UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended September 30, ~~2023~~2024

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

For the transition period from_________to_________

Commission File No. ~~333~~000-~~271858~~56681

DFP HOLDINGS LIMITED

(Exact name of registrant as specified in its charter)

Nevada None (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

Nevada

32-0672927

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

~~2F-~~1/F, No. ~~178-5~~22, ~~Section~~Lane 250, ~~Chang’an~~Section ~~East~~3, Nangang Road

~~Zhongshan~~Nangang District, Taipei City 115607

Taiwan

(Address of principal executive offices, zip code)

Tel: (886) 2 8772 2001

(Registrant’s telephone number, including area code)

Securities registered pursuant to section 12(g) of the Act:

Common Stock, $0.0001 par value per share

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Yes ☐ No ☒

Indicate by check mark whether the issuer (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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

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

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12,13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒. No ☐

APPLICABLE ONLY TO CORPORATE ISSUERS

There is no public trading market for the shares of Common Stock of DFP Holdings Limited. As a result, the aggregate market value of the common units held by non-affiliates of DFP Holdings Limited cannot be determined.

As of December 2823, ~~2023~~2024, there were ~~215~~216,~~212~~779,~~900~~700 shares of Common Stock, $0.0001 par value per share, outstanding.

DFP HOLDINGS LIMITED

FORM 10-K

FOR THE FISCAL YEAR ENDED SEPTEMBER 30, ~~2023~~2024

INDEX

		Page #
PART I
Item 1.	Business	2
Item 1A.	Risk Factors	4
Item 1B.	Unresolved Staff Comments	4
Item 1C.	Cybersecurity	4
Item 2.	Properties	4
Item 3.	Legal Proceedings	4
Item 4.	Mine Safety Disclosure	4
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	5
Item 6.	~~Selected Financial Data~~[Reserved]	7
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	7
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	8
Item 8.	Financial Statements and Supplementary Data	8
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	9
Item 9A.	Controls and Procedures	9
Item 9B.	Other Information	9
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	9
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	10
Item 11.	Executive Compensation	12
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	13
Item 13.	Certain Relationships and Related Transactions, and Director Independence	14
Item 14.	Principal Accounting Fees and Services	14
PART IV
Item 15.	Exhibits, Financial Statement Schedules	15
Item 16.	Form 10–K Summary	15
SIGNATURES		16

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K of DFP Holdings Limited, a Nevada corporation (the “Company”), contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results.

Our management has included projections and estimates in this Form 10-K, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions, and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward - looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

PART I

ITEM 1. BUSINESS

CORPORATE HISTORY

DFP Holdings Limited, a Nevada corporation (the “Company”), was incorporated in the State of Nevada on December 8, 2021.

On December 8, 2021, Mr. Hsu Shou Hung (“Mr. Hsu”), a founder of the Company, was appointed as Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and sole director of the Company. Currently, Mr. Hsu is our sole officer and director.

On March 8, 2022, the Company’s wholly owned subsidiary, DFP Holdings Limited, was formed in Seychelles (the “Seychelles Company”). The Seychelles Company is structured as an intermediate holding company for tax purposes, and operates business through its wholly owned subsidiary, DFP Holdings Limited, a company incorporated in Taiwan (the “Taiwan Company”).

On May 24, 2022, the Company acquired 100% of Tide Holdings Limited, a company incorporated in Seychelles (“TIDE”) from Mr. Hsu for $1.

As of September 30, ~~2023~~2024, Mr. Hsu collectively owns 96,260,000 shares of restricted Common Stock and is a 4544.014% shareholder of the Company.

DESCRIPTION OF BUSINESS

We are an emerging educational service company with principal business operations in Taiwan. We offer both online and offline educational services from a wide array of programs and courses centered on business development and management training and self-media production to our learners. Relevant information is available on our website at https://dfpschool.qdm.tw/

We offer various membership tiers to suit our members’ diverse needs and provide a platform for our members to exchange their business information, to host or attend meetings or events and hence to facilitate business opportunities.

REVENUE MODEL

We provide both traditional face to face and online learning types and currently we provide two principal streams of studies including self-media production and business development to the learners in Taiwan, respectively.

The following table provides information about disaggregated revenue based on revenue by service lines:

		Year ended September 30, 2023							From December 8, 2021 (Inception) to September 30, 2022
		Year ended September 30, 2024							Year ended September 30, 2023
Type of learning	Studies or membership	Number of ~~person-times~~Participants		Revenue					Number of ~~person-times~~Participants		Revenue
				$		%					$		%	%
Offline face to face:
	Self-media production (1)		~~595~~835	$	~~239~~615,~~795~~387		1941.7249			48595	$	18239,~~990~~795		1719.0872
	Business development (2)		~~231~~504		~~630~~632,~~234~~069		5142.8261			10231		14630,~~542~~234		1351.0882
	BAS commercial membership (3)(iii)		3278		2347,~~028~~288		13.8919			632		323,~~905~~028		31.5189
Online:
	Self-media production (1)		~~552~~223		~~318~~183,~~840~~392		2612.2237			~~105~~552		73318,~~681~~840		~~66.~~26.22
	Subscribed membership (3)(ii)		~~204~~306		45,~~233~~091		0.3534			8204		834,233		0.0735
	Total		1,~~614~~946	$	1,~~216~~483,~~130~~227		100.00	%		~~177~~1,614	$	~~111~~1,~~201~~216,130		100.00	%

1.	Self-media production study

Our self-media production study aims to teach those entrepreneurs who are interested in promoting their businesses or products through either traditional media or social media. This study covers separate courses with different topics including drafting and editing the promotion contents, presentation skills, filming, recording or live recording, and video submission. We also teach individuals or corporations how to operate social media platforms to gain traffic, to increase followers, and hence increase the sales of their products or services.

For the year ended September 30, ~~2023~~2024, the offline face to face self-media production study attracted ~~595~~835 person-times participating and generated revenue of $~~239~~615,~~795~~387, approximately 2042% of the total revenue.

For the year ended September 30, ~~2023~~2024, the online self-media production study attracted ~~552~~223 person-times participating and generated revenue of $~~318~~183,~~840,~~392 approximately 2612% of the total revenue. ~~The lease is a short-term lease as defined in ASC 842 with a term of one year or less.~~

2.	Business development study

In relation of the business development study for entrepreneurs, we offer different topics and various duration face to face programs or courses. The subjects or theme of classes include but are not limited to business operations, sales and marketing, leadership and management skills, brand building and analysis, public speaking, capital raising, and business and strategic planning.

For the year ended September 30, ~~2023~~2024, the offline face to face business development study attracted ~~231~~504 person-times participating and generated revenue of $~~630~~632,~~234~~069, approximately 5243% of the total revenue.

3.	Membership

Potential members may select from the following membership plans which provide a series of services:

i. Free members: Members at the free level can enjoy free and unlimited views of around 200 videos pertaining to branding analysis. ii. Subscribed members: Members who subscribe to this level can have access to unlimited viewing of around 500 advanced branding analysis videos and several related short videos. This also includes the services available to a free member. Members at this tier are estimated to pay an annual fee of approximately $50. iii. BAS commercial members: Membership at this level is tailor made for entrepreneurs. In addition to the perks of a free and subscribed member, BAS commercial members are also provided with client weekly commercial meetings (including online and offline) to increase their entrepreneurial opportunities with other professional parties. We also provide business model analysis and sales strategies for their own business development. Finally, we organize training programs for our clients at the BAS commercial member level to improve their business operations and skills. Members at this tier are estimated to pay a registration fee of approximately $167 and an annual fee of approximately $667.

~~ii.~~For the ~~Subscribed~~year ~~members:~~ended ~~Members~~September ~~who~~30, ~~subscribe~~2024, to306 ~~this~~person-times ~~level~~subscribed ~~can have access~~ to ~~unlimited~~be ~~viewing~~the ofsubscribed ~~around~~members ~~500 advanced branding analysis videos~~ and ~~several~~generated ~~related~~membership ~~short~~fees ~~videos.~~of ~~This~~$5,091 ~~also includes~~ to the ~~services available to a free member~~Company. ~~Members at this tier are estimated to pay an annual fee of approximately $50.~~

~~iii. BAS commercial members: Membership at this level is tailor made for entrepreneurs. In addition to~~ For the ~~perks~~year ofended aSeptember ~~free and subscribed member~~30, BAS commercial members are also provided with client weekly commercial meetings (including online and offline) to increase their entrepreneurial opportunities with other professional parties. We also provide business model analysis and sales strategies for their own business development. Finally2024, we78 ~~organize~~person-times ~~training~~joined ~~programs for our clients at~~ the BAS commercial ~~member~~membership ~~level to improve their business operations~~ and ~~skills.~~generated ~~Members~~membership atfees ~~this~~of ~~tier~~$47,288 ~~are estimated~~ to ~~pay~~the Company, ~~a registration fee of~~ approximately ~~$167~~3% ~~and an annual fee~~ of ~~approximately~~the ~~$667~~total revenue.

For the year ended September 30, 2023, 204 person-times subscribed to be the subscribed members and generated membership fees of $4,233 to the Company.

For the year ended September 30, 2023, 32 person-times joined the BAS commercial membership and generated membership fees of $23,028 to the Company, approximately 2% of the total revenue.

ITEM 1A. RISK FACTORS

Not required by smaller reporting companies. We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None

ITEM 1C. CYBERSECURITY

Our organization prioritizes cybersecurity risk management, with leadership actively assessing and overseeing these risks. Our internal protocols require that significant cybersecurity risks be escalated to executive leadership, as well as to relevant management responsible for preventing, detecting, mitigating, and addressing cybersecurity incidents. These protocols ensure consistent and effective incident response, setting standards for internal notification and escalation. Additionally, they outline guidelines for external notifications, including disclosures to state or federal agencies or affected customers in the event of a cybersecurity incident. This structured framework supports our commitment to strong cybersecurity governance and risk management practices.

As of September 30, 2024, the Company has not identified any cybersecurity threats, including previous incidents, that have materially impacted our business strategy, results of operations, or financial condition. This assertion signifies our diligent efforts in managing and mitigating cybersecurity risks, contributing to the stability and continuity of our operations.

ITEM 2. PROPERTIES

We currently lease antwo office ~~space~~spaces ~~under~~from aan ~~short~~external ~~term~~party. ~~lease~~The ~~from~~first anoffice ~~external~~is ~~party~~located at ~~2F-1~~1F, No. ~~178-5~~24, Lane 50, Section 23, ~~Chang’an~~Nangang ~~East~~ Road, Nangang ~~Zhongshan~~ District, Taipei City, Taiwan, with an area of ~~approximately~~353 square feet. The second office, situated nearby, is at 1F, No. 22, Lane 50, Section 3,~~000~~ Nangang Road, Nangang District, Taipei City, and has a total area of 327 square feet.

ITEM 3. LEGAL PROCEEDINGS

The Company is not a party to any threatened or pending legal proceedings.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

We have authorized capital stock consisting of 600,000,000 shares of Common Stock, $0.0001 par value per share (“Common Stock”) and 200,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred Stock”). As of September 30, ~~2023~~2024, ~~213~~216,~~855~~779,~~500~~700 shares of our Common Stock were issued.

On September 8, 2023, we received a notice of effectiveness from SEC. Since the effectiveness, we have ~~not~~ received a ticker symbol ~~and~~“DFPH” and our shares of Common Stock have not been quoted on ~~any~~OTC ~~exchange~~Markets.

ISSUANCE OF SHARES AND HOLDERS

~~During~~As ~~the~~of ~~year ended~~ September 30, ~~2023~~2024, ~~the~~we ~~Company~~had ~~did~~216,779,700 ~~not~~shares ~~issue~~of ~~any~~our ~~shares~~Common Stock, par value $0.0001 issued and outstanding. There were 220 beneficial owners of our Common Stock.

AsOur ofChief ~~September~~Executive 30Officer, ~~2023~~Chief Financial Officer and sole director, weMr. ~~had~~Hsu ~~213~~Shou Hung (“Mr. Hsu”),~~855~~ collectively with his exclusively owned company,~~500~~ ~~shares~~Terra ofWave ~~our~~Holdings ~~Common~~Limited ~~Stock~~(“TERRA”), ~~par~~holds ~~value~~96,260,000 $0shares or 44.~~0001~~4% ~~issued~~of ~~and~~the outstanding. ~~There~~shares of ~~were~~our ~~150~~Common ~~beneficial owners~~Stock, comprised of ~~our~~his individual ownership of Common Stock of 86,260,000 shares, as well as 10,000,000 shares held by TERRA.

~~Our~~Between November ~~Chief Executive Officer~~1, ~~Chief Financial Officer and sole director~~2023, ~~Mr.~~to ~~Hsu~~March ~~Shou Hung (“Mr. Hsu”)~~5, ~~collectively with his exclusively owned company~~2024, ~~Terra~~the ~~Wave~~Company ~~Holdings Limited~~sold ~~(“TERRA”)~~2, ~~holds 96~~924,~~260,000~~200 shares ~~or 45.01%~~ of ~~the~~unrestricted ~~outstanding shares of our~~ Common Stock, ~~comprised~~to ofseventy-seven ~~his~~(77) ~~individual~~individuals ~~ownership~~in ofa ~~Common~~private ~~Stock~~placement ofat ~~86,260,000~~a ~~shares,~~price asof ~~well~~$0.50 asper 10share,~~000,000~~ ~~shares~~for ~~held~~total byproceeds ~~TERRA~~of $1,462,100.

~~Between~~As ~~November~~of 1,the ~~2023,~~date ~~and~~of ~~December~~this 13filing, ~~2023,~~we ~~the~~have ~~Company sold 1~~216,~~357~~779,~~400~~700 shares of ~~restricted~~ Common Stock toissued ~~thirty-one~~and ~~(31) individuals~~outstanding inand ano ~~private~~shares ~~placement at a price~~ of ~~$0.50~~Preferred ~~per~~Stock ~~share,~~are ~~for~~issued and ~~total proceeds of $678,700~~outstanding.

After the issuance of 1,357,400 shares of Common Stock from November 1, 2023, to December 13, 2023, Mr. Hsu’s beneficial shareholding ownership changed from 45.01% to 44.73% accordingly.

As of the date of this filing, we have 215,212,900 shares of Common Stock issued and outstanding and no shares of Preferred Stock are issued and outstanding.

TRANSFER AGENT AND REGISTRAR

As of the date of this filing, we dohave ~~not~~engaged ~~have~~Vstock aTransfer, LLC as our Company transfer agent.

PENNY STOCK REGULATIONS

The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share. Our Common Stock, when and if a trading market develops, may fall within the definition of penny stock and be subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets more than $1,000,000, or annual incomes exceeding $200,000 individually, or $300,000, together with their spouse).

For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s prior written consent to the transaction. Additionally, for any transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the Securities and Exchange Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the “penny stock” rules may restrict the ability of broker-dealers to sell our Common Stock and may affect the ability of investors to sell their Common Stock in the secondary market.

In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our Common Stock, which may limit the investors’ ability to buy and sell our stock.

DIVIDEND POLICY

Any future determination as to the declaration and payment of dividends on shares of our Common Stock will be made at the discretion of our Board of Directors out of funds legally available for such purpose. We are under no contractual obligations or restrictions to declare or pay dividends on our shares of Common Stock. In addition, we currently have no plans to pay such dividends. Our Board of Directors currently intends to retain all earnings for use in the business for the foreseeable future.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

We have not established any compensation plans under which equity securities are authorized for issuance.

RECENT SALES OF UNREGISTERED SECURITIES

Between November 1, 2023, ~~and~~to ~~December~~March 135, ~~2023~~2024, the Company sold 12,~~357~~924,~~400~~200 shares of ~~restricted~~unrestricted Common Stock to ~~thirty~~seventy-~~one~~seven (3177) individuals in a private placement at a price of $0.50 per share, for total proceeds of $~~678~~1,~~700~~462,100.

Set forth below is a listing of the ~~November and December 2023~~ sale of shares of ~~restricted~~unrestricted Common Stock between November 1, 2023 to March 5, 2024:

Name	Number of Shares
Lin Yueh Feng		60,000
Hsu Tsui Lien		60,000
Chou Yu Ju		4060,000
Chen Pei Ru		60,000
Lu Po Wei		40,000
Lim Yee Ching		6,000
Liu Chia Ling		60,000
Lee Shih Pin		60,000
Chen Yu Ching		40,000
Chang Che Chih		40,000
Lai Tung Ning		60,000
Chen Jie Yu		60,000
Lee Huai Ku		40,000
Chang Po Hsuan		20,000
Yang Ke Yu		80,000
Lin Yi Ying		6090,000
Chen Yung Sheng		40,000
Liu Jui Hsin		40,000
Chan Chih Chieh		80,000
Digital Content Culture Sdn. Bhd.		22,000
Yang Hsin Hua		20,000
Yang Hui Chun		30,000
Lin Fang Yu		80,000
Chen Yu Huei		40,000
Hsieh Meng Hua		30,000
Pressto Asia Sdn. Bhd.		4,400
Lai Nyok Pek		4,400
Huang Wei Chin		60,000
Chen Hsi Chen		60,000
Tsan Jui Chin		30,000
Liu Chun O		15,000
Chen Chun Chieh		20,000
Total		1,357,400
Chen Hsiao Wei		60,000
Hung Yuan Hung		60,000
Chang Kai Chia		70,000
Wu Yu Ti		30,000
Yang Hui Chao		30,000
Liao Yu Chen		30,000
Lu Shu Ju		60,000
Lin Xuan Zhen		30,000
Hu Shu Ning		30,000
Lai Wen Hui		30,000
Chiu Shih Jung		30,000
Fang Yun Hsuan		60,000
Hsiang Ming Hung		22,000
Liao Bo Cheng		30,000
How Sok Sin		4,400
Lin Geng Ru		16,000
Yi Jen Yu		80,000
Chang Chun Kai		40,000
Chiu Huai Yi		30,000
Chang Shu Ting		30,000
Gao Wei Qing		30,000
Chang Te Yi		30,000
Kao Hao Shen		60,000
Shao Hui Ling		60,000
Hsu Shu Yuak		30,000
Cheng Cheng Han		12,000
Chien Fu Ching		30,000
Lin Hui Ru		60,000
Chen Pin Chen		30,000
Ho Yu Ling		30,000
Hsu Kai Chia		30,000
Hsu Chen Yu		30,000
Huang Pi Wen		20,000
Zhang Han Sheng		30,000
Hsu Yan Ling		30,000
Liao Ling Hsin		40,000
Liao Kuo Yu		40,000
Ho Hung Ying		40,000
Yeh Yin Hsuan		30,000
Tan Wy Yee		22,000
Ng Sae Lim		22,000
Cindy Chan Yin Wan		22,000
Lau Yoke Chan		4,000
Lee Phay Ying		4,000
Jazamine Foo Lee Wei		4,000
Lai Chin Hong		4,400
Total		2,924,200

PURCHASES OF EQUITY SECURITIES BY THE REGISTRANT AND AFFILIATED PURCHASERS

We have not repurchased any shares of our Common Stock during the fiscal year ended September 30, ~~2023~~2024.

ITEM 6. ~~SELECTED FINANCIAL DATA~~[RESERVED]

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

DFP Holdings Limited (the “Company” or “we”) was incorporated in the State of Nevada on December 8, 2021, and has a fiscal year end of September 30.

GOING CONCERN

For the year ended September 30, ~~2023~~2024, the Company incurred a net loss of $~~714~~334,~~332~~397 and used cash in operations of $~~215~~235,~~101~~188. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that its financial statements are issued. In addition, the Company’s independent registered public accounting firm, in their report on the Company’s September 30, ~~2023~~2024, audited financial statements, raised substantial doubt about the Company’s ability to continue as a going concern. The Company’s financial statements included elsewhere in this annual report do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

Management estimates that the current funds on hand will be sufficient to continue operations through the next six months. The Company’s ability to continue as a going concern is dependent upon its ability to continue to implement its business plan to increase its customer base and realize increased revenues. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting year. Actual results could differ from those estimates. Significant estimates include estimates for assumptions used in impairment testing of long-term assets and the accrual of potential liabilities.

REVENUE RECOGNITION

The Company recognizes revenue in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, following the five-step model prescribed by ASC 606, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.

The Company’s revenue consists of revenue from delivering online and in-person media and leadership training courses. Revenue is recognized in the period in which the services are delivered, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company recognizes revenue from subscription services ratably over the subscription period. The Company recognizes deferred revenue at each period end for contracts that have been paid but which the related service has not been performed or delivered. The Company offers no discounts, rebates, rights of return, or other allowances to clients which would result in the establishment of reserves against service revenue.

RECENT ACCOUNTING PRONOUNCEMENTS

See Note 1 to the Consolidated Financial Statements.

RESULTS OF OPERATIONS

2024:

For the year ended September 30, 2024, we generated revenue of $1,483,227.

For the year ended September 30, 2024, operating expenses were $1,796,758, including instructional costs and services of $538,674, general and administrative expenses of $1,196,102, and general and administrative expenses to related party of $61,982 respectively.

For the year ended September 30, 2024, the Company has incurred a net loss of $334,397.

2023:

For the year ended September 30, 2023, we generated revenue of $1,216,130.

For the year ended September 30, 2023, operating expenses were $1,910,632, including ~~cost~~instructional ofcosts ~~revenue~~and services of $~~188~~333,~~658~~409, general and administrative expenses of $~~909~~765,~~960~~209, general and administrative expenses to related party of $362,014 and impairment of ~~prepaid~~ prepaid application development fee to related party of $450,000, respectively.

~~2022:~~For the year ended September 30, 2023, the Company has incurred a net loss of $714,332.

For the period from December 8, 2021 (Inception) to September 30, 2022, we generated revenue of $111,201.

For the period from December 8, 2021 (Inception) to September 30, 2022, operating expenses were $844,242, including cost of revenue of $41,540, general and administrative expenses of $37,366, general and administrative expenses to related party of $315,336 and impairment of prepaid application development fee to related party of $450,000, respectively.

Liquidity and Capital Resources

The Company’s ability to continue as a going concern is dependent upon its ability to continue to implement its business plan to increase its customer base and realize increased revenues. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.

Cash Used in Operating Activities

Net cash used in operating activities was $235,188 for the year ended September 30, 2024. The cash used in operating activities was primarily consist of net loss, increase in other current assets deposit, increase in prepaid expenses-related party, increase in deposits, decrease in accounts payable and accrued liabilities, reduction in lease liability contra by depreciation and amortization and increase in deferred revenue.

Net cash used in operating activities was $215,101 for the year ended September 30, 2023. The cash used in operating activities was primarily consist of net loss, increase in other current assets deposit, increase in prepaid expenses-related party contra by depreciation and amortization, increase in impairment of prepaid application development fee-related party, increase in accounts receivable, increase in accounts payable and accrued liabilities and increase in deferred revenue.

Cash Used in Investing Activity

Net cash used in investing activity was $57,426 for the year ended September 30, 2024. The cash used in investing activity solely consist of purchase of property and equipment.

Net cash used in investing activity was $465,399 for the year ended September 30, 2023. The cash used in investing activities was consist of purchase of property and equipment and increase prepaid application development fee-related party.

Cash Provided by (Used in)Financing Activity

Net cash provided by financing activities was $1,460,509 for the year ended September 30, 2024. The cash provided by financing activities primarily consists of proceeds from the sale of common stock.

Net cash used in financing activities was $9,370 for the year ended September 30, 2023. The cash used in financing activity solely consist of repayment to officer.

OFF-BALANCE SHEET ARRANGEMENTS

As of September 30, ~~2023~~2024, we have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements required by this item are in PART IV of this Annual Report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our principal executive and financial officer, we are responsible for conducting an evaluation of the effectiveness of the design and operation of our internal controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal year covered by this report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission (“SEC”) reports is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive and financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective as of September 30, ~~2023~~2024 due to material weaknesses in our internal control over financial reporting as described below.

MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15. Internal control over financial reporting is defined in Rule 13a-15(f) and 15(d)-15(f) under the Exchange Act as a process designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair ~~presentation~~ presentation of published financial statements. Management conducted an assessment of the Company’s internal control over financial reporting as of September 30, ~~2023~~2024, based on the framework and criteria established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013) (COSO). Based on the assessment, management concluded that, as of September 30, ~~2023~~2024, the Company’s internal controls over financial reporting was not effective.

We identified material weaknesses in our internal controls over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis.

The material weaknesses identified include (i) the Company did not maintain a functioning independent audit committee and did not maintain an independent board; (ii) the Company had inadequate segregation of duties; and (iii) the Company had an insufficient number of personnel with an appropriate level of U.S. GAAP knowledge and experience and ongoing training in the application of U.S. GAAP and SEC disclosure requirements commensurate with the Company’s financial reporting requirements.

Notwithstanding the identified material weaknesses, management has concluded that the Financial Statements included in this Annual Report on Form 10-K present fairly, in all material respects, the Company’s financial position, results of operations and cash flows for the periods disclosed in conformity with U.S. GAAP.

Planned remediation of material weaknesses

Management is actively engaged in developing and implementing remediation plans to address the material weaknesses described above. These remediation efforts are ongoing and include or are expected to include preparation of written documentation of our internal control policies and procedures, and to increase personnel and technical accounting expertise within the accounting function.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There was no change in our internal controls over financial reporting that occurred during the period covered by this Report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

This annual report does not include an attestation report of the Company’s registered independent public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered independent public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report on Form 10-K.

ITEM 9B. OTHER INFORMATION

~~None.~~Insider Trading Arrangements

During the year ended September 30, 2024, none of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement”.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not Applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Biographical information regarding the sole officer and director of the Company is provided below:

NAME		AGE		POSITION
Hsu Shou Hung		5556		President, Chief Executive Officer, Chief Financial Officer, Chairman of Board of Directors

The sole officer and director named above will serve until the next annual meeting of the stockholders or until his respective resignation or removal from office. Thereafter, directors are anticipated to be elected for one-year terms at the annual stockholders’ meeting. Officers will hold their positions at the pleasure of the Board of Directors, absent any employment agreement, of which none currently exists or is contemplated.

Set forth below is a brief description of the background and business experience of our sole officer and director.

Mr. Hsu has been our Chief Executive Officer, Chief Financial Officer and Director since the Company’s incorporation. Mr. Hsu has over 20 years of management experience. From 1999 to 2009, he was the general manager of Lead International Financial Advisory Co., Ltd., a company focusing on international financial products sales. From 2003 to 2005, he was a Distinguished Lecturer at Fuxin Enterprise Management Consulting CO., Ltd. From 2005 to 2007, he was a Distinguished Lecturer at Guangzhou Benchmark Enterprise Management Co., Ltd. From 2008 to 2009 he was a Distinguished Lecturer at Beijing Wenhe Fanglue Information Co., Ltd. From 2012 to 2016, Mr. Hsu was the General Management at Oriental Ivy International Co., Ltd., a company that offers retail and wholesale cosmetics. From 2012 to 2017, Mr. Hsu was a General Manager at Suzhou Shuiyue Ivy Trading Co., Ltd., a cosmetic retailer. From 2017 to present, Mr. Hsu has served as a general manager of Shanghai Haoguan Enterprise Management Consulting Co., Ltd., a corporation that provides business management consulting, corporate education, and training. Mr. Hsu holds a bachelor’s degree in Statistics at Tamkang University, Taiwan.

Mr. Hsu brings to the Board of Directors his business leadership and extensive experience in consultancy, education services and training.

TERM OF OFFICE

All directors hold office until the next annual meeting of the stockholders of the Company and until their successors have been duly elected and qualified. The Company’s Bylaws provide that the Board of Directors will consist of no less than three members. Officers are elected by and serve at the discretion of the Board of Directors.

DIRECTOR INDEPENDENCE

Our Board of Directors is currently composed of one member who does not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market (though the Company may have a plan to list on the NASDAQ Global Market later). The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our Board of Directors has not made a subjective determination as to our director that no relationships exist which, in the opinion of our Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our Board of Directors made these determinations, our Board of Directors would have reviewed and discussed information provided by our director and us regarding to our director’s business and personal activities and relationships as they may relate to us and our management.

CERTAIN LEGAL PROCEEDINGS

No director, nominee for director, or executive officer of the Company has appeared as a party in any legal proceeding material to an evaluation of his ability or integrity during the past five years.

SIGNIFICANT EMPLOYEES AND CONSULTANTS

Other than our sole officer and director, we currently have no other significant employees.

AUDIT COMMITTEE AND CONFLICTS OF INTEREST

Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. The Board of Directors has not established an audit committee and does not have an audit committee financial expert, nor has the Board of Directors established a nominating committee. The Board is of the opinion that such committees are not necessary since the Company is an early exploration stage company and has only two directors, and to date, such directors have been performing the functions of such committees. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions.

There are no family relationships among our directors or officers. Other than as described above, we are not aware of any other conflicts of interest with any of our executive officers or directors.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who own more than ten percent of a registered class of our equity securities, file reports of ownership and changes in ownership with the SEC. Executive officers, directors and greater-than-ten percent stockholders are required by SEC regulations to furnish us with all Section 16(a) forms they file. Specific due dates for these reports have been established and the Company is required to report in this report any failure to file by these dates.

All filing requirements were satisfied by the Company’s officers, directors, and ten-percent holders.

In making these statements, we have relied on the written representation of our officers and directors or copies of the reports that they have filed with the Commission.

CODE OF ETHICS

We have not adopted a formal Code of Ethics. The Board of Directors evaluated the business of the Company and the number of employees and determined that since the business is operated by a small number of persons, general rules of fiduciary duty and federal and state criminal, business conduct and securities laws are adequate ethical guidelines. In the event our operations, employees and/or Directors expand in the future, we may take actions to adopt a formal Code of Ethics.

SHAREHOLDER PROPOSALS

Our Company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors. The Board of Directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our Company does not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

A shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our President, at the address appearing on the first page of this Information Statement.

ITEM 11. EXECUTIVE COMPENSATION

The following tables set forth certain information about compensation paid, earned or accrued for services by our Chief Executive Officer and Chief Financial Officer infor the fiscal years ended September 30, ~~2023~~2024, and ~~2022~~2023:

SUMMARY COMPENSATION TABLE

Name and principal position	Year		Salary ($)		Bonus ($)		Stock Compensation ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Hsu Shou Hung (1) Chief Executive Officer, Chief Financial Officer		2024		45,506		-		-		-		-		-		-	$	45,506
Hsu Shou Hung (1) Chief Executive Officer, Chief Financial Officer		2023		18,321		22,500		-		-		-		-		-	$	40,821
Hsu Shou Hung (1) Chief Executive Officer, Chief Financial Officer		2022		1,299		-		-		-		-		-		-	$	1,299

(1)

On December 8, 2021, Mr. Hsu, a founder of the Company, was appointed as Chief Executive Officer, Chief Financial Officer, and sole director of the Company. The Company have not adopted or established a formal policy or procedure for determining the amount of compensation paid to our executive officers and only began to pay Mr. Hsu from September 1, 2022 onwards.

Mr. Hsu has an informal agreement with the Company whereas he was compensated approximately $4045,~~821~~506 (NT$1,~~270~~454,~~000~~135) and $140,~~299~~821 (NT$401,270,000) for his services provided to the Company for the year ended September 30, ~~2023~~2024 and ~~for~~2023 ~~the period from December 8, 2021 (Inception) to September 30, 2022,~~ respectively.

STOCK OPTION GRANTS

We have not granted any stock options to our executive officers since our incorporation.

EMPLOYMENT AGREEMENTS

Save except for an informal agreement with our sole officer and director, Mr. Hsu Shou Hung for the year ended September 30, ~~2023~~2024, we do not have an employment or consulting agreement with any officers or directors.

COMPENSATION DISCUSSION AND ANALYSIS

DIRECTOR COMPENSATION

Our Board of Directors does not currently receive any consideration for their services as members of the Board of Directors. The Board of Directors reserves the right in the future to award the members of the Board of Directors cash or stock-based consideration for their services to the Company, which awards, if granted shall be in the sole determination of the Board of Directors.

EXECUTIVE COMPENSATION PHILOSOPHY

Our Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves the right to pay our executive or any future executives a salary, and/or issue them shares of Common Stock in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance. This package may also include long-term stock-based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.

INCENTIVE BONUS

The Board of Directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executives.

LONG-TERM, STOCK BASED COMPENSATION

To attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award our executive and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of Directors, which we do not currently have any immediate plans to award.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information relating to beneficial ownership of Common Stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

The following table lists, as of September 30, ~~2023~~2024, the number of shares of Common Stock of the Company that are beneficially owned by (i) each person or entity known to the Company to be the beneficial owner of more than 5% of our outstanding Common Stock; (ii) each officer and director of the Company; and (iii) all officers and directors if any as a group.

The percentages below are calculated based on ~~213~~216,~~855~~779,~~500~~700 shares of our Common Stock issued and outstanding as of September 30, ~~2023~~2024. We do not have any outstanding warrant, options, or other securities exercisable for or convertible into shares of our Common Stock.

Name of Beneficial Owner	Number of Common Stock Owned		Percentage of Ownership
Sole Officer and Director
Hsu Shou Hung (1)		96,260,000		4544.014	%
5% Shareholders
CPN Investment Limited (2)		15,000,000		76.0192	%
Leader Capital Holdings Corp. (3)		15,000,000		76.0192	%

(1) The above row for Mr. Hsu Shou Hung is inclusive of his share ownership in the Company via Terra Wave Holdings Limited (“TERRA”). TERRA is owned exclusively by Mr. Hsu and is the beneficial owner of 10,000,000 shares of our Common Stock. In his personal name, Mr. Hsu Shou Hung beneficially owns and controls approximately 86,260,000 shares of our Common Stock.

(2) Mr. Lin Yi Hsiu (“Mr. Jeff Lin”) is the sole shareholder of CPN Investment Limited (“CPN”).

(3) Mr. Lin Yi Hsiu (“Mr. Jeff Lin”), Chief Executive Officer and a director of Leader Capital Holdings Corp. (“LCHC”), collectively with his beneficially owned or controlled companies, ultimately holds 58,537,778 shares of common stock of LCHC, or approximately 28.35% of LCHC’s total issued and outstanding shares of common stock.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

~~None~~On December 8, 2021, Mr. Hsu Shou Hung (“Mr. Hsu”), a founder of the Company, was appointed as Chief Executive and Financial Officer, President, Secretary, Treasurer, and sole director of the Company. Currently, Mr. Hsu is our sole officer and director. As of September 30, 2024, Mr. Hsu collectively owns 96,260,000 shares, or 44.4%, of the Company’s restricted Common Stock.

At September 30, 2024 and 2023, $2,666 and $4,257, respectively, are due to Mr. Hsu for advances to the Company for operations. The advances are due on demand, are unsecured, and are non-interest bearing.

Mr. Lin Yi Hsiu (“Jeff Lin”) is Chief Executive Officer and a director of Leader Capital Holdings Corp. (“LCHC”). LCHC owns 15,000,000 shares of the Company’s restricted Common Stock and is a 6.92% shareholder in the Company. In addition, CPN Investment Limited (“CPN”), a company wholly owned by Jeff Lin, owns 15,000,000 shares of the Company’s restricted Common Stock, and is also a 6.92% shareholder of the Company.

LCHC, through its wholly owned subsidiary, LOC Weibo Co., Limited (“LOC”) provides IT and maintenance services to the Company. Leader Financial Asset Management Limited (“LFAML”), another company wholly owned by Jeff Lin, provides consulting and company secretarial services to the Company.

For the year ended September 30, 2024, and 2023, the Company incurred the following fees to LCHC and affiliates:

Paid to:	Description	Year ended September 30, 2024		Year ended September 30, 2023
LCHC	IT services	$	30,500	$	30,000
LOC	IT services		31,482		32,014
LFAML	Secretarial fees		-		-
LFAML	Consulting fees		-		300,000
	Subtotal		61,982		362,014
LCHC	Prepaid application development fees		-		450,000
	Total	$	61,982	$	812,014

At September 30, 2024 and 2023, $30,397 and $25,357, respectively, were prepaid expenses to LCHC and affiliates for IT and maintenance expenses.

During fiscal 2022 and 2023, the Company prepaid a total of $900,000 to LCHC for the development of two mobile applications. $450,000 was paid in fiscal 2022, and $450,000 was paid in fiscal 2023. Management determined that it was more likely than not that the application developments would not be utilized as originally intended and performed an impairment analysis. As a result, an impairment loss of $450,000 was recorded in fiscal 2022, and another impairment loss of $450,000 was recorded in fiscal 2023, for the prepaid app development fees.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Below is the aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our last two fiscal years:

	Year ended September 30, 2023		For the period from December 8, 2021 (Inception) to September 30, 2022
	Year ended September 30, 2024		Year ended September 30, 2023
Audit fees	$	2728,500	$	1727,500
Audit related fees		-		-
Total	$	2728,500	$	1727,500

The category of “Audit fees” includes fees for our annual audit, quarterly ~~reviews~~review ~~and services rendered in connection with regulatory filings with the SEC, such as the issuance of comfort letters and consents~~fees.

The category of “Audit-related fees” includes employee benefit plan audits, internal control reviews and accounting consultation.

All the professional services rendered by principal accountants for the audit of our annual financial statements that are normally provided by the accountant in connection with statutory and regulatory filings or engagements by Weinberg & Company, P.A. (~~2023~~2024 and ~~2022~~2023) were approved by our Board of Directors.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits

The following exhibits are filed or “furnished” herewith:

Number		Description

3.1		Certificate of Incorporation (1)

3.2		By-laws (1)

31.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

32.1		Certification of Principal Executive Officer and Principal Financial Officer 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 (embedded within the Inline XBRL document)*

(1)	Previously filed and incorporated in the Company’s Registration Statement, Amendment No.3 to Form S-1 (File No. 333-271858) with the Securities and Exchange Commission on September 6, 2023.

* Filed herewith.

XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

ITEM 16. FORM 10–K SUMMARY

As permitted, the registrant has elected not to supply a summary of information required by Form 10-K.

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.

	DFP HOLDINGS LIMITED
	(Name of Registrant)
Date: December 28, 2023	By:	/s/ Hsu Shou Hung
Date: December 23, 2024	By:	/s/ Hsu Shou Hung
	Name:	Hsu Shou Hung
	Title:	Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page #
Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID: 572)	F-2
Consolidated Balance Sheets as of Sepetmber 30, 2023, and 2022	F-3
Consolidated Balance Sheets as of September 30, 2024, and 2023	F-3
Consolidated Statements of Operations and Comprehensive Loss for the year ended September 30, 2023 and for the period from December 8, 2021 (Inception) to September 30, 2022	F-4
Consolidated Statements of Operations and Comprehensive Loss for the years ended September 30, 2024 and 2023	F-4
Consolidated Statements of Stockholders’ Equity for the year ended September 30, 2023 and for the period from December 8, 2021 (Inception) to September 30, 2022	F-5
Consolidated Statements of Stockholders’ Equity for the years ended September 30, 2024 and 2023	F-5
Consolidated Statements of Cash Flows for the year ended September 30, 2023 and for the period from December 8, 2021 (Inception) to September 30, 2022	F-6
Consolidated Statements of Cash Flows for the years ended September 30, 2024 and 2023	F-6
Notes to Consolidated Financial Statements	F-7 – F-1314

F-1

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of DFP Holdings Limited

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of DFP Holdings Limited (the “Company”) as of September 30, ~~2023~~ 2024 and ~~2022~~2023, the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows ~~for~~ ~~the year ended September 30, 2023, and~~ for the ~~period~~years ~~from~~then ~~December 8~~ended, ~~2021 (Inception) to September 30, 2022,~~ and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, ~~2023~~2024 and ~~2022~~ 2023, and the results of its operations and its cash flows for the ~~year~~years then ended ~~September 30~~, ~~2023, and for the period from December 8, 2021 (Inception) to September 30, 2022,~~ in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in ~~Note~~ Note 1 to the financial statements, during the year ended September 30, ~~2023~~2024, the Company incurred a net loss and ~~had~~used ~~negative~~ cash ~~flows~~in ~~from~~ operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in relation to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these ~~financial~~ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the Company’s auditor since 2022.

/s/~~Weinberg~~ Weinberg & Company, P.A.

Los Angeles, California

December 28 23, ~~2023~~2024

F-2

DFP HOLDINGS LIMITED

CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, ~~2023,~~2024 AND ~~2022~~2023

(Expressed in U.S. Dollars)

	September 30, 2023			September 30, 2022
	As of September 30, 2024			As of September 30, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	~~763~~1,~~591~~888,361		$	1763,~~461,506~~591
Accounts receivable		-			18,554
Restricted cash		47,303			-
Other current assets-deposits		15,095			-
Other current assets		26,199			15,095
Prepaid expenses-related party		2530,~~357~~397			1025,~~221~~357
Total current assets		~~804~~1,~~043~~992,260			1804,~~490,281~~043
Non-current assets:
Property and equipment, net		1262,~~767~~051			-12,767
TOTAL ASSETS	$	816,810		$	1,490,281
Operating lease right-of-use asset		214,063			-
Lease deposits		13,875			-
Total non-current assets		289,989			12,767
TOTAL ASSETS	$	2,282,249		$	816,810
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	7376,~~325~~098		$	3473,~~522~~325
Deferred revenue		28146,~~698~~483			928,~~324~~698
Due to officer		42,~~257~~666			134,~~627~~257
Total liabilities		106,280			57,473
Operating lease liability – current portion		75,631			-
Total current liabilities		300,878			106,280
Non-current liabilities:
Operating lease liability – non-current portion		138,432			-
Total non-current liabilities		138,432			-
TOTAL LIABILITIES		439,310			106,280
COMMITMENTS AND CONTINGENCIES		-
Stockholders’ equity:
Preferred Stock, $0.0001 par value; 200,000,000 shares authorized; no shares issued and outstanding		-			-
Common Stock, $0.0001 par value; 600,000,000 shares authorized; 213,855,500 shares issued and outstanding		21,386			21,386
Common Stock, $0.0001 par value; 600,000,000 shares authorized; 216,779,700 and 213,855,500 shares issued and outstanding at September 30, 2024 and 2023, respectively		21,678			21,386
Additional paid in capital		23,~~148~~610,~~714~~522			2,148,714
Accumulated other comprehensive loss		(127,~~561~~855	)		(412,~~615~~561	)
Accumulated deficit		(1,~~447~~781,~~009~~406	)		(~~732~~1,~~677~~447,009	)
Total stockholders’ equity		~~710~~1,~~530~~842,939			1710,~~432,808~~530
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	~~816~~2,~~810~~282,249		$	1816,~~490,281~~810

See accompanying notes to the consolidated financial statements.

F-3

DFP HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE ~~YEAR~~YEARS ENDED SEPTEMBER 30, 2024 AND 2023,

AND FOR THE PERIOD FROM DECEMBER 8, 2021 (INCEPTION) TO SEPTEMBER 30, 2022

(Expressed in U.S. Dollars)

	Year ended September 30, 2023			For the period from December 8, 2021 (Inception) to September 30, 2022
	Year ended September 30, 2024			Year ended September 30, 2023
REVENUES:
REVENUES	$	1,483,227		$	1,216,130
Service revenue	$	1,216,130		$	111,201
OPERATING COSTS AND EXPENSES:
Cost of service revenue		188,658			41,540
Instructional costs and services		538,674			333,409
General and administrative expense		909,960			37,366
General and administrative expenses		1,196,102			765,209
General and administrative expense-related party		362,014			315,336
General and administrative expenses-related party		61,982			362,014
General and administrative expense		~~362~~61,~~014~~982			~~315~~362,~~336~~014
Impairment of prepaid application development fee-related party		~~450,000~~-			450,000
Total operating costs and expenses		1,~~910~~796,~~632~~758			~~844~~1,~~242~~910,632
LOSS FROM OPERATIONS		(~~694~~313,~~502~~531	)		(~~733~~694,~~041~~502	)
OTHER INCOME:
Interest income		818,~~160~~018			~~364~~8,160
LOSS BEFORE INCOME TAXES		(~~686~~295,~~342~~513	)		(~~732~~686,~~677~~342	)
Income taxes		(27,990	)		-
Income tax expense		(38,884	)		(27,990	)
NET LOSS		(~~714~~334,~~332~~397	)		(~~732~~714,~~677~~332	)
Other comprehensive loss
- Foreign currency translation loss		(7,946	)		(4,615	)
- Foreign currency translation gain (loss)		4,706			(7,946	)
COMPREHENSIVE LOSS	$	(~~722~~329,~~278~~691	)	$	(~~737~~722,~~292~~278	)
NET LOSS PER SHARE	$	(0.00	)	$	(0.00	)
NET LOSS PER SHARE, basic and diluted	$	(0.00	)	$	(0.00	)
WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING		213,855,500			155,424,448
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING-basic and diluted		214,920,222			213,855,500

See accompanying notes to the consolidated financial statements.

F-4

DFP HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE ~~YEAR~~YEARS ENDED SEPTEMBER 30, 2024 AND 2023,

AND FOR THE PERIOD FROM DECEMBER 8, 2021 (INCEPTION) TO SEPTEMBER 30, 2022

(Expressed in U.S. Dollars)

	Number of Shares		Amount		Paid-in Capital		Comprehensive Loss			Accumulated Deficit			Stockholders’ Equity
	Common Stock				Additional		Accumulated Other						Total
	Number of Shares		Amount		Paid-in Capital		Comprehensive Loss			Accumulated Deficit			Stockholders’ Equity
Balance, December 8, 2021 (Inception)		-	$	-	$	-	$	-		$	-		$	-
Balance as of September 30, 2022		213,855,500	$	21,386	$	2,148,714	$	(4,615	)	$	(732,677	)	$	1,432,808
Shares issued for founders		200,000,000		20,000		-		-			-			20,000
Shares issued for cash in private placements		13,855,500		1,386		2,148,714		-			-			2,150,100
Foreign currency translation		-		-		-		(4,615	)		-			(4,615	)
Net loss		-		-		-		-			(732,677	)		(732,677	)
Balance as of September 30, 2022		213,855,500		21,386		2,148,714		(4,615	)		(732,677	)		1,432,808
Balance		213,855,500	$	21,386	$	2,148,714	$	(4,615	)	$	(732,677	)	$	1,432,808
Foreign currency translation		-		-		-		(7,946	)		-			(7,946	)
Net loss		-		-		-		-			(714,332	)		(714,332	)
Balance as of September 30, 2023		213,855,500	$	21,386	$	2,148,714	$	(12,561	)	$	(1,447,009	)	$	710,530
Balance		213,855,500	$	21,386	$	2,148,714	$	(12,561	)	$	(1,447,009	)	$	710,530
Common stock issued for cash		2,924,200		292		1,461,808		-			-			1,462,100
Foreign currency translation		-		-		-		4,706			-			4,706
Net loss		-		-		-		-			(334,397	)		(334,397	)
Balance as of September 30, 2024		216,779,700	$	21,678	$	3,610,522	$	(7,855	)	$	(1,781,406	)	$	1,842,939
Balance		216,779,700	$	21,678	$	3,610,522	$	(7,855	)	$	(1,781,406	)	$	1,842,939

See accompanying notes to the consolidated financial statements.

F-5

DFP HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE ~~YEAR~~YEARS ENDED SEPTEMBER 30, 2024 AND 2023,

AND FOR THE PERIOD FROM DECEMBER 8, 2021 (INCEPTION) TO SEPTEMBER 30, 2022

(Expressed in U.S. Dollars)

	Year ended September 30, 2023			For the period from December 8, 2021 (Inception) to September 30, 2022
	Year ended September 30, 2024			Year ended September 30, 2023
Cash flows from operating activities:
Net loss	$	(~~714~~334,~~332~~397	)	$	(~~732~~714,~~677~~332	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		28,~~731~~670			-2,731
Impairment of prepaid application development fee-related party		~~450,000~~-			450,000
Changes in operating assets and liabilities:
Accounts receivable		~~18,554~~-			(18,554	)
Other current assets-deposits		(15,095	)		-
Other current assets		(11,104	)		(15,095	)
Prepaid expenses-related party		(155,~~136~~040	)		(1015,~~221~~136	)
Accounts payable and accrued liabilities		38,803			34,522
Deposits		(13,875	)		-
Deferred revenue		19,374			9,324
Decrease in right-of-use asset		18,384			-
Net cash used in operating activities		(215,101	)		(267,606	)
Accounts payable and accrued liabilities		2,773			38,803
Deferred revenue		117,785			19,374
Operating lease liability		(18,384	)		-
Net cash used in operating activities		(235,188	)		(215,101	)
Cash flows from investing activities:
Prepaid application development fee-related party		(450,000	)		(450,000	)
Purchase of property and equipment		(57,426	)		(15,399	)
Purchase of property and equipment		(15,399	)		-
Prepaid application development fee-related party		-			(450,000	)
Net cash used in investing activities		(~~465~~57,~~399~~426	)		(~~450~~465,~~000~~399	)
Cash flows from financing activities:
Proceeds from sales of common stock		-			2,170,100
Proceeds from sale of common stock		1,462,100			-
(Repayment to) advances from officer		(9,370	)		13,627
Repay due to officer		(1,591	)		(9,370	)
Net cash (used in) provided by financing activities		(9,370	)		2,183,727
Net cash provided by (used in) financing activities		1,460,509			(9,370	)
Effect of exchange rate changes in cash and cash equivalents		(84,~~045~~178	)		(48,~~615~~045	)
NET CHANGE IN CASH AND CASH EQUIVALENTS		(697,915	)		1,461,506
Net increase (decrease) in cash, cash equivalents, and restricted cash		1,172,073			(697,915	)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR / PERIOD		1,461,506			-
Cash, cash equivalents, and restricted cash, beginning of year		763,591			1,461,506
CASH AND CASH EQUIVALENTS, END OF YEAR / PERIOD	$	763,591		$	1,461,506
Cash, cash equivalents and restricted cash, end of year	$	1,935,664		$	763,591
Supplemental information
Supplemental disclosure of cash flow information:
Income taxes paid	$	2724,~~990~~159		$	-27,990
Noncash investing and financing activities:
Right-of-use asset and lease liability recorded for new leases	$	232,589		$	-

See accompanying notes to the consolidated financial statements.

F-6

DFP HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~YEAR~~YEARS ENDED SEPTEMBER 30, 2024 AND 2023,

AND FOR THE PERIOD FROM DECEMBER 8, 2021 (INCEPTION) TO SEPTEMBER 30, 2022

(Expressed in U.S. Dollars)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of business

DFP Holdings Limited, a Nevada corporation (the “Company”), was incorporated in the State of Nevada on December 8, 2021. The Company provides online and offline educational services in Taiwan. The Company has a September 30 fiscal year end.

On March 8, 2022, the Company’s wholly owned subsidiary, DFP Holdings Limited, was formed in Seychelles (~~the~~ “~~Seychelles~~DFP ~~Company~~Seychelles”). The Seychelles Company is an intermediate holding company, and operates business through its wholly owned subsidiary, DFP Holdings Limited, a company incorporated in Taiwan (~~the~~ “~~Taiwan~~DFP ~~Company~~Taiwan”).

On May 24, 2022, the Company acquired 100% of Tide Holdings Limited, a company incorporated in Seychelles (“TIDE”) from Mr. Hsu Shou Hung, the CEO of the Company, for $1.

Going concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. In Asaccordance ~~reflected~~with Accounting Standards Codification (“ASC”) 205-40, Going Concern, the Company’s management has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the accompanying financial statements ~~for~~ were issued. For the year ended September 30, ~~2023~~2024, the Company ~~incurred~~recorded a net loss of $~~714~~334,~~332~~ 397 and used cash in operations of $~~215~~235,~~101~~188. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that these financial statements are issued. The accompanying financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

Risks & uncertainties resulting from inflation, COVID-19, and geopolitical instability

As a result of the COVID-19 pandemic and actions taken to slow its spread, the ongoing military conflict between Russia and Ukraine, and other geopolitical and macroeconomic factors beyond our control, the global credit and financial markets have experienced extreme volatility, including diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates and uncertainty about economic stability.

If equity and credit markets deteriorate, it may affect our ability to raise equity capital, borrow on our existing facilities, access our existing cash, or make any additional necessary debt or equity financing more difficult to obtain, more costly and/or more dilutive.

F-7

Basis of presentation

The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Tide Holdings Limited (TIDE), DFP Holdings Limited (Seychelles) (~~the~~ “~~Seychelles~~DFP ~~Company~~Seychelles”), and DFP Holdings Limited (Taiwan) (~~the~~ “~~Taiwan~~DFP ~~Company~~Taiwan”). Intercompany accounts and transactions have been eliminated in consolidation.

Use of estimates

Revenue recognition

The Company recognizes revenue in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, ~~following~~(“ASC 606”). The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. ASC 606 creates a five-step model ~~prescribed~~that byrequires ~~ASC~~entities ~~606~~to exercise judgment when considering the terms of contract(s), which includes (1) identifying the ~~contracts~~contract(s) or ~~agreements~~agreement(s) with a customer, (2) identifying ~~our~~the Company’s performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.

The Company’s revenue consists of revenue from ~~providing~~delivering online and ~~offline~~in-person ~~educational~~media ~~services~~and ~~(“service~~leadership ~~revenue”)~~training courses. Revenue is recognized in the period in which the services are delivered, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company offers no discounts, rebates, rights of return, or other allowances to clients which would result in the establishment of reserves against service revenue. Additionally, to date, the Company has not incurred incremental costs in obtaining a client contract. The Company recognizes revenue from subscription services ratably over the subscription period. The Company recognizes deferred revenue at each period end for contracts that have been paid but which the related service has not been performed or delivered. The Company offers no discounts, rebates, rights of return, or other allowances to clients which would result in the establishment of reserves against service revenue.

The following table provides information about disaggregated revenue:

SCHEDULE OF DISAGGREGATED REVENUE

	Year ended September 30, 2024		Year ended September 30, 2023
In-person media and leadership training	$	1,294,744	$	893,057
Online media and leadership training		188,483		323,073
Total revenue	$	1,483,227	$	1,216,130

F-8

~~Cost of~~Instructional ~~revenue~~costs and services

~~Cost of~~Instructional ~~service~~costs ~~revenue~~and services primarily consists of ~~advertising~~costs ~~and~~related ~~promotion~~to commissions, ~~fee~~advertising, and ~~facility~~rental ~~rentals~~of instructional facilities directly attributable to courses rendered. The Company has elected to apply the ~~services~~practical ~~rendered~~expedient to expense commissions as they are incurred, as the amortization period resulting from capitalizing the costs is one year or less.

~~Cash and~~The ~~cash~~following ~~equivalents~~table provides information about instructional costs and services:

~~Cash equivalents~~SCHEDULE ~~includes demand deposits placed with banks or other financial institutions and all highly liquid investments with original~~OF ~~maturities~~INFORMATION atABOUT ~~purchase~~COSTS ofAND ~~three months or less, including money market funds.~~SERVICES

	Year ended September 30, 2024		Year ended September 30, 2023
Commissions	$	357,136	$	144,751
Advertising		93,292		107,278
Rental of instructional facilities		62,984		43,628
Other		25,262		37,752
Total Instructional costs and services	$	538,674	$	333,409

Cash, cash equivalents, and restricted cash

Cash equivalents include demand deposits placed with banks or other financial institutions and all highly liquid investments with original maturities at purchase of three months or less, including money market funds.

SCHEDULE OF CASH AND CASH EQUIVALENTS

	2023		2022
	As of September 30,
	2023		2022
	2024		2023
Cash and cash equivalents
Denominated in United States Dollars	$	~~480~~1,~~406~~531,438	$	1480,~~378,501~~406
Denominated in New Taiwan Dollars		~~283~~356,~~185~~923		83283,~~005~~185
Cash and cash equivalents	$	~~763~~1,~~591~~888,361	$	1763,~~461,506~~591
Restricted cash		47,303		-
Cash, cash equivalents and restricted cash	$	1,935,664	$	763,591

Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash. As of September 30, ~~2023~~2024, substantially all the Company’s cash was held by two major financial institutions located in Taiwan, which management believes is of high credit quality. At September 30, ~~2023~~2024, none of the Company’s cash accounts are insured by the U.S. Federal Deposit Insurance Corporation (the “FDIC”).

~~Accounts~~Restricted ~~receivable~~Cash

~~Accounts receivable~~Restricted iscash ~~recorded~~represents ataccounts ~~the~~designated ~~invoiced~~as ~~amounts~~collateral ~~net~~required ofby anthe ~~allowance for expected losses~~bank. ~~The Company evaluates the collectability of~~Since our ~~accounts~~course ~~receivable~~fees ~~based~~are onusually ~~several~~paid ~~factors.~~by Inour ~~circumstances~~customers ~~where~~using itcredit ~~becomes~~card ~~aware of a specific customer’s inability to meet its financial obligations to us~~transactions, abanks ~~specific~~are ~~reserve~~concerned ~~for~~about ~~bad~~potential ~~debts~~chargebacks ~~is estimated and recorded which reduces the recognized~~from ~~receivable~~our ~~to the estimated amount that management believes will ultimately be collected~~customers. InThe ~~addition~~Company toincludes ~~specific~~restricted ~~customer identification~~cash ofalong ~~potential~~with ~~bad~~the ~~debts,~~cash ~~bad debt charges are recorded based on our historical losses~~ and ancash ~~overall~~equivalents ~~assessment~~balance ~~of past~~for ~~due~~presentation ~~accounts~~in ~~receivable outstanding. At September 30, 2023 and 2022,~~ the ~~Company had no~~consolidated ~~reserve~~statements ~~recorded~~of ~~for~~cash ~~uncollectible accounts receivable~~flows.

Property and equipment

Property and equipment ~~are~~is recorded at cost less accumulated depreciation. Additions, improvements, and major renewals or replacements that substantially extend the useful life of an asset are capitalized. Repairs and maintenance expenditures are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets of four years. Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the remaining lease term.

Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value at that time. At September 30, ~~2023~~2024 and ~~2022~~2023, management determined there were no impairments of the Company’s property and equipment.

F-9

Software costs

Costs related to developing or obtaining internal-use software incurred during the preliminary project and post-implementation stages of an an internal use software project will be expensed as incurred and certain costs incurred in the project’s application ~~development~~ development stage will be capitalized. On an annual basis, or more frequently as conditions indicate, the Company will assess the recovery of the unamortized software development costs by estimating the net undiscounted cash flows the asset is expected to generate. If the undiscounted cash flows are not sufficient to recover the unamortized software cost, such assets will be considered to be impaired. The impairment to be recognized will be measured as the amount by which the carrying amount of the asset exceeds its fair value. During the year ended September 30, ~~2023~~2024, the Company ~~recognized~~did annot recognize any impairment of ~~prepaid~~software ~~application~~costs. ~~development fees of $450~~However,~~000,~~ ~~and~~for ~~during~~ the ~~period~~year ~~from December~~ended ~~8, 2021 to~~ September 30, ~~2022~~2023, the Company recognized ~~another~~an impairment of prepaid application development fees ofamounting to $450,000.

Impairment of long-lived assets

The Company evaluates its long-lived assets for indicators of possible impairment by comparison of the carrying amount to future net undiscounted cash flows expected to be generated by such asset when events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable. Should an impairment exist, the impairment loss would be measured based on the excess carrying value of the asset over the asset’s fair value generally determined by estimates of future discounted cash flows.

Leases

The Company ~~currently~~accounts ~~lease~~for anits ~~office~~leases ~~space~~in ~~under~~accordance awith ~~short-term~~ASC ~~lease~~842, ~~from~~Leases. The anCompany ~~external~~determines ~~party.~~whether Aa ~~short-term~~contract ~~lease~~ is, ~~defined~~or ascontains, a lease ~~that,~~at inception. Operating lease right-of-use (“ROU”) assets and liabilities are recognized at the lease commencement date, ~~has~~based aon ~~lease~~the ~~term~~present value of 12lease ~~months~~payments orover ~~less~~the ~~and~~lease ~~does~~term. ~~not~~ROU ~~include~~assets represent anthe ~~option~~Company’s right to ~~purchase~~use ~~the~~an underlying asset ~~that~~ during the ~~lessee~~lease isterm, ~~reasonably~~and ~~certain~~lease toliabilities ~~exercise.~~represent ~~For all short-term leases,~~ the Company’s obligation ~~does~~to ~~not~~make ~~recognize a~~ lease ~~liability~~payments orarising ~~right-of-use asset~~from on the ~~balance sheet~~lease. ~~Instead~~Generally, the ~~Company~~implicit ~~recognizes~~rate ~~short-term~~of ~~lease~~interest ~~payments~~in asarrangements anis ~~expense~~not onreadily adeterminable and ~~straight-line~~the ~~basis~~Company ~~over~~utilizes ~~the lease~~its ~~term.~~incremental ~~For~~borrowing rate in determining the ~~year~~present ~~ended~~value ~~September~~of ~~30,~~lease ~~2023,~~payments. ~~total~~The ~~rent~~Company’s ~~expense~~incremental borrowing ~~was~~rate ~~$24,492.~~is ~~During~~a ~~the~~hypothetical ~~period~~collateralized ~~December~~borrowing 8,rate ~~2021~~based ~~(Inception)~~on ~~to September~~its ~~30,~~understanding ~~0222,~~of ~~the~~what ~~Company~~its ~~had~~credit norating ~~rent~~would ~~expense~~be.

Income taxes

The Company accounts for income taxes using an asset and liability approach which allows for the recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain.

The Company conducts its business in Taiwan and is subject to tax in Taiwan jurisdictions. As a result of its business activities, the Company will file tax returns that are subject to examination by the Taiwan tax authority. The Company’s deferred tax assets relate to the Company’s net operating losses in the U.S. and net operating losses and temporary differences between accounting basis and tax basis for its Taiwan-based subsidiaries which are subject to corporate income tax in Taiwan.

F-910

Advertising costs

Advertising costs are expensed as incurred and were $93,292 and $107,278 in 2024 and 2023, respectively.

Fair value measurements

The Company follows the guidance of ASC 820-10, “Fair Value Measurements and Disclosures”, with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

Level 1: Observable inputs such as quoted prices in active markets;

Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The Company believes the carrying amount reported in the balance sheet for cash, ~~and~~ cash equivalents, ~~accounts~~restricted ~~receivable~~cash, prepaid expenses, accounts payable and accrued liabilities, deferred revenue and due to officer, approximate their fair values because of the short-term nature of these financial instruments.

Foreign currency translation

The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying consolidated financial statements have been expressed in US$. In addition, the Company’s operating subsidiary maintains its books and records in its functional currency, New Taiwan Dollars (“NT$”).

In general, for consolidation purposes, assets and liabilities of the Company’s subsidiaries whose functional currency is not the US$, are translated into US$ using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of a foreign subsidiary are recorded as a separate component of accumulated other comprehensive income or loss within stockholders’ equity.

Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods:

	As of and for the year ended September 30, 2023		As of September 30, 2022 and from December 8, 2021 (Inception) to September 30, 2022
	As of and for the year ended September 30, 2024		As of and for the year ended September 30, 2023
Period-end NT$ : US$1 exchange rate		3231.2871		3132.7928
Period-average NT$ : US$1 exchange rate		31.1191		2931.2311

Net income (loss) per share

The Company calculates net income (loss) per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income (loss) per share is computed by dividing the net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

At September 30, ~~2023~~2024 and ~~2022~~2023, the Company has no potentially dilutive securities, such as options or warrants, outstanding.

Segment information

Operating segments are components of an enterprise for which separate financial information is available and are evaluated regularly by the Company’s chief operating decision maker in deciding how to allocate resources and assessing performance. The Company’s chief operating decision maker is its Chief Executive Officer. The Company’s Chief Executive Officer views the Company’s operations and manages its business in one operating segment, which is conducting business as an educational service company.

Concentrations

For the year ended September 30, ~~2023~~2024 and ~~for the period from December 8~~2023, ~~2021 (Inception) to September 30, 2022,~~ no customer accounted for 10% or of the Company’s revenue.

For the year ended September 30, ~~2023~~2024, ~~and~~fees ~~for~~paid ~~the~~to ~~period~~a ~~from~~third-party ~~December~~consultant represented 8,17% ~~2021(Inception)~~of tototal operating costs and expenses. During the year ended September 30, ~~2022~~2023, one service provider, a related party, ~~accounted~~ accounted for 42% of the Company’s operating costs and 91expenses. For the year ended September 30, 2024 and 2023, there were no other vendors accounting for 10% or more of the Company’s operating costs and expenses~~, respectively~~.

F-1011

Reclassification

In presenting the Company’s consolidated statement of operations and comprehensive loss for the year ending September 30, 2023, the Company presented $144,751 of commission expense as part of General and administrative expense. In presenting the Company’s consolidated statement of operations and comprehensive loss for the year ending September 30, 2024, the Company has reclassified the $144,751 to Instructional costs and services in the accompanying consolidated statement of operations and comprehensive loss for the year ending September 30, 2023.

Recent accounting pronouncements

In ~~August~~ ~~2020~~November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ~~2020~~2024-~~06,~~03 ~~Debt~~Income –Statement—Reporting ~~Debt~~Comprehensive ~~with~~Income—Expense ~~Conversion~~Disaggregation ~~and~~Disclosures ~~Other Options~~ (Subtopic ~~470~~220-2040) Disaggregation ~~and~~of ~~Derivatives~~Income ~~and Hedging~~Statement –Expenses. ~~Contracts~~The guidance in ~~Entity’s~~ASU ~~Own~~2024-03 ~~Equity~~requires ~~(Subtopic~~public ~~815-40).~~business ~~This~~entities ~~ASU~~to ~~reduces~~disclose in the ~~number~~notes ofto the ~~accounting~~financial ~~models~~statements, ~~for convertible~~among ~~debt~~other ~~instruments~~things, specific information about certain costs and ~~convertible~~expenses ~~preferred~~including ~~stock~~purchases of inventory; employee compensation; and ~~amends~~depreciation, ~~the~~amortization ~~guidance~~and depletion expenses for each caption on the ~~derivatives~~income ~~scope~~statement ~~exception~~where ~~for~~such expenses ~~contracts~~are inincluded. anASU ~~entity’s~~2024-03 ~~own~~is ~~equity~~effective tofor ~~reduce~~annual ~~form-over-substance-based~~reporting ~~accounting~~periods ~~conclusions.~~beginning Inafter ~~addition~~December 15, ~~this~~2026, ~~ASU improves~~ and ~~amends~~interim ~~the~~reporting ~~related~~periods ~~earnings~~beginning after ~~per~~December ~~share~~15, ~~guidance~~2027. ~~This~~Early ~~standard~~adoption ~~becomes~~is ~~effective~~permitted, ~~for~~and the ~~Company~~amendments ~~beginning~~may onbe ~~October~~applied 1,prospectively ~~2024. Adoption~~to isreporting ~~either~~periods aafter ~~modified~~the ~~retrospective~~effective date ~~method~~ or aretrospectively ~~fully~~to ~~retrospective~~all ~~method~~periods ofpresented ~~transition~~in the financial statements. The Company ~~adopted~~is ~~this~~currently ~~guidance effective~~evaluating ~~October 1, 2023, and~~ the ~~adoption~~provisions of this guidance ~~standard~~and ~~did~~assessing ~~not~~the ~~have~~potential ~~a material~~ impact on ~~its~~the ~~consolidated~~Company’s financial ~~statements~~ statement disclosures.

In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). This ASU reduces the number of accounting models for convertible debt instruments and convertible preferred stock and amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. The Company adopted this guidance effective October 1, 2023, and the adoption of this standard did not have a material impact on its consolidated financial statements.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

NOTE 2 -– ~~STOCKHOLDERS’~~OPERATING ~~EQUITY~~LEASES

~~During~~Prior to July 1, 2024, the Company rented office space under a short term lease with a term of 12 months at a monthly rental of approximately $2,750 (NT$88,000) per month. On July 1, 2024, the ~~year~~Company, ~~ended~~through its ~~September~~wholly 30owned subsidiary DFP Holdings Limited (Taiwan), ~~2023~~entered into two new operating leases for the rental of two offices with lease terms of three years each. The aggregate monthly lease payments are approximately $7,000 (NT $220,000) per month, with aggregate commitment of approximately $242,000 (NT$7,731,000). In relation to the two new leases, the Company ~~did~~recognized ~~not~~an ~~issue~~operating ~~any~~lease ~~shares~~right-of-use asset and related operating lease liability of ~~Common~~$232,589 ~~Stock~~(NT$7,356,000) upon commencement of the new leases.

The components of rent expense and supplemental cash flow information related to leases for the period are as follows:

	2024			2023
	Years September 30,
	2024			2023
Lease Cost

Operating lease cost	$	44,974		$	24,492

Other Information
Weighted average remaining lease term – operating leases (in years)		2.75			-
Weighted average discount rate for operating lease		3.26	%		-

At September 30, 2023, there was no operating lease right-of-use asset or liability recorded for the short-term lease. At September 30, 2024, the supplemental balance sheet information related to leases is as follows:

Operating lease right-of-use asset for the year ended September 30, 2024 is as follows:

New lease right-of-use asset recognized	$	232,589
Less: amortization		(18,384	)
Foreign exchange translation		(142	)
Right-of-use assets, net as of September 30, 2024		214,063

Operating lease liabilities for the year ended September 30, 2024 is as follows:

New lease liability recognized	$	232,589
Add: imputed interest		1,779
Less: principal repayment		(20,163	)
Foreign exchange translation		(142	)
Lease liability at September 30, 2024	$	214,063

Lease liability current portion	$	75,631
Lease liability non-current portion		138,432
Total operating lease liability	$	214,063

Maturities of the Company’s lease liabilities are as follows:

Year ending September 30:


2025	$	81,625
2026		81,625
2027		61,219
Total lease payments		224,469
Less: Imputed interest		(10,406	)
Present value of operating lease liabilities	$	214,063

NOTE 3 - STOCKHOLDERS’ EQUITY

As of September 30, 2024 the Company has 600,000,000 shares of commons stock authorized and 216,779,700 shares of common stock issued and outstanding, respectively.

During the year ended September 30, 2024, the Company issued an aggregated of 2,924,200 shares of its Common Stock at $0.50 per share for aggregate gross proceeds of $1,462,100.

For the period from December 8, 2021 (Inception) to September 30, 2022, the Company issued 213,855,500 shares of restricted Common Stock to 150 shareholders at prices ranging from $0.0001 to $0.25 per share, for total proceeds of $2,170,100.

~~Shares issued to founders~~F-12

OnNOTE ~~February~~4 ~~25,~~- ~~2022,~~INCOME the Company issued 86,260,000 shares of founders restricted Common Stock to Mr. Hsu Shou Hung, Chief Executive Officer, Chief Financial Officer, sole director and a founder of the Company, and issued and 10,000,000 shares of restricted stock to Mr. Hsu’s wholly owned company, Terra Wave Holdings Limited at $0.0001 per share, for total proceeds of $9,626.TAXES

~~Between~~The ~~February~~Company ~~22,~~recorded ~~2022,~~ and ~~February~~paid ~~25,~~income ~~2022,~~tax ~~the~~expense ~~Company~~of ~~issued 103~~$38,~~740,000~~884 ~~shares~~and of$27,990 ~~restricted~~for ~~Common~~the ~~Stock~~year toended anSeptember ~~additional 31 founders at $0.0001 per share~~30, ~~for~~2024 ~~total~~and ~~additional~~2023 ~~proceeds of $10,374~~respectively.

Shares issued for cash in private placements

Between March 1, 2022, and September 26, 2022, the Company sold 13,855,500 shares of restricted Common Stock to another 117 shareholders at prices ranging from $0.10 to $0.25 per share, for total proceeds of $2,150,100.

The Company sold 7,200,000 shares of restricted Common Stock to 45 shareholders at $0.10 per share for $720,000, 4,675,500 shares of restricted Common Stock to 42 shareholders at $0.20 per share for $935,100, and 1,980,000 shares of restricted Common Stock to 30 shareholders at $0.25 per share for $495,000.

F-11

NOTE 3 - INCOME TAXES

The Company recorded and paid income tax expense of $27,990 for the year ended September 30, 2023, while no provision for income taxes was made for the period from December 8, 2021 (Inception) to September 30, 2022.

Provision for income taxes consisted of the following:

SCHEDULE OF PROVISION FOR INCOME TAXES

	Year ended September 30, 2023		For the period from December 8, 2021 (Inception) to September 30, 2022
	Year ended September 30, 2024		Year ended September 30, 2023
Current:
U.S.	$	-	$	-
Taiwan		2738,~~990~~884		-27,990
Subtotal		2738,~~990~~884		27,990
Current:		2738,~~990~~884		27,990
Deferred:		-		-
Provision for Income tax	$	2738,~~990~~884	$	-27,990

A reconciliation of the income tax expense determined at the statutory income tax rate to the Company’s income taxes is as follows:

	Year ended September 30, 2023			For the period from December 8, 2021 (Inception) to September 30, 2022
	Year ended September 30, 2024			Year ended September 30, 2023
Loss before income taxes	$	(~~686~~295,~~342~~513	)	$	(~~732~~686,~~677~~342	)
United States of America statutory income tax rate		21	%		21	%
Income tax (benefit) expense computed at statutory corporate income tax rate		(~~144~~62,~~132~~058	)		(~~153~~144,~~862~~132	)
Effect of different tax jurisdictions		6(3,~~864~~232	)		76,~~327~~864
Change in valuation allowance		~~165~~104,~~258~~174			~~146~~165,~~535~~258
Provision for income taxes	$	2738,~~990~~884		$	-27,990

The Company’s wholly owned subsidiary in Taiwan, DFP Holdings Limited (Taiwan) (the “Taiwan Company”), is governed by the income tax law of Taiwan and is subject to a tax rate of 20%.

Significant components of the aggregate deferred tax assets consisted of the following:

SCHEDULE OF ~~OMPONENTS~~COMPONENTS OF AGGREGATE DEFERRED TAX ASSETS

	2023			2022
	2024			2023
	As of September 30,
	2023			2022
	2024			2023
Deferred tax assets:
Net operating loss carry forwards	$	~~297~~311,~~994~~569		$	~~153~~297,~~862~~994
Gross deferred tax assets		~~297~~311,~~994~~569			~~153~~297,~~862~~994
Less: valuation allowance		(~~297~~311,~~994~~569	)		(~~153~~297,~~862~~994	)
Net deferred tax assets	$	-		$	-

The provisions of ASC Topic 740, “Accounting for Income Taxes”, require an assessment of both positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable. As of September 30, ~~2023~~2024 and ~~2022~~2023, based on all available objective evidence, including the existence of cumulative losses, the Company determined that it was more likely than not that the net deferred tax assets were not fully realizable. Accordingly, the Company established a full valuation allowance against its net deferred tax assets. The Company intends to maintain a full valuation allowance on net deferred tax assets until sufficient positive evidence exists to support reversal of the valuation allowance.

F-12

The Company adopted the provisions of ASC 740, which requires companies to determine whether it is “more likely than not” that a tax position will be sustained upon examination by the appropriate taxing authorities before any tax benefit can be recorded in the financial statements. ASC 740 also provides guidance on the recognition, measurement, classification and interest and penalties related to uncertain tax positions.

As of September 30, ~~2023~~2024 and ~~2022~~2023, no liability for unrecognized tax benefits was required to be recorded or disclosed.

~~NOTE 4~~ F- ~~RELATED PARTY TRANSACTIONS~~13

OnNOTE ~~December~~5 8,- ~~2021,~~RELATED ~~Mr.~~PARTY Hsu Shou Hung (“Mr. Hsu”), a founder of the Company, was appointed as Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and sole director of the Company. Currently, Mr. Hsu is our sole officer and director. As of September 30, 2023, Mr. Hsu collectively owns 96,260,000 shares, or 45.01%, of the Company’s restricted Common Stock.TRANSACTIONS

AtOn ~~September~~December 308, ~~2023~~2021, ~~and~~Mr. ~~2022,~~Hsu $4Shou Hung (“Mr. Hsu”),~~257~~ a founder of the Company, was appointed as Chief Executive and ~~$13~~Financial Officer,~~627~~ President, ~~respectively~~Secretary, ~~are~~Treasurer, ~~due~~and tosole director of the Company. Currently, Mr. Hsu ~~for~~is ~~advances to~~our ~~the~~sole ~~Company~~officer ~~for~~and ~~operations~~director. As ~~The~~of ~~advances~~September ~~are~~30, ~~due~~2024, onMr. ~~demand~~Hsu collectively owns 96,260,000 ~~are~~shares, ~~unsecured~~or 44.4%, ~~and~~of ~~are~~the ~~non-interest~~Company’s ~~bearing~~restricted Common Stock.

~~Mr.~~At ~~Lin~~September Yi30, ~~Hsiu~~2024 ~~(“Jeff~~and ~~Lin”)~~2023, is$2,666 ~~Chief Executive Officer~~ and a$4,257, ~~director~~respectively, ofare ~~Leader~~due ~~Capital~~to ~~Holdings Corp~~Mr. ~~(“LCHC”).~~ ~~LCHC~~Hsu ~~owns~~for ~~15,000,000~~advances ~~shares of~~to the Company’s ~~restricted~~for ~~Common Stock and is a 7~~operations.~~01%~~ ~~shareholder~~The advances inare ~~the~~due ~~Company.~~on ~~In addition~~demand, ~~CPN~~are ~~Investment Limited (“CPN”)~~unsecured, ~~a company wholly owned by Jeff Lin, owns 15,000,000 shares of the Company’s restricted Common Stock,~~ and isare ~~also~~non-interest ~~a 7~~bearing.~~01% shareholder of the Company.~~

For the year ended September 30, ~~2023~~2024, and ~~during the period from December 8~~2023, ~~2021 (Inception) to September 30, 2022,~~ the Company incurred the following fees to LCHC and affiliates:

Paid to:	Description	Year ended September 30, ~~2023~~2024		~~For~~Year ~~the~~ended ~~period from December 8, 2021 (Inception) to~~ September 30, ~~2022~~2023
LCHC	IT services	$	30,~~000~~500	$	530,~~336~~000
LOC	IT services		3231,~~014~~482		-32,014
LFAML	Secretarial fees		-		10,000
IT services	IT services		31,482		32,014
LFAML	Consulting fees		300,000		300,000
Secretarial fees	Secretarial fees		-		-
	Subtotal		362,014		315,336
LFAML	Consulting fees		-		300,000
LCHC	Prepaid application development fees		450,000		450,000
Consulting fees	Consulting fees		-		300,000
	Total	$	812,014	$	765,336
	Subtotal		61,982		362,014
LCHC	Prepaid application development fees		-		450,000
Prepaid application development fees	Prepaid application development fees		-		450,000
	Total	$	61,982	$	812,014

At September 30, ~~2023~~2024 and ~~2022~~2023, $2530,~~357~~ 397 and $1025,~~221~~357, respectively, were prepaid expenses to ~~LOC~~LCHC and affiliates for IT and maintenance expenses.

NOTE 56 -– ~~SUBSEQUENT~~COMMITMENTS ~~EVENTS~~AND CONTINGENCIES

~~Between November 1~~In August, ~~2023~~2024, ~~and~~the ~~December~~Company ~~13,~~signed ~~2023,~~a ~~the~~contract ~~Company~~with ~~sold~~a ~~1,357,400~~third-party ~~shares~~consultant and agreed to pay a total of ~~restricted~~$1.2 million ~~Common~~for ~~Stock~~certain toadvisory ~~thirty-one~~services ~~(31)~~associated with ~~individuals~~the inCompany’s aplanned ~~private~~Initial ~~placement~~Public atOffering, aand ~~price~~other ofconsulting $0services.~~50 per~~ For ~~share,~~the ~~for~~year ~~total~~ended ~~proceeds~~September of30, 2024, $~~678~~300,~~700~~000 of these fees were included in general and administrative expenses on the accompanying financial statements.

FNOTE 7 -13 SUBSEQUENT EVENT

On November 18, 2024, the Company entered into a sale and purchase agreement with DFP Leadership Academy Sdn Bhd, a Malaysia private limited company owned by Mr. Hsu Shou Hung, the Company’s sole officer and director (the “Seller”). The Company agreed to purchase DFP Leadership Academy Sdn Bhd for approximately $2,500 (MYR 10,000). As the Seller is an officer and director of the Company, the acquisition of DFP Leadership Academy Sdn Bhd is a related party transaction that will be accounted for at book value similar to a transaction among entities under common control.

F-14

Filing Compare · DFP HOLDINGS Ltd