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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~June~~December 3031, 2025

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

For the transition period from _____ to _____

Commission File Number 001-39338

CIMG Inc.

(Exact name of registrant as specified in its charter)

Nevada

38-3849791

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

Room R2, FTY D, 16/F, Kin Ga Industrial Building,

9 San On Street, Tuen Mun, Hong Kong00000.

(Address of principal executive offices)

+ 852 70106695

(Registrant’s telephone number, including area code)

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.00001 par value		IMG		The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐☒ No ☒☐

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

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

Large accelerated filer ☐	Accelerated filer ☐

Non-accelerated filer ☒	Smaller reporting company ☒

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of ~~October~~March 275, ~~2025~~2026, there were ~~196~~15,~~514~~483,~~084~~547 shares of the registrant’s Common Stock outstanding.

CIMG INC.

INDEX TO FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED ~~June~~DECEMBER 3031, 2025

PART I.	FINANCIAL INFORMATION	23
Item 1.	Financial Statements	23
	Consolidated Balance Sheets (unaudited)	23
	Consolidated Statements of Operations (unaudited)	34
	Consolidated Statements of Comprehensive Income (Loss) (unaudited)	4
	Consolidated Statements of Comprehensive Income Loss (unaudited)	5
	Consolidated Statements of Changes in Stockholders’ Equity (unaudited)	56
	Consolidated Statements of Cash Flows (unaudited)	67
	Notes to Consolidated Financial Statements (unaudited)	78
PART II.	OTHER INFORMATION	23
Item 2.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 1.	Legal Proceedings	23
Item 3.	Controls and Procedures	30
Item 1A.	Risk Factors	23
PART II.	OTHER INFORMATION	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 1.	Legal Proceedings	31
Item 3.	Defaults Upon Senior Securities	23
Item 1A.	Risk Factors	31
Item 4.	Mine Safety Disclosures	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 5.	Other Information	23
Item 3.	Defaults Upon Senior Securities	31
Item 6.	Exhibits	23
Item 4.	Mine Safety Disclosures	31
	SIGNATURES	24
Item 5.	Other Information	31
Item 6.	Exhibits	31
	SIGNATURES	33

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q ~~and~~(this ~~the~~“Report”) ~~documents~~contains ~~incorporated by reference contain “~~forward-looking statements”, ~~within the meaning of Section 21E of the Securities Exchange Act of 1934~~including, aswithout ~~amended~~limitation, ~~which~~in ~~include information relating to future events, future~~the ~~financial~~sections ~~performance,~~captioned ~~strategies,~~“Risk ~~expectations,~~Factors” ~~competitive environment, regulation~~ and ~~availability of resources~~elsewhere. ~~These~~Any ~~forward-looking statements~~and ~~include,~~all ~~without limitation,~~ statements ~~regarding:~~contained ~~proposed~~in ~~new~~this ~~programs;~~Report ~~expectations~~ that ~~regulatory~~are ~~developments or other matters will or will~~ not ~~have~~statements aof ~~material~~historical ~~adverse~~fact ~~effect~~may onbe ~~our~~deemed forward-looking ~~consolidated~~statements. ~~financial~~Terms ~~position,~~such ~~results~~as ~~of operations or liquidity; statements concerning projections~~“may,” ~~predictions~~“might,” ~~expectations~~“would,” ~~estimates or forecasts as to our business~~“should,” ~~financial and operating results and future~~“could,” ~~economic~~“project,” ~~performance; and statements of management’s goals and objectives and other similar expressions concerning matters that are not historical facts. Words such as~~ “~~may~~target,” “~~should~~seek,” “~~could~~estimate,” “~~would~~predict,” “~~predicts~~potential,” “~~potential~~strategy,” “~~continue~~anticipate,” “~~expects~~attempt,” “~~anticipates~~develop,” “~~future~~plan,” “~~intends~~help,” “~~plans~~believe,” “~~believes~~continue,” “~~estimates~~intend,” “expect,” “future” and terms of similar import ~~expressions,~~(including asthe ~~well~~negative asof ~~statements~~any inof ~~future~~the ~~tense,~~ foregoing) may be intended to identify forward-looking statements. However, not all forward-looking statements may contain one or more of these identifying terms. Forward-looking statements in this Report may include, without limitation, statements regarding:

~~Forward-looking statements~~● ~~should~~our ~~not~~plans beto ~~read~~obtain funding for our operations, including the funds required for technological development, product production, and product commercialization, as awell ~~guarantee~~as the funds necessary to ensure our continuous operation; ● our expectation that our existing capital resources will be sufficient to fund our operations for at least the next twelve months and our expectation to need additional capital to fund our planned operations beyond that; ● the accuracy of our estimates regarding expenses, future ~~performance~~revenue, orcapital ~~results~~requirements, and ~~will~~needs ~~not~~for ~~necessarily~~additional befinancing; ~~accurate~~● ~~indications~~our expectations regarding our ability to maintain compliance with the listing requirements of the ~~times~~ ~~at,~~Nasdaq orCapital byMarket; ● the impact to our business, ~~which~~including ~~such~~any ~~performance~~supply orchain ~~results~~interruptions, ~~will~~resulting befrom ~~achieved.~~changes ~~Forward-looking~~in ~~statements~~general ~~are~~economic, ~~based~~business onand ~~information~~political ~~available~~conditions, ~~at the~~including ~~time~~changes ~~those~~in ~~statements~~the ~~are~~financial ~~made~~markets and~~/or~~ ~~management’s~~macroeconomic ~~good~~conditions ~~faith~~resulting ~~belief~~from asa pandemic; ● the market size and growth trend of ~~that~~our ~~time~~products; ~~with~~● ~~respect~~our ability to ~~future~~compete ~~events~~with ~~and~~those ~~are subject~~companies that sell similar products or offer similar services; ● our ability to ~~risks~~successfully ~~and~~achieve ~~uncertainties~~the ~~that~~anticipated ~~could~~results ~~cause~~of ~~actual~~strategic transactions; ● our expectations for future sales performance; ● our reliance on raw material suppliers or ~~results~~product manufacturers is to ~~differ~~enable ~~materially~~us ~~from~~to ~~those~~better ~~expressed~~produce inour orproducts ~~suggested by~~and ~~the~~offer ~~forward-looking~~a ~~statements~~wider variety of products to our customers.; ~~Important~~● ~~factors~~regulatory ~~that~~developments ~~could~~in ~~cause~~the ~~such~~U.S. ~~differences~~and ~~include,~~other ~~but~~countries; ~~are~~● ~~not~~our ~~limited~~ability to: retain key management, sales, and marketing personnel;

● our plans to obtain funding for our operations, including funding necessary to develop, manufacture and commercialize our products, provide our co-packing services, and to continue as a going concern; ● our expectation that our existing capital resources will be sufficient to fund our operations for at least the next three months and our expectation to need additional capital to fund our planned operations beyond that; ● the accuracy of our estimates regarding expenses, future revenue, capital requirements and needs for additional financing; ● our expectations regarding our ability to maintain compliance with the listing requirements of the Nasdaq Capital Market; ● the impact to our business, including any supply chain interruptions, resulting from changes in general economic, business and political conditions, including changes in the financial markets and macroeconomic conditions resulting from a pandemic; ● the evolving coffee preferences of coffee consumers in North America and East Asia; ● the size and growth of the markets for our products and co-packing services; ● our ability to compete with companies producing similar products or providing similar co-packing services; ● our ability to successfully achieve the anticipated results of strategic transactions; ● our expectation regarding our future co-packing revenues; ● our ability to develop or offer innovative new products and services, and expand our co-packing services to other products that are complementary to our current single serve coffee product offerings; ● our expectations regarding additional manufacturing, coffee roasting and co-packing capabilities to be provided through our manufacturing partners, as well as our manufacturing partners’ ability to successfully facilitate distribution efforts; ● our reliance on third-party roasters or manufacturing partners to roast coffee beans necessary to manufacture our products and to fulfill every aspect of our co-packing services; ● regulatory developments in the U.S. and in non-U.S. countries; ● our ability to retain key management, sales and marketing personnel; ● the scope of protection we are able to establish and maintain for intellectual property rights covering our products and technology; ● our ability to develop and maintain our corporate infrastructure, including our internal control over financial reporting; ● the outcome of pending, threatened or future litigation; ● our financial performance; and ● our use of the net proceeds from our recent offering. ● other factors discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024 under the headings “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as applicable.

Forward-looking statements speak only as of the date the statements are made. Except as required under the federal securities laws and rules and regulations of the United States Securities and Exchange Commission, we undertake no obligation to update or revise forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information. We caution you not to unduly rely on the forward-looking statements when evaluating the information presented herein.

●	the scope of protection we are able to establish and maintain for intellectual property rights covering our products and technology;

●	our ability to develop and maintain our corporate infrastructure, including our internal control over financial reporting;

●	the outcome of pending, threatened, or future litigation;

●	our financial performance; and

●	our use of the net proceeds from our recent offerings.

The forward-looking statements are not meant to predict or guarantee actual results, performance, events, or circumstances and may not be realized because they are based upon our current projections, plans, objectives, beliefs, expectations, estimates, and assumptions and are subject to a number of risks and uncertainties and other influences, many of which we have no control over. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties.

Any forward-looking statements in this Report reflect our current views with respect to future events or our future financial performance and involve risks, uncertainties, and other factors that may cause actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by these forward-looking statements. Factors that may influence or contribute to the inaccuracy of the forward-looking statements, or cause actual results to differ materially from current expectations, include, among other things, those listed under “Item 1A—Risk Factors” in our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 13, 2026, and in our other reports filed with the SEC. Given these uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. We disclaim any obligation to update the forward-looking statements contained in this Report to reflect any new information or future events or circumstances, or otherwise, except as required by law.

Item 1. Financial Statements

CIMG Inc.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	June 30,			September 30,
	December 31,			September 30,
	2025			~~2024~~2025
ASSETS
Current assets:
Cash & cash equivalent	$	35,958		$	464,222
Cash and cash equivalent	$	45,356		$	137,287
Accounts receivable, net		751,~~630~~385,960			-55,258
Inventories, net		~~11,882,544~~157			411,~~548~~893,~~035~~318
Assets Held for Sale-Current		-			10,736
Prepaid expenses and other current assets		1,850,651			4,948,022
Prepaid expenses and other current assets		1,248,957			382,648
Other Receivables - Related Parties		208,714			92,457
Total current assets		133,~~243~~490,~~089~~838			517,~~405~~126,~~641~~342
Non-current assets:
Property and equipment, net		21,~~318~~988			2,~~268~~200
Right-of-use asset - operating lease		612,~~395~~927			9920,~~746~~340
Intangible assets, net		571,~~500~~396			802,~~000~~201
Total non-current assets		66,213			182,014
Digital assets		63,978,821			57,024,465
Total assets	$	13,309,302		$	5,587,655
Total non-current assets		63,995,132			57,049,206
Total assets	$	67,485,970		$	74,175,548
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	12,~~628~~864,~~598~~751		$	21,~~240~~464,~~337~~144
Short term loan		~~433~~452,~~512~~764			1447,~~920,507~~164
Current portion of lease liability - operating lease		36,~~476~~445			~~100~~13,~~962~~346
Convertible Notes		-			1,063,624
Convertible note-related party		-			1,838,041
Convertible Note-related party		-			319,220
Other payables-related party		612,939			211,475
Convertible Note		-			319,220
Advance Received		780,649			105,653
Other payables-related party		39,000			7,500
Other current liabilities		3,941,470			22,250,590
Other current liabilities		567,399			586,173
Tax payable		2,394,591			1,314,686
Total current liabilities		211,~~671~~053,~~985~~609			627,~~238~~645,~~323~~099
Total liabilities	$	211,~~671~~051,~~985~~607		$	627,~~238~~645,~~323~~099
Stockholders’ equity:
36,397,418 and 4,978,245 shares issued and outstanding as of June 30, 2025 and September 30 2024, respectively		364			50
15,483,382 and 9,825,704 shares of Common Stock issued and outstanding as of December 31, 2025 and September 30, 2025, respectively*		156			99
Additional paid in capital		96,353,118			81,260,605
Additional paid-in capital		161,961,688			132,531,653
Subscription receivable		(616,474	)		-
Accumulated deficit		(106,705,592	)		(87,228,118	)
Accumulated deficit		(85,335,700	)		(82,344,722	)
Accumulated other comprehensive income		416,217			431,598
Accumulated other comprehensive income		254,766			433,399
Total shareholders’ equity of the Company		55,672,469			45,735,232
Total shareholders’ equity of the Company		10,656,074			(650,668	)
Non-controlling interests		759,892			795,217
Non-controlling interests		(18,757	)		-
Total stockholders’ equity		56,432,361			46,530,449
Total stockholders’ equity		10,637,317			(650,668	)
Total liabilities and stockholders’ equity	$	67,485,970		$	74,175,548
Total liabilities and stockholders’ equity	$	13,309,302		$	5,587,655

* On December 5, 2025, the Company effected a 1-for-20 reverse stock split (the “Reverse Stock Split”) of its issued and outstanding shares of Common Stock, par value $0.00001 per share. The ~~accompanying~~ ~~notes~~Reverse ~~are~~Stock anSplit ~~integral~~has ~~part~~reduced the number of ~~these~~shares ~~unaudited~~of ~~consolidated~~Common ~~financial~~Stock ~~statements~~as of September 30, 2025 from 196,514,084 shares to 9,825,704 shares, and corresponding retroactive adjustments have been made to all the data for the listed period.

2The accompanying notes are an integral part of these consolidated financial statements.

CIMG Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended June 30, 2025			Three Months Ended June 30, 2024			Nine Months Ended June 30, 2025			Nine Months Ended June 30, 2024
	Three Months Ended			Three Months Ended
Revenues, net	$	61,578		$	366,888		$	84,431		$	1,641,955
	December 31, 2025			December 31, 2024
Cost of sales		(56,445	)		(513,101	)		(63,819	)		(1,820,140	)
Revenues, net	$	15,768,796		$	22,853
Gross profit(loss)		5,133			(146,213	)		20,612			(178,185	)
Cost of sales		(15,679,685	)		(7,374	)
Operating expenses		(1,117,290	)		(1,335,371	)		(3,387,725	)		(4,748,076	)
Gross profit		89,111			15,479
Loss from operations		(1,112,157	)		(1,481,584	)		(3,367,113	)		(4,926,261	)
Operating expenses		(2,046,352	)		(1,517,758	)
Other income		48,506			335,838			452,142			412,580
Loss from operations		(1,957,241	)		(1,502,279	)
Loss from equity method investment		-			(1,666	)		-			(3,789	)
Fair value variation		(17,502,596	)		-
Other expense		(4,546	)		(44,913	)		(54,866	)		(145,140	)
Other income		74,115			9,047
Loss on acquisition of subsidiary		(45	)		-			(20,210	)		-
Loss from equity method investment		-			-
Interest expense, net		-			(109	)		-			(1,277	)
Other expense		(125,150	)		(43,017	)
Net loss from continuing operations		(1,068,242	)		(1,192,434	)		(2,990,047	)		(4,663,887	)
Interest expense, net		-			-
Losses caused by the termination of business		-			(98,086	)		-			(429,175	)
Net loss from continuing operations		(19,510,872	)		(1,536,249	)
Loss from disposition of discontinued operations		-			(149,677	)		-			(149,677	)
Income Tax		-			-
Net Loss	$	(1,068,242	)	$	(1,440,197	)	$	(2,990,047	)	$	(5,242,739	)
Net loss	$	(19,510,872	)		(1,536,249	)
Non-controlling interest		~~931~~(33,398	)		-			~~931~~			-
Net loss attributable to CIMG Inc.		(119,~~069~~477,~~173~~474	)		(1,~~440~~536,~~197~~249	)		~~(2,990,978~~	)		~~(5,242,739~~	)
Basic and diluted loss per common share	$	(01.0343	)	$	(0.9217	)	$	~~(0.16~~	)	$	~~(3.91~~	)
Basic and diluted weighted average number of common stock outstanding		32,195,220			1,561,410			18,226,016			1,341,059
Basic and diluted weighted average number of Common Stock outstanding		13,601,997			8,982,676

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

*The discrepancy in financial data as of June 30, 2024 is due to the split of discontinued operations. (Refer to “Note 6. Discontinued operations”)4

CIMG Inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(UNAUDITED)

	Three Months Ended June 30, 2025			Three Months Ended June 30, 2024
	Three Months Ended			Three Months Ended
Net loss attributable to CIMG Inc.	$	(1,069,173	)	$	(1,440,197	)
	December 31, 2025			December 31, 2024
Foreign currency translation		75,922			(16,309	)
Net loss attributable to CIMG Inc.	$	(19,477,474	)	$	(1,536,249	)
Total other comprehensive (loss)/income net of tax		75,922			(16,309	)
Foreign currency translation to CIMG Inc.		(15,381	)		(192,038	)
Comprehensive loss to CIMG Inc.	$	(993,251	)	$	(1,456,506	)
Total other comprehensive income net of tax to CIMG Inc.		(15,381	)		(192,038	)
Comprehensive loss to CIMG Inc.	$	(19,492,855	)	$	(1,728,287	)

	Nine Months Ended June 30, 2025			Nine Months Ended June 30, 2024
Net loss attributable to CIMG Inc.	$	(2,990,978	)	$	(5,242,739	)
Foreign currency translation		(178,633	)		34,257
Total other comprehensive (loss)/income net of tax		(178,633	)		34,257
Comprehensive loss to CIMG Inc.	$	(3,169,611	)	$	(5,208,482	)

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

~~The accompanying notes are an integral part of these unaudited consolidated financial statements.~~5

CIMG Inc.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

	Shares		Amount		capital					deficit			income			interest			Total
	Common Stock				Additional paid-in		Accumulated			Accumulated Other Comprehensive			Non-controlling
					Additional								Accumulated Other			Non-
	Shares*		Amount		capital		deficit			income			interests			Total
	Common Stock				paid-in		Subscription			Accumulated			Comprehensive			controlling
Balance September 30, 2025		9,825,704	$	99	$	132,531,653	$	(87,228,118	)	$	431,598		$	795,217		$	46,530,449
	Shares		Amount		capital		receivable			deficit			income			interests			Total
Common Stock issued for cash		416,667		4		1,999,996		-			-			-			2,000,000
Balance September 30, 2024		4,978,245	$	50	$	81,260,605		-		$	(82,344,722	)	$	433,399			-		$	(650,668	)
Common Stock compensation		363,970		4		1,163,972		-			-			-			1,163,976
Common Stock issued for cash		1,396,813		13		1,382,831		-			-			-			-			1,382,844
Issued private placement		3,595,000		36		16,177,464		-			-			-			16,177,500
Common stock compensation		800,000		8		523,672		-			-			-			-			523,680
Issued warrants		1,282,051		13		10,088,603		-			-			-			10,088,616
Issued private placement		3,508,769		35		1,999,965		-			-			-			-			2,000,000
Other comprehensive income		-		-		-		-			(15,381	)		(1,927	)		(17,308	)
Issued warrants		55,973		1		-		-			-			-			-			1
Net loss		-		-		-		(19,477,474	)		-			(33,398	)		(19,510,872	)
Foreign currency translation		-		-		-		-			-			(192,038	)		-			(192,038	)
Balance December 31, 2025		15,483,392	$	156	$	161,961,688	$	(106,705,592	)	$	416,217		$	759,892		$	56,432,361
Net loss		-		-		-		-			(1,536,249	)		-			-			(1,536,249	)
Balance December 31, 2024		10,739,800	$	107	$	85,167,073		-		$	(83,880,971	)	$	241,361			-		$	1,527,570
Common Stock issued for cash		19,457,618		195		9,999,805		(438,701	)		-			-			-			9,561,299
Foreign currency translation		-		-		-		-			-			(62,517	)		-			(62,517	)
Acquisition of subsidiary		-		-		-		-			-			-			(19,374	)		(19,374	)
Net loss		-		-		-		-			(385,556	)		-			-			(385,556	)
Balance March 31, 2025		30,197,418		302		95,166,878		(438,701	)		(84,266,527	)		178,844			(19,374	)		10,621,422
Common Stock issued for cash		-		-		-		438,701			-			-			-			438,701
Issued private placement		6,000,000		60		1,068,042		(616,474	)		-			-			-			451,628
Common stock compensation		200,000		2		118,198		-			-			-			-			118,200
Foreign currency translation		-		-		-		-			-			75,922			(261	)		75,661
Acquisition of subsidiary		-		-		-		-			-			-			(53	)		(53	)
Net loss		-		-		-		-			(1,069,173	)		-			931			(1,068,242	)
Balance June 30, 2025		36,397,418		364		96,353,118		(616,474	)		(85,335,700	)		254,766			(18,757	)		10,637,317

	Shares		Amount		capital			deficit			income				Total
	Common Stock				Additional paid-in			Accumulated			Accumulated Other Comprehensive
	Shares		Amount		capital			deficit			income				Total
	Shares*		Amount		capital			deficit			income				Total
Balance September 30, 2023		748,644	$	8	$	74,925,843	-	$	(73,371,987	)	$	120,493		-	$	1,674,357
Balance September 30, 2024		248,912	$	2	$	81,260,653		$	(82,344,722	)	$	433,399			$	(650,668	)
Common Stock issued for cash		~~488~~69,~~750~~841		51		1,~~277~~382,~~113~~843			-			-				1,~~277~~382,~~118~~844
Stock option expense		-		-		11,505			-			-				11,505
Common Stock compensation		40,000		1		523,679			-			-				523,680
Issued private placement		46175,~~800~~438		-2		~~129~~1,~~662~~999,998			-			-				~~129~~2,~~662~~000,000
Foreign currency translation		-		-		-			-			42,408				42,408
Issued warrants		2,799		1		-			-			-				1
Net loss		-		-		-	-		(2,148,611	)		-		-		(2,148,611	)
Other comprehensive income		-		-		-			-			(192,038	)			(192,038	)
Balance December 31, 2023		1,284,194	$	13	$	76,344,123	-	$	(75,520,598	)	$	162,901		-	$	986,439
Net loss		-		-		-			(1,536,249	)		-				(1,536,249	)
Stock option expense		-		-		54,443			-			-				54,443
Balance December 31, 2024		536,990	$	6	$	85,167,173		$	(83,880,971	)	$	241,361			$	1,527,570
Issued private placement		14,220		-		29,994			-			-				29,994
Foreign currency translation		-		-		-			-			8,158				8,158
Net loss		-		-		-	-		(1,653,931	)		-		-		(1,653,931	)
Balance March 31, 2024		1,298,414		13		76,428,560	-		(77,174,529	)		171,059		-		(574,897	)
Balance		1,298,414		13		76,428,560	-		(77,174,529	)		171,059		-		(574,897	)
Common Stock issued for cash		1,089,020		11		1,819,988			-			-				1,819,999
Stock option expense		-		-		17,791			-			-				17,791
Foreign currency translation		-		-		-			-			(16,309	)			(16,309	)
Net loss		-		-		-	-		(1,440,197	)		-		-		(1,440,197	)
Balance June 30, 2024		2,387,434		24		78,266,339	-		(78,614,726	)		154,750		-		(193,613	)
Balance		2,387,434		24		78,266,339	-		(78,614,726	)		154,750		-		(193,613	)

~~The accompanying~~* ~~notes~~Corresponding ~~are~~retroactive anadjustments ~~integral~~have ~~part~~been ofmade ~~these~~to ~~unaudited~~all ~~consolidated~~the ~~financial~~data ~~statements~~for the listed period to reflect the Reverse Stock Split.

5The accompanying notes are an integral part of these consolidated financial statements.

CIMG Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended			Nine Months Ended
	Three Months Ended			Three Months Ended
	June 30, 2025			June 30, 2024
	December 31, 2025			December 31, 2024
Operating activities:
Net loss from continuing operations	$	(2,990,047	)	$	(5,242,739	)
Net loss	$	(19,510,872	)	$	(1,536,249	)
Losses caused by the termination of business		-			(429,175	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		23,095			142,107
Fair value variation		17,502,596			-
Noncash lease expense		93,351			308,788
Depreciation and amortization		1,017			7,771
Stock option expense		-			83,739
Noncash lease expense		7,413			41,349
Bad debt expense		-			24,049
Common Stock compensation		1,163,976			523,680
Equity Incentive		641,880			-
Loss from equity method investment		-			3,789
Loss on acquisition of subsidiary		20,210			-
Change in operating assets and liabilities:
Accounts receivable		(621,~~032~~330,702	)		~~103,688~~-
Inventories		(711,~~278~~893,~~644~~161	)		(~~164~~60,~~341~~272	)
Prepaid expenses and other current assets		~~(860~~3,~~895~~097,370	)		~~173~~91,~~142~~487
Other assets		-			4,707
Other receivables - related party		(116,257	)		-
Accounts payable		(691,619	)		564,335
Digital assets		(24,456,951	)		-
Deferred income		-			(354,668	)
Accounts payable		1,400,607			(420,136	)
Lease liability – operating lease		(97,486	)		(383,542	)
Other payables-related party		401,464			-
Accrued expenses and other current liabilities		(31,506	)		-
Accrued Interest		5,600
Other non-current liabilities		-			37,229
Lease liability - operating lease		(6,901	)		(42,659	)
Net cash used in operating activities		(11,233,693	)		(4,270,542	)
Accrued expenses and other current liabilities		1,420,781			56,248
Discontinued Operations:
Net cash used in operating activities		(8,527,698	)		(1,338,781	)
Depreciation from discontinued operations		-			3,690
Changes in operating assets and liabilities		-			737,063
Cash flows generated from discontinued business operations		-			311,578
Investing activities:
Purchase of equipment		-			(310,342	)
Proceeds from disposal of equipment		10,736			-
Cash received from the acquisition of subsidiaries		8,956			-
Net cash provided by/( used in) investing activities		19,692			(310,342	)
Financing activities:
Repayment of loans		(1,486,996	)		(429,933	)
Repayment from loans		-			(1,486,996	)
Repayment of finance lease		-			(25,224	)
Proceeds from issuance of convertible notes		-			678,308
Borrowings from loans		-			398,754
Proceeds from issuance of Common Stock, exercise of stock options		8,453,075			2,000,000
Proceeds from sales of future receipts		-			195,001
Net cash provided by financing activities		8,453,075			1,191,312
Repayment of equipment finance		-			(31,626	)
Effect of foreign exchange on cash		(17,308	)		(192,038	)
Proceeds from equipment finance		-			262,893
Net change in cash		(91,931	)		(339,507	)
Proceeds from issuance of convertible note		-			320,000
Cash, beginning of period		137,287			464,222
Proceeds from private placement		2,451,628			1,659,655
Cash, end of period	$	45,356			124,715
Proceeds from issuance of common stock, ATM offering, net of issuance cost		10,000,000			1,277,118
Net cash provided by (used in) financing activities		10,964,632			3,626,638
Effect of foreign exchange on cash		(178,895	)		34,257
Net change in cash		(428,264	)		(608,411	)
Cash, beginning of period		464,222			982,869
Cash, end of period	$	35,958		$	374,458
Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	~~1,416~~-
Cash paid for taxes		-		$	~~3,048~~-
Subscription receivable		616,474			-
Noncash investing and financing activities:
Deferred Stock Offering cost accrued ROU assets and liabilities added during the period	$	-			32,092

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

CIMG Inc.

~~NOTES~~Notes TOto ~~CONSOLIDATED~~Consolidated ~~FINANCIAL~~Financial ~~STATEMENTS~~Statements (unaudited)

~~(Unaudited)~~December 31, 2025

June 30, 2025

1. ORGANIZATION

CIMG Inc. is(the a“Company”) ~~company~~is incorporated in the State of Nevada and has been listed on the Nasdaq Stock Market since June 2020. The WeCompany ~~were~~was formerly known as “Nuzee, Inc.”, with a ~~previous~~the ticker symbol “NUZE”, and we changed ~~our~~its corporate name and ticker symbol to “CIMG Inc.” and “IMG” , respectively, in October 2024. We previously focused on specialty coffee and related technologies but are now expanding our sales and distribution channels in Asia to encompass a broader range of consumer food and beverage products. This expansion is fueled by our online sales platform, which leverages a natural language search function.

~~CIMG,~~The ~~our~~Company ~~holding~~previously ~~company,~~focused oron ~~DZR~~specialty ~~Tech,~~coffee ~~its~~products ~~subsidiary~~and ~~incorporated~~related intechnologies. ~~Hong~~It ~~Kong,~~is orcurrently ~~Wewin,~~expanding ~~our~~its ~~subsidiary~~sales ~~incorporated~~and distribution channels in ~~Florida,~~Asia ~~may~~to ~~transfer cash~~encompass toa ~~our~~broader ~~PRC~~range ~~subsidiaries,~~of ~~Beijing~~consumer ~~Zhongyan~~food and beverage products, ~~through~~supported ~~capital~~by ~~injections~~its ~~and~~online ~~intra-group~~sales ~~loans~~platform that incorporates a natural language search function.

OnCIMG ~~March 10, 2025, Zhongyan Shangyue Technology Co~~Inc., ~~Ltd.~~its ~~(“Zhongyan”),~~Hong ~~CIMG~~Kong ~~Inc.’s wholly-owned~~ subsidiary, ~~entered~~DZR ~~into~~Tech aLimited, ~~Business~~and ~~Cooperation Intent~~its ~~Agreement (the “Agreement”) with Shanghai Huomao Cultural Development Co~~U.~~, Ltd~~S. ~~(“Huomao”).~~subsidiary ~~Pursuant to~~Wewin ~~the~~Technology ~~Agreement,~~LLC ~~the~~may ~~three~~transfer ~~shareholders~~cash ~~of Huomao intend~~ to ~~transfer~~the ~~an aggregate of 51%~~Company’s ofPRC ~~their~~subsidiaries ~~equity~~through ~~interest~~capital incontributions ~~Huomao~~and tointercompany ~~Zhongyan in exchange for 200~~loans,~~000 shares~~ ~~of Common Stock. The Common Stock shall be~~ subject to aapplicable ~~six-month~~regulatory ~~lock-up period~~requirements.

On ~~March~~January 2113, 2025, ~~Zhongyan~~the Company established a wholly- owned subsidiary, ~~Henan~~in ~~Zhongyan~~Singapore, ~~Shangyue~~CIMG ~~Technology~~PTE. CoLTD. ~~Ltd~~ (“~~Henan~~Singapore ~~Zhongyan~~CIMG”).

On March 2710, 2025, Zhongyan ~~entered~~Shangyue ~~into~~Technology Co., Ltd. (“Beijing Zhongyan”), a ~~Business~~wholly ~~Cooperation~~owned ~~Intent~~subsidiary ~~Agreement~~of (the ~~“Agreement”)~~Company, acquired ~~with~~51% ~~Xilin~~of ~~Online~~the ~~(Beijing)~~equity ~~E-commerce~~interests in Shanghai Huomao Cultural Development Co., Ltd. (“~~Beijing~~Shanghai ~~Xilin~~Huomao”). ~~Pursuant~~Shanghai toHuomao ~~the Agreement, certain shareholders of Beijing~~holds ~~Xilin intend to transfer an aggregate of 51~~90% of ~~their~~the equity ~~interest~~interests in ~~Beijing~~Guizhou ~~Xilin~~Zhutai toHuomao ~~Zhongyan~~Liquor Industry Co., Ltd. (“Zhutai”).

On March 3121, 2025, ~~the~~Beijing ~~Company~~Zhongyan ~~completed~~established ~~its~~a ~~acquisition~~wholly ofowned ~~Beijing Xilin~~subsidiary, ~~along~~Henan ~~with~~Zhongyan ~~the~~Shangyue ~~necessary~~Technology ~~business~~Co., ~~registration~~Ltd. ~~updates~~(“Henan ~~in China~~Zhongyan”).

On ~~April~~March 2227, 2025, ~~the~~Beijing Zhongyan entered into a business cooperation intent agreement with Xilin Online (Beijing) E-commerce Co., Ltd. (“Beijing Xilin”), pursuant to which certain shareholders of Beijing Xilin intended to transfer an aggregate of 51% of their equity interests to Beijing Zhongyan. The Company completed ~~its~~the acquisition of ~~Huomao~~Beijing Xilin on March 31, ~~along~~2025, ~~with~~following completion of the ~~necessary~~required business registration ~~updates~~procedures in China.

2.On ~~BASIS~~April OF22, ~~PRESENTATION~~2025, ~~AND~~the ~~SUMMARY~~Company OFcompleted ~~SIGNIFICANT~~the ~~ACCOUNTING~~acquisition ~~POLICIES~~of Shanghai Huomao, together with the related business registration updates.

~~Basis~~On August 1, 2025, Beijing Zhongyan entered into a business cooperation intent agreement with Shenzhen Zhimeng Qiyang Technology Co., Ltd. (“Zhimeng”), pursuant to which certain shareholders of ~~Preparation~~Zhimeng agreed to transfer an aggregate of 51% of their equity interests to Beijing Zhongyan. The transfer was completed on August 1, 2025, and the related business registration change was approved on September 29, 2025.

~~The~~On ~~accompanying~~September ~~unaudited~~3, ~~consolidated financial statements of CIMG~~2025, ~~Inc.~~Beijing ~~and~~Zhongyan ~~subsidiaries~~established ~~(“the~~a ~~Company”)~~wholly ~~have~~owned ~~been~~subsidiary, ~~prepared in~~Beijing ~~conformity~~Zhongyan ~~with~~Shangyue ~~accounting~~Holdings ~~principles generally accepted in the United States of America (“U~~Co.S. GAAP”) for interim financial reporting and should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended September 30, ~~2024~~Ltd. Certain information or footnote disclosures normally included in the annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (“~~SEC~~Beijing Shangyue”). In the opinion of the Company’s management, these financial statements include all normal and recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods presented. However, the results of operations included in such financial statements may not necessarily be indicative of future or annual results.

~~Principles~~On ofSeptember ~~Consolidation~~16, 2025, Henan Zhongyan established a wholly owned subsidiary, Henan Nuanyou Agricultural Science and Technology Co., Ltd..

~~The~~On ~~Company~~September ~~prepares~~23, ~~its~~2025, ~~financial~~DZR ~~statements~~Tech onLimited ~~the~~acquired ~~basis~~Braincon ofLimited ~~accounting.~~(“Braincon ~~The~~HK”) ~~accompanying~~and ~~consolidated~~its ~~financial~~subsidiary, ~~statements~~Beijing ~~include~~Xin ~~the accounts~~Miao ofShi ~~the~~Dai Technology ~~Company~~Development ~~and~~Co., ~~its~~Ltd. ~~wholly~~(“Beijing ~~owned subsidiaries~~Xinmiao”). ~~All~~DZR ~~significant~~Tech ~~intercompany~~Limited ~~accounts,~~holds ~~balances~~100% ~~and~~of ~~transactions~~the ~~have~~equity ~~been eliminated~~interests ~~upon~~in ~~consolidation~~Braincon Limited.

~~Earnings~~On ~~per~~December ~~Share~~8, 2025, Beijing Zhongyan established a wholly owned subsidiary, Shenzhen Zhixi Yunjie Technology Co., Ltd. (“Zhixi Yunjie”).

~~Basic earnings~~On ~~per~~February ~~common~~4, share is equal to net earnings or loss divided by the weighted average of shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options2026, ~~warrants~~Beijing ~~and~~Xinmiao ~~other commitments~~established toa ~~issue~~wholly-owned ~~common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. As of June 30~~subsidiary, ~~2025~~Foshan ~~and~~Dingyue ~~June~~Technology ~~30, 2024, the total number of common stock equivalents was 25,798,750 and 225,225, respectively, and composed of stock options and warrants~~Co. ~~Due to the Company’s net loss for the periods presented~~, ~~all common stock equivalents were anti-dilutive and therefore excluded from the calculation of diluted net loss per share~~Ltd.

7On February 5, 2026, Beijing Zhongyan established a wholly-owned subsidiary, Foshan Lintai Technology Co., Ltd.

Going Concern and Capital Resources

Since its inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and technical staff, acquiring operating assets, raising capital and the commercialization and manufacture of its single serve coffee products. As of June 30, 2025, the Company had cash of $35,958 and working capital of $10,571,104.

The Company anticipates that it will need to raise additional capital immediately in order to continue to fund its operations. There is no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds the Company might raise will enable the Company to complete its initiatives or attain profitable operations. Additionally, management’s strategic plans include expanding into new markets.

Management has evaluated the Company’s ability to continue as a going concern under ASC 205-40, Presentation of Financial Statements - Going Concern, and considered its financial condition, projected cash flows, obligations due within 12 months, and sources of liquidity.

While we understand that the ability of the Company to continue as a going concern is dependent upon its ability to successfully execute its new business strategy and eventually attain profitable operations, the consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the Company’s consolidated financial statements as of June 30, 2025 have been prepared on a going concern basis.

Use of Estimates

In preparing these consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company places its cash with high quality banking institutions. From time to time, the Company may or may not maintain cash balances at certain institutions in excess of the Federal Deposit Insurance Corporation limit.

Accounts Receivable, net

Trade accounts receivable is periodically evaluated for collectability based on past credit history with customers and their current financial condition. Bad debts expense or write offs of receivables are determined on the basis of loss experience, known and inherent risks in the receivable portfolio and current economic conditions. The Company recorded an allowance for credit loss of $Nil and $3,450,141 as of both June 30, 2025, and September 30, 2024 respectively.

SCHEDULE OF ACCOUNTS RECEIVABLES

	June 30, 2025		September 30, 2024
Accounts receivable	$	75,630	$	3,450,141
Less: allowance for credit loss		-		(3,450,141	)
Total accounts receivable	$	75,630	$	-

~~Assets~~2. ~~Held~~BASIS ~~for~~OF ~~Sale-Current~~PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

As2.1 ofBASIS ~~June~~OF ~~30, 2025 and September 30, 2024, assets held for Sale-Current were $Nil and $10,736. This is mainly the equipment planned for sale.~~PREPARATION

~~SCHEDULE~~The summary OFof ~~ASSETS~~significant ~~HELD~~accounting ~~FOR~~policies ~~SALE~~ presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects and have been consistently applied in preparing the accompanying financial statements.

	June 30, 2025		September 30, 2024
Assets Held for Sale		-		214,709
Current Assets Held for Sale		-		214,709
Property and equipment asset impairment		-		(203,973	)
Total		-		10,736

2.2 PRINCIPLES OF CONSOLIDATION

~~Major~~The ~~Customers~~Company’s consolidated financial statements include the financial statements of the Company and entities controlled by the Company and its subsidiaries.

InA ~~the~~subsidiary ~~nine~~is ~~months~~an ~~ended~~entity ~~June~~in 30which the Company, ~~2025~~directly ~~and~~or ~~2024~~indirectly, ~~revenue~~controls ~~was~~more ~~primarily~~than ~~derived~~one ~~from~~half ~~major~~of ~~customers~~the ~~disclosed~~voting ~~below~~powers; or has the power to appoint or remove the majority of the members of the board of directors; or to cast a majority of votes at the meeting of directors; or has the power to govern the financial and operating policies of the investee under a statute or agreement among the shareholders or equity holders.

~~SCHEDULE~~All intercompany OFtransactions ~~REVENUE~~and BYbalances ~~MAJOR~~among ~~CUSTOMERS~~ the Company and its subsidiaries have been eliminated upon consolidation.

~~Nine~~2.3 ~~months~~NON-CONTROLLING ~~ended June 30, 2025:~~INTERESTS

Customer Name	Sales Amount		% of Total Revenue			Accounts Receivable Amount		% of Total Accounts Receivable
Customer XG	$	47,289		56	%		-		-
Customer LXM		13,524		16	%		-		-

For the Company’s non-whole-owned subsidiaries, a non-controlling interest is recognized to reflect the portion of equity that is not attributable, directly or indirectly, to the Company. Non-controlling interests are classified as a separate line item in the equity section of the Company’s consolidated balance sheets and have been separately disclosed in the Company’s consolidated statements of operations and comprehensive (loss)/income to distinguish the interests from that of the Company.

~~Nine~~2.4 ~~months~~EARNINGS ~~ended~~PER ~~June 30, 2024:~~SHARE

Customer Name		Sales Amount				% of Total Revenue				Accounts Receivable Amount				% of Total Accounts Receivable
Customer CL		$	1,142,865				70	%		$	138,246				37	%

Basic earnings per common share are calculated by dividing net income or loss attributable to common shareholders by the weighted-average number of shares of Common Stock outstanding during the period.

~~Lease~~Diluted earnings per common share reflect the potential dilution that could occur if securities or other contracts to issue Common Stock, such as stock options, warrants, or equity awards, were exercised or vested and resulted in the issuance of Common Stock that would share in the earnings of the Company. Potentially dilutive securities are excluded from the calculation of diluted earnings per share when their effect would be anti-dilutive.

InOn ~~February~~December ~~2016~~5, 2025, the ~~FASB~~Company ~~issued~~effected ~~ASU~~a ~~No. 2016~~1-~~02,~~for-20 ~~Leases~~reverse ~~(Topic~~stock ~~842),~~split toof ~~provide~~its ~~guidance~~issued onand ~~recognizing~~outstanding ~~lease~~shares ~~assets~~of ~~and~~Common ~~lease~~Stock, ~~liabilities~~par value on$0.00001 ~~the~~per ~~consolidated~~share. ~~balance~~All ~~sheet~~share and ~~disclosing~~per-share ~~key~~amounts ~~information~~presented ~~about~~in ~~leasing~~the ~~arrangements,~~consolidated ~~specifically~~financial ~~differentiating~~statements ~~between~~and ~~different types~~accompanying ofnotes ~~leases.~~have ~~The~~been retrospectively ~~Company~~adjusted ~~implemented~~to ~~ASU~~reflect ~~No.~~the ~~2016-02~~Reverse onStock ~~October 1, 2019~~Split.

~~The Company conducts a quarterly analysis of leases to determine if there are any operating leases that require recognition under ASC 842~~2.5 ~~The~~GOING ~~Company~~CONCERN ~~has~~AND aCAPITAL long-term operating lease for office and manufacturing space in Plano, Texas. The leased property in Plano, Texas, has a remaining lease term through June 2024 and Tenancy terminated. The Company did not apply the recognition requirements of ASC 842 to operating leases with a remaining lease term of 12 months or less.CONSIDERATIONS

InThe ~~May~~Company ~~2022,~~has ~~the~~incurred ~~Company~~recurring ~~renewed~~losses ~~the~~and ~~office~~negative ~~and~~cash ~~manufacturing~~flows ~~space~~from inoperations ~~Vista,~~since ~~California~~inception. ~~through~~As ~~June~~of 30December 31, 2025, ~~which~~the ~~was~~Company ~~scheduled to expire~~had oncash ~~January~~of 31$45,356 ~~2023.~~and ~~The~~negative ~~lease~~working ~~has~~capital ~~a monthly base rent~~ of $87,~~451~~562,771. ~~plus~~The ~~common~~Company ~~area~~expects ~~expenses.~~that ~~Along~~it ~~with~~will ~~the~~need ~~extension,~~to weraise ~~leased~~additional ancapital ~~additional~~immediately ~~1,796~~to ~~square~~continue ~~feet~~funding ~~that~~its ~~has~~operations. aThere ~~monthly~~can ~~base~~be ~~rent~~no ofassurance ~~$2,514~~that ~~through~~such ~~June~~financing 30will be available on acceptable terms, ~~2025~~or at all.

As of December 31, 2025, the Company held 730 Bitcoin with a carrying amount of $63,978,821. While these digital assets may be monetized, their value is subject to significant market volatility, and they do not represent committed or assured sources of financing.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date the consolidated financial statements are issued.

Management’s plans to address these conditions include raising additional equity or debt financing and executing its revised business strategy. However, as of the issuance date of these consolidated financial statements, management’s plans have not alleviated the substantial doubt about the Company’s ability to continue as a going concern.

The consolidated financial statements have been prepared on a going concern basis and do not include any adjustments that might result from the outcome of this uncertainty.

~~The Company leased a new larger office and manufacturing space in Seoul, Korea beginning November 15, 2021, through November 15, 2023~~2. ~~The~~6 ~~lease~~USE ~~has~~OF ~~a monthly expense of $7,040. Accordingly, we have added ROU Assets and Lease Liabilities related to those leases as of September 30, 2023.~~ESTIMATES

~~Effective~~In ~~September~~preparing 1,these ~~2024~~consolidated financial statements, wemanagement ~~have~~is ~~leased~~required ato ~~principal~~make ~~office~~estimates ~~space~~and ~~located~~assumptions atthat ~~16097~~affect ~~Poppyseed~~the ~~Cir,~~reported amounts ~~Unit~~of ~~1904,~~assets ~~Delray~~and ~~Beach~~liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. Areas where management uses subjective judgment include, ~~Florida~~but are not limited to valuation of inventories and inventory impairment, ~~33484~~fair value measurements of digital assets, ~~which~~assessment of goodwill weimpairment, ~~lease~~allowance for $3credit losses,~~500~~ ~~per~~recoverability ~~month~~of ~~until~~deferred ~~August~~tax 31assets, ~~2025~~and the recognition and measurement of revenue. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Actual results could differ from those estimates.

~~The lease in San On Street, Tuen Mun, Hong Kong has a term of 12 months from December 18, 2024 to December 17, 2025 at a rate of RMB 4,167 ($594) per month~~2. ~~The lease is a short-term lease which has a lease term of 12 months and does not include an option to purchase the~~7 ~~underlying~~FAIR ~~asset.~~VALUE ~~The Company did not recognize ROU assets or lease liabilities for short term leases.~~MEASUREMENTS

AsThe ofCompany ~~June~~applies 30the fair value measurement guidance in ASC 820, ~~2025~~Fair Value Measurements, which defines fair value as the ~~Company’s~~price ~~operating~~that ~~leases~~would be ~~had~~received to sell an asset or paid to transfer a ~~weighted~~liability ~~average~~in ~~remaining~~an ~~lease~~orderly ~~term~~transaction ofbetween 1market ~~years~~participants ~~and~~at athe ~~weighted-average~~measurement ~~discount~~date. ~~rate~~ASC of820 5%establishes ora ~~7.5%.~~fair ~~Other~~value ~~information~~hierarchy ~~related~~that toprioritizes ~~our~~the ~~operating~~inputs ~~leases~~used isin asvaluation ~~follows:~~techniques and requires disclosures of fair value measurements by hierarchy level.

~~SCHEDULE~~The fair OFvalue ~~OTHER~~hierarchy ~~INFORMATION~~prioritizes ~~RELATED~~quoted TOprices ~~OPERATING~~in ~~LEASE~~ active markets for identical assets or liabilities (Level 1) as the highest priority and unobservable inputs (Level 3) as the lowest priority. Valuation techniques used to measure fair value include the market approach, the income approach, and the cost approach.

ROU Asset – October 1, 2024	$	99,746
ROU Asset added during the period		-
Amortization during the period		(93,351	)
ROU Asset – June 30, 2025	$	6,395
Lease Liability – October 1, 2024	$	100,962
Lease Liability added during the period		-
Amortization during the period		(97,486	)
Lease Liability – June 30, 2025	$	3,476
Lease Liability – Short-Term	$	3,476
Lease Liability – Long-Term		-
Lease Liability – Total	$	3,476

The classification of an asset or liability within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The three levels of the fair value hierarchy are as follows:

~~The~~Level ~~table~~1 ~~below~~— ~~reconciles~~Quoted ~~the~~prices ~~fixed~~(unadjusted) ~~component of the undiscounted cash flows~~ for ~~each~~identical ofassets ~~the~~or ~~first five years and the total remaining years to the lease~~ liabilities ~~recorded~~in onactive ~~the Consolidated Balance Sheet as of June 30, 2025:~~markets.

~~Amounts~~Level ~~due~~2 ~~within~~— ~~twelve~~Inputs ~~months~~other ofthan ~~June~~quoted 30prices included in Level 1 that are observable for the asset or liability,~~2025~~ either directly or indirectly.

~~SCHEDULE~~Level 3 OF— ~~FUTURE~~Unobservable ~~MINIMUM~~inputs ~~RENTAL~~that ~~PAYMENTS~~reflect ~~FOR~~the ~~OPERATING~~Company’s ~~LEASES~~ own assumptions.

2025	$	3,541
2026		-
Total Minimum Lease Payments		3,541
Less Effect of Discounting		65
Present Value of Future Minimum Lease Payments		3,476
Less Current Portion of Operating Lease Liabilities		3,476

The Company measures certain assets and liabilities at fair value on both a recurring and non-recurring basis, including digital assets and financial instruments with embedded features, when applicable. The carrying amounts of cash, accounts receivable, accounts payable, accrued expenses, other payables, convertible notes and other current liabilities approximate their fair values due to the short-term maturities of these instruments.

~~For~~2.8 ~~nine~~CASH ~~months~~AND ~~ended~~CASH ~~June 30, 2025, the Company had the following cash and non-cash activities associated with our leases:~~EQUIVALENTS

~~SCHEDULE~~The OFCompany ~~CASH~~considers ~~AND~~cash ~~NON-CASH~~on ~~ACTIVITIES~~hand OFand ~~LEASES~~ demand deposits to be cash. Highly liquid investments with original maturities of three months or less at the date of purchase are considered cash equivalents, provided such investments are readily convertible to known amounts of cash and are subject to insignificant risk of changes in value. The Company did not hold any cash equivalents as of December 31, 2025 and 2024.

Operating cash outflows from operating leases:		$	105,664
Financing cash outflows from finance lease:		$	10,093

2.9 ACCOUNTS RECEIVABLES, NET

Accounts receivables are recorded at invoiced amounts and are evaluated periodically for collectability. The Company estimates an allowance for credit losses based on historical loss experience, the creditworthiness of customers, known and inherent risks in the receivable portfolio, and current economic conditions. Accounts receivables are written off against the allowance for credit losses when they are deemed uncollectible.

~~Business~~2.10 ~~Combinations~~INVENTORIES, NET

OnInventories, consisting ~~March~~primarily ~~31,~~of ~~2025,~~raw ~~the~~materials ~~Company~~and ~~acquired~~finished agoods ~~51%~~held ~~controlling interest~~for inproduction ~~Xilin~~and ~~Online~~sale, ~~(Beijing)~~are ~~E-commerce~~stated Coat the lower of cost or net realizable value., ~~Ltd~~Inventory ~~(“Beijing~~cost ~~Xilin”)~~is ~~for~~determined nousing ~~consideration~~the weighted-average cost method. The ~~transaction~~Company ~~was~~reviews ~~accounted for~~inventory aslevels on a ~~business~~quarterly ~~combination~~basis and ~~under~~records ~~ASC~~inventory ~~805.~~valuation ~~The~~allowances ~~fair~~or ~~value~~write-downs, ofas ~~the~~necessary, ~~identifiable~~to reflect net ~~assets~~realizable ~~acquired~~value ~~was~~based aon ~~net~~factors ~~liability~~such ~~position~~as ofinventory aging, ~~$39~~historical and forecasted demand,~~538~~ and market conditions.

~~The Company acquired 51% of Beijing Xilin, while Noncontrolling Interest (NCI) represents the remaining 49%~~2. ~~NCI was measured based on its proportionate share of the net liabilities, resulting in a~~11 ~~negative~~FOREIGN ~~NCI~~CURRENCY ~~of $19,374 recognized within the equity section of the consolidated balance sheet.~~TRANSLATION

The financial ~~Company~~position ~~recognized~~and aresults ~~loss~~of onoperations ~~acquisition~~of each of ~~$20,164,~~the Company’s foreign subsidiaries are measured using the foreign subsidiary’s ~~representing~~local ~~its~~currency ~~proportionate~~as ~~share~~the ~~(51%)~~functional currency. Revenues and expenses of each such subsidiary have been translated into U.S. dollars at average exchange rates prevailing during the ~~net~~period. Assets and liabilities ~~assumed~~have been translated at the rates of exchange on the balance sheet date. ~~This~~The ~~amount~~resulting ~~was~~translation gain and loss adjustments are recorded indirectly ~~the~~as ~~consolidated~~a ~~statement~~separate component of stockholders’ equity, ~~operations~~unless ~~under~~there ~~“Loss~~is ona ~~acquisition”~~sale or complete liquidation of the underlying foreign investment.

OnTransaction ~~April~~gains ~~22,~~and ~~2025,~~losses ~~the~~that ~~Company~~arise ~~acquired~~from aexchange ~~51%~~rate ~~controlling~~fluctuations ~~interest~~on intransactions ~~Shanghai~~denominated ~~Huomao~~in ~~Cultural Development Co., Ltd. (“Huomao”) for no consideration. The transaction was accounted for as~~ a ~~business~~currency ~~combination~~other ~~under~~than ~~ASC~~the ~~805.~~functional ~~The fair~~currency ~~value~~are ofincluded in the ~~identifiable~~results ~~net~~of ~~assets~~operations ~~acquired~~as ~~was a net liability position of $98~~incurred.

~~The Company acquired 51% of Huomao, while non-controlling Interest (NCI) represents the remaining 49%~~2. ~~NCI was measured based on its proportionate~~12 ~~share~~REVENUE ~~of the net liabilities, resulting in a negative NCI of $53 recognized within the equity section of the consolidated balance sheet.~~RECOGNITION

The Company ~~recognized~~adopted aASC ~~loss~~Topic on606, ~~acquisition~~Revenue offrom ~~$45~~Contracts with Customers (“ASC 606”). Under ASC 606, ~~representing~~the Company recognizes revenue when its ~~proportionate~~customer ~~share~~obtains control of promised goods or services, in an amount that reflects the consideration expected to be received in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (~~51%~~i) ofidentify the ~~net~~contract(s) ~~liabilities~~with ~~assumed~~a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price, including variable consideration, if any; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The ~~This~~Company ~~amount~~only applies the five-step model to contracts when it is probable that the Company will collect the consideration to which ~~was~~it ~~recorded~~is entitled in exchange for the ~~consolidated~~goods ~~statement~~or services it transfers to the customer. Once a contract is determined to be within the scope of ~~operations~~ASC ~~under~~606 ~~“Loss~~at oncontract ~~acquisition”~~inception, the Company reviews the contract to determine which performance obligations it must deliver and which of these performance obligations are distinct. The Company recognizes as revenue the amount of the transaction price that is allocated to each performance obligation when that performance obligation is satisfied or as it is satisfied.

NoThe ~~goodwill~~Company orprimarily ~~bargain~~generates ~~purchase~~revenue ~~gain~~from ~~was~~the trading and sale of goods. Revenue from product revenue is recognized aswhen the ~~fair~~Company ~~value~~satisfies its ofperformance ~~net~~obligation ~~assets~~by ~~acquired~~transferring ~~was~~control ~~negative~~of ~~and~~the nogoods ~~consideration~~to ~~was~~the ~~transferred. The~~customer, ~~Company~~which ~~concluded~~generally ~~that~~occurs ~~the~~upon ~~acquired~~delivery, ~~set~~when oftitle ~~activities~~and risk ~~constitutes~~of aloss ~~business~~pass ~~under~~to ~~ASC~~the ~~805-10-20~~customer.

~~Foreign~~For ~~Currency~~its ~~Translation~~product trading activities, the Company acts as the principal, as it controls the goods prior to transfer to the customer, bears inventory risk, and has discretion in establishing pricing. Accordingly, product revenue is recognized on a gross basis.

~~The~~For ~~financial~~service ~~position~~arrangements, ~~and results of operations of each of~~ the Company’s ~~foreign~~evaluates ~~subsidiaries~~whether ~~are~~it ~~measured~~controls ~~using~~ the ~~foreign subsidiary’s~~services ~~local~~prior ~~currency~~to astransfer ~~the~~to ~~functional currency. Revenues and expenses of each such subsidiary have been translated into U.S. dollars at average exchange rates prevailing during~~ the ~~period~~customer. ~~Assets~~When ~~and liabilities have been translated at~~ the ~~rates of~~Company ~~exchange on the balance sheet date. The resulting translation gain and loss adjustments are recorded directly as a separate component of stockholders’ equity, unless there~~ is ~~a sale or complete liquidation of the underlying foreign investment. The~~determined ~~foreign currency translation adjustment attributable~~ to ~~CIMG~~be ~~Inc. was recorded in other comprehensive (loss)/income in~~ the ~~amounts of $(178~~principal,~~633) and~~ ~~$34,257 for~~service ~~the~~revenue ~~nine~~is ~~months~~also ~~ended~~recognized ~~June~~on ~~30,~~a ~~2025~~gross ~~and 2024, respectively~~basis.

Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency.

Revenue Recognition

In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (Topic 606) “Revenue from Contracts with Customers.” Topic 606 supersedes the revenue recognition requirements in Topic 605 “Revenue Recognition” (Topic 605). The new standard’s core principle is that an entity will recognize revenue at an amount that reflects the consideration to which the entity expects to be entitled in exchange for transferring goods or services to a customer. The principles in the standard are applied in five steps: 1) Identify the contract(s) with a customer; 2) Identify the performance obligations in the contract; 3) Determine the transaction price; 4) Allocate the transaction price to the performance obligations in the contract; and 5) Recognize revenue when (or as) the entity satisfies a performance obligation. We adopted Topic 606 as of October 1, 2018 on a modified retrospective basis. The adoption of Topic 606 did not have a material impact on our consolidated financial statements, including the presentation of revenues in our Consolidated Statements of Operations.

Per ASC 606-10-32-2, an entity shall consider the terms of the contract and its customary business practices to determine the transaction price. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties (for example, some sales taxes). The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both.

Per ASC 606-10-25-23 An entity shall recognize revenue when (or as) the entity satisfies a performance obligation by transferring a promised good or service (that is, an asset) to a customer.

~~Per ASC 606-10-55-37 An entity is a principal if it controls the specified good or service before that good or service is transferred to a customer~~2. ~~However, an entity does not necessarily control a specified good if the entity obtains legal title to that good only momentarily~~13 ~~before~~RETURN ~~legal~~AND ~~title~~EXCHANGE is transferred to a customer. An entity that is a principal may satisfy its performance obligation to provide the specified good or service itself or it may engage another party (for example, a subcontractor) to satisfy some or all of the performance obligation on its behalf.POLICY

~~ASC~~All ~~606-10-55-38~~products Anare ~~entity~~inspected isand ansecurely ~~agent~~packaged ifprior ~~the~~to ~~entity’s~~shipment ~~performance obligation is~~ to ~~arrange~~help ~~for~~ensure ~~the~~that ~~provision~~customers ofreceive ~~the~~products ~~specified~~in ~~good or~~satisfactory ~~service by another party~~condition. Customers Anmay ~~entity~~return ~~that~~products isif anthey ~~agent~~are ~~does~~ not ~~control the specified good or service provided by another party before that good or service is transferred to the customer. When (or as) an entity that is an agent satisfies a performance obligation~~satisfied, ~~the entity recognizes revenue~~ in ~~the amount of any fee or commission to~~ which itcase ~~expects~~the toCompany bewill ~~entitled~~provide inan exchange ~~for arranging for the specified goods~~ or ~~services~~refund toof ~~be provided by~~ the ~~other~~purchase price, ~~party. An entity’s fee or commission might be the~~ net ~~amount~~ of ~~consideration that~~shipping ~~the~~charges. ~~entity~~Return ~~retains~~policies ~~after~~for ~~paying~~wholesale ~~the~~customers ~~other~~vary ~~party the consideration received~~ in ~~exchange~~accordance ~~for~~with the ~~goods~~terms orof ~~services~~their torespective ~~be provided by that party~~agreements.

~~Return~~Under certain customer agreements, the Company provides chargebacks, pursuant to which the Company reimburses customers for a portion of the costs incurred to advertise and ~~Exchange~~promote ~~Policy~~the Company’s products. The Company estimates and accrues such chargebacks based on contractual terms and historical experience. Chargebacks and returns, when applicable, are recorded as reductions of revenue and reflected in net sales.

All products are thoroughly inspected and securely packaged before they are shipped to ensure buyers receive the best possible product. If for any reason buyers are unsatisfied with the products, they can return them, and the Company will exchange or refund the purchase minus any shipping charges. For ~~wholesale customers, return policies vary based on their specific agreements with customers. Under chargebacks~~ ~~agreements with~~ the ~~customers,~~three the Company agrees to reimburse the seller for a portion of the costs incurred by the seller to advertise and promote certain of the Company’s products. The Company estimates, accrues and recognizes such chargebacks. These amounts are included in the determination of net sales. For nine months ended ~~June~~December 3031, 2025 and 2024, the Company ~~has~~did nonot record any material sales allowances ~~for~~related to estimated ~~chargebacks~~ ~~and~~ product returns, ~~respectively~~or chargebacks.

~~Accounts~~2.14 ~~payable~~COST ~~and accrued expenses~~RECOGNITION

AsThe ofCompany ~~June~~is ~~30,~~engaged ~~2025~~in the trading of goods and ~~September~~the 30provision of related services, ~~2024~~with its cost of revenue covering products under the Maca Product Series, the ~~accounts~~Homology ~~payable~~of ~~are~~Medicine ~~$482~~and Food Series,~~000~~ and ~~$1,098,582~~the ~~respectively~~Computing Power Product Series.

AsFor ofthe ~~June~~Maca 30Product Series, ~~2025~~which ~~and~~consists ~~September~~of ~~30,~~plant-based ~~2024~~products, the ~~accrued~~Company ~~expenses~~operates ~~are~~a ~~$1,146,598~~trading model whereby it procures Maca raw materials and ~~$1,141,755~~engages ~~respectively,~~third-party itprocessors ~~mainly~~for ~~includes~~production. Costs recognized for this product series primarily include the ~~accrued~~purchase ~~expenses~~cost of ~~Nuzee~~Maca raw ~~single-serving~~materials, ~~coffee~~packaging costs, freight and ~~DRIPKIT~~logistics ~~products~~costs, and other directly attributable processing-related expenses.

~~Accounts~~For ~~payable~~the Homology of Medicine and ~~accrued~~Food ~~expenses~~Series, the Company operates as ofa ~~June~~trading 30intermediary, ~~2025~~ and ~~September~~the ~~30,~~cost ~~2024~~of ~~are~~revenue asprimarily ~~follows:~~comprises the procurement cost of finished goods purchased from third-party suppliers.

~~SCHEDULE~~For the OFComputing ~~ACCOUNTS~~Power ~~PAYABLE~~Product Series, the Company provides technical services supported by the procurement of equipment and development ~~AND~~services. ~~ACCRUED~~The ~~EXPENSES~~ cost of revenue mainly consists of technical development service fees and equipment purchase costs incurred in connection with the delivery of such services.

	June 30, 2025		September 30, 2024
Accounts payable		482,000		1,098,582
Accrued expenses		1,146,598		1,141,755
Total		1,628,598		2,240,337

2.15 PROPERTY AND EQUIPMENT, NET

~~Other~~Property ~~current~~and ~~liabilities~~equipment are stated at cost and depreciated over their estimated useful lives, with accumulated depreciation and impairment losses recorded as reductions of carrying amounts. Depreciation is computed using the straight-line method over the following estimated useful lives:

As of June 30, 2025 and September 30, 2024, the other current liabilities are $567,399 and $586,173 respectively. It mainly includes the finance leasing of equipment and the payment for the goods.

	-	Office equipment: 3 years
	-	Machinery and other equipment: 5 years

~~Cost~~2.16 ~~Recognition~~LONG LIVED ASSETS

The ~~Maca~~Company ~~Series~~tests ~~products~~long-lived ~~are~~assets ~~pure~~or ~~plant~~asset ~~products~~groups ~~that~~for werecoverability ~~purchase~~when ~~maca~~events ~~raw~~or ~~materials~~changes ~~and~~in ~~entrust~~circumstances toindicated ~~process~~that their carrying amount may not be recoverable. ~~Therefore~~Circumstances which could trigger a review include, but are not limited to: significant decreases in the market ~~raw~~price ~~materials~~of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly ~~comprise~~in excess of the ~~procurement~~amount ~~cost~~originally expected for the acquisition or construction of ~~maca,~~the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the ~~packaging~~use ~~cost~~of the asset; and a current expectation that the asset will more likely than not be sold or disposed significantly before the end of ~~goods,~~its estimated useful life. Recoverability is assessed based on the ~~freight~~carrying ~~cost~~amount of ~~goods~~the asset and sothe onsum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances.

Operating expenses

For the nine months ended June 30, 2025, the operating expenses were $3,387,725. This mainly includes personnel costs of $908,134, sales and marketing expenses of $202,847, depreciation and amortization of $23,197, professional services such as lawyers, auditors and consultants of $1,941,625, travel expenses of $77,892, office expenses of $196,351 and other expenses of $37,679.

For the nine months ended June 30, 2024, the operating expenses were $4,748,076. It primarily comprised of personnel costs, selling and marketing expenses, depreciation and amortization, insurance expenses, professional services, travel and office expenses, etc. In some cases, the Company bears shipping costs for shipping customer orders, and shipping and handling costs are recorded under operating expenses in the consolidated statement of operations.

~~Other~~2.17 ~~income~~INTANGIBLE ASSETS

~~For~~Intangible ~~the~~assets ~~nine~~with ~~months~~finite ~~ended~~useful ~~June~~lives ~~30,~~that ~~2025,~~are ~~the~~acquired ~~other~~are ~~income~~carried ~~was~~at ~~$452,142~~cost less accumulated amortization and accumulated impairment losses. Amortization Itexpense is ~~mainly~~recognized ~~because~~on a straight-line basis over the estimated useful lives of the ~~settlement~~intangible assets. The estimated useful lives and ~~forgiveness~~amortization method are reviewed at the end of ~~account~~each reporting period, with the effect of any changes in estimates being accounted ~~payable~~for on a prospective basis. The Company have finite useful life intangible assets related to acquired tradename and software.

~~For~~2.18 ~~the~~DIGITAL ~~nine months ended June 30, 2024, the other income was $412,580. It is mainly because of the rental income.~~ASSETS

~~Other~~The ~~Expense~~Company’s digital assets consist solely of Bitcoin. Digital assets are initially recorded at cost and subsequently remeasured at fair value in accordance with ASU 2023-08. Changes in fair value are recognized in earnings each reporting period.

~~Other~~The ~~expense~~fair value of ~~$54,866~~Bitcoin ~~and~~is ~~$145~~determined using quoted prices in active markets on Binance,~~140~~ ~~for~~which the ~~nine~~Company ~~months~~has ~~ended~~determined ~~June~~to ~~30,~~be ~~2025~~its ~~and~~principal market. ~~2024,~~Fair ~~respectively,~~value ~~primarily~~measurements ~~includes~~of ~~write~~digital ~~off~~assets are classified within Level 1 of ~~deferred~~the fair value hierarchy. Changes in fair value are ~~financing~~recognized ~~costs~~in ~~and~~the ~~sublease~~consolidated ~~expense.~~statements of operations within “Fair value variation”

~~Prepaid~~The ~~expenses~~Company ~~and~~applies ~~other~~the ~~current~~first-in, first-out (FIFO) method to determine the cost basis of digital assets disposed of, if any.

~~Prepaid~~2.19 ~~expenses~~INCOME ~~and other current assets for the nine months ended June 30, 2025 and September 30, 2024 is as follows:~~TAXES

SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS

	June 30, 2025		September 30, 2024
Prepaid expenses	$	88,893	$	197,217
Other current assets		1,160,064		185,431
Total	$	1,248,957	$	382,648

The Prepaid expenses and other current assets balance of $1,248,957 as of June 30, 2025 primarily consists of deposit, Barcode fee, a retainer for professional services, employee petty cash advances, and input VAT pending certification for deduction.

Inventory, net

Inventories, net, consisting principally of raw materials and finished goods held for production and sale, is stated at the lower cost or net realizable value, cost being determined using the weighted average cost method. The Company reviews inventory levels at least quarterly and records a valuation allowance when appropriate. On June 30, 2025, the carrying value of inventory of $11,882,544.

SCHEDULE OF INVENTORY

	June 30, 2025		September 30, 2024
Raw materials	$	11,744,380	$	4,490,728
Finished goods	$	138,164		57,307
Total	$	11,882,544	$	4,548,035

Property and Equipment, net

Property and equipment are stated at cost, net of accumulated depreciation. Office equipment is depreciated over a 3-year life, furniture over a 7-year life, and other equipment over a 5-year life. Depreciation expense for nine months ended June 30, 2025 and 2024 was $12,832 and $119,607, respectively. Property and equipment as of June 30, 2025 and September 30, 2024 consist of:

SCHEDULE OF PROPERTY AND EQUIPMENT

	June 30, 2025			September 30, 2024
Machinery & Equipment	$	15,150		$	1,465,566
Vehicles		-			57,431
Less - Accumulated Depreciation		(12,832	)		(1,127,820	)
Less-Impairment on Property and Equipment		-			(214,709	)
Disposal of property and equipment		-			(178,200	)
Net Property and Equipment	$	2,318		$	2,268

The Company is required to make deposits or prepayments and progress payments on equipment purchases before the Company receives possession and title. As a result, the Company accounts for such payments as Other Assets until it has possession at which time the equipment is recorded as Property and Equipment. There were no such deposits as of June 30, 2025 or September 30, 2024.

Samples

The Company distributes samples of its products as a component of its marketing program. Costs for samples are expensed at the time the samples are produced and recorded under operating expenses in the consolidated statements of operations.

Long-Lived Assets

The Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicated that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and a current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances.

Intangible assets

Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter. We have identifiable useful life intangible assets related to acquired Dripkit tradename and customer relationships. We evaluate these intangible assets annually for impairment, and when indications of potential impairment exist. The management uses considerable judgment to determine key assumptions, including projected revenue, projected costs, marketing expenses and projected profits, etc. This kind of analysis requires important estimates and judgments, including the estimation of future cash flows, which depends on internal forecasts, the estimation of the long-term growth rate of our business, the estimation of the useful life of the cash flows that will occur, customer churn, and the determination of our weighted average cost of capital. We confirm that for nine months ending June 30, 2025, we recorded impairment losses related to trademarks at $Nil. These impairment losses are included in our statement of operations. After including the above impairments, as of June 30, 2025 and September 30, 2024, the Company’s intangible assets related to trademarks were $57,500 and $80,000 respectively.

Income Taxes

In accordance with ASC 740 - Income Taxes, the provision for income taxes is computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

14The Company also follows the guidance related to accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority.

~~The Company also follows the guidance related to accounting for income tax uncertainties~~2. ~~In accounting for uncertainty in income taxes,~~20 ~~the~~RELATED Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. No liability for unrecognized tax benefits was recorded as of June 30,2025 and September 30, 2024.PARTIES

United States

CIMG Inc. and Wewin are incorporated in the United States and is subject to U.S. federal corporate income tax at a rate of 21%. CIMG Inc. and Wewin had no taxable income for the periods presented; therefore, no provision for income taxes is required.

Hong Kong

DZR Tech are incorporated in Hong Kong. Under the two-tiered profits tax rates regime in Hong Kong, the first HK$2 million of profits of the qualifying group entity will be taxed at 8.25%, and profits above HK$2 million will be taxed at 16.5%. DZR Tech had no taxable income for the periods presented; therefore, no provision for income taxes is required.

People’s Republic of China

Zhongyan and Beijing Xilin are incorporated in P.R. China. Under Enterprise Income Tax Law, the statutory income tax rate is 25%. Zhongyan and Beijing Xilin had no taxable income for the periods presented; therefore, no provision for income taxes is required.

SCHEDULE OF INCOME TAX EXPENSE BENEFIT

	Nine Months Ended June 30, 2025			Nine Months Ended June 30, 2024
Current income tax expense		-			-
Deferred income tax expense		-			-
Total income tax expense		-			-
Loss before income tax	$	(2,990,046	)		(5,242,739	)
Tax benefit at statutory U.S. federal rate (21%)		(627,910	)		(1,100,975	)
Non-deductible expenses		(4,244	)		-
Foreign rate differential		(72,170	)		68,916
Change in valuation allowance		704,324			1,032,059
Income tax expense	$	-			-

For the nine months ended June 30, 2025 and 2024, the Company incurred losses and generated net operating loss (“NOL”) carry forwards. However, due to uncertainty surrounding the Company’s ability to realize these deferred tax assets, a full valuation allowance was recorded, resulting in no income tax benefit being recognized in the periods presented.

Related parties

A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

152.21 STOCK BASED COMPENSATION

We account for share-based awards issued to employees in accordance with Accounting Standards Codification (ASC) 718, “Compensation-Stock Compensation.” Accordingly, employee share-based payment compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period, which is normally the vesting period. Share-based compensation to directors is treated in the same manner as share-based compensation to employees, regardless of whether the directors are also employees. In June 2018, the FASB issued ASU 2018-07 which simplifies several aspects of the accounting for non-employee transactions by stipulating that the existing accounting guidance for share-based payments to employees (accounted for under ASC Topic 718, “Compensation-Stock Compensation”) will also apply to non-employee share-based transactions (accounted for under ASC Topic 505, “Equity”). The Company implemented ASU 2018-07 on October 1, 2019 and the impact of the implementation was not material to the financial statements.

WeDuring ~~account~~the ~~for~~year, ~~share-based~~the ~~awards~~Company issued toan ~~employees~~aggregate inof ~~accordance~~50,000 ~~with~~shares ~~Accounting~~of ~~Standards~~Common ~~Codification (ASC) 718, “Compensation-~~Stock ~~Compensation”.~~ ~~Accordingly,~~under ~~employee~~the ~~share-based~~2024 ~~payment~~Equity ~~compensation~~Incentive isPlan, ~~measured~~consisting atof ~~the grant date~~40,000 shares ~~based~~issued on ~~the~~December ~~fair~~24, ~~value~~2024 ~~of the~~and ~~award~~10,000 ~~and~~shares isissued ~~recognized~~on asApril ~~an expense over the requisite service period~~22, ~~which is normally the vesting period~~2025. ~~Share-based~~These ~~compensation to~~amounts ~~directors~~reflect ~~is treated in~~ the ~~same~~impact ~~manner as share-based compensation to employees, regardless~~ of ~~whether~~ the ~~directors are also employees. In June 2018, the FASB issued ASU 2018~~1-~~07 which simplifies several aspects of the accounting~~ for ~~non~~-~~employee~~20 ~~transactions by stipulating~~reverse ~~that~~stock ~~the existing accounting guidance for share-based payments to employees (accounted for under ASC Topic 718~~split, ~~“Compensation-Stock Compensation”) will also apply to non-employee share-based transactions (accounted for~~ under ~~ASC~~which ~~Topic 505, “Equity”). The Company implemented ASU 2018-07 on October~~ 1,000,000 ~~2019~~shares ~~and~~issued ~~the~~prior ~~impact~~to of the ~~implementation~~stock ~~was~~split ~~not~~were ~~material~~retroactively adjusted to ~~the~~50,000 ~~financial statements~~shares.

~~For nine months ended June 30, 2025, the Company issued 1,000,000 shares of its common stock under the 2024 Equity Incentive Plan.~~13

~~Comprehensive~~2.22 ~~income~~COMPREHENSIVE INCOME/~~loss~~LOSS

Comprehensive income/loss is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income/loss are required to be reported in a financial statement that is presented with the same prominence as other financial statements. The Company’s current component of other comprehensive income/loss pertains to foreign currency translation adjustments.

~~Segment~~3. ~~Information~~CONCENTRATION AND RISKS

~~As of and for the nine months ended June 30, 2025, management has changed its internal reporting structure and identified a new chief operating decision maker~~3. ~~As a result, the Company now operates in a single reportable segment for all periods presented, which is the commercialization~~1 ~~and~~FOREIGN ~~development~~CURRENCY ofEXCHANGE ~~functional~~RATE ~~beverages.~~RISK

The ~~comparative~~Company’s ~~segment~~operating ~~information~~transactions ~~for~~are mainly denominated in RMB. RMB is not freely convertible into foreign currencies. The value of the ~~nine~~RMB ~~months~~is ~~ended~~subject ~~June~~to 30changes by the central government policies and to international economic and political developments. In the PRC, ~~2024~~certain ~~has~~foreign ~~been~~exchange ~~recast~~transactions are required by law to ~~conform~~be transacted only through authorized financial institutions at exchange rates set by the People’s Bank of China (the “PBOC”). Remittances in currencies other than RMB by the Company in the PRC must be processed through PBOC or other PRC foreign exchange regulatory bodies which require certain supporting documents in order to effect the ~~current~~remittances. ~~period~~As ~~presentation~~of December 31, 2025 and 2024, the Company’s cash and cash equivalents denominated in RMB were RMB 212,146 (approximately $30,235), and RMB 536 (approximately $73), respectively, accounting for 66.66% and 0.06% of the Company’s total cash and cash equivalents.

~~SCHEDULE~~ 3.2 CONCENTRATION OF ~~SEGMENT~~CREDIT ~~INFORMATION~~ RISK

	Nine Months Ended June 30, 2025			Nine Months Ended June 30, 2024
Revenues, net	$	84,431		$	1,641,955
Cost of sales		(63,819	)		(1,820,140	)
Gross profit(loss)		20,612			(178,185	)
Operating expenses		(3,387,725	)		(4,748,076	)
Loss from operations		(3,367,113	)		(4,926,261	)
Other income		452,142			412,580
Loss from equity method investment		-			(3,789	)
Other expense		(54,866	)		(145,140	)
Interest expense, net		-			(1,277	)
Loss on acquisition		(20,210	)		-
Net loss from continuing operations		(2,990,047	)		(4,663,887	)
Losses caused by the termination of business		-			(429,175	)
Loss from disposition of discontinued operations		-			(149,677	)
Net Loss	$	(2,990,047	)	$	(5,242,739	)

The Company’s credit risk arises primarily from cash and cash equivalents, accounts receivable, other receivables from related parties, and other receivables included in prepaid expenses and other current assets. The carrying amounts of these financial instruments represent the Company’s maximum exposure to credit risk.

As of December 31, 2025, 70% of the Company’s cash and cash equivalents were held by major financial institutions located in China and Hongkong, the remaining 30% was held by financial institutions located in the United States. The Company believes that these financial institutions located in China, Hongkong and the United States of high credit quality. Accounts at each institution in the United States are insured by the Federal Deposit Insurance Corporation (FDIC) for up to $250,000. As of December 31, 2025, the Company had no cash balances at financial institutions in the United States in excess of the Federal Deposit Insurance Corporation limit.

Accounts receivable and other receivables are generally unsecured and arise in the ordinary course of business. Credit risk associated with these balances is mitigated through customer credit evaluations, ongoing monitoring of outstanding receivable balances, and the recognition of an allowance for expected credit losses based on historical experience, current conditions, and reasonable and supportable forecasts.

3.3 CONCENTRATION OF CUSTOMERS AND SUPPLIERS

For the three months ended December 31, 2025 and 2024, revenue was primarily derived from major customers disclosed below.

Three months ended December 31, 2025:

Customer Name	Sales Amount		% of Total Revenue			Accounts Receivable Amount		% of Total Accounts Receivable
Customer ZNF	$	11,981,591		75.98	%		-		-
Customer ZHXY	$	1,176,519		7.46	%		-		-

Three months ended December 31, 2024:

Customer Name		Sales Amount				% of Total Revenue				Accounts Receivable Amount				% of Total Accounts Receivable
Customer LXM		$	13,524				59	%		$	-				-

For the three months ended December 31, 2025 and 2024, inventory purchases, including purchases related to the Company’s trading of goods, were primarily made from the major suppliers disclosed below.

Three months ended December 31, 2025:

Supplier Name	Purchases Amount		% of Total Purchases
Supplier TTY	$	1,080,346		29.21	%
Supplier ACJN		766,343		20.72	%
Supplier SCNY		397,944		10.76	%
Supplier YFHYL		382,027		10.33	%

Three months ended December 31, 2024:

Supplier Name		Purchases Amount				% of Total Purchases
Supplier YKYM		$	2,058,300				100	%

4. NOTES TO THE CONSOLIDATED IN FINANCIAL STATEMENTS

4.1 ACCOUNTS RECEIVABLE, NET

As of December 31, 2025, the Company had gross accounts receivable of $1,385,960.

As of September 30, 2025, the Company’s accounts receivable totaled $55,258, net of an allowance for credit losses of $2,107.

	December 31, 2025		September 30, 2025
Accounts receivable	$	1,385,960	$	57,365
Less: allowance for credit losses		-		(2,107	)
Accounts receivable, net		1,385,960		55,258

4.2 INVENTORIES, NET

Inventories, net consisted of the following:

	December 31, 2025		September 30, 2025
Raw materials	$	-	$	12,799,608
Finished goods		157		154
Total inventories, gross		157		12,799,762
Less: inventory write-down		-		(906,444	)
Inventories, net		157		11,893,318

4.3 PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets as of December 31, 2025 and September 30, 2025 were comprised of the following:

	December 31, 2025		September 30, 2025
Prepaid expenses	$	291,445	$	197,217
Prepaid tax⁽¹⁾		1,286,205		-
Advances to suppliers⁽²⁾		1,458,569		-
Deferred equity issuance cost⁽³⁾		1,797,500		-
Other current assets		114,303		185,431
Total		4,948,022		382,648

(1)		Prepaid tax represents input value-added tax (“VAT”) paid in advance for which the related VAT invoices had not yet been received as of the reporting date. Subsequent to period end, the Company received a portion of the outstanding invoices, and management expects to obtain the remaining invoices within six months. Accordingly, management believes the prepaid tax balance is fully recoverable.

(2)		Advances to suppliers totaled $1,458,569, of which $1,404,745 related to a prepayment made to Daren (Beijing) Biomedical Technology Co., Ltd. for the procurement of inventory pursuant to a purchase agreement entered into during the year. Subsequent to September 30, 2025, the purchase agreement was mutually terminated, and the supplier refunded the full prepayment amount of $1,404,745 to the Company in November 2025. As of the date of these financial statements, no amounts remained outstanding related to this advance.

(3)		On July 1, 2025, the Company entered into a consulting agreement providing for total professional fees of $5.5 million in connection with the Company’s August 25, 2025 private placement financing of 500 bitcoins (aggregate consideration of $55,000,000). The consulting fee was payable in up to 220,000,000 shares of Common Stock. At the transaction date, the Company did not have sufficient authorized shares to issue the full 220,000,000 shares. Accordingly, 148,100,000 shares were issued on a pro-rate basis using the Company’s available authorized shares. The remaining 71,900,000 shares were subject to shareholder approval and an amendment to the Company’s Articles of Incorporation to increase the authorized share capital. As of September 30, 2025, $1,797,500 of the total $5.5 million consulting fee, representing the portion attributable to the 71,900,000 shares not yet issued and therefore had not been settled in equity. Accordingly, this amount was recorded as other current assets – deferred equity issuance costs.

~~Recent~~4.4 ~~Accounting~~PROPERTY ~~Pronouncements~~AND EQUIPMENT, NET

InProperty November 2023, the FASB issued ASU 2023-07, Segment Reporting-Improvements to Reportable Segment Disclosures. The amendments in this Update improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in this Update are effective for fiscal years beginning after December 15, 2023, and ~~interim~~equipment ~~periods~~consisted ~~within~~of ~~fiscal years beginning after December 15, 2024. Early adoption is permitted. A public entity should apply~~ the ~~amendments~~following inas this Update retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of ~~adoption. The Group adopted ASU 2023-07 in the consolidated financial statements for the year ended~~ December 31, ~~2024.~~2025 ~~(see~~and ~~Note~~September ~~Segment~~30, ~~Information)~~2025:

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which applies to all entities subject to income taxes. ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. For public business entities, ASU 2023-09 will be effective for annual periods beginning after December 15, 2024. For entities other than public business entities, the requirements will be effective for annual periods beginning after December 15, 2025. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of these accounting standard updates on its consolidated financial statements.

	December 31, 2025			September 30, 2025
Machinery & Equipment	$	30,910		$	30,910
Vehicles		-			-
Gross property and equipment		30,910			30,910
Less: accumulated depreciation		(28,922	)		(28,710	)
Less: reclassification to assets held for sale		-			-
Less: disposal of property and equipment		-			-
Net property and equipment		1,988			2,200

~~All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable~~4.5 LEASES

~~Discontinued~~In ~~Operations~~February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, Leases (Topic 842), which requires lessees to recognize right-of-use (“ROU”) assets and lease liabilities for most lease arrangements. The Company adopted ASC 842 effective October 1, 2019.

~~ASC~~The ~~205-20-45-10~~Company Inevaluates ~~the~~lease ~~period(s)~~arrangements ~~that~~on a ~~discontinued~~quarterly ~~operation~~basis isto ~~classified~~determine aswhether ~~held~~such ~~for~~arrangements ~~sale~~meet ~~and~~the ~~for~~definition ~~all~~of ~~prior~~a ~~periods~~lease ~~presented,~~and ~~the~~whether recognition of ROU assets and lease liabilities ofis ~~the~~required. ~~discontinued~~The ~~operation~~Company ~~shall~~elected bethe ~~presented~~short-term ~~separately~~lease inpractical ~~the~~expedient ~~asset~~for ~~and~~leases with ~~liability~~a ~~sections,~~term ~~respectively,~~ of ~~the statement~~12 ofmonths ~~financial~~or ~~position~~less and no purchase option.

~~ASC~~4.5.1 ~~205-20-45-3~~LEASES ~~The~~WITH ~~statement~~RECOGNISED inROU ~~which~~ASSETS ~~net~~AND ~~income~~LEASE of a business entity is reported or the statement of activities of a not-for-profit entity (NFP) for current and prior periods shall report the results of operations of the discontinued operation, including any gain or loss recognized in accordance with paragraph 205-20-45-3C, in the period in which a discontinued operation either has been disposed of or is classified as held for sale.LIABILITIES

~~The~~Vista, ~~Company~~California ~~has~~– ~~terminated~~Office ~~the sold business in accordance with ASC 205-20-45-10~~ and ~~ASC~~Manufacturing ~~205-20-45-3. Additional information on discontinued operations can be found in Note 6-discontinued operations.~~Space

~~Identified~~In ~~Intangibles~~May 2022, the Company renewed its office and ~~Goodwill~~manufacturing space lease in Vista, California, extending the lease term through September 30, 2025 (the prior lease was scheduled to expire on January 31, 2023). The lease provides for a monthly base rent of $8,451, plus common area maintenance charges. In connection with the renewal, the Company also leased an additional 1,796 square feet at a monthly base rent of $2,514 through March 31, 2025.

~~The~~Tuen ~~Company~~Mun, ~~identified~~Hong ~~tradename~~Kong ~~and~~– ~~customer~~Office relationships intangible assets. The tradename and customer relationships intangible assets will be amortized on a straight-line basis over their respective estimated useful lives. The goodwill recognized results from such factors as an assembled workforce and management’s industry know-how.Space

The Company leases office space on San On Street, Tuen Mun, Hong Kong, under a lease term from December 18, 2024 to December 17, 2026, at a monthly rent of RMB 4,167 (approximately $594). As this lease represents a continuation and renewal of an existing lease and the combined non-cancellable term exceeds 12 months, the Company recognized right-of-use asset and lease liabilities for the lease as a single arrangement.

Beijing, China – Office Space

Effective February 28, 2025, the Company entered into a lease for office space located at Room 303, 3rd Floor, Hongsheng Building, Beijing, China. The lease requires monthly rental payments of RMB 16,425 (approximately $2,301) and expires on March 31, 2026. As the lease term exceeds 12 months, the Company recognized right-of-use asset and lease liabilities related to this lease as of September 30, 2025.

Delray Beach, Florida – Principal Office

Effective September 1, 2024, the Company entered into a lease for its principal office space located at 16097 Poppyseed Circle, Unit 1904, Delray Beach, Florida 33484, for a monthly rent of $3,500. The lease term extended through August 31, 2025, and the lease was not renewed upon expiration.

34.5.2 ~~LOANS~~SHORT TERM LEASES

~~On February 15, 2024, Social E-commerce Co., Ltd. provided a short-term, interest-free loan to the Company. The loan,~~Boca ~~approved by the lender and serviced by Bill.com Capital 3~~Raton, ~~LLC~~Florida ~~through~~– ~~their~~Office ~~online platform, was intended to support the Company’s operations. As of June 30, 2025, the outstanding balance of this loan was $103,889.~~Space

OnEffective ~~April~~October 1810, ~~2024~~2025, ~~SOONCHA~~the ~~KIM~~Company ~~lent~~entered ~~the~~into ~~Company~~a ~~$320~~lease for office space located at 9127 Long Lake Palm Drive,~~000~~ ~~with~~Boca anRaton, ~~annual~~Florida ~~interest~~33496, with ~~rate~~monthly rental payments of 7%$2,500 through October 11, 2026. ~~The~~Because ~~outstanding~~the ~~balance~~lease onterm is 12 months or less, the ~~loan~~Company atelected ~~June~~the 30short-term lease practical expedient and, ~~2025~~accordingly, ~~amounted~~did not recognize a right-of-use asset or lease liability related to ~~$320,926~~this lease.

~~For nine months ended June 30~~Henan, ~~2025, ZHANG XIANG lent the Company $8,696 with an annual interest rate of 0%. The outstanding balance on the~~ ~~loan~~China at– ~~June~~Office ~~30, 2025 amounted to $8,697.~~Space

4The Company leases office space in Henan, China, with annual lease payments of approximately RMB 98,280 (approximately $13,804), payable in monthly installments of RMB 8,190 (approximately $1,150). The lease expires on August 14, 2026. Because the remaining lease term as ~~GEOGRAPHIC~~of ~~CONCENTRATIONS~~September 30, 2025 was less than 12 months, the Company elected the short-term lease practical expedient and did not recognize a right-of-use asset or lease liability related to this lease.

~~The~~As ~~Company~~of isDecember ~~organized~~31, ~~based~~2025, onthe ~~fundamentally~~Company’s ~~one~~operating ~~business~~leases ~~segment~~had ~~although it does sell its products on~~ a ~~world~~weighted-~~wide~~average ~~basis.~~remaining ~~The~~lease ~~Company is~~term ~~organized~~of inone ~~two~~year ~~geographical segments. The company jointly produces~~ and ~~sells~~a ~~its~~weighted-average discount ~~products~~rate inof ~~North~~3%. ~~America~~Other ~~and~~information ~~China.~~related ~~Information about~~to the Company’s ~~geographic~~operating ~~operations~~leases ~~for~~is ~~the nine months ended June 30, 2025, and 2024 are~~ as follows:

SCHEDULE OF GEOGRAPHICAL OPERATIONS

Right-of-Use Assets	Amount
ROU asset – September 30, 2025	$	20,340
ROU assets added during the year		-
Amortization during the period		(7,413	)
ROU asset – December 31, 2025	$	12,927

Geographic Concentration

Lease Liabilities	Amount
Lease liability – September 30, 2025	$	13,346
Lease liability added during the year		-
Reduction during the period		(6,901	)
Lease liability – December 31, 2025	$	6,445

	Nine Months Ended June 30, 2025		Nine Months Ended June 30, 2024
Lease Liabilities by Maturity	Amount
Net Revenue:
Lease Liability – Short-Term	$	3,502
North America	$	-	$	1,641,955
Lease Liability – Long-Term		7,101
P.R.C		84,431		-
Lease Liability – Total	$	10,603
Revenues, net	$	84,431	$	1,641,955

Property and equipment, net:	June 30, 2025		September 30, 2024
P.R.C		2,318		2,268
Property and equipment, net	$	2,318	$	2,268

The following table summarizes the Company’s operating lease cost, short-term lease cost, and related cash flow information for the year ended December 31, 2025:

5. RELATED PARTY TRANSACTIONS

Operating lease expenses	$	7,413
Short-term lease expenses		3,502
Cash paid for amounts included in the measurement of lease liabilities		7,101
Lease amortization		7,413
Interest portion		108

~~As of June 30, 2025, the directors of Wewin Technology LLC paid an administrative fee of $38,500 on behalf of CIMG INC~~4. ~~The company expects~~6 toINTANGIBLE ~~clear and repay this related-party transaction before September 30~~ASSETS, ~~2025.~~NET

6.The ~~DISCONTINUED~~following ~~OPERATIONS~~table summarizes the Company’s intangible assets as of December 31, 2025:

On June 7, 2024, the Company’s board of directors passed a resolution to sale (1) NuZee KOREA Ltd a company incorporated in Korea and a wholly-owned subsidiary of the Company; and (2) NuZee Investment Co., Ltd, a company incorporated in Japan and a wholly-owned subsidiary of the Company. The discontinuation of the business is primarily due to strategic considerations by the management regarding the company’s overall development, as well as the need to ensure administrative consistency.

	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Software		33,016		(31,620	)		1,396
Total		33,016		(31,620	)		1,396

The ~~losses~~following ~~from~~table ~~discontinued~~summarizes ~~operations~~the ~~for~~Company’s ~~nine~~intangible ~~months~~assets ~~ended~~as ~~June~~of September 30, 2025 ~~and 2024 are as follows~~:

SCHEDULE OF LOSSES FROM ASSET DISPOSAL OF DISCONTINUED OPERATIONS

	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Trademarks	$	140,000	$	(140,000	)	$	-
Software		33,016		(30,815	)		2,201
Total		173,016		(170,815	)		2,201

	Nine Months Ended		Nine Months Ended
	June 30, 2025		June 30, 2024
Revenue:
Service revenue	$	-	$	842,121
Cost of revenue		-		(773,534	)
Gross (loss)/profit		-		68,587
Operating expenses		-		(476,532	)
Operations Loss		-		(407,945	)
Other expense		-		(21,230	)
Loss from discontinued operations		-		(429,175	)
Losses from asset disposal of discontinued operations	$	-	$	(149,677	)

The software intangible asset was recognized as a result of the acquisition of Shenzhen Zhimeng. Amortization expense for intangible assets with finite useful lives was $805 and $80,550 for the years ended December 31, 2025 and September 30, 2025, respectively.

~~The~~4.7 ~~losses~~DIGITAL ~~from discontinued operations for three months ended June 30, 2025 and 2024 are as follows:~~ASSETS

	Three Months Ended		Three Months Ended
	June 30, 2025		June 30, 2024
Revenue:
Service revenue	$	-	$	157,440
Cost of revenue		-		(149,875	)
Gross (loss)/profit		-		7,565
Operating expenses		-		(106,480	)
Operations Loss		-		(98,915	)
Interest income (expense), net		-		829
Loss from discontinued operations		-		(98,086	)
Losses from asset disposal of discontinued operations	$	-	$	(149,677	)

The Company’s digital assets consist solely of Bitcoin. Digital assets are measured at fair value, with changes in fair value recognized in earnings for each reporting period. As of December 31, 2025, the company held 730 bitcoins, with a total value of $63,978,821.

74.8 ~~INTANGIBLE~~ACCOUNTS ~~ASSETS~~PAYABLE AND ACCRUED EXPENSES

~~Identifiable~~Accounts ~~life~~payable ~~intangible~~and ~~assets~~accrued expenses as of December 31, 2025 and September 30, 2025 were as follows:

As of June 30, 2025, the Company’s intangible assets consisted of unamortized tradename asset of $57,500 which is being amortized over five years from the date of acquisition at a rate of $30,000 per year.

	December 31, 2025		September 30, 2025
Accounts payable	$	1,788,527	$	429,322
Accrued expenses		1,076,224		1,034,822
Total		2,864,751		1,464,144

~~Amortization~~4.9 ~~expense~~SHORT ~~was~~TERM ~~$22,500 and $22,500 for nine months ended June 30, 2025 and 2024.~~LOANS

~~Amortization~~As ~~expense~~of ~~for~~December 31, 2025, the ~~next~~Company’s ~~four~~short-term ~~fiscal~~loans ~~years~~totaled is$452,764, asconsisting ~~follows~~of the following:

~~SCHEDULE~~(a) OFLoan ~~AMORTIZATION EXPENSE~~ due to Mr. Sooncha Kim

	Tradename Amortization
2025		7,500
2026		30,000
2027		20,000
Grand Total		57,500

An amount of $348,926 relates to a loan from Mr. Sooncha Kim, which is currently subject to ongoing litigation between the Company and Mr. Sooncha Kim. Repayment of this amount has been suspended pending the resolution of the litigation, and the ultimate repayment terms and timing, if any, will be determined based on the outcome of such proceedings.

(b) Loan due to Social E-Commerce Co., Ltd.

An amount of $103,838 represents a legacy liability incurred under previous management. This amount is contractually repayable on or before June 30, 2026. As of the date of these financial statements, no repayment has been made, and the balance remains outstanding.

Subsequent to December 31, 2025, no repayments have been made in respect of the above short-term loans. The balance due to Mr. Kim continues to be subject to ongoing litigation.

4.10 CONVERTIBLE NOTES

As of December 31, 2025 and September 30, 2025, the Company had outstanding unconverted convertible notes of approximately $Nil and $1,838,041, respectively.

For the three months ended December 31, 2025, $1,838,041 worth of convertible notes were converted into the Company’s Common Stock.

(a) Non-related party convertible notes

	December 31, 2025		September 30, 2025
Beginning balance	$	-	$	1,063,624
Issuance of convertible notes		-		10,144,186
Fair value adjustment		-		-
Conversion to Common Stock		-		(11,207,810	)
Ending balance		-		-

All non-related party convertible notes outstanding as of September 30, 2024 were fully converted into shares of the Company’s Common Stock on October 31, 2024.

(b) Related party convertible notes

	December 31, 2025			September 30, 2025
Beginning balance	$	1,838,041		$	319,220
Issuance of convertible notes		-			3,693,041
Fair value adjustment		-			-
Conversion to Common Stock		(1,838,041	)		(2,174,220	)
Ending balance		-			1,838,041

Key issuance and conversion events

(1) August 20, 2024 – The Company issued convertible notes with an aggregate principal amount of $1,300,000, of which $1,000,000 was subscribed by non-related parties and $300,000 by a related party. As of September 30, 2024, the Company recorded a fair value adjustment of $82,844 related to these notes.

October 31, 2024 – All holders of the August 2024 convertible notes elected to convert their notes into an aggregate of 1,396,813 shares of Common Stock. The shares were registered pursuant to the Company’s Form S-1 filed on November 29, 2024.

(2) December 12, 2024 – The Company issued convertible notes with an aggregate principal amount of $10,000,000, of which $8,145,000 was subscribed by non-related parties and $1,855,000 by a related party.

February 10, 2025 – The Company obtained shareholder approval for the issuance of shares underlying the notes and warrants.

March 18, 2025 – the investors submitted their respective conversion notices, upon which the Company issued 19,457,618 shares of Common Stock to the investors.

(3) August 21, 2025 – The Company entered into a convertible bond purchase agreement with certain non-U.S. investors to issue convertible notes with an aggregate principal amount of $4,000,000, at a conversion price of $0.24 per shares, subject to adjustment in accordance with the Notes.

During the year ended September 30, 2025, the non-related parties notes with a carrying value of $1,999,962 were converted into 8,333,333 shares of Common Stock.

October 30, 2025 – The remaining related party notes of 8,333,333 shares were issued subsequent to year-end and are disclosed as a subsequent event.

The convertible notes were measured at fair value, with changes in fair value recognized in fair value variation in the consolidated statements of operations.

4.11 OTHER CURRENT LIABILITIES

As of December 31, 2025 and September 30, 2025, other current liabilities amounted to $3,941,470 and $22,250,590, respectively.

Other current liabilities consisted of the following:

	December 31, 2025		September 30, 2025
Advances received for equity subscriptions⁽¹⁾	$	159,657	$	18,134,657
Provision for liabilities related to directors’ litigation⁽²⁾		222,062		222,062
Professional service fees payable – Bitcoin transaction⁽³⁾		3,333,579		3,663,269
Others		226,172		230,602
Total		3,941,470		22,250,590

(1)

Advances received for equity subscriptions

Advances received for equity subscriptions include $159,657 relating to a share subscription by Mr. Kim, and $17,975,000 representing subscription funds received in connection with Bitcoin-related investments.

The issuance of shares relating to Mr. Kim’s equity subscription has been placed on hold due to ongoing litigation between Mr. Kim and the Company. Management intends to resolve the equity subscription upon conclusion of the legal proceedings.

With respect to the Bitcoin-related equity subscriptions, on September 25, 2025, the Company’s board of directors approved an increase in the authorized number of the Common Stock from 200,000,000 to 600,000,000 shares. In October 2025, the Company amended its Articles of Incorporation to effect the increase. Following the amendment, 71,900,000 shares were issued and recorded as outstanding in the Company’s shareholder register.

(2)

Provision for liabilities related to directors’ litigation

The provision for liabilities related to directors’ litigation of $222,062 represents management’s estimate of costs associated with ongoing legal proceedings involving certain directors as of September 30, 2025.

(3)

Professional service fees payable – Bitcoin transaction

The professional service fees payable of $3,663,269 relate to a financial advisory services agreement executed on July 1, 2025, between the Company and Sunflower Tech Limited, in connection with a Bitcoin-related asset transaction with a total transaction value of $55.0 million. Under the agreement, the advisory fee is calculated at 10% of the transaction value, amounting to $5.5 million. As of December 31, 2025 and September 30, 2025, the remaining payable balances of the company were $3,333,579 and $3,663,269 respectively.

4.12 TAX PAYABLE

As of December 31, 2025 and September 30, 2025, taxes payable amounted to $2,394,591 and $1,314,686, respectively.

	December 31, 2025		September 30, 2025
VAT payable	$	2,391,483	$	1,311,578
Income tax payable		3,108		3,108
Total		2,394,591		1,314,686

4.13 OPERATING EXPENSES

For the three months ended December 31, 2025, the operating expenses were $2,046,352. This mainly included personnel costs of $1,271,874, sales and marketing expenses of $201,219, depreciation and amortization of $1,073, professional fees (including legal, audit, and consulting services) of $490,206, travel expenses of $27,294, office expenses of $33,890, and other operating expenses of $20,796.

For the three months ended December 31, 2024, the operating expenses were $1,517,758. This mainly included personnel costs of $617,824, sales and marketing expenses of $104,403, depreciation and amortization of $7,771, professional services such as lawyers, auditors and consultants of $642,125, travel expenses of $35,084, office expenses of $73,585 and other expenses of $36,966.

4.14 OTHER INCOME

For the three months ended December 31, 2025, other income was $74,115, primarily arising from the consulting services provided by the Company.

For the three months ended December 31, 2024, the other income was $9,047. It is mainly because of the write-off other payables.

4.15 OTHER EXPENSES

For the three months ended December 31, 2025, other expense was $125,150, primarily attributable to the cost expenditures corresponding to other income, the company’s financial expenses, and other factors.

For the three months ended December 31, 2024, other expense totaled $43,017, primarily included write off of deferred financing costs and sublease expense.

5. GEOGRAPHIC CONCENTRATIONS

The Company is organized based on fundamentally three business segments although it does sell its products on a world-wide basis. The Company is organized in two geographical segments. The Company jointly produces and sells its products in North America and China. Information about the Company’s geographic operations for the three months ended December 31, 2025, and 2024 are as follows:

Geographic Concentration

Net Revenue:	Three months ended December 31, 2025		Three months ended December 31, 2024
North America	$	-	$	-
P.R.C		15,768,796		22,853
		15,768,796		22,853

Property and equipment, net:	Three months ended December 31, 2025		Three months ended December 31, 2024
North America	$	-	$	-
P.R.C		1,988		1,997
		1,988		1,997

6. SEGMENT INFORMATION

FASB ASC Topic 280, “Segment Reporting” (“ASC 280”) establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.

The Company’s CODM has been identified as the Chief Financial Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, Management derived reportable segments based on business lines

As of December 31, 2025, the Company currently has the following reportable segments: Homology of Medicine and Food Series, Computing Power Product Series, Maca Product Series and others.

	Business Line									Others
	Homology of Medicine and Food			Computing Power Product			Maca Product			Unallocated Headquarter
	Series			Series			Series			Costs			Total
Revenues, net	$	1,426,832		$	2,360,373		$	11,981,591		$	-		$	15,768,796
Cost of revenue		(1,408,560	)		(2,289,534	)		(11,981,591	)		-			(15,679,685	)
Gross profit		18,272			70,839			-			-			89,111

Operating expenses		(122,596	)		(256,436	)		-			(1,667,320	)		(2,046,352	)
Loss from operations		(104,324	)		(185,597	)		-			(1,667,320	)		(1,957,241	)

Fair value variation		-			-			-			(17,502,596	)		(17,502,596	)
Other income		74,115			-			-			-			74,115
Other expense		(117,049	)		(245	)		-			(7,856	)		(125,150	)
Segment Loss	$	(147,258	)		(185,842	)		-			(19,177,772	)		(19,510,872	)

7. RELATED PARTY BALANCES AND TRANSACTIONS

As of December 31, 2025, the Company had the following major related party transactions:

Name of related parties		Relationship with Company
Wanhai Liu		Shareholder of Xilin Online (Beijing) E-commerce Co., Ltd
Tianyong Lv		Manager of Xilin Online (Beijing) E-commerce Co., Ltd
Shengqing Li		Manager of Shenzhen Zhimeng Qiyang Technology Co., Ltd.
Hongfang Xie		Shareholder of Shanghai Huomao Cultural Development Co., Ltd.
Wenlong Tong		President of CIMG Inc.
Wenwen Yu		Director of Wewin Technology LLC
Yujie Liu		The shareholders of CIMG
Yanli Hou		Director of CIMG Inc.

(a) Significant transactions with related parties

Name of related parties	Related party transactions	December 31, 2025
Wanhai Liu	Loan advanced to Xilin Online (Beijing) E-commerce Co., Ltd	$	12,698
Tianyong Lv	Loan advanced to Xilin Online (Beijing) E-commerce Co., Ltd		12,940
Shengqing Li	Loan advanced to Shenzhen Zhimeng Qiyang Technology Co., Ltd.		191,329
Hongfang Xie	Loan advanced to Shanghai Huomao Cultural Development Co., Ltd.		5,037
Hongfang Xie	Loan advanced to Guizhou Zhutai Huomao Liquor Industry Co., Ltd.		117,487
Yujie Liu	Loan advanced to Zhongyan Shangyue Technology Co., Ltd		213,198
Yujie Liu	Loan advanced to Henan Zhongyan Shangyue Technology Co., Ltd		52,730
Wenwen Yu	Loan advanced to CIMG Inc		7,500
Wenlong Tong	Loan advanced from Zhongyan Shangyue Technology Co., Ltd		(15,911	)
Wenwen Yu	Loan advanced from Wewin Technology LLC.		(150,762	)
Yanli Hou	Loan advanced from Zhongyan Shangyue Technology Co., Ltd		(42,041	)

Nature of Related Party Transactions

As of December 31, 2025, the Company and its subsidiaries entered into certain transactions with related parties in the ordinary course of business. These transactions primarily consisted of advances made by related parties to settle operating and administrative expenses on behalf of the Company’s subsidiaries, as well as financing arrangements entered into with related parties.

Except as otherwise disclosed, all advances from or to related parties were unsecured, non-interest bearing, and had no fixed repayment terms. Management believes that the terms of these transactions are not materially different from those that could have been obtained from independent third parties under similar circumstances.

(b) Balances with related parties

	December 31, 2025
Wenlong Tong	$	15,911
Wenwen Yu		150,762
Yanli Hou		42,041
Total amounts due from related parties		208,714

Wanhai Liu	$	12,698
Tianyong Lv		12,940
Shengqing Li		191,329
Hongfang Xie		122,544
Wenwen Yu		7,500
Yujie Liu		265,928
Total amounts due to related parties		612,939

The amounts due from and due to related parties primarily arose from payments made on behalf of the Company or its subsidiaries for operating, administrative, and legal expenses, as well as advances and settlements in the ordinary course of business. Such balances are recorded at their original amounts, which approximate fair value due to their short-term nature.

As of the date of issuance of these financial statements, management does not expect any material credit losses in respect of amounts due from related parties.

8. ISSUANCE OF EQUITY SECURITIES

On ~~April~~December 225, 2025, the Company effected a 1-for-20 reverse stock split (the “Reverse Stock Split”) of its issued ~~200,000~~and outstanding shares of ~~its~~Common ~~common~~Stock, par value $0.00001 per share. This reverse stock ~~for~~split ahas ~~total~~reduced ~~value~~the number of ~~$118~~shares of Common Stock as of September 30,~~200~~ ~~under~~2025 from 196,514,084 shares to 9,825,704 shares, and corresponding retroactive adjustments have been made to all the ~~2024~~data for ~~Equity~~the ~~Incentive~~listed ~~Plan~~period.

~~On June 2, 2025, CIMG Inc., entered into a share purchase agreement~~ (~~the “Share Purchase Agreement”~~1) ~~with certain non-U.S. investors~~ ~~(the~~For ~~“Investors”), providing for~~ the ~~private~~three ~~placement~~months ofended 6December 31,~~000,000~~ ~~shares of common stock~~2025, ~~par value $0.00001 per share (~~the “Common Stock”, orissued ~~the~~for ~~“Shares”)~~cash ofwas ~~the~~as ~~Company in the aggregate principal amount of $1,068,480, at a purchase price of $0.17808 per share, in reliance on the registration exemptions of Regulation S of the Securities Act of 1933.~~follows:

The following table summarizes the restricted common shares activities for the nine months ended June 30, 2025 and 2024:

Date	Transaction type	Description	Shares issued		Cash/consideration ($)

August 21, 2025	Convertible Note Purchase Agreement (From 8-K filed August 26, 2025, Form 8-K filed on November 12, 2025)	On August 21, 2025, the Company entered into a $4,000,000 convertible bond purchase agreement with certain non-U.S. investors. The notes are convertible into shares of the Company’s Common Stock at a conversion price of $0.24 per share. On September 9, 2025, the Company issued 8,333,333 shares. On October 30, 2025, the Company issued the remaining 8,333,333 shares.		8,333,333	$	2,000,000
Total (Pre-Reverse Stock Split)				8,333,333		2,000,000
Total (Post-Reverse Stock Split)				416,667		13,382,030

~~SCHEDULE OF RESTRICTED STOCK SHARES ACTIVITIES~~ 25

	2025			2024
Number of shares outstanding at September 30, 2024 and 2023		320,743			50,056
Restricted shares granted		30,563,200			-
Restricted shares forfeited		-			(13,561	)
Restricted shares vested		(16,358,545	)		(17,592	)
Number of shares outstanding at June 30, 2025 and 2024		14,525,398			18,903

(2) For the three months ended December 31, 2025, the issuance of Common Stock due to the Common Stock compensation was as follows:

Date

Transaction type

Description

Shares issued

Cash/consideration ($)

November 21, 2025.

2025 Equity Incentive Plan

(From S-8 filed November 21, 2025)

This Registration Statement on Form S-8 (this “Registration Statement”) is filed by CIMG Inc., a Nevada corporation (the “Registrant” or “Company”), to register (i) 7,279,400 of the Registrant’s shares of Common Stock, par value $0.00001 per share (the “Common Stock”), issuable under the Company’s 2025 Equity Incentive Plan (the “2025 Plan”), and (ii) 38,000,000 shares of Common Stock, issuable under the Registrant’s 2026 Equity Incentive Plan (the “2026 Plan”).

7,279,400

1,163,976

Total (Pre-Reverse Stock Split)

7,279,400

1,163,976

Total (Post-Reverse Stock Split)

363,970

1,163,976

(3) For the three months ended December 31, 2025, the issuance of Common Stock due to the private placement was as follows:

Date

Transaction type

Description

Shares issued

Cash/consideration ($)

August 25, 2025*

Securities Purchase Agreement

(Form 8-K filed on August 27, 2025, Form 8-K/A filed on September 2, 2025)

On August 25, 2025, the Company entered into a securities purchase agreement with certain non-U.S. investors for total consideration of $55,000,000, payable in Bitcoin, at a purchase price of $0.25 per share. The agreement provides for the issuance of up to 220,000,000 shares of Common Stock through a private placement, of which 148,100,000 shares, representing $37,025,000 of consideration, were issued during the period.

On September 2, 2025, the Company issued 148,100,000 shares of Common Stock to certain non-U.S. investors.

On October 29, 2025, the Company issued the remaining 71,900,000 shares.

71,900,000

16,177,500

Total (Pre-Reverse Stock Split)

71,900,000

16,177,500

Total (Post-Reverse Stock Split)

3,595,000

16,177,500

Restricted Stock Awards

For the three months ended December 31, 2025, the Company did not grant any restricted stock awards.

Grants to Independent Directors

No restricted stock awards were granted to the Company’s independent board members during the three months ended December 31, 2025.

Forfeiture of Restricted Shares

For the three months ended December 31, 2025, no restricted stock awards were forfeited.

Common Stock Issued for Services

The Company did not issue any shares of Common Stock in exchange for services during the three months ended December 31, 2025.

Exercise of Stock Options

No stock options were exercised during the three months ended December 31, 2025.

9. STOCK OPTIONS AND WARRANTS

~~Options~~STOCK OPTIONS

During the ~~nine~~three months ended ~~June~~December 3031, 2025 and 2024, the Company granted no new stock options.

During the ~~nine~~same ~~months ended June 30~~period, ~~2025~~1,022 ~~20,430~~ stock options were forfeited or expired ~~because~~as ofa ~~termination~~result of ~~employment~~employee terminations, expiration of ~~options~~option ~~and~~terms, ~~performance~~or performance conditions not being met.

~~The following table summarizes stock option activity for the nine months ended June 30, 2025.~~WARRANTS

~~SCHEDULE~~The Company OFhas ~~STOCK~~issued ~~OPTION~~warrants ~~ACTIVITY~~to purchase shares of Common Stock in connection with equity financings and convertible note transactions. The following disclosures summarize warrant issuances, exercises, and outstanding balances for the periods presented.

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)		Aggregate Intrinsic Value
Outstanding on September 30, 2024		20,430		$	177.44		0.02	$	-
Granted		-			-		-		-
Exercised		-			-		-		-
Expired		(20,430	)		177.44		0.02		-
Forfeited		-			-		-		-
Outstanding on June 30, 2025		-			-		-	$	-
Exercisable on June 30, 2025		-		$	-		-	$	-

All share and per-share amounts, including exercise prices and number of warrants, have been retroactively adjusted to reflect the Reverse Stock Split on December 5, 2025.

~~The~~Significant ~~Company~~warrant is expensing these stock option awards on a straight-line basis over the requisite service period. The Company recognized stock option expense of $0 and $10,823 for nine months ended June 30 2025, and 2024, respectively. Unamortized option expense as of June 30, 2025, for all outstanding options amounted to $0. These costs are expected to be recognized over a weighted-average period of 0 year.transactions

~~Warrants~~On April 27, 2024, the Company entered into a convertible note and warrant purchase agreement with certain investors, pursuant to which the Company issued warrants to purchase shares of Common Stock. On October 18, 2024, holders of such warrants exercised a portion of the warrants on a cashless basis, resulting in the issuance of 55,973 shares of Common Stock. No cash proceeds were received in connection with the cashless exercise.

On October 18, 2024, the holders of warrants issued by the Company exercised its cashless option to purchase an aggregate of 55,973 shares of the Company’s common stock pursuant to warrants issued by the Company. Such warrants were previously issued pursuant to the convertible note and warrant purchase agreement dated April 27, 2024, as disclosed in the current report of the Company on Form 8-K filed with the SEC on May 2, 2024. In connection with such cashless exercise, the Company will not receive any cash proceeds. The shares of common stock issuable upon exercise of such warrants were registered under the Form S-1 effective on July 1, 2024.

On January 16, 2025, and January 17, 2025, the Company issued ~~the~~an 13aggregate of 1,~~679~~282,~~486~~051 warrants to purchase ~~common~~Common ~~stock~~Stock at an exercise price of $07.3980 aper share. These warrants ~~are~~ ~~expired~~had a contractual term of two years and were fully exercised on ~~January~~October 1629, ~~2027~~2025.

20The following table summarizes warrant activity for the three months ended December 31, 2025:

On(Retroactively ~~January~~adjusted ~~17,~~for ~~2025,~~Reverse ~~the~~Stock ~~Company issued the 11,961,537 warrants to purchase common stock at an exercise price of $0.39 a share. These warrants are expired on January 17, 2027.~~Split)

The following table summarizes warrant activity for nine months ended June 30, 2025:

	Number of Shares Issuable		Weighted Average Exercise Price		Weighted Average Remaining Life (years)		Aggregate Intrinsic Value
Outstanding on September 30, 2025		1,289,937	$	2,253.40		2.42	$	-
Issued		-		-		-		-
Exercised		1,282,051		7.80		-		-
Expired		-		-		-		-
Outstanding on December 31, 2025		7,886	$	26.19		1.29		-
Exercisable on December 31, 2025		7,886	$	26.19		1.29	$	-

~~SCHEDULE~~Reverse Stock ~~OF WARRANT ACTIVITY~~Split

	Number of Shares Issuable Upon Exercise of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)		Aggregate Intrinsic Value
Outstanding on September 30, 2024		214,850	$	112.67		2.42	$	-
Issued		25,641,023		0.39		-		-
Exercised		55,973		1.32		-		-
Expired		1,150		-		-		-
Outstanding on June 30, 2025		25,798,750	$	1.31		1.55		-
Exercisable on June 30, 2025		25,798,750	$	1.31		1.55	$	-

On December 2, 2025, the Company filed a Certificate of Change to its Articles of Incorporation with the Secretary of State of the State of Nevada to effect a 1-for-20 reverse stock split of its issued and outstanding Common Stock, which became effective on December 5, 2025. All share and per-share data included in these financial statements have been retroactively adjusted to reflect the Reverse Stock Split.

10. CONTINGENCIES

~~Curtin~~The Kim Litigation

AsOn ~~previously~~October ~~disclosed~~3, ~~on January 6~~2024, ~~2023,~~Mr. aSooncha ~~former~~Kim ~~employee of the Company, Rosalina Curtin~~ filed a complaint against the Company ~~and another former employee of the Company, Jose Ramirez,~~ in the ~~Superior~~Southern ~~Court~~District of ~~California~~New York, ~~County of San Diego~~ (Case No. 371:24-~~2023~~cv-~~00000841-CU-WT-NC~~7485) (the “Complaint”). The Complaint ~~alleged~~alleges that ~~Ms.~~the ~~Curtin~~Company ~~was~~breached ~~subject~~a toConvertible ~~harassment~~Note byand ~~Mr.~~Warrant ~~Ramirez~~Purchase Agreement, ~~gender discrimination~~dated ~~throughout~~June ~~her~~6, ~~employment~~2024, ~~that~~between ~~she~~the ~~reported~~Company ~~this~~and ~~discrimination~~Mr. ~~and~~Kim, ~~harassment~~by, among other things, failing to deliver the ~~Company~~registration rights agreement, ~~and~~excluding Mr. ~~that~~Kim from the ~~Company~~S-1 ~~retaliated~~registration ~~against her~~statement, ~~and~~delaying ~~wrongfully~~conversion ~~terminated~~of ~~her~~Mr. ~~for~~Kim’s ~~whistleblowing~~notes, ~~and~~undertaking ~~failed~~steps to ~~prevent~~dilute ~~discrimination,~~Mr. ~~harassment~~Kim’s shares, ~~and~~failing ~~retaliation.~~to Mshonor Mr. ~~Curtin~~Kim’s ~~sought compensatory~~50% ~~damages,~~participation ~~including~~right ~~loss~~in ofany ~~past,~~subsequent ~~present~~financing and ~~future~~failing ~~earnings,~~to ~~and~~appoint ~~benefits,~~a asdesignated ~~well~~ director, as ~~punitive~~set ~~damages,~~forth ~~penalties,~~in ~~attorney~~the parties’~~s fees~~ agreement. Mr. Kim seeks specific performance of the Convertible Note and ~~costs~~Warrant Purchase Agreement, and monetary damages in the amount of $1,041,216, plus applicable interest. ~~Pursuant~~The Company filed its answer to the ~~terms~~Complaint ofon MsDecember 3, 2024. ~~Curtin’s~~On ~~Employment~~January ~~Agreement~~7, ~~with~~2025, Mr. Kim filed a motion seeking a preliminary injunction against the Company, (the “Motion”). The Company opposed the Motion on ~~December~~January 22, ~~2023~~2025, and on February 13, 2025, the Court ~~compelled~~denied ~~the~~Mr. ~~case~~Kim’s toMotion. ~~arbitration~~As ~~with~~of December 31, 2025, discovery in the ~~American~~case ~~Arbitration~~is ~~Association~~ongoing, ~~(Case~~and ~~Number~~no ~~01-24-0002-3225)~~trial date has been set.

OnThe ~~November~~Ex-Directors 8, 2024, without a finding or admission of wrongdoing, the Company entered into a settlement agreement with Ms. Curtin. In exchange for mutual general releases and a dismissal of the lawsuit with prejudice, the Company paid Ms. Curtin $125,000. On January 22, 2025, the case was dismissed in its entirety.Lawsuit

~~Kim~~On ~~Litigation~~March 10, 2025, the following former directors of the Company, Kevin J. Connor, Chris J. Jones, Nobuki Kurita, and David Robson (collectively, the “Ex-Directors”), filed a complaint against the Company in the Superior Court of California, County of San Diego (Case No. 25CU012922N) (the “Complaint”). The Complaint alleges the Company failed to pay directors’ fees and expenses from the last quarter the fiscal year ended September 30, 2023 through the first two quarters of the fiscal year ended September 30, 2024, and is claiming breach of contract, quantum meruit, unjust enrichment, promissory estoppel, breach of the implied covenant of good faith and fair dealing, and unfair business practices. On August 22, 2025, a judgment by default was entered against the Company in the amount of $58,920.34. Counsel for Plaintiffs/Judgment Creditors, Kevin J. Conner, J. Chris Jones, Nobuki Kurita, and David Robson (collectively, “Plaintiffs”) subsequently filed a motion with the court to amend the total amount of the judgment. On November 21, 2025, the Court entered an order amending the judgment nunc pro tunc, increasing the aggregate awards to all Plaintiffs to $222,062.28, including the prejudgment interest and costs. As the underlying condition existed as of the reporting date, this event represents an adjusting subsequent event, and the related liability has been recognized in Note 4.15 to the financial statements.

On October 3, 2024, Mr. Sooncha Kim filed a complaint against the Company in the Southern District of New York, (Case No. 1:24-cv-7485) (the “Complaint”). The Complaint alleges that the Company breached a Convertible Note and Warrant Purchase Agreement, dated June 6, 2024, between the Company and Mr. Kim, by, among other things, failing to deliver the registration rights agreement, excluding Mr. Kim from the S1 registration statement, delaying conversion of Mr. Kim’s notes, undertaking steps to dilute Mr. Kim’s shares, failing to honor Mr. Kim’s 50% participation right in any subsequent financing and failing to appoint a designated director, as set forth in the parties’ agreement. Mr. Kim seeks specific performance of the Convertible Note and Warrant Purchase Agreement, and monetary damages in the amount of $1,041,216, plus applicable interest. The Company filed its answer to the Complaint on December 3, 2024. On January 7, 2025, Mr. Kim filed a motion seeking a preliminary injunction against the Company (the “Motion”). The Company opposed the Motion on January 22, 2025, and on February 13, 2025, the Court denied Mr. Kim’s Motion. Discovery in the case is ongoing, and no trial date has been set.28

The Company believes it has a basis to defend the claims in the Kim Litigation, however, the Company is not able to predict the outcome, and there is no assurance that the Company will be successful in its defense.

Ex-Directors Lawsuit

On March 10, 2025, former directors of the Company, Kevin J. Connor, Chris J. Jones, Nobuki Kurita, and David Robson (collectively, the “Ex-Directors”), filed a complaint against the Company in the Superior Court of California, County of San Diego (Case No. 25CU012922N) (the “Complaint”). The Complaint alleges the Company failed to pay directors’ fees and expenses from the last quarter the fiscal year ended September 30, 2023 through the first two quarters of the fiscal year ended September 30, 2024, and is claiming breach of contract, quantum meruit, unjust enrichment, promissory estoppel, breach of the implied covenant of good faith and fair dealing, and unfair business practices. On August 22, 2025, a judgment by default was entered against the company in the amount of $58,920.34. Counsel for Plaintiffs/Judgment Creditors, Kevin J. Conner, J. Chris Jones, Nobuki Kurita, and David Robson (collectively, “Plaintiffs”) subsequently filed a motion with the court to amend the total amount of the judgment. The basis for the sought increase was that the judgment erroneously only reflected an award of damages to one Plaintiff, Kevin Conner, rather than to all four Plaintiffs. Counsel indicated that each of the four Plaintiffs were due, respectively, judgments in the amount of $54,000 (Kevin Connor), $52,125 (Chirs Jones), $46,500 (Nobuki Kurita), and $50,250 (David Robson). Counsel represented that the total amount of the judgments, after calculation of daily interest, should be $222,062.28. On October 17, 2025, the Court held a hearing on Plaintiffs’ motion for correction of judgment nunc pro tunc pursuant to Code Civ. Proc. § 473(d) (ROA # 25). The court substantively granted the Motion, but with qualifying instructions. The Court found that Plaintiffs met their burden to establish the sums due to each one of them, but held that the proposed amended judgment was not in proper form. The Court directed Plaintiffs’ counsel to resubmit the form of judgment as specifying the sums due and owing to each individual Plaintiff, and to do so via a single long form judgment (on pleading paper) that specifies the amounts due and owing to each Plaintiff. It is expected that Plaintiffs’ counsel will submit the required amended form at any moment, and that judgment on the amended amount is imminent.

11. SUBSEQUENT EVENTS

~~Amendment~~Convertible ~~to Articles of Organization~~Notes

AtOn February 11, 2026, the Company’s ~~annual~~entered ~~meeting~~into ofa ~~stockholders~~convertible ~~held~~note onand ~~October~~warrant ~~28,~~purchase ~~2025,~~agreement with certain non-U.S. investors providing for the ~~Company’s~~private ~~stockholders~~placement ~~approved~~of anconvertible ~~amendment~~promissory tonotes in the ~~Company’s~~aggregate ~~Articles~~principal amount of ~~Incorporation~~$5,000,000 asand ~~amended~~warrants (to purchase the ~~“Articles~~Company’s shares of ~~Incorporation”)~~Common toStock ~~increase~~in reliance on the ~~number~~registration exemptions of ~~authorized~~Regulation ~~shares~~S of. ~~common~~The ~~stock~~Notes toare ~~600,000,000~~issuable ~~shares~~in two tranches, consisting ~~par~~of ~~value~~(i) ~~$0.00001~~an ~~per~~initial ~~share.~~tranche ~~The~~in ~~certificate~~the aggregate principal amount of ~~Amendment~~$1,600,000 ~~was~~and ~~filed~~(ii) ~~with~~a ~~the~~second ~~Nevada~~tranche ~~Secretary~~in ofthe ~~State~~aggregate onprincipal ~~October~~amount ~~28,~~of ~~2025~~$3,400,000. ~~and~~The ~~became~~Notes ~~effective~~bear ~~11:00~~interest amat ~~eastern~~an ~~standard~~annual ~~time~~rate onof ~~October~~7% 28and have a maturity date of August 12, ~~2025~~2027.

~~Private~~On February ~~Placement~~13, 2026, the Company completed the initial closing and issued Notes in the aggregate principal amount of $1,600,000 to the Investors.

~~SCHEDULE~~Changes OFin ~~PRIVATE~~Registrant’s ~~PLACEMENT~~Certifying Accountant.

Date	Transaction Description	Amount/Shares	Status
August 21, 2025	Purchase Agreement (Form 8-K filed on August 26, 2025)	$4,000,000 for 16,666,666 shares of common stocks, at a conversion price of $0.24 per shares	On August 21, 2025, CIMG Inc., a Nevada corporation (the “Company”), entered into a convertible note purchase agreement (the “Purchase Agreement”) with certain non U.S. investors (the “Investors”), providing for the private placement of convertible promissory notes in the aggregate principal amount of $4,000,000 (the “Notes”). The Notes bear interest at an annual rate of 7% and have a maturity date of August 31, 2026. The Notes are convertible into shares of common stock of the Company, at a conversion price of $0.24 per shares, subject to adjustment in accordance with the Notes.
August 25, 2025	Purchase Agreement (Form 8-K filed on August 27, 2025)	An aggregate consideration of $55,000,000 worth of bitcoin for 220,000,000 shares, at a purchase price of $0.25 per share.	On August 25, 2025, CIMG Inc., a Nevada corporation (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with certain non U.S. investors (the “Investors”), providing for the private placement of 220,000,000 shares of Common Stock (the “Shares”) in reliance on the registration exemptions of Regulation S for an aggregate consideration of $55,000,000 worth of bitcoin, at a purchase price of $0.25 per share. The closing of the sale of the 220,000,000 Shares occurred on September 2, 2025.

On February 18, 2026, the Audit Committee of the Board of Directors of CIMG Inc. approved the dismissal of Assentsure PAC as the Company’s independent registered public accounting firm, effective as of such date.

~~New~~On ~~Subsidiary~~February 18, 2026, the Audit Committee approved the engagement of ST & Partners PLT as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2026.

On August 1, 2025, Zhongyan, CIMG Inc.’s (the “Company”) wholly-owned subsidiary, entered into a Business Cooperation Intent Agreement (the “Agreement”) with Shenzhen Zhimeng Qiyang Technology Co., Ltd. (“Zhimeng”). Pursuant to the Agreement, certain shareholders of Zhimeng intended to transfer an aggregate of 51% of their equity interest in Zhimeng to Zhongyan (the “Transfer”) at a total company valuation of RMB13,000,000. The Transfer occurred on September 29, 2025, and Zhongyan holds 51% of the shares of Shenzhen.

On September 3, 2025, Zhongyan established a wholly-owned subsidiary, Beijing Zhongyan Shangyue Holdings Co., LTD(“Beijing Shangyue”).

On September 16, 2025, Henan Zhongyan Shangyue Technology Co. Ltd. established a wholly-owned subsidiary, Henan Nuanyou Agricultural Science and Technology Co., LTD.

On September 23, 2025, DZR Tech Limited acquired Braincon Limited and its subsidiaries. DZR Tech Limited holds 100% of the shares of Braincon Limited.

Legal Proceedings

~~Kim~~The Kim Litigation

On October 3, 2024, Mr. Sooncha Kim filed a complaint against the Company in the Southern District of New York, (Case No. 1:24-cv-7485) (the “Complaint”). The Complaint alleges that the Company breached a Convertible Note and Warrant Purchase Agreement, dated June 6, 2024, between the Company and Mr. Kim, by, among other things, failing to deliver the registration rights agreement, excluding Mr. Kim from the S1S-1 registration statement, delaying conversion of Mr. Kim’s notes, undertaking steps to dilute Mr. Kim’s shares, failing to honor Mr. Kim’s 50% participation right in any subsequent financing and failing to appoint a designated director, as set forth in the parties’ agreement. Mr. Kim seeks specific performance of the Convertible Note and Warrant Purchase Agreement, and monetary damages in the amount of $1,041,216, plus applicable interest. The Company filed its answer to the Complaint on December 3, 2024. On January 7, 2025, Mr. Kim filed a motion seeking a preliminary injunction against the Company (the “Motion”). The Company opposed the Motion on January 22, 2025, and on February 13, 2025, the Court denied Mr. Kim’s Motion. ~~Discovery~~As of December 31, 2025, discovery in the case is ongoing, and no trial date has been set.

The ~~Company~~Ex-Directors ~~believes it has a basis to defend the claims in the Kim Litigation.~~Lawsuit

On March 10, 2025, the following former directors of the Company, Kevin J. Connor, Chris J. Jones, Nobuki Kurita, and David Robson (collectively, the “Ex-Directors”), filed a complaint against the Company in the Superior Court of California, County of San Diego (Case ~~Lawsuit~~No. 25CU012922N) (the “Complaint”). The Complaint alleges the Company failed to pay directors’ fees and expenses from the last quarter the fiscal year ended September 30, 2023 through the first two quarters of the fiscal year ended September 30, 2024, and is claiming breach of contract, quantum meruit, unjust enrichment, promissory estoppel, breach of the implied covenant of good faith and fair dealing, and unfair business practices. On August 22, 2025, a judgment by default was entered against the Company in the amount of $58,920.34. Counsel for Plaintiffs/Judgment Creditors, Kevin J. Conner, J. Chris Jones, Nobuki Kurita, and David Robson (collectively, “Plaintiffs”) subsequently filed a motion with the court to amend the total amount of the judgment. On November 21, 2025, the Court entered an order amending the judgment nunc pro tunc, increasing the aggregate awards to all Plaintiffs to $222,062.28, including the prejudgment interest and costs. As the underlying condition existed as of the reporting date, this event represents an adjusting subsequent event, and the related liability has been recognized in Note 4.15 to the financial statements.

OnNew March 10, 2025, former directors of the Company, Kevin J. Connor, Chris J. Jones, Nobuki Kurita, and David Robson (collectively, the “Ex-Directors”), filed a complaint against the Company in the Superior Court of California, County of San Diego (Case No. 25CU012922N) (the “Complaint”). The Complaint alleges the Company failed to pay directors’ fees and expenses from the last quarter of the fiscal year ended September 30, 2023 through the first two quarters of the fiscal year ended September 30, 2024, and is claiming breach of contract, quantum meruit, unjust enrichment, promissory estoppel, breach of the implied covenant of good faith and fair dealing, and unfair business practices. On August 22, 2025, a judgment by default was entered against the company in the amount of $58,920.34. Counsel for Plaintiffs/Judgment Creditors, Kevin J. Conner, J. Chris Jones, Nobuki Kurita, and David Robson (collectively, “Plaintiffs”) subsequently filed a motion with the court to amend the total amount of the judgment. The basis for the sought increase was that the judgment erroneously only reflected an award of damages to one Plaintiff, Kevin Conner, rather than to all four Plaintiffs. Counsel indicated that each of the four Plaintiffs were due, respectively, judgments in the amount of $54,000 (Kevin Connor), $52,125 (Chirs Jones), $46,500 (Nobuki Kurita), and $50,250 (David Robson). Counsel represented that the total amount of the judgments, after calculation of daily interest, should be $222,062.28. On October 17, 2025, the Court held a hearing on Plaintiffs’ motion for correction of judgment nunc pro tunc pursuant to Code Civ. Proc. § 473(d) (ROA # 25). The court substantively granted the Motion, but with qualifying instructions. The Court found that Plaintiffs met their burden to establish the sums due to each one of them, but held that the proposed amended judgment was not in proper form. The Court directed Plaintiffs’ counsel to resubmit the form of judgment as specifying the sums due and owing to each individual Plaintiff, and to do so via a single long form judgment (on pleading paper) that specifies the amounts due and owing to each Plaintiff. It is expected that Plaintiffs’ counsel will submit the required amended form at any moment, and that judgment on the amended amount is imminent.Subsidiaries

22On February 4, 2026, Beijing Xin Miao Shi Dai Technology Development Co., Ltd. established a wholly-owned subsidiary, Foshan Dingyue Technology Co., Ltd.

On February 5, 2026, Zhongyan Shangyue Technology Co., Ltd. established a wholly-owned subsidiary, Foshan Lintai Technology Co., Ltd.

Item 2. Quantitative and Qualitative Disclosures About Market Risk.

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

Item 3. Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by our Company is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is collected and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining disclosure controls and procedures for our Company. In designing and evaluating our disclosure controls and procedures, management recognizes that no matter how well conceived and operated, disclosure controls and procedures can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

Our management, including our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control system was designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of published financial statements. Our management assessed the effectiveness of the Company’s internal control over financial reporting as of the end of the period covered by this Report based on the criteria for effective internal control described in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organization of the Treadway Commission. Based on this assessment, our management has concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2025.

As we are a non-accelerated filer, our independent registered public accounting firm is not required to issue an attestation report on our internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

Refer to “Note 10. Contingencies” and “Note 11. Subsequent Events – —Legal Proceedings” in our ~~Condensed~~ Consolidated Financial Statements included in this Report.

Item 1A. RISK FACTORS

In addition to the other information set forth in this ~~Form 10-Q~~Report, you should carefully consider the risk factors discussed in ~~Part I,~~ “Item 1A-Risk Factors” ofin our Annual Report on Form 10-K, filed with the SEC on February 13, 2026, which could affect our business, financial condition, or operating results. The risks wedescribed ~~describe~~ in our ~~periodic~~ annual or quarterly reports filed with the SEC are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, financial condition, or operating results. For the ~~quarter~~three months ended ~~June~~December 3031, 2025, ~~the~~we ~~Company~~were is not aware of any ~~specific~~ new and additional risk factors that were not previously disclosed.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a) Subsequent to the quarter ended ~~June~~December 3031, 2025, the Company completed the following unregistered issuances of its equity securities:

● On ~~August~~February 2111, ~~2025~~2026, the Company entered into a ~~Convertible~~convertible ~~Note~~note and warrant purchase agreement (the “February Purchase Agreement”) with certain non-U.S. investors (the “February Investors”), providing for the ~~sale~~private placement of convertible promissory notes ~~with~~in anthe aggregate principal amount of $45,000,000 ~~million.~~(the ~~The~~“February ~~notes~~Notes”) ~~bear~~and ~~interest~~warrants atto 7%purchase ~~per~~the ~~annum,~~Company’s ~~mature~~shares onof ~~August~~Common ~~31,~~Stock ~~2026,~~(the ~~and~~“February ~~are~~Warrants”) ~~convertible~~in ~~into~~reliance ~~shares~~on ofRegulation ~~our~~S ~~Common~~as ~~Stock~~an atexemption ~~$0.24~~to ~~per~~the ~~share.~~registration ~~Holders of~~ (the ~~convertible~~“February ~~notes~~Transaction”). ~~each~~The ~~converted~~Notes ~~their~~are ~~notes~~issuable ~~into~~in 8two tranches,~~333,333~~ ~~shares~~consisting of ~~Common~~(i) ~~Stock,~~an ~~issued~~initial ontranche ~~September~~in 9the ~~and~~aggregate ~~October~~principal ~~30,~~amount ~~2025, respectively, for a total~~ of 16$1,~~666~~600,~~666~~000 ~~shares~~and of(ii) ~~Common~~a ~~Stock.~~second ●tranche Onin ~~September 2, 2025,~~ the ~~Company~~aggregate ~~also~~principal ~~closed~~amount ~~a private offering~~ of ~~220~~$3,~~000~~400,000. ~~shares~~The ofNotes ~~Common~~issued ~~Stock~~in tothe ~~non-U.S.~~first ~~investors~~tranche ~~under~~bear ainterest ~~Securities~~at ~~Purchase~~an ~~Agreement~~annual ~~dated~~rate ~~August~~of ~~25,~~7% ~~2025,~~and ~~for~~have ~~aggregate~~a ~~cash~~maturity ~~consideration~~date of ~~$55~~August ~~million~~12, ~~(at $0~~2027.25 ~~per~~On ~~share).~~February ~~The~~13, ~~first 148~~2026,~~100,000~~ ~~shares~~the ~~were~~Company ~~issued~~completed ~~upon~~the initial closing, and ~~the~~issued ~~remaining~~February ~~71,900,000~~Notes ~~shares~~in ~~were~~the ~~issued~~aggregate onprincipal ~~October~~amount ~~29,~~of ~~2025~~$1,600,000 ~~following~~to ~~shareholder~~the ~~approval~~February Investors. ●As Onof ~~October~~the ~~22,~~date ~~2025~~of this Report, ~~holders~~none of ~~warrants~~the ~~previously~~February ~~issued~~Warrants onhas ~~January~~been 16exercised, ~~2025~~none ~~exercised~~of ~~their~~the ~~warrants~~February inNotes ~~full~~has atbeen ~~$0.39 per share~~converted, and ~~the~~no ~~Company issued 25,641,023~~ shares of Common Stock onhave ~~October~~been ~~30,~~issued ~~2025,~~pursuant ~~generating~~to ~~gross~~the ~~proceeds~~February ~~of approximately $10 million~~Transaction.

All of the foregoing issuances were not registered under the Securities Act of 1933 and were made in reliance on Regulation S as offshore transactions to non-U.S. persons.

(b) None.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. OTHER INFORMATION

During the ~~fiscal~~three ~~quarter~~months ended ~~June~~December 3031, 2025, none of the Company’s directors or officers, as defined in Section 16 of the Securities Exchange Act of 1934, adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” as defined under Item 408(a) of Regulation S-K.

Item 6. EXHIBITS

Exhibit Number		Description
3.1		~~Certificate~~Articles of ~~Amendment~~Incorporation toof the ~~Articles~~Company, ofdated ~~Incorporation~~July ~~filed on October 29~~15, ~~2025~~2011 (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 810-K as filed on ~~October~~December 3123, ~~2025~~2022, SEC File Number 001-39338).
31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
3.2		Certificate of Amendment to Articles of Incorporation of the Company, dated May 6, 2013 (incorporated by reference to Exhibit 3.01(b) to the Company’s Current Report on Form 8-K filed on April 25, 2013, SEC File Number 333-176684).
31.2*		Certification of Chief Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
3.3		Certificate of Amendment to Articles of Incorporation of the Company, dated October 28, 2019 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 28, 2019, SEC File Number 000-55157).
32**		Certification of Principal Executive Officer and Principal Accounting Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

3.4		Certificate of Amendment of Amended and Restated Certificate of Incorporation filed on October 22, 2024. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 28, 2024, SEC File Number 001-39338).

3.5		Certificate of Amendment to the Articles of Incorporation of the Company, dated October 28, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 31, 2025, SEC File No. 001-39338).

3.6		Certificate of Change to the Articles of Incorporation of the Company, dated December 2, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 5, 2025, SEC File No. 001-39338).

3.7		Third Amended and Restated Bylaws of the Company, effective March 17, 2022 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on March 23, 2022, SEC File Number 001-39338).

4.1		Description of Securities (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed on December 23, 2022, SEC File Number 001-39338).

4.2		Series A Warrant Agent Agreement (including the terms of the Series A Warrant) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 23, 2021, SEC File Number 001-39338).

4.3		Series B Warrant Agent Agreement (including the terms of the Series B Warrant) (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on March 23, 2021, SEC File Number 001-39338).

4.4		Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 15, 2022, SEC File Number 001-39338).

4.5		Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 2, 2024, SEC File Number 001-39338)

4.6		Form of Warrant (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on December 17, 2024, SEC File Number 001-39338)

4.7		Form of Warrant (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on February 17, 2026, SEC File Number 001-39338)

10.1		CIMG Inc. 2025 Equity Incentive Plan (incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K filed on February 13, 2026, SEC File Number 001-39338)

10.2		CIMG Inc. 2026 Equity Incentive Plan (incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K filed on February 13, 2026, SEC File Number 001-39338)

10.3		Purchase Agreement, dated February 11, 2026, by and among the Company and the Investors party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 17, 2026, SEC File Number 001-39338)

10.4		Form of Convertible Promissory Note (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February 17, 2026, SEC File Number 001-39338)

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

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

32.1**		Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2**		Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document.

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

*	Filed herewith.

**	Furnished herewith. This exhibit will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

2332

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 hereunto duly authorized.

	CIMG INC.
Date: November 3, 2025	By:	/s/ Jianshuang Wang
Date: March 5, 2026	By:	/s/ Jiangshuang Wang
		Jianshuang Wang
		Chief Executive Officer
		(Principal Executive Officer)
	By:	/s/ Feng Tian
		Feng Tian
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

2433

Filing Compare · CIMG Inc.