UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For The Quarterly Period Ended ~~October~~January 31, ~~2025~~2026

☐ 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 333-228847

VANGUARD GREEN INVESTMENT LIMITED

(Exact name of registrant issuer as specified in its charter)

Nevada

30-1089215

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

4F., No. 33, Ln. 258, Sec. 2, Jianguo N. Rd., Zhongshan Dist.,

Taipei City 104482, Taiwan (R.O.C.)

(Address of principal executive offices, including zip code)

Registrant’s phone number, including area code +886905153139

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files).

YES ☐ NO ☒

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

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 ☒

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		VGES		The OTC Market – OTCQB

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has fled all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes ☐ No ☒

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding at ~~October~~January 31, ~~2025~~2026
Common Stock, $0.0001 par value		59,434,838

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION
ITEM 1.	UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:	F-1
	Condensed Consolidated Balance Sheets as of October 31, 2025 (unaudited) and July 31, 2025 (audited)	F-2
	Condensed Consolidated Balance Sheets as of January 31, 2026 (unaudited) and July 31, 2025 (audited)	F-2
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended October 31, 2025 (unaudited) and October 31, 2024 (unaudited)	F-3
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended January 31, 2026 (unaudited) and January 31, 2025 (unaudited)	F-3
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended October 31, 2025 (unaudited) and 2024 (unaudited)	F-4
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Six Months Ended January 31, 2026 (unaudited) and 2025 (unaudited)	F-4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended October 31, 2025 (unaudited) and October 31, 2024 (unaudited)	F-5
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended January 31, 2026 (unaudited) and January 31, 2025 (unaudited)	F-5
	Notes to the Condensed Consolidated Financial Statements	F-6 - F-15
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3-5
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	6
ITEM 4.	CONTROLS AND PROCEDURES	6
PART II	OTHER INFORMATION
ITEM 1	LEGAL PROCEEDINGS	7
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	7
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	7
ITEM 4	MINE SAFETY DISCLOSURES	7
ITEM 5	OTHER INFORMATION	7
ITEM 6	EXHIBITS	8
	SIGNATURES	9

PART I FINANCIAL INFORMATION

ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:

VANGUARD GREEN INVESTMENT LIMITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

		Page
Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets as of October 31, 2025 (unaudited) and July 31, 2025 (audited)		F-2
Condensed Consolidated Balance Sheets as of January 31, 2026 (unaudited) and July 31, 2025 (audited)		F-2
Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended October 31, 2025 (unaudited) and October 31, 2024 (unaudited)		F-3
Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended January 31, 2026 (unaudited) and January 31, 2025 (unaudited)		F-3
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended October 31, 2025 (unaudited) and 2024 (unaudited)		F-4
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Six Months Ended January 31, 2026 (unaudited) and 2025 (unaudited)		F-4
Condensed Consolidated Statements of Cash Flows for the Three Months Ended October 31, 2025 (unaudited) and October 31, 2024 (unaudited)		F-5
Condensed Consolidated Statements of Cash Flows for the Six Months Ended January 31, 2026 (unaudited) and January 31, 2025 (unaudited)		F-5
Notes to the Condensed Consolidated Financial Statements		F-6 - F-15

F-1

VANGUARD GREEN INVESTMENT LIMITED

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF ~~OCTOBER~~JANUARY 31, ~~2025~~2026 AND JULY 31, 2025

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

	As of			As of
	October 31, 2025			July 31, 2025
	January 31, 2026			July 31, 2025
	Unaudited			Audited
ASSETS
NON-CURRENT ASSET
Property, plant and equipment	$	-		$	-
INTANGIBLE ASSET
Patent and trademark	$	-		$	-
Total non-current assets		-			-
CURRENT ASSETS
Cash and cash equivalents	$	55		$	93
Prepayment		105,~~110~~055			15,165
Total current assets		105,~~165~~110			15,258
TOTAL ASSETS	$	105,~~165~~110		$	15,258
LIABILITIES AND STOCKHOLDERS’ DEFICIT
NON-CURRENT LIABILITIES
Loan from third party	$	2818,~~533~~093		$	34,924
Total non-current liabilities	$	2818,~~533~~093		$	34,924
CURRENT LIABILITIES
Other payables and accrued liabilities	$	5648,~~848~~704		$	57,881
Amount due to related parties		96,513			96,513
Deposit from franchisees		1,785			1,785
Loan from director		~~455~~484,~~152~~543			445,001
Loan from third party		~~112~~127,~~909~~179			103,732
Loan		~~112~~127,~~909~~179			103,732
Total current liabilities		~~723~~758,~~207~~724			704,912
TOTAL LIABILITIES	$	~~751~~776,~~740~~817		$	739,836
STOCKHOLDERS’ DEFICIT
Preferred stock, $0.0001 par value, 200,000,000 shares authorized, None issued and outstanding	$	-		$	-
Common stock, $0.0001 par value, 600,000,000 shares authorized, 59,434,838 shares issued and outstanding as of October 31, 2025 and July 31, 2025 respectively		5,943			5,943
Common stock, $0.0001 par value, 600,000,000 shares authorized, 59,434,838 shares issued and outstanding as of January 31, 2026 and July 31, 2025 respectively		5,943			5,943
Additional paid-in capital		1,830,300			1,830,300
Accumulated deficit		(2,~~577~~607,~~818~~950	)		(2,560,821	)
Total stockholders’ deficit		(~~741~~771,~~575~~707	)		(724,578	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	105,~~165~~110		$	15,258

See accompanying notes to condensed consolidated financial statements.

F-2

VANGUARD GREEN INVESTMENT LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE AND SIX MONTHS ENDED ~~OCTOBER~~JANUARY 31, ~~2025~~2026 ~~and~~AND ~~2024~~2025

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

(UNAUDITED)

	2025			2024
	2026			2025			2026			2025
	Three months ended October 31,
	Three Months Ended January 31						Six Months Ended January 31
	2025			2024
	2026			2025			2026			2025
REVENUE	$	-		$	-		$	-		$	-
COST OF REVENUE		-			-			-			-
GROSS PROFIT	$	-		$	-		$	-		$	-
OTHER INCOME		1-			340			1			43
SELLING AND MARKETING EXPENSES		-			-			-			-
GENERAL AND ADMINISTRATIVE EXPENSES		(1428,~~914~~581	)		(1210,~~948~~750	)		(43,495	)		(23,698	)
FINANCE COST		(21,~~084~~551	)		(2,~~740~~710	)		(3,635	)		(5,450	)
LOSS BEFORE INCOME TAXES	$	(1630,~~997~~132	)	$	(1513,~~685~~420	)	$	(47,129	)	$	(29,105	)
INCOME TAXES PROVISION		-			-			-			-
NET LOSS	$	(1630,~~997~~132	)	$	(1513,~~685~~420	)	$	(47,129	)	$	(29,105	)
Other comprehensive loss:
- Foreign currency translation gain		-			-
- Foreign currency translation loss		-			-			-			-
TOTAL COMPREHENSIVE LOSS	$	(1630,~~997~~132	)	$	(1513,~~685~~420	)	$	(47,129	)		(29,105	)
Net loss per share- Basic and diluted		(0.~~0003~~0005	)		(0.~~0003~~0002	)		(0.0008	)		(0.0005	)
Weighted average number of common shares outstanding – Basic and diluted		59,434,838			59,434,838
Weighted average number of common shares outstanding - Basic and diluted		59,434,838			59,434,838			59,434,838			59,434,838

See accompanying notes to condensed consolidated financial statements.

F-3

VANGUARD GREEN INVESTMENT LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR ~~THREE~~SIX MONTHS ENDED ~~OCTOBER~~JANUARY 31, ~~2025~~2026 AND ~~2024~~2025

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

(UNAUDITED)

	Number of Shares		Amount		Paid-In Capital		Comprehensive Income		Accumulated Deficit			Total Equity
Three months ended October 31, 2025
Six months ended January 31, 2026
	Common Stock				Additional		Accumulated Other
	Number of Shares		Amount		Paid-In Capital		Comprehensive Income		Accumulated Deficit			Total Equity
Balance as of August 1, 2025		59,434,838	$	5,943	$	1,830,300	$	-	$	(2,560,821	)	$	(724,578	)
Net loss for the period		-		-		-		-		(16,997	)		(16,997	)
Balance as of October 31, 2025		59,434,838	$	5,943	$	1,830,300	$	-	$	(2,577,818	)	$	(741,575	)
Net loss for the period		-		-		-		-		(30,132	)		(30,132	)
Balance as of January 31, 2026		59,434,838	$	5,943	$	1,830,300	$	-	$	(2,607,950	)	$	(771,707	)

Three months ended October 31, 2024
Six months ended January 31, 2025
	Common Stock				Additional		Accumulated Other
	Number of Shares		Amount		Paid-In Capital		Comprehensive Income		Accumulated Deficit			Total Equity
Balance as of August 1, 2024		59,434,838	$	5,943	$	1,830,300	$	-	$	(2,484,043	)	$	(647,800	)
Balance		59,434,838	$	5,943	$	1,830,300	$	-	$	(2,484,043	)	$	(647,800	)
Net loss for the period		-		-		-		-		(15,685	)		(15,685	)
Balance as of October 31, 2024		59,434,838	$	5,943	$	1,830,300	$	-	$	(2,499,728	)	$	(663,485	)
Balance		59,434,838	$	5,943	$	1,830,300	$	-	$	(2,499,728	)	$	(663,485	)
Net loss for the period		-		-		-		-		(13,420	)		(13,420	)
Balance as of January 31, 2025		59,434,838	$	5,943	$	1,830,300	$	-	$	(2,513,148	)	$	(676,905	)
Balance		59,434,838	$	5,943	$	1,830,300	$	-	$	(2,513,148	)	$	(676,905	)

See accompanying notes to condensed consolidated financial statements.

F-4

VANGUARD GREEN INVESTMENT LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE ~~THREE~~SIX MONTHS ENDED ~~OCTOBER~~JANUARY 31, ~~2025~~2026 AND ~~2024~~2025

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

(UNAUDITED)

	2025			2024
	2026			2025
	Three months ended October 31
	Six months ended January 31
	2025			2024
	2026			2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1647,~~997~~129	)	$	(1529,~~685~~105	)
Adjustments to reconcile net loss to net cash used in operating activities:
Unrealized foreign exchange loss		3,671			5,313
Unrealized foreign exchange loss/(gain)		10,439			(39	)
Interest expense		23,~~084~~635			25,~~740~~450
Changes in operating assets and liabilities:
Prepayment and deposit		510,~~055~~110			12,~~050~~100
Other payables and accrued liabilities		(110,500	)		5(14,~~820~~180	)
Net cash used in operating activities	$	(733,~~687~~445	)	$	(~~762~~35,774	)
CASH FLOWS FROM FINANCING ACTIVITY
Loan from director	$	733,~~649~~407		$	~~727~~23,922
Net cash generated from financing activity	$	733,~~649~~407		$	~~727~~23,922
Effect of exchange rate changes on cash and cash equivalents		-			-
Net change in cash and cash equivalents		(38	)		(3511,852	)
Cash and cash equivalents, beginning of period		93			12,052
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	55		$	~~12,017~~200

See accompanying notes to condensed consolidated financial statements.

F-5

VANGUARD GREEN INVESTMENT LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~THREE~~SIX MONTHS ENDED ~~OCTOBER~~JANUARY 31, ~~2025~~2026

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

(UNAUDITED)

1. DESCRIPTION OF BUSINESS AND ORGANIZATION

Vanguard Green Investment Limited is organized as a Nevada limited liability company, incorporated on June 4, 2018. For purposes of consolidated financial statement presentation, Vanguard Green Investment Limited and its subsidiaries are herein referred to as “the Company” or “we”. The Company business of which planned principal operations are to provide wellness and beauty services to customers via Company owned outlets, franchised outlets or distribution of our product to third party wellness and beauty salon.

On June 29, 2018, the Company acquired 100% interest in MU Worldwide Group Limited, a private limited liability company incorporated in Seychelles and its subsidiary MU Global Holding Limited, a private limited liability company incorporated in Hong Kong. On August 16, 2018, MU Global Holding Limited incorporated a wholly owned subsidiary in Shanghai, People Republic of China under the name of MU Global Health Management (Shanghai) Limited.

Full disposition of MU Global Health Management (Shanghai) Limited was completed on July 30, 2024 for consideration of $11,975.00.

Details of the Company’s subsidiaries:

SCHEDULE OF COMPANY’S SUBSIDIARY

	Company name	Place and date of incorporation	Particulars of issued capital	Principal activities

1.	MU Worldwide Group Limited	Seychelles, June 7, 2018	100 shares of ordinary share of US$1 each	Investment holding

2.	MU Global Holding Limited	Hong Kong, January 30, 2018	1 ordinary share of HK$1	Providing SPA and Wellness service in Hong Kong

F-6

VANGUARD GREEN INVESTMENT LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~THREE~~SIX MONTHS ENDED ~~OCTOBER~~JANUARY 31, ~~2025~~2026

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

(UNAUDITED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Going concern

The accompanying financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

For the period ended ~~October~~January 31, ~~2025~~2026, the Company incurred a net loss of $1647,~~997~~129. As of ~~October~~January 31, ~~2025~~2026, the Company’s current liabilities exceeded its current assets by $~~713~~753,~~042~~614, suffered an accumulated deficit of $2,~~577~~607,~~818~~950, capital deficiency of $~~741~~771,~~575~~707 and negative operating cash flows of $733,~~687~~445. The Company’s ability to continue as a going concern is dependent upon improving the profitability and the continuing financial support from its shareholders and director. Management believes the existing shareholders, director or external financing will provide the additional cash to meet the Company’s obligations as they become due.

These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result in the Company not being able to continue as a going concern.

Basis of presentation

The accompanying unaudited condensed consolidated financial statements as of and for the ~~three~~six months ended ~~October~~January 31, ~~2025~~2026, and ~~2024~~2025, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) that permit reduced disclosure for interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the period ended ~~October~~January 31, ~~2025~~2026, are not necessarily indicative of the results that may be expected for the year ending July 31, 2026. The Condensed Consolidated Balance Sheets information as of ~~October~~January 31, ~~2025~~2026, was derived from the Company’s audited Consolidated Financial Statements as of and for the year ended July 31, 2025, included in the Company’s Annual Report on Form 10-K filed with the SEC on October 24, 2025. These financial statements should be read in conjunction with that report.

Basis of consolidation

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All inter-company accounts and transactions have been eliminated upon consolidation.

Use of estimates

Management uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheets, and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates.

Revenue recognition

The Company follows the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.

Cash and cash equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational:

Classification		Estimated useful life
Leasable equipment		5 years
Office equipment		3 years

Expenditures for maintenance and repairs are expensed as incurred. The gain or loss on the disposal of plant and equipment is the difference between the net sales proceeds and the carrying amount of the relevant assets and is recognized in the consolidated statements of operations and comprehensive loss.

F-7

VANGUARD GREEN INVESTMENT LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~THREE~~SIX MONTHS ENDED ~~OCTOBER~~JANUARY 31, ~~2025~~2026

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

(UNAUDITED)

Impairment of long-live assets

Long-lived assets primarily include trademark of the Company. In accordance with the provision of ASC Topic 360, Impairment or Disposal of Long-Lived Assets, the Company generally conducts its annual impairment evaluation to its long-lived assets, usually in the fourth quarter of each fiscal year, or more frequently if indicators of impairment exist, such as significant sustained change in the business climate. The recoverability of long-lived assets is measured at the lowest level group. If the total of the expected undiscounted future net cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying amount of the asset.

Income taxes

Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC Topic 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

F-8

VANGUARD GREEN INVESTMENT LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~THREE~~SIX MONTHS ENDED ~~OCTOBER~~JANUARY 31, ~~2025~~2026

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

(UNAUDITED)

Net loss per share

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

Foreign currencies translation

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the Consolidated Statements of Operations and Comprehensive loss.

The functional currency of the parent Company is United States dollar and the functional currency of the subsidiaries MU Worldwide Group Limited (Seychelles) and MU Global Holding Limited (Hong Kong) is United States dollar.

The reporting currency of the Company and its subsidiary is United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$.

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

Translation of amounts from RMB, HK$ and TWD into US$1 has been made at the following exchange rates for the respective periods:

	As of and for the three months ended October 31
	As of and for the six months ended January 31
	2025		2024
	2026		2025
Period-end RMB : US$1 exchange rate		76.1195		7.1225
Period- average RMB : US$1 exchange rate		7.1409		7.1018
Period-end HK$ : US$1 exchange rate		7.7781		7.7779
Period-average HK$ : US$1 exchange rate		7.8079		7.7978
Period-end TWD : US$1 exchange rate		3031.7561		3132.9586
Period-average TWD : US$1 exchange rate		30.3884		32.1035

Related parties

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

F-9

VANGUARD GREEN INVESTMENT LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~THREE~~SIX MONTHS ENDED ~~OCTOBER~~JANUARY 31, ~~2025~~2026

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

(UNAUDITED)

Fair value of financial instruments:

The carrying value of the Company’s financial instruments: cash and cash equivalents, account receivables, amount due to a director, and accounts payable and approximate at their fair values because of the short-term nature of these financial instruments.

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

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

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

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

Segment reporting

ASC Topic 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in financial statements. For the ~~three~~ six months ended ~~October~~January 31, ~~2025~~2026, the Company operates in three reportable segments based on country, Nevada, Seychelles and Hong Kong.

Recent accounting pronouncements

The Company has reviewed all recently issued, but not yet effective, considers the applicability and impact of all The Company has reviewed all recently issued, but not yet effective, considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. The new standard requires entities to disclose additional information about certain expenses, such as purchases of inventory, employee compensation, depreciation, intangible asset amortization, as well as selling expenses included in commonly presented expense captions on the income statement. The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Companies have the option to apply this guidance either on a retrospective or prospective basis, and early adoption is permitted.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments in the ASU provide (1) all entities with a practical expedient and (2) entities other than public business entities (PBEs) with an accounting policy election when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606. The ASU is effective for fiscal years and interim periods beginning after December 15, 2025. Companies should apply this guidance on a prospective basis, and early adoption is permitted.

The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s financial statements.

F-10

VANGUARD GREEN INVESTMENT LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~THREE~~SIX MONTHS ENDED ~~OCTOBER~~JANUARY 31, ~~2025~~2026

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

(UNAUDITED)

3. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment as of ~~October~~January 31, ~~2025~~2026 and July 31, 2025 are summarized below:

	As of October 31, 2025			As of July 31, 2025
	As of January 31, 2026			As of July 31, 2025
	(Unaudited)			(Audited)
Office equipment	$	28,862		$	28,862
Leasable equipment		37,384			37,384
Total		66,246			66,246
Property, plant and equipment, gross		66,246			66,246
Accumulated depreciation1	$	(25,014	)	$	(25,014	)
Impairment		(41,232	)		(41,232	)
Property, plant and equipment, net	$	-		$	-

1 For the period ended ~~October~~January 31, ~~2025~~2026 and ~~October~~January 31, ~~2024~~2025, depreciation expense was $0 and $0 respectively.

4. PATENT AND TRADEMARK

	As of			As of
	October 31, 2025			July 31, 2025
	January 31, 2026			July 31, 2025
	(Unaudited)			(Audited)
Patent and trademark1	$	35,285		$	35,285
Accumulated amortization		(6,240	)		(6,240	)
Impairment		(29,045	)		(29,045	)
Patent and trademark, net	$	-		$	-

¹	The patents and trademarks are held under the Company’s subsidiary in Hong Kong.

Amortization were $0 and $0 for the period ended ~~October~~January 31, ~~2025~~2026 and ~~October~~January 31, ~~2024~~2025 respectively.

5. PREPAYMENT

	As of October 31, 2025		As of July 31, 2025
	As of January 31, 2026		As of July 31, 2025
	(Unaudited)		(Audited)
Prepayment	$	105,~~110~~055	$	15,165
Total prepayments	$	105,~~110~~055	$	15,165

F-11

VANGUARD GREEN INVESTMENT LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~THREE~~SIX MONTHS ENDED ~~OCTOBER~~JANUARY 31, ~~2025~~2026

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

(UNAUDITED)

6. OTHER PAYABLES AND ACCRUED LIABILITIES

	As of October 31, 2025		As of July 31, 2025
	As of January 31, 2026		As of July 31, 2025
	(Unaudited)		(Audited)
Other payables	$	3839,~~348~~204	$	37,881
Accrued audit fees		~~7,500~~-		15,000
Accrued professional fees		119,~~000~~500		5,000
Total other payables and accrued liabilities	$	5648,~~848~~704	$	57,881

7. AMOUNT DUE TO RELATED PARTIES

	As of October 31, 2025		As of July 31, 2025
	As of January 31, 2026		As of July 31, 2025
	(Unaudited)		(Audited)
Hsieh, Chang-Chung1	$	93,176	$	93,176
Tien Mu International Co., Ltd2		3,337		3,337
	$	96,513	$	96,513

¹	Hsieh, Chang-Chung, one of the current shareholders of the Company, served as Chief Financial Officer (“Principal Financial Officer”, “Principal Accounting Officer”) of the Company during the period from June 5, 2018 to October 31, 2022. The amount due represents salary expenses accrued to Mr. Hsieh. He resigned as Chief Financial Officer of the Company with effective from November 1, 2022.

²	Tien Mu International Co., Ltd is owned by Ms. Niu Yen-Yen, the Director and Chief Executive Officer of the Company. The amount due represents general and administrative expenses paid on behalf by the related party.

The amount due to related parties are unsecured, interest-free with no fixed repayment term, for working capital purpose.

8. LOAN FROM THIRD PARTY

	As of October 31, 2025		As of July 31, 2025
	As of January 31, 2026		As of July 31, 2025
	(Unaudited)		(Audited)
Shang Hai Shi Ba Enterprise Management Centre
Current	$	~~112~~127,~~909~~179	$	103,732
Non-current		2818,~~533~~093		34,924
Total loan from third party	$	~~141~~145,~~442~~272	$	138,656

The loan is unsecured, interest-free and repayable in year 2024 and year 2025. The loan is further extended to repayment in year 2026 and year 2027 with a loan agreement entered on August 2, 2023.

9. LOAN FROM DIRECTOR

	As of October 31, 2025		As of July 31, 2025
	As of January 31, 2026		As of July 31, 2025
	(Unaudited)		(Audited)
Current	$	~~455~~484,~~152~~543	$	445,001
Non-current		-		-
Total loan from Director	$	~~455~~484,~~152~~543	$	445,001

Current portion of the loan provided by director Niu Yen-Yen is unsecured, interest-free and repayable upon demand.

The long-term loan provided by director Niu Yen-Yen is unsecured, interest-free and repayable in year 2024, for working capital purpose. The long-term loan is further extended to repayment in year 2026 with a loan agreement entered on August 2, 2023.

F-12

VANGUARD GREEN INVESTMENT LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~THREE~~SIX MONTHS ENDED ~~OCTOBER~~JANUARY 31, ~~2025~~2026

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

(UNAUDITED)

10. INCOME TAXES

For the ~~three~~six months ended ~~October~~January 31, ~~2025~~2026 and ~~October~~January 31, ~~2024~~2025, the local (United States) and foreign components of loss before income ~~taxes~~ taxes were comprised of the following:

	2025			2024
	2026			2025
	Three months ended October 31
	Six months ended January 31
	2025			2024
	2026			2025
Tax jurisdictions from:
Local	$	(1645,~~959~~686	)	$	(1527,~~649~~483	)
Foreign, representing
- Seychelles		-			-
- Hong Kong		(381,443	)		(361,622	)
Foreign		(381,443	)		(361,622	)
Loss before income tax	$	(1647,~~997~~129	)	$	(1529,~~685~~105	)

The provision for income taxes consisted of the following:

	For the period ended October 31, 2025		For the period ended October 31, 2024
	For the period ended January 31, 2026		For the period ended January 31, 2025
Current:
- Local	$	-	$	-
- Foreign		-		-
Deferred:
- Local		-		-
- Foreign		-		-
Income tax expense	$	-	$	-

The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company has subsidiaries that operate in various countries: United States Seychelles and Hong Kong that are subject to taxes in the jurisdictions in which they operate, as follows:

United States of America

The Company is registered in the State of Nevada and is subject to the tax laws of the United States of America. As of ~~October~~January 31, ~~2025~~2026, the operations in the United States of America incurred $~~960~~989,~~633~~360 of cumulative net operating losses which can be carried forward indefinitely to offset a maximum of 80% future taxable income. The Company has provided for a full valuation allowance of $~~768~~791,~~506~~488 against the deferred tax assets on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

Seychelles

Under the current laws of the Seychelles, MU Worldwide Group Limited is registered as an international business company which governs by the International Business Companies Act of Seychelles and there is no income tax charged in Seychelles.

Hong Kong

MU Global Holding Limited is subject to Hong Kong Profits Tax, which is charged at the statutory income tax rate of 16.5% on its assessable income.

F-13

VANGUARD GREEN INVESTMENT LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~THREE~~SIX MONTHS ENDED ~~OCTOBER~~JANUARY 31, ~~2025~~2026

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

(UNAUDITED)

11. COMMON STOCK

On June 4, 2018, our Chief Executive Officer, Ms. Niu Yen-Yen subscribed 100,000 shares of restricted common stock of the Company at par value of $0.0001 per share. The monies from this transaction, which totalled $10, went to the Company to be used as initial working capital.

On July 6, 2018, Ms. Niu Yen-Yen and Server Int’l Co., Ltd. subscribed 25,000,000 and 11,000,000 restricted shares of common stock, respectively, of the Company, at par value of $0.0001 per share. The monies from these transactions, which totalled $3,600, went to the Company to be used as initial working capital. Server Int’l Co., Ltd. is controlled entirely by Ms. Niu Yen-Yen.

On July 7, 2018, Chang Chun-Ying and Chang Su-Fen subscribed 4,300,000 and 5,000,000 restricted shares of common stock, respectively, of the Company, at par value of $0.0001 per share. The monies from these transactions, which totalled $930, went to the Company to be used as initial working capital.

On July 9, 2018, GreenPro Asia Strategic SPC and GreenPro Venture Capital Limited, subscribed 2,835,000 and 2,165,000 restricted shares of common stock of the Company, respectively, at par value of $0.0001 per share. The monies from these transactions, which totalled $500, went to the Company to be used as initial working capital.

From July 9, 2018 to July 10, 2018 the Company issued a total of 2,150,000 shares of restricted common stock to three non-US residents. Shares were sold at par value, $0.0001 per share. Total proceeds from these shares totalled $215 and went to the Company to be used as initial working capital.

On July 10, 2018, Server Int’l Co., Ltd, a Company solely controlled and owned by the CEO has transferred 1,500,000 shares of common stock to 8 non-US residents.

On July 11, 2018 the Company issued a total of 710,000 shares of restricted common stock to two non-US residents at a price of $0.03 per share. Total proceeds from these sales of shares totalled $21,300 and went to the Company to be used as initial working capital.

On July 25, 2018 the Company issued a total of 995,000 shares of restricted common stock to ten non-US residents at a price of $0.03 per share. Total proceeds from these sales of shares totalled $29,850 and went to the Company to be used as initial working capital.

On July 26, 2018 the Company issued 250,000 shares of restricted common stock to one non-US resident at a price of $0.20 per share. Total proceeds from these sales of shares totalled $50,000 and went to the Company to be used as initial working capital.

On July 31, 2018 Dezign Format Pte Ltd and Cheng Young-Chien each subscribed 2,000,000 restricted shares of common stock of the Company, at $0.20 per share, for total consideration of $800,000. Proceeds went to the Company to be used as initial working capital.

From August 1, 2018 to December 13, 2018, Ms. Niu Yen-Yen, the CEO of the Company has transferred 1,557,800 shares of common stock to 16 non-US residents.

On May 7, 2019, the convertible promissory note issued by the Company amounted $779,125 to 45 accredited investors who reside in Taiwan with the conversion price of $1 per share have been converted to 779,125 common stock of the company after the S-1 registration statement was declared effective on May 6, 2019.

From May 14, 2019 to July 31, 2019, the company issued 150,317 shares of common stock at a price of $1.00 per share through the Initial Public Offering (IPO) to 36 non-US residents.

From August 1, 2020 to July 31, 2021, Ms. Niu Yen-Yen, the CEO of the Company, had 395,000 shares of common stock transferred from 3 non-US residents and had sold 3,364,921 shares of common stock to 20 non-US residents.

From August 1, 2021 to July 31, 2022, Ms. Niu Yen-Yen, the CEO of the Company, had 55,522 shares of common stock transferred from 2 non-US residents and had sold 6,800,000 shares of common stock to 3 non-US residents.

From August 1, 2022 to July 31, 2023, Ms. Niu Yen-Yen had sold 610,000 shares of common stock to 5 non-US residents.

As of ~~October~~January 31, ~~2025~~2026, MU Global Holding Limited has an issued and outstanding common share of 59,434,838.

12. CONCENTRATIONS OF RISK

(a) Major customers

For the three months and six months period ended ~~October~~January 31, ~~2025~~2026 and ~~2024~~2025, there is no customer who accounted for 10% or more of the Company’s ~~revenues~~ revenues and its trade receivable balance at period-end.

(b) Major vendors

For the three months and six months period ended ~~October~~January 31, ~~2025~~2026 and ~~2024~~2025, there is no vendor who accounted for 10% or more of the Company’s ~~purchases~~ purchases and its trade payable balance at period-end.

The operation of the Company’s subsidiaries in international markets results in exposure to movements in currency exchange rates. We have experienced foreign currency gains and losses due to the strengthening and weakening of the U.S. dollar. The potential of volatile foreign exchange rate fluctuations in the future could have a significant effect on our results of operations. The Company has not historically used financial instruments to hedge its foreign currency exchange rate risks.

The currencies that create a majority of the Company’s exchange rate exposure are HK$ and TWD. The Company translates all assets and liabilities at the rate of exchange in effect at the balance sheet date and income and expense activity at the approximate rate of exchange at the transaction date.

F-14

VANGUARD GREEN INVESTMENT LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~THREE~~SIX MONTHS ENDED ~~OCTOBER~~JANUARY 31, ~~2025~~2026

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

(UNAUDITED)

13. SEGMENT INFORMATION

ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. The Company has two reportable segments based on business unit, investment holding and wellness and beauty services and three reportable segments based on country, Nevada, Seychelles and Hong Kong.

The Company adopted the ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses.

In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes.

	Investment holding			Wellness and beauty services			Total
By Business Unit	For the period ended ~~October~~January 31, ~~2025~~2026
	Investment holding			Wellness and beauty services			Total
Revenue	$	-		$	-		$	-
Cost of revenue		-			-			-
Other income		-			1			1
General and administrative expenses		(1442,~~875~~051	)		(391,444	)		(1443,~~914~~495	)
Finance cost		(23,~~084~~635	)		-			(23,~~084~~635	)
Net loss before taxation		(1645,~~959~~686	)		(381,443	)		(1647,~~997~~129	)
Total assets	$	105,~~111~~056		$	54		$	105,~~165~~110

	Nevada			Seychelles		Hong Kong			Total
By Country	For the period ended ~~October~~January 31, ~~2025~~2026
	Nevada			Seychelles		Hong Kong			Total
Revenue	$	-		$	-	$	-		$	-
Cost of revenue		-			-		-			-
Other income		-			-		1			1
General and administrative expenses		(1442,~~875~~051	)		-		(391,444	)		(1443,~~914~~495	)
Finance cost		(23,~~084~~635	)		-		-			(23,~~084~~635	)
Net loss before taxation		(1645,~~959~~686	)		-		(381,443	)		(1647,~~997~~129	)
Total assets	$	105,~~110~~055		$	1	$	54		$	105,~~165~~110

	Investment holding			Wellness and beauty services			Total
By Business Unit	For the period ended ~~October~~January 31, ~~2024~~2025
	Investment holding			Wellness and beauty services			Total
Revenue	$	-		$	-		$	-
Cost of revenue		-			-			-
Other income		-39			34			343
General and administrative expenses		(1222,~~909~~072	)		(391,626	)		(1223,~~948~~698	)
Finance cost		(25,~~740~~450	)		-			(25,~~740~~450	)
Net loss before taxation		(1527,~~649~~483	)		(361,622	)		(1529,~~685~~105	)
Total assets	$	21,~~101~~051		$	131,~~816~~999		$	153,~~917~~050

	Nevada			Seychelles		Hong Kong			Total
By Country	For the period ended ~~October~~January 31, ~~2024~~2025
	Nevada			Seychelles		Hong Kong			Total
Revenue	$	-		$	-	$	-		$	-
Cost of revenue		-			-		-			-
Other income		-39			-		34			343
General and administrative expenses		(1222,~~909~~072	)		-		(391,626	)		(1223,~~948~~698	)
Finance cost		(25,~~740~~450	)		-		-			(25,~~740~~450	)
Net loss before taxation		(1527,~~649~~483	)		-		(361,622	)		(1529,~~685~~105	)
Total assets	$	21,~~100~~050		$	1	$	131,~~816~~999		$	153,~~917~~050

14. SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all subsequent events through the filing date of this Form 10-K with the SEC, to ensure that this filing includes appropriate disclosure of events both recognized in the financial statements as of ~~October~~January 31, ~~2025~~2026, and events which occurred subsequently but were not recognized in the financial statements. During the period, there was no subsequent event that required recognition or disclosure.

F-15

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information contained in this Form 10-Q is intended to update the information contained in our Annual Report on Form 10-K for the year ended July 31, 2025 filed with the Securities and Exchange Commission on October 24, 2025 (the “Form 10-K”) and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our financial statements and the notes to the financial statements included elsewhere in this Form 10-Q.

Certain statements in this Report constitute forward-looking statements. These forward-looking statements include statements, which involve risks and uncertainties, regarding, among other things, (a) our projected sales, profitability, and cash flows, (b) our growth strategy, (c) anticipated trends in our industry, (d) our future financing plans, and (e) our anticipated needs for, and use of, working capital. They are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,” “estimate,” “plan,” “potential,” “project,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” or the negative of these words or other variations on these words or comparable terminology. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. You should not place undue reliance on these forward-looking statements.

The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events.

Company Overview

Vanguard Green Investment Limited, the US Company, operates through its wholly owned subsidiary, MU Worldwide Group Limited, a Seychelles Company; which operates through its wholly owned subsidiary, MU Global Holding Limited, a Hong Kong Company. The US and Seychelles Companies act solely for holding purposes whereas the purpose of the Hong Kong Company is to function as the current regional hub of the Company.

All of the previous entities share the same exact business plan with the goal of developing and providing wellness and beauty services to our future clients. We aim to promote improved overall health and beauty in our clients through a holistic detoxification method. We will, at least initially, primarily focus our efforts on attracting customers in China. We have intentions, but no definitive plans or timelines, to expand to Singapore, Malaysia, Hong Kong, and Middle Eastern countries in the coming years, and subsequently we intend to make efforts to expand throughout Asia. We anticipate spending a substantial amount in marketing and advertising in the coming year.

Results of Operation

For the ~~three~~six months ended ~~October~~January 31, ~~2025~~2026 and ~~2024~~2025

Revenue

For the ~~three~~six months period ended ~~October~~January 31, ~~2025~~2026 and ~~2024~~2025, the Company did not generate revenue.

Cost of Revenue

For the ~~three~~six months period ended ~~October~~January 31, ~~2025~~2026 and ~~2024~~2025, the Company did not incur cost of revenue.

Selling and marketing expenses

For the ~~three~~six months period ended ~~October~~January 31, ~~2025~~2026 and ~~2024~~2025, the Company did not incur marketing expenses.

General and administrative expenses

For the ~~three~~six months period ended ~~October~~January 31, ~~2025~~2026 and ~~2024~~2025, the Company had incurred general and administrative expenses in the amount of $1643,~~998~~ 495 and $1523,~~688~~698 respectively. These expenses are comprised of professional fees, ~~interest expense~~ and foreign exchange loss.

Other Income

The Company recorded an amount of $1 and $343 as other income for the ~~three~~six months period ended ~~October~~January 31, ~~2025~~2026 and ~~2024~~2025. This income is mainly ~~derived~~ derived from the interest income.

Net Loss

Our net loss for ~~three~~six months period ended ~~October~~January 31, ~~2025~~2026 and ~~2024~~2025 were $1647,~~997~~129 and $1529,~~685~~105. The net loss mainly derived from the general and administrative expenses incurred.

Liquidity and Capital Resources

As of ~~October~~January 31, ~~2025~~2026 and ~~2024~~2025, we had cash and cash equivalents of $55 and $~~12,017~~200 respectively. We expect increased levels of operations going forward will result in more significant cash flow and in turn working.

We depend substantially on financing activities to provide us with the liquidity and capital resources we need to meet our working capital requirements and to make capital investments in connection with ongoing operations. During the period ended ~~October~~January 31, ~~2025~~2026, the Company had met these requirements primarily from the financial support from director and third party company.

Cash Used in Operating Activities

For the ~~three~~six months ended ~~October~~January 31, ~~2025~~2026, net cash used in operating activities was $733,~~687~~445 as compared to net cash used in operating activities of $~~762~~35,774 for the ~~three~~six months ended ~~October~~January 31, ~~2024~~2025. The cash used in operating activities was mainly for payment of general and administrative expenses.

Cash Generated from Financing Activity

For the ~~three~~six months ended ~~October~~January 31, ~~2025~~2026 and ~~2024~~2025, net cash generated from financing activity was $733,~~649~~407 and $~~727~~23,922 respectively. The financing cash flow performance primarily reflects loan from director.

Credit Facilities

We do not have any credit facilities or other access to bank credit.

Off-balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of ~~October~~January 31, ~~2025~~2026.

Recently adopted accounting standards

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company already adopted this ASU on its consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The new standard was issued to improve transparency and decision usefulness of income tax disclosures by providing information that helps investors better understand how an entity’s operations, tax risks, tax planning and operational opportunities affect its tax rate and prospects for future cash flows. The amendments in this update primarily relate to requiring greater disaggregated disclosure of information in the rate reconciliation, income taxes paid, income (loss) from continuing operations before income tax expense (benefit), and income tax expense (benefit) from continuing operations. The ASU is effective for fiscal years beginning after December 15, 2024, and early adoption is permitted. The standard can be applied prospectively or retrospectively.

Recent Accounting Pronouncements

The Company has reviewed all recently issued, but not yet effective, considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.

The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s financial statements.

ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

ITEM 4 CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures:

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of ~~October~~January 31, ~~2025~~2026. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of ~~October~~January 31, ~~2025~~2026, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of ~~October~~January 31, ~~2025~~2026, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

Changes in Internal Control over Financial Reporting:

There were no changes in our internal control over financial reporting during the quarter ended ~~October~~January 31, ~~2025~~2026, 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

We know of no materials, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest adverse to us.

Item 1A. Risk Factors.

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

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

None

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

None

ITEM 6. Exhibits

Exhibit No.		Description

31.1		Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer*

32.1		Section 1350 Certification of principal executive officer *

101.INS		Inline XBRL Instance Document*

101.SCH		Inline XBRL Schema Document*

101.CAL		Inline XBRL Calculation Linkbase Document*

101.DEF		Inline XBRL Definition Linkbase Document*

101.LAB		Inline XBRL Label Linkbase Document*

101.PRE		Inline XBRL Presentation Linkbase Document*

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

SIGNATURES

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

	Vanguard Green Investment Limited
	(Name of Registrant)
Date: December 11, 2025	By:	/s/ NIU YEN YEN
Date: March 16, 2026	By:	/s/ NIU YEN YEN
	Title:	Chief Executive Officer, Chief Financial Officer, President, Director, Secretary and Treasurer
		(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)

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