Vanguard Green Investment Ltd (VGES)

Vanguard Green Investment Limited operates in the beauty and wellness industry, providing spa and wellness services and spa-related products designed to improve overall health and body function. The beauty and wellness industry in China is an emerging industry still in its early stage, with huge potential for significant growth. In 2020, the COVID-19 crisis weakened global beauty and wellness industry sales as consumers had limited access to retail outlets and supply chain bottlenecks reduced product availability, with industry sales in China falling up to 80 percent compared with 2019. Based on McKinsey & Company research dated April 8, 2021, consumers care deeply about wellness and their interest is growing, with the global wellness market estimated at more than US$1.5 trillion, with annual growth of 5 to 10 percent. China's large territory, population, diverse ethnicity and cultural background result in different consumer orientations across cities and townships, making it particularly challenging to address the consumer market with a single business model. Advances in technology and rising use of technology in marketing have intensified competition, prompting the Company to develop business models allowing quick penetration and broad coverage of different markets.

The beauty and wellness industry is highly competitive and fragmented, and the Company may be at a disadvantage competing with competitors who have greater reserves or higher access to capital to deploy in operations, capital expenditure, and marketing activities. The Company hopes to maintain a competitive advantage by utilizing its knowledge and expertise in the industry and its beyond satisfactory customer service. The Company is focusing on three key areas as part of its early development in the Chinese market: entering the regional market through a franchisee and agent model with parties who have deep understanding of the local market; ensuring rapid development of an Omni channel marketing plan targeting leasing out at least ten thousand Stone Spa Bed (Hot Stone Bath equipment) to reduce project development time cost and spur sales and revenue growth; and maintaining a clear and transparent business model to enable effective collaboration between the Company and its agents/franchisees.

Vanguard Green Investment Limited is an early-stage wellness and beauty supply services company intending to offer customers a wide range of trusted non-surgical spa services and quality spa care products. The Company, through its subsidiaries, mainly supplies high quality spa services and spa care products. The Company operates in the Chinese market with three business models: a tripartite co-operation and profit sharing model involving deployment of stone spa beds and franchise; a large-scale chain agent model involving deployment of stone spa beds; and a direct-service store model. Revenue is derived from provision of wellness and beauty services to customers via Company-owned outlets, franchised outlets, or distribution of products to third-party wellness and beauty salons. The Company has implemented a member database for its bedrock bathing centre, allowing customers to join membership at an attracting fee to enjoy services at member price, and also allows customers to purchase service packages via online and WeChat. For the year ended July 31, 2026, the Company has not generated revenue from customers under the ordinary course of business.

The Company's service offering centers on DAY MORE STONE THERAPHY, comprising Bedrock Bathing/Hot Stone Bath and Quartz Therapy. Bedrock Bathing involves bathers lying down on a heated slab of rocks embedded on a spa treatment bed without using hot water and wearing indoor clothing, originally named 'Ganban'yoku' and originating from Japan. The five stones intended for use are Black Silica Stone, Radium Stone, Far Infrared Stone, Negative Ion Stone and Beitou Stone, with average therapy time of approximately 30 minutes. The Company believes bedrock bathing treatments assist in elimination of suboptimal health conditions caused by polluted environments, unhealthy dietary intake, and unhealthy lifestyles, improving general bodily function and immune system, promoting blood circulation, yielding visible skin improvement, improving basal metabolism for sustainable weight loss, and providing anti-aging benefits. Pricing is divided into three tiers: Flagship targeting the high-end segment with premium pricing packages, Luxury designed to attract middle class individuals, and Refined aiming to attract customers with lower budgets. The Company started offering bedrock bathing services in the Shanghai outlet in January 2019. Service packages include subscription-based treatments and pay-per-service options, with bundles comprising 10 times visit package, 20 times visit package, and 30 times visit package. Quartz Therapy addresses chakras within and parts of the human body that connect with the environment, with quartz having therapeutic effect of enabling chakras to regain balance, providing benefits of body cleansing, restoring good health and spirit.

The Company's product line comprises NVB Scent Diffuser and Mini Water Purifier. The NVB Scent Diffuser is a negative oxygen ions essential oil diffuser that distributes cold-sprayed essential oil particles to balance oxygen and negative ions in the air, with negative ions eliminating particles and being called the vitamin in the air; the diffuser purifies air quality, provides natural aroma that relaxes the body, and integrates 'Never BAC anti-bacterial' technology providing purification, anti-bacterial, second-hand smoke elimination, and deodorization effects. The Mini Water Purifier integrates advanced pressurization technology and filtering materials, allowing instant purification of water and removal of excess chlorine, with multi-layer filtration ensuring water conservation and stabilizing water pressure while effectively removing heavy metals and impurities associated with old pipelines. The Company owned several trademarks registered under its subsidiary in Hong Kong, Singapore, Saudi Arabia, and the United Arab Emirates, with effective dates ranging from December 14, 2018 through July 31, 2019 and durations of 10 years. As of April 30, 2026, the Company decided to write off the entire trademark in consideration of the assets having no further economic benefit for the Company business. On June 22, 2021, the Intellectual Property Office of Singapore granted one invention patent to MU Global Holding Limited (HK) for a duration of 20 years with an effective date from September 11, 2019, covering a Thermostatic Control Setting Plan for a stone spa bed. As of April 30, 2026, the Company decided to write off the entire patent in consideration of the assets having no further economic benefit for the Company business.

The Company is venturing into a new business focus promoting green finance and advancing global implementation of Environmental, Social, and Governance (ESG) standards, focusing on developing innovative green financial solutions combining sustainability with responsible investment principles. The Company is committed to helping companies overcome financial challenges by offering customized financial solutions, reducing their carbon footprint and achieving carbon neutrality goals, and assisting businesses in navigating changing market conditions and regulatory frameworks. The Company focuses on developing innovative financial tools that promote carbon reduction while delivering stable investment returns to clients, with a range of professional services including carbon trading, carbon pledge financing, and carbon custody, providing comprehensive carbon asset management solutions and innovative financial support to businesses. On July 30, 2024, the Company entered into a share purchase agreement by and among Xie Ling as Purchaser, MU Global Health Management (Shanghai) Limited as Subsidiary, and MU Global Holding Limited as Seller, pursuant to which the Purchaser agreed to purchase the Subsidiary for consideration of $11,975.00 ¹. The Disposition closed on July 30, 2024 when all closing conditions were satisfied, including payment of the Purchase Price, and upon closing the Purchaser became the sole shareholder of the Subsidiary and assumed all assets and some liabilities of the Subsidiary.

For the year ended July 31, 2026, the Company did not generate revenue and did not incur cost of revenue or generate gross profit. General and administrative expenses for the year ended July 31, 2026 and 2025 amounted to $93,091 ² and $65,920 ³ respectively, comprising professional fees, interest expense and foreign exchange. Other income was $0 ⁴ and $5 ⁵ for the year ended July 31, 2026 and 2025 respectively, being interest income. Net loss for the year ended July 31, 2026 and 2025 amounted to $98,247 ⁶ and $76,778 ⁷ respectively, with the increase in net loss of $21,469 ⁸ mainly due to the increase in general and administrative expenses incurred during the year ended July 31, 2026. As of July 31, 2026 and 2025, the Company had working capital shortage of $822,825 ⁹ and $689,654 ¹⁰, consisting of cash and cash equivalents of $55 ¹¹ and $93 ¹² respectively. Net cash used in operating activities was $74,388 ¹³ and $74,051 ¹⁴ for the years ended July 31, 2026 and 2025 respectively, mainly for payment of general and administrative expenses. Net cash generated from financing activity was $74,350 ¹⁵ and $62,092 ¹⁶ for the years ended July 31, 2026 and 2025 respectively, primarily reflecting loan from director. As of July 31, 2026, the Company had 59,434,838 ¹⁷ shares of common stock issued and outstanding and 162 ¹⁸ beneficial owners of its Common Stock.

The Company intends to expand its wellness and beauty business beyond China, with intentions but no definitive plans or timelines to expand to Singapore, Malaysia, Hong Kong, and Middle Eastern countries in the coming years, and subsequently intends to make efforts to expand throughout Asia. The Company anticipates spending a substantial amount in marketing and advertising in the coming year. The Company's key strategy includes ensuring rapid development of the Omni channel marketing plan which targets to lease out at least ten thousand Stone Spa Bed (Hot Stone Bath equipment), reducing the time cost for development of the project and working to spur sales and revenue growth.

The Company is venturing into a new business focus in promoting green finance and advancing the global implementation of Environmental, Social, and Governance (ESG) standards, which will focus on developing innovative green financial solutions, combining sustainability with responsible investment principles. The Company is committed to helping companies overcome financial challenges by offering customized financial solutions, reducing their carbon footprint and achieving carbon neutrality goals, and assisting businesses in navigating the ever-changing market conditions and regulatory frameworks. The Company focuses on developing innovative financial tools that not only promote carbon reduction but also deliver stable investment returns to its clients. The Company's range of professional services includes carbon trading, carbon pledge financing, and carbon custody, providing comprehensive carbon asset management solutions and innovative financial support to businesses.

The Company's ability to continue as a going concern is dependent upon improving profitability and continuing financial support from its shareholders and director. Management believes the existing shareholders, director or external financing will provide the additional cash to meet the Company's obligations as they become due. During the year ended July 31, 2026, the Company met its working capital requirements primarily from financial support from director and third party company. The Company depends substantially on financing activities to provide liquidity and capital resources needed to meet working capital requirements and to make capital investments in connection with ongoing operations.

The Company does not have any credit facilities or other access to bank credit. The Company's principal executive office is located at 4F., No. 33, Ln. 258, Sec. 2, Jianguo N. Rd., Zhongshan Dist., Taipei City 104482, Taiwan (R.O.C.). As of July 31, 2026, the Company has a total of 2 employees ¹⁹. The Company has adopted an accountability system, hence management personnel have flexible working hours, and the sole director and Chief Executive Officer cum Chief Financial Officer, Niu Yen-Yen, currently works full-time and is fully committed to the operation of the company. The Company does not presently have pension, health, annuity, insurance, stock options, profit sharing, or similar benefit plans, though it may adopt plans in the future.

The Company has not granted any stock options to its executive officers since incorporation, and there is currently no equity compensation plan in place. The Company has no written employment agreements with its officers and directors. The Board of Directors does not currently receive any consideration for their services as members of the Board of Directors, and reserves the right in the future to award members cash or stock-based consideration. The Company has not repurchased any shares of its common stock during the fiscal year ended July 31, 2026. Any future determination as to the declaration and payment of dividends on shares of Common Stock will be made at the discretion of the board of directors out of funds legally available for such purpose, and the Company currently has no plans to pay such dividends, with the board intending to retain all earnings for use in the business for the foreseeable future.

Management has identified material weaknesses in internal control over financial reporting, including lack of adequate segregation of duties and effective risk assessment, and lack of an audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on the board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures. Management concluded that internal controls and procedures overall were not effective as of July 31, 2026. Management's remediation initiatives include planning to create a position to segregate duties consistent with control objectives, increasing personnel resources and technical accounting expertise within the accounting function, and intending to add staff members to the management team to ensure information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized and reported as and when required, with segregated responsibilities. The Company anticipates these initiatives will be at least partially, if not fully, implemented by the end of fiscal year 2026.

Management's message to shareholders emphasizes the Company's transition toward a new business focus on promoting green finance and advancing global implementation of Environmental, Social, and Governance (ESG) standards, while maintaining its existing wellness and beauty operations. The Company is committed to helping companies overcome financial challenges by offering customized financial solutions, reducing their carbon footprint and achieving carbon neutrality goals, and assisting businesses in navigating the ever-changing market conditions and regulatory frameworks. Management's strategic priorities include developing innovative green financial solutions that combine sustainability with responsible investment principles, with a range of professional services including carbon trading, carbon pledge financing, and carbon custody. The Company also emphasizes its focus on three key areas in the Chinese market: entering the regional market through a franchisee and agent model, ensuring rapid development of the Omni channel marketing plan targeting leasing out at least ten thousand Stone Spa Bed (Hot Stone Bath equipment), and maintaining a clear and transparent business model. Management acknowledges the Company's going concern uncertainty, with the Company having incurred a net loss of $98,247 for the year ended July 31, 2026, current liabilities exceeding current assets by $822,825 , accumulated deficit of $2,659,068 , capital deficiency of $822,825 , and negative operating cash flow of $74,388 . Management believes the existing shareholders, director or external financing will provide the additional cash to meet the Company's obligations as they become due.

Total revenue for the year ended July 31, 2026 was $0 ²¹, unchanged from $0 ²² for the year ended July 31, 2025, as the Company did not generate revenue in either period. Net loss for the year ended July 31, 2026 was $98,247 , compared to net loss of $76,778 for the year ended July 31, 2025, an increase in net loss of $21,469 primarily due to increased general and administrative expenses. General and administrative expenses were $93,091 for the year ended July 31, 2026, compared to $65,920 for the year ended July 31, 2025. Other income was $0 for the year ended July 31, 2026, compared to $5 for the year ended July 31, 2025, being interest income. The Company did not incur cost of revenue and did not generate gross profit for either period, and did not incur selling and distribution expenses for either period. Net cash used in operating activities was $74,388 for the year ended July 31, 2026, compared to $74,051 for the year ended July 31, 2025. Net cash generated from financing activity was $74,350 for the year ended July 31, 2026, compared to $62,092 for the year ended July 31, 2025, primarily reflecting loan from director. As of July 31, 2026, the Company had cash and cash equivalents of $55 , compared to $93 as of July 31, 2025, and working capital shortage of $822,825 , compared to $689,654 as of July 31, 2025. As of July 31, 2026, the Company had an accumulated deficit of $2,659,068 and capital deficiency of $822,825 . The Company has two reportable segments based on business unit, Investment Holding and Wellness and Beauty Services businesses, and three reportable segments based on country, Nevada, Seychelles and Hong Kong. Audit fees were $15,000 ²³ for the year ended July 31, 2026 and $15,000 ²⁴ for the year ended July 31, 2025, with audit related fees of $10,500 ²⁵ and $10,500 ²⁶ respectively, for total fees of $25,500 ²⁷ and $25,500 ²⁸ respectively.

The Company faces substantial doubt about its ability to continue as a going concern, having incurred a net loss of $98,247 for the year ended July 31, 2026, with current liabilities exceeding current assets by $822,825 , accumulated deficit of $2,659,068 ²⁰, capital deficiency of $822,825 , and negative operating cash flow of $74,388 . The Company did not generate revenue for the year ended July 31, 2026 and 2025, and depends substantially on financing activities, primarily loans from director and financial support from a third party company, to meet working capital requirements. The Company has no credit facilities or other access to bank credit. The beauty and wellness industry is highly competitive and fragmented, and the Company may be at a disadvantage competing with competitors who have greater reserves or higher access to capital to deploy in operations, capital expenditure, and marketing activities. The Company has identified material weaknesses in internal control over financial reporting, including lack of adequate segregation of duties and effective risk assessment, and lack of an audit committee, which may cause the Company to face the likelihood of fraud or theft due to poor oversight, governance and review to detect errors. The Company's Common Stock may be subject to penny stock regulations, which impose additional sales practice requirements on broker-dealers and may restrict the ability of broker-dealers to sell the Common Stock and affect the ability of investors to sell their Common Stock in the secondary market.