UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended: ~~June~~September 30, 2025

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

For the transition period from ____________ to _____________

Commission File Number: 000-56038

Holistic Asset Finance Group Co., Ltd.

(Exact name of registrant as specified in its charter)

Nevada		87-0602435
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Suite 57, 15 Terminus St, Castle Hill, NSW, Australia		2154
(Address of principal executive offices)		(Zip Code)

(02) 9159 1827

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

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 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, a 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 ~~August~~November 113, 2025, there were 7074,~~928~~228,185 shares of the registrant’s common stock outstanding.

HOLISTIC ASSET FINANCE GROUP CO., LTD.

Quarterly Report on Form 10-Q

Period Ended ~~June~~September 30, 2025

TABLE OF CONTENTS

PART I
FINANCIAL INFORMATION
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	911
Item 4.	Controls and Procedures	911
PART II
OTHER INFORMATION
Item 1.	Legal Proceedings	1012
Item 1A.	Risk Factors	1012
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	1012
Item 3.	Defaults Upon Senior Securities	1012
Item 4.	Mine Safety Disclosures	1012
Item 5.	Other Information	1012
Item 6.	Exhibits	1012

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

Holistic Asset Finance Group Co., Ltd

Condensed Consolidated Financial Statements

For the ~~The~~Three ~~Six~~and Nine Months Ended ~~June~~September 30, 2025 ~~And~~and 2024

Index To Condensed Consolidated Financial Statements

Condensed Consolidated Financial Statements		Page
Condensed Consolidated Balance Sheets as of June 30, 2025 (Unaudited) and December 31, 2024 (Audited)		F-1
Condensed Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024 (Audited)		F-1
Condensed Consolidated Statements of Operations and Comprehensive (Loss)/Income for the three and six months ended June 30, 2025 and 2024 (Unaudited)		F-2
Condensed Consolidated Statements of Operations and Comprehensive (Loss)/Income for the three months and nine months ended September 30, 2025 and 2024 (Unaudited)		F-2
Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the six months ended June 30, 2025 and 2024 (Unaudited)		F-3
Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the nine months ended September 30, 2025 and 2024 (Unaudited)		F-3
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024 (Unaudited)		F-4
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 (Unaudited)		F-4
Notes to the Condensed Consolidated Financial Statements (Unaudited)		F-5

Holistic Asset Finance Group Co., Ltd

Condensed Consolidated Balance Sheets

As of ~~June~~September 30, 2025 (Unaudited) and December 31, 2024 (Audited)

Currency expressed in United States Dollars (“US$” or “$”), except for number of shares or otherwise stated

			June 30,				December 31,
					September 30,				December 31,
	Note		~~2025~~		2025		~~2024~~		2024
ASSETS
CURRENT ASSETS
Cash and cash equivalents			$	~~6,792~~	$	10,464	$	~~17,409~~	$	17,409
Account receivable, net				~~64,349~~		30,546		~~6,062~~		6,062
Deposits, prepayments and other receivables	6	6		~~4,383~~		2,658		~~4,948~~		4,948
Due from a related party	8	8		~~4,622~~		-		~~742~~		742
Total Current Assets				~~80,146~~		43,668		~~29,161~~		29,161
NON-CURRENT ASSETS
Operating lease right-of-use assets				~~390~~		151		~~769~~		769
TOTAL ASSETS				~~80,536~~		43,819		~~29,930~~		29,930
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable				~~61,696~~		1,588		-		-
Advance from customers				-		-		~~10,000~~		10,000
Other payables	7	7		~~16,082~~		13,712		~~57,968~~		57,968
Tax payable	9	9		14		29		~~2,474~~		2,474
Due to related parties	8	8		~~255,270~~		289,780		~~187,311~~		187,311
Total current liabilities				~~333,062~~		305,109		~~257,753~~		257,753
TOTAL LIABILITIES				~~333,062~~		305,109		~~257,753~~		257,753
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ DEFICIT
Series A convertible preferred stock - 2,083,333 shares authorized, par value $0.001, 2,083,333 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively				2,083				2,083
Series A convertible preferred stock - 2,083,333 shares authorized, par value $0.001, 2,083,333 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively						2,083				2,083
Series L Preferred stock- 1,000 shares authorized, par value $0.001, 1,000 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively				1				1
Series L Preferred stock- 1,000 shares authorized, par value $0.001, 1,000 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively						1				1
Common stock - 600,000,000 shares authorized, par value $0.001, 70,928,185 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively				70,928				70,928
Common stock - 600,000,000 shares authorized, par value $0.001, 74,228,185 and 70,928,185 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively						74,228				70,928
Additional paid-in capital				~~70,736,456~~		70,736,456		~~70,736,456~~		70,736,456
Accumulated deficit				~~(71,060,737~~	)	(71,074,346	)	~~(71,038,015~~	)	(71,038,015	)
Accumulated other comprehensive (loss)/income				~~(1,257~~	)	288		~~724~~		724
Total shareholders’ deficit				~~(252,526~~	)	(261,290	)	~~(227,823~~	)	(227,823	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT			$	~~80,536~~	$	43,819	$	~~29,930~~	$	29,930

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

F-1

Holistic Asset Finance Group Co., Ltd

Condensed Consolidated Statements of Operations and Comprehensive (Loss)/Income

For the three months and ~~six~~nine months ended ~~June~~ September 30, 2025 and 2024 (Unaudited)

Currency expressed in United States Dollars (“US$” or “$”), except for number of shares or otherwise stated

			Three months ended June 30,						Six months ended June 30,
			Three months ended September 30,						Nine months ended September 30,
	Note		2025			2024			2025			2024
Revenue		4	$	~~190~~1,~~025~~235,465			346,~~870~~895		$	~~453~~1,~~663~~689,128			7581,~~067~~962
Cost of revenue				(~~147~~1,~~259~~177,906	)		(~~3,294~~187	)		(~~372~~1,~~546~~550,452	)		(6,~~466~~653	)
Gross profit				4257,~~766~~559			316,~~576~~708			81138,~~117~~676			6875,~~601~~309
Operating expenses
General and administrative expenses		5		(3268,~~916~~479	)		(2960,~~292~~773	)		(86155,~~522~~001	)		(59120,~~905~~678	)
Profit/(Loss) from operations				9,850			2,284			(5,405	)		8,696
Loss from operations				(10,920	)		(54,065	)		(16,325	)		(45,369	)
Other expenses, net:
Interest income				12-			151			12			1516
Foreign exchange (loss)/gain				(19,744	)		(166	)		(17,257	)		254
Foreign exchange gain/(loss)				535			208			(16,722	)		462
Other expenses				(38	)		(19	)		(72	)		(303	)
Other income/(expenses)				17			235			(55	)		(68	)
Total other expenses, net				(19,770	)		(170	)		(17,317	)		(34	)
Total other income/(expenses), net				552			444			(16,765	)		410
(Loss)/Profit before income taxes				(9,920	)		2,114			(22,722	)		8,662
Loss before income taxes				(10,368	)		(53,621	)		(33,090	)		(44,959	)
Income tax expenses				-			(2,383	)		-			(5,545	)
Income tax (expenses)/credits				(3,241	)		5,545			(3,241	)		-
Net (loss)/profit			$	(9,920	)		(269	)	$	(22,722	)		3,117
Net loss			$	(13,609	)		(48,076	)	$	(36,331	)		(44,959	)
Foreign currency translation adjustment				(1,~~827~~545	)		77(5	)		(~~1,981~~436	)		(7681	)
Total Comprehensive (loss)/profit				(11,747	)		(192	)		(24,703	)		3,041
Total Comprehensive loss				(12,064	)		(48,081	)		(36,767	)		(45,040	)
Weighted average shares outstanding:
Basic				7071,~~928~~580,~~185~~932			4570,~~650~~928,~~407~~185			7071,~~928~~146,~~185~~567			4050,~~762~~928,~~439~~185
Diluted				7071,~~928~~580,~~185~~932			4570,~~650~~928,~~407~~185			7071,~~928~~146,~~185~~567			4250,~~845~~928,~~772~~185
(Loss) Earnings per share
Loss Earnings per share
Basic				(0.~~0001~~0002	)		(0.~~0000~~0007	)		(0.~~0003~~0005	)		(0.~~0001~~0009	)
Diluted				(0.~~0001~~0002	)		(0.~~0000~~0007	)		(0.~~0003~~0005	)		(0.~~0001~~0009	)

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

F-2

Holistic Asset Finance Group Co., Ltd

Condensed ~~Consolidated~~ Consolidated Statements of Changes in Shareholders’ Deficit

For the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024 (Unaudited)

Currency expressed in United States Dollars (“US$” or “$”), except for number of shares or otherwise stated

	Series A Preferred Stock				Series L Preferred Stock				Common Stock				Additional					Accumulated other ~~comprehensive~~			Total
	Number of shares		Amount		Number of Shares		Amount		Number of Shares		Par Value		Paid-in Capital		Accumulated Deficit			comprehensive income/ (loss)			Stockholders' Deficit
Balance – January 1, 2024		2,083,333	$	2,083		1,000	$	1		35,928,185	$	35,928	$	70,736,456	$	(70,855,708	)		21		$	(81,219	)
Balance – January 1,2024		2,083,333	$	2,083		1,000	$	1		35,928,185	$	35,928	$	70,736,456	$	(70,855,708	)	$	21		$	(81,219	)
Issuance of new share		-		-		-		-		35,000,000		35,000		-		-						35,000
Net profit		-		-		-		-		-		-		-		3,117			-			3,117
Net loss		-		-		-		-		-		-		-		(44,959	)		-			(44,959	)
Other comprehensive loss		-		-		-		-		-		-		-		-			(7681	)		(7681	)
Balance – June 30, 2024		2,083,333		2,083		1,000		1		70,928,185		70,928		70,736,456		(70,852,591	)		(55	)		(43,178	)
Balance – September 30,2024		2,083,333		2,083		1,000		1		70,928,185		70,928		70,736,456		(70,900,667	)		(60	)		(91,259	)
Balance – January 1,2025		2,083,333		2,083		1,000		1		70,928,185		70,928		70,736,456		(71,038,015	)		724			(227,823	)
Net loss		-		-		-		-		-		-		-		(22,722	)					(22,722	)
Issuance of new share		-		-		-		-		3,300,000		3,300		-		-			-			3,300
Other comprehensive loss		-		-		-		-		-		-		-					(1,981	)		(1,981	)
Net loss		-		-		-		-		-		-		-		(36,331	)					(36,331	)
Balance – June 30, 2025		2,083,333		2,083		1,000		1		70,928,185		70,928		70,736,456		(71,060,737	)		(1,257	)		(252,526	)
Other comprehensive loss		-		-		-		-		-		-		-					(436	)		(436	)
Balance – September 30,2025		2,083,333	$	2,083		1,000	$	1		74,228,185	$	74,228	$	70,736,456	$	(71,074,346	)	$	288		$	(261,290	)

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

F-3

Holistic Asset Finance Group Co., Ltd

Condensed Consolidated Statements of Cash Flows

For the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024 (Unaudited)

	Six months ended June 30,			Six months ended June 30,
	Nine months ended September 30,			Nine months ended September 30,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)/profit	$	(22,722	)	$	3,117
Net loss	$	(36,331	)	$	(44,959	)
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of operating lease right-of-use assets		~~407~~649			-
Changes in operating assets and liabilities:
Account receivable		(5623,~~388~~347	)		-
Deposits, prepayments and other receivables		~~616~~2,377			25,~~991~~921
Due from a related party		~~5,127~~767			~~154~~6,624
Due to related parties		5693,~~952~~509			~~430~~30,431
Advance from customers		(10,~~215~~337	)		-
Accounts payable		601,~~000~~540			-
Other payables		(4245,~~441~~007	)		(12,~~971~~184	)
Tax payable		(2,~~513~~528	)		~~7,528~~(474	)
Net cash (used in)/provided by operating activities	$	(11,177	)	$	12,249
Net cash used in operating activities	$	(18,708	)	$	(4,641	)
Net (decrease)/increase in cash		(11,177	)		12,249
Net decrease in cash		(18,708	)		(4,641	)
Effect of exchange rates on cash		~~560~~11,763			~~(76~~531	)
Cash and cash equivalents, beginning of year		17,409			10,618
Cash and cash equivalents, end of period	$	610,~~792~~464		$	226,~~791~~508
Supplemental cash flow disclosures
Cash paid for income tax	$	3,241		$	-

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

F-4

Holistic Asset Finance Group Co., Ltd

Notes to the Condensed Consolidated Financial Statements

For the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024 (Unaudited)

NOTE 1 – Organization and Business description

Holistic Asset Finance Group Co., Ltd. (the “Company”) was incorporated in Nevada on March 16, 1998 as Noble Quests Inc. The Company changed its name to Legend Media, Inc. on February 11, 2008. The Company changed its name to Holistic Asset Finance Group Co., Ltd., on November 25, 2019. The Company changed its name to Omega International Group, Inc., with the State of Nevada on January 03, 2022. The Company changed its name back to Holistic Asset Finance Group Co., Ltd. on October 23, 2024. The company is a holding company and conducts its primary operations of selling Australian-branded nutrition, health, and wellness products on Asian markets, and also providing expertise in social media digital marketing and video production through its indirectly held wholly owned subsidiary that is incorporated and domiciled in Australia, namely Wombat Australia Holdings Pty Ltd (“Wombat”).

Details of the Company and its subsidiaries (the “Group) are set out in the table as follows:

Name of Entity	Background	Ownership	Principle activities
Holistic Asset Finance Group Co., Ltd.	U.S.A	Parent	Holding company
Wombat Australia Holdings Pty Ltd (“Wombat Australia”)	Australia	100%	Selling Australian-branded nutrition, health, and wellness products and providing expertise in social media digital marketing and video production

On January 03, 2022, the Company filed a Certificate of Amendment with Nevada Secretary of State to amend the name of Corporation to Omega International Group, Inc..

On January 13, 2022, the Company filed the application with FINRA for the change of company name and symbol. To date, FINRA has not yet finished processing the application.

On October 23, 2024, the Company filed a Certificate of Amendment with Nevada Secretary of State to change the name of Corporation back to Holistic Asset Finance Group Co., Ltd..

On July 12, 2022, the Company entered into a Share Exchange Agreement with Wombat Australia Holdings Pty Ltd (“Wombat”), pursuant to which the Company issued 2,000,000 shares of Common Stock (the “Acquisition Shares”) in exchange for 100 % equity ownership stake in Wombat (the “Acquisition”). Following the Acquisition, the Company became the 100% equity holder in Wombat. The Acquisition was structured as a tax-free reorganization.

~~NOTE 2 – Summary of significant accounting policies~~F-5

~~Basis~~NOTE 2 – Summary of ~~presentation~~significant accounting policies

~~The accompanying condensed consolidated financial~~Basis ~~statements have been prepared in accordance with accounting principles generally accepted in the United States~~ of ~~America~~presentation ~~(“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities Exchange Commission (“SEC”).~~

FThe accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities Exchange Commission (“SEC”). The interim consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto that are included in our Annual Report on Form 10-5K for the year ended December 3l, 2024 (the Annual

~~Principles~~Report on ofForm ~~Consolidation~~10-K) filed with the SEC.

~~The condensed consolidated financial statements~~Principles ~~include the financial statements~~ of ~~the~~Consolidation ~~Company and its subsidiaries. All intercompany transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.~~

~~Use~~The condensed consolidated financial statements include the financial statements of ~~estimates~~the Company and its subsidiaries. All intercompany transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.

~~The preparation of condensed consolidated financial~~Use ~~statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts~~ of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on information as of the date of the condensed consolidated financial statements and are adjusted to reflect actual experience when necessary. Actual results could differ from these estimates.

~~Commitments~~The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and ~~contingencies~~assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on information as of the date of the condensed consolidated financial statements and are adjusted to reflect actual experience when necessary. Actual results could differ from these estimates.

~~The Group follows subtopic 450-20 of the FASB~~Commitments Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Group but which will only be resolved when one or more future events occur or fail to occur. The Group assesses such contingent liabilities, and ~~such assessment inherently involves an exercise of judgment. In assessing loss~~ contingencies related to legal proceedings that are pending against the Group or un-asserted claims that may result in such proceedings, the Group evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

IfThe Group ~~the~~follows ~~assessment~~subtopic 450-20 of athe ~~contingency~~FASB ~~indicates~~Accounting ~~that it~~Standards isCodification ~~probable~~to ~~that~~report aaccounting ~~material~~for ~~loss~~contingencies. ~~has~~Certain ~~been~~conditions may ~~incurred~~exist ~~and~~as of the ~~amount~~date of the ~~liability~~financial ~~can~~statements beare ~~estimated~~issued, ~~then~~which ~~the~~may ~~estimated~~result ~~liability~~in ~~would be~~a ~~accrued~~loss into the Group’s ~~financial~~but ~~statements~~which will only be resolved when one or more future events occur or fail to occur. IfThe ~~the~~Group assesses such contingent liabilities, and such assessment ~~indicates~~inherently involves ~~that~~an aexercise ~~potentially~~of ~~material~~judgment. In assessing loss ~~contingency~~contingencies isrelated ~~not probable~~to ~~but~~legal isproceedings ~~reasonably~~that ~~possible,~~are pending against the Group or un-asserted isclaims ~~probable~~that ~~but~~may ~~cannot~~result bein ~~estimated~~such proceedings, ~~then~~ the ~~nature~~Group ofevaluates the ~~contingent~~perceived ~~liability,~~merits ~~and~~of anany ~~estimate~~legal proceedings or un-asserted ofclaims as well as the ~~range~~perceived merits of ~~possible~~the ~~losses,~~amount ifof ~~determinable~~relief ~~and~~sought ~~material,~~or ~~would~~expected to be ~~disclosed~~sought therein.

~~Loss~~If the ~~contingencies~~assessment ~~considered~~of ~~remote~~a ~~are~~contingency ~~generally not~~indicates ~~disclosed~~that ~~unless~~it ~~they~~is ~~involve~~probable ~~guarantees,~~that ina ~~which~~material ~~case~~loss ~~the~~has ~~guarantees~~been ~~would~~incurred beand ~~disclosed.~~the ~~Management~~amount ~~does~~of ~~not~~the ~~believe, based upon~~liability ~~information~~can ~~available~~be ~~at this time~~estimated, ~~that~~then ~~these~~the ~~matters~~estimated ~~will~~liability ~~have~~would abe ~~material~~accrued ~~adverse~~in ~~effect on~~ the Group’s ~~condensed~~financial ~~consolidated~~statements. If the assessment indicates ~~financial~~that ~~position,~~a ~~results~~potentially ofmaterial ~~operations~~loss orcontingency ~~cash~~is ~~flows.~~not ~~However,~~probable ~~there~~but is noreasonably ~~assurance~~possible, ~~that~~or ~~such~~is ~~matters~~probable ~~will~~but ~~not~~cannot ~~materially~~be ~~and~~estimated, ~~adversely~~then ~~affect~~ the ~~Group’s~~nature ~~business,~~of ~~financial~~the ~~position~~contingent liability, and ~~results~~an estimate of ~~operations~~the orrange ~~cash~~of ~~flows~~possible losses, if determinable and material, would be disclosed.

~~F-6~~Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Group’s condensed consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Group’s business, financial position, and results of operations or cash flows.

~~Revenue recognition~~F-6

The Group sells Australian-branded nutrition, health, and wellness products and provides social media digital marketing and video production service to its customers. The Group has adopted ASU 2014-09, Revenue ~~from Contracts with Customers (Topic 606) and all subsequent ASUs that modified ASC 606. The~~ core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, the Group applies the following steps:recognition

~~Step~~The Group 1:sells ~~Identify~~Australian-branded ~~the~~nutrition, ~~contract~~health, and wellness products and provides social media digital marketing and video production service to its customers. The Group has adopted ASU 2014-09, Revenue from Contracts with Customers (sTopic 606) ~~with~~and aall ~~customer~~subsequent ASUs that modified ASC 606. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, the Group applies the following steps:

Step 21: Identify the ~~performance~~contract ~~obligations~~(s) inwith ~~the~~a ~~contract~~customer

Step 32: ~~Determine~~Identify the ~~transaction~~performance ~~price~~obligations in the contract

Step 43: ~~Allocate~~Determine the transaction price ~~to the performance obligations in the contract~~

Step 54: ~~Recognize~~Allocate ~~revenue~~the ~~when~~transaction ~~(or~~price ~~as)~~to the ~~entity~~performance ~~satisfies~~obligations ain ~~performance~~the ~~obligation~~contract

~~Product~~Step ~~sales~~5: Recognize revenue when (or as) the entity satisfies a performance obligation

~~The Group generates revenue through the product~~Product sale of Australian-branded nutrition, health, and wellness products to its customers and recognizes revenue when control is transferred to customers, in an amount that reflects the consideration the Group expects to be entitled to in exchange for the goods and is recorded net of value-added tax (“VAT”). For Australian-branded nutrition, health, and wellness products sales, the Group believes the single performance obligation is satisfied upon delivery of goods to customers which is considered at the point in time, and all the risks and benefits of the transaction has been passed to the customer and the Group does not have any further performance obligation. The revenue is therefore recognized at the point in time when goods are delivered to customers. The Group’s contracts with customers are primarily on a fixed-price basis. The Group recognizes the revenue from Australian-branded nutrition, health, and wellness products sales on a gross basis as the Group is acting as a principal in these transactions and is responsible for fulfilling the promise to provide the specified goods.

~~Service~~The Group generates revenue through the product sale of Australian-branded nutrition, health, and wellness products to its customers and recognizes revenue when control is transferred to customers, in an amount that reflects the consideration the Group expects to be entitled to in exchange for the goods and is recorded net of value-added tax (“VAT”). For Australian-branded nutrition, health, and wellness products sales, the Group believes the single performance obligation is satisfied upon delivery of goods to customers which is considered at the point in time, and all the risks and benefits of the transaction has been passed to the customer and the Group does not have any further performance obligation. The revenue is therefore recognized at the point in time when goods are delivered to customers. The Group’s contracts with customers are primarily on a fixed-price basis. The Group recognizes the revenue from Australian-branded nutrition, health, and wellness products sales on a gross basis as the Group is acting as a principal in these transactions and is responsible for fulfilling the promise to provide the specified goods.

The Group also generates revenue through charging service fees on a fixed-price basis from customers for providing social media digital marketing and video production service, where the Group’s performance obligation is to provide social media digital marketing and video production service assisting its customers on marketing efforts. Service revenue ~~is recognized at the point in time when the customers acknowledge and accept the service.~~

~~Contract~~The Group ~~balances~~also generates revenue through charging service fees on a fixed-price basis from customers for providing social media digital marketing and video production service, where the Group’s performance obligation is to provide social media digital marketing and video production service assisting its customers on marketing efforts. Service revenue is recognized at the point in time when the customers acknowledge and accept the service.

~~Accounts receivable represent revenue recognized when the Group has~~Contract satisfied the Group’s performance obligation and has the unconditional rights to payment. Unearned revenue consists of payments received or awards to customers related to unsatisfied performance obligation at the end of the period, included in advance from customers in the Group’s condensed consolidated balance sheets with the balance of $Nil and $10,000 as of June 30, 2025 and December 31, 2024, respectively. For the three months ended June 30, 2025 and 2024, $Nil and $Nil of revenue recognized was included in the Group’s advance from customers’ balance as of December 31, 2024 and 2023. For the six months ended June 30, 2025 and 2024, $10,000 and $Nil of revenue recognized was included in the Group’s advance from customers’ balance as of December 31, 2024 and 2023.balances

~~F-7~~Accounts receivable represent revenue recognized when the Group has satisfied the Group’s performance obligation and has the unconditional rights to payment. Unearned revenue consists of payments received or awards to customers related to unsatisfied performance obligation at the end of the period, included in advance from customers in the Group’s condensed consolidated balance sheets with the balance of Nil and $10,000 as of September 30, 2025 and December 31, 2024, respectively. For the three months ended September 30, 2025 and 2024, Nil and Nil of revenue recognized was included in the Group’s advance from customers’ balance as of December 31, 2024 and 2023. For the nine months ended September 30, 2025 and 2024, $10,000 and Nil of revenue recognized was included in the Group’s advance from customers’ balance as of December 31, 2024 and 2023.

~~Disaggregation of revenue~~F-7

~~For three months and six months ended June 30,~~Disaggregation ~~2025 and 2024, the disaggregation~~ of revenue ~~by major revenue streams is as follows:~~

	Three months ended June 30, 2025		Three months ended June 30, 2024
Service revenue		190,025		34,870
Total	$	190,025		34,870

For three months and nine months ended September 30, 2025 and 2024, the disaggregation of revenue by major revenue streams is as follows:

	Six months ended June 30, 2025		Six months ended June 30, 2024
	Three months ended September 30, 2025		Three months ended September 30, 2024
Product sales	$	-	$	~~546~~-
Service revenue		~~453~~1,~~663~~235,465		746,~~521~~895
Total	$	~~453~~1,~~663~~235,465	$	756,~~067~~895

	Three months ended June 30, 2025		Three months ended June 30, 2024
	Nine months ended September 30, 2025		Nine months ended September 30, 2024
Singapore	$	36,364		34,870
Product sales	$	-	$	546
Taiwan		213		-
Service revenue		1,689,128		81,416
Hong Kong		153,448		-
Total	$	1,689,128	$	81,962
	$	190,025		34,870

	Six months ended June 30, 2025		Six months ended June 30, 2024
	Three months ended September 30, 2025		Three months ended September 30, 2024
Singapore	$	4626,~~850~~190	$	~~55,343~~-
Taiwan		15,208		19,724
Australia		39,506		-
Hong Kong		391,605		-
Taiwan		182		6,895
	$	453,663		75,067
Hong Kong		1,169,587		-
	$	1,235,465	$	6,895

The company recognizes revenue based on the location of the customer at the time of sale or service delivery.

	Nine months ended September 30, 2025		Nine months ended September 30, 2024
Singapore	$	73,040	$	55,343
Australia		39,506		-
Taiwan		15,390		26,619
Hong Kong		1,561,192		-
	$	1,689,128	$	81,962

~~Cost~~The company recognizes revenue based on the location of ~~revenues~~the customer at the time of sale or service delivery.

~~The Group’s product cost includes purchase price, shipping cost and warehousing cost for Australian~~F-branded nutrition, health, and wellness products. The Group’s service cost includes salaries of staff providing social media digital marketing and video production service, as well as direct advertising expenses incurred to execute client campaigns.8

~~F-8~~Cost of revenues

~~Income~~The Group’s ~~Tax~~product ~~Provisions~~ cost includes purchase price, shipping cost and warehousing cost for Australian-branded nutrition, health, and wellness products. The Group’s service cost includes salaries of staff providing social media digital marketing and video production service, as well as direct advertising expenses incurred to execute client campaigns.

~~The Group accounts for current income taxes in~~Income ~~accordance~~Tax with the laws of the relevant tax authorities. Deferred income taxes are recognized when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the condensed consolidated financial statements. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in theProvisions years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

AnThe Group ~~uncertain~~accounts ~~tax~~for ~~position~~current isincome ~~recognized~~taxes asin aaccordance ~~benefit only~~with ifthe itlaws isof ~~“more~~the ~~likely~~relevant ~~than~~tax ~~not”~~authorities. ~~that~~Deferred ~~the~~income ~~tax~~taxes ~~position~~are ~~would~~recognized when betemporary ~~sustained~~differences inexist abetween the tax ~~examination.~~bases ~~The~~of ~~amount~~assets ~~recognized is~~and ~~the~~liabilities ~~largest~~and ~~amount~~their ofreported ~~tax~~amounts ~~benefit~~in ~~that~~the iscondensed ~~greater~~consolidated financial ~~than~~statements. ~~50%~~Deferred ~~likely~~tax ofassets ~~being~~and ~~realized~~liabilities onare ~~examination.~~measured ~~For~~using enacted tax ~~positions~~rates ~~not~~expected ~~meeting~~to ~~the~~apply to taxable income in ~~“more~~the years ~~likely~~in ~~than~~which ~~not”~~those ~~test,~~temporary nodifferences ~~tax~~are ~~benefit~~expected isto ~~recorded~~be recovered or settled. ~~Penalties~~The ~~and~~effect ~~interest~~on ~~incurred~~deferred ~~related~~tax toassets ~~underpayment~~and liabilities of ~~income tax~~a ~~are~~change ~~classified~~in astax ~~income~~rates ~~tax~~is ~~expense~~recognized in income in the period ~~incurred.~~including Nothe ~~significant~~enactment ~~penalties~~date. orValuation ~~interest~~allowances ~~relating~~are toestablished, ~~income taxes have been~~when ~~incurred~~necessary, ~~for~~to ~~the~~reduce ~~three~~deferred ~~months~~tax ~~and~~assets ~~six~~to ~~months~~the ~~ended~~amount ~~June~~expected ~~30,~~to ~~2025~~be ~~and 2024~~realized.

~~Cash~~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. 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 ~~cash~~interest incurred ~~equivalents~~related to underpayment of income tax are classified as income tax expense in the period incurred. No significant penalties or interest relating to income taxes have been incurred for the three months and nine months ended September 30, 2025 and 2024.

Cash ~~and cash equivalents primarily consist of~~ ~~bank deposits, which includes deposits with original maturities of three months or less with commercial banks. The Group’s cash~~ and cash equivalents ~~are not subject to any restrictions.~~

~~Accounts~~Cash and ~~Receivable~~cash equivalents primarily consist of bank deposits, which includes deposits with original maturities of three months or less with commercial banks. The Group’s cash and cash equivalents are not subject to any restrictions.

Accounts ~~receivables include trade accounts due~~ from customers. The Group maintains an allowance for credit losses which reflects its best estimate of amounts that potentially will not be collected. The Group determines the allowance for credit losses taking into consideration various factors including but not limited to historical collection experience and credit-worthiness of the debtors as well as the age of the individual receivables balance. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which requires the Group to measure and recognize expected credit losses for financial assets held and not accounted for at fair value through net income. The Group adopted this guidance effective January 1, 2023. The Group makes specific bad debt provisions based on management’s best estimates of specific losses on individual exposures, as well as a provision on historical trends of collections and future economic conditions (extend data and macroeconomic factors). Account balances are charged off against the allowance after all means of collection have been exhausted and the likelihood of collection is not probable. As of June 30, 2025 and December 31, 2024, the Group does not consider an allowance for doubtful accounts to be necessary.Receivable

~~Deposits,~~Accounts receivables ~~prepayments~~include trade accounts due from customers. The Group maintains an allowance for credit losses which reflects its best estimate of amounts that potentially will not be collected. The Group determines the allowance for credit losses taking into consideration various factors including but not limited to historical collection experience and ~~other~~credit-worthiness of the debtors as well as the age of the individual receivables balance. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which requires the Group to measure and recognize expected credit losses for financial assets held and not accounted for at fair value through net income. The Group adopted this guidance effective January 1, 2023. The Group makes specific bad debt provisions based on management’s best estimates of specific losses on individual exposures, as well as a provision on historical trends of collections and future economic conditions (extend data and macroeconomic factors). Account balances are charged off against the allowance after all means of collection have been exhausted and the likelihood of collection is not probable. As of September 30, 2025 and December 31, 2024, the Group does not consider an allowance for doubtful accounts to be necessary.

Deposits, prepayments and other receivables primarily consist of input GST tax, rental deposit and prepayments for services, which are presented net of allowance for doubtful accounts. Prepayment and other assets are classified as either current or nonF-current based on the terms of the respective agreements. The Group maintains a provision for doubtful accounts to state prepayments at their estimated realizable value based on a variety of factors, including the possibility of releasing the prepayments into service and historical experience. As of June 30, 2025 and December 31, 2024, no provision for doubtful accounts for deposits, prepayments and other receivables was made.9

~~Fair~~Deposits, prepayments ~~Value~~and ofother ~~Financial Instruments~~receivables

~~ASC 825-10~~Deposits, prepayments ~~requires~~and ~~certain~~other ~~disclosures~~receivables ~~regarding the~~primarily ~~fair~~consist ~~value~~ of ~~financial~~input ~~instruments.~~GST ~~Fair~~tax, ~~value~~rental isdeposit ~~defined~~and asprepayments ~~the~~for ~~price~~services, ~~that~~which ~~would~~are bepresented net ~~received~~of toallowance ~~sell~~for andoubtful ~~asset~~accounts. orPrepayment ~~paid~~and toother ~~transfer a~~assets ~~liability~~are inclassified anas ~~orderly~~either ~~transaction~~current ~~between~~or ~~market~~non-current ~~participants~~based aton the ~~measurement~~terms of ~~date~~the respective agreements. AThe ~~three-level~~Group ~~fair~~maintains ~~value~~a ~~hierarchy~~provision ~~prioritizes the~~for ~~inputs~~doubtful ~~used~~accounts to ~~measure~~state ~~fair~~prepayments at their estimated realizable value. ~~The~~based ~~hierarchy~~on ~~requires~~a ~~entities~~variety toof ~~maximize~~factors, including the ~~use~~possibility of ~~observable~~releasing ~~inputs~~the ~~and~~prepayments ~~minimize~~into ~~the~~service ~~use~~and ~~of unobservable~~historical ~~inputs~~experience. ~~The~~As of ~~three~~September ~~levels~~30, of2025 ~~inputs~~and ~~used~~December to31, ~~measure~~2024, ~~fair~~no ~~value~~provision ~~are~~for asdoubtful ~~follows:~~accounts for deposits, prepayments and other receivables was made.

●Fair Value ~~Level~~of 1Financial ~~— inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.~~Instruments

●ASC 825-10 requires ~~Level~~certain 2disclosures —regarding ~~inputs~~the tofair value of financial instruments. Fair value is defined as the ~~valuation~~price ~~methodology~~that ~~include~~would ~~quoted~~be ~~prices~~received to ~~for~~sell ~~similar~~an ~~assets~~asset ~~and~~or ~~liabilities~~paid to transfer a liability in ~~active~~an ~~markets,~~orderly ~~quoted~~transaction between market ~~prices~~participants ~~for~~at ~~identical~~the ormeasurement ~~similar~~date. ~~assets~~A inthree-level fair ~~markets~~value ~~that~~hierarchy ~~are~~prioritizes ~~not~~the ~~active,~~ inputs ~~other~~used ~~than~~to ~~quoted~~measure ~~prices~~fair ~~that~~value. ~~are~~The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. ~~derived~~The ~~from~~three orlevels ~~corroborated~~of byinputs ~~observable~~used ~~market~~to ~~data.~~measure fair value are as follows:

● Level 31 — inputs to the valuation methodology are ~~unobservable~~quoted prices (unadjusted) for identical assets or liabilities in active markets.

~~F-9~~● Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable and inputs derived from or corroborated by observable market data.

~~Unless~~● ~~otherwise~~Level ~~disclosed,~~3 ~~the~~— ~~fair~~inputs ~~value~~to of the ~~Group’s~~valuation ~~financial instruments,~~methodology ~~including~~are cash and cash equivalents, account receivable, net, deposits and other receivables, due from a related party, accounts payable, other payables, due to related parties, approximates their recorded values due to their short-term maturitiesunobservable.

~~Basic~~Unless otherwise disclosed, the fair value of the Group’s financial instruments, including cash and ~~diluted~~cash ~~earnings~~equivalents, ~~(loss)~~account ~~per~~receivable, net, ~~shares~~deposits and other receivables, due from a related party, accounts payable, other payables, due to related parties, approximates their recorded values due to their short-term maturities.

~~The Group computes earnings per share, in accordance~~Basic ~~with ASC Topic 260, Earnings Per Share, which requires dual presentation of basic~~ and diluted earnings ~~per share. Basic earnings per share is computed by dividing net income or~~ (loss) ~~by the weighted average number of common shares outstanding during the period. Diluted earnings~~ per ~~share is computed by dividing net income or loss by the weighted average number of common~~ shares ~~outstanding, plus the issuance of common shares, if dilutive, that could result from the exercise of outstanding convertible shares stock options and warrants.~~

The Group ~~incurred~~computes aearnings ~~net~~per ~~loss of $9~~share,~~920~~ ~~and~~in ~~$269~~accordance ~~for~~with ~~the~~ASC ~~three~~Topic ~~months ended~~260, Earnings ~~June~~Per 30Share, which ~~2025~~requires dual presentation of basic and ~~2024~~diluted earnings per share. ~~Therefore,~~Basic ~~the~~earnings ~~effect~~per ofshare ~~convertible~~is ~~preferred~~computed ~~stock~~by ~~outstanding~~dividing isnet ~~anti-dilutive~~income ~~during~~or loss by the ~~three~~weighted ~~months~~average ~~ended~~number ~~June~~of ~~30,~~common ~~2025~~shares ~~and~~outstanding ~~2024~~during the period. AsDiluted ofearnings ~~both~~per ~~June~~share ~~30,~~is ~~2025~~computed ~~and~~by ~~June~~dividing ~~30,~~net ~~2024,~~income ~~the~~or ~~Company~~loss ~~had~~by ~~2,083,333~~the ~~shares~~weighted average number of ~~convertible~~common ~~preferred~~shares ~~stock~~ outstanding., Onplus ~~June~~the ~~30,~~issuance ~~2025~~of ~~and~~common ~~2024~~shares, ~~the~~if ~~potentially~~ dilutive, ~~shares~~that ~~were~~could ~~excluded~~result from ~~diluted~~the ~~loss~~exercise ~~per~~of outstanding ~~share~~convertible ~~because~~shares ofstock ~~their~~options ~~anti-dilutive effect~~and warrants.

The Group incurred a net loss of $2213,~~722~~ 609 and ~~a net profit of 3~~$48,~~117~~076 for the ~~six~~three months ended ~~June~~September 30, 2025 and 2024. Therefore, the effect of convertible preferred stock outstanding is anti-dilutive during the ~~six~~three months ended ~~June~~September 30, 2025 and 2024. As of both ~~June~~September 30, 2025 and ~~June~~September 30, 2024, the Company had 2,083,333 shares of convertible preferred stock outstanding. On ~~June~~September 30, 2025 ~~the~~and 2024 the potentially dilutive shares were excluded from diluted loss per share because of their anti-dilutive effect.

~~The following is an analysis of the differences between basic and diluted earnings per common share. For the three months ended June 30, 2025 and 2024.~~F-10

Net loss	$	(9,920	)	(269	)
Weighted average shares outstanding		70,928,185		45,650,407
Diluted effect of convertible preferred stocks		-		-
Weighted average shares – diluted		70,928,185		45,650,407
Earnings loss per share:
Basic	$	(0.0001	)	(0.0000	)
Diluted	$	(0.0001	)	(0.0000	)

The Group incurred a net loss of $36,331 and $44,959 for the nine months ended September 30, 2025 and 2024. Therefore, the effect of convertible preferred stock outstanding is anti-dilutive during the nine months ended September 30, 2025. As of both September 30, 2025 and September 30, 2024, the Company had 2,083,333 shares of convertible preferred stock outstanding. On September 30, 2025 the potentially dilutive shares were excluded from diluted loss per share because of their anti-dilutive effect.

The following is an analysis of the differences between basic and diluted earnings per common share. For the ~~six~~three months ended ~~June~~ September 30, 2025 and 2024.

Net (loss)/income	$	(22,722	)		3,117
Net loss	$	(13,609	)	$	(48,076	)
Weighted average shares outstanding		7071,~~928~~580,~~185~~932			4070,~~762~~928,~~439~~185
Diluted effect of convertible preferred stocks		-			~~2,083,333~~-
Weighted average shares – diluted		7071,~~928~~580,~~185~~932			4270,~~845~~928,~~772~~185
Earnings loss per share:
Basic	$	(0.~~0003~~0002	)	$	(0.~~0001~~0007	)
Diluted	$	(0.~~0003~~0002	)	$	(0.~~0001~~0007	)

~~F-10~~The following is an analysis of the differences between basic and diluted earnings per common share. For the nine months ended September 30, 2025 and 2024.

Comprehensive income/(loss)

Net loss	$	(36,331	)	$	(44,959	)
Weighted average shares outstanding		71,146,567			50,928,185
Diluted effect of convertible preferred stocks		-			-
Weighted average shares – diluted		71,146,567			50,928,185
Earnings loss per share:
Basic	$	(0.0005	)	$	(0.0009	)
Diluted	$	(0.0005	)	$	(0.0009	)

~~ASC Topic 220,~~ Comprehensive ~~Income, establishes standards for reporting comprehensive income and its components. Comprehensive~~ income or /(loss is defined as the change in equity during a period from transactions and other events from non-owner sources. The component of comprehensive loss totalling $1,981 and comprehensive loss totalling $76 for the six months ended June 30, 2025 and 2024, respectively, related to foreign currency translation adjustment. The component of comprehensive loss totalling $1,827 and comprehensive income totalling $77 for the three months ended June 30, 2025 and 2024, respectively, related to foreign currency translation adjustment.)

~~Segment~~ASC Topic 220, Comprehensive Income, establishes standards for reporting comprehensive income and its components. Comprehensive income or loss is defined as the change in equity during a period from transactions and other events from non-owner sources. The component of comprehensive loss totalling $436 and comprehensive loss totalling $81 for the nine months ended September 30, 2025 and 2024, respectively, related to foreign currency translation adjustment. The component of comprehensive income totalling $1,545 and comprehensive loss totalling $5 for the three months ended September 30, 2025 and 2024, respectively, related to foreign currency translation adjustment.

~~The Group follows ASC 280, “Segment Reporting” The Group’s Chief Executive Officer or chief operating decision~~F-maker reviews the condensed consolidated financial results when making decisions about allocating resources and assessing the performance of the Group as a whole and hence, the Group has only one reportable segment.11

~~Foreign Currencies~~Segment reporting

The ~~functional currencies of the~~ Group ~~are~~follows ~~the local~~ASC 280, ~~currency~~“Segment ofReporting” ~~the countries in which the subsidiaries operate.~~ The Group’s ~~condensed~~Chief ~~consolidated~~Executive ~~financial~~Officer ~~statements~~or ~~are~~chief ~~reported~~operating decision-maker ~~using~~reviews ~~U.S. Dollars. The results of operations and~~ the condensed consolidated ~~statements~~financial ofresults ~~cash~~when ~~flows~~making ~~denominated~~decisions inabout ~~foreign~~allocating ~~currencies are~~resources ~~translated at the average rates of exchange during the reporting period. Assets~~ and ~~liabilities~~assessing ~~denominated in foreign currencies at~~ the ~~balance~~performance ~~sheet date are translated at the applicable rates~~ of ~~exchange in effect on that date. The equity denominated in the functional~~ ~~currencies is translated at~~ the ~~historical~~Group rates of exchange at the time of capital contributions. Because cash flows are translated based on the average translation rates, amounts related to assets and liabilities reported on the condensed consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the condensed consolidated balance sheets. Translation adjustments arising from the use of different exchange rates from period to period are included as a ~~separate~~whole ~~component in accumulated other comprehensive income included in condensed consolidated statements of changes in shareholders’ equity. Gains~~ and ~~losses~~hence, ~~from foreign currency transactions are included in~~ the ~~condensed~~Group ~~consolidated~~has ~~statement~~only ofone ~~income~~reportable ~~and comprehensive income~~segment.

~~The Group operates primarily in Australia~~Foreign and Taiwan, with Taiwan functioning as a branch of Wombat Australia. The entire management team is primarily based in Australia. Accordingly, Wombat Australia’s functional currency is the Australian Dollar (“AUD”). The Group’s condensed consolidated financial statements have been translated into the reporting currency of U.S. Dollars (“US$”).Currencies

~~Rates~~The functional ~~that~~currencies ~~were~~of ~~used~~the Group are the local currency of the countries in ~~creating~~which the subsidiaries operate. The Group’s condensed consolidated financial statements: are reported using U.S. Dollars. The results of operations and the condensed consolidated statements of cash flows denominated in foreign currencies are translated at the average rates of exchange during the reporting period. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect on that date. The equity denominated in the functional currencies is translated at the historical rates of exchange at the time of capital contributions. Because cash flows are translated based on the average translation rates, amounts related to assets and liabilities reported on the condensed consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the condensed consolidated balance sheets. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component in accumulated other comprehensive income included in condensed consolidated statements of changes in shareholders’ equity. Gains and losses from foreign currency transactions are included in the condensed consolidated statement of income and comprehensive income.

	June 30, 2025	June 30, 2024
Balance sheet items, except for equity accounts	AUD$1 = 0.6495USD	AUD$1 = 0.6666USD
Items in the statements of income and cash flows	AUD$1 = 0.6316USD	AUD$1 = 0.6666USD

The Group operates primarily in Australia and Taiwan, with Taiwan functioning as a branch of Wombat Australia. The entire management team is primarily based in Australia. Accordingly, Wombat Australia’s functional currency is the Australian Dollar (“AUD”). The Group’s condensed consolidated financial statements have been translated into the reporting currency of U.S. Dollars (“US$”).

~~Leases~~Rates that were used in creating the condensed consolidated financial statements:

The Group accounts for leases in accordance with ASC Topic 842, Lease. Operating lease right-of-use assets represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Group uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is presented on the condensed consolidated statements of operations.

	September 30, 2025	September 30, 2024
Balance sheet items, except for equity accounts	AUD$1 = 0.6593USD	AUD$1 = 0.6769USD
Items in the statements of income and cash flows	AUD$1 = 0.6392USD	AUD$1 = 0.6625USD

~~F-11~~Leases

AsThe Group ~~permitted~~accounts ~~under~~for leases in accordance with ASC Topic 842, ~~the~~Lease. ~~Group~~Operating ~~has made~~lease anright-of-use ~~accounting~~assets ~~policy~~represents ~~election~~the ~~not~~right to ~~apply~~use the leased asset for the lease ~~recognition~~term ~~provision~~and tooperating ~~short~~lease ~~term~~liabilities ~~leases~~are ~~(leases~~recognized ~~with~~based aon ~~lease~~the ~~term~~present value of 12the ~~months~~future minimum lease orpayments ~~less~~over ~~that~~the lease term at commencement date. As most leases do not ~~include~~provide an ~~option~~implicit torate, ~~purchase~~ the ~~underlying~~Group ~~asset~~uses ~~that~~an ~~the~~incremental ~~lessee~~borrowing rate isbased ~~reasonably~~on ~~certain~~the toinformation ~~exercise);~~available ~~instead,~~at the ~~Group~~ ~~will~~adoption ~~recognize~~date in determining the ~~lease~~present value of future payments. Lease expense for ~~short~~minimum lease ~~term~~payments ~~leases~~is amortized on a straight-line basis over the lease term and is presented on the condensed consolidated statements of operations.

~~Concentrations~~As permitted under ASC Topic 842, the Group has made an accounting policy election not to apply the lease recognition provision to short term leases (leases with a lease term of ~~risks~~12 months or less that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise); instead, the Group will recognize the lease payments for short term leases on a straight-line basis over the lease term.

~~(a) Concentration of credit risk~~F-12

~~Assets that potentially subject the Group to a~~Concentrations ~~concentration~~ of credit risk primarily consist of cash, accounts receivable and other current assets. The maximum exposure of such assets to credit risk is their carrying amounts as at the balance sheet dates. As of June 30, 2025 and December 31, 2024, the aggregate amount of cash of $6,792 and $17,409, respectively, was held at major financial institutions in Australia and Taiwan, where there are AUD 250,000 in Australia and TWD 3,000,000 in Taiwan deposit insurance limit for a legal entity’ balance at major financial institutions in Australia and Taiwan. To limit the exposure to credit risk relating to deposits, the Group primarily places cash deposits with large financial institutions. As a result, the amounts not covered by Australian Prudential Regulation Authority and Central Deposit Insurance Corporation were nil and nil as of June 30, 2025 and December 31, 2024. The Group conducts credit evaluations of its customers and suppliers, and generally does not require collateral or other security from them. The Group establishes an accounting policy to provide for allowance for doubtful accounts based on the individual customer’s and supplier’s financial condition, credit history, and the current economic conditions.risks

(ba) ~~Significant~~Concentration ~~customers~~of credit risk

InAssets that potentially subject the ~~six~~Group ~~months~~to ~~ended~~a ~~June~~concentration ~~30,~~of ~~2025~~credit risk primarily consist of cash, ~~two~~accounts ~~third~~receivable and other current ~~party~~assets. ~~customers~~The ~~accounted~~maximum ~~for~~exposure ~~65%~~of ~~and~~such ~~18%~~assets to credit risk is their carrying amounts as at the balance sheet dates. As of September 30, 2025 and December 31, 2024, the ~~Company’s~~aggregate ~~revenues~~amount of cash of $10,464 and $17,409, respectively., ~~One~~was ~~related~~held ~~party~~at ~~customer~~major ~~accounted~~financial institutions in Australia and Taiwan, where there are AUD 250,000 in Australia and TWD 3,000,000 in Taiwan deposit insurance limit for ~~10% of~~a ~~the~~legal ~~Company~~entity’s balance ~~revenues~~at major financial institutions in Australia and Taiwan. InTo limit the ~~six~~exposure ~~months~~to ~~ended~~credit ~~June~~risk 30relating to deposits, ~~2024~~the Group primarily places cash deposits with large financial institutions. As a result, ~~two~~the ~~related~~amounts ~~party~~not ~~customers~~covered ~~accounted~~by ~~for~~Australian ~~74%~~Prudential Regulation Authority and ~~26%~~Central Deposit Insurance Corporation were nil and nil as of ~~the~~September ~~Company’s revenues~~30, ~~respectively~~2025 and December 31, 2024. NoThe Group conducts credit evaluations of its customers and suppliers, and generally does not require collateral or other ~~customer~~security ~~accounted~~from ~~for~~them. ~~more~~The ~~than~~Group ~~10%~~establishes an ofaccounting ~~the~~policy ~~Company’s~~to ~~revenues~~provide for allowance for doubtful accounts based on the ~~six~~individual ~~months~~customer’s ~~ended~~and ~~June~~supplier’s ~~30,~~financial ~~2025~~condition, credit history, and ~~2024~~the current economic conditions.

In(b) ~~the~~Significant ~~three months ended June 30, 2025, two third party~~ customers accounted for 42% and 35% of the Company’s revenues, respectively. One related party customer accounted for 19% of the Company’s revenues. In the three months ended June 30, 2024, one related party customer accounted for 100% of the Company’s revenues.

~~(c)~~In the ~~Significant~~nine ~~suppliers~~months ended September 30, 2025, four third party customers accounted for 33%, 21%, 15% and 10% of the Company’s revenues, respectively. Two related party customers accounted for 3% and 1% of the Company’s revenues. In the nine months ended September 30, 2024, two related party customers accounted for 68% and 23% of the Company’s revenues, respectively. No other customer accounted for more than 10% of the Company’s revenues for the nine months ended September 30, 2025 and 2024.

In the ~~six~~three months ended ~~June~~September 30, 2025, ~~one~~four third- party ~~supplier~~ customers accounted for ~~100~~23%, 21%, 21% and 14% of the Company’s ~~purchases~~revenues, respectively. In the ~~six~~three months ended ~~June~~September 30, 2024, one third- party ~~supplier~~customer accounted for 100% of the Company’s ~~purchases~~revenues. No other ~~suppliers~~customer accounted for more than 10% of the Company’s ~~purchases~~revenues for the ~~six~~ three months ended ~~June~~September 30, 2025 and 2024.

In(c) ~~the~~Significant ~~three months ended June 30, 2025, one third-party supplier accounted for 100% of the Group’s purchases. In the three months ended June 30, 2024, the Company’s purchases is nil, respectively.~~suppliers

~~(d)~~In the ~~Significant~~nine ~~account~~months ~~receivable~~ended September 30, 2025, two third party suppliers accounted for 54% and 44% of the Company’s purchases. In the nine months ended September 30, 2024, one third-party supplier accounted for 100% of the Company’s purchases. No other suppliers accounted for more than 10% of the Company’s purchases for the nine months ended September 30, 2025 and 2024.

AsIn the ofthree ~~June~~months ended September 30, 2025, ~~one~~two third party ~~customer~~ suppliers accounted for ~~100~~71% and 27% of the ~~Group~~Company’s ~~accounts receivable~~purchases. AsIn ofthe three ~~December~~months 31ended September 30, 2024, one third -party ~~customer~~supplier accounted for 100% of the Company’s purchases. No other suppliers ~~Group~~accounted for more than 10% of the Company’s ~~accounts~~purchases ~~receivable~~for the three months ended September 30, 2025 and 2024.

~~F-12~~(d) Significant account receivable

~~(e)~~As of ~~Significant~~September 30, 2025, six third party customers accounted for 29%, 20%, 16%, 13%, 12% and 10% of the Group’s accounts ~~payable~~receivable. As of December 31, 2024, one third party customer accounted for 100% of the Group’s accounts receivable.

~~As of June 30, 2025, one third party supplier accounted for 100% of the Group’s accounts payable. As of December 31, 2024, the Group's accounts payable balance is nil.~~F-13

(e) ~~Foreign~~Significant ~~currency~~accounts ~~risk~~payable

~~Foreign currency transaction gains and losses~~As ~~represent~~of ~~gains~~September ~~and~~30, ~~losses~~2025, ~~resulting~~one ~~from~~third ~~transactions~~party ~~entered~~supplier ~~into~~accounted infor a100% ~~currency other than the functional currency~~ of the Group’s accounts payable. ~~These transaction~~As ~~gains~~of ~~and~~December ~~losses~~31, ~~if any~~2024, ~~are~~the Group's ~~included~~accounts inpayable ~~results~~balance ofis ~~operations~~nil.

~~Recent~~(f) ~~Accounting~~Foreign ~~Pronouncements~~currency risk

~~The~~Foreign currency ~~Group~~transaction ~~considers~~gains ~~the~~and ~~applicability~~losses represent gains and ~~impact of~~losses ~~all~~resulting ~~accounting~~from ~~standards~~transactions ~~updates~~entered ~~(“ASUs”)~~into in a currency other than the functional currency of the Group. ~~Management~~These ~~periodically~~transaction ~~reviews~~gains ~~new~~and ~~accounting~~losses, ~~standards~~if ~~that~~any, are ~~issued~~included in results of operations.

~~In June 2016, the FASB issued ASU No. 2016-13,~~Recent ~~“Financial~~Accounting Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which requires the Group to measure and recognize expected credit losses for financial assets held and not accounted for at fair value through net income. In November 2018, April 2019 and May 2019, the FASB issued ASU No. 2018-19, “Codification Improvements to Topic 326, Financial Instruments — Credit Losses,” “ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments — Credit Losses,” “Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments,” and “ASU No. 2019-05, Financial Instruments — Credit Losses (Topic 326): Targeted Transition Relief,” which provided additional implementation guidance on the previously issued ASU. The ASU is effective for fiscal years beginning after Dec. 15, 2019 for public business entities that meet the definition of an SEC filer, excluding entities eligible to be SRCs as defined by the SEC. All other entities, ASU No. 2016-13 is effective for fiscal years beginning after December 15, 2022. The adoption of this guidance did not have a material impact on the Group’s condensed consolidated financial statements.Pronouncements

InThe Group ~~October 2021,~~considers the ~~FASB~~applicability ~~issued ASU No. 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets~~ and ~~Contract~~impact ~~Liabilities~~of ~~from~~all ~~Contracts~~accounting ~~with~~standards ~~Customers”~~ updates (“~~ASU 2021-08~~ASUs”). ~~This~~Management ~~ASU~~periodically ~~requires entities to apply Topic 606 to recognize and measure contract assets and contract~~reviews ~~liabilities~~new inaccounting astandards ~~business~~that combination. The amendments improve comparability after the business combination by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. The amendments are ~~effective for the Group beginning after December 15, 2023, and are applied prospectively to business combinations that occur after the effective date~~issued. ~~The adoption of this guidance did not have a material impact on the Group’s condensed consolidated financial statements.~~

In ~~November 2023~~ October 2021, the ~~Financial Accounting Standards Board (“~~FASB”) issued ASU ~~2023~~No. 2021-0708, ~~Improvements~~“Business toCombinations ~~Reportable Segment Disclosures~~ (Topic ~~280~~ 805).: ~~This~~Accounting ~~ASU~~for ~~updates~~Contract ~~reportable~~Assets ~~segment~~and ~~disclosure~~Contract ~~requirements~~Liabilities byfrom ~~requiring~~Contracts ~~disclosures~~with ofCustomers” ~~significant~~(“ASU 2021-08”). ~~reportable~~This ~~segment~~ASU ~~expenses~~requires ~~that~~entities ~~are~~to ~~regularly~~apply ~~provided~~ Topic 606 to ~~the Chief~~recognize ~~Operating~~and ~~Decision~~measure ~~Maker~~contract ~~(“CODM”)~~assets and ~~included~~contract ~~within~~liabilities ~~each~~in ~~reported measure of~~ a ~~segment’s~~business ~~profit or loss~~combination. ~~This ASU~~The ~~also~~amendments ~~requires~~improve ~~disclosure~~comparability of after the ~~title~~business ~~and~~combination ~~position~~by ofproviding ~~the~~consistent ~~individual~~recognition ~~identified as the CODM~~ and anmeasurement ~~explanation~~guidance offor ~~how~~revenue ~~the~~contracts ~~CODM~~with ~~uses the~~customers ~~reported~~acquired ~~measures of~~ in a ~~segment’s~~business ~~profit~~combination orand ~~loss~~revenue incontracts ~~assessing~~with ~~segment~~customers ~~performance~~not ~~and~~acquired ~~deciding~~in ~~how~~a tobusiness ~~allocate resources~~combination. The ~~ASU~~ isamendments are effective for the ~~annual~~Group ~~periods~~ beginning after December 15, 2023, and ~~interim~~are ~~periods~~applied ~~within~~prospectively ~~fiscal~~to ~~years~~business ~~beginning~~combinations ~~after~~that ~~December 15,~~occur ~~2023.~~after ~~The~~the ~~Group adopted ASU 2023-07 as of January 1, 2024~~effective date. The adoption of this guidance did not have a material impact on the Group’s condensed consolidated financial statements.

In November ~~December~~ 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-0907, “ Improvements to ~~Income~~Reportable ~~Tax~~Segment Disclosures” (Topic ~~which~~280). isThis ~~intended~~ASU toupdates ~~simplify~~reportable ~~various~~segment ~~aspects~~disclosure ~~related~~requirements toby ~~accounting~~requiring ~~for~~disclosures ~~income~~of ~~taxes. ASU~~significant ~~2023-09~~reportable ~~removes~~segment ~~certain~~expenses that ~~exceptions~~are regularly provided to the ~~general~~Chief ~~principles~~Operating inDecision ~~Topic~~Maker ~~740~~(“CODM”) and ~~also~~included ~~clarifies~~within ~~and~~each ~~amends~~reported ~~existing~~measure ~~guidance~~of ~~to improve~~a ~~consistent~~segment’s ~~application.~~profit ~~The~~or ~~amendments~~loss. inThis ASU ~~2023-09~~also ~~are~~requires ~~effective~~disclosure ~~for~~of ~~public~~the ~~business~~title ~~entities~~and ~~for~~position ~~fiscal~~of ~~years~~the ~~beginning~~individual ~~after~~identified ~~December 15,~~as ~~2024,~~the ~~including~~CODM and ~~interim~~an ~~periods~~explanation ~~therein.~~of ~~Early~~how ~~adoption~~the ofCODM uses the ~~standard~~reported ismeasures ~~permitted,~~of ~~including~~a ~~adoption~~segment’s profit or loss in ~~interim~~assessing orsegment ~~annual~~performance ~~periods~~and deciding how to allocate resources. The ASU is effective for ~~which~~annual ~~financial~~periods ~~statements~~beginning ~~have~~after ~~not~~December ~~yet~~15, ~~been~~2023, ~~issued~~and interim periods within fiscal years beginning after December 15, 2023. The Group isadopted ~~currently~~ASU ~~evaluating~~2023-07 ~~the~~as of January 1, 2024. The adoption of this guidance ~~whether~~did not orhave ~~not~~ a material impact on the Group’s condensed consolidated financial statements.

FIn December 2023, the FASB issued ASU 2023-1309, “Improvements to Income Tax Disclosures” which is intended to simplify various aspects related to accounting for income taxes. ASU 2023-09 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The amendments in ASU 2023-09 are effective for public business entities for fiscal years beginning after December 15, 2024, including interim periods therein. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued. The Group is currently evaluating the adoption of this guidance whether or not a material impact on the Group’s condensed consolidated financial statements.

~~In March 2024, the FASB issued ASU 2024~~F-01, “Compensation — Stock Compensation (Topic 718) — Scope Application of Profits Interest and Similar Awards” (“ASU 2024-01”), which intends to improve clarity and operability without changing the existing guidance. ASU 2024-01 provides an illustrative example intended to demonstrate how entities that account for profits interest and similar awards would determine whether a profits interest award should be accounted for in accordance with Topic 718. Entities can apply the guidance either retrospectively to all prior periods presented in the financial statements or prospectively to profits interest and similar awards granted or modified on or after the date of adoption. ASU 2024-01 is effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Group is currently evaluating the adoption of this guidance whether or not a material impact on the Group’s condensed consolidated financial statements.14

In March 2024, the FASB issued ASU 2024-0201, ~~“Codification~~ ~~Improvements~~“Compensation — ~~Amendments~~Stock toCompensation ~~Remove~~(Topic 718) ~~References~~— Scope Application toof ~~the~~Profits ~~Concept~~Interest ~~Statements~~and Similar Awards” (“ASU 2024-0201”)., which intends to improve clarity and operability without changing the existing guidance. ASU 2024-0201 ~~contains~~provides ~~amendments~~an toillustrative ~~the~~example ~~FASB~~intended ~~Accounting~~to ~~Standards~~demonstrate ~~Codification~~how entities that ~~remove~~account for ~~references~~profits tointerest ~~various~~and ~~FASB~~similar ~~Concepts~~awards ~~Statements. In~~would ~~most~~determine ~~instances,~~whether ~~the~~a ~~references~~profits ~~are~~interest ~~extraneous~~award ~~and~~should ~~not~~be ~~required~~accounted tofor ~~understand~~in oraccordance with Topic 718. Entities can apply the guidance. Ineither ~~other~~retrospectively ~~instances,~~to ~~the~~all ~~references were~~prior ~~used~~periods presented in ~~prior~~the ~~Statements~~financial statements or prospectively to profits ~~provide~~interest ~~guidance~~and insimilar ~~certain~~awards ~~topical~~granted ~~areas~~or modified on or after the date of adoption. ASU 2024-0201 is effective for ~~fiscal years~~annual ~~beginning~~periods beginning after December 15, 2024, and interim periods within those annual periods. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Group is currently evaluating the adoption of this guidance whether or not a material impact on the Group’s condensed consolidated financial statements.

~~The~~In March 2024, ~~Group~~the ~~does~~FASB ~~not~~issued ~~believe~~ASU 2024-02, ~~other~~“Codification ~~recently~~Improvements — Amendments ~~issued~~to Remove References ~~but~~to ~~not~~the ~~yet~~Concept ~~effective~~Statements” ~~accounting~~(“ASU 2024-02”). ~~standards,~~ASU 2024-02 ifcontains ~~currently~~amendments ~~adopted~~to the FASB Accounting Standards Codification that remove references to various FASB Concepts Statements. In most instances, ~~would~~the ~~have~~references aare ~~material~~extraneous ~~effect~~and onnot required to understand or apply the ~~Group’s~~guidance. ~~condensed~~In ~~consolidated~~other instances, the references were used in prior Statements to provide guidance in certain ~~balance~~topical ~~sheets~~areas. ASU 2024-02 is effective for fiscal years beginning after December 15, ~~statements~~2024. ofEarly ~~operations~~adoption ~~and~~is ~~comprehensive~~permitted. The ~~(loss)/income~~Group ~~and~~is ~~statements~~currently evaluating the adoption of ~~cash~~this ~~flows~~guidance whether or not a material impact on the Group’s condensed consolidated financial statements.

~~Subsequent~~In November ~~Events~~2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued ASU No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Both early adoption and retrospective application are permitted. The Group is currently evaluating the adoption of this guidance whether or not a material impact on the Group’s unaudited condensed consolidated financial statements.

In July ~~accordance~~2025, ~~with~~the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets. ASU 2025-05 amends ASC ~~Topic~~326, ~~855~~Financial Instruments—Credit Losses, ~~Subsequent~~ ~~Events~~and introduces a practical expedient available for all entities and an accounting policy election available for all entities, other than public business entities, that elect the practical expedient. These changes apply to the estimation of expected credit losses ~~Companies~~for ~~evaluated~~current ~~subsequent~~accounts ~~events~~receivable ~~through~~and current contract assets arising from transactions accounted for under ASC 606, Revenue from contracts with customers. Under the practical expedient, entities may assume that current conditions as of the balance sheet date remain unchanged for the ~~condensed~~remaining ~~consolidated~~life of the asset when developing reasonable and supportable forecasts. This simplifies the estimation process for short-term financial ~~statements~~assets. ~~were~~ASU ~~available~~2025-05 is effective for ~~issue~~the Group’s annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. ASU 2025-05 should be applied on a prospective basis. The Group is currently evaluating the adoption of this guidance whether or not a material impact on the Group’s unaudited condensed consolidated financial statements.

~~NOTE~~The Group 3does –not ~~Going~~believe ~~concern~~other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Group’s condensed consolidated balance sheets, statements of operations and comprehensive (loss)/income and statements of cash flows.

~~The accompanying financial statements have been~~Subsequent ~~prepared assuming that the Group will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.~~Events

AsIn accordance ~~reflected~~with inASC ~~the~~Topic ~~accompanying~~855, Subsequent ~~financial statements~~Events, the ~~Group~~Companies ~~had~~evaluated ansubsequent ~~accumulated~~events ~~deficit~~through onthe ~~June~~date ~~30,~~the ~~2025~~condensed consolidated offinancial ~~$71,060,737~~statements ~~and~~were onavailable ~~December~~for ~~31, 2024 of $71,038,015~~issue.

~~The Group incurred net loss of $22,722 and had net cash used in operating activities of $11,177 for the six months ended June 30, 2025.~~F-15

~~As of June 30, 2025, the Group had net current~~NOTE ~~liability~~3 of– ~~$252,916.~~Going concern

~~These conditions raised substantial~~The ~~doubt~~accompanying ~~about~~financial ~~the~~statements ~~Group’s~~have ~~ability~~been toprepared ~~continue~~assuming asthat athe ~~going concern. The~~ Group’s ~~ability~~will to continue as a going concern, ~~will~~which ~~require~~contemplates continuity ~~the~~of ~~Group~~operations, torealization ~~obtain~~of ~~additional~~assets, ~~financing~~and toliquidation ~~fund~~of ~~its~~liabilities ~~operations.~~in ~~In assessing~~ the ~~going~~normal ~~concern,~~course ~~the board~~ of ~~directors has considered:~~business.

~~-Additional~~As reflected ~~equity~~in ~~financing~~the ~~from~~accompanying ~~major shareholders or~~ financial ~~support~~statements, ~~from~~ the Group’s ~~related~~had ~~parties~~an accumulated deficit on September 30, 2025 of $71,074,346 and on December 31, 2024 of $71,038,015.

~~-Based~~The Group onincurred ~~the~~net ~~business~~loss ~~plans~~ of ~~the Group~~$36,331 ~~the~~and ~~management~~had isnet ~~actively~~cash ~~developing~~used ~~new~~in ~~business~~operating ~~that~~activities ~~will~~of ~~generate~~$18,708 ~~revenue~~for ~~and~~the ~~cash~~nine ~~inflows~~months toended ~~the~~September ~~Group~~30, 2025.

~~The board~~ As of ~~directors~~September ~~believes~~30, ~~the Group has adequate financial resources to continue in operational existence for the foreseeable future~~2025, ~~a period of at least 12 months from~~ the ~~date~~Group ofhad ~~this~~net ~~report.~~current ~~Accordingly, the~~liability ~~going concern basis~~ of ~~accounting continues to be used in the preparation of the condensed consolidated financial statements for the three months and six months ended June 30~~$261, ~~2025~~441.

~~F-14~~These conditions raised substantial doubt about the Group’s ability to continue as a going concern. The Group’s ability to continue as a going concern will require the Group to obtain additional financing to fund its operations. In assessing the going concern, the board of directors has considered:

~~NOTE~~-Additional equity 4:financing ~~Revenue~~from major shareholders or financial support from the Group’s related parties.

	Three months ended June 30, 2025		Three months ended June 30, 2024
Product sales	$	-		-
Service revenue		190,025		34,870
	$	190,025	$	34,870

-Based on the business plans of the Group, the management is actively developing new business that will generate revenue and cash inflows to the Group.

	Six months ended June 30, 2025		Three months ended June 30, 2024
Product sales	$	-		546
Service revenue		453,663		74,521
	$	453,663	$	75,067

The board of directors believes the Group has adequate financial resources to continue in operational existence for the foreseeable future, a period of at least 12 months from the date of this report. Accordingly, the going concern basis of accounting continues to be used in the preparation of the condensed consolidated financial statements for the three months and nine months ended September 30, 2025.

NOTE 4 5:– ~~General and administration expenses~~ Revenue

	Three months ended June 30, 2025		Three months ended June 30, 2024
	Three months ended September 30, 2025		Three months ended September 30, 2024
Wage, salary and insurance	$	8,348		9,086
Product sales	$	-	$	-
Lease		12,263		6,358
Service revenue		1,235,465		6,895
Legal & professional fee		2,852		2,486
	$	1,235,465	$	6,895
General expense		9,453		11,362
	$	32,916	$	29,292

	Six months ended June 30, 2025		Six months ended June 30, 2024
	Nine months ended September 30, 2025		Nine months ended September 30, 2024
Wage, salary and insurance	$	21,363		23,436
Product sales	$	-	$	546
Lease		28,279		9,006
Service revenue		1,689,128		81,416
Legal & professional fee		20,787		6,767
	$	1,689,128	$	81,962
General expense		16,093		20,696
	$	86,522	$	59,905

F-1516

NOTE 5 6– -General ~~Deposits, prepayments~~ and ~~other~~administration ~~receivables~~expenses

	June 30, 2025		December 31, 2024
	Three months ended September 30, 2025		Three months ended September 30, 2024
Prepayments	$	3,750		3,405
Wage, salary and insurance	$	4,760	$	20,770
Rental deposit		279		1,362
Lease		9,439		12,607
GST tax		354		181
Legal & professional fee		27,212		26,711
	$	4,383	$	4,948
General expense		27,068		685
	$	68,479	$	60,773

NOTE 7 - Other payables

	Nine months ended September 30, 2025		Nine months ended September 30, 2024
Wage, salary and insurance	$	26,123	$	44,206
Lease		37,718		21,613
Legal & professional fee		47,999		33,478
General expense		43,161		21,381
	$	155,001	$	120,678

	June 30, 2025		December 31, 2024
Wage, salary and insurance	$	9,120		7,575
Service fee		6,962		44,059
Travel expenses accrued		-		5,837
Others		-		497
	$	16,082	$	57,968

NOTE 6 – Deposits, prepayments and other receivables

NOTE 8 - Related parties transactions and balance

	September 30, 2025		December 31, 2024
Prepayments	$	1,500	$	3,405
Rental deposit		270		1,362
GST tax		888		181
	$	2,658	$	4,948

~~Parties are considered to be related if one party~~NOTE ~~has~~7 ~~the~~– ~~ability,~~Other ~~directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions.~~payables

The related parties that had transactions or balances with the Group in 2025 and 2024 consisted of:

	September 30, 2025		December 31, 2024
Wage, salary and insurance	$	9,258	$	7,575
Service fee		4,454		44,059
Travel expenses accrued		-		5,837
Others		-		497
	$	13,712	$	57,968

Related Parties		Relationship with company
Huang Huei-Ching		The Company’s President and Director and ultimate beneficial owner
Cui Yan		The Company’s Chief Financial Officer. He resigned as Chief Financial Officer and became a director since August 2024.
Yang Hsiao-Wen		The Company’s Chief Executive Officer
Huang Po-Yao		The Company’s Director before August 2024 and sibling of Huang Huei Ching.
Huang Tz-Ray		The Company’s Director and ceased to be a related party as resigned as a director in August 2024.
Worldwide Savants Capital Pty Ltd		Huang Huei-Ching is the Director of Worldwide Savants Capital
Bears Consulting & Management Co., Ltd		Huang Po-Yao is the Director of Bears Consulting & Management Co., Ltd

F-17

1)NOTE 8 – Related ~~party~~parties transactions and balance

	June 30, 2025		December 31, 2024
Due from a related party*
Huang Huei-Ching	$	4,622		742

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions.

* The related ~~balance~~parties asthat ofhad ~~June~~transactions ~~30,~~or ~~2025~~balances iswith ~~due~~the onGroup ~~demand,~~in ~~interest-free~~2025 and ~~unsecured. The balance as of December 31,~~ 2024 isconsisted ~~prepayment for an operating lease.~~of:

Due to related parties**
Related Parties	Relationship with company
Huang Huei-Ching	The Company’s President and Director and ultimate beneficial owner	~~232,887~~	~~182,309~~
Bears Consulting & Management Co., Ltd		5,576	5,002
Cui Yan	The Company’s Chief Financial Officer. He resigned as Chief Financial Officer and became a director since August 2024.
Worldwide Savants Capital		16,807	-
Yang Hsiao-Wen	The Company’s Chief Executive Officer
	$	255,270	187,311
Huang Po-Yao	The Company’s Director before August 2024 and sibling of Huang Huei Ching.
Huang Tz-Ray	The Company’s Director and ceased to be a related party as resigned as a director in August 2024.
Worldwide Savants Capital Pty Ltd	Huang Huei-Ching is the Director of Worldwide Savants Capital
Bears Consulting & Management Co., Ltd	Huang Po-Yao is the Director of Bears Consulting & Management Co., Ltd

**1) ~~The~~Related ~~above~~party ~~balances are due on demand, interest-free and unsecured.~~balance

F-16

	September 30, 2025		December 31, 2024
Due from a related party*
Huang Huei-Ching	$	-	$	742
Due to related parties**
Huang Huei-Ching	$	269,657	$	182,309
Bears Consulting & Management Co., Ltd		4,393		5,002
Worldwide Savants Capital		15,730		-
	$	289,780	$	187,311

2)** ~~Related~~The ~~party~~above ~~transactions~~balances are due on demand, interest-free and unsecured.

Name of related parties	Three months for June 30, 2025		Three months for June 30, 2024
Revenue
Worldwide Savants Capital Pty Ltd	$	36,364		34,870
Bears Consulting & Management Co., Ltd		213		-
	$	36,577		34,870
Lease expenses
Huang Huei-Ching	$	9,557		-

F-18

Name of related parties	Six months for June 30, 2025		Six months for June 30, 2024
Revenue
Worldwide Savants Capital Pty Ltd	$	46,850		55,343
Bears Consulting & Management Co., Ltd		15,208		19,178
	$	62,058		74,521
Lease expenses
Huang Huei-Ching	$	19,166		-

2)	Related party transactions

F-17

Name of related parties	Three months for September 30, 2025		Three months for September 30, 2024
Revenue
Worldwide Savants Capital Pty Ltd	$	1,611	$	-
Bears Consulting & Management Co., Ltd		-		-
	$	1,611	$	-
Lease expenses
Huang Huei-Ching	$	9,981	$	20,400

NOTE 9 — Taxes

Name of related parties	Nine months for September 30, 2025		Nine months for September 30, 2024
Revenue
Worldwide Savants Capital Pty Ltd	$	48,461	$	55,343
Bears Consulting & Management Co., Ltd		15,208		19,178
	$	63,669	$	74,521
Lease expenses
Huang Huei-Ching	$	29,147	$	20,400

~~(a)~~NOTE 9 – ~~Corporate Income~~ Taxes ~~(“CIT”)~~

~~Neveda~~(a) Corporate Income Taxes (“CIT”)

~~Nevada does not have a corporate income tax.~~Neveda

~~Australia~~Nevada does not have a corporate income tax.

Under Australian tax law, the applicable corporate income tax rate is 30%, or 25% if the company qualifies as a base rate entity (with annual turnover less than AUD 50 million and 80% or less of its assessable income from passive sources). In addition, there is no time limit for the carryforward of tax losses, allowing them to be carried forward indefinitely. However, when a company applies carried-forward losses, it must pass either the Continuity of Ownership Test (COT) or the Same Business Test (SBT) to ensure that the loss deduction complies with the regulations.Australia

~~Taiwan~~Under Australian tax law, the applicable corporate income tax rate is 30%, or 25% if the company qualifies as a base rate entity (with annual turnover less than AUD 50 million and 80% or less of its assessable income from passive sources). In addition, there is no time limit for the carryforward of tax losses, allowing them to be carried forward indefinitely. However, when a company applies carried-forward losses, it must pass either the Continuity of Ownership Test (COT) or the Same Business Test (SBT) to ensure that the loss deduction complies with the regulations.

Under Taiwan tax law, the applicable corporate income tax rate is fixed at 20% effective from January 1, 2019. Operating losses may be carried forward to the tenth succeeding tax year when a “blue return” is filed or when the return is certified by an independent certified public accountant. No carryF-~~back of losses is permitted.~~19

~~i) The components of the income tax provision are as follows:~~Taiwan

	Three months ended June 30, 2025		Three months ended June 30, 2024
Current income tax expenses	$	-		2,383
Total provision for income taxes		-		2,383

	Six months ended June 30, 2025		Six months ended June 30, 2024
Current income tax expenses	$	-		5,545
Total provision for income taxes		-		5,545

i)	The components of the income tax provision are as follows:

F-18

	Three months ended September 30, 2025		Three months ended September 30, 2024
Current income tax expenses/(credits)	$	3,241	$	(5,545	)
Total provision/(reversal) for income taxes	$	3,241	$	(5,545	)

ii) The following table reconciles Australia statutory rates to the Group’s income tax expenses:

	Nine months ended September 30, 2025		Nine months ended September 30, 2024
Current income tax expenses	$	3,241	$	-
Total provision for income taxes	$	3,241	$	-

	Three months ended June 30, 2025			Three months ended June 30, 2024
(Loss)/income before tax	$	(9,920	)		2,114
Australia statutory income tax rate		25	%		25	%
Provision for income taxes		(2,480	)		529
Non-taxable income taxes		2,805			(168	)
Non-deductible expenses		4,315			2,022
Change in valuation allowance		615			(874	)
Others		(5,255	)		874
Income tax expenses	$	-			2,383

ii)	The following table reconciles Australia statutory rates to the Group’s income tax expenses:

	Six months ended June 30, 2025			Six months ended June 30, 2024
	Three months ended September 30, 2025			Three months ended September 30, 2024
(Loss)/income before tax	$	(22,722	)		8,662
Loss before tax	$	(10,368	)	$	(53,622	)
Australia statutory income tax rate		25	%		25	%
Provision for income taxes		(52,~~681~~592	)		2(13,~~165~~406	)
Non-taxable income taxes		(618,~~402~~445	)		(~~119~~370	)
Non-deductible expenses		~~4,315~~(303	)		37,~~499~~045
Change in valuation allowance		21(30,~~392~~548	)		(13,~~832~~270	)
Others		~~(13~~18,~~624~~239	)		1(2,~~832~~084	)
Income tax expenses	$	-3,241		$	(5,545	)

F-1920

iii) The following summarizes deferred assets, net and liabilities resulting from differences between financial accounting basis and tax basis of assets and liabilities:

	Nine months ended September 30, 2025			Nine months ended September 30, 2024
Loss before tax	$	(33,090	)	$	(44,960	)
Australia statutory income tax rate		25	%		25	%
Provision for income taxes		(8,273	)		(11,241	)
Non-taxable income taxes		12,043			(489	)
Non-deductible expenses		4,012			10,544
Change in valuation allowance		(9,156	)		1,438
Others		4,615			(252	)
Income tax expenses	$	3,241		$	-

iii) The ~~deferred~~following ~~tax~~summarizes deferred assets, net ~~are nil~~ and ~~nil~~liabilities asresulting offrom ~~June~~differences ~~30,~~between ~~2025~~financial accounting basis and ~~December~~tax ~~31,~~basis ~~2024.~~of assets and liabilities:

The deferred tax ~~liabilities~~assets, net are nil and nil as of ~~June~~September 30, 2025 and December 31, 2024.

AsThe deferred oftax ~~June~~liabilities ~~30,~~are ~~2025,~~nil ~~the~~and ~~amount~~nil as of ~~tax~~ ~~loss~~September ~~carry-forwards~~30, of2025 ~~the~~and ~~Group~~December ~~was~~31, ~~as following:~~2024.

Location	June 30, 2025
Neveda	$	-
Australia		49,237
Taiwan		137,566
	$	186,803

As of September 30, 2025, the amount of tax loss carry-forwards of the Group was as following:

(b) Tax payable

Location	September 30, 2025
Neveda	$	-
Australia		-
Taiwan		46,374
	$	46,374

~~Taxes~~(b) ~~payable~~Tax ~~consist of the following:~~payable

	June 30, 2025		December 31, 2024
Income tax payable	$	14		13
Value- added tax payable		-		2,461
	$	14		2,474

Taxes payable consist of the following:

NOTE 10 – Stockholder’s equity

	September 30, 2025		December 31, 2024
Income tax payable	$	14	$	13
Value- added tax payable		15		2,461
	$	29	$	2,474

On May 31, 2019, the Company amended its Articles of Incorporation (the “Amendment”), to increase our authorized shares from 137,000,000 shares to 610,000,000 shares, of which 600,000,000 are common stock and 10,000,000 are preferred stock.F-21

~~Preferred~~NOTE 10 ~~stock~~– Stockholder’s equity

~~The~~On May ~~Company~~31, ~~has authorized 10~~2019,~~000,000~~ ~~preferred shares~~the ~~with~~Company aamended ~~par~~its ~~value~~Articles of ~~$0.001~~Incorporation ~~per~~(the ~~share.~~“Amendment”), ~~The Board of Directors is authorized~~ to ~~divide~~increase ~~the~~our authorized shares ~~of Preferred Stock into~~from ~~one~~137,000,000 orshares ~~more~~to ~~series~~610,000,000 ~~each~~shares, of which ~~shall~~600,000,000 beare socommon ~~designated~~stock asand to10,000,000 ~~distinguish~~are ~~the~~preferred ~~shares thereof from the shares of all other series and classes~~stock.

~~F-20~~Preferred stock

~~Series~~The Company Ahas authorized 10,000,000 preferred shares with a par value of $0.001 per share. The Board of Directors is authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes.

~~The Company designated 2,083,333 shares of~~ Series ~~A Convertible Preferred Stock (“Series A”), which votes 1:1 to common stock on an as~~ converted basis, enjoys senior liquidation preferences to the common stock, and is convertible to common stock on a broad-based weighted average basis at a $2.40 original issue price. Section 5 of the Certificate of Designation gives the Series A ~~the right to veto any amendment to the Certificate of Designation or the issuance of any class of preferred stock which has rights senior to or have priority over the Series A~~ Preferred. Stock

~~During~~The Company ~~the~~designated ~~period~~2,083,333 ~~ended~~shares ~~June~~of 30Series A Convertible Preferred Stock (“Series A”), ~~2025~~which ~~and~~votes ~~December~~1:1 to common stock ~~31,~~on ~~2024~~an as converted basis, enjoys senior liquidation preferences to the ~~Company~~common ~~did~~stock, ~~not~~and is convertible to common stock on a broad-based weighted average basis at a $2.40 original issue price. Section 5 of the Certificate of Designation gives the Series A the right to veto any amendment to the Certificate of Designation or the issuance of any class of preferred stock which has rights senior to or have priority over the Series A Preferred ~~Stock~~.

AsDuring the ofperiod ~~June~~ended September 30, 2025 and December 31, 2024, the Company ~~had~~did ~~2,083,333~~not ~~shares~~issue ofany Series A Preferred Stock ~~issued and outstanding, respectively~~.

As of September 30, 2025 and December 31, 2024, the Company had 2,083,333 shares of Series LA Preferred Stock issued and outstanding, respectively.

~~On May 24, 2019, the Company filed a Certificate of Designation of~~ Series ~~L Preferred Stock ("Series L") with the Secretary of State of Nevada. The number of shares of Series L Stock designated~~ ~~is 1,000 shares. The Series~~ L ~~are entitled to vote with the common stock at a ratio of 1,000,000 votes per share of Series L. The Series L do not have rights to dividends, have a liquidation preference junior to the Series A~~ Preferred ~~but~~ ~~senior to the common stock, have no redemption rights and are not convertible into common stock.~~Stock

~~During~~On May 24, 2019, the ~~period~~Company ~~ended~~filed a Certificate of ~~June~~Designation ~~30,~~of ~~2025~~Series ~~and~~L ~~December~~Preferred Stock ("Series L") with the Secretary of ~~31,~~State ~~2024~~of Nevada. The number of shares of Series L Stock designated is 1,000 shares. The Series L are entitled to vote with the ~~Company~~common stock ~~did~~at ~~not~~a ~~issue~~ratio ~~any~~of 1,000,000 votes per share of Series L. The Series L do not have rights to dividends, have a liquidation preference junior to the Series A Preferred ~~Stock~~but senior to the common stock, have no redemption rights and are not convertible into common stock.

AsDuring the period ended of ~~June~~September 30, 2025 and December 31, 2024, the Company ~~had~~did ~~1,000~~not ~~shares~~issue ofany Series L Preferred Stock ~~issued and outstanding, respectively~~.

~~Common~~As of September 30, 2025 and December 31, 2024, the Company had 1,000 shares of Series L Preferred Stock issued and outstanding, respectively.

~~The Company has authorized 600,000,000 common~~Common ~~shares with a par value of $0.001 per share.~~Stock

OnThe Company ~~April~~has ~~21,~~authorized ~~2020~~600, ~~the Company issued 20,~~000,000 ~~shares~~ ofcommon ~~Common~~shares ~~Stock~~with ~~(the “Issuance Shares”) to its CEO, Liu Zhongkuo at~~ a ~~purchase~~par ~~price~~value of $0.001 per ~~Issuance Share~~share. ~~Mr. Liu paid for the Issuance Shares by forgiving $20,000 of debt owed to him by the Company.~~

On April ~~July 12~~21, ~~2022~~2020, the Company ~~entered into a Share Exchange Agreement with Wombat Australia Holdings Pty Ltd (“Wombat”), pursuant to which the Company~~ issued 220,000,000 shares of Common Stock (the “~~Acquisition~~Issuance Shares”) into ~~exchange~~its ~~for~~CEO, ~~100~~Liu %Zhongkuo ~~equity~~at a ~~ownership~~purchase ~~stake~~price inof ~~Wombat~~$0.001 ~~(the~~per ~~“Acquisition”)~~Issuance Share. ~~Following~~ ~~the~~Mr. ~~Acquisition,~~Liu paid for the ~~Company~~Issuance ~~became~~Shares ~~the~~by ~~100%~~forgiving ~~equity~~$20,000 ~~holder~~of indebt ~~Wombat~~owed to him by the Company.

On July ~~June~~12, 052022, ~~2024~~the Company entered into a Share Exchange Agreement with Wombat Australia Holdings Pty Ltd (“Wombat”), pursuant to which the Company issued 352,000,000 shares of Common Stock (the “~~Issuance~~Acquisition Shares”) toin ~~its~~exchange ~~director,~~for ~~Huei-~~100 ~~Ching~~% ~~HUANG~~equity atownership stake ain ~~purchase~~Wombat ~~price~~(the ~~of $0~~“Acquisition”).~~001~~ ~~per~~Following ~~Issuance Share. Ms. Huang paid for~~ the ~~Issuance Shares by forgiving $35~~Acquisition,~~000~~ ofthe ~~debt~~Company ~~owed~~became tothe ~~her~~100% byequity ~~the~~holder ~~Company~~in Wombat.

~~As of June 30, 2025 and December 31, 2024, the Company had 70,928,185 shares of Common Stock issued and outstanding, respectively.~~F-22

~~NOTE 11~~On June ~~— Commitments~~05, 2024, the Company issued 35,000,000 shares of Common Stock (the “Issuance Shares”) to its director, Huei- Ching ~~and~~HUANG ~~contingencies~~at a purchase price of $0.001 per Issuance Share. Ms. Huang paid for the Issuance Shares by forgiving $35,000 of debt owed to her by the Company.

~~From~~On September ~~time~~12, ~~to time~~2025, the ~~Group~~Company isissued ~~subject to certain legal proceedings~~3,300,000 ~~claims~~shares ~~and disputes that arise in the ordinary course~~ of ~~business.~~Common ~~Although~~Stock (the ~~outcomes~~“Issuance ofShares”) ~~these~~to ~~legal~~three ~~proceedings~~new shareholders ~~cannot~~at ~~be predicted, the Group does not believe these actions, in the aggregate, will have~~ a ~~material~~purchase ~~adverse~~price ~~impact on its financial position, results~~ of ~~operations or liquidity~~$0.001 Asper ofIssuance ~~June~~Share. ~~30,~~All ~~2025~~new ~~and~~investors ~~December~~paid ~~31,~~for ~~2024,~~ the ~~Group~~shares ~~has~~in ~~no outstanding litigation~~cash.

~~F-21~~As of September 30, 2025 and December 31, 2024, the Company had 74,228,185 and 70,928,185 shares of Common Stock issued and outstanding, respectively.

NOTE 11 – 12Commitments ~~— Segment~~and ~~Information~~contingencies

~~The~~From time ~~Group~~to ~~operates~~time, inthe aGroup ~~single~~is ~~operating segment~~subject ~~and~~to ~~has~~certain ~~one~~legal ~~reportable segment~~proceedings, ~~which~~claims ~~includes~~and ~~all~~disputes ~~activities~~that ~~related~~arise toin the ~~development,~~ordinary ~~marketing,~~course ~~and~~of ~~distribution~~business. Although the outcomes of ~~Australian-branded nutrition,~~these ~~health,~~legal ~~and~~proceedings ~~wellness~~cannot ~~products~~be predicted, asthe ~~well~~Group asdoes ~~social~~not ~~media~~believe ~~digital~~these ~~marketing~~actions, ~~and~~in ~~video~~the ~~production~~aggregate, ~~services.~~will ~~This~~have ~~determination~~a ismaterial ~~consistent~~adverse ~~with~~impact ~~the~~on ~~condensed~~its ~~consolidated~~ financial ~~information~~position, ~~regularly~~results ~~reviewed~~of byoperations ~~the~~or ~~Group’s~~liquidity. ~~Chief~~As ~~Operating~~of ~~Decision~~September ~~Maker (“CODM”)~~30, ~~who~~2025 isand December 31, 2024, the Group’s ~~Chief~~has ~~Executive~~no ~~Officer~~outstanding litigation.

~~The CODM evaluates performance and~~NOTE ~~allocates~~12 ~~resources~~– ~~based on consolidated net profit or loss.~~ Segment ~~assets are reported on a consolidated basis and are consistent with total assets presented in the condensed consolidated balance sheets.~~Information

The Group ~~table~~operates ~~below~~in ~~provides~~a single operating segment and has one reportable segment, which includes all activities related to the development, marketing, and distribution of Australian-branded nutrition, health, and wellness products, as well as social media digital marketing and video production services. This determination is consistent with the condensed consolidated financial information regularly reviewed ~~about~~by the Group’s ~~segment:~~Chief Operating Decision Maker (“CODM”), who is the Group’s Chief Executive Officer.

	Three months ended June 30,						Six months ended June 30,
	2025			2024			2025			2024
Segment revenue	$	190,025			34,870		$	453,663			75,067
Less:
Cost of service		(135,895	)		-			(357,189	)		-
Cost of products		-			-			-			(593	)
Wages, salaries & insurance		(19,712	)		(12,380	)		(36,720	)		(29,309	)
Lease expenses		(12,263	)		(6,358	)		(28,279	)		(9,006	)
Legal & professional fees		(2,852	)		(2,486	)		(20,787	)		(6,767	)
General expenses		(9,453	)		(11,362	)		(16,093	)		(20,696	)
Segment income from operations	$	9,850			2,284		$	(5,405	)		8,696
Reconciliation:
Interest income		12			15			12			15
Foreign exchange (loss)/gain		(19,744	)		(166	)		(17,257	)		254
Other expenses		(38	)		(19	)		(72	)		(303	)
Income tax expenses		–			(2,383	)		–			(5,545	)
Net (loss)/profit before taxes	$	(9,920	)		(269	)	$	(22,722	)		3,117

The CODM evaluates performance and allocates resources based on consolidated net profit or loss. Segment assets are reported on a consolidated basis and are consistent with total assets presented in the condensed consolidated balance sheets.

~~NOTE~~The table 13below ~~— Subsequent~~provides ~~events~~information about the Group’s segment:

The Group has evaluated subsequent events from June 30, 2025 to the date the condensed consolidated financial statements were issued and has determined that there are no items to disclose other than those disclosed elsewhere in this report.

	Three months ended September 30,						Nine months ended September 30,
	2025			2024			2025			2024
Segment revenue	$	1,235,465		$	6,895		$	1,689,128		$	81,962
Less:
Cost of service		(1,171,793	)		-			(1,528,982	)		-
Cost of products		-			-			-			(618	)
Wages, salaries & insurance		(10,873	)		(20,957	)		(47,593	)		(50,241	)
Lease expenses		(9,439	)		(12,607	)		(37,718	)		(21,613	)
Legal & professional fees		(27,212	)		(26,711	)		(47,999	)		(33,478	)
General expenses		(27,068	)		(685	)		(43,161	)		(21,381	)
Segment income from operations	$	(10,920	)	$	(54,065	)	$	(16,325	)	$	(45,369	)
Reconciliation:
Interest income		-			1			12			16
Foreign exchange (loss)/gain		535			208			(16,722	)		462
Other expenses		17			235			(55	)		(68	)
Income tax (expenses)/credits		(3,241	)		5,545			(3,241	)		-
Net loss	$	(13,609	)	$	(48,076	)	$	(36,331	)	$	(44,959	)

~~F-22~~NOTE 13 – Subsequent events

~~ITEM~~The Group 2.has ~~MANAGEMENT’S~~evaluated ~~DISCUSSION~~subsequent ~~AND~~events ~~ANALYSIS~~from OFSeptember ~~FINANCIAL~~30, ~~CONDITION~~2025 ~~AND~~to ~~RESULTS~~the OFdate ~~OPERATIONS~~the condensed consolidated financial statements were issued and has determined that there are no items to disclose other than those disclosed elsewhere in this report.

The following management’s discussion and analysis of financial condition and results of operations provides information that management believes is relevant to an assessment and understanding of our plans and financial condition. The following financial information is derived from our financial statements and should be read in conjunction with such financial statements and notes thereto set forth elsewhere herein.F-23

~~Use~~ITEM 2. ofMANAGEMENT’S ~~Terms~~DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

~~Except~~The following asmanagement’s ~~otherwise~~discussion ~~indicated by the context~~ and ~~for~~ ~~the~~analysis ~~purposes~~ of ~~this~~financial ~~report~~condition ~~only,~~and ~~references~~results inof ~~this~~operations ~~report~~provides toinformation ~~“we,”~~that ~~“us,” “our,” the “Company,”~~management ~~“HAFG,”~~believes ~~and~~is ~~“our~~relevant ~~company” refer~~ to ~~the~~an ~~consolidated~~assessment ~~operations~~and understanding of ~~Holistic~~our ~~Asset~~plans ~~Finance~~and ~~Group~~financial Cocondition., ~~Ltd.,~~The afollowing ~~Nevada corporation,~~financial ~~and~~information ~~its~~is derived ~~subsidiary.~~from ~~“Common~~our ~~stock”~~financial ~~refers~~statements toand ~~the~~should ~~Company’s~~be ~~common~~read ~~stock,~~in ~~par~~conjunction ~~value~~with ~~$0.001~~such ~~per~~financial ~~share.~~statements ~~“NT$” refers~~and tonotes ~~New~~thereto ~~Taiwan~~set ~~dollars,~~forth ~~the legal currency of Taiwan~~elsewhere herein.

~~Note~~Use of ~~Regarding Forward-Looking Statements~~Terms

~~This report contains forward-looking statements~~Except ~~that~~as ~~are~~otherwise ~~based~~indicated onby ~~our~~the ~~management’s~~context ~~beliefs~~ and ~~assumptions~~for ~~and~~the onpurposes ~~information currently available to us. All statements other than statements~~ of ~~historical~~this ~~facts~~report ~~are~~only, ~~forward-looking~~references ~~statements.~~in ~~These~~this ~~statements~~report ~~relate~~ to ~~future~~“we,” ~~events or to~~ “us,” “our,” ~~future~~the ~~financial~~“Company,” ~~performance and~~“HAFG,” ~~involve known~~ and ~~unknown~~“our ~~risks,~~company” ~~uncertainties~~refer ~~and~~to ~~other~~the ~~factors~~consolidated ~~that~~operations of ~~may~~Holistic ~~cause~~Asset ~~our~~Finance ~~actual~~Group ~~results~~Co., ~~levels of activity~~Ltd., ~~performance or~~a ~~achievements~~Nevada tocorporation, beand ~~materially~~its ~~different~~subsidiary. ~~from~~“Common ~~any~~stock” ~~future~~refers ~~results,~~to ~~levels~~the ofCompany’s common ~~activity~~stock, ~~performance~~par orvalue ~~achievements~~$0.001 ~~expressed~~per orshare. ~~implied by~~“NT$” ~~these~~refers ~~forward-looking~~to ~~statements.~~New ~~Forward-looking~~Taiwan ~~statements include~~dollars, ~~but~~the ~~are~~legal ~~not~~currency ~~limited~~of ~~to, statements about:~~Taiwan.

●Note Regarding ~~the~~Forward-Looking ~~success or failure of management’s efforts to implement the Company’s business strategies;~~Statements

●This report ~~the~~contains ~~ability~~forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to us. All statements other than statements of ~~the~~historical ~~Company~~facts are forward-looking statements. These statements relate to future ~~generate~~events ~~sufficient~~or ~~cash~~to ~~flows;~~our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

● the ~~ability~~success or failure of ~~the~~management’s ~~Company~~efforts to ~~compete~~implement ~~with other companies in~~ the ~~industries where the~~ Company’s ~~operates~~business strategies;

● the ~~effect~~ability of ~~changing~~the ~~economic~~Company ~~conditions~~to ~~impacting~~generate ~~our~~sufficient ~~operations;~~cash ~~and~~flows;

● the ability of the Company to ~~meet~~compete ~~the~~with other ~~risks~~companies asin ~~described~~the inindustries where the Company’s ~~SEC filings.~~operates;

In● some cases, you can identify forward-looking statements by terms such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the ~~negative~~effect of ~~these~~changing ~~terms~~economic orconditions ~~other~~impacting comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our ~~control~~operations; and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under Item 1A. “Risk Factors” of our Form 10 filed on February 27, 2025. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance.

In● ~~addition, statements that “we believe” and similar statements reflect our beliefs and opinions on~~ the ~~relevant~~ability ~~subject. These statements are based upon information available to us as~~ of the ~~date~~Company ~~of this report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read~~ to ~~indicate~~meet ~~that~~the weother ~~have~~risks ~~conducted~~as andescribed ~~exhaustive~~in ~~inquiry~~the ~~into,~~Company’s ~~or review~~SEC ~~of, all potentially available relevant information~~filings. ~~These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.~~

~~The~~In some cases, you can identify forward-looking statements ~~made~~by interms ~~this~~such ~~report~~as “may,” “could,” “will,” ~~relate~~“should,” ~~only~~“would,” to“expect,” ~~events~~“plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or ~~information~~“continue” or asthe negative of ~~the~~these ~~date~~terms onor ~~which~~other ~~the~~comparable terminology. These statements are ~~made~~only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in ~~this~~some ~~report~~cases, beyond our control and which could materially affect results. ~~Except~~Factors asthat ~~expressly~~may ~~required~~cause byactual ~~the~~results to differ materially from current ~~federal~~expectations ~~securities~~include, ~~laws~~among other things, ~~there~~those islisted nounder ~~undertaking~~Item to1A. ~~publicly~~“Risk ~~update~~Factors” orof ~~revise~~our ~~any~~Form ~~forward-looking~~10 ~~statements~~filed on February 27, ~~whether~~2025. asIf aone ~~result~~or more of ~~new information~~these risks or uncertainties occur, ~~future~~or ~~events~~if our underlying assumptions prove to be incorrect, ~~changed~~actual ~~circumstances~~events or results may vary significantly from those implied or ~~any~~projected ~~other~~by ~~reason~~the forward-looking statements. No forward-looking statement is a guarantee of future performance.

2In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

~~Overview~~2

~~Our~~The forward-looking ~~Company~~statements made in this report relate only to events or information as of the date on which the statements are made in this report. Except as expressly required by the federal securities laws, ~~through~~there ~~our~~is ~~subsidiary~~no ~~Wombat~~undertaking ~~Australia~~to publicly update or revise any forward-looking ~~Holdings~~statements, ~~Pty~~whether ~~Ltd~~as a result of new information, ~~operates~~future ~~two~~events, ~~business~~changed ~~lines:~~circumstances or any other reason.

Digital Marketing and Video Production. We offer professional social media digital marketing and video production services, focusing on the Singapore, Hong Kong and Taiwan markets and gradually expanding into other Asian markets. We deliver tailored marketing solutions to help brands accelerate their market presence in these regions and boost brand exposure through social video production.Overview

~~In addition to content creation and production,~~Our ~~the~~ Company, ~~offers~~through ~~comprehensive~~our ~~information~~subsidiary ~~promotion~~Wombat ~~and~~Australia ~~digital~~Holdings ~~campaign~~Pty ~~optimization services. This includes the development of targeted advertising content~~Ltd, ~~media~~operates ~~planning~~two ~~and~~business ~~placement, and the management of performance-driven marketing campaigns—primarily across platforms such as Facebook (Meta).~~lines:

~~For~~Digital Marketing ~~the~~and ~~three~~Video ~~months~~Production. ~~ended~~We ~~June~~offer ~~30,~~professional ~~2025~~social ~~and~~media ~~2024, our~~digital ~~Digital~~marketing ~~Marketing~~ and ~~Video~~video ~~Production~~production ~~business~~services, ~~generated~~focusing ~~revenues~~on ~~of $190~~the Singapore,~~025~~ ~~and $34~~Australia,~~870,~~ ~~respectively,~~Hong ~~accounting~~Kong ~~for 100%~~ and ~~100%~~ ofTaiwan ~~our~~markets ~~total~~and ~~revenues.~~gradually ~~For~~expanding ~~the~~into ~~six~~other ~~months~~Asian ~~ended~~markets. ~~June~~We ~~30,~~deliver ~~2025~~tailored ~~and~~marketing ~~2024,~~solutions to ~~our~~help ~~Digital~~brands ~~Marketing~~accelerate ~~and~~their ~~Video~~market ~~Production~~presence ~~business~~in ~~generated revenues~~these ofregions ~~$453,663~~ and ~~$74,521,~~boost ~~respectively,~~brand ~~accounting~~exposure ~~for~~through ~~100%~~social ~~and~~video 99production.~~3% of our total revenues.~~

~~Wellness~~In addition ~~Products~~to ~~Sale.~~content Wecreation ~~sell~~and ~~Australian-branded nutrition~~production, ~~health,~~the ~~and~~Company ~~wellness~~offers ~~products~~comprehensive ininformation ~~Taiwan.~~promotion Weand ~~provide~~digital ~~consumers~~campaign ~~with a convenient shopping experience mainly through offline~~optimization ~~group-buying activities~~services. ~~For~~This includes the ~~three~~development ~~months~~of ~~ended~~targeted ~~June~~advertising 30content, ~~2025~~media ~~and~~planning ~~2024, our Wellness Products Sale business generated revenues of $nil~~ and ~~$nil~~placement, ~~respectively, accounting for nil~~ and ~~nil of our total revenues. For~~ the ~~six~~management ~~months~~of ~~ended June 30, 2025 and 2024, our Wellness~~performance-driven ~~Products~~marketing ~~Sale~~campaigns—primarily ~~business~~across ~~generated~~platforms ~~revenues~~such ofas ~~$nil~~Facebook ~~and $546, respectively, accounting for nil and 0~~(Meta).~~7% of our total revenues.~~

~~Recent~~For the ~~Developments~~three months ended September 30, 2025 and 2024, our Digital Marketing and Video Production business generated revenues of $1,235,465 and $6,895, respectively, accounting for 100% and 100% of our total revenues. For the nine months ended September 30, 2025 and 2024, our Digital Marketing and Video Production business generated revenues of $1,689,128 and $81,416, respectively, accounting for 100% and 99.3% of our total revenues.

InWellness Products ~~2025~~Sale. We sell Australian-branded nutrition, ~~the~~health, ~~Company~~and ~~expanded~~wellness ~~its~~products ~~digital~~in ~~service offerings~~Taiwan. byWe ~~launching~~provide consumers with a ~~new~~convenient shopping ~~advertising~~experience ~~service~~mainly ~~offering~~through tooffline ~~further~~group-buying ~~enhance~~activities. ~~its~~For ~~capabilities~~the inthree ~~paid~~months ~~media~~ended September 30, 2025 and ~~performance~~2024, ~~marketing.~~our Wellness ~~This~~Products ~~new~~Sale ~~offering~~business ~~focuses~~generated onrevenues ~~delivering~~of ~~integrated~~$nil ~~advertising~~and ~~solutions—including~~$nil, ~~campaign strategy~~respectively, ~~media~~accounting ~~buying,~~for ~~real-time~~nil ~~performance~~and nil of our total revenues. For the nine ~~tracking~~months ended September 30, 2025 and ~~data-driven~~2024, ~~optimization—across~~our ~~major~~Wellness ~~digital~~Products ~~platforms~~Sale ~~such~~business asgenerated ~~Facebook~~revenues ~~(Meta)~~of $nil and ~~Google~~$546, respectively, accounting for nil and 0.7% of our total revenues.

~~Building on the Company’s existing strengths~~Recent in content creation and social media marketing, this development enables the Company to offer end-to-end advertising services that drive measurable brand growth, customer acquisition, and return on ad spend for clients targeting key Asian markets including Singapore, Hong Kong, and Taiwan.Developments

~~Principal~~In 2025, ~~Factors~~the ~~Affecting~~Company ~~Our~~expanded ~~Financial~~its ~~Performance~~digital service offerings by launching a new advertising service offering to further enhance its capabilities in paid media and performance marketing. This new offering focuses on delivering integrated advertising solutions—including campaign strategy, media buying, real-time performance tracking, and data-driven optimization—across major digital platforms such as Facebook (Meta) and Google.

~~Our~~Building on ~~operating~~the ~~results~~Company’s ~~are~~existing ~~primarily~~strengths ~~affected~~in by content creation and social media marketing, this development enables the ~~following~~Company ~~factors:~~to offer end-to-end advertising services that drive measurable brand growth, customer acquisition, and return on ad spend for clients targeting key Asian markets including Singapore, Hong Kong, and Taiwan.

●Principal Factors ~~our~~Affecting ~~ability~~Our toFinancial ~~acquire new customers or retain existing customers;~~Performance

●Our operating ~~our~~results ~~ability~~are toprimarily ~~offer~~affected ~~competitive~~by ~~pricing~~the ~~for~~following ~~our products and services;~~factors:

● our ability to ~~provide~~acquire ~~competitive~~new ~~products~~customers ~~and~~or ~~services~~retain existing customers;

● ~~industry~~our ~~demand~~ability ~~and~~to ~~competition;~~offer competitive pricing for our products and services;

● ~~market~~our ~~conditions~~ability ~~and~~to ~~our~~provide ~~market~~competitive ~~position.~~products and services;

3● industry demand and competition; and

~~Results~~● ofmarket ~~Operations~~conditions and our market position.

~~Comparison of Three Months Ended June 30, 2025 and 2024~~3

~~The following table sets forth key components~~Results of ~~our results of operations during the three months ended June 30, 2025 and 2024, together with the corresponding period-over-period changes.~~Operations

	Three Months Ended June 30, 2025			Three Months Ended June 30, 2024			% Change
Revenue	$	190,025			34,870			445.0	%
Cost of Revenue		(147,259	)		(3,294	)		4,370.5	%
Gross Profit		42,766			31,576			35.4	%
General and Administrative Expenses		(32,916	)		(29,292	)		12.4	%
Operating Profit		9,850			2,284			331.3	%
Total Other Expenses, net		(19,770	)		(170	)		11,529.4	%
(Loss)/Profit Before Income Taxes		(9,920	)		2,114			N/A
Income Tax Expenses		-			(2,383	)		N/A
Net Loss		(9,920	)		(269	)		3,587.7	%
Comprehensive Loss	$	(11,747	)		(192	)		6,018.2	%

Comparison of Three Months Ended September 30, 2025 and 2024

~~Revenue~~The following table sets forth key components of our results of operations during the three months ended September 30, 2025 and 2024, together with the corresponding period-over-period changes.

Revenue increased significantly by $155,155, or approximately 445.0%, to $190,025 for the three months ended June 30, 2025, from $34,870 for the same period in 2024. The increase was primarily driven by the rapid growth of the Company’s newly launched advertising service offering, which contributed significantly to service revenue. The expansion into integrated digital advertising solutions attracted new clients and generated higher campaign volumes, reflecting strong market demand and effective execution.

	Three Months Ended September 30, 2025			Three Months Ended September 30, 2024			% Change
Revenue	$	1,235,465		$	6,895			17818.3	%
Cost of Revenue		(1,177,906	)		(187	)		629796.3	%
Gross Profit		57,559			6,708			758.1	%
General and Administrative Expenses		(68,479	)		(60,773	)		12.7	%
Operating Loss		(10,920	)		(54,065	)		(79.8	)%
Total Other Expenses, net		552			444			24.3	%
(Loss)/Profit Before Income Taxes		(10,368	)		(53,621	)		(80.7	)%
Income Tax Expenses		(3,241	)		5,545			N/A
Net Loss		(13,609	)		(48,076	)		(71.7	)%
Foreign currency translation adjustment		1,545			(5	)		N/A
Total Comprehensive loss	$	(12,064	)	$	(48,081	)		(74.9	)%

~~Cost of~~ Revenue

~~Cost of revenue~~ Revenue increased significantly by $~~143~~1,~~965~~228,570, or approximately 17818.3%, to $~~147~~1,~~259~~ 235,465 for the three months ended ~~June~~September 30, 2025, from $36,~~294~~895 for in the same period ofin 2024. ~~This~~The substantial increase ~~reflects~~was ~~higher~~primarily ~~direct~~attributable ~~cost~~to ~~associated~~the strong performance of the Company’s advertising ~~with~~and digital marketing service lines. The continued expansion of the newly launched integrated advertising solutions and the addition of several new clients contributed to higher campaign volumes and greater overall sales. This growth inreflects ~~revenue~~the Company’s successful efforts to scale operations and capture rising demand across its target markets.

~~Gross~~Cost of ~~Profit~~Revenue

~~Gross~~Cost of ~~profit~~revenue ~~slightly~~ increased by $1,177,719 to $421,~~766~~177,906 for the three months ended ~~June~~ September 30, 2025, ~~compared~~from to $~~31,576~~187 ~~for~~in the same period inof 2024. This ~~Despite~~increase ~~the~~reflects ~~substantial~~higher direct cost associated with the growth in revenue,. ~~gross~~The ~~profit~~primary ~~margin~~components ~~declined due~~of tothe aCompany’s ~~shift~~cost in of revenue ~~mix~~include ~~and~~media ~~higher~~placement ~~direct~~fees, subcontracted production costs, ~~associated~~and ~~with~~labor ~~the~~costs. ~~expansion~~The ofincrease ~~the~~in ~~Company’s~~direct ~~advertising~~costs ~~services.~~was Inmainly ~~the~~attributable ~~second~~to ~~quarter,~~ a ~~larger~~higher ~~proportion~~volume of ~~revenue~~advertising ~~was~~and ~~generated~~production ~~from~~projects during the ~~newly~~period, ~~launched~~as ~~advertising~~well ~~service~~as ~~offering,~~greater ~~which~~reliance ~~generally~~on ~~yields~~third-party service providers ~~lower~~to ~~margins~~support ~~than~~these projects. Overall, the increase reflects the Company’s ~~traditional~~business ~~digital~~expansion ~~marketing~~and ~~services~~heightened project activity.

~~General and Administrative Expenses~~4

~~General and administrative expenses increased~~Gross by $3,624, or 12.4%, to $9,850 for the three months ended June 30, 2025, from $2,284 in the same period of 2024. The increase was mainly attributable to higher lease expenses and professional fees incurred during the period to support expanded operations.Profit

4Gross profit increased to $57,559 for the three months ended September 30, 2025, compared to $6,708 for the same period in 2024. Despite the substantial growth in revenue, gross profit margin declined due to a shift in revenue mix and higher direct costs associated with the expansion of the Company’s advertising services. The advertising services business generally has a lower gross margin compared to the Company’s original trading business, primarily because it entails higher third-party media placement and production costs. These costs account for a greater portion of total revenue in advertising services, resulting in a lower overall gross margin.

~~Net~~General and ~~(Loss)/Profit~~Administrative Expenses

AsGeneral and aadministrative ~~result~~expenses ofincreased ~~the~~by ~~factors~~$7,706, ~~described~~or ~~above~~12.7%, weto ~~recorded a net loss of~~ $968,~~920~~479 for the three months ended ~~June~~September 30, 2025, ~~compared~~from ~~to a net loss of~~ $~~269~~60,773 for the same period in 2024. The ~~decrease~~increase was ~~primarily due~~mainly attributable to ~~increased~~higher general operating expenses ~~and~~incurred ~~cost~~to ofsupport ~~revenue~~the ~~outpacing~~Company’s expanded ~~revenue~~business activities and ongoing operational growth.

~~Comparison of Six Months Ended June 30,~~Net ~~2025 and 2024~~Loss

	Six Months Ended June 30, 2025			Six Months Ended June 30, 2024			% Change
Revenue	$	453,663			75,067			504.3	%
Cost of Revenue		(372,546	)		(6,466	)		5,661.6	%
Gross Profit		81,117			68,601			18.2	%
General and Administrative Expenses		(86,522	)		(59,905	)		44.4	%
Operating (Loss)/Profit		(5,405	)		8,696			N/A
Total Other Expenses, net		(17,317	)		(34	)		50,832.4	%
(Loss)/Profit Before Income Taxes		(22,722	)		8,662			N/A
Income Tax Expenses		-			(5,545	)		N/A
Net (Loss)/Profit		(22,722	)		3,117			N/A
Comprehensive (Loss)/Income	$	(24,703	)		3,041			N/A

As a result of the factors described above, the Company recorded a net loss of $13,609 for the three months ended September 30, 2025, compared to a net loss of $48,076 for the same period in 2024. The reduction in net loss reflects improved operating efficiency and the scaling of core revenue streams, partially offset by increased direct costs and administrative expenses incurred to support the Company’s rapid business growth.

~~Revenue~~Comparison of Nine Months Ended September 30, 2025 and 2024

Revenue increased significantly by $378,596, or approximately 504.3%, to $453,663 for the six months ended June 30, 2025, from $75,067 for the same period in 2024. The increase was primarily driven by the rapid growth of the Company’s newly launched advertising service offering, which contributed significantly to service revenue. The expansion into integrated digital advertising solutions attracted new clients and generated higher campaign volumes, reflecting strong market demand and effective execution.

	Nine Months Ended September 30, 2025			Nine Months Ended September 30, 2024			% Change
Revenue	$	1,689,128		$	81,962			1960.9	%
Cost of Revenue		(1,550,452	)		(6,653	)		23204.6	%
Gross Profit		138,676			75,309			84.1	%
General and Administrative Expenses		(155,001	)		(120,678	)		28.4	%
Operating Loss		(16,325	)		(45,369	)		(64.0	)%
Total Other Expenses, net		(16,765	)		410			N/A
Loss Before Income Taxes		(33,090	)		(44,959	)		(26.4	)%
Income Tax Expenses		(3,241	)		-			N/A
Net (Loss)/Profit		(36,331	)		(44,959	)		(19.2	)%
Foreign currency translation adjustment		(436	)		(81	)		438.3	%
Total Comprehensive Loss	$	(36,767	)	$	(45,040	)		(18.4	)%

~~Cost of Revenue~~5

Cost of revenue increased by $366,080 to $372,546 for the six months ended June 30, 2025, from $6,466 in the same period of 2024. This increase reflects higher direct cost associated with the growth in revenue.Revenue

~~Gross~~Revenue increased ~~Profit~~significantly by $1,607,166, or approximately 1960.9%, to $1,689,128 for the nine months ended September 30, 2025, from $81,962 for the same period in 2024. The sharp increase was primarily driven by the continued strong growth of the Company’s newly launched advertising service offering. The expansion of integrated digital advertising solutions and the addition of new clients led to higher campaign volumes and greater service revenue, demonstrating sustained market demand and effective execution of the Company’s growth strategy.

~~Gross profit increased by $12,516, or 18.2%, to~~Cost ~~$81,117 for the six months ended June 30, 2025, from $68,601 in the same period~~ of 2024. Although revenue increased significantly, gross profit margin declined as a result of a shift in revenue mix toward lower-margin advertising services and increased direct costs related to the expansion of service offerings. The Company continues to invest in building out its delivery capacity to support long-term growth, which impacts short-term margins.Revenue

~~General~~Cost of revenue increased by $1,543,799 to $1,550,452 for the nine months ended September 30, 2025, from $6,653 in 2024. This increase reflects higher direct cost associated with the growth in revenue. The main components of the Company’s cost of revenue include media placement fees, subcontracted production costs, and ~~Administrative~~labor ~~Expenses~~costs. The increase in direct costs was primarily driven by a higher volume of advertising and production projects during the period, along with greater utilization of third-party service providers to support these projects. Overall, the increase reflects the Company’s business expansion and increased project activity.

~~General and administrative expenses increased by $26,617, or 44.4%,~~Gross to $86,522 for the six months ended June 30, 2025, compared to $59,905 for the same period in 2024. The increase was primarily driven by lease expenses, and professional service fees, reflecting the operational scale-up and broader business activities during the period.Profit

~~Net~~Gross profit ~~(Loss)/Profit~~increased to $138,676 for the nine months ended September 30, 2025, compared to $75,309 for the same period in 2024. Although revenue increased significantly, gross profit margin declined as a result of a shift in revenue mix toward lower-margin advertising services and increased direct costs related to the expansion of service offerings. The Company continues to invest in building out its delivery capacity to support long-term growth, which impacts short-term margins.

~~As a result of the above factors, the Company~~General recorded a net loss of $22,722 for the six months ended June 30, 2025, compared to a net profit of $3,117 for the same period in 2024. The decline in profitability was mainly due to increased operating expenses and ~~cost~~Administrative ~~of revenue outpacing revenue growth.~~Expenses

5General and administrative expenses increased by $34,323, or 28.4%, to $155,001 for the nine months ended September 30, 2025, from $120,678 for the same period in 2024. The increase was primarily driven by lease expenses, general operating cost, and professional service fees, reflecting the operational scale-up and broader business activities during the period.

~~Liquidity and Capital Resources~~ Net Loss

As a result of ~~June~~the ~~30,~~above ~~2025~~factors, wethe ~~had~~Company ~~cash~~recorded ~~and cash~~a ~~equivalents~~net loss of $636,~~792~~331 for the nine months ended September 30, 2025, compared to a net loss of $1744,~~409~~959 asfor ofthe ~~December~~same ~~31,~~period in 2024. The ~~significant~~narrowing ~~decrease~~of inthe ~~cash~~net ~~was~~loss ~~primarily~~reflects ~~due~~the toCompany’s improved operating performance ~~expenses~~and ~~incurred~~increased ~~during~~revenue ~~the period~~scale, ~~with~~partially ~~limited~~offset ~~inflows~~by ~~from~~higher ~~accounts~~direct ~~receivable~~costs orand ~~related~~administrative ~~parties~~expenses associated with supporting its rapid growth.

Our current assets totaled $80,146 as of June 30, 2025, representing an increase from $29,161 at December 31, 2024. This increase was mainly driven by the recognition of accounts receivable of $64,349, partially offset by a decrease in cash and changes in other receivables and deposits. Amounts due from a related party also increased from $742 to $4,622, further contributing to the overall increase in current assets.6

~~Current liabilities amounted to $ 333,062~~Liquidity ~~as of June 30, 2025, compared to $257,753 as of December 31, 2024. The increase was primarily due to an increase in accounts payable~~ and ~~amounts~~ ~~due~~Capital toResources ~~related parties, partially offset by reductions in other payables and tax payable.~~

As of aSeptember ~~result~~30, we2025, ~~had~~the aCompany ~~net~~had ~~current~~cash ~~liability of~~and ~~$252,916~~cash asequivalents of ~~June 30~~$10, ~~2025~~464, compared to $~~228~~17,~~592~~409 as of December 31, 2024. The decrease in cash was primarily due to operating expenses incurred during the period, partially offset by funds received from related parties.

~~In addition, the Company had an accumulated~~Our ~~deficit~~current ofassets totaled $7143,~~060,737~~668 as of ~~June~~September 30, 2025, ~~and~~representing onan increase from $29,161 at December 31, 2024. ofThis ~~$71,038,015.~~increase ~~The~~was mainly ~~Company~~driven ~~incurred~~by ~~net~~the ~~loss~~recognition of ~~$22,722~~accounts ~~and~~receivable ~~had~~of ~~net cash~~$30,546, ~~used~~partially inoffset ~~operating~~by ~~activities~~a ofdecrease ~~$11,177~~in ~~for~~cash ~~the~~and ~~six~~changes ~~months~~in ~~ended~~other ~~June~~receivables and ~~30, 2025~~deposits.

~~These~~Current liabilities ~~conditions~~amounted ~~raised~~to ~~substantial doubt~~$305,109 ~~about~~as ~~the~~of ~~Company’s~~September ~~ability~~30, 2025, compared to ~~continue~~$257,753 as aof ~~going~~December ~~concern~~31, 2024. The ~~Company’s~~increase ~~ability~~was primarily due to ~~continue~~an asincrease ain ~~going~~accounts ~~concern~~payable ~~will require~~and ~~the~~amounts ~~Company~~due to ~~obtain~~related ~~additional~~parties, ~~financing~~partially tooffset ~~fund~~by ~~its~~reductions ~~operations.~~in Inother ~~assessing~~payables ~~the~~and ~~going~~tax ~~concern, the board of directors has considered:~~payable.

●As a ~~Additional~~result, ~~equity~~we ~~financing~~had ~~from~~a ~~major~~net ~~shareholders~~current orliability ~~financial~~position ~~support~~of ~~from~~$261,441 ~~the~~as ~~Company’s~~of ~~related~~September ~~parties~~30, 2025, compared to $228,592 as of December 31, 2024.

●In addition, ~~Based~~the onCompany ~~the~~had ~~business~~an ~~plans~~accumulated deficit of ~~the~~$71,074,346 ~~Company~~as of September 30, ~~the~~2025, ~~management~~compared isto ~~actively~~$71,038,015 ~~developing~~as ~~new~~of ~~business~~December ~~that~~31, 2024. ~~will~~The ~~generate~~Company ~~revenue~~incurred a net loss of $36,331 and had net cash ~~inflows~~used toin operating activities of $18,708 for the ~~Company~~nine months ended September 30, 2025.

~~The~~These conditions ~~board~~raised ofsubstantial ~~directors~~doubt ~~believes~~about the Company’s ~~has~~ability ~~adequate financial resources~~ to continue inas ~~operational~~a ~~existence~~going ~~for~~concern. ~~the~~The ~~foreseeable~~Company’s ~~future.~~ability ~~Accordingly,~~to continue ~~the~~as a going concern ~~basis~~ ofwill ~~accounting~~require ~~continues~~the Company to beobtain ~~used~~additional infinancing ~~the~~to ~~preparation~~fund ofits ~~the~~operations. ~~condensed~~In ~~consolidated~~assessing ~~financial~~the ~~statements~~going ~~for~~ concern, the ~~three~~board ~~and~~of ~~six~~directors ~~months ended~~has ~~June 30, 2025.~~considered:

~~Summary~~● ofAdditional ~~Cash~~equity ~~Flow~~financing from major shareholders or financial support from the Company’s related parties.

~~The~~● ~~following~~Based ~~table~~on ~~provides~~the ~~detailed~~business ~~information about~~plans ~~our~~of ~~net~~the ~~cash~~Company, ~~flow~~the ~~for~~management ~~the~~is ~~six~~actively ~~months~~developing ~~ended~~new ~~June~~business ~~30,~~that ~~2025~~has generated substantial revenue and ~~2024:~~cash inflows to the Company.

	Six Months Ended
	June 30, 2025			June 30, 2024
Net cash (used in)/provided by operating activities	$	(11,177	)	$	12,249
Net (decrease)/ increase in cash		(11,177	)		12,249
Effect of exchange rates on cash		560			(76	)
Cash at beginning of year		17,409			10,618
Cash at end of period	$	6,792		$	22,791

The board of directors believes the Company has adequate financial resources to continue in operational existence for the foreseeable future. Accordingly, the going concern basis of accounting continues to be used in the preparation of the condensed consolidated financial statements for the three and nine months ended September 30, 2025.

~~Off-Balance~~Summary of ~~Sheet~~Cash ~~Arrangements~~Flow

~~We have not entered into any other financial guarantees~~The orfollowing ~~other~~table ~~commitments~~provides todetailed ~~guarantee~~information ~~the~~about ~~payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to~~ our ~~shares~~net ~~and~~cash ~~classified~~flow asfor ~~stockholder’s~~the ~~equity~~nine ormonths ~~that~~ended ~~are~~September ~~not reflected in our consolidated financial statements. Furthermore~~30, we2025 do 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. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and ~~development services with us.~~2024:

Critical Accounting Policies and Estimates

	Nine Months Ended
	September 30, 2025			September 30, 2024
Net cash used in operating activities	$	(18,708	)	$	(4,641	)
Net decrease in cash		(18,708	)		(4,641	)
Effect of exchange rates on cash		11,763			531
Cash at beginning of year		17,409			10,618
Cash at end of period	$	10,464		$	6,508

~~Basis~~Off-Balance Sheet ~~of presentation~~ Arrangements

~~The~~We have ~~accompanying~~not ~~condensed~~entered ~~consolidated~~into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. ~~statements~~We have ~~been~~not ~~prepared~~entered into any derivative contracts that are indexed to our shares and classified as stockholder’s equity or that are not reflected in ~~accordance~~our ~~with~~consolidated ~~accounting~~financial ~~principles~~statements. ~~generally~~Furthermore, ~~accepted~~we do not have any retained or contingent interest in ~~the~~assets transferred ~~United~~to ~~States~~an ofunconsolidated ~~America~~entity ~~(“U~~that serves as credit, liquidity or market risk support to such entity.S. We do not have any variable ~~GAAP”)~~interest ~~and~~in ~~pursuant~~any unconsolidated entity that provides financing, liquidity, market risk or credit support to ~~the~~us ~~rules~~or ~~and~~engages ~~regulations~~in ofleasing, hedging ~~the~~or ~~U.S.~~research ~~Securities~~and ~~Exchange~~development ~~Commission~~services ~~(“SEC”)~~with us.

~~Principles~~Critical Accounting ofPolicies ~~Consolidation~~and Estimates

~~The condensed consolidated financial statements~~Basis ~~include the financial statements~~ of ~~the~~presentation ~~Company and its subsidiaries. All intercompany transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.~~

~~Use~~The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of ~~estimates~~America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities Exchange Commission (“SEC”).

~~The preparation of condensed consolidated financial~~Principles ~~statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts~~ of ~~assets and~~Consolidation liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on information as of the date of the condensed consolidated financial statements and are adjusted to reflect actual experience when necessary. Actual results could differ from these estimates.

~~Recently~~The condensed ~~Issued~~consolidated ~~Accounting~~financial ~~Pronouncements Not Yet~~statements include the financial statements of the Company and its subsidiaries. All intercompany transactions ~~Adopted~~and balances among the Company and its subsidiaries have been eliminated upon consolidation.

~~The Company considers the applicability and impact~~Use of ~~all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.~~estimates

~~In June 2016, the FASB issued ASU No. 2016-13,~~The ~~“Financial~~preparation ~~Instruments — Credit~~of ~~Losses~~condensed ~~(Topic 326):~~consolidated ~~Measurement~~financial ofstatements ~~Credit~~in ~~Losses~~conformity onwith ~~Financial~~U.S. ~~Instruments,” which~~GAAP requires ~~the~~management ~~Company~~ to ~~measure~~make estimates and ~~recognize~~assumptions that ~~expected~~affect ~~credit~~the ~~losses~~reported ~~for~~amounts ~~financial~~of assets ~~held~~ and ~~not~~liabilities ~~accounted~~and ~~for~~disclosure atof ~~fair~~contingent ~~value through~~assets ~~net~~and ~~income.~~liabilities Inat ~~November 2018,~~the ~~April 2019~~date ~~and~~of ~~May 2019,~~ the ~~FASB issued ASU No. 2018-19, “Codification~~condensed ~~Improvements~~consolidated tofinancial ~~Topic 326,~~statements ~~Financial~~and ~~Instruments — Credit~~the ~~Losses,”~~reported ~~“ASU~~amounts ~~No. 2019-04,~~of ~~Codification Improvements~~revenues ~~to Topic 326, Financial Instruments — Credit Losses,” “Topic 815, Derivatives~~ and ~~Hedging, and~~expenses ~~Topic 825,~~during ~~Financial~~the ~~Instruments,”~~reporting ~~and “ASU No~~period. ~~2019-05,~~ ~~Financial~~These ~~Instruments — Credit~~estimates ~~Losses~~are ~~(Topic 326):~~based ~~Targeted~~on ~~Transition~~information ~~Relief,”~~as ~~which~~of ~~provided additional implementation guidance on~~ the ~~previously~~date ~~issued~~of ~~ASU. The ASU is effective for fiscal years beginning after Dec. 15, 2019 for public business entities that meet~~ the ~~definition~~condensed ofconsolidated anfinancial ~~SEC~~statements ~~filer, excluding~~and ~~entities~~are ~~eligible~~adjusted to bereflect ~~SRCs~~actual ~~as defined by the SEC. All other entities, ASU No. 2016-13 is effective for fiscal years~~experience ~~beginning~~when ~~after December 15, 2022~~necessary. ~~The~~Actual ~~adoption~~results ofcould ~~this~~differ ~~guidance~~from ~~did~~these ~~not have a material impact on the Company’s condensed consolidated financial statements~~estimates.

In October 2021, the FASB issued ASU No. 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU 2021-08”). This ASU requires entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. The amendments improve comparability after the business combination by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. The amendments are effective for the Company beginning after December 15, 2023, and are applied prospectively to business combinations that occur after the effective date. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements.8

7Recently Issued Accounting Pronouncements Not Yet Adopted

InThe Company ~~November~~considers ~~2023,~~ the ~~Financial~~applicability ~~Accounting~~and ~~Standards Board~~impact ~~(“FASB”)~~of ~~issued~~all ~~ASU~~accounting ~~2023-07,~~standards ~~Improvements to Reportable Segment Disclosures (Topic 280). This ASU~~ updates ~~reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker~~ (“~~CODM~~ASUs”) ~~and included within each reported measure of a segment’s profit or loss~~. ~~This ASU~~Management ~~also~~periodically ~~requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses~~reviews ~~the~~new ~~reported~~accounting ~~measures~~standards ofthat aare ~~segment’s profit or loss in assessing segment performance and deciding how to allocate resources~~issued. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2023. The Company adopted ASU 2023-07 as of January 1, 2024. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements.

In ~~December 2023~~ October 2021, the FASB issued ASU ~~2023~~No. 2021-0908, “~~Improvements~~Business toCombinations ~~Income~~(Topic 805): ~~Tax~~Accounting ~~Disclosures”~~for ~~which~~Contract isAssets and ~~intended~~Contract toLiabilities ~~simplify~~from ~~various~~Contracts ~~aspects~~with ~~related~~Customers” ~~to accounting for income taxes.~~ (“ASU ~~2023~~ 2021-0908”). ~~removes~~This ~~certain~~ASU ~~exceptions~~requires entities to ~~the~~apply ~~general principles in~~ Topic 606 to ~~740~~recognize and ~~also~~measure ~~clarifies~~contract assets and ~~amends~~contract ~~existing~~liabilities ~~guidance~~in toa ~~improve consistent~~business ~~application~~combination. The amendments inimprove ~~ASU~~comparability ~~2023-09~~after the ~~are~~business ~~effective~~combination ~~for~~by ~~public~~providing ~~business~~consistent ~~entities~~recognition and measurement guidance for ~~fiscal~~revenue ~~years~~contracts ~~beginning~~with ~~after~~customers ~~December~~acquired in ~~15,~~a ~~2024,~~business ~~including~~combination ~~interim~~and ~~periods~~revenue ~~therein.~~contracts ~~Early~~with ~~adoption~~customers ofnot ~~the~~acquired ~~standard~~in isa ~~permitted,~~business ~~including~~combination. ~~adoption~~The inamendments ~~interim~~are oreffective ~~annual periods~~ for the ~~which~~Company ~~financial~~beginning ~~statements~~after ~~have~~December 15, ~~not~~2023, ~~yet~~and ~~been~~are ~~issued.~~applied ~~The~~prospectively ~~Company~~to isbusiness ~~currently~~combinations ~~evaluating~~that occur after the effective date. The adoption of this guidance ~~whether~~did or not have a material impact on the Company’s condensed consolidated financial statements.

In November ~~March 2024~~2023, the ~~FASB~~Financial ~~issued~~Accounting ~~ASU 2024-01, “Compensation — Stock~~Standards ~~Compensation~~Board (~~Topic 718~~“FASB”) ~~— Scope~~issued ~~Application~~ASU of2023-07, ~~Profits~~Improvements ~~Interest~~to ~~and~~Reportable ~~Similar Awards”~~Segment Disclosures (~~“ASU 2024-01”~~Topic 280),. ~~which~~This ~~intends~~ASU toupdates ~~improve~~reportable ~~clarity~~segment ~~and~~disclosure ~~operability~~requirements ~~without~~by ~~changing~~requiring ~~the~~disclosures ~~existing~~of ~~guidance. ASU 2024-01~~significant ~~provides~~reportable ansegment ~~illustrative~~expenses that ~~example~~are ~~intended~~regularly provided to ~~demonstrate~~the ~~how~~Chief ~~entities~~Operating ~~that~~Decision ~~account~~Maker ~~for~~(“CODM”) ~~profits~~and ~~interest~~included ~~and~~within ~~similar~~each ~~awards would~~reported ~~determine~~measure ~~whether~~of a segment’s ~~profits~~profit ~~interest~~or ~~award~~loss. ~~should~~This beASU ~~accounted~~also ~~for~~requires indisclosure ~~accordance~~of ~~with~~the ~~Topic 718.~~title ~~Entities~~and ~~can~~position ~~apply~~of the ~~guidance either~~individual ~~retrospectively~~identified toas ~~all~~the ~~prior~~CODM and ~~periods~~an ~~presented~~explanation inof how the ~~financial~~CODM ~~statements~~uses orthe ~~prospectively~~reported tomeasures ~~profits~~of ~~interest~~a ~~and~~segment’s ~~similar~~profit ~~awards granted~~ or ~~modified~~loss onin orassessing ~~after~~segment ~~the~~performance ~~date~~and deciding ofhow ~~adoption~~to allocate resources. The ASU ~~2024-01~~ is effective for annual periods beginning after December 15, ~~2024~~ 2023, and interim periods within fiscal ~~those~~years ~~annual~~beginning ~~periods.~~after ~~Early~~December ~~adoption~~15, is2023. ~~permitted~~The ~~for~~Company ~~both~~adopted ~~interim~~ASU ~~and~~2023-07 ~~annual~~as ~~financial~~of ~~statements~~January ~~that have~~1, ~~not yet been issued or made available for issuance~~2024. The ~~Company is currently evaluating the~~ adoption of this guidance ~~whether or~~ did not have a material impact on the Company’s condensed consolidated financial statements.

In December ~~March 2024~~2023, the FASB issued ASU ~~2024~~ 2023-0209, ~~“Codification~~ “Improvements ~~— Amendments~~ to ~~Remove~~Income ~~References~~Tax ~~to the Concept Statements~~Disclosures” ~~(“ASU 2024-02”). ASU 2024-02~~which ~~contains~~is ~~amendments~~intended to ~~the~~simplify ~~FASB~~various aspects ~~Accounting~~related ~~Standards Codification that remove references~~ to ~~various~~accounting ~~FASB~~for ~~Concepts~~income ~~Statements~~taxes. In ~~most~~ASU ~~instances,~~2023-09 ~~the~~removes ~~references~~certain ~~are~~exceptions ~~extraneous and not required~~ to ~~understand or apply~~ the ~~guidance.~~general Inprinciples ~~other~~in ~~instances,~~Topic ~~the~~740 ~~references~~and also ~~were~~clarifies ~~used~~and inamends ~~prior~~existing ~~Statements~~guidance to ~~provide~~improve ~~guidance~~consistent inapplication. ~~certain~~The ~~topical~~amendments ~~areas.~~in ASU ~~2024~~ 2023-0209 isare effective for public business entities for fiscal years beginning after December 15, 2024, including interim periods therein. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued. The Company is currently evaluating the adoption of this guidance whether or not a material impact on the Company’s condensed consolidated financial statements.

~~The~~In March 2024, ~~Company~~the ~~does~~FASB ~~not~~issued ~~believe~~ASU 2024-01, ~~other~~“Compensation — Stock ~~recently~~Compensation ~~issued~~(Topic 718) — Scope ~~but~~Application ~~not~~of ~~yet~~Profits ~~effective~~Interest ~~accounting~~and ~~standards~~Similar Awards” (“ASU 2024-01”), ifwhich ~~currently~~intends ~~adopted,~~to improve clarity and operability without changing the existing guidance. ASU 2024-01 provides an illustrative example intended to demonstrate how entities that account for profits interest and similar awards would ~~have~~determine whether a ~~material~~profits ~~effect~~interest onaward ~~the~~should ~~Company’s~~be ~~condensed~~accounted ~~consolidated~~for in accordance with Topic 718. ~~balance~~Entities ~~sheets,~~can apply the guidance either retrospectively to all prior periods presented in the financial statements or prospectively to profits interest and similar awards granted or modified on or after the date of ~~operations~~adoption. ASU 2024-01 is effective for annual periods beginning after December 15, 2024, and ~~comprehensive~~interim ~~(loss)/income~~periods within those annual periods. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is currently evaluating the adoption of ~~cash~~this ~~flows~~guidance whether or not a material impact on the Company’s condensed consolidated financial statements.

8In March 2024, the FASB issued ASU 2024-02, “Codification Improvements — Amendments to Remove References to the Concept Statements” (“ASU 2024-02”). ASU 2024-02 contains amendments to the FASB Accounting Standards Codification that remove references to various FASB Concepts Statements. In most instances, the references are extraneous and not required to understand or apply the guidance. In other instances, the references were used in prior Statements to provide guidance in certain topical areas. ASU 2024-02 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the adoption of this guidance whether or not a material impact on the Company’s condensed consolidated financial statements.

~~ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.~~9

~~Not~~In November ~~applicable~~2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued ASU No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Both early adoption and retrospective application are permitted. The Group is currently evaluating the adoption of this guidance whether or not a material impact on the Group’s unaudited condensed consolidated financial statements.

~~ITEM~~In July 42025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets. ~~CONTROLS~~ASU ~~AND~~2025-05 ~~PROCEDURES~~amends ASC 326, Financial Instruments—Credit Losses, and introduces a practical expedient available for all entities and an accounting policy election available for all entities, other than public business entities, that elect the practical expedient. These changes apply to the estimation of expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from contracts with customers. Under the practical expedient, entities may assume that current conditions as of the balance sheet date remain unchanged for the remaining life of the asset when developing reasonable and supportable forecasts. This simplifies the estimation process for short-term financial assets. ASU 2025-05 is effective for the Group’s annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. ASU 2025-05 should be applied on a prospective basis. The Group is currently evaluating the adoption of this guidance whether or not a material impact on the Group’s unaudited condensed consolidated financial statements.

~~Evaluation~~The Group does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Group’s condensed consolidated balance sheets, statements of ~~Disclosure~~operations ~~Controls~~and comprehensive (loss)/income and ~~Procedures~~statements of cash flows.

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.10

~~Pursuant to Rule 13a-15(b) under the Exchange~~ITEM Act, the Company carried out an evaluation with the participation of the Company’s management, including the Company’s chief executive officer (“CEO”) and the Company’s chief financial officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of June 30, 20253. ~~Based upon~~QUANTITATIVE ~~that~~AND ~~evaluation,~~QUALITATIVE ~~the~~DISCLOSURES ~~Company’s~~ABOUT ~~CEO~~MARKET ~~and CFO concluded that the Company’s disclosure controls and procedures were effective at a reasonable assurance level as of June 30, 2025~~RISK.

~~Due to the recent effectiveness of our Form 10~~Not filed on February 27, 2025, we have not yet been required to file an annual report and, accordingly, are not required to provide a report on management’s assessment of internal control over financial reportingapplicable.

~~Changes~~ITEM 4. inCONTROLS ~~Internal~~AND ~~Control Over Financial Reporting~~PROCEDURES.

~~There were no changes in our internal controls~~Evaluation ~~over~~of ~~financial~~Disclosure ~~reporting~~Controls ~~during~~and ~~the quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.~~Procedures

9Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

~~PART~~Pursuant to IIRule 13a-15(b) under the Exchange Act, the Company carried out an evaluation with the participation of the Company’s management, including the Company’s chief executive officer (“CEO”) and the Company’s chief financial officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of September 30, 2025. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures were effective at a reasonable assurance level as of September 30, 2025.

~~OTHER~~Due to ~~INFORMATION~~the recent effectiveness of our Form 10 filed on February 27, 2025, we have not yet been required to file an annual report and, accordingly, are not required to provide a report on management’s assessment of internal control over financial reporting.

~~ITEM~~Changes in 1.Internal ~~LEGAL~~Control ~~PROCEEDINGS.~~Over Financial Reporting

~~From~~There were ~~time~~no tochanges ~~time, we become involved~~ in ~~various lawsuits~~our ~~and~~internal ~~legal~~controls ~~proceedings~~over ~~which~~financial ~~arise~~reporting induring the ~~ordinary~~quarter ~~course~~ended ofSeptember ~~business. However~~30, ~~litigation~~2025 isthat ~~subject~~have tomaterially ~~inherent uncertainties~~affected, ~~and an adverse result in these~~ or ~~other~~are ~~matters~~reasonably ~~may~~likely ~~arise from time~~ to ~~time~~materially ~~that~~affect, ~~may harm~~ our ~~business.~~internal Wecontrol ~~are~~over ~~not currently aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business,~~ financial ~~condition or operating results~~reporting.

~~ITEM 1A. RISK FACTORS.~~11

~~Not applicable.~~PART II

~~ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.~~OTHER INFORMATION

~~Unregistered~~ITEM 1. ~~Sales~~LEGAL ~~of Equity Securities~~PROCEEDINGS.

~~There~~From time ~~were~~to notime, ~~unregistered~~we ~~sales~~become involved in various lawsuits and legal proceedings which arise in the ordinary course of ~~equity~~business. ~~securities~~However, litigation ~~during~~is ~~the~~subject ~~period~~to ~~covered~~inherent byuncertainties, ~~this~~and ~~report~~an adverse result in these or other matters may arise from time to time that may harm our business. We are not currently aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

~~Purchases~~ITEM 1A. ofRISK ~~Equity Securities~~FACTORS.

~~No repurchases of our common stock were made during~~Not ~~the three months ended June 30, 2025~~applicable.

ITEM 3 2. ~~DEFAULTS~~UNREGISTERED ~~UPON~~SALES ~~SENIOR~~OF EQUITY SECURITIES AND USE OF PROCEEDS.

~~None.~~Unregistered Sales of Equity Securities

~~ITEM~~On September 412, 2025, the Company issued 3,300,000 shares of common stock to three investors for cash at a purchase price of $0.001 ~~MINE~~per share, ~~SAFETY~~in ~~DISCLOSURES~~reliance on Regulation S.

~~Not~~Purchases of ~~applicable.~~Equity Securities

~~ITEM~~No repurchases 5.of ~~OTHER~~our ~~INFORMATION~~common stock were made during the three months ended September 30, 2025.

~~Securities~~ITEM 3. ~~Trading~~DEFAULTS ~~Plans~~UPON ofSENIOR ~~Directors and Executive Officers~~SECURITIES.

None of our directors or “officers,” as defined in Rule 16a-1(f) under the Exchange Act, adopted or terminated a Rule 10b5-1 trading plan or arrangement or a non-Rule 10b5-1 trading plan or arrangement, as defined in Item 408 of Regulation S-K, during the fiscal quarter ended June 30, 2025.

ITEM 6 4. ~~EXHIBITS~~MINE SAFETY DISCLOSURES.

~~The following exhibits are filed as part of this~~Not ~~report or incorporated by reference:~~applicable.

Exhibit No.		Description
31.1*		Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certifications of Principal Financial and Accounting Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certifications of Principal Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certifications of Principal Financial and Accounting Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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)

ITEM 5. OTHER INFORMATION.

*Securities Trading ~~Filed~~Plans ~~herewith~~of Directors and Executive Officers

**None of ~~Furnished~~our ~~herewith~~directors or “officers,” as defined in Rule 16a-1(f) under the Exchange Act, adopted or terminated a Rule 10b5-1 trading plan or arrangement or a non-Rule 10b5-1 trading plan or arrangement, as defined in Item 408 of Regulation S-K, during the fiscal quarter ended September 30, 2025.

10ITEM 6. EXHIBITS.

~~SIGNATURES~~The following exhibits are filed as part of this report or incorporated by reference:

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

Exhibit No.		Description
31.1*		Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certifications of Principal Financial and Accounting Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certifications of Principal Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certifications of Principal Financial and Accounting Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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)

Date: August 11, 2025	Holistic Asset Finance Group Co., Ltd.
	/s/ Yang Hsiao-Wen
	Name:	Yang Hsiao-Wen
	Title:	Chief Executive Officer
		(Principal Executive Officer)
	/s/ Li Chunguang
	Name:	Li Chunguang
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

*	Filed herewith

11** Furnished herewith

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SIGNATURES

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

Date: November 10, 2025	Holistic Asset Finance Group Co., Ltd.

	/s/ Yang Hsiao-Wen
	Name:	Yang Hsiao-Wen
	Title:	Chief Executive Officer
		(Principal Executive Officer)

	/s/ Li Chunguang
	Name:	Li Chunguang
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

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