member]  
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]  
Background ●    A New York corporation ●    Incorporated on November 13, 2020 ●    A retail store
Ownership 100% owned by Fly E-Bike, Inc.
FLY MHT INC. [Member]  
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]  
Background ●    A New York corporation ●    Incorporated on December 15, 2020 ●    A retail store
Ownership 100% owned by Fly E-Bike, Inc.
FLYAM INC [Member]  
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]  
Background ●    A New York corporation ●    Incorporated on February 19, 2021 ●    A retail store
Ownership 100% owned by Fly E-Bike, Inc.
OFLYO INC [Member]  
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]  
Background ●    A New York corporation ●    Incorporated on March 29, 2021 ●    A retail store
Ownership 100% owned by Fly E-Bike, Inc.
FLYEBIKE INC [Member]  
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]  
Background ●    A New York corporation ●    Incorporated on March 30, 2021 ●    A retail store
Ownership 100% owned by Fly E-Bike, Inc.
FLYCLB INC [Member]  
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]  
Background ●    A New York corporation ●    Incorporated on April 15, 2021 ●    A retail store
Ownership 100% owned by Fly E-Bike, Inc.
FLYEBIKE NJ INC [Member]  
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]  
Background ●    A New Jersey corporation ●    Incorporated on June 8, 2021 ●    A retail store
Ownership 100% owned by Fly E-Bike, Inc.
ESEBIKE INC [Member]  
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]  
Background ●    A New York corporation ●    Incorporated on October 13, 2021 ●    A retail store
Ownership 100% owned by Fly E-Bike, Inc.
FLYEBIKEMIAMI INC [Member]  
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]  
Background ●    A Florida corporation ●    Incorporated on June 30, 2021 ●    A retail store
Ownership 100% owned by Fly E-Bike, Inc.
GOFLY INC [Member]  
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]  
Background ●    A Texas corporation ●    Incorporated on July 23, 2021 ●    A retail store
Ownership 100% owned by Fly E-Bike, Inc.
FLY14 CORP. [Member]  
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]  
Background ●    A New York corporation ●    Incorporated on September 15, 2021 ●    A retail store
Ownership 100% owned by Fly E-Bike, Inc.
EDISONEBIKE INC. [Member]  
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]  
Background ●    A New York corporation ●    Incorporated on October 13, 2021 ●    A retail store
Ownership 100% owned by Fly E-Bike, Inc.
FLYTRON INC. [Member]  
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]  
Background ●    A New York corporation ●    Incorporated on November 9, 2021 ●    A retail store
Ownership 100% owned by Fly E-Bike, Inc.
FLYCYCLE INC. [Member]  
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]  
Background ●    A New York corporation ●    Incorporated on January 10, 2022 ●    A retail store
Ownership 100% owned by Fly E-Bike, Inc.
FLYNJ2 INC. [Member]  
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]  
Background ●    A New Jersey corporation ●    Incorporated on February 10, 2022 ●    A retail store
Ownership 100% owned by Fly E-Bike, Inc.
FLYBWY INC. [Member]  
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]  
Background ●    A New York corporation ●    Incorporated on March 2, 2022 ●    A retail store
Ownership 100% owned by Fly E-Bike, Inc.
FLYCORONA INC. [Member]  
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]  
Background ●    A New York corporation ●    Incorporated on March 9, 2022 ●    A retail store
Ownership 100% owned by Fly E-Bike, Inc.
MEEBIKE [Member]  
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]  
Background ●    A New York corporation ●    Incorporated on March 25, 2022 ●    A retail store
Ownership 100% owned by Fly E-Bike, Inc.
FLY6AVE, INC. [Member]  
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]  
Background ●    A New York corporation ●    Incorporated on April 16, 2022 ●    A retail store
Ownership 100% owned by Fly E-Bike, Inc.
FLY E BIKE NJ3, INC [Member]  
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]  
Background ●    A New Jersey corporation ●    Incorporated on July 18, 2022 ●    A retail store
Ownership 100% owned by Fly E-Bike, Inc.
FLYEBIKE BROOKLYN, INC. [Member]  
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]  
Background ●    A New York corporation ●    Incorporated on November 2, 2022 ●    A retail store
Ownership 100% owned by Fly E-Bike, Inc.
FLY E-BIKE SAN ANTONIO INC [Member]  
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]  
Background ●    A Texas corporation ●    Incorporated on January 1, 2023 ●    A retail store
Ownership 100% owned by Fly E-Bike, Inc.
FLYEBIKE WORLD INC. [Member]  
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]  
Background ●    A New York corporation ●    Incorporated on February 27, 2023 ●    A retail store
Ownership 100% owned by Fly E-Bike, Inc.
FLY DELIVERY INC. [Member]  
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]  
Background ●    A New York corporation ●    Incorporated on March 2, 2023 ●    A delivery store
Ownership 100% owned by Fly E-Bike, Inc.
FLYEBIKE MIAMI2 INC. [Member]  
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]  
Background ●    A Florida corporation ●    Incorporated on April 13, 2023 ●    A retail store
Ownership 100% owned by Fly E-Bike, Inc.
FLYDC INC. [Member]  
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]  
Background ●    A Washington, DC corporation ●    Incorporated on May 31, 2023 ●    A retail store
Ownership 100% owned by Fly E-Bike, Inc.
FLYMHT659 INC. [Member]  
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]  
Background ●    A New York corporation ●    Incorporated on June 2, 2023 ●    A retail store
Ownership 100% owned by Fly E-Bike, Inc.
FLYBX745 INC. [Member]  
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]  
Background ●    A New York corporation ●    Incorporated on June 15, 2023 ●    A retail store
Ownership 100% owned by Fly E-Bike, Inc.
FLYJH8509 INC. [Member]  
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]  
Background ●    A New York corporation ●    Incorporated on August 30, 2023 ●    A retail store
Ownership 100% owned by Fly E-Bike, Inc.
FLYBX2381 INC. [Member]  
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]  
Background ●    A New York corporation ●    Incorporated on August 30, 2023 ●    A retail store
Ownership 100% owned by Fly E-Bike, Inc.
FLYNJ4 INC. [Member]  
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]  
Background ●    A New York corporation ●    Incorporated on October 4, 2023 ●    A retail store
Ownership 100% owned by Fly E-Bike, Inc.
FLYTORONTO Corp. [Member]  
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]  
Background ●    A Toronto corporation ●    Incorporated on October 18, 2023 ●    A retail store
Ownership 100% owned by Fly E-Bike, Inc.
FLYLA INC. [Member]  
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]  
Background ●    A California corporation ●    Incorporated on December 1, 2023 ●    A retail store
Ownership 100% owned by Fly E-Bike, Inc.
FWMOTOR INC. [Member]  
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]  
Background ●    A New York corporation ●    Incorporated on April 3, 2024 ●    A retail store
Ownership 100% owned by Fly E-Bike, Inc.
DCMOTOR INC. [Member]  
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]  
Background ●    A Maryland corporation ●    Incorporated on April 9, 2024 ●    A retail store
Ownership 100% owned by Fly E-Bike, Inc.
AOFL LLC [Member]  
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]  
Background ●    A New York corporation ●    Incorporated on June 25, 2024 ●    A holding company
Ownership 100% owned by Fly E-Bike, Inc.
GOBIKE INC [Member]  
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]  
Background ●    A New York corporation ●    Incorporated on July 16, 2024 ●    A rental store
Ownership 100% owned by Fly E-Bike, Inc.
FLYEBIKE BOSTON INC [Member]  
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]  
Background ●    A Massachusetts corporation ●    Incorporated on September 1, 2024 ●    A retail store
Ownership 100% owned by Fly E-Bike, Inc.
v3.24.3
Summary of Significant Accounting Policies (Details) - USD ($)
3 Months Ended 6 Months Ended
Sep. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Summary of Significant Accounting Policies [Line Items]          
Federally insured limit $ 250,000     $ 250,000  
Uninsured cash deposited 300,000   300,000  
Allowance for credit losses      
Impairment loss 154,751   $ 6,226 330,823 $ 159,851
Construction in progress 1,300,000 275,000   1,300,000  
Impairment of long-lived assets recognized      
Deferred offering cost 502,198     502,198  
Warranty reserves under accrued expenses and other payables 31,036 27,714   31,036  
Advertising expenses 129,542   14,339 198,061 26,066
Development costs 163,866   7,460 $ 309,448 7,460
Tax benefit       50.00%  
Accrued income tax related penalty 38,246   $ 30,645 $ 98,322 $ 73,817
Carrying amount of right-of-use assets 15,438,347 $ 16,000,742   $ 15,438,347  
Common stock exercisable on cashless basis       129,375  
Right-of-Use Assets [Member]          
Summary of Significant Accounting Policies [Line Items]          
Carrying amount of right-of-use assets $ 0     $ 0  
Supplier Concentration Risk [Member] | Total Purchases [Member] | Suppliers Two [Member]          
Summary of Significant Accounting Policies [Line Items]          
Concentration risk, percentage 20.00%   20.00% 30.00% 20.00%
Supplier Concentration Risk [Member] | Total Purchases [Member] | Suppliers Three [Member]          
Summary of Significant Accounting Policies [Line Items]          
Concentration risk, percentage 17.00%   19.00% 11.00% 13.00%
Supplier Concentration Risk [Member] | Total Purchases [Member] | Suppliers One [Member]          
Summary of Significant Accounting Policies [Line Items]          
Concentration risk, percentage     31.00% 44.00% 34.00%
Supplier Concentration Risk [Member] | Accounts Payable [Member] | Suppliers Two [Member]          
Summary of Significant Accounting Policies [Line Items]          
Concentration risk, percentage   26.00%   16.00%  
Supplier Concentration Risk [Member] | Accounts Payable [Member] | Suppliers Three [Member]          
Summary of Significant Accounting Policies [Line Items]          
Concentration risk, percentage   23.00%      
Supplier Concentration Risk [Member] | Accounts Payable [Member] | Suppliers One [Member]          
Summary of Significant Accounting Policies [Line Items]          
Concentration risk, percentage   31.00%   82.00%  
Supplier Concentration Risk [Member] | Suppliers One [Member] | Total Purchases [Member]          
Summary of Significant Accounting Policies [Line Items]          
Concentration risk, percentage 49.00%        
v3.24.3
Summary of Significant Accounting Policies (Details) - Schedule of Estimated Useful Lives
Sep. 30, 2024
Machinery and equipment [Member]  
Schedule of Estimated Useful Lives [Line Items]  
Estimated useful lives 5 years
Furniture and fixtures [Member]  
Schedule of Estimated Useful Lives [Line Items]  
Estimated useful lives 5 years
Motor vehicles [Member]  
Schedule of Estimated Useful Lives [Line Items]  
Estimated useful lives 5 years
Buildings [Member]  
Schedule of Estimated Useful Lives [Line Items]  
Estimated useful lives 30 years
Minimum [Member] | Leasehold improvements [Member]  
Schedule of Estimated Useful Lives [Line Items]  
Estimated useful lives 3 years
Maximum [Member] | Leasehold improvements [Member]  
Schedule of Estimated Useful Lives [Line Items]  
Estimated useful lives 10 years
v3.24.3
Summary of Significant Accounting Policies (Details) - Schedule of Estimated Useful Lives of Intangibles Assets
Sep. 30, 2024
Software [Member]  
Schedule of Estimated Useful Lives of Intangibles Assets [Line Items]  
Estimated useful lives of intangibles assets 5 years
Minimum [Member] | Property rights [Member]  
Schedule of Estimated Useful Lives of Intangibles Assets [Line Items]  
Estimated useful lives of intangibles assets 5 years
Maximum [Member] | Property rights [Member]  
Schedule of Estimated Useful Lives of Intangibles Assets [Line Items]  
Estimated useful lives of intangibles assets 20 years
v3.24.3
Summary of Significant Accounting Policies (Details) - Schedule of Disaggregated Information of Revenues - USD ($)
3 Months Ended 6 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Schedule of Disaggregated Information of Revenues [Line Items]        
Net revenues $ 6,824,406 $ 8,763,839 $ 14,697,832 $ 16,606,185
Revenues-retail [Member]        
Schedule of Disaggregated Information of Revenues [Line Items]        
Net revenues 5,923,576 6,768,828 12,793,994 12,937,001
Revenues-wholesale [Member]        
Schedule of Disaggregated Information of Revenues [Line Items]        
Net revenues $ 900,830 $ 1,995,011 $ 1,903,838 $ 3,669,184
v3.24.3
Inventories, Net (Details) - USD ($)
3 Months Ended 6 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Mar. 31, 2024
Inventories, Net [Abstract]          
Inventory allowance $ 622,623   $ 622,623   $ 514,021
Impairment loss $ 154,751 $ 6,226 $ 330,823 $ 159,851  
v3.24.3
Inventories, Net (Details) - Schedule of Inventories, Net - USD ($)
Sep. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
Mar. 31, 2023
Schedule of Inventories, Net [Line Items]        
Inventories $ 9,218,731 $ 5,878,081    
Inventory reserves (622,623) (514,021) $ (421,464) $ (431,363)
Inventories, net 8,596,108 5,364,060    
Batteries [Member]        
Schedule of Inventories, Net [Line Items]        
Inventories 2,546,143 1,009,228    
Electric Vehicles [Member]        
Schedule of Inventories, Net [Line Items]        
Inventories 4,152,741 2,634,643    
Tires [Member]        
Schedule of Inventories, Net [Line Items]        
Inventories 706,053 687,927    
Accessories [Member]        
Schedule of Inventories, Net [Line Items]        
Inventories $ 1,813,794 $ 1,546,283    
v3.24.3
Inventories, Net (Details) - Schedule of Movements of Inventory Reserves - USD ($)
6 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Schedule of Movements of Inventory Reserves [Abstract]    
Beginning balance $ 514,021 $ 431,363
Addition 330,823 159,851
Write off (222,221) (169,750)
Ending Balance $ 622,623 $ 421,464
v3.24.3
Prepayments and Other Receivables (Details) - USD ($)
$ in Millions
Sep. 30, 2024
Mar. 31, 2024
Prepayments and Other Receivables [Abstract]    
Prepayments to vendors $ 1.7 $ 0.1
v3.24.3
Prepayments and Other Receivables (Details) - Schedule of Prepayments and Other Current Assets - USD ($)
Sep. 30, 2024
Mar. 31, 2024
Schedule of Prepayments and Other Current Assets [Abstract]    
Prepaid rent $ 188,829 $ 179,792
Prepayments to vendors 1,672,196 143,018
Prepaid iCloud Server 1,747
Prepaid insurance 318,125 237,207
Prepaid income tax 48,124
Prepayments to other service providers 226,066 26,896
Total Prepayment and Other Receivables $ 2,453,340 $ 588,660
v3.24.3
Property and Equipment, Net (Details) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Aug. 12, 2024
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Mar. 31, 2024
Property and Equipment, Net [Line Items]            
Depreciation expenses   $ 85,859 $ 126,891 $ 180,910 $ 190,559  
Contract price   9,600,000   9,600,000    
Payments to DFT for development       2,355,980   $ 1,554,000
Construction in progress   1,300,000   1,300,000   275,000
Cash   1,274,935   1,274,935   1,403,514
Related Party [Member]            
Property and Equipment, Net [Line Items]            
Long-term prepayment for software development– related parties   1,055,980   1,055,980   $ 1,279,000
Realty Holdings LLC [Member]            
Property and Equipment, Net [Line Items]            
Closing cost $ 69,215          
Cash 628,211          
ERP System [Member]            
Property and Equipment, Net [Line Items]            
Contract price   $ 2,500,000   $ 2,500,000    
Office Property [Member] | Realty Holdings LLC [Member]            
Property and Equipment, Net [Line Items]            
Property purchase price 3,594,000          
Line of Credit [Member]            
Property and Equipment, Net [Line Items]            
Line of credit borrowing 1,235,004          
Financed the remaining balance $ 1,800,000          
Annual interest rate 6.50%          
v3.24.3
Property and Equipment, Net (Details) - Schedule of Property and Equipment - USD ($)
Sep. 30, 2024
Mar. 31, 2024
Schedule of Property and Equipment [Line Items]    
Property and Equipment, Gross $ 7,241,956 $ 2,171,352
Less: Accumulated depreciation (597,239) (416,330)
Property and Equipment, net 6,644,717 1,755,022
Furniture & Fixtures [Member]    
Schedule of Property and Equipment [Line Items]    
Property and Equipment, Gross 407,201 400,558
Machinery & Equipment [Member]    
Schedule of Property and Equipment [Line Items]    
Property and Equipment, Gross 254,594 212,317
Automobile [Member]    
Schedule of Property and Equipment [Line Items]    
Property and Equipment, Gross 655,628 306,607
Leasehold improvements [Member]    
Schedule of Property and Equipment [Line Items]    
Property and Equipment, Gross 961,318 976,870
Building [Member]    
Schedule of Property and Equipment [Line Items]    
Property and Equipment, Gross 3,663,215
Construction in progress-Software [Member]    
Schedule of Property and Equipment [Line Items]    
Property and Equipment, Gross $ 1,300,000 $ 275,000
v3.24.3
Intangible Assets, Net (Details) - USD ($)
3 Months Ended 6 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Sep. 05, 2024
Intangible Assets, Net [Abstract]          
Amortization expenses $ 7,895 $ 8,846  
Total contract price         $ 500,000
v3.24.3
Intangible Assets, Net (Details) - Schedule of Intangible Assets - USD ($)
Sep. 30, 2024
Mar. 31, 2024
Finite-Lived Intangible Assets, Net [Abstract]    
Property rights $ 38,032 $ 38,032
GO FLY App 500,000
Total Intangible assets 538,032 38,032
Less: Accumulated Amortization (10,494) (1,648)
Intangible assets, net $ 527,538 $ 36,384
v3.24.3
Accrued Expenses and Other Payables (Details) - Schedule of Accrued Expenses and Other Payables - USD ($)
Sep. 30, 2024
Mar. 31, 2024
Schedule of Accrued Expenses and Other Payables [Abstract]    
Accrued payroll $ 68,452 $ 121,120
Advances from customers 32,687 25,099
Advances from IGH Holding Inc 49,000 49,000
Accrued warranty 31,036 27,714
Payroll tax and sales tax payable 139,773 245,226
Accrued store expenses 61,075 21,975
Accrued IPO offering cost 225,000
Accrued freight in cost 163,183 107,255
Accrued professional fee 103,000
Accrued Expenses and Other Current Liabilities $ 545,206 $ 925,389
v3.24.3
Loan Payable (Details) - USD ($)
1 Months Ended 3 Months Ended 6 Months Ended
Aug. 13, 2024
Aug. 09, 2024
Dec. 12, 2023
Sep. 22, 2023
Sep. 20, 2023
Nov. 14, 2024
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Aug. 22, 2024
Aug. 06, 2024
Aug. 05, 2024
Jul. 26, 2024
Oct. 02, 2023
Jun. 12, 2023
Jan. 12, 2023
Jan. 03, 2023
Oct. 25, 2022
Aug. 24, 2022
Loan Payable [Line Items]                                        
Outstanding balance                 $ 91,095                      
Withdrew to pay outstanding balance                       $ 3,490,000                
Total interest expenses             $ 23,795 $ 17,969 91,877 $ 50,592                    
JPMorgan Chase Bank, N.A [Member]                                        
Loan Payable [Line Items]                                        
Payment on principal and interest of debt   $ 52,069                                    
Milea Truck Sales of Queens Inc. [Member]                                        
Loan Payable [Line Items]                                        
Long-term loan amount                           $ 96,506            
Annual interest rate                           7.03%            
Peapack-Gladstone Bank [Member]                                        
Loan Payable [Line Items]                                        
Annual interest rate                         8.80%              
Peapack-Gladstone Bank [Member]                                        
Loan Payable [Line Items]                                        
Line of credit                         $ 5,000,000              
Bank of Hope [Member]                                        
Loan Payable [Line Items]                                        
Withdrew to pay outstanding balance                         996,476              
JPMorgan Chase Bank, N.A [Member]                                        
Loan Payable [Line Items]                                        
Withdrew to pay outstanding balance                       $ 214,905 $ 208,601              
Loans Payable [Member]                                        
Loan Payable [Line Items]                                        
Long-term loan amount             $ 1,800,000   1,800,000                      
Loans Payable [Member] | JPMorgan Chase Bank, N.A [Member]                                        
Loan Payable [Line Items]                                        
Long-term loan amount                             $ 240,000   $ 70,000   $ 230,000  
Annual interest rate                             10.40%   9.80%   10.35%  
Outstanding balance                 301                      
Loans Payable [Member] | Leaf Capital Funding, LLC [Member]                                        
Loan Payable [Line Items]                                        
Long-term loan amount                                       $ 63,674
Annual interest rate                                       7.00%
Outstanding balance                 40,845                      
Loans Payable [Member] | Sinoelite Corp [Member]                                        
Loan Payable [Line Items]                                        
Long-term loan amount                                   $ 100,000    
Loans Payable [Member] | AutoNation Honda Miami Lakes [Member]                                        
Loan Payable [Line Items]                                        
Long-term loan amount                               $ 34,974        
Annual interest rate                               3.98%        
Outstanding balance                 24,635                      
Loans Payable [Member] | He's Realty Holdings LLC [Member]                                        
Loan Payable [Line Items]                                        
Annual interest rate 6.50%                                      
Short-term loan $ 1,800,000                                      
Payment of interest $ 9,750                                      
Outstanding balance                 $ 1,800,000                      
Loans Payable [Member] | Milea Truck Sales of Queens Inc. [Member]                                        
Loan Payable [Line Items]                                        
Long-term loan amount                     $ 128,132                  
Annual interest rate             9.90%   9.90%                      
Outstanding balance                 $ 125,061                      
Loans Payable [Member] | Line of Credit [Member] | Bank of Hope [Member]                                        
Loan Payable [Line Items]                                        
Annual interest rate         8.50%                              
Line of credit         $ 1,000,000                              
Pay off the loan balance     $ 205,000 $ 400,000 $ 391,226                              
Subsequent Event [Member]                                        
Loan Payable [Line Items]                                        
Paid interest amount           $ 102,703                            
Subsequent Event [Member] | He's Realty Holdings LLC [Member]                                        
Loan Payable [Line Items]                                        
Payment on principal and interest of debt           19,500                            
Subsequent Event [Member] | Milea Truck Sales of Queens Inc. [Member]                                        
Loan Payable [Line Items]                                        
Payment on principal and interest of debt           5,962                            
Subsequent Event [Member] | Loans Payable [Member] | JPMorgan Chase Bank, N.A [Member]                                        
Loan Payable [Line Items]                                        
Payment on principal and interest of debt           2,523                            
Subsequent Event [Member] | Loans Payable [Member] | AutoNation Honda Miami Lakes [Member]                                        
Loan Payable [Line Items]                                        
Payment on principal and interest of debt           1,579                            
Subsequent Event [Member] | Loans Payable [Member] | Milea Truck Sales of Queens Inc. [Member]                                        
Loan Payable [Line Items]                                        
Payment on principal and interest of debt           $ 8,257                            
v3.24.3
Loan Payable (Details) - Schedule of Company’s Loans - Loans Payable [Member] - USD ($)
6 Months Ended
Sep. 30, 2024
Mar. 31, 2024
Schedule of Company’s Loans [Line Items]    
Total loan payables $ 6,991,919 $ 1,626,059
Short-term loan payables (4,909,982)  
Short-term mortgage loan payables (1,800,000)  
Current portion of long-term loan payables (90,809) (1,213,242)
Long-term loan payables $ 191,128 412,817
Chase Bank [Member]    
Schedule of Company’s Loans [Line Items]    
Due Date [1] Oct. 25, 2027  
Total loan payables [1] 176,366
Chase Bank One [Member]    
Schedule of Company’s Loans [Line Items]    
Due Date [2] Jan. 12, 2028  
Total loan payables [2] $ 301 56,580
Chase Bank Two [Member]    
Schedule of Company’s Loans [Line Items]    
Due Date [3] Sep. 28, 2028  
Total loan payables [3] 221,197
Leaf Capital Funding, LLC [Member]    
Schedule of Company’s Loans [Line Items]    
Due Date [4] Sep. 30, 2027  
Total loan payables [4] $ 40,845 46,856
Sinoelite Corp [Member]    
Schedule of Company’s Loans [Line Items]    
Due Date [5] Apr. 03, 2024  
Total loan payables [5] 100,000
Automobile Loan – Honda [Member]    
Schedule of Company’s Loans [Line Items]    
Due Date [6] Jun. 25, 2027  
Total loan payables [6] $ 24,635 28,833
Bank of Hope [Member]    
Schedule of Company’s Loans [Line Items]    
Due Date [7] Sep. 15, 2024  
Total loan payables [7] 391,227
Bank of Hope One [Member]    
Schedule of Company’s Loans [Line Items]    
Due Date [7] Sep. 22, 2024  
Total loan payables [7] 400,000
Bank of Hope Two [Member]    
Schedule of Company’s Loans [Line Items]    
Due Date [7] Dec. 12, 2024  
Total loan payables [7] 205,000
He's Realty Holdings LLC [Member]    
Schedule of Company’s Loans [Line Items]    
Due Date [8] Aug. 11, 2025  
Total loan payables [8] $ 1,800,000
Milea Truck Sales of Queens Inc. [Member]    
Schedule of Company’s Loans [Line Items]    
Due Date [9] Aug. 22, 2027  
Total loan payables [9] $ 125,061
Milea Truck Sales of Queens Inc. One [Member]    
Schedule of Company’s Loans [Line Items]    
Due Date [9] Jul. 26, 2027  
Total loan payables [9] $ 91,095
Peapack-Gladstone Bank [Member]    
Schedule of Company’s Loans [Line Items]    
Due Date [10] Aug. 31, 2025  
Total loan payables [10] $ 4,909,982
[1] On October 25, 2022, the Company’s subsidiary, Universe King Corp. obtained a five-year long-term loan of $230,000 from JPMorgan Chase Bank, N.A. with an annual interest rate of 10.35%. Mr. Ke Zhang, the Company’s Chief Human Resource Officer, provided a guarantee on this loan. To secure payment and performance of the liabilities, Universe King Corp. pledged to JPMorgan Chase Bank, N.A., a continuing security interest in all of its right, title and interest in all of its properties, whether now owned or hereinafter acquired and whether now existing or hereafter arising. On August 9, 2024, the Company paid off this loan in full.
[2] On January 12, 2023, the Company’s subsidiary, Arfy Corp. obtained a five-year long-term loan of $70,000 from JPMorgan Chase Bank, N.A. with an annual interest rate of 9.8%. Mr. Tong Chen, an original stockholder of the Company, provided a guarantee on this loan. To secure payment and performance of the liabilities, Arfy Corp. pledged to JPMorgan Chase Bank, N.A., a continuing security interest in all of its right, title and interest in all of its properties, whether now owned or hereinafter acquired and whether now existing or hereafter arising. On August 9, 2024, the Company paid $52,069 and as of September 30, 2024, the outstanding balance is $301.
[3] On October 2, 2023, the Company’s subsidiary, Fly14 Corp. obtained a five-year long-term loan of $240,000 from JPMorgan Chase Bank, N.A. with an annual interest rate of 10.40%. To secure payment and performance of the liabilities, Fly14 Corp. pledged to JPMorgan Chase Bank, N.A., a continuing security interest in all of its rights, title and interest in all of its properties, whether now owned or hereinafter acquired and whether now existing or hereafter arising. On August 9, 2024, the Company paid off this loan in full.
[4] On August 24, 2022, Universe King Corp. obtained a five-year long-term loan of $63,674 from Leaf Capital Funding, LLC with an annual interest rate of 7.0%. The collateral provided included the Fuso trucks, whether now owned or hereafter acquired by Universe King Corp., and together with all accessories, accessions, attachments thereto, and all other substitutions, renewals, replacements and improvements and all proceeds of the foregoing. As of September 30, 2024, the outstanding balance is $40,845. From October 1 to November 14, 2024, the Company paid $2,523 on principal and interest of the loan.
[5] On January 3, 2023, Fly E-Bike, Inc. obtained a one-year and three-month long-term loan of $100,000 from Sinoelite Corp with no interest. On April 25, 2024, the Company paid off this loan in full.
[6] On June 12, 2023, Flyebikemiami Inc obtained a four-year long-term loan of $34,974 from AutoNation Honda Miami Lakes with an annual interest rate of 3.98%. The collateral provided was the Honda vehicle purchased by Flyebikemiami Inc. As of September 30, 2024, the outstanding balance is $24,635. From October 1 to November 14, 2024, the Company paid $1,579 on principal and interest of the loan.
[7] On September 20, 2023, Fly-E Group, Inc obtained a line of credit of $1,000,000 from Bank of Hope with a floating annual interest rate, currently at 8.5%. On the same date, the Company withdrew $391,226 from Bank of Hope to pay off the loan balance with Flushing Bank as of September 15, 2023. On September 22, 2023 and December 12, 2023, the Company withdrew $400,000 and $205,000, respectively, from Bank of Hope to support its business operations. Mr. Zhou Ou, the Company’s Chief Executive Officer, and Mr. Ke Zhang, the Company’s Chief Human Resource Officer, provided a guarantee on this loan. To secure payment and performance of the liabilities, Fly-E Group pledged to Bank of Hope the following items: inventory, chattel paper, accounts, equipment, and general intangibles of first 29 incorporated subsidiaries of the Company. On August 9, 2024, the Company paid off this loan in full.
[8] On August 13, 2024, the Company’s subsidiary, AOFL LLC, obtained a one-year short-term loan of $1,800,000 from He's Realty Holdings LLC with an annual interest rate of 6.5%. The principal amount shall be paid to He's Realty Holdings LLC in one or more installments on or before August 11, 2025, and during the one-year borrowing period, AOFL LLC only needs to pay interest of $9,750 to He's Realty Holdings LLC on a monthly basis. The collateral provided was the office purchased by AOFL LLC. As of September 30, 2024, the outstanding balance is $1,800,000. From October 1 to November 14, 2024, the Company paid $19,500 on interest of the loan.
[9]

On August 22, 2024, Fly E-Bike, Inc. obtained a three-year long-term loan of $128,132 from Milea Truck Sales of Queens Inc. with an annual interest rate of 9.90%. The collateral provided was the FTR 2025 vehicle purchased by Fly E-Bike, Inc. As of September 30, 2024, the outstanding balance is $125,061. From October 1 to November 14, 2024, the Company paid $8,257 on principal and interest of the loan.

 

On July 26, 2024, Fly E-Bike, Inc. obtained a three-year long-term loan of $96,506 from Milea Truck Sales of Queens Inc. with an annual interest rate of 7.03%. The collateral provided was the NRR-CAB 2025 vehicle purchased by Fly E-Bike, Inc. As of September 30, 2024, the outstanding balance is $91,095. From October 1 to November 14, 2024, the Company paid $5,962 on principal and interest of the loan.

[10] On August 5, 2024, Fly-E Group, Inc obtained a line of credit of $5 million from Peapack-Gladstone Bank with a floating annual interest rate and the current annual interest rate is 8.8%. On August 5, 2024, the Company withdrew from this line of credit to pay off the outstanding principal and interest of loans from Bank of Hope in total of $996,476 and the loan from JPMorgan Chase Bank, N.A obtained by Fly14 Corp in total of $208,601. On August 6, 2024, the Company withdrew in total $214,905 from this line of credit to pay off the outstanding principal and interest of loans from JPMorgan Chase Bank, N.A. From August 7, 2024 to August 19, 2024, the Company withdrew $3,490,000 from the line of credit. Mr. Zhou Ou, the Company’s Chief Executive Officer, and Mr. Ke Zhang, the Company’s Chief Human Resource Officer, provided a guarantee on this loan. To secure payment and performance of the liabilities, Fly-E Group granted Peapack-Gladstone Bank a continuing lien on and security interest in all assets of the Company, including accounts, chattel paper, documents, instruments, inventory, general intangibles, equipment, fixtures, deposit accounts, goods, letter-of-credit rights, supporting obligations, investment property, commercial tort claims, property in the Lender's possession, additions, and proceeds of first 39 incorporated subsidiaries of the Company. From October 1 to November 14, 2024, the Company paid $102,703 on interest of the line of credit.
v3.24.3
Stockholder’s Equity (Details) - USD ($)
6 Months Ended
Jun. 25, 2024
Jun. 07, 2024
Sep. 30, 2024
Mar. 31, 2024
Mar. 27, 2024
Jun. 30, 2023
Stockholder’s Equity [Line Items]            
Common stock, shares authorized     44,000,000 44,000,000    
Common stock, par value (in Dollars per share)     $ 0.01 $ 0.01    
Preferred stock, par value (in Dollars per share)     $ 0.01 $ 0.01    
Common stock, shares outstanding     24,587,500 22,000,000    
Stock split of capital stock     1-for-110,000      
Net, proceeds received from initial public offering (in Dollars) $ 1,200,000 $ 9,000,000        
Fair value of warrant (in Dollars)     $ 274,472      
Shares subscription receivable (in Dollars)     $ 219,998 $ 219,998    
Accounts payable balance (in Dollars)           $ 2,260,000
Capital contribution (in Dollars)           2,400,000
Warrants [Member]            
Stockholder’s Equity [Line Items]            
Purchase shares of common stock     129,375      
Exercise price per share (in Dollars per share)     $ 4      
Minimum [Member]            
Stockholder’s Equity [Line Items]            
Preferred stock capital         40  
Maximum [Member]            
Stockholder’s Equity [Line Items]            
Preferred stock capital         4,400,000  
Common Stock [Member]            
Stockholder’s Equity [Line Items]            
Common stock, shares authorized     400      
Common stock, par value (in Dollars per share)         $ 0.01  
Common stock, shares issued     200      
Common stock, shares outstanding     200      
Price per share (in Dollars per share)   $ 4        
Common Stock [Member] | Minimum [Member]            
Stockholder’s Equity [Line Items]            
Common stock capital         440  
Common Stock [Member] | Maximum [Member]            
Stockholder’s Equity [Line Items]            
Common stock capital         48,400,000  
Preferred Stock [Member]            
Stockholder’s Equity [Line Items]            
Preferred stock, shares issued     40      
Preferred stock, par value (in Dollars per share)     $ 0.01      
Mr. Zhou Ou [Member[            
Stockholder’s Equity [Line Items]            
Capital contribution (in Dollars)           $ 140,000
Preferred Stock [Member] | Minimum [Member]            
Stockholder’s Equity [Line Items]            
Preferred stock capital         400  
Preferred Stock [Member] | Maximum [Member]            
Stockholder’s Equity [Line Items]            
Preferred stock capital         44,000,000  
IPO [Member]            
Stockholder’s Equity [Line Items]            
Common stock, shares issued   2,250,000        
Additional shares of common stock   337,500        
Over-Allotment Option [Member]            
Stockholder’s Equity [Line Items]            
Net, proceeds received from initial public offering (in Dollars) $ 9,200,000          
Additional shares of common stock 337,500          
Gross proceeds from exercise of underwriters (in Dollars) $ 1,400,000          
v3.24.3
Stockholder’s Equity (Details) - Schedule of Fair Value of the warrant, Using the Black-Scholes Model - Black-Scholes Model [Member]
Jun. 07, 2024
USD ($)
$ / shares
Schedule of Fair Value of the warrant, Using the Black-Scholes Model [Line Items]  
Stock price $ 4
Risk-free interest rate 4.46%
Volatility 56.52%
Exercise price $ 4
Dividend yield | $ $ 0
v3.24.3
Income Tax (Details) - USD ($)
3 Months Ended 6 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Mar. 31, 2024
Income Tax [Line Items]          
Income tax benefit $ (165,935) $ 360,879 $ (93,490) $ 644,279  
Pre-tax loss 1,300,000 1,100,000 (1,415,846) 1,831,278  
Accrued income tax related penalty 38,246 30,645 98,322 73,817  
Deferred tax liabilities 497,939   497,939   $ 35,199
Deferred tax assets 6,270,524   6,270,524   6,036,332
Net operating loss carryforwards 447,524   447,524   40,332
Offset taxable income 5,800,000   5,800,000   5,600,000
Inventory allowance 224,000   224,000   186,000
Deferred tax liabilities 5,772,584   5,772,584   6,001,133
Accumulated depreciation 521,584   521,584   482,133
ROU asset 5,251,000   $ 5,251,000   5,519,000
Carried forward period     20 years    
Pre-tax book income (loss) in U.S     $ (1,394,039) 1,831,278  
Pre-tax book income (loss) in Canada     (21,807)  
Canada [Member]          
Income Tax [Line Items]          
Deferred tax liabilities 44,939   44,939   40,199
Deferred Income Tax Charge [Member]          
Income Tax [Line Items]          
Deferred tax liabilities 497,939   497,939   $ 35,199
UNITED STATES          
Income Tax [Line Items]          
Income tax benefit 200,000 400,000 (88,847) 644,279  
Pre-tax loss 1,300,000   1,400,000    
Pre-tax book income (loss) in U.S 1,300,000 1,100,000 (1,400,000) 1,800,000  
CANADA          
Income Tax [Line Items]          
Income tax benefit     (4,643)  
Pre-tax loss 14,582   21,807    
Pre-tax book income (loss) in Canada 14,582 (21,807)  
CANADA | Fly Toronto Corp [Member]          
Income Tax [Line Items]          
Income tax benefit $ (4,643) $ 631  
v3.24.3
Income Tax (Details) - Schedule of Components of the Provision for Income Taxes - USD ($)
3 Months Ended 6 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Current        
Federal     $ 151,731 $ 124,914
State     102,626 182,296
City     114,796 147,469
Deferred        
Federal     (273,000) 138,400
State     (114,000) 33,700
City     (71,000) 17,500
Foreign     (4,643)
Total $ (165,935) $ 360,879 (93,490) 644,279
United States [Member]        
Current        
Federal     151,731 124,914
State     102,626 182,296
City     114,796 147,469
Deferred        
Federal     (273,000) 138,400
State     (114,000) 33,700
City     (71,000) 17,500
Total $ 200,000 $ 400,000 (88,847) 644,279
Canada [Member]        
Current        
Federal    
State    
City    
Deferred        
Federal     (2,628)
State     (2,015)
City    
Total     $ (4,643)
v3.24.3
Income Tax (Details) - Schedule of Provision for Income Taxes - USD ($)
3 Months Ended 6 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Schedule of Provision for Income Taxes [Abstract]        
U.S.     $ (1,394,039) $ 1,831,278
Canada     (21,807)
Total $ 1,300,000 $ 1,100,000 $ (1,415,846) $ 1,831,278
v3.24.3
Income Tax (Details) - Schedule of Reconciles to Company’s Effective Tax Rate - USD ($)
3 Months Ended 6 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Schedule of Reconciles to Company’s Effective Tax Rate [Abstract]        
Pre-tax book (loss) income (in Dollars) $ (1,308,783) $ 1,107,435 $ (1,415,846) $ 1,831,278
Federal Statutory rate     21.00% 21.00%
State income tax rate, net of federal income tax benefit     4.10% 6.00%
City income tax rate, net of federal income tax benefit     3.80% 3.90%
Foreign statutory rate     0.10%
Permanent differences     (10.20%) 4.40%
Return to project adjustment     (12.20%) (0.10%)
Total     6.60% 35.20%
v3.24.3
Income Tax (Details) - Schedule of Deferred Tax Assets - USD ($)
Sep. 30, 2024
Mar. 31, 2024
Schedule of Deferred Tax Assets [Line Items]    
Net operating loss carry forwards $ 447,524 $ 40,332
Inventory reserve 224,000 186,000
Lease liability 5,599,000 5,810,000
Less: Valuation allowance
Total deferred tax assets (DTAs) 6,270,524 6,036,332
Accumulated depreciation (521,584) (482,133)
ROU asset (5,251,000) (5,519,000)
Total deferred tax liabilities (DTLs) (5,772,584) (6,001,133)
Total deferred tax assets, net 497,939 35,199
Deferred tax assets – Canada, net 497,939 35,199
United States [Member]    
Schedule of Deferred Tax Assets [Line Items]    
Deferred tax assets (liabilities) – U.S., net 453,000 (5,000)
Canada [Member]    
Schedule of Deferred Tax Assets [Line Items]    
Deferred tax assets – Canada, net $ 44,939 $ 40,199
v3.24.3
Leases (Details)
$ in Thousands
3 Months Ended 6 Months Ended
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
Mar. 31, 2024
Leases [Abstract]          
Number of leases 38   38   38
Lease expenses $ 1,110 $ 750 $ 2,240 $ 1,500  
Cost of goods-occupancy cost 310 130 650 250  
Rent expense in selling expense 770 560 1,500 1,080  
Rent expense in general and administrative expense $ 30 $ 60 $ 90 $ 160  
v3.24.3
Leases (Details) - Schedule of Lease - USD ($)
Sep. 30, 2024
Mar. 31, 2024
Operating ROU:    
Total operating ROU assets $ 15,438,347 $ 16,000,742
Operating lease obligations:    
Current operating lease liabilities 3,149,827 2,852,744
Non-current operating lease liabilities 13,288,194 13,986,879
Total lease liabilities $ 16,438,021 $ 16,839,623
Weighted average discount rate 6.70% 6.40%
Weighted average remaining lease term (years) 5 years 1 month 6 days 5 years 6 months 3 days
v3.24.3
Leases (Details) - Schedule of Future Minimum Lease Liabilities - USD ($)
Sep. 30, 2024
Mar. 31, 2024
Schedule of Future Minimum Lease Liabilities [Abstract]    
2025 $ 4,120,683  
2026 4,011,162  
2027 3,784,169  
2028 3,213,232  
2029 1,994,817  
Thereafter 2,295,117  
Total lease payments 19,419,180  
Less: interest (2,981,159)  
Present value of lease liabilities $ 16,438,021 $ 16,839,623
v3.24.3
Related Party Transactions (Details) - USD ($)
1 Months Ended 3 Months Ended 6 Months Ended
Nov. 18, 2024
Jun. 12, 2024
Sep. 30, 2024
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Sep. 17, 2024
Apr. 01, 2024
Mar. 31, 2024
Dec. 31, 2023
Sep. 05, 2023
Apr. 01, 2023
Related Party Transactions [Line Items]                          
Payment received   $ 180,256 $ 330,125                    
Advanced distributor     162 $ 162   $ 162   $ 477,771          
Service fee           45,000              
Prepaid amount     240,000 240,000   240,000              
Construction amount     1,300,000 1,300,000   1,300,000       $ 275,000      
Purchased certain products           47,785 $ 282,814            
Contract price                       $ 500,000  
Tax services       28,400   12,800              
Prepaid total amount     240,000 240,000   240,000              
Tax provisions       (165,935) $ 360,879 (93,490) 644,279            
Service [Member]                          
Related Party Transactions [Line Items]                          
Service fee           15,000              
Fly E Bike SRL [Member]                          
Related Party Transactions [Line Items]                          
Payment received           282,814              
Prepaid total amount     162 162   162       180,256      
Related Party [Member]                          
Related Party Transactions [Line Items]                          
Prepayment for software development     1,055,980 1,055,980   1,055,980       1,279,000      
Prepaid total amount     387,808 387,808   387,808       240,256      
Mr. Zhou Ou [Member[                          
Related Party Transactions [Line Items]                          
Unsecured amount     92,229 92,229 198,615 92,229 198,615            
DGLG [Member]                          
Related Party Transactions [Line Items]                          
consulting expenses         225,000              
PJMG LLC [Member]                          
Related Party Transactions [Line Items]                          
Prepaid total amount     $ 240,000 $ 240,000   240,000       60,000      
Tax provisions           $ 232,547              
Subsequent Event [Member]                          
Related Party Transactions [Line Items]                          
Payment received $ 149,875                        
Subsequent Event [Member] | Mr. Zhou Ou [Member[                          
Related Party Transactions [Line Items]                          
Payment received $ 149,875                        
Fly E Bike SRL [Member]                          
Related Party Transactions [Line Items]                          
Equity interest, percentage     50.00% 50.00%   50.00%              
PJMG LLC [Member]                          
Related Party Transactions [Line Items]                          
consulting expenses       $ 45,000   $ 60,000              
PJMG LLC [Member] | DGLG [Member]                          
Related Party Transactions [Line Items]                          
consulting expenses         100,000   $ 100,000            
Mr. Guo [Member]                          
Related Party Transactions [Line Items]                          
Equity interest, percentage                     50.00%    
Construction amount                   $ 275,000      
Mr. Ou holds [Member]                          
Related Party Transactions [Line Items]                          
Equity interest, percentage     50.00% 50.00%   50.00%              
Purchased certain products       $ 44,143                  
Mr. Ou holds [Member] | EV Products [Member]                          
Related Party Transactions [Line Items]                          
Purchased certain products         $ 146,249                
CEO [Member] | PJMG LLC [Member]                          
Related Party Transactions [Line Items]                          
Equity interest, percentage                         50.00%
CEO [Member] | Mr. Guo [Member]                          
Related Party Transactions [Line Items]                          
Equity interest, percentage                     50.00%    
IPO [Member] | Mr. Guo [Member]                          
Related Party Transactions [Line Items]                          
Equity interest, percentage                 50.00%        
v3.24.3
Related Party Transactions (Details) - Schedule of Related Party Balances - USD ($)
3 Months Ended 6 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Mar. 31, 2024
Fly E Bike SRL [Member]          
Related Party Transactions [Line Items]          
Relationship, Accounts receivable — related parties     Zhou Ou (CEO), owns over 50% equity interest of this entity    
Nature, Accounts receivable — related parties     Accounts receivable    
Accounts receivable — related parties $ 91,885   $ 91,885   $ 326,914
Relationship, Prepayments and other receivables — related parties     Zhou Ou (CEO), owns over 50% equity interest of this entity    
Nature, Prepayments and other receivables – related parties     Other receivables    
Prepayments and other receivables – related parties 162   $ 162   180,256
Relationship, Revenues-related parties     Zhou Ou (CEO), owns over 50% equity interest of this entity    
Nature, Revenues-related parties     Product sales    
Revenues-related parties 44,143 $ 146,249 $ 47,785 $ 282,814  
Related Party [Member]          
Related Party Transactions [Line Items]          
Accounts receivable — related parties 91,885   91,885   326,914
Prepayments and other receivables – related parties 387,808   387,808   240,256
Long-term prepayment for software development – related parties, net 1,055,980   1,055,980   1,279,000
Other Payables-related parties     92,229
Revenues-related parties 44,143 $ 146,249 47,785 $ 282,814  
Purchase of Intangible Assets 500,000   $ 500,000  
Zhou Ou [Member]          
Related Party Transactions [Line Items]          
Relationship, Prepayments and other receivables — related parties     Chairman, CEO of the Company    
Nature, Prepayments and other receivables – related parties     Other receivables    
Prepayments and other receivables – related parties 147,646   $ 147,646  
Relationship, Other Payables-related parties     Chairman, CEO of the Company    
Nature, Other Payables-related parties     Other payable    
Other Payables-related parties     92,229
PJMG LLC [Member]          
Related Party Transactions [Line Items]          
Relationship, Prepayments and other receivables — related parties     Ruifeng Guo (former CFO who resigned on November 6, 2024), owns over 50% equity interest of this entity    
Nature, Prepayments and other receivables – related parties     Prepayments    
Prepayments and other receivables – related parties 240,000   $ 240,000   60,000
DF Technology US Inc [Member]          
Related Party Transactions [Line Items]          
Relationship, Long-term prepayment for software development – related parties, net     Ruifeng Guo (former CFO who resigned on November 6, 2024), owns over 50% equity interest of this entity    
Nature, Long-term prepayment for software development – related parties, net     Long-term prepayment for software development    
Long-term prepayment for software development – related parties, net 1,055,980   $ 1,055,980   1,279,000
Relationship, Purchase of Intangible Assets     Ruifeng Guo (former CFO who resigned on November 6, 2024), owns over 50% equity interest of this entity    
Nature, Purchase of Intangible Assets     Purchase of Software    
Purchase of Intangible Assets $ 500,000   $ 500,000  
v3.24.3
Subsequent Events (Details) - Subsequent Event [Member] - USD ($)
Nov. 18, 2024
Oct. 02, 2024
Subsequent Events [Line Items]    
Bid price per share   $ 1
Payment received (in Dollars) $ 149,875  
Mr. Zhou Ou [Member[    
Subsequent Events [Line Items]    
Payment received (in Dollars) $ 149,875  
Common Stock [Member]    
Subsequent Events [Line Items]    
Bid price per share   $ 1

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